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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2026


☐			Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _______ to _______

Commission File Number: 001-36777


JAMES RIVER GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware						98-0585280
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1414 Raleigh Road, Suite 405, Chapel Hill, North Carolina, 27517

(Address of principal executive offices)

(Zip Code)

(919) 900-1200

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Names of each exchange on which registered

Common Stock, par value $0.0002 per share

JRVR

NASDAQ

Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No x

Number of shares of the registrant's common shares outstanding at May 4, 2026: 46,236,856

James River Group Holdings, Inc.

Form 10-Q

Index


		Page Number
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets —March 31, 2026 and December 31, 2025	5

	Condensed Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income—Three Months Ended March 31, 2026 and 2025	7

	Condensed Consolidated Statements of Changes in Shareholders’ Equity—Three Months Ended March 31, 2026 and 2025	8

	Condensed Consolidated Statements of Cash Flows—Three Months Ended March 31, 2026 and 2025	9

	Notes to Condensed Consolidated Financial Statements	10

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	34

	Critical Accounting Policies and Estimates	36

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	57

Item 4.	Controls and Procedures	57

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	57
Item 1A.	Risk Factors	57
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 3.	Defaults Upon Senior Securities	58
Item 4.	Mine Safety Disclosures	58
Item 5.	Other Information	58
Item 6.	Exhibits	59

Signatures		60

On November 7, 2025, we completed a domestication resulting in our holding company, James River Group Holdings, Ltd., changing its jurisdiction of incorporation from Bermuda to Delaware and changing its name to James River Group Holdings, Inc. (the "Domestication"). This Quarterly Report on Form 10-Q includes the results of James River Group Holdings, Ltd. prior to the Domestication and James River Group Holdings, Inc. following the Domestication.

Unless the context indicates or suggests otherwise, references in this Quarterly Report on Form 10-Q to “the Company,” “we,” “us” and “our” refer to (i) James River Group Holdings, Inc. and its consolidated subsidiaries following the Domestication and (ii) James River Group Holdings, Ltd. and its consolidated subsidiaries prior to the Domestication.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, or Quarterly Report, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements may be identified by the fact that they do not relate strictly to historical or current facts. You may identify forward-looking statements in this Quarterly Report by the use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans,” “seeks” and “believes,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could.” These forward-looking statements include, among others, all statements relating to our future financial performance, our business prospects and strategy, anticipated financial position and financial strength ratings, liquidity and capital needs and other similar matters. These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

Our actual results may differ materially from those expressed in, or implied by, the forward-looking statements included in this Quarterly Report as a result of various factors, many of which are beyond our control, including, among others:

•the inherent uncertainty of estimating loss and loss adjustment expense reserves and the possibility that incurred losses and loss adjustment expenses may be greater than our estimate used to compute loss and loss adjustment expense reserves included in the financial statements;

•inaccurate estimates and judgments in our risk management may expose us to greater risks than intended;

•downgrades in the financial strength rating or outlook of our regulated insurance subsidiaries impacting our competitive position and ability to attract and retain insurance business that our subsidiaries write and ultimately our financial condition and triggering a default on our credit facility;

•the potential loss of key members of our management team or key employees, and our ability to attract and retain personnel;

•adverse economic and competitive factors resulting in the sale of fewer policies than expected or an increase in the frequency or severity of claims, or both;

•the impact of a higher than expected inflationary environment on our reserves, loss adjustment expenses, the values of our investments and investment returns, and our compensation expenses;

•exposure to credit risk, interest rate risk and other market risk in our investment portfolio and our reinsurers;

•reliance on a select group of brokers and agents for a significant portion of our business and the impact of our potential failure to maintain such relationships;

•reliance on a select group of customers for a significant portion of our business and the impact of our potential failure to maintain, or decision to terminate, such relationships;

•our ability to obtain insurance and reinsurance coverage at prices and on terms that allow us to transfer risk, adequately protect our Company against financial loss and that supports our growth plans;

•losses resulting from reinsurance counterparties failing to pay us on reinsurance claims, insurance companies with whom we have a fronting arrangement failing to pay us for claims, or a former customer with whom we have an indemnification arrangement failing to perform its reimbursement obligations, and our potential inability to demand or maintain adequate collateral to mitigate such risks;

•the inherent uncertainty of estimating reinsurance recoverable on unpaid losses and the possibility that reinsurance may be less than our estimate of reinsurance recoverable on unpaid losses;

•inadequacy of premiums we charge to compensate us for our losses incurred;

•changes in laws or government regulation, including tax or insurance laws and regulations;

•changes in U.S. tax laws (including associated regulations) and the interpretation of certain provisions applicable to insurance/reinsurance businesses with U.S. and non-U.S. operations, which may be retroactive and could have a significant effect on us including, among other things, by potentially increasing our tax rate, as well as on our shareholders;

•a failure of any of the loss limitations or exclusions we utilize in our insurance products to shield us from unanticipated financial losses or legal exposures, or other liabilities;

•losses from catastrophic events, such as natural disasters and terrorist acts, which substantially exceed our expectations and/or exceed the amount of reinsurance we have purchased to protect us from such events;

•potential effects on our business of emerging claim and coverage issues;

•the potential impact of internal or external fraud, operational errors, systems malfunctions or cyber security incidents;

•our ability to manage our growth effectively;

•failure to maintain effective internal controls in accordance with the Sarbanes-Oxley Act of 2002, as amended;

•changes in our financial condition, regulations or other factors that may restrict our subsidiaries’ ability to pay us dividends;

•an adverse result in any litigation or legal proceedings we are or may become subject to;

•inability to generate taxable income and execute tax planning strategies which could adversely impact our ability to recognize deferred tax assets at the level reflected on our balance sheet; and

•other risks and uncertainties discussed in this Quarterly Report.

Accordingly, you should read this Quarterly Report completely and with the understanding that our actual future results may be materially different from information contained in the forward-looking statements.

Additional information about these risks and uncertainties, as well as others that may cause actual results to differ materially from those in the forward-looking statements, is contained in our filings with the U.S. Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 3, 2026.

Forward-looking statements speak only as of the date of this Quarterly Report. Except as expressly required under federal securities laws and the rules and regulations of the SEC, we do not have any obligation, and do not undertake, to update any forward-looking statements to reflect events or circumstances arising after the date of this Quarterly Report, whether as a result of new information or future events or otherwise. You should not place undue reliance on the forward-looking statements included in this Quarterly Report or that may be made elsewhere from time to time by us, or on our behalf. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

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PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements

JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets


	(Unaudited) March 31, 2026		December 31, 2025
	(in thousands)
Assets
Invested assets:
Fixed maturity securities, available-for-sale, at fair value (amortized cost: 2026 – $1,489,938; 2025 – $1,448,750)	$	1,434,375	$	1,404,774
Equity securities, at fair value (cost: 2026 – $67,911; 2025 – $66,916)	72,317		73,092
Bank loan participations, at fair value	153,336		155,138
Short-term investments	597		—
Other invested assets	67,413		64,152
Total invested assets	1,728,038		1,697,156
Cash and cash equivalents	227,607		260,941
Restricted cash equivalents	8,557		8,481
Accrued investment income	12,900		12,744
Premiums receivable and agents’ balances, net	127,702		153,638
Reinsurance recoverable on unpaid losses, net	2,014,564		2,026,110
Reinsurance recoverable on paid losses	82,808		118,243
Prepaid reinsurance premiums	179,427		203,950
Deferred policy acquisition costs	30,042		31,286
Intangible assets, net	31,996		32,087
Goodwill	181,831		181,831
Other assets	136,337		133,463
Total assets	$	4,761,809	$	4,859,930

See accompanying notes.

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (continued)


	(Unaudited) March 31, 2026		December 31, 2025
	(in thousands, except share amounts)
Liabilities and Shareholders’ Equity
Liabilities:
Reserve for losses and loss adjustment expenses	$	3,087,848	$	3,099,418
Unearned premiums	407,499		447,644
Payables to reinsurers	58,827		68,459
Funds held	7,485		7,485
Deferred reinsurance gain	100,909		86,720
Senior debt	225,800		225,800
Junior subordinated debt	104,055		104,055
Accrued expenses	17,265		31,006
Other liabilities	100,590		118,075
Total liabilities	4,110,278		4,188,662
Commitments and contingent liabilities (Note 8)
Series A redeemable preferred shares – 2026 and 2025: 165,000 shares authorized; 112,500 shares issued and outstanding	133,115		133,115
Shareholders’ equity:
Common stock – 2026 and 2025: $0.0002 par value; 200,000,000 shares authorized; 46,236,856 and 45,968,584 shares issued and outstanding, respectively	9		9
Preferred stock – 2026 and 2025: $0.00125 par value; 19,835,000 shares authorized; no shares issued and outstanding	—		—
Additional paid-in capital	938,404		937,611
Retained deficit	(376,102)		(364,726)
Accumulated other comprehensive loss	(43,895)		(34,741)
Total shareholders’ equity	518,416		538,153
Total liabilities, Series A redeemable preferred shares, and shareholders’ equity	$	4,761,809	$	4,859,930

See accompanying notes.

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income (Unaudited)


	Three Months Ended March 31,
		2026		2025
		(in thousands, except share amounts)
Revenues
Gross written premiums		$	236,373	$	294,361
Ceded written premiums		(116,275)		(166,405)
Net written premiums		120,098		127,956
Change in net unearned premiums		15,614		23,946
Net earned premiums		135,712		151,902
Net investment income		21,327		20,008
Net realized and unrealized losses on investments		(6,632)		(1,371)
Other income		977		1,750
Total revenues		151,384		172,289
Expenses
Losses and loss adjustment expenses		108,160		99,525
Other operating expenses		48,051		50,560
Other expenses		128		563
Interest expense		5,589		5,541
Amortization of intangible assets		91		91

Total expenses		162,019		156,280
(Loss) income from continuing operations before income taxes		(10,635)		16,009
Income tax (benefit) expense on continuing operations		(1,861)		5,021
Net (loss) income from continuing operations		(8,774)		10,988
Discontinued operations (Note 2):
Loss from discontinued operations		—		—
Loss on disposal of discontinued operations, net of tax		(149)		(1,414)
Total loss from discontinued operations		(149)		(1,414)
Net (loss) income		(8,923)		9,574
Dividends on Series A preferred shares		(1,969)		(1,969)
Net (loss) income available to common shareholders		$	(10,892)	$	7,605

Other comprehensive (loss) income:
Net unrealized (losses) gains, net of taxes of $(2,433) in 2026 and $3,807 in 2025		(9,154)		14,322
Total comprehensive (loss) income		$	(18,077)	$	23,896

Net (loss) income per common share:
Basic
Continuing operations		$	(0.23)	$	0.20
Discontinued operations		$	—	$	(0.03)
		$	(0.23)	$	0.17
Diluted
Continuing operations		$	(0.23)	$	0.18
Discontinued operations		$	—	$	(0.02)
		$	(0.23)	$	0.16
Dividend declared per common share		$	0.01	$	0.01
Weighted-average common shares outstanding:
Basic		46,099,930		45,803,501
Diluted		46,099,930		59,659,075

See accompanying notes.

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)


	Number of Common Shares Outstanding	Common Stock (Par)		Preferred Stock (Par)		Additional Paid-in Capital		Retained Deficit		Accumulated Other Comprehensive Loss		Total Shareholders’ Equity
	(in thousands, except share amounts)










Balances at December 31, 2025	45,968,584	$	9	$	—	$	937,611	$	(364,726)	$	(34,741)	$	538,153
Net loss	—	—		—		—		(8,923)		—		(8,923)
Other comprehensive loss	—	—		—		—		—		(9,154)		(9,154)

Vesting of RSUs	268,272	—		—		(671)		—		—		(671)
Compensation expense under share incentive plans	—	—		—		1,464		—		—		1,464
Dividends on Series A preferred shares	—	—		—		—		(1,969)		—		(1,969)
Dividends on common stock	—	—		—		—		(484)		—		(484)
Balances at March 31, 2026	46,236,856	$	9	$	—	$	938,404	$	(376,102)	$	(43,895)	$	518,416















Balances at December 31, 2024	45,644,318	$	9	$	—	$	933,311	$	(402,408)	$	(69,997)	$	460,915
Net income	—	—		—		—		9,574		—		9,574
Other comprehensive income	—	—		—		—		—		14,322		14,322


Vesting of RSUs	248,388	—		—		(545)		—		—		(545)
Compensation expense under share incentive plans	—	—		—		2,660		—		—		2,660
Dividends on Series A preferred shares	—	—		—		—		(1,969)		—		(1,969)
Dividends on common stock	—	—		—		—		(477)		—		(477)
Balances at March 31, 2025	45,892,706	$	9	$	—	$	935,426	$	(395,280)	$	(55,675)	$	484,480

See accompanying notes.

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)


	Three Months Ended March 31,
	2026		2025
	(in thousands)
Operating activities
Net cash (used in) provided by operating activities (a)	$	(684)	$	(51,467)
Investing activities

Fixed maturity securities, available-for-sale:
Purchases	(88,467)		(84,322)
Sales	—		5,856
Maturities and calls	47,462		27,017
Equity securities:
Purchases	(1,385)		(1,809)
Sales and redemptions	430		1,500
Bank loan participations:
Purchases	(35,267)		(36,818)
Sales	25,461		19,378
Maturities	6,863		13,753
Other invested assets:
Purchases	(3,014)		(16,525)
Return of capital	270		289
Proceeds from sales and principal repayments	626		163
Short-term investments, net	(597)		17,983
Securities receivable or payable, net	18,287		1,723
Purchases of property and equipment	(82)		(1,218)
Net cash (used in) provided by investing activities	(29,413)		(53,030)
Financing activities
Senior debt issuances	—		25,000




Payroll taxes withheld and remitted on net settlement of RSUs	(671)		(545)
Dividends on Series A preferred shares	(1,969)		(1,969)
Dividends on common stock	(521)		(600)

Net cash provided by (used in) financing activities	(3,161)		21,886
Change in cash, cash equivalents, and restricted cash equivalents	(33,258)		(82,611)
Cash, cash equivalents, and restricted cash equivalents at beginning of period	269,422		391,050
Cash, cash equivalents, and restricted cash equivalents at end of period	$	236,164	$	308,439
Supplemental information
Interest paid	$	6,123	$	6,126

Restricted cash equivalents at beginning of period	$	8,481	$	28,705
Restricted cash equivalents at end of period	$	8,557	$	29,012
Change in restricted cash equivalents	$	76	$	307

(a) Cash provided by operating activities for the three months ended March 31, 2026 and 2025 includes the restricted cash activity above related to a former insured, per the terms of a collateral trust. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Amounts Recoverable from an Indemnifying Party and Reinsurer on Legacy Commercial Auto Book”. Excluding the restricted cash activity, cash used in operating activities was $760,000 and $51.8 million for the three months ended March 31, 2026 and 2025, respectively.

See accompanying notes.

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

1. Accounting Policies

Organization

James River Group Holdings, Inc. (referred to as “JRG Holdings” or, with its subsidiaries, the “Company”) is a Delaware holding company organized for the purpose of acquiring and managing insurance entities.

The Company owns five insurance companies based in the United States (“U.S.”) focused on specialty insurance niches as described below:

•James River Group is a Delaware domiciled insurance holding company formed in 2002, which owns all of the Company’s U.S.-based subsidiaries, either directly or indirectly through one of its wholly-owned U.S. subsidiaries. James River Group oversees the Company’s U.S. insurance operations.

•James River Insurance Company (“James River Insurance”) is an Ohio domiciled excess and surplus lines insurance company that, with its wholly-owned insurance subsidiary, James River Casualty Company, is authorized to write business in every state and the District of Columbia.

•Falls Lake National Insurance Company (“Falls Lake National”) is an Ohio domiciled insurance company which wholly owns Stonewood Insurance Company (“Stonewood Insurance”), an Ohio domiciled company, and Falls Lake Fire and Casualty Company, a California domiciled company. Falls Lake National and its subsidiaries primarily write specialty admitted fronting and program business.

The Company previously owned JRG Reinsurance Company Ltd. (“JRG Re”), a Bermuda domiciled reinsurer, which comprised the former Casualty Reinsurance segment, and which, prior to the suspension of its underwriting activities in 2023, primarily provided non-catastrophe casualty reinsurance to U.S. third parties. On November 8, 2023, the Company entered into an agreement to sell JRG Re. The sale closed on April 16, 2024 and resulted in the Company’s disposition of its casualty reinsurance business and related assets. The Company has no continued involvement with JRG Re following the sale. See Discontinued Operations below and Note 2 for additional disclosure.

Basis of Presentation

The accompanying condensed consolidated financial statements and notes have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and do not contain all of the information and footnotes required by U.S. GAAP for complete financial statements. The condensed consolidated financial statements include the results of the Company and its subsidiaries from their respective dates of inception or acquisition, as applicable. Readers are urged to review the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for a more complete description of the Company’s business and accounting policies. In the opinion of management, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included. Such adjustments consist only of normal recurring items. Interim results are not necessarily indicative of results of operations for the full year. The consolidated balance sheet as of December 31, 2025 was derived from the Company’s audited annual consolidated financial statements.

