jrvr-20260613
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): | June 13, 2026 | ||||
JAMES RIVER GROUP HOLDINGS, INC. | ||
(Exact name of registrant as specified in its charter) | ||
| Delaware | 001-36777 | 98-0585280 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS 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)
(Former name or former address, if changed since last report.) | ||
Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)
☐ Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))
☐ Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 8.01 | Other Events. | ||||
On June 13, 2026, the Supreme Court, New York County, Commercial Division (the “Court”) granted in part and denied in part Fleming Intermediate Holdings LLC’s (“Fleming”) motion to dismiss James River Group Holdings, Inc.’s (the “Company”) amended complaint dated May 9, 2024 seeking specific performance and damages for Fleming’s failure to close its purchase of JRG Reinsurance Company Ltd., the Company’s former subsidiary (the “Transaction”), on the closing date required by the Stock Purchase Agreement dated November 8, 2023. The Court dismissed the Company’s claim for specific performance as moot since the Transaction closed on April 16, 2024 and claims for consequential damages, but allowed the Company’s claims for direct damages for breach of contract to proceed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JAMES RIVER GROUP HOLDINGS, INC. | |||||
| Dated: June 17, 2026 | By: /s/ Jeanette Miller | ||||
| Jeanette Miller | |||||
| Chief Legal Officer | |||||