KNSL 8-K
Kinsale Capital Group, Inc. (KNSL)
8-K
2025-12-11
For: 2025-12-11
View Original
Added on
April 09, 2026
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): December 11, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(804 ) 289-1300
(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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 1.01 Entry into a Material Definitive Agreement.
On December 11, 2025, Kinsale Capital Group, Inc. (the “Company”) entered into:
• the Third Amendment to the Note Purchase and Private Shelf Agreement (the “NPA Amendment”) with PGIM, Inc. and the other noteholders party thereto; and
• Amendment No. 3 to the Amended and Restated Credit Agreement (the “Credit Agreement Amendment”) with JPMorgan Chase Bank, N.A., as administrative agent and as a lender, Truist Bank, as a lender, and CIBC Bank USA, as a lender.
Third Amendment to the Note Purchase and Private Shelf Agreement
The NPA Amendment amends the Note Purchase and Private Shelf Agreement, dated as of July 22, 2022 (as previously amended, the “Original Agreement” and, together with the NPA Amendment, the “Note Purchase Agreement”).
The Original Agreement provided that the Company may not make Restricted Payments (as defined therein) in an aggregate amount in excess of the greater of $300,000,000, and 6.5% of the Total Assets of the Company and its consolidated subsidiaries as of the end of the most recently completed fiscal quarter. The NPA Amendment amends section 6H of the Original Agreement to permit Restricted Payments so long as at the time of the declaration of such Restricted Payment, no event of default under the Note Purchase Agreement has occurred and is continuing or would arise after giving effect, on a pro forma basis, to such Restricted Payment if such Restricted Payment were to be made at such time of declaration.
Amendment No. 3 to the Amended and Restated Credit Agreement
The Credit Agreement Amendment amends Section 6.08(f) of the Amended and Restated Credit Agreement, dated as of July 22, 2022 (as amended, the “Credit Agreement”) to permit Restricted Payments (as defined therein) so long as at the time of the declaration of such Restricted Payment, no event of default under the Credit Agreement has occurred and is continuing or would arise after giving effect, on a pro forma basis, to such Restricted Payment if such Restricted Payment were to be made at such time of declaration.
The foregoing descriptions of the NPA Amendment and the Credit Agreement Amendment do not purport to be complete and are qualified in their entirety by reference to the full and complete terms contained in the NPA Amendment and the Credit Agreement Amendment, a copy of each of which is attached as an exhibit hereto.
Item 8.01 Other Events.
On December 11, 2025, the Company issued a press release announcing that its Board of Directors authorized a share repurchase program authorizing the repurchase of up to $250 million of the Company's outstanding common stock. The shares may be repurchased from time to time in open market purchases, privately-negotiated transactions, block purchases, accelerated share repurchase agreements or a combination of methods and pursuant to safe harbors provided by Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934. The timing, manner, price and amount of any repurchases under the share repurchase program will be determined by the Company in its discretion. The stock repurchase program does not require the Company to repurchase any specific number of shares, and may be modified, suspended or terminated at any time. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |||||||
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.
| Kinsale Capital Group, Inc. | ||||||||
| Dated: December 11, 2025 | By: | /s/ Bryan P. Petrucelli | ||||||
| Bryan P. Petrucelli | ||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||||
Exhibit 10.1
Execution Version
THIRD AMENDMENT TO THE
NOTE PURCHASE AND PRIVATE SHELF AGREEMENT
This Third Amendment to the Note Purchase and Private Shelf Agreement (this “Amendment”), is made and entered into as of December 11, 2025, by and among Kinsale Capital Group, Inc., a Delaware corporation (the “Company”), PGIM, Inc. (“Prudential”) and the other holders of Notes (as defined in the Note Agreement defined below) that are signatories hereto (together with their successors and assigns, the “Noteholders”).