Intercompany transactions and balances have been eliminated.

Discontinued Operations

The results of operations of a component of the Company are reported in discontinued operations when certain criteria are met as of the date of disposal, or earlier if classified as held-for-sale. The Company determined that the sale of JRG Re, which closed on April 16, 2024, represented a strategic shift that had a major effect on the Company's operations. Accordingly, the results of JRG Re's operations have been presented as discontinued operations for all periods presented in this interim report on Form 10-Q. See Note 2 for additional disclosure.

Estimates and Assumptions

Preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying disclosures. Those estimates are inherently subject to change, and actual results may ultimately differ from those estimates.

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

Variable Interest Entities

Entities that do not have sufficient equity at risk to allow the entity to finance its activities without additional financial support or in which the equity investors, as a group, do not have the characteristic of a controlling financial interest are referred to as variable interest entities (“VIE”). A VIE is consolidated by the variable interest holder that is determined to have the controlling financial interest (primary beneficiary) as a result of having both the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company determines whether it is the primary beneficiary of an entity subject to consolidation based on a qualitative assessment of the VIE’s capital structure, contractual terms, nature of the VIE’s operations and purpose, and the Company’s relative exposure to the related risks of the VIE on the date it becomes initially involved in the VIE. The Company reassesses its VIE determination with respect to an entity on an ongoing basis.

The Company holds interests in VIEs through certain equity method investments included in “other invested assets” in the accompanying condensed consolidated balance sheets. The Company has determined that it should not consolidate any of the VIEs as it is not the primary beneficiary in any of the relationships. Although the investments resulted in the Company holding variable interests in the entities, they did not empower the Company to direct the activities that most significantly impact the economic performance of the entities. The Company’s investments related to these VIEs totaled $7.2 million at March 31, 2026 and $7.3 million at December 31, 2025, representing the Company’s maximum exposure to loss.

Income Tax Expense

The Company’s U.S. federal income tax expense differs from the amount computed by applying the federal statutory income tax rate of 21% to income before taxes primarily due to interest income on tax-advantaged state and municipal securities, dividends received income, and excess tax benefits and expenses on share based compensation. Prior to the Company's domestication from Bermuda to the U.S. on November 7, 2025, the Company's effective tax rate was impacted by the relative mix of income from continuing operations reported by country and the statutory tax rates of 0% and 21% imposed by Bermuda and the U.S., respectively. The Company did not receive a U.S. tax deduction for losses in Bermuda in the prior year period resulting from Bermuda holding company expenses and interest expense. For the three months ended March 31, 2026 and 2025, our effective tax rate on (loss) income from continuing operations was (17.5%) and 31.4%, respectively. The effective rate for the three months ended March 31, 2026 was below the federal statutory income tax rate of 21% primarily because of excess tax expenses on share based compensation. RSU awards vest on the anniversary of their grant date which are predominately in the first quarter of each year.

Adopted Accounting Standards

There were no new accounting standards adopted in 2026 that materially impacted the Company's financial statements.

Prospective Accounting Standards

The guidance in ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses requires additional, disaggregated disclosure around certain income statement expense line items. This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, although early adoption is permitted. The Company is in the process of evaluating the impact of this new guidance on the disclosures in its financial statements.

The guidance in ASU 2025-06, Intangibles-Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software removes the concept of project stages and requires the capitalization of software costs when management has committed to funding the software project and it is probable that the project will be completed. This ASU is effective for fiscal years beginning after December 15, 2027, but early adoption is permitted as of the beginning of an annual reporting period. The Company is evaluating the impact of adopting this new guidance, but does not expect that the standard will have a material impact on our financial statements.

2. Discontinued Operations

The Company previously entered into a stock purchase agreement with Fleming Intermediate Holdings LLC, a Cayman Islands limited liability company (“Fleming”) pursuant to which Fleming agreed to purchase from the Company all of the common shares of JRG Reinsurance Company Ltd. (“JRG Re”). The sale of JRG Re, which previously comprised the remaining operations of the former Casualty Reinsurance segment, closed on April 16, 2024, and resulted in the disposition of the Company's casualty reinsurance business and related assets.

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

The Company determined that the sale of JRG Re represented a strategic shift that had a major effect on its operations. Accordingly, losses recognized on the disposal of JRG Re have been presented as discontinued operations for all periods presented in this interim report on Form 10-Q.

For the three months ended March 31, 2026, the loss on disposal of $149,000 reflects additional selling costs incurred by the Company related to the sale of JRG Re net of a tax benefit. For the three months ended March 31, 2025, the loss on disposal of $1.4 million included a final downward adjustment to the closing date purchase price plus interest of $520,000 and additional selling costs incurred by the Company related to the sale of JRG Re of $894,000.

3. Investments

The Company’s available-for-sale fixed maturity securities are summarized as follows:


	Cost or Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in thousands)
March 31, 2026
Fixed maturity securities:
State and municipal	$	244,051	$	886	$	(20,482)	$	224,455
Residential mortgage-backed	480,422		1,785		(15,387)		466,820
Corporate	624,521		2,729		(20,811)		606,439
Commercial mortgage and asset-backed	125,934		81		(4,270)		121,745

U.S. Treasury securities and obligations guaranteed by the U.S. government	15,010		6		(100)		14,916

Total fixed maturity securities, available-for-sale	$	1,489,938	$	5,487	$	(61,050)	$	1,434,375
December 31, 2025
Fixed maturity securities:
State and municipal	$	237,366	$	1,164	$	(19,053)	$	219,477
Residential mortgage-backed	483,074		3,239		(13,595)		472,718
Corporate	589,477		5,461		(17,184)		577,754
Commercial mortgage and asset-backed	124,507		187		(4,159)		120,535

U.S. Treasury securities and obligations guaranteed by the U.S. government	14,326		28		(64)		14,290

Total fixed maturity securities, available-for-sale	$	1,448,750	$	10,079	$	(54,055)	$	1,404,774

The amortized cost and fair value of available-for-sale investments in fixed maturity securities at March 31, 2026 are summarized, by contractual maturity, as follows:


	Cost or Amortized Cost		Fair Value
	(in thousands)
One year or less	$	51,229	$	50,799
After one year through five years	442,846		433,282
After five years through ten years	236,722		227,212
After ten years	152,785		134,517
Residential mortgage-backed	480,422		466,820
Commercial mortgage and asset-backed	125,934		121,745

Total	$	1,489,938	$	1,434,375

Actual maturities may differ for some securities because borrowers have the right to call or prepay obligations with or without penalties.

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

The following table shows the Company’s gross unrealized losses and fair value for available-for-sale securities aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position:


	Less Than 12 Months				12 Months or More				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(in thousands)
March 31, 2026
Fixed maturity securities:
State and municipal	$	44,882	$	(705)	$	146,154	$	(19,777)	$	191,036	$	(20,482)
Residential mortgage-backed	189,307		(1,962)		120,801		(13,425)		310,108		(15,387)
Corporate	189,892		(2,284)		206,722		(18,527)		396,614		(20,811)
Commercial mortgage and asset-backed	27,496		(52)		74,167		(4,218)		101,663		(4,270)

U.S. Treasury securities and obligations guaranteed by the U.S. government	9,307		(48)		4,220		(52)		13,527		(100)

Total fixed maturity securities, available-for-sale	$	460,884	$	(5,051)	$	552,064	$	(55,999)	$	1,012,948	$	(61,050)
December 31, 2025
Fixed maturity securities:
State and municipal	$	26,425	$	(369)	$	152,646	$	(18,684)	$	179,071	$	(19,053)
Residential mortgage-backed	63,405		(193)		171,993		(13,402)		235,398		(13,595)
Corporate	61,910		(243)		214,235		(16,941)		276,145		(17,184)
Commercial mortgage and asset-backed	7,662		(19)		78,130		(4,140)		85,792		(4,159)

U.S. Treasury securities and obligations guaranteed by the U.S. government	241		(2)		4,810		(62)		5,051		(64)

Total fixed maturity securities, available-for-sale	$	159,643	$	(826)	$	621,814	$	(53,229)	$	781,457	$	(54,055)

At March 31, 2026, the Company held fixed maturity securities of 461 issuers that were in an unrealized loss position with a total fair value of $1,012.9 million and gross unrealized losses of $61.1 million. None of the fixed maturity securities with unrealized losses has ever missed, or been delinquent on a scheduled principal or interest payment. At March 31, 2026, 100.0% of the Company’s fixed maturity security portfolio was rated “BBB-” or better (“investment grade”) by Standard & Poor’s or received an equivalent rating from another nationally recognized rating agency.

The Company periodically reviews its available-for-sale fixed maturities to determine whether any unrealized losses exist that are due to credit-related factors. An allowance for credit losses is established for any credit-related impairments, limited to the amount by which fair value is below amortized cost. Changes in the allowance for credit losses are recognized in earnings and included in net realized and unrealized gains (losses) on investments. Unrealized losses that are not credit-related are recognized in other comprehensive income.

The Company considers the extent to which fair value is below amortized cost in determining whether a credit-related loss exists. The Company also considers the credit quality rating of the security, with a special emphasis on securities downgraded below investment grade. A comparison is made between the present value of expected future cash flows for a security and its amortized cost. If the present value of future expected cash flows is less than amortized cost, a credit loss is presumed to exist and an allowance for credit losses is established. Management may conclude that a qualitative analysis is sufficient to support its conclusion that the present value of the expected cash flows equals or exceeds a security’s amortized cost. As a result of this review, management concluded that there were no credit-related impairments of fixed maturity securities at March 31, 2026, December 31, 2025, or March 31, 2025. For securities in an unrealized loss position at March 31, 2026, management does not intend to sell the securities, and it is not “more likely than not” that the Company will be required to sell these securities before a recovery in their value to their amortized cost basis occurs.

The Company elected the fair value option to account for bank loan participations. Under the fair value option, bank loan participations are measured at fair value, and changes in unrealized gains and losses in bank loan participations are reported in the income statement as net realized and unrealized gains (losses) on investments. Applying the fair value option to the bank

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Notes to Condensed Consolidated Financial Statements (continued)

loan portfolio increases volatility in the Company's financial statements, but management believes it is less subjective and less burdensome to implement and maintain than ASU 2016-13, which would have otherwise been required.

At March 31, 2026, the Company's bank loan portfolio had an aggregate fair value of $153.3 million and unpaid principal of $163.4 million. Investment income on bank loan participations included in net investment income was $3.0 million and $3.2 million for the three months ended March 31, 2026 and 2025, respectively. Net realized and unrealized losses on bank loan participations were $4.9 million and $2.3 million for the three months ended March 31, 2026 and 2025, respectively. Management concluded that $256,000 of the net realized and unrealized losses were due to credit-related impairments for the three months ended March 31, 2026. As of March 31, 2025, management concluded that the unrealized losses of one bank loan issuer were due to a credit-related impairment. Losses due to credit-related impairments are determined based upon consultations and advice from the Company's specialized investment manager and consideration of any adverse situations that could affect the borrower's ability to repay, the estimated value of underlying collateral, and other relevant factors.

Bank loan participations generally provide a higher yield than our portfolio of fixed maturities and have a credit rating that is below investment grade (i.e. below “BBB-” for Standard & Poor’s) at the date of purchase. These bank loans are primarily senior, secured floating-rate debt rated “BB”, “B”, or “CCC” by Standard & Poor’s or an equivalent rating from another nationally recognized rating agency. These bank loans include assignments of, and participations in, performing and non-performing senior corporate debt generally acquired through primary bank syndications and in secondary markets. Bank loans consist of, but are not limited to, term loans, the funded and unfunded portions of revolving credit loans, and other similar loans and investments. Management believed that it was probable at the time that these loans were acquired that the Company would be able to collect all contractually required payments receivable.

Interest income on bank loan participations is accrued on the unpaid principal balance, and discounts and premiums on bank loan participations are amortized to income using the interest method. Generally, the accrual of interest on a bank loan participation is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectability of principal or interest. A bank loan participation may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. Generally, bank loan participations are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time, and the ultimate collectability of the total contractual principal and interest is no longer in doubt. Interest received on nonaccrual loans generally is reported as investment income. There were no bank loans on nonaccrual status at March 31, 2026 or December 31, 2025.

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

The Company’s net realized and unrealized gains and losses on investments are summarized as follows:


	Three Months Ended March 31,
		2026		2025
		(in thousands)
Fixed maturity securities:
Gross realized gains		$	68	$	32
Gross realized losses		(33)		(7)
		35		25
Bank loan participations:
Gross realized gains		71		92
Gross realized losses		(1,404)		(1,766)
Changes in fair values of bank loan participations		(3,564)		(640)
		(4,897)		(2,314)
Equity securities:
Gross realized gains		—		210
Gross realized losses		—		—
Changes in fair values of equity securities		(1,770)		708
		(1,770)		918
Short-term investments and other:
Gross realized gains		—		1
Gross realized losses		—		(1)
Changes in fair values of short-term investments and other		—		—
		—		—
Total		$	(6,632)	$	(1,371)

Realized investment gains or losses are determined on a specific identification basis.

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

The Company invests selectively in private debt and equity opportunities. These investments, which together comprise the Company’s other invested assets, are primarily focused in renewable energy, limited partnerships, and private debt.


	Carrying Value					Investment Income
	March 31,		December 31,		Three Months Ended March 31,
	2026		2025			2026		2025
	(in thousands)
Renewable energy LLCs (a)
Excess & Surplus Lines	$	7,193	$	7,274		$	(30)	$	—
Corporate & Other	—		—			—		—
	7,193		7,274			(30)		—
Limited partnerships (b)
Excess & Surplus Lines	14,658		13,108			1,174		9
Corporate & Other	369		369			—		—
	15,027		13,477			1,174		9
Private Debt (c)
Excess & Surplus Lines	45,193		43,401			671		191
Corporate & Other	—		—			—		—
	45,193		43,401			671		191
Total other invested assets
Excess & Surplus Lines	67,044		63,783			1,815		200
Corporate & Other	369		369			—		—
	$	67,413	$	64,152		$	1,815	$	200

(a)The Company's Excess & Surplus Lines segment owns equity interests ranging from 3.6% to 5.1% in various LLCs whose principal objective is capital appreciation and income generation from owning and operating renewable energy production facilities (wind and solar). The equity method is used to account for the Company’s LLC investments. Income for the LLCs primarily reflects adjustments to the carrying values of investments in renewable energy projects to their determined fair values. The fair value adjustments are included in revenues for the LLCs. Expenses for the LLCs are not significant and are comprised of administrative and interest expenses. The Company received cash distributions from these investments totaling $50,000 and $48,000 in the three months ended March 31, 2026 and 2025, respectively.

(b) The Company owns investments in limited partnerships that invest in concentrated portfolios including publicly-traded small cap equities, loans of middle market private equity sponsored companies, private equity general partnership interests, commercial mortgage-backed securities, specialty private credit, and tranches of distressed home loans. Income from the partnerships is recognized under the equity method of accounting. At March 31, 2026, the Company’s Excess & Surplus Lines segment has outstanding commitments to invest another $11.1 million in the limited partnerships.

(c) The Company's Excess & Surplus Lines segment has invested in ten notes receivable for structured private credit. Interest on two notes maturing in 2031 is fixed at 4.25% and 5.25%. Interest on two notes maturing in 2035 is fixed at 6.50% and 8.00%. Interest on three notes maturing in 2035 is fixed at 6.00%, 7.00%, and 8.00%. Interest on three notes maturing in 2064 is fixed at 6.79%, 8.04%, and 9.04%. At March 31, 2026, the Company’s Excess & Surplus Lines segment has outstanding commitments to invest another $78.3 million in these notes.

On April 10, 2025, the Company entered into an investment agreement with Sixth Street, the parent of Enstar Group Limited (“Enstar”). Pursuant to the agreement, the Company's Excess & Surplus Lines segment has invested $825,000 and $10.9 million within limited partnerships and collateralized notes receivable for structured private credit, respectively, at March 31, 2026. During the three months ended March 31, 2026, the Company earned investment income of $204,000 from the investment and has outstanding commitments to invest another $63.1 million in the investment at March 31, 2026.

4. Goodwill and Intangible Assets

On December 11, 2007, the Company completed an acquisition of James River Group by acquiring 100% of the outstanding shares of James River Group common stock, referred to herein as the “Merger”. The transaction was accounted for

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Notes to Condensed Consolidated Financial Statements (continued)

under the purchase method of accounting, and goodwill and intangible assets were recognized by the Company as a result of the transaction. Goodwill resulting from the Merger was $181.8 million at March 31, 2026 and December 31, 2025.

