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): | March 2, 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)

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:

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. ☐

On March 2, 2026, James River Group Holdings, Inc. (the “Company”) amended (i) the target short-term incentive plan award (as amended, the “Amended Target STI Plan Award”) and (ii) the target long-term incentive plan award (as amended, the “Amended Target LTI Plan Award”) applicable to Frank D’Orazio, the Company’s Chief Executive Officer. The Amended Target STI Plan Award increased Mr. D’Orazio’s target award, subject to the terms and conditions set forth therein, from 100% of his base salary to 150% of his base salary. The Amended Target LTI Plan Award increased Mr. D’Orazio’s target award, subject to the terms and conditions set forth therein, from 100% of his base salary to 200% of his base salary.

On March 2, 2026, the Company approved certain amendments to its Code of Conduct (as amended, the “Code”). The Code was approved and adopted by the Board of Directors of the Company as part of its ordinary course periodic review of the Company’s codes and policies and applies to all officers, directors and employees of the Company. The amendments to the Code update and enhance provisions relating to obligations regarding confidential information and clarify that directors, officers and employees are also subject to and required to comply with the Company’s Employee Handbook. The amendments to the Code did not relate to or result in any waiver, explicit or implicit, of any provision of the Code as in effect prior to the amendment.

The above description of the Code does not purport to be complete and is qualified in its entirety by reference to the full text of the Code, a copy of which is filed as Exhibit 14.1 to this Current Report on Form 8-K and is available on the Company’s website at https://jrvrgroup.com/our-group/governance/corporate-governance. Information on the Company’s website shall not be deemed incorporated by reference into, or to be a part of, this Current Report on Form 8-K.

(d) Exhibits

The following Exhibits are filed as a part of this Form 8-K:

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.

Document

Exhibit 14.1

CODE OF CONDUCT

James River Group Holdings, Inc. and its subsidiaries (the “Company”) are committed to conducting its business in compliance with the law and the highest ethical standards. As part of this commitment, the Company requires compliance with this Code of Conduct (the “Code”) by all of its directors, officers and employees. In addition, all directors, officers and employees are subject to the Company’s Employee Handbook (as amended from time to time) and the policies and procedures referenced therein.

Each individual covered by this Code will, in connection with their activities related to or on behalf of the Company:

•Comply with (i) applicable laws, rules, standards and regulations of federal, state, provincial and local governments, and other appropriate public or private regulatory, listing and standard-setting agencies, and (ii) the Company’s Employee Handbook.

•Not disclose Confidential Information, whether about the Company or its affiliates, its customers, suppliers or employees, to anyone outside of the Company who is not subject to confidentiality obligations or to any individual within the Company who does not have a need to know such information. “Confidential Information” means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, database information services, customer lists and customers, markets, computer software (in object code or source code form), developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, finances or other business information. Confidential Information does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act of a director, officer or employee or of others who were under confidentiality obligations as to the item or items involved. Consistent with the Company’s Whistleblower Policy, nothing in this paragraph is intended to, and it does not, prohibit or restrict any director, officer or employee from communicating with, cooperating with, or providing information to any governmental agency or regulatory authority, including making reports of possible misconduct or violations of law, or from making other disclosures protected under applicable law.

•Engage in honest and ethical conduct, including ensuring there are no actual or apparent conflicts of interest between his or her personal affairs and relationships and his or her professional responsibilities to the Company, and promptly report to their supervisor any transaction or relationship that could be expected to give rise to an actual or apparent conflict of interest in accordance with the Company’s Conflict of Interest Policy.

•Promote full, fair, timely, accurate and understandable disclosures in the various reports and other documents that the Company files with the U.S. Securities and Exchange Commission and in other public communications made by the Company, as well as communications with insurance and other regulators.

•Promote ethical and honest behavior within the Company and its subsidiaries and affiliates.

•Promptly report any possible violation of this Code to the Company’s designated hotline at (855) 662-0131. No individual will be subject to retaliation because of a good faith report of a suspected violation.

Any waiver of this Code for a director, executive officer or senior financial officer, or any amendment of this Code, may only be made by the Board or the appropriate committee of the Board. Any such waiver will be promptly disclosed in accordance with applicable laws, rules and regulations. All related party transactions, as defined in the Company’s Related Party Transactions Policy & Procedures, must be approved by the Company’s Audit Committee or another body of the Board of Directors in accordance with such policy and procedures.

Any individual violating this Code will be subject to discipline, up to and including termination of employment.

This Code is intended to be the Company’s Code of Ethics for Senior Financial Officers pursuant to the provisions of Section 406 of the Sarbanes-Oxley Act of 2002 and related rules of the U.S. Securities and Exchange Commission, as well as its Code of Conduct required under Rule 5610 of the NASDAQ Listing Rules.

2