W I T N E S S E T H:
WHEREAS, the Company, Prudential and the Noteholders are parties to a certain Note Purchase and Private Shelf Agreement, dated as of July 22, 2022 (as amended by (i) that certain First Amendment to the Note Purchase and Private Shelf Agreement, dated as of September 18, 2023, and (ii) that certain Second Amendment to the Note Purchase and Private Shelf Agreement, dated as of October 22, 2024, and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Note Agreement”; capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Note Agreement), pursuant to which the Noteholders have purchased Notes from the Company; and
WHEREAS, the Company has requested that Prudential and the Noteholders (who constitute the Required Holders of the Notes of each Series) amend a certain provision of the Note Agreement, and subject to the terms and conditions hereof, Prudential and the Noteholders are willing to do so.
NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the Company and the Noteholders hereto as follows:
1.Amendment. Paragraph 6H(vi) of the Note Agreement is hereby amended and restated in its entirety to read as follows: “the Company and its Subsidiaries may make any other Restricted Payment so long as, at the time of the declaration of such Restricted Payment, no Event of Default has occurred and is continuing or would arise after giving effect, on a pro forma basis, to such Restricted Payment if such Restricted Payment were to be made at such time of declaration”.
2.Conditions to Effectiveness of this Amendment. Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the holders of the Notes hereunder, it is understood and agreed that this Amendment shall not become effective, and the Company shall have no rights under this Amendment, until:
(i) Prudential and the Noteholders shall have received reimbursement or payment of its costs and expenses incurred in connection with this Amendment or the Note Agreement (including reasonable and documented fees, charges and disbursements of King & Spalding LLP counsel to the Noteholders),
(ii) Prudential and the Noteholders have received executed counterparts to this Amendment from the Company, Prudential and the Noteholders, and
(iii) Prudential and the Noteholders have received a duly executed copy of the amendment to the Credit Agreement, in form and substance reasonably satisfactory to the Noteholders.
3.Representations and Warranties of the Company. To induce Prudential and the Noteholders to enter into this Amendment, the Company hereby represents and warrants to Prudential and the Noteholders as follows:
(a) The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.
(b) The transactions contemplated herein are within the Company’s organizational powers and have been duly authorized by all necessary organizational and, if required, stockholder action.
(c) This Amendment has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(d) This Amendment (a) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, and except for such consents, approvals, registrations, filings and other actions the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (b) will not violate (i) any applicable law or regulation, except, in the case of this clause (i), for such violations which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (ii) the charter, by-laws or other organizational documents of the Company or any of its Subsidiaries or (iii) any order of any Governmental Authority, except, in the case of this clause (iii), for such violations which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding the Company or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Company or any of its Subsidiaries, except for such violations and defaults which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, and (d) will not result in the creation or imposition of any Lien on any asset of the Company or any of its Material Subsidiaries.
(e) After giving effect to this Amendment, the representations and warranties of the Company contained in the Note Agreement and the other Note Documents are true in all material respects (except to the extent such representations and warranties expressly relate to an earlier date, then such representations and warranties were true in all material respects as of such date), and no Default or Event of Default has occurred and is continuing as of the date hereof.
4.Ratification of the Note Agreement and the Notes. The Company acknowledges and consents to the terms set forth herein and agrees that this Amendment does not impair, reduce or limit any of its obligations under the Note Agreement, as amended hereby, and the Notes.
5.Effect of Amendment. Except as set forth expressly herein, all terms of the Note Agreement, as amended hereby, and the other Note Documents, shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Company to all holders of the Notes. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the holders of the Notes under the Note Agreement, nor constitute a waiver of any provision of the Note Agreement. From and after the date hereof, all references to the Note Agreement shall mean the Note Agreement as modified by this Amendment. This Amendment shall constitute a Note Document for all purposes of the Note Agreement.
6.Governing Law. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK.
7.No Novation. This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Note Agreement or an accord and satisfaction in regard thereto.
8.Costs and Expenses. In accordance with paragraph 11B of the Note Agreement, the Company agrees to pay on demand all reasonable and documented (in summary form) out-of-pocket costs and expenses of the Noteholders in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable and documented (in summary form) fees and out-of-pocket expenses of outside counsel for the Noteholders with respect thereto.