The gross carrying amounts and accumulated amortization for each major specifically identifiable intangible asset class were as follows:


		March 31, 2026				December 31, 2025
	Life (Years)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
		($ in thousands)
Intangible Assets
Trademarks	Indefinite	$	19,700	$	—	$	19,700	$	—
Insurance licenses and authorities	Indefinite	8,964		—		8,964		—
Identifiable intangible assets not subject to amortization		28,664		—		28,664		—
Broker relationships	24.6	11,611		8,279		11,611		8,188
Identifiable intangible assets subject to amortization		11,611		8,279		11,611		8,188
		$	40,275	$	8,279	$	40,275	$	8,188

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

5. Earnings Per Share

The following represents a reconciliation of the numerator and denominator of the basic and diluted earnings per common share computations contained in the condensed consolidated financial statements:


	Three Months Ended March 31,
		2026		2025
		(in thousands, except share and per share amounts)
Net (loss) income from continuing operations		$	(8,774)	$	10,988
Less: Dividends on Series A preferred shares		(1,969)		(1,969)
(Loss) income from continuing operations available to common shareholders		$	(10,743)	$	9,019
Loss from discontinued operations		(149)		(1,414)
Net (loss) income available to common shareholders		$	(10,892)	$	7,605

Weighted average common shares outstanding:
Basic		46,099,930		45,803,501
Dilutive potential common shares		—		13,855,574
Diluted		46,099,930		59,659,075

Net (loss) income per common share:
Basic
Continuing operations		$	(0.23)	$	0.20
Discontinued operations		$	—	$	(0.03)
		$	(0.23)	$	0.17
Diluted
Continuing operations		$	(0.23)	$	0.18
Discontinued operations		$	—	$	(0.02)
		$	(0.23)	$	0.16

For the three months ended March 31, 2026, due to the net loss from continuing operations, all potential common shares (including 871,874 related to outstanding RSUs and 13,521,634 related to outstanding Series A Preferred Shares) were anti-dilutive and excluded from the calculation of diluted earnings per common share. For the three months ended March 31, 2025, all potential common shares (including 333,940 related to outstanding RSUs and 13,521,634 related to outstanding Series A Preferred Shares) were dilutive and included in the calculation of diluted earnings per common share. The Company applies the if-converted method for the outstanding Series A Preferred Shares in the calculation of diluted earnings per share from continuing operations. If the Series A Preferred Shares are dilutive, the dividends on the Series A Preferred Shares are added back to income from continuing operations available to common shareholders in the numerator of the calculation and the additional common shares from an assumed conversion of the Series A Preferred Shares are added in the denominator of the calculation.

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

6. Reserve for Losses and Loss Adjustment Expenses

The following table provides a reconciliation of the beginning and ending reserve balances for losses and loss adjustment expenses, net of reinsurance, to the gross amounts reported in the condensed consolidated balance sheets. Reinsurance recoverables on unpaid losses and loss adjustment expenses are presented gross of an allowance for credit losses on reinsurance balances of $1.7 million at March 31, 2026, $1.6 million at December 31, 2025, $1.5 million at March 31, 2025 and $1.2 million at December 31, 2024.


	Three Months Ended March 31,
		2026		2025
		(in thousands)
Reserve for losses and loss adjustment expenses net of reinsurance recoverables at beginning of period		$	1,071,699	$	1,086,278
Add: Incurred losses and loss adjustment expenses net of reinsurance:
Current year		94,136		101,584
Prior years - retroactive reinsurance		14,189		(1,928)
Prior years - excluding retroactive reinsurance		(165)		(131)
Total incurred losses and loss and adjustment expenses		108,160		99,525
Deduct: Loss and loss adjustment expense payments net of reinsurance:
Current year		900		1,731
Prior years		93,151		90,239
Total loss and loss adjustment expense payments		94,051		91,970
Deduct: Change in deferred reinsurance gain - retroactive reinsurance		14,189		(1,928)


Reserve for losses and loss adjustment expenses net of reinsurance recoverables at end of period		1,071,619		1,095,761
Add: Reinsurance recoverables on unpaid losses and loss adjustment expenses at end of period		2,016,229		1,985,779
Reserve for losses and loss adjustment expenses gross of reinsurance recoverables on unpaid losses and loss adjustment expenses at end of period		$	3,087,848	$	3,081,540

The Company experienced $165,000 of net favorable reserve development in the three months ended March 31, 2026 on the reserve for losses and loss adjustment expenses held at December 31, 2025 (excluding adverse prior year development subject to deferral under retroactive reinsurance accounting - see Loss Portfolio Transfers and Adverse Development Covers below). This reserve development included $100,000 of net favorable development in the Excess & Surplus Lines segment and $65,000 of net favorable development in the Specialty Admitted Insurance segment.

The Company experienced $131,000 of net favorable reserve development in the three months ended March 31, 2025 on the reserve for losses and loss adjustment expenses held at December 31, 2024 (excluding adverse prior year development subject to deferral under retroactive reinsurance accounting - see Loss Portfolio Transfers and Adverse Development Covers below). This reserve development included $10,000 of net favorable development in the Excess & Surplus Lines segment and $121,000 of net favorable development in the Specialty Admitted Insurance segment.

Loss Portfolio Transfers and Adverse Development Covers

Loss portfolio transfers and adverse development covers are forms of retroactive reinsurance utilized by the Company to transfer losses and loss adjustment expenses and associated risk of adverse development on covered subject business, as defined in the respective agreements, to an assuming reinsurer in exchange for a reinsurance premium. This reinsurance can bring economic finality (up to the limit of such agreements, if applicable) on the subject risks when they no longer meet the Company's risk appetite or are no longer aligned with the Company's risk management guidelines.

Commercial Auto Loss Portfolio Transfer

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

otherwise indemnified by Rasier. The reinsurance coverage is structured to be fully collateralized, is not subject to an aggregate limit, and is subject to certain exclusions. The cumulative amounts ceded under the loss portfolio transfer was $451.4 million as of both March 31, 2026 and December 31, 2025.

Combined Loss Portfolio Transfer and Adverse Development Cover

On July 2, 2024, James River entered into a Combined Loss Portfolio Transfer and Adverse Development Cover Reinsurance Contract (the “E&S ADC”) with State National Insurance Company, Inc. (“State National”). The transaction closed upon signing.

The E&S ADC was effective January 1, 2024 (the “Effective Date”) and applies to James River’s Excess & Surplus Lines segment casualty portfolio losses attaching to premium earned during 2010-2023 (both years inclusive), excluding, among others, losses related to commercial auto policies issued to a former large insured or its affiliates (the “Subject Business”). Pursuant to the E&S ADC, (a) State National reinsures 85% of losses paid on and after the Effective Date in respect of the Subject Business in excess of $716.6 million up to an aggregate limit of $467.1 million (with State National’s share of the aggregate limit being $397.0 million) in exchange for a reinsurance premium paid by James River equal to $313.2 million, and (b) James River continues to manage claims and to manage and collect the benefit of other existing third-party reinsurance on the Subject Business, which third-party reinsurance inures to the benefit of the E&S ADC. Additional adverse development of $35.0 million (net of the Company's 15% retention) recognized on the subject business of the E&S ADC in the year ended December 31, 2025 exhausted the remaining limit of the E&S ADC.

Adverse Development Cover

On November 11, 2024, Enstar, through its subsidiary Cavello Bay Reinsurance Limited (“Cavello Bay”), entered into an adverse development cover agreement with James River (“E&S Top Up ADC”), pursuant to which, in exchange for a premium of $52.8 million (less an amount equal to the federal excise tax payable on the premium), Cavello Bay reinsures, effective January 1, 2024, 100% of the losses associated with James River’s Excess & Surplus Lines segment casualty portfolio losses attaching to premium earned during 2010-2023 (both years inclusive). The E&S Top Up ADC excludes losses related to commercial auto policies issued to a former large insured or its affiliates and is subject to a retention by James River of $1,183.7 million (the limit of the E&S ADC executed on July 2, 2024) and up to an aggregate limit of $75.0 million. The E&S Top Up ADC closed on December 23, 2024. The Company recognized a $52.8 million reduction in pre-tax income in connection with the adverse development cover upon closing. In 2025, $51.4 million of adverse development was ceded to the E&S Top Up ADC, reducing the aggregate limit remaining on the E&S Top Up ADC to $23.6 million at December 31, 2025. In the three months ended March 31, 2026, an additional $16.2 million of adverse development was ceded to the E&S Top Up ADC, further reducing the aggregate limit remaining on the E&S Top Up ADC to $7.5 million at March 31, 2026. Of the $16.2 million, $14.8 million was subject to deferral under retroactive reinsurance accounting.

Retroactive Reinsurance Accounting

The Company periodically reevaluates the remaining reserves subject to the Commercial Auto LPT, the E&S ADC, and the E&S Top Up ADC, and when recognized adverse prior year development on the subject business causes the cumulative amounts ceded under the agreements to exceed the consideration paid, the agreements move into a gain position subject to deferral under retroactive reinsurance accounting. Gains are deferred under retroactive reinsurance accounting and recognized in earnings in proportion to actual paid recoveries under the agreements using the recovery method. While the deferral of gains can introduce volatility in the Company's operating results in the short-term, over the life of the contract, we would expect no economic impact to the Company as long as the counterparty performs under the contract. The impact of retroactive reinsurance accounting is not indicative of the Company's current and ongoing operations.

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

The following tables summarize the retroactive reinsurance accounting for the Commercial Auto LPT, the E&S ADC, and the E&S Top Up ADC for the three months ended March 31, 2026 and 2025, respectively.


	Three Months Ended March 31,
	2026		2025
	(in thousands)
Commercial Auto LPT
Deferred retroactive reinsurance gain at beginning of period	$	2,927	$	9,222
Adverse prior year development ceded on subject business	—		144
Retroactive reinsurance benefits under the recovery method	(591)		(2,072)
Deferred retroactive reinsurance gain at end of period	$	2,336	$	7,294

E&S ADC
Deferred retroactive reinsurance gain at beginning of period	$	83,793	$	48,748
Adverse prior year development ceded on subject business	—		—
Retroactive reinsurance benefits under the recovery method	—		—
Deferred retroactive reinsurance gain at end of period	$	83,793	$	48,748

E&S Top Up ADC
Deferred retroactive reinsurance gain at beginning of period	$	—	$	—
Adverse prior year development ceded on subject business	14,780		—
Retroactive reinsurance benefits under the recovery method	—		—
Deferred retroactive reinsurance gain at end of period	$	14,780	$	—

Total
Deferred retroactive reinsurance gain at beginning of period	$	86,720	$	57,970
Adverse prior year development ceded on subject business	14,780		144
Retroactive reinsurance benefits under the recovery method	(591)		(2,072)
Deferred retroactive reinsurance gain at end of period	$	100,909	$	56,042

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

7. Other Comprehensive (Loss) Income

The following table summarizes the components of other comprehensive (loss) income:


	Three Months Ended March 31,
		2026		2025
		(in thousands)
Unrealized (losses) gains arising during the period, before U.S. income taxes		$	(11,552)	$	18,154
U.S. income taxes		2,426		(3,812)
Unrealized (loses) gains arising during the period, net of U.S. income taxes		(9,126)		14,342
Less reclassification adjustment:
Net realized investment gains (losses)		35		25
U.S. income taxes		(7)		(5)
Reclassification adjustment for investment gains (losses) realized in net income		28		20
Other comprehensive (loss) income		$	(9,154)	$	14,322

In addition to the net realized investment gains on available-for-sale fixed maturities disclosed above, the Company also recognized net realized and unrealized investment gains (losses) on its investments in bank loan participations and equity securities in the respective periods. Refer to Note 3 for disclosure of these amounts.

8. Contingent Liabilities

Legal Proceedings

The Company is involved in various legal proceedings, including commercial matters and litigation regarding insurance claims which arise in the ordinary course of business. In addition, the Company is involved from time to time in legal actions which seek extra-contractual damages, punitive damages or penalties, including claims alleging bad faith in the handling of insurance claims. The Company believes that the outcome of such matters, individually and in the aggregate, is not reasonably likely to have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.

On March 11, 2024, the Company filed a complaint in the Supreme Court of the State of New York, New York County, Commercial Division against Fleming relating to the Stock Purchase Agreement, pursuant to which Fleming agreed to purchase all of the outstanding common shares of JRG Re (the “Transaction”). The complaint alleges that Fleming breached the Stock Purchase Agreement by its refusal to close the Transaction on March 1, 2024 as required under the terms of the Stock Purchase Agreement, and seeks specific performance of Fleming’s obligation to complete the Transaction and an award of damages. The Company subsequently filed a motion for preliminary injunction to require Fleming to fulfill its contractual obligation to close the Transaction, and on April 6, 2024 the Court granted the Company’s motion and ordered Fleming to complete the Transaction on or prior to April 16, 2024. On April 8, 2024, Fleming filed a notice of appeal of the preliminary injunction, which Fleming withdrew on October 9, 2024. The Transaction closed on April 16, 2024. On April 19, 2024, Fleming filed a motion to dismiss the complaint. On May 9, 2024, the Company filed an amended complaint seeking, among other things, specific performance and damages suffered as a result of Fleming's breach of the Stock Purchase Agreement. On June 6, 2024, Fleming filed a motion to dismiss the amended complaint, on July 3, 2024 the Company filed an opposition to the motion to dismiss, on July 24, 2024 Fleming filed its reply to the opposition, and on October 29, 2024 the court heard oral argument on the motion to dismiss.

On July 15, 2024, Fleming filed a lawsuit in the U.S. District Court, Southern District of New York against JRG Holdings and certain of its officers, asserting claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, common law fraud, and breaches of contract, and seeking unspecified monetary damages, including compensatory, consequential and punitive damages, all associated with Fleming's purchase of JRG Re pursuant to the Stock Purchase Agreement. On July 31, 2024, Fleming filed an amended complaint, on September 13, 2024, the Company filed a motion to dismiss the amended complaint, and on October 18, 2024 Fleming filed a second amended complaint. On November 15, 2024, the Company filed a motion to dismiss the second amended complaint, on December 23, 2024 Fleming filed an opposition to the motion to dismiss, on January 17, 2025 the Company filed its reply to Fleming's opposition, on July 2, 2025 the court heard oral argument on the motion to dismiss, and on July 17, 2025 the court granted the Company's motion to dismiss. On August 14, 2025, Fleming filed a motion for reconsideration, on August 28, 2025 the Company filed its opposition to Fleming's motion for reconsideration, and on September 4, 2025, Fleming filed its reply to the Company's opposition. On December 2, 2025, the court denied Fleming's

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

motion for reconsideration and on December 22, 2025 Fleming filed a notice of appeal. Fleming filed its opening brief in the United States Court of Appeals for the Second Circuit on March 13, 2026 and the Company’s response brief is due June 12, 2026. Fleming’s reply brief is due within 21 days after the filing of the Company’s response brief. The Company believes that it has substantial defenses and intends to vigorously defend this lawsuit.

Amounts Recoverable from Reinsurers

The Company’s insurance segments remain liable to policyholders if its reinsurers are unable to meet their contractual obligations under applicable reinsurance agreements. The Company establishes an allowance for credit losses for our current estimate of uncollectible reinsurance recoverables. At March 31, 2026, the allowance for credit losses on reinsurance recoverables was $1.7 million. To minimize exposure to significant losses from reinsurance insolvencies, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk. The Company generally seeks to purchase reinsurance from reinsurers with A.M. Best financial strength ratings of “A-” (Excellent) or better. The Company’s reinsurance contracts generally require reinsurers that are not authorized as reinsurers under U.S. state insurance regulations or that experience rating downgrades from rating agencies below specified levels to fund their share of the Company’s ceded outstanding losses and loss adjustment expense reserves, typically through the use of irrevocable and unconditional letters of credit. In fronting arrangements, which the Company conducts through its Specialty Admitted Insurance segment, the Company is subject to credit risk with regard to insurance companies who act as reinsurers for us in such arrangements. The Company requires collateral, in the form of a trust arrangement or letter of credit, to secure the obligations of the insurance entity for whom it is fronting.

Amounts Recoverable from an Indemnifying Party and Reinsurer on Legacy Commercial Auto Book

James River previously issued a set of commercial auto insurance contracts (the “Rasier Commercial Auto Policies”) to Rasier under which James River pays losses and loss adjustment expenses on the contracts. James River has indemnity agreements with Rasier (non-insurance entities) (collectively, the “Indemnity Agreements”) and is contractually entitled to reimbursement for the portion of the losses and loss adjustment expenses paid on behalf of Rasier under the Rasier Commercial Auto Policies and other expenses incurred by James River. In addition, on September 27, 2021, James River entered into the Commercial Auto LPT with Aleka to reinsure substantially all of the Rasier Commercial Auto Policies for which James River is not otherwise indemnified by Rasier under the Indemnity Agreements.

Each of Rasier and Aleka are required to post collateral equal to 102% of James River's estimate of the respective party's obligations in trusts pursuant to the terms of the Indemnity Agreements and the Commercial Auto LPT, respectively. At March 31, 2026, the total balance of collateral securing Rasier's obligations under the Indemnity Agreements was $35.2 million and Aleka's obligations under the Commercial Auto LPT was $16.8 million. At March 31, 2026, the total reinsurance recoverables under the Commercial Auto LPT was $9.9 million.

