8-K

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): October 20, 2025

GLOBAL INDEMNITY GROUP, LLC

(Exact name of registrant as specified in its charter)

Delaware

001-34809

85-2619578

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


112 S. French Street
Suite 105
Wilmington, Delaware		19801
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:

(302) 691-6276

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:

☐	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
Class A Common Shares, no par value	GBLI	The New York Stock Exchange

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 3.01

Transfer of Listing.

On October 21, 2025, Global Indemnity Group, LLC (the Company), acting pursuant to authorization from its Board of Directors (the Board) on October 20, 2025, notified the New York Stock Exchange (NYSE) of its intention to transfer the listing of the Company’s Class A Common Shares, no par value (the Class A Common Stock), from the NYSE to the Nasdaq Global Select Market of the Nasdaq Stock Market LLC (Nasdaq). The Company expects that listing and trading of the Class A Common Stock on the NYSE will end at market close on November 3, 2025, and that trading will begin on Nasdaq at market open on November 4, 2025.

The Class A Common Stock has been approved for listing on Nasdaq, where it will continue to trade under the stock symbol “GBLI.”

Item 7.01

Regulation FD.

On October 21, 2025, the Company issued a news release in connection with the transfer of the listing of the Class A Common Stock to Nasdaq, a copy of which is furnished with this Current Report on Form 8-K (Current Report) as Exhibit 99.1 and incorporated into this Item 7.01 by reference. The information in this Item 7.01 of this Current Report (including Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit 99.1		News Release of Global Indemnity Group, LLC (Furnished solely for purposes of Item 7.01 of this Current Report on Form 8-K)

Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.


Global Indemnity Group, LLC

By:		/s/ Nathaniel D. DeRose
		Nathaniel D. DeRose
		Senior Vice President and Senior Counsel

Date: October 21, 2025

Exhibit 99.1

LOGO

PRESS RELEASE

For release: October 21, 2025

Global Indemnity Group, LLC Announces Transfer to Nasdaq Stock Exchange

Wilmington, Delaware – October 21, 2025 – Global Indemnity Group, LLC (NYSE: GBLI) (“Global Indemnity” or the “Company”) today announced that it will transfer the listing of its Class A Common Shares from the New York Stock Exchange to the Nasdaq Global Select Market (“Nasdaq”), effective after the market closes on November 3, 2025. The Company’s shares are expected to begin trading on Nasdaq under the existing ticker symbol “GBLI” on November 4, 2025.

“Global Indemnity’s transition to Nasdaq underscores our commitment to advanced technology, business innovation, underwriting excellence, and dynamic growth,” said Saul Fox, Chairman of Global Indemnity. “This milestone also reflects our 2025 strategic reorganization into two independent operating divisions:

“First, newly christened Katalyx Holdings, which houses our Penn-America managing general agency, Valyn Re - our newly organized reinsurance managing general agency, our Vacant Express and Collectibles managing general agencies, Kaleidoscope Insurance Technologies - our developer of proprietary underwriting and policy systems supporting Katalyx’s agencies and broader digital initiatives, Sayata – our proprietary AI-enabled insurance marketplace, and Liberty Insurance Adjustment Agency - our provider of claims evaluation, adjustment, and related services; and

“Second, Belmont Holdings GX, which houses our five statutory insurance carriers, each rated “A” (Excellent) by AM Best.”

About Global Indemnity Group, LLC and Its Subsidiaries

Global Indemnity Group, LLC (NYSE: GBLI) is a publicly traded holding company with a diversified portfolio of property and casualty insurance-related entities.

Katalyx Holdings LLC includes:

•

Four managing general agencies focused on sourcing, underwriting, and servicing primary and reinsurance business: Penn-America Insurance Services, LLC; Valyn Re LLC; J.H. Ferguson & Associates, LLC (including Vacant Express); and Collectibles Insurance Services, LLC.

•

Three specialized insurance product and service entities: Kaleidoscope Insurance Technologies, Inc., a developer of proprietary underwriting and policy systems supporting Katalyx’s MGAs and broader digital initiatives; Sayata, an AI-enabled insurance marketplace; and Liberty Insurance Adjustment Agency, Inc., a provider of claims evaluation, adjustment, and related services.

Belmont Holdings GX, Inc. includes:

•

Five statutory insurance carriers, each rated “A” (Excellent) by AM Best: Penn-America Insurance Company, United National Insurance Company, Penn-Patriot Insurance Company, Diamond State Insurance Company, and Penn-Star Insurance Company.

For More Information

KCSA Strategic Communications

Scott Eckstein / Patrick Federle

[email protected]

(212) 896-1210

www.gbli.com

Forward-Looking Statements

The forward-looking statements in this press release are made pursuant to the “safe harbor” provisions of Section 21E of the Securities Exchange Act of 1934 and involve a number of risks and uncertainties. Actual results may differ materially from those expressed or implied in such statements. These statements are based on management’s current expectations and information available as of the date of this release.

Factors that could cause actual results to differ include, among others, risks related to the timing and execution of the exchange transfer, potential market disruptions affecting trading of Global Indemnity’s Class A Common Shares, and other operational or strategic risks. Additional details regarding these and other risks can be found in the Company’s filings with the Securities and Exchange Commission. Global Indemnity undertakes no obligation to update any forward-looking statements to reflect subsequent events or circumstances.