9.Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic transmission (including delivery of an executed counterpart in .pdf format) shall be as effective as delivery of a manually executed counterpart hereof. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Amendment are intended
to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature and, when used elsewhere in this Amendment, “electronic transmission,” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures.
10.Binding Nature. This Amendment shall be binding upon and inure to the benefit of the parties hereto, any other holders of Notes from time to time and their respective successors, successors-in-titles, and assigns.
11.Entire Understanding. This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.
[Signature pages follow.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
COMPANY:
KINSALE CAPITAL GROUP, INC.
By: /s/ Bryan P. Petrucelli
Name: Bryan P. Petrucelli
Title: Executive Vice President, Chief Financial Officer and Treasurer
[Signature Page to Third Amendment to Note Purchase and Private Shelf Agreement]
NOTEHOLDERS:
PGIM, INC.
By: /s/ Mark Viglotti
Vice President
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: PGIM, Inc., as investment manager
By: /s/ Mark Viglotti
Vice President
By: /s/ Mark Viglotti
Vice President
AARGAUISCHE PENSIONSKASSE
By: PGIM Private Placement Investors, L.P. (as Investment Advisor)
By: PGIM Private Placement Investors, Inc. (as its General Partner)
By: /s/ Mark Viglotti
Vice President
By: PGIM Private Placement Investors, Inc. (as its General Partner)
By: /s/ Mark Viglotti
Vice President
PHYSICIANS MUTUAL INSURANCE COMPANY
By: PGIM Private Placement Investors, L.P. (as Investment Advisor)
By: PGIM Private Placement Investors, Inc. (as its General Partner)
By: /s/ Mark Viglotti
Vice President
By: PGIM Private Placement Investors, Inc. (as its General Partner)
By: /s/ Mark Viglotti
Vice President
[Signature Page to Third Amendment to Note Purchase and Private Shelf Agreement]
Exhibit 10.2
EXECUTION COPY
AMENDMENT NO. 3
Dated as of December 11, 2025
to
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 3 (this “Amendment”) is made as of December 11, 2025, by and among Kinsale Capital Group, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (the “Administrative Agent”), under that certain Amended and Restated Credit Agreement dated as of July 22, 2022 (as amended by (i) that certain Amendment No. 1, dated as of September 18, 2023 and (ii) that certain Amendment No. 2, dated as of October 22, 2024 and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among the Borrower, the Lenders from time to time party thereto, the Administrative Agent and Truist Bank, as syndication agent. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Borrower has requested that the Required Lenders and Administrative Agent agree to make a certain amendment to the Credit Agreement; and
WHEREAS, the Borrower, the Lenders party hereto (constituting the Required Lenders) and the Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders party hereto and the Administrative Agent hereby agree to enter into this Amendment.
1.Amendment to the Credit Agreement. Effective as of the Amendment Effective Date (as defined below), the parties hereto agree that Section 6.08(f) of the Credit Agreement shall be amended and restated in its entirety to read as follows: “the Borrower and its Subsidiaries may make any other Restricted Payments so long as at the time of the declaration of such Restricted Payment, no Event of Default has occurred and is continuing or would arise after giving effect, on a pro forma basis, to such Restricted Payment if such Restricted Payment were to be made at such time of declaration” (the Credit Agreement as so amended, the “Amended Credit Agreement”).
2.Conditions of Effectiveness. This Amendment shall become effective as of the first date on which each of the following conditions shall have been satisfied (such date, the “Amendment Effective Date”):
(a)The Administrative Agent (or its counsel) shall have received counterparts of this Amendment duly executed by the Borrower and the Required Lenders.
(b)The Administrative Agent shall have received, or, substantially concurrently herewith shall receive, all fees and other amounts due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced at least two Business Days prior to the Amendment Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower pursuant to the terms of the Amended Credit Agreement.