In connection with the execution of the Commercial Auto LPT, James River and Aleka entered into an administrative services agreement (the “Administrative Services Agreement”) with a third party claims administrator (the “Administrator”) pursuant to which the Administrator handles the claims on the Rasier Commercial Auto Policies for the remaining life of those claims. The claims paid by the Administrator are reimbursable by James River, and pursuant to the Administrative Services Agreement, James River established a loss fund trust account for the benefit of the Administrator (the “Loss Fund Trust”) to collateralize its claims payment reimbursement obligations. James River funds the Loss Fund Trust using funds withdrawn from the trust account collateralizing the Indemnity Agreements (the “Indemnity Trust”), funds withdrawn from the trust account collateralizing Commercial Auto LPT (the “LPT Trust”), and its own funds, in each case in an amount equal to the pro rata portion of the required Loss Fund Trust balance attributable to the Indemnity Agreements, the Commercial Auto LPT and James River’s existing third party reinsurance agreements, respectively. At March 31, 2026, the balance in the Loss Fund Trust was $8.6 million, including $5.3 million representing collateral supporting Rasier’s obligations under the Indemnity Agreements and $2.2 million representing collateral supporting Aleka’s obligations under the Commercial Auto LPT. Funds posted to the Loss Fund Trust are classified as restricted cash equivalents on the Company's balance sheet.

While the Commercial Auto LPT brings economic finality to substantially all of the Rasier Commercial Auto Policies, the Company has credit exposure to Rasier and Aleka under the Indemnity Agreements and the Commercial Auto LPT if the estimated losses and expenses of the Rasier Commercial Auto Policies grow at a faster pace than the growth in the collateral balances. In addition, the Company has credit exposure if its estimates of future losses and loss adjustment expenses and other amounts recoverable under the Indemnity Agreements and the Commercial Auto LPT, which are the basis for establishing the collateral balances, are lower than actual amounts paid or payable. The amount of the Company's credit exposure in any of these instances could be material. To mitigate these risks, the Company closely and frequently monitors its exposure compared to the collateral held, and requests additional collateral in accordance with the terms of the Commercial Auto LPT and Indemnity Agreements when its analysis indicates that it has uncollateralized exposure.

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Notes to Condensed Consolidated Financial Statements (continued)

9. Segment Information

The Company’s continuing operations are comprised of three reportable segments, two of which are separately managed business units and the third (“Corporate and Other”) includes the Company’s remaining operations. The Excess & Surplus Lines segment primarily offers commercial excess and surplus lines liability and excess property insurance products. The Specialty Admitted Insurance segment offers specialty admitted fronting and program business and, prior to the sale of the Company's renewal rights in 2023, workers’ compensation insurance coverage. The Corporate and Other segment consists of certain management and treasury activities of James River Group and JRG Holdings including public company expenses, expenses for our Board of Directors, long-term incentive compensation for the full Company, interest expense associated with senior debt and Junior Subordinated Debt, and investment income. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Prior to entering into a definitive agreement to sell JRG Re on November 8, 2023, JRG Re was considered a reportable segment (the “Casualty Reinsurance” segment). After entering into the agreement to sell JRG Re, the Company no longer considers Casualty Reinsurance to be a reportable segment, but instead it is reported as discontinued operations. The segment information below excludes discontinued operations for all periods presented.

Segment profit (loss) is measured by underwriting profit (loss), which is generally defined as net earned premiums and gross fee income (in specific instances when the Company is not retaining insurance risk) in “other income” in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) less loss and loss adjustment expenses on business not subject to deferral under retroactive reinsurance accounting (see Retroactive Reinsurance Accounting in Note 6 - Reserve for Losses and Loss Adjustment Expenses) and other operating expenses. Other operating expenses include the underwriting, acquisition, and insurance expenses of the operating segments and, for consolidated underwriting profit, the expenses of the Corporate and Other segment. Other operating expenses for the Corporate and Other segment include personnel costs associated with the holding companies, professional fees, long-term incentive compensation (including share-based compensation) for the Company, public company expenses and various other corporate expenses. Net commissions in the table below are net of amounts deferred as deferred policy acquisition costs. Employee compensation includes both cash and share-based compensation, as well as employer expenses related to payroll taxes and benefits, and is net of amounts allocated to losses and loss adjustment expenses and amounts deferred. All other operating expenses include, amongst other expenses, costs for insurance, outside professional fees including legal, audit, and consulting, office rent, bad debt expense, and taxes, licenses and fees on business written. Segment results are reported prior to the effects of intercompany pooling agreements and intercompany reinsurance agreements. All gross written premiums and net earned premiums for all periods presented were generated from policies issued to U.S. based insureds. Segment revenues for each reportable segment include net earned premiums, net investment income, and realized and unrealized (losses) gains on investments.

The Company's Chief Executive Officer (“CEO”) has final authority over segment resource allocation decisions and performance assessment, and consequently, is identified as the Chief Operating Decision Maker (“CODM”). The CEO considers segment underwriting profit (loss) in the annual budget and forecasting process, and in monthly financial reviews of actual segment results compared to budget and prior year periods in order to assess segment performance and make strategic operating decisions regarding the business written by the segments, the allocation of capital and personnel to the segments, and compensation for segment employees. The segment information presented below aligns with the information that is presented regularly to the CEO.

The following table summarizes the Company’s segment results:


	Excess & Surplus Lines		Specialty Admitted Insurance		Corporate and Other		Total
	(in thousands)




















As of and for the Three Months Ended March 31, 2026
Gross written premiums	$	212,285	$	24,088	$	—	$	236,373
Net earned premiums	131,826		3,886		—		135,712
Fee income	—		90		—		90
Losses and loss adjustment expenses	103,774		4,386		—		108,160
Less: losses and loss adjustment expense - retroactive reinsurance	14,189		—		—		14,189
Losses and loss adjustment expenses excluding retroactive reinsurance	89,585		4,386		—		93,971

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)


	Excess & Surplus Lines		Specialty Admitted Insurance		Corporate and Other		Total
	(in thousands)
Other operating expenses:
Net commissions	15,637		(1,979)		—		13,658
Employee compensation	15,985		1,767		6,731		24,483
All other operating expenses	5,963		1,597		2,350		9,910
	37,585		1,385		9,081		48,051
Underwriting profit (loss)	4,656		(1,795)		(9,081)		(6,220)
Segment revenues	143,431		7,878		75		151,384
Net investment income	17,274		4,050		3		21,327
Interest expense	—		—		5,589		5,589
Segment goodwill	181,831		—		—		181,831
Segment assets	3,638,838		1,062,592		60,379		4,761,809

As of and for the Three Months Ended March 31, 2025
Gross written premiums	$	213,243	$	81,118	$	—	$	294,361
Net earned premiums	137,028		14,874		—		151,902
Fee income	—		832		—		832
Losses and loss adjustment expenses	86,876		12,649		—		99,525
Less: losses and loss adjustment expense - retroactive reinsurance	(1,928)		—		—		(1,928)
Losses and loss adjustment expenses excluding retroactive reinsurance	88,804		12,649		—		101,453
Other operating expenses:
Net commissions	15,001		(2,852)		—		12,149
Employee compensation	16,400		2,811		8,449		27,660
All other operating expenses	5,165		3,404		2,182		10,751
	36,566		3,363		10,631		50,560
Underwriting profit (loss)	11,658		(306)		(10,631)		721
Segment revenues	151,536		20,097		656		172,289
Net investment income	15,218		4,317		473		20,008
Interest expense	—		—		5,541		5,541
Segment goodwill	181,831		—		—		181,831
Segment assets	3,523,455		1,359,670		65,890		4,949,015

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

The following table reconciles the underwriting profit (loss) of the operating segments by individual segment to consolidated income from continuing operations before income taxes:


	Three Months Ended March 31,
		2026		2025
		(in thousands)
Underwriting profit (loss) of the operating segments:
Excess & Surplus Lines		$	4,656	$	11,658
Specialty Admitted Insurance		(1,795)		(306)

Total underwriting profit of operating segments		2,861		11,352
Other operating expenses of the Corporate and Other segment		(9,081)		(10,631)
Underwriting (loss) profit		(6,220)		721
Losses and loss adjustment expenses – retroactive reinsurance		(14,189)		1,928
Net investment income		21,327		20,008
Net realized and unrealized losses on investments		(6,632)		(1,371)
Other income and expenses		759		355
Interest expense		(5,589)		(5,541)
Amortization of intangible assets		(91)		(91)

(Loss) income from continuing operations before income taxes		$	(10,635)	$	16,009

10. Other Operating Expenses and Other Expenses

Other operating expenses consist of the following:


	Three Months Ended March 31,
		2026		2025
		(in thousands)
Amortization of policy acquisition costs		$	17,760	$	17,540
Other underwriting expenses of the operating segments		21,210		22,389
Other operating expenses of the Corporate and Other segment		9,081		10,631
Total		$	48,051	$	50,560

Other expenses of $128,000 and $563,000 for the three months ended March 31, 2026 and 2025, respectively, primarily consist of certain nonoperating expenses including legal and other professional fees and other expenses related to various strategic initiatives.

11. Senior Debt

On June 12, 2025, the Company entered into a Credit Agreement (the “Credit Agreement”). The Credit Agreement replaced the Company’s Third Amended and Restated Credit Agreement dated July 7, 2023 (the “Previous Credit Agreement”), which provided for a $212.5 million unsecured revolving credit facility and a $45.0 million secured revolving credit facility.

The Credit Agreement provides for a $212.5 million unsecured revolving credit facility available for general corporate purposes and matures on June 12, 2028. Following the sale of JRG Re, the Company no longer had a need for the secured revolving credit facility provided by the Previous Credit Agreement. The interest rates applicable to the loans under the Credit Agreement are generally based on the Secured Overnight Financing Rate (“SOFR”) plus a specified margin (2.75% at March 31, 2026) based on the Company’s Leverage Ratio (as defined in the Credit Agreement). In addition, the Company will pay an unused facility fee on each lender’s commitment (0.3% at March 31, 2026).

At March 31, 2026, the Company had a drawn balance of $210.8 million outstanding under the Credit Agreement, including $25.0 million previously borrowed on January 27, 2025 under the Previous Credit Agreement which was contributed to our regulated insurance entities.

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

The Credit Agreement provides for an accordion feature that permits the Company to request that one or more lenders (without the consent of the other lenders) or new financial institutions (with the consent of the Administrative Agent) provide it with increases in the credit facility of up to an aggregate of $30.0 million, subject to satisfaction of certain conditions.

The Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default. The Credit Agreement also includes financial covenants, including a maximum leverage ratio and minimum consolidated net worth, risk-based capital ratio and financial strength rating requirements with which the Company was in compliance at March 31, 2026.

In connection with the Credit Agreement, James River Group entered into a Continuing Guaranty of Payment dated June 12, 2025 pursuant to which James River Group guarantees the payment and performance of the Company’s obligations under the Credit Agreement and other loan documents.

12. Fair Value Measurements

Three levels of inputs are used to measure fair value of financial instruments: (1) Level 1: quoted price (unadjusted) in active markets for identical assets, (2) Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument, and (3) Level 3: inputs to the valuation methodology are unobservable for the asset or liability.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.

The fair values of fixed maturity securities, equity securities, and bank loan participations have been determined using fair value prices provided by the Company's investment accounting services provider or investment managers, who utilize internationally recognized independent pricing services. The prices provided by the independent pricing services are generally based on observable market data in active markets (e.g. broker quotes and prices observed for comparable securities). Values for U.S. Treasury and publicly-traded equity securities are generally based on Level 1 inputs which use the market approach valuation technique. The values for all other fixed maturity securities (including state and municipal securities and obligations of U.S. government corporations and agencies) and bank loan participations generally incorporate significant Level 2 inputs, and in some cases, Level 3 inputs, using the market approach and income approach valuation techniques. There have been no changes in the Company’s use of valuation techniques since December 31, 2024.

The Company reviews fair value prices provided by its outside investment accounting service provider or investment managers for reasonableness by comparing the fair values provided by the managers to those provided by its investment custodian. The Company also reviews and monitors changes in unrealized gains and losses. The Company has not historically adjusted security prices. The Company obtains an understanding of the methods, models and inputs used by the investment managers and independent pricing services, and controls are in place to validate that prices provided represent fair values. The Company’s control process includes, but is not limited to, initial and ongoing evaluation of the methodologies used, a review of specific securities and an assessment for proper classification within the fair value hierarchy, and obtaining and reviewing internal control reports for the investment manager that obtains fair values from independent pricing services.

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

Assets measured at fair value on a recurring basis as of March 31, 2026 are summarized below:


	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
	(in thousands)
Fixed maturity securities, available-for-sale:
State and municipal	$	—	$	224,455	$	—	$	224,455
Residential mortgage-backed	—		466,820		—		466,820
Corporate	—		606,439		—		606,439
Commercial mortgage and asset-backed	—		121,745		—		121,745

U.S. Treasury securities and obligations guaranteed by the U.S. government	14,916		—		—		14,916

Total fixed maturity securities, available-for-sale	$	14,916	$	1,419,459	$	—	$	1,434,375
Equity securities:
Preferred stock	—		69,795		—		69,795
Common stock	—		2,513		9		2,522
Total equity securities	$	—	$	72,308	$	9	$	72,317

Bank loan participations	$	—	$	153,336	$	—	$	153,336
Short-term investments	$	—	$	597	$	—	$	597

Assets measured at fair value on a recurring basis as of December 31, 2025 are summarized below:


	Fair Value Measurements Using
	Quoted Prices in Active Markets for Identical Assets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
	(in thousands)
Fixed maturity securities, available-for-sale:
State and municipal	$	—	$	219,477	$	—	$	219,477
Residential mortgage-backed	—		472,718		—		472,718
Corporate	—		577,754		—		577,754
Commercial mortgage and asset-backed	—		120,535		—		120,535

U.S. Treasury securities and obligations guaranteed by the U.S. government	14,290		—		—		14,290

Total fixed maturity securities, available-for-sale	$	14,290	$	1,390,484	$	—	$	1,404,774
Equity securities:
Preferred stock	—		70,601		—		70,601
Common stock	—		2,487		4		2,491
Total equity securities	$	—	$	73,088	$	4	$	73,092
Bank loan participations	$	—	$	155,138	$	—	$	155,138
Short-term investments	$	—	$	—	$	—	$	—

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

A reconciliation of the beginning and ending balances of available-for-sale fixed maturity securities, equity securities, and bank loan participations measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is shown below:


	Three Months Ended March 31,
		2026		2025
	(in thousands)
Beginning balance		$	4	$	5
Transfers out of Level 3		—		—
Transfers in to Level 3		—		—
Purchases		—		—
Sales		—		—
Maturities, calls and paydowns		—		—
Amortization of discount		—		—
Total gains or losses (realized/unrealized):
Included in earnings		5		(3)
Included in other comprehensive income		—		—
Ending balance		$	9	$	2

The Company held one equity security at March 31, 2026, December 31, 2025 and December 31, 2024 for which the fair value was determined using significant unobservable inputs (Level 3). The fair values for the equity security (disclosed above) were obtained from our asset manager, who used an internal model to value the security.

Transfers out of Level 3 occur when the Company is able to obtain reliable prices from pricing vendors for securities for which the Company was previously unable to obtain reliable prices. Transfers in to Level 3 occur when the Company is unable to obtain reliable prices for securities from pricing vendors and instead must use broker price quotes to value the securities.

There were no transfers between Level 1 and Level 2 during the three months ended March 31, 2026 or 2025. The Company recognizes transfers between levels at the beginning of the reporting period.

In the determination of the fair value for bank loan participations and certain high yield bonds, the Company’s investment manager endeavors to obtain data from multiple external pricing sources. External pricing sources may include brokers, dealers and price data vendors that provide a composite price based on prices from multiple dealers. Such external pricing sources typically provide valuations for normal institutional size trading units of such securities using methods based on market transactions for comparable securities, and various relationships between securities, as generally recognized by institutional dealers. For investments in which the investment manager determines that only one external pricing source is appropriate or if only one external price is available, the relevant investment is generally recorded at fair value based on such price.

Investments for which external sources are not available or are determined by the investment manager not to be representative of fair value are recorded at fair value as determined by the Company, with input from its investment managers and valuation specialists as considered necessary. In determining the fair value of such investments, the Company considers one or more of the following factors: type of security held, convertibility or exchangeability of the security, redeemability of the security (including the timing of redemptions), application of industry accepted valuation models, recent trading activity, liquidity, estimates of liquidation value, purchase cost, and prices received for securities with similar terms of the same issuer or similar issuers. At March 31, 2026 and December 31, 2025, there were no investments for which external sources were unavailable to determine fair value.

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

The carrying values and fair values of financial instruments are summarized below:


	March 31, 2026				December 31, 2025
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(in thousands)
Assets
Fixed maturity securities, available-for-sale	$	1,434,375	$	1,434,375	$	1,404,774	$	1,404,774
Equity securities	72,317		72,317		73,092		73,092

Bank loan participations	153,336		153,336		155,138		155,138
Cash and cash equivalents	227,607		227,607		260,941		260,941
Restricted cash equivalents	8,557		8,557		8,481		8,481
Short-term investments	597		597		—		—
Other invested assets – notes receivable	45,193		45,653		43,401		44,639
Liabilities
Senior debt	225,800		228,855		225,800		230,007
Junior subordinated debt	104,055		114,511		104,055		116,093

The fair values of fixed maturity securities, equity securities, and bank loan participations have been determined using quoted market prices for securities traded in the public market or prices using bid or closing prices for securities not traded in the public marketplace. The fair values of cash and cash equivalents and short-term investments approximate their carrying values due to their short-term maturity.

The fair values of other invested assets-notes receivable, senior debt, and junior subordinated debt at March 31, 2026 and December 31, 2025 were determined by calculating the present value of expected future cash flows under the terms of the note agreements or debt agreements, as applicable, discounted at an estimated market rate of interest at March 31, 2026 and December 31, 2025, respectively. The Company also utilized an internally developed valuation model based on the spread of a comparable market index to determine the fair value of certain other invested assets-notes receivable at March 31, 2026 and December 31, 2025.

The fair values of senior debt, junior subordinated debt, and invested assets-notes receivable, classified in other invested assets, at March 31, 2026 and December 31, 2025 were determined using inputs to the valuation methodology that are unobservable (Level 3).

13. Series A Preferred Shares

The Company has 112,500 7% Series A Perpetual Cumulative Convertible Preferred Shares, par value $0.00125 per share (the “Series A Preferred Shares”) outstanding as of March 31, 2026 and December 31, 2025. The Series A Preferred Shares were issued on March 1, 2022 and are held by GPC Partners Investments (Thames) LP (“GPC Partners”), an affiliate of Gallatin Point Capital LLC.

The Series A Preferred Shares rank senior to our common stock with respect to dividend rights and rights on the distribution of assets on any liquidation, dissolution or winding up of the affairs of the Company, upon which the holders of Series A Preferred Shares would receive the greater of the $1,000 liquidation preference per share (the “Liquidation Preference”) plus accrued and unpaid dividends, or the amount they would have received if they had converted all of their Series A Preferred Shares to common stock immediately before such liquidation, dissolution or winding up.

Holders of the Series A Preferred Shares are entitled to a dividend at the rate of 7% of the Liquidation Preference per annum, paid in cash, in-kind in common stock or in Series A Preferred Shares, at the Company’s election. On October 1, 2029, and each five-year anniversary thereafter, the dividend rate will reset to a rate equal to the five-year U.S. treasury rate plus 5.2%, subject to a cap of 8.0%. Dividends accrue and are payable quarterly. Cash dividends of $2.0 million were declared on the Series A Preferred Shares in each of the three-month periods ended March 31, 2026 and 2025.

The Series A Preferred Shares are convertible at the option of the holders thereof at any time into common stock at a conversion price of $8.32, making the Series A Preferred Shares convertible into 13,521,634 shares of common stock. The conversion price is subject to customary anti-dilution adjustments, including cash dividends on the common stock above specified levels.

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

The Certificate of Designations setting forth the terms of the Series A Preferred Shares (the “Certificate of Designations”) limits the Company's ability to pay dividends to its common shareholders. If the Company pays cash dividends of more than $0.05 per share of common stock per quarter, without the consent of at least the majority of the Series A Preferred Shares then outstanding, the Company will be required to reduce the conversion price of the Series A Preferred Shares. Additionally, the payment of cash dividends in excess of $0.10 per share of common stock per quarter is not permitted if the dividends on the Series A Preferred Shares for that quarter are not paid in cash, unless the Company’s insurance subsidiaries satisfy certain capital requirements. Share dividends payable on the common stock to the Company's shareholders also trigger a reduction of the conversion price applicable to the Series A Preferred Shares. None of the triggers that would result in adjustments to the conversion price have been met at March 31, 2026.

If at any time the volume-weighted average price (“VWAP”) per share of common stock is greater than 200% of the then applicable conversion price for at least twenty (20) consecutive trading days, the Company will be able to elect to convert (a “Mandatory Conversion”) all of the outstanding Series A Preferred Shares into common stock. In the case of a Mandatory Conversion, each Series A Preferred Share then outstanding will be converted into (i) the number of shares of common stock equal to the quotient of (A) the sum of the Liquidation Preference and the accrued and unpaid dividends with respect to such Series A Preferred Share to be converted divided by (B) the conversion price of such share in effect as of the date of the Mandatory Conversion plus (ii) cash in lieu of fractional shares.

Upon any Mandatory Conversion on or before March 1, 2027, all dividends that would have accrued from the date of the Mandatory Conversion to the later of March 1, 2027 or the last day of the eighth quarter following the date of the Mandatory Conversion, the last eight quarters of which will be discounted to present value using a discount rate of 3.5% per annum, and will be immediately payable in common stock, valued at the average of the daily VWAP of the Company’s common stock during the five (5) trading days immediately preceding the conversion.

The holders of the Series A Preferred Shares may require the Company to repurchase their shares upon the occurrence of certain change of control events. Upon the occurrence of a Fundamental Change (as defined in the Certificate of Designations), each holder of outstanding Series A Preferred Shares will be permitted to, at its election, (i) effective as of immediately prior to the Fundamental Change, convert all or a portion of its Series A Preferred Shares into common stock, or (ii) require the Company to repurchase any or all of such holder’s Series A Preferred Shares at a purchase price per Series A Preferred Share equal to the Liquidation Preference of such Series A Preferred Share plus accrued and unpaid dividends plus, if the Fundamental Change repurchase occurs prior to March 1, 2027, all dividends that would have accrued up to such date, but that have not been paid. The repurchase price will be payable in cash.

Because the Company may be required to repurchase all or a portion of the Series A Preferred Shares at the option of the holder upon the occurrence of certain change of control events, the Series A Preferred Shares are classified as mezzanine equity in the Company's consolidated balance sheets and recognized at their determined fair value of $133.1 million. The Series A Preferred Shares were valued using a lattice method commonly applied to value preferred shares. The Series A Preferred Shares are classified as Level 3 in the valuation hierarchy due to the presence of significant unobservable inputs.

The Certificate of Designations limits transfers of the Series A Preferred Shares without the Company’s consent if, after the transfer, the transferee would hold 9.9% or more of the voting equity of the Company or, in the event of an A.M. Best downgrade of James River Insurance Company below A- (Excellent), 19.9% of the voting equity.

Under the terms of the Investment Agreement, GPC Partners has the right to designate one member of the Board (the “Series A Designee”). GPC Partners designated Matthew Botein as the Series A Designee, and Mr. Botein was approved by the Board as a director with a term that expired at the 2024 annual general meeting of the Company’s shareholders. Mr. Botein was re-elected as a director at each of the 2024 and 2025 annual meetings of shareholders for a term expiring at the following year's annual meeting.

14. Capital Stock and Equity Awards

Common Shares

Total common shares outstanding increased from 45,968,584 at December 31, 2025 to 46,236,856 at March 31, 2026, reflecting 268,272 common shares issued in the three months ended March 31, 2026 related to vesting of RSUs.

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

Dividends

The Company declared the following dividends on common shares during the first three months of 2026 and 2025:


Date of Declaration	Dividend per Common Share		Payable to Shareholders of Record on	Payment Date	Total Amount

2026
February 20, 2026	$	0.01	March 13, 2026	March 31, 2026	$	484,837




2025
February 20, 2025	$	0.01	March 10, 2025	March 31, 2025	$	477,412

Included in the total dividends for the three months ended March 31, 2026 and 2025 are $22,000 and $18,000, respectively, of dividend equivalents on unvested RSUs. The balance of dividends payable on unvested RSUs was $90,000 at March 31, 2026 and $127,000 at December 31, 2025.

Equity Incentive Plans

The Company’s shareholders have approved various equity incentive plans, including the 2014 Long Term Incentive Plan (“2014 LTIP”) and the 2014 Non-Employee Director Incentive Plan (“2014 Director Plan”) (collectively, the “Plans”). All awards issued under the Plans are issued at the discretion of the Board of Directors.

Employees are eligible to receive non-qualified stock options, incentive stock options, share appreciation rights, performance shares, restricted shares, RSUs, and other awards under the 2014 LTIP. The 2014 LTIP was amended on October 23, 2025, increasing the number of shares available for issuance under the 2014 LTIP by 1,650,000 shares. Following the amendment, the maximum number of shares available for issuance under the 2014 LTIP is 7,157,650, and at March 31, 2026, 1,328,128 shares are available for grant.

On July 26, 2022, the Board of Directors of the Company approved a new long-term incentive plan (the “LTI Plan”) under the 2014 LTIP. The LTI Plan is designed to align compensation of designated senior officers of the Company with Company performance and shareholder interests over the long-term. Awards under the LTI Plan are made in the form of performance restricted share units (a “PRSU”) and service based restricted share units (RSUs).

Each PRSU represents a contingent right to receive one Company share of common stock based upon the level of achievement of certain performance metrics during specified three-year fiscal performance periods, with payout for achievement of threshold, target and maximum performance levels set at 50%, 100% and 200% of the target number of PRSUs, respectively. Initial PRSU awards are granted at the 100% target performance level. The Company projects the level of achievement for each award during the relevant performance period and periodically adjusts the number of outstanding awards to reflect the number of awards expected to vest.

Non-employee directors of the Company are eligible to receive non-qualified stock options, share appreciation rights, performance shares, restricted shares, RSUs, and other awards under the 2014 Director Plan. The 2014 Director Plan was amended on October 23, 2025, increasing the number of shares available for issuance under the 2014 LTIP by 225,000 shares. Following the amendment, the maximum number of shares available for issuance under the 2014 Director Plan is 475,000, and at March 31, 2026, 176,273 shares are available for grant.

Generally, awards issued under the 2014 LTIP and 2014 Director Plan vest immediately in the event that an award recipient is terminated without Cause (as defined in the applicable plans), and in the case of the 2014 LTIP for Good Reason (as defined in the applicable plans), at any time following a Change in Control (as defined in the applicable plans).

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JAMES RIVER GROUP HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (continued)

RSUs

The following table summarizes RSU activity:


	Three Months Ended March 31,
	2026			2025
	Shares	Weighted- Average Grant Date Fair Value		Shares	Weighted- Average Grant Date Fair Value

Unvested, beginning of period	1,299,644	$	6.61	885,173	$	15.30
Granted	1,316,294	$	6.94	1,321,733	$	3.68
Vested	(367,456)	$	10.38	(358,399)	$	17.96
Forfeited	(621)	$	24.83	—	$	—
PRSU performance adjustment	(1,101)	$	24.83	—	$	—
Unvested, end of period	2,246,760	$	6.17	1,848,507	$	6.48

Outstanding RSUs granted to employees generally vest ratably over a three year vesting period. RSUs granted to non-employee directors generally have a one year vesting period. The holders of RSUs are entitled to dividend equivalents. The dividend equivalents are settled in cash at the same time that the underlying RSUs vest and are subject to the same risk of forfeiture as the underlying shares. The fair value of the RSUs granted is generally based on the market price of the underlying shares at the date of grant. The RSUs granted in 2026 and 2025 include 372,873 and 620,108 PRSU awards, respectively. Initial PRSU awards are granted at the 100% target performance level. The Company projects the level of achievement for each award during the performance period and periodically adjusts the number of outstanding awards to reflect the number of awards expected to vest.

Compensation Expense

Share based compensation expense is recognized on a straight-line basis over the vesting period. The amount of expense and related tax benefit is summarized below:


	Three Months Ended March 31,
		2026		2025
		(in thousands)
Share based compensation expense		$	1,464	$	2,660
U.S. tax benefit on share based compensation expense		307		516

At March 31, 2026, the Company had $11.4 million of unrecognized share based compensation expense expected to be charged to earnings over a weighted-average period of 2.5 years.

15. Subsequent Events

On April 23, 2026, the Board of Directors declared a cash dividend of $0.01 per share of common stock. The dividend is payable on June 30, 2026 to shareholders of record on June 8, 2026.

On April 23, 2026, the Board of Directors declared a quarterly dividend on the Series A Preferred Shares. The dividend of up to $2.0 million will be payable in cash on June 30, 2026 to shareholders of record on June 15, 2026.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of many factors. Factors that could cause such differences are discussed in the sections entitled “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q, and Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026, or for any other future period. The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025.

The accompanying condensed consolidated financial statements and related notes have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and include the accounts of James River Group Holdings, Inc. and its subsidiaries. Unless the context indicates or suggests otherwise, references to “the Company”, “we”, “us” and “our” refer to James River Group Holdings, Inc. and its subsidiaries.

Our Business

James River Group Holdings, Inc. owns and operates a group of specialty property and casualty insurance companies focused on underwriting small and middle market casualty risks within the U.S. excess and surplus (“E&S”) lines market. Our objective is to generate compelling returns on tangible common equity while limiting underwriting and investment volatility. We seek to accomplish this by earning profits from insurance underwriting and generating meaningful risk-adjusted investment returns, while managing our capital.

We report our continuing operations in three reportable segments:

•The Excess & Surplus Lines segment offers commercial excess and surplus lines liability and property insurance in every U.S. state, the District of Columbia, Puerto Rico and the U.S. Virgin Islands through James River Insurance Company and its wholly-owned subsidiary, James River Casualty Company;

•The Specialty Admitted Insurance segment focuses on niche classes within the standard insurance markets through its fronting business, where we retain a minority share of the risk and seek to earn fee income by allowing other carriers and producers to use our licensure, ratings, expertise and infrastructure. Through Falls Lake National and its subsidiaries, this segment has admitted licenses and the authority to write excess and surplus lines insurance in 50 states and the District of Columbia and distributes through a variety of sources, including program administrators and managing general agents;

•The Corporate and Other segment consists of the management, technology, and treasury activities of our holding companies, interest expense associated with our debt, and expenses of our holding companies, including public company expenses and long-term incentive compensation (including share-based compensation) for the group.

Our discontinued operations include losses recognized on the disposal of JRG Reinsurance Company Ltd. (“JRG Re”). The sale of JRG Re, which previously comprised the remaining operations of the former Casualty Reinsurance segment, closed on April 16, 2024, and resulted in the disposition of the Company's casualty reinsurance business and related assets. The Company has no continued involvement with JRG Re following the sale.

All of the Company’s U.S.-domiciled insurance subsidiaries are party to an intercompany pooling agreement that distributes the net underwriting results among the group companies based on their approximate pro-rata level of statutory capital and surplus to the total Company statutory capital and surplus. We report all segment information in this ‘‘Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ prior to the effects of intercompany reinsurance, consistent with the manner in which we evaluate the operating performance of our reportable segments.

The A.M. Best Company financial strength rating for our group’s insurance subsidiaries is “A-” (Excellent) with a negative outlook. This rating reflects A.M. Best’s evaluation of our insurance subsidiaries’ financial strength, operating performance and ability to meet obligations to policyholders and is not an evaluation directed towards the protection of investors. The rating for our operating insurance companies of “A-” (Excellent) is the fourth highest rating of the thirteen ratings issued by A.M. Best and is assigned to insurers that have, in A.M. Best’s opinion, an excellent ability to meet their ongoing obligations to policyholders.

The financial strength ratings assigned by A.M. Best have an impact on the ability of our insurance subsidiaries to attract and retain agents and brokers and on the risk profiles of the submissions for insurance that our subsidiaries receive. We believe the “A-” (Excellent) ratings assigned to our insurance subsidiaries allow our Excess & Surplus Lines segment to actively pursue relationships with the agents and brokers identified in its marketing plans. If we remain on negative outlook for an extended

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period of time, A.M. Best may downgrade our rating, which would have a materially adverse effect on our ability to continue to write new business.

Key Metrics

We discuss certain key metrics, described below, which we believe provide useful information about our business and the operational factors underlying our financial performance.

Underwriting profit is a non-GAAP measure commonly used in the property and casualty insurance industry to evaluate underwriting performance. We believe that the disclosure of underwriting profit by individual segment and of the Company as a whole is useful to investors, analysts, rating agencies and other users of our financial information in evaluating our performance because our objective is to consistently earn underwriting profits. We evaluate the performance of our segments and allocate resources based primarily on the potential for underwriting profit. We define underwriting profit as net earned premiums and gross fee income (in specific instances when the Company is not retaining insurance risk) less losses and loss adjustment expenses on business from continuing operations not subject to retroactive reinsurance accounting and other operating expenses. Other operating expenses include the underwriting, acquisition, and insurance expenses of the operating segments and, for consolidated underwriting profit, the expenses of the Corporate and Other segment. Our definition of underwriting profit may not be comparable to that of other companies. See “Reconciliation of Non-GAAP Measures” for a reconciliation of underwriting profit to income from continuing operations before taxes and for additional information.