Upon satisfaction of the conditions set forth in this Section 2, the Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.
3.Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to the Lenders on the Amendment Effective Date as follows:
(a)This Amendment constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(b)As of the date hereof and immediately after giving effect to the terms of this Amendment, (i) no Default has occurred and is continuing as of the date hereof and (ii) the representations and warranties of the Borrower set forth in the Amended Credit Agreement (other than the representations and warranties set forth in Section 3.04(c) of the Credit Agreement) are true and correct in all material respects (provided that any representation or warranty qualified by materiality or Material Adverse Effect are true and correct in all respects) as of the date hereof (except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (provided that any representation or warranty qualified by materiality or Material Adverse Effect is true and correct in all respects) as of such earlier date).
4.Reference to and Effect on the Credit Agreement.
(a)From and after the Amendment Effective Date, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as used in the Amended Credit Agreement, shall, unless the context otherwise requires, refer to the Amended Credit Agreement and the term “Credit Agreement”, as used in the other Loan Documents, shall mean the Amended Credit Agreement.
(b)Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith in effect on the Amendment Effective Date shall remain in full force and effect and are hereby ratified and confirmed.
(c)The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.
(d)This Amendment is a Loan Document.
5.Governing Law; Jurisdiction. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
6.Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
2
7.Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), electronic deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. As used herein, “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
[Signature Pages Follow]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.
KINSALE CAPITAL GROUP, INC.,
as the Borrower
By: /s/ Bryan P. Petrucelli
Name: Bryan P. Petrucelli
Title: Executive Vice President, Chief Financial Officer and Treasurer
Signature Page to Amendment No. 3 to
Amended and Restated Credit Agreement dated as of July 22, 2022
Kinsale Capital Group, Inc.
JPMORGAN CHASE BANK, N.A.,
individually as a Lender and as the Administrative Agent
By: /s/ Milena Kolev
Name: Milena Kolev
Title: Executive Director
Signature Page to Amendment No. 3 to
Amended and Restated Credit Agreement dated as of July 22, 2022
Kinsale Capital Group, Inc.
TRUIST BANK,
as a Lender
By: /s/ Blake Thompson
Name: Blake Thompson
Title: Director
Signature Page to Amendment No. 3 to
Amended and Restated Credit Agreement dated as of July 22, 2022
Kinsale Capital Group, Inc.
CIBC BANK USA,
as a Lender
By: /s/ Megan Lingle
Name: Megan Lingle
Title: Managing Director
Signature Page to Amendment No. 3 to
Amended and Restated Credit Agreement dated as of July 22, 2022
Kinsale Capital Group, Inc.
Exhibit 99.1
Kinsale Capital Group Authorizes New $250 Million Share Repurchase Program
RICHMOND, Va, December 11, 2025 – Kinsale Capital Group, Inc. (NYSE: KNSL) (the “Company”) announced today that its Board of Directors authorized a share repurchase program of up to $250 million of the Company's outstanding common stock. The new authorization follows the completion of the Company’s previously announced $100 million share repurchase program.
“Today’s announcement reflects our confidence in Kinsale’s future and the value we see in our stock,” said Chairman and Chief Executive Officer, Michael P. Kehoe. “We believe our strategic direction, business model and operational execution provide enduring competitive advantages that will continue to result in strong operating performance and consistent operating cash flows. We remain committed to disciplined capital allocation and maintaining a strong balance sheet while generating best-in-class returns, including returning excess capital to stockholders.”
The shares may be repurchased from time to time in open market purchases, privately-negotiated transactions, block purchases, accelerated share repurchase agreements or a combination of methods and pursuant to safe harbors provided by Rule 10b-18 and Rule 10b5-1 under the Securities Exchange Act of 1934. The timing, manner, price and amount of any repurchases under the share repurchase program will be determined by the Company in its discretion. The stock repurchase program does not require the Company to repurchase any specific number of shares, and may be modified, suspended or terminated at any time.
About Kinsale Capital Group, Inc.
Kinsale Capital Group