Loss ratio, expressed as a percentage, is the ratio of losses and loss adjustment expenses on business from continuing operations not subject to retroactive reinsurance accounting to net earned premiums. Our definition of loss ratio may not be comparable to that of other companies. See “Underwriting Performance Ratios” for a reconciliation of underwriting ratios.

Accident year loss ratio, expressed as a percentage, is the ratio of losses and loss adjustment expenses for the current accident year (excluding development on prior accident year reserves) to net earned premiums for the current year (excluding ceded earned premium associated with adverse development covers covering prior accident years and net earned premium adjustments on certain reinsurance treaties with reinstatement premiums associated with prior years).

Expense ratio, expressed as a percentage, is the ratio of other operating expenses net of gross fee income included in other income to net earned premiums.

Combined ratio is a measure of underwriting performance calculated as the sum of the loss ratio and the expense ratio. A combined ratio of less than 100% indicates an underwriting profit, while a combined ratio greater than 100% reflects an underwriting loss. Our definition of combined ratio may not be comparable to that of other companies. See “Underwriting Performance Ratios” for a reconciliation of underwriting ratios.

Adjusted net operating income is an internal performance measure used in the management of our operations. We believe it gives our management and other users of our financial information useful insight into our results of operations and our underlying business performance. Adjusted net operating income is defined as income available to common shareholders excluding a) income (loss) from discontinued operations, b) the impact of retroactive reinsurance accounting, c) net realized and unrealized gains (losses) on investments, d) certain non-operating expenses such as professional service fees related to certain lawsuits, various strategic initiatives, and the filing of registration statements for the offering of securities, e) severance costs associated with terminated employees, f) deemed dividends recorded with the amendment of the Series A Preferred Shares, and g) the one-time tax benefit from the Domestication for business interest expenses. Adjusted net operating income is a non-GAAP measure and should not be viewed as a substitute for net income calculated in accordance with GAAP. Our definition of adjusted net operating income may not be comparable to that of other companies. See “Reconciliation of Non-GAAP Measures” for a reconciliation of income available to common shareholders to adjusted net operating income.

Tangible equity is defined as shareholders' equity plus mezzanine Series A Preferred Shares (as defined below) and the unrecognized deferred retroactive reinsurance gain less goodwill and intangible assets, net of amortization. Tangible equity is a non-GAAP measure and should not be viewed as a substitute for shareholders’ equity calculated in accordance with GAAP. Our definition of tangible equity may not be comparable to that of other companies. See “Reconciliation of Non-GAAP Measures” for a reconciliation of shareholders' equity to tangible equity.

Tangible equity per share represents tangible equity divided by the sum of total common shares outstanding plus the common shares resulting from an assumed conversion of the outstanding Series A Preferred Shares into common shares (at the conversion price effective as of the last day of the applicable period).

Tangible common equity is defined as shareholders' equity plus the unrecognized deferred retroactive reinsurance gain less goodwill and intangible assets, net of amortization. We believe tangible common equity is a good measure to evaluate the strength of our balance sheet and to compare returns relative to this measure. Key financial measures that we use to assess our longer term financial performance include the percentage growth in our tangible common equity per share and our return on tangible common equity. Tangible common equity is a non-GAAP measure and should not be viewed as a substitute for

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shareholders’ equity calculated in accordance with GAAP. Our definition of tangible common equity may not be comparable to that of other companies. See “Reconciliation of Non-GAAP Measures” for a reconciliation of shareholders' equity to tangible common equity.

Tangible common equity per share represents tangible common equity divided by the total shares of common stock outstanding.

Adjusted net operating return on tangible common equity is defined as annualized adjusted net operating income expressed as a percentage of the average quarterly tangible common equity balances in the respective period.

Net retention is defined as the ratio of net written premiums to gross written premiums.

Gross investment yield is annualized investment income before any deductions for fees and expenses, expressed as a percentage of the average beginning and ending carrying values of those investments during the period.

Unless specified otherwise, all references to our defined metrics above in this “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” are for our business from continuing operations that is not subject to retroactive reinsurance accounting. Management believes that the lack of economic impact of retroactive reinsurance accounting makes the presentation of our key metrics on business not subject to retroactive reinsurance accounting helpful to the users of our financial information. See “Underwriting Performance Ratios” and “Reconciliation of Non-GAAP Measures.”

Critical Accounting Policies and Estimates

In preparing the unaudited condensed consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ significantly from those estimates.

The most critical accounting policies involve significant estimates and include those used in determining the reserve for losses and loss adjustment expenses and investment valuation and impairment. For a detailed discussion of each of these policies, refer to our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes to any of these policies during the current year.

Recent Strategic Actions

Domestication of James River Group Holdings, Inc. (“JRG Holdings”)

On November 7, 2025, we changed our jurisdiction of incorporation from Bermuda to Delaware, and we refer to this change as the “Domestication”. On the effective date, our common shares issued and outstanding immediately prior to the effective time of the Domestication automatically converted by operation of law into an equivalent number of shares of common stock of James River Group Holdings, Inc., a Delaware corporation. The Company recognized a one-time tax benefit of $14.1 million related to business interest expense effective with the Domestication. The Domestication is expected to lower the Company’s effective tax rate, as holding company expenses and interest expense (previously incurred in Bermuda and ineligible for U.S. tax deduction) will receive a U.S. tax deduction in future periods, as well as bring additional operating efficiencies. In connection with the Domestication, the Company dissolved James River Group Holdings UK Limited, its prior UK intermediate holding company, effective December 23, 2025.

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RESULTS OF OPERATIONS

The following table summarizes our results:


	Three Months Ended March 31,
		2026			2025			% Change
		($ in thousands)
Gross written premiums		$	236,373		$	294,361		(19.7)	%
Net retention		50.8		%	43.5		%
Net written premiums		$	120,098		$	127,956		(6.1)	%
Net earned premiums		$	135,712		$	151,902		(10.7)	%
Losses and loss adjustment expenses excluding retroactive reinsurance		(93,971)			(101,453)			(7.4)	%
Other operating expenses		(47,961)			(49,728)			(3.6)	%
Underwriting (loss) profit (1), (2)		(6,220)			721			—
Losses and loss adjustment expenses - retroactive reinsurance		(14,189)			1,928			—
Net investment income		21,327			20,008			6.6	%
Net realized and unrealized losses on investments		(6,632)			(1,371)			383.7	%
Other income and expense		759			355			113.8	%
Interest expense		(5,589)			(5,541)			0.9	%
Amortization of intangible assets		(91)			(91)			—

(Loss) income from continuing operations before taxes		(10,635)			16,009			—
Income tax (benefit) expense on continuing operations		(1,861)			5,021			—
Net (loss) income from continuing operations		(8,774)			10,988			—
Net loss from discontinued operations, net of tax		(149)			(1,414)			(89.5)	%
Net (loss) income		(8,923)			9,574			—
Dividends on Series A Preferred Shares		(1,969)			(1,969)			—
Net (loss) income available to common shareholders		$	(10,892)		$	7,605		—
Adjusted net operating income (1)		$	5,806		$	9,102		(36.2)	%
Ratios:
Loss ratio		69.2		%	66.8		%
Expense ratio		35.4		%	32.7		%
Combined ratio		104.6		%	99.5		%
Accident year loss ratio		66.1		%	65.5		%

(1)Underwriting profit and adjusted net operating income are non-GAAP measures. See “Reconciliation of Non-GAAP Measures.”

(2)Included in underwriting results for the three months ended March 31, 2026 and 2025 is gross fee income of $1.5 million, and $4.3 million, respectively.

Three Months Ended March 31, 2026 and 2025

The Company reported a net loss from continuing operations of $8.8 million for the three months ended March 31, 2026. This compares to net income from continuing operations of $11.0 million for the three months ended March 31, 2025. Adjusted net operating income was $5.8 million and $9.1 million in the respective periods.

Underwriting results were a loss of $6.2 million (combined ratio of 104.6%) for the three months ended March 31, 2026 compared to an underwriting profit of $721,000 (combined ratio of 99.5%) for the three months ended March 31, 2025. Underwriting results for the respective periods include $6.7 million and $3.1 million of premium adjustments associated with prior years including reinstatement premiums in the Excess & Surplus Lines segment which reduced net written and net earned premiums, and underwriting profit. The impact of the premium adjustments was a 4.9 and 2.0 percentage point increase in our combined ratios in the respective periods. The premium adjustments in the current period were primarily reinstatement premiums driven by one large claim ceded to a $9.0 million excess of $2.0 million treaty. The Company has less than $10.0 million of remaining exposure to additional reinstatement premiums on this treaty.

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The loss ratio for the current year period was 2.4 points higher than the prior year due to a slightly higher current accident year loss ratio and the impact of premium adjustments in the Excess & Surplus Lines segment (3.2 points and 1.4 points in the respective periods). Net reserve development on prior accident years (excluding adverse prior year development that is subject to deferral under retroactive reinsurance accounting - see discussion below) was $165,000 and $131,000 favorable in the three months ended March 31, 2026 and 2025, respectively.

Our expense ratio increased from 32.7% in the prior year to 35.4% in the current year primarily reflecting the premium adjustments in the Excess & Surplus Lines segment which represented a 1.7 and 0.6 percentage point increase in the consolidated expense ratio in the respective periods. The higher current year expense ratio also reflects lower ceding commissions in the Excess & Surplus Lines segment as we are retaining a greater percentage of the business we are writing in the segment and the decline in net earned premiums in the Specialty Admitted segment due to our selective approach to new fronting opportunities and the non-renewal of several programs. General and administrative expenses for the total Company were down $4.0 million compared to the prior year.

Investment income increased by $1.3 million or 6.6% in the three months ended March 31, 2026 compared to the same period in the prior year driven by higher income from our private investments reflecting growth in our structured private credit investments, partially offset by lower yields elsewhere in the portfolio. Net realized and unrealized losses on investments of $6.6 million for the three months ended March 31, 2026 include $4.9 million and $1.8 million of net realized and unrealized losses on bank loan participations and equity securities, respectively. This compares to net realized and unrealized losses of $1.4 million for the three months ended March 31, 2025 which included $2.3 million of net realized and unrealized losses on bank loan participations, partially offset by $918,000 of net realized and unrealized gains on equity securities (see Investing Results below).

Discontinued operations include losses recognized on the sale of JRG Re. For the three months ended March 31, 2026, the loss on disposal of $149,000 included additional selling costs incurred by the Company related to the sale of JRG Re net of a tax benefit. For the three months ended March 31, 2025, the loss on disposal of $1.4 million included a final downward adjustment to the closing date purchase price plus interest of $520,000 and $894,000 of additional selling costs incurred by the Company related to the sale of JRG Re.

Adjusted net operating income declined from the prior year due to the lower underwriting results, partially offset by higher investment income. Tangible common equity declined 1.3% in the three months ended March 31, 2026 driven by the net loss for the period and unrealized losses on fixed maturities in other comprehensive income caused by higher interest rates. Our 5.7% adjusted net operating return on tangible common equity for the three months ended March 31, 2026 compares to an 11.5% return for the three months ended March 31, 2025.

Loss Portfolio Transfers and Adverse Development Covers

Commercial Auto Loss Portfolio Transfer

On September 27, 2021, James River Insurance and James River Casualty Company (together, “James River”) entered into a loss portfolio transfer transaction (the “Commercial Auto LPT”) with Aleka Insurance, Inc. (“Aleka”), a captive insurance company affiliate of Rasier LLC, to reinsure substantially all of the Excess & Surplus Lines segment's legacy portfolio of commercial auto policies previously issued to Rasier LLC and its affiliates (collectively, “Rasier”) for which James River is not otherwise indemnified by Rasier. The reinsurance coverage is structured to be fully collateralized, is not subject to an aggregate limit, and is subject to certain exclusions. The cumulative amounts ceded under the loss portfolio transfer was $451.4 million as of both March 31, 2026 and December 31, 2025.

Combined Loss Portfolio Transfer and Adverse Development Cover

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aggregate limit being $397.0 million) in exchange for a reinsurance premium paid by James River equal to $313.2 million, and (b) James River continues to manage claims and to manage and collect the benefit of other existing third-party reinsurance on the Subject Business, which third-party reinsurance inures to the benefit of the E&S ADC. Additional adverse development of $35.0 million (net of the Company's 15% retention) recognized on the subject business of the E&S ADC in the year ended December 31, 2025 exhausted the remaining limit of the E&S ADC.

Adverse Development Cover

Retroactive Reinsurance Accounting

The Company periodically reevaluates the remaining reserves subject to the Commercial Auto LPT, the E&S ADC, and the E&S Top Up ADC, and when recognized adverse prior year development on the subject business causes the cumulative amounts ceded under the agreements to exceed the consideration paid, the agreements move into a gain position subject to retroactive reinsurance accounting under GAAP. Gains are deferred under retroactive reinsurance accounting and recognized in earnings in proportion to actual paid recoveries under the agreements using the recovery method. While the deferral of gains can introduce volatility in the Company's operating results in the short-term, over the life of the contract, we would expect no economic impact to the Company as long as the counterparty performs under the contract. The impact of retroactive reinsurance accounting is not indicative of the Company's current and ongoing operations.

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	Three Months Ended March 31,
	2026		2025
	(in thousands)
Commercial Auto LPT
Deferred retroactive reinsurance gain at beginning of period	$	2,927	$	9,222
Adverse prior year development ceded on subject business	—		144
Retroactive reinsurance benefits under the recovery method	(591)		(2,072)
Deferred retroactive reinsurance gain at end of period	$	2,336	$	7,294

E&S ADC
Deferred retroactive reinsurance gain at beginning of period	$	83,793	$	48,748
Adverse prior year development ceded on subject business	—		—
Retroactive reinsurance benefits under the recovery method	—		—
Deferred retroactive reinsurance gain at end of period	$	83,793	$	48,748

E&S Top Up ADC
Deferred retroactive reinsurance gain at beginning of period	$	—	$	—
Adverse prior year development ceded on subject business	14,780		—
Retroactive reinsurance benefits under the recovery method	—		—
Deferred retroactive reinsurance gain at end of period	$	14,780	$	—

Total
Deferred retroactive reinsurance gain at beginning of period	$	86,720	$	57,970
Adverse prior year development ceded on subject business	14,780		144
Retroactive reinsurance benefits under the recovery method	(591)		(2,072)
Deferred retroactive reinsurance gain at end of period	$	100,909	$	56,042

Premiums

Insurance premiums are earned ratably over the terms of our insurance policies, generally twelve months. The following table summarizes the change in premium volume by component and business segment:


	Three Months Ended March 31,
		2026		2025		% Change
		($ in thousands)
Gross written premiums:
Excess & Surplus Lines		$	212,285	$	213,243	(0.4)	%
Specialty Admitted Insurance		24,088		81,118		(70.3)	%

		$	236,373	$	294,361	(19.7)	%
Net written premiums:
Excess & Surplus Lines		$	118,685	$	115,079	3.1	%
Specialty Admitted Insurance		1,413		12,877		(89.0)	%

		$	120,098	$	127,956	(6.1)	%
Net earned premiums:
Excess & Surplus Lines		$	131,826	$	137,028	(3.8)	%
Specialty Admitted Insurance		3,886		14,874		(73.9)	%

		$	135,712	$	151,902	(10.7)	%

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Gross written premiums for the Excess & Surplus Lines segment (which represents 89.8% of our consolidated gross written premiums in the three months ended March 31, 2026) were flat with the prior year period as we continue to prioritize profitable growth in small to medium sized accounts. The market for Excess Property remains challenging. Submissions increased 3.5% over the prior year quarter and renewal rates were up 6.6% compared to the three months ended March 31, 2025. The change in gross written premiums by primary underwriting division is shown below:


	Three Months Ended March 31,			%
		2026		2025		Change
		($ in thousands)
Excess Casualty		$	81,387	$	70,762	15.0	%
Primary Casualty		60,969		64,835		(6.0)	%
Manufacturers & Contractors		34,858		40,626		(14.2)	%
Specialty		26,974		25,429		6.1	%
Excess Property		8,097		11,591		(30.1)	%
Excess & Surplus Lines gross written premium		$	212,285	$	213,243	(0.4)	%

Gross written premiums for the Specialty Admitted Insurance segment (which represents 10.2% of our consolidated gross written premiums in the three months ended March 31, 2026) declined 70.3% from the prior year reflecting non-renewals of programs. We are being selective with fronting opportunities, focusing on low net retentions and placing strong, rated, reinsurance support. The fronting and reinsurance markets are currently very competitive, and we have refined our underwriting appetite meaningfully over the last few years. The segment currently has four active programs.

Net Retention

Our net premium retention is summarized by segment as follows:


	Three Months Ended March 31,
		2026		2025
Excess & Surplus Lines		55.9	%	54.0	%
Specialty Admitted Insurance		5.9	%	15.9	%

Total		50.8	%	43.5	%

Net premium retention for the Excess & Surplus Lines segment increased in the current year due to changes made in our reinsurance coverage to retain more of the business we write. This was partially offset by the impact of higher premium adjustments in the current year associated with prior years including reinstatement premium ($6.7 million and $3.1 million in the three months ended March 31, 2026 and 2025, respectively) which reduced net written premiums and the net retention ratio in both periods.

The lower net premium retention for the Specialty Admitted Insurance segment in 2026 reflects our focus on low net retentions, the impact of certain non-renewals in our fronting business, and changes in reinsurance as coverages renew.

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Segment Results

Excess & Surplus Lines Segment

Results for the Excess & Surplus Lines segment are as follows:


	Three Months Ended March 31,				%
		2026			2025			Change
		($ in thousands)
Gross written premiums		$	212,285		$	213,243		(0.4)	%
Net written premiums		$	118,685		$	115,079		3.1	%
Net earned premiums		$	131,826		$	137,028		(3.8)	%
Losses and loss adjustment expenses excluding retroactive reinsurance		(89,585)			(88,804)			0.9	%
Underwriting expenses		(37,585)			(36,566)			2.8	%
Underwriting profit (1)		$	4,656		$	11,658		(60.1)	%
Ratios:
Loss ratio		68.0		%	64.8		%
Expense ratio		28.5		%	26.7		%
Combined ratio		96.5		%	91.5		%
Accident year loss ratio		64.8		%	63.4		%

(1)Underwriting Profit is a non-GAAP Measure. See “Reconciliation of Non-GAAP Measures.”

The Excess & Surplus Lines segment produced underwriting profits of $4.7 million and $11.7 million (combined ratios of 96.5% and 91.5%) in the three months ended March 31, 2026 and 2025, respectively. The underwriting results in the respective periods were impacted by $6.7 million and $3.1 million of premium adjustments associated with prior years including reinstatement premium which reduced net written and net earned premiums, and underwriting profit. The impact of the premium adjustments was a 4.7 and 2.0 percentage point increase in the segment combined ratio for the respective quarters.

The loss ratio for the three months ended March 31, 2026 increased from the prior year due to a higher current accident year loss ratio and the impact of premium adjustments (an additional 3.3 points and 1.4 points in the respective periods). Net reserve development on prior accident years (excluding adverse prior year development that is subject to deferral under retroactive reinsurance accounting - see discussion above) was $100,000 and $10,000 favorable in the three months ended March 31, 2026 and 2025, respectively.

The expense ratio increased from 26.7% in the prior year to 28.5% in the current year primarily reflecting the premium adjustments which represented a 1.4 and 0.6 percentage point increase in the segment expense ratio in the respective periods. The higher current year expense ratio also reflects lower ceding commissions in the segment as we are retaining a greater percentage of the business we write.

Specialty Admitted Insurance Segment

Results for the Specialty Admitted Insurance segment are as follows:


	Three Months Ended March 31,			%
		2026		2025		Change
		($ in thousands)
Gross written premiums		$	24,088	$	81,118	(70.3)	%
Net written premiums		$	1,413	$	12,877	(89.0)	%
Net earned premiums		$	3,886	$	14,874	(73.9)	%
Losses and loss adjustment expenses		(4,386)		(12,649)		(65.3)	%
Underwriting expenses		(1,295)		(2,531)		(48.8)	%
Underwriting loss (1), (2)		$	(1,795)	$	(306)	486.6	%

(1)Underwriting Loss is a non-GAAP Measure. See “Reconciliation of Non-GAAP Measures.”

(2)Underwriting results include gross fee income of $1.5 million and $4.3 million for the three months ended March 31, 2026 and 2025, respectively.

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The Specialty Admitted Insurance segment reported underwriting losses of $1.8 million and $306,000 for the three months ended March 31, 2026 and 2025, respectively. Lower written and earned premium volumes in 2026 reflect our selective approach to new fronting opportunities and the non-renewal of several programs. Net development in our loss estimates for prior accident years was $65,000 and $121,000 favorable in the three months ended March 31, 2026 and 2025, respectively. We are closely managing expenses for the segment. Underwriting expenses decreased 48.8% from the prior year driven by a $2.9 million decrease in compensation and other general and administrative expenses, partially offset by a decrease in net ceding commissions.

Corporate and Other Segment

Other operating expenses for the Corporate and Other segment include personnel costs associated with the holding companies, professional fees, long-term incentive compensation (including share-based compensation) for the full Company, public company expenses and various other corporate expenses. The expenses are included in our calculation of consolidated underwriting profit, and in our consolidated expense ratio and combined ratio. Total operating expenses of the Corporate and Other segment were $9.1 million for the three months ended March 31, 2026, down from $10.6 million in the prior year due to lower compensation expenses.

Investing Results

Net investment income was $21.3 million and $20.0 million for the three months ended March 31, 2026 and 2025, respectively. Income from the Company's private investments ($1.8 million and $200,000 in the respective periods) increased due to the growth of our investments in structured private credit. Excluding private investments, our net investment income for the three months ended March 31, 2026 decreased 1.5% from the prior year period principally due to lower yields. The average duration of our portfolio excluding restricted cash equivalents was 3.5 years at March 31, 2026.

Major categories of the Company’s net investment income are summarized as follows:


	Three Months Ended March 31,
		2026		2025
		($ in thousands)
Fixed maturity securities		$	14,532	$	12,232
Bank loan participations		2,991		3,195
Equity securities		915		1,259
Other invested assets		1,815		200
Cash, cash equivalents, restricted cash equivalents and short-term investments		1,968		4,072
Gross investment income		22,221		20,958
Investment expense		(894)		(950)
Net investment income		$	21,327	$	20,008

The following table summarizes our annualized gross investment yields:


	Three Months Ended March 31,
		2026		2025

Cash and invested assets		4.5	%	4.3	%
Fixed maturity securities		4.5	%	4.5	%

Of our total cash and invested assets of $1,955.6 million at March 31, 2026 (excluding restricted cash equivalents), $227.6 million represents the cash and cash equivalents portion of the portfolio. The majority of the portfolio, or $1,434.4 million, is comprised of fixed maturity securities that are classified as available-for-sale and carried at fair value with unrealized gains and losses on these securities reported, net of applicable taxes, as a separate component of accumulated comprehensive income (loss). Also included in our investments are $153.3 million of bank loan participations, $72.3 million of equity securities, $597,000 of short-term investments, and $67.4 million of other invested assets.

Bank loan participations generally provide a higher yield than our portfolio of fixed maturity securities and are primarily senior, secured floating-rate debt rated “BB”, “B”, or “CCC” by Standard & Poor’s or an equivalent rating from another nationally recognized statistical rating organization, and are therefore below investment grade. Bank loans include assignments of and participations in performing and non-performing senior corporate debt generally acquired through primary bank syndications and in secondary markets. They consist of, but are not limited to, term loans, the funded and unfunded portions of

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revolving credit facilities, and similar loans and investments. Bank loan participations are measured at fair value pursuant to the Company's election of the fair value option, and changes in unrealized gains and losses in bank loan participations are reported in our income statement as net realized and unrealized gains (losses) on investments. At March 31, 2026 and December 31, 2025, the fair market value of these securities was $153.3 million and $155.1 million, respectively.

For the three months ended March 31, 2026, the Company recognized net realized and unrealized investment losses of $6.6 million, including $3.6 million of net unrealized losses on bank loan participations, $1.8 million of net unrealized losses for the change in the fair value of equity securities, $1.3 million of net realized investment losses on the sale of bank loan participations, and $35,000 of net realized investment gains on the sale of fixed maturity securities.

For the three months ended March 31, 2025, the Company recognized net realized and unrealized investment losses of $1.4 million, including $640,000 of net unrealized losses on bank loan participations, $708,000 of net unrealized gains for the change in the fair value of equity securities, $1.7 million of net realized investment losses on the sale of bank loan participations, $210,000 of net realized investment gains on the sale of equity securities, and $25,000 of net realized investment gains on the sale of fixed maturity securities.

In conjunction with its outside investment managers, the Company performs quarterly reviews of all securities within its investment portfolio to determine whether any impairment has occurred. As a result of this review, management concluded that there were no credit-related impairments of fixed maturity securities at March 31, 2026, December 31, 2025, or March 31, 2025. At March 31, 2026, 100.0% of the Company’s fixed maturity security portfolio was rated “BBB-” or better (“investment grade”) by Standard & Poor’s or received an equivalent rating from another nationally recognized rating agency. Management does not intend to sell available-for-sale securities in an unrealized loss position, and it is not “more likely than not” that the Company will be required to sell these securities before a recovery in their value to their amortized cost basis occurs.

The amortized cost and fair value of our available-for-sale fixed maturity securities were as follows:


	March 31, 2026						December 31, 2025
	Cost or Amortized Cost		Fair Value		% of Total Fair Value		Cost or Amortized Cost		Fair Value		% of Total Fair Value
	($ in thousands)
Fixed maturity securities, available-for-sale:
State and municipal	$	244,051	$	224,455	15.6	%	$	237,366	$	219,477	15.6	%
Residential mortgage-backed	480,422		466,820		32.5	%	483,074		472,718		33.7	%
Corporate	624,521		606,439		42.3	%	589,477		577,754		41.1	%
Commercial mortgage and asset-backed	125,934		121,745		8.5	%	124,507		120,535		8.6	%

U.S. Treasury securities and obligations guaranteed by the U.S. government	15,010		14,916		1.1	%	14,326		14,290		1.0	%

Total fixed maturity securities, available-for-sale	$	1,489,938	$	1,434,375	100.0	%	$	1,448,750	$	1,404,774	100.0	%

The following table sets forth the composition of the Company’s portfolio of available-for-sale fixed maturity securities by rating as of March 31, 2026:


Standard & Poor’s or Equivalent Designation	Fair Value		% of Total
	($ in thousands)
AAA	$	173,215	12.1	%
AA	630,036		43.9	%
A	475,783		33.2	%
BBB	155,341		10.8	%

Total	$	1,434,375	100.0	%

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The amortized cost and fair value of our available-for-sale investments in fixed maturity securities summarized by contractual maturity are as follows:


	March 31, 2026
	Amortized Cost		Fair Value		% of Total Value
	($ in thousands)
Due in:
One year or less	$	51,229	$	50,799	3.5	%
After one year through five years	442,846		433,282		30.2	%
After five years through ten years	236,722		227,212		15.9	%
After ten years	152,785		134,517		9.4	%
Residential mortgage-backed	480,422		466,820		32.5	%
Commercial mortgage and asset-backed	125,934		121,745		8.5	%

Total	$	1,489,938	$	1,434,375	100.0	%

Other Income and Expense

Other income and expense items netted to income of $759,000 and $355,000 for the three months ended March 31, 2026 and 2025, respectively. Non-operating expenses included in the respective totals were $128,000 and $563,000, primarily consisting of legal and other professional fees and other expenses related to various strategic initiatives, employee severance, and litigation that the Company is involved in. The non-operating expenses were offset by $815,000 and $835,000 of broker incentive rebates in the Excess & Surplus Lines segment, as well as other miscellaneous income in the respective periods.

Interest Expense

Interest expense was $5.6 million and $5.5 million for the three months ended March 31, 2026 and 2025, respectively. See “—Liquidity and Capital Resources—Sources and Uses of Funds” for more information regarding our senior bank debt facilities and trust preferred securities.

Amortization of Intangibles and Impairment of Intangible Assets

The Company recorded $91,000 of amortization of intangible assets in each of the three months ended March 31, 2026 and 2025.

Income Tax Expense

The Company has a deferred tax asset of $11.7 million at March 31, 2026 associated with unrealized losses in the Company’s available-for-sale fixed maturity securities portfolio. The unrealized losses are attributable to changes in market interest rates and other economic factors rather than credit-related factors of the issuers. The Company does not intend to sell available-for-sale debt securities in an unrealized loss position, and it is not “more likely than not” that the Company will be required to sell these securities before a recovery in their fair value to their amortized cost basis occurs. The Company’s hold to recovery assertion related to investments in an unrealized loss position is considered a tax planning strategy. Both the cash generated by the Company from operating activities and the unused capacity on the Company’s unsecured revolving credit facilities reduce the likelihood of having to sell debt securities in an unrealized loss position. As a result, the Company has concluded that no valuation allowance is required for the deferred tax asset associated with unrealized losses on its investments at March 31, 2026.

The Company also has a deferred tax asset of $14.1 million at March 31, 2026 associated with the effects of our 2025 domestication on the business interest expense deduction. The carryforward period for this tax benefit is unlimited and does not

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expire, but the annual utilization on the consolidated U.S. federal income tax return is limited to the separate company (in this case, our ultimate holding company) that generated the benefit. The Company has developed tax planning strategies that we believe are prudent and feasible to increase the utilization of the carryforward in future tax years. These strategies include reducing interest expense and increasing investment income and overall pre-tax income - both at that specific entity (the ultimate holding company). As a result, the Company has concluded that no valuation allowance is required for the deferred tax asset at March 31, 2026.

Reserves

An indicator of reserve strength that we monitor is the percentage of our gross and net loss reserves that are comprised of incurred but not reported (“IBNR”) reserves.

The Company’s gross reserve for losses and loss adjustment expenses at March 31, 2026 was $3,087.8 million. Of this amount, 75.1% relates to amounts that are IBNR. This amount was 75.9% at December 31, 2025. The Company’s gross reserves for losses and loss adjustment expenses by segment are summarized as follows:


	Gross Reserves at March 31, 2026
	Case		IBNR		Total
	($ in thousands)
Excess & Surplus Lines	$	454,119	$	1,928,388	$	2,382,507
Specialty Admitted Insurance	313,739		391,602		705,341

Total	$	767,858	$	2,319,990	$	3,087,848

At March 31, 2026, the amount of net reserves (prior to the $1.7 million allowance for uncollectible reinsurance recoverables) of $1,071.6 million that related to IBNR was 78.1%. This amount was 73.5% at December 31, 2025. The Company’s net reserves for losses and loss adjustment expenses by segment are summarized as follows:


	Net Reserves at March 31, 2026
	Case		IBNR		Total
	($ in thousands)
Excess & Surplus Lines	$	187,041	$	768,812	$	955,853
Specialty Admitted Insurance	47,699		68,067		115,766

Total	$	234,740	$	836,879	$	1,071,619

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Funds

Our sources of funds consist primarily of premiums written, investment income, reinsurance recoveries, proceeds from sales and redemptions of investments, borrowings on our credit facilities, and the issuance of common shares and Series A Preferred Shares. We use operating cash flows primarily to pay operating expenses, losses and loss adjustment expenses, reinsurance premiums, and income taxes. Cash flow from operations may differ substantially from net income. The potential for a large claim under an insurance contract means that substantial and unpredictable payments may need to be made within relatively short periods of time.

The following table summarizes our cash flows:


	Three Months Ended March 31,
	2026		2025
	($ in thousands)
Cash and cash equivalents provided by (used in):
Operating activities (excluding restricted cash equivalents)	$	(760)	$	(51,774)
Investing activities	(29,413)		(53,030)
Financing activities	(3,161)		21,886
Change in cash and cash equivalents	(33,334)		(82,918)
Change in restricted cash equivalents (operating activities)	76		307
Change in cash, cash equivalents, and restricted cash equivalents	$	(33,258)	$	(82,611)

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Cash used in operating activities excluding restricted cash equivalents was $760,000 for the three months ended March 31, 2026. This compares to cash used in operating activities excluding restricted cash equivalents of $51.8 million for the three months ended March 31, 2025. Both periods reflect lower premium collections in the Specialty Admitted Insurance segment due to the non-renewal of several programs. The prior year period was also negatively impacted by timing of reinsurance settlements.

Cash used in investing activities was $29.4 million and $53.0 million for the three months ended March 31, 2026 and 2025, respectively, reflecting the Company's efforts to enhance the yield in our investment portfolio by investing available cash and cash equivalents into higher yielding investments. Cash and cash equivalents excluding restricted cash equivalents represented 11.6% and 14.7% of total cash and invested assets at March 31, 2026 and 2025.

Cash used in financing activities of $3.2 million for the three months ended March 31, 2026 includes $521,000 of dividends paid to common shareholders, $2.0 million of dividends paid on the Series A Preferred Shares, and $671,000 of payroll taxes withheld and remitted on net settlement of RSUs. Cash provided by financing activities of $21.9 million for the three months ended March 31, 2025 includes a $25.0 million borrowing under the Previous Credit Agreement (as defined below), $600,000 of dividends paid to common shareholders, $2.0 million of dividends paid on the Series A Preferred Shares, and $545,000 of payroll taxes withheld and remitted on net settlement of RSUs.

The activity in restricted cash equivalents for the three months ended March 31, 2026 and 2025 relates to a former insured, per the terms of a collateral trust. See Amounts Recoverable from an Indemnifying Party and Reinsurer on Legacy Commercial Auto Book below.

Dividends

Our operations are conducted by our wholly-owned subsidiaries. Accordingly, our holding companies may receive cash through loans from banks, issuance of equity and debt securities, corporate service fees, dividends received from our subsidiaries, or through payments from our subsidiaries pursuant to our consolidated tax allocation agreement.

The payment of dividends by our subsidiaries to us is limited by statute. In general, the laws and regulations applicable to our insurance subsidiaries limit the aggregate amount of dividends or other distributions that they may declare or pay within any 12-month period without advance regulatory approval. Generally, the limitations are based on the greater of statutory net income for the preceding year or 10.0% of statutory surplus at the end of the preceding year. In addition, insurance regulators have broad powers to prevent reduction of statutory surplus to inadequate levels and could refuse to permit the payment of dividends calculated under any applicable formula. On March 31, 2026, James River Insurance paid a $30.0 million dividend to its parent, James River Group. The remaining amount of dividends available to our holding companies from our insurance subsidiaries during 2026 without regulatory approval is $66.1 million.

Holders of the Series A Preferred Shares are entitled to a dividend at the rate of 7% of the $1,000 liquidation preference per share (the “Liquidation Preference”) per annum, paid in cash, in-kind in common stock or in Series A Preferred Shares, at our election. On October 1, 2029, and each five-year anniversary thereafter, the dividend rate will reset to a rate equal to the five-year U.S. treasury rate plus 5.2%, provided, that the dividend rate shall not exceed 8.0%. Dividends accrue and are payable quarterly. Cash dividends of $2.0 million were paid in each of the three months ended March 31, 2026 and 2025.

At March 31, 2026, our holding companies had $33.1 million of cash and invested assets, comprised of cash and cash equivalents of $32.8 million and other invested assets of $369,000, which are not subject to regulatory restrictions.

Credit Agreements

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Senior Debt and Trust Preferred Securities

On May 26, 2004, we issued $15.0 million of senior debt due April 29, 2034. The senior debt is not redeemable by the holder or subject to sinking fund requirements. Interest accrues quarterly and is payable in arrears at a floating rate per annum equal to the 3-month SOFR plus 4.11%. This senior debt is redeemable at par prior to its stated maturity at our option in whole or in part. The terms of the senior debt contain certain covenants, with which we are in compliance at March 31, 2026, and which, among other things, restrict our ability to issue senior indebtedness secured by James River Group’s common stock or its subsidiaries’ capital stock or to issue shares of its subsidiaries’ capital stock.

From May 2004 through January 2008, we sold trust preferred securities through five Delaware statutory trusts sponsored and wholly-owned by the Company or its subsidiaries. Each trust used the net proceeds from the sale of its trust preferred securities to purchase our floating-rate junior subordinated debt.

The following table summarizes the nature and terms of the junior subordinated debt and trust preferred securities outstanding at March 31, 2026 (including the Company’s repurchases of a portion of these trust preferred securities):


	James River Capital Trust I	James River Capital Trust II	James River Capital Trust III	James River Capital Trust IV	Franklin Holdings II (Bermuda) Capital Trust I
	($ in thousands)
Issue date	May 26, 2004	December 15, 2004	June 15, 2006	December 11, 2007	January 10, 2008
Principal amount of trust preferred securities	$7,000	$15,000	$20,000	$54,000	$30,000
Principal amount of junior subordinated debt	$7,217	$15,464	$20,619	$55,670	$30,928
Carrying amount of junior subordinated debt net of repurchases	$7,217	$15,464	$20,619	$44,827	$15,928
Maturity date of junior subordinated debt, unless accelerated earlier	May 24, 2034	December 15, 2034	June 15, 2036	December 15, 2037	March 15, 2038
Trust common stock	$217	$464	$619	$1,670	$928
Interest rate, per annum	Three-Month SOFR plus 4.3%	Three-Month SOFR plus 3.7%	Three-Month SOFR plus 3.3%	Three-Month SOFR plus 3.4%	Three-Month SOFR plus 4.3%

All of the junior subordinated debt is currently redeemable at 100.0% of the unpaid principal amount at our option.

The junior subordinated debt contains certain covenants with which we are in compliance as of March 31, 2026.

At March 31, 2026 and December 31, 2025, the Company's leverage ratio was 27.8% and 27.5%, respectively. The leverage ratio is defined in our Credit Agreement as the ratio of adjusted consolidated debt to total capital. Adjusted consolidated debt treats trust preferred securities as equity capital up to 15% of total capital. The Series A Preferred Shares represent equity capital for purposes of the leverage ratio calculation under the credit agreements. Total capital is defined as total debt plus tangible equity excluding accumulated other comprehensive income. The maximum leverage ratio permitted by the agreements is 35.0%.

James River Insurance has access to certain credit products including advances through its membership in the Federal Home Loan Bank. Any advances would be in the form of collateralized short-term borrowings not to exceed 30% of the Company's total assets.

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Ceded Reinsurance

Our insurance segments enter into reinsurance contracts to limit our exposure to potential losses arising from large risks, to protect against the aggregation of several risks in a common loss occurrence, and to provide additional capacity for growth. Our reinsurance is contracted under excess of loss and proportional quota share reinsurance contracts. In excess of loss reinsurance, the reinsurer agrees to assume all or a portion of the ceding company’s losses in excess of a specified amount. The premiums payable to the reinsurer are negotiated by the parties based on their assessment of the amount of risk being ceded to the reinsurer because the reinsurer does not share proportionately in the ceding company’s losses. In proportional quota share reinsurance, the reinsurer agrees to assume a specified percentage of the ceding company’s losses arising out of a defined class of business in exchange for a corresponding percentage of premiums. These proportional quota share reinsurance agreements generally include a ceding commission paid by the reinsurer to the Company to cover acquisition costs associated with the insurance ceded. The Company also utilizes facultative reinsurance to reduce the amount of exposure it retains on individual accounts according to its guidelines for accepting risk across various industry segments, locations and types of exposure. For the three months ended March 31, 2026 and 2025, our net premium retention was 50.8% and 43.5%, respectively.

The following is a summary of our Excess & Surplus Lines segment’s ceded reinsurance in place as of March 31, 2026:


Line of Business						Company Retention
Casualty
Specialty Casualty						Up to $3.6 million per occurrence.(1)
Primary Casualty						Up to $1.46 million per occurrence.(2)
Excess Casualty						Up to $2.38 million per occurrence.
Property
Excess Property						Up to $5.0 million per risk.(3)

(1) Excluding Excess Casualty.

(2) Total exposure to any one claim is generally $730,000.

(3) The property catastrophe reinsurance treaty has a limit of $22.0 million per event with one reinstatement.

We use catastrophe modeling software to analyze the risk of severe losses from hurricanes and earthquakes on our exposure. We utilize the model in our risk selection, pricing, and to manage our overall portfolio probable maximum loss (“PML”) accumulations. A PML is an estimate of the amount we would expect to pay in any one catastrophe event within a given annual probability of occurrence (i.e. a return period or loss exceedance probability).

In our Excess & Surplus Lines segment, we write a small book of excess property insurance, but we do not write primary property insurance. The Excess & Surplus Lines segment has a specific proportional quota share treaty in effect to cover property risks. The proportional quota share treaty along with facultative reinsurance helps ensure that our net retained limit per risk will be $5.0 million or less.

Some of our reinsurance treaties are subject to reinstatement premiums. In particular, a specialty casualty treaty in our Excess & Surplus Lines segment providing $9.0 million in excess of $2.0 million coverage is subject to reinstatement premiums for treaty years spanning July 1, 2016 through July 1, 2022. Reinstatement premiums on this treaty are subject to aggregate caps for each treaty year, and once the cap is reached, we are no longer required to pay a reinstatement premium in order to reinstate the limit under this treaty. At March 31, 2026, we have less than $10.0 million of remaining exposure to additional reinstatement premiums on this specialty casualty treaty.

Some of our reinsurance treaties are subject to loss ratio caps or aggregate limits. As of March 31, 2026, ceded losses to our reinsurance treaties were within these caps and aggregate limits, where applicable; however, less than $500,000 of limit remains available with respect to a reinsurer in one of our 2021 excess casualty reinsurance treaties.

Based upon the property catastrophe modeling of our Excess & Surplus Lines and Specialty Admitted Insurance segments, it would take an event greater than the 1 in 1,000 year PML to exhaust our $22.0 million property catastrophe reinsurance. In the event of a catastrophe loss exhausting our $22.0 million property catastrophe reinsurance, we estimate our pre-tax cost would not exceed 2.5% of shareholders’ equity, including reinstatement premiums and net retentions. In addition to this retention, we would retain any losses in excess of our reinsurance coverage limits.

The Commercial Auto LPT with Aleka reinsures substantially all of the Excess & Surplus Lines segment’s legacy portfolio of commercial auto policies previously issued to Rasier. See “Amounts Recoverable from an Indemnifying Party and Reinsurer on Legacy Commercial Auto Book” below for further information on this reinsurance agreement.

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The E&S ADC with State National reinsures James River’s Excess & Surplus Lines segment casualty portfolio losses attaching to premium earned during 2010-2023 (both years inclusive), excluding, among others, losses related to commercial auto policies issued to a former large insured or its affiliates. See “Combined Loss Portfolio Transfer and Adverse Development Cover” above for further information on this reinsurance agreement.

The E&S Top Up ADC with Enstar, through its subsidiary Cavello Bay Reinsurance Limited, reinsures 100% of the losses associated with James River’s Excess & Surplus Lines segment portfolio losses attaching to premium earned during 2010-2023 (both years inclusive). This agreement excludes losses related to commercial auto policies issued to a former large insured or its affiliates. It is subject to a retention by James River of $1,183.7 million (the limit of the E&S ADC) and up to an aggregate limit of $75.0 million.

The following is a summary of our Specialty Admitted Insurance segment’s ceded reinsurance in place as of March 31, 2026:


Line of Business						Coverage
Casualty
Auto Programs						All programs are quota share coverage for 100% of limits up to $1.0 million liability and $1.0 million physical damage per occurrence; except for one program with a primary limit of $750,000 liability.
General Liability & Professional Liability – Programs						Quota share coverage for 100% of limits up to $1.0 million per occurrence.
Umbrella and Excess Casualty - Programs						Quota share coverage for 100% of limits up to $25.0 million per occurrence.
Property
Property within Package - Programs						Uncapped quota share coverage for 100% of limits.
Excess Property						Quota share coverage for 100% of limits up to $45.0 million per occurrence.
Aviation Programs						Quota share coverage for 90.0% of limits up to $25.0 million liability, $10.0 million hull, and $10.0 million spares per occurrence, each aircraft; and excess of loss coverage for up to $4.3 million excess of $150,000 of our 10.0% share of the quota share each occurrence.

Our Specialty Admitted Insurance segment purchases reinsurance for at least 90.0% of the exposed limits on specialty admitted property-casualty business. While the segment focuses on casualty business, incidental property risk is incurred in the fronting and program business. The segment is covered for $22.0 million in excess of $3.0 million per occurrence to manage its property exposure to an approximate 1 in 1,000 year PML.

In the aggregate, we believe our pre-tax group-wide PML from a 1 in 1,000 year property catastrophe event would not exceed 2.5% of shareholders’ equity, inclusive of reinstatement premiums payable.

The Company’s insurance segments remain liable to policyholders if its reinsurers are unable to meet their contractual obligations under applicable reinsurance agreements. We establish an allowance for credit losses for our current estimate of uncollectible reinsurance recoverables. At March 31, 2026, the allowance for credit losses on reinsurance recoverables was $1.7 million. To minimize exposure to significant losses from reinsurance insolvencies, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk. The Company generally seeks to purchase reinsurance from reinsurers with A.M. Best financial strength ratings of “A-” (Excellent) or better. The Company’s reinsurance contracts generally require reinsurers that are not authorized as reinsurers under U.S. state insurance regulations or that experience rating downgrades from rating agencies below specified levels to fund their share of the Company’s ceded outstanding losses and loss adjustment expense reserves, typically through the use of irrevocable and unconditional letters of credit. In fronting arrangements, which the Company conducts through its Specialty Admitted Insurance segment, we are subject to credit risk with regard to insurance companies who act as reinsurers for us in such arrangements. We require collateral, in the form of a trust arrangement or letter of credit, to secure the obligations of the insurance entity for whom we are fronting.

At March 31, 2026, we had reinsurance recoverables on unpaid losses of $2,014.6 million (net of a $1.7 million allowance for credit losses) and reinsurance recoverables on paid losses of $82.8 million, and all material recoverable amounts were from companies with A.M. Best ratings of “A-" (Excellent) or better, or are collateralized by the reinsurer for our benefit through letters of credit or funds on deposit in trust accounts.

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Amounts Recoverable from an Indemnifying Party and Reinsurer on Legacy Commercial Auto Book

Ratings

The A.M. Best Company financial strength rating for our group’s regulated insurance subsidiaries is “A-” (Excellent) with a negative outlook. This rating reflects A.M. Best’s opinion of our insurance subsidiaries’ financial strength, operating performance and ability to meet obligations to policyholders and is not an evaluation directed towards the protection of investors. The rating for our U.S. operating insurance companies of “A-” (Excellent) is the fourth highest rating of the thirteen ratings issued by A.M. Best and is assigned to insurers that have, in A.M. Best’s opinion, an excellent ability to meet their ongoing obligations to policyholders.

The financial strength ratings assigned by A.M. Best have an impact on the ability of our insurance subsidiaries to attract and retain agents and brokers and on the risk profiles of the submissions for insurance that our subsidiaries receive. We believe the “A-” (Excellent) ratings assigned to our U.S. insurance subsidiaries allow our Excess & Surplus Lines segment to actively pursue relationships with the agents and brokers identified in its marketing plans.

Series A Preferred Shares

The Company closed on the issuance and sale of 150,000 Series A Preferred Shares on March 1, 2022 for an aggregate purchase price of $150.0 million, or $1,000 per share, in a private placement. The Series A Preferred Shares are convertible into shares of common stock at the option of the holder at any time, or at the Company’s option under certain circumstances. Dividends on the Series A Preferred Shares accrue quarterly at the rate of 7% of the Liquidation Preference per annum, which may be paid in cash, in-kind in common stock or in Series A Preferred Shares, at the Company’s election.

On November 11, 2024, the Company amended the Certificate of Designations setting forth the terms of the Series A Preferred Shares to, among other things, convert 37,500 outstanding Series A Preferred Shares with a liquidation value of $37.5 million to shares of common stock at a per share price of $6.40. Following the conversion, 112,500 Series A Preferred Shares remain outstanding.

EQUITY

The Company issued 268,272 shares of common stock related to the vesting of restricted share units (“RSUs”) in the three months ended March 31, 2026, increasing the total shares of common stock outstanding from 45,968,584 at December 31, 2025 to 46,236,856 at March 31, 2026.

Share Based Compensation Expense

The Company recognized $1.5 million and $2.7 million of share based compensation expense in the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the Company had $11.4 million of unrecognized share based compensation expense expected to be charged to earnings over a weighted-average period of 2.5 years.

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Equity Incentive Plans

RSUs

The following table summarizes RSU activity:


	Three Months Ended March 31,
	2026			2025
	Shares	Weighted- Average Grant Date Fair Value		Shares	Weighted- Average Grant Date Fair Value

Unvested, beginning of period	1,299,644	$	6.61	885,173	$	15.30
Granted	1,316,294	$	6.94	1,321,733	$	3.68
Vested	(367,456)	$	10.38	(358,399)	$	17.96
Forfeited	(621)	$	24.83	—	$	—
PRSU performance adjustment	(1,101)	$	24.83	—	$	—
Unvested, end of period	2,246,760	$	6.17	1,848,507	$	6.48

Outstanding RSUs granted to employees generally vest ratably over a three-year vesting period in the case of time-vest RSUs and cliff vest at the end of a three-year performance period in the case of PRSUs. RSUs granted to non-employee directors generally have a one year vesting period. The RSUs granted in 2026 and 2025 include 372,873 and 620,108 PRSU awards, respectively. Initial PRSU awards are granted at the 100% target performance level. The Company projects the level of achievement for each award during the performance period and periodically adjusts the number of outstanding awards to reflect the number of awards expected to vest.

Table of Contents

Underwriting Performance Ratios

The following table provides the underwriting performance ratios of the Company's continuing operations inclusive of the business subject to retroactive reinsurance accounting. There is no economic impact to the Company over the life of a retroactive reinsurance contract so long as any additional losses subject to the contract are within the limit of the contract and the counterparty performs under the contract. Retroactive reinsurance accounting is not indicative of our current and ongoing operations. Management believes that providing loss ratios and combined ratios on business not subject to retroactive reinsurance accounting gives the users of our financial statements useful information in evaluating our current and ongoing operations.


	Three Months Ended March 31,
		2026		2025
Excess & Surplus Lines:
Loss Ratio		68.0	%	64.8	%
Impact of retroactive reinsurance		10.8	%	(1.4)	%
Loss Ratio including impact of retroactive reinsurance		78.8	%	63.4	%

Combined Ratio		96.5	%	91.5	%
Impact of retroactive reinsurance		10.8	%	(1.4)	%
Combined Ratio including impact of retroactive reinsurance

James River Group Holdings, Inc. 10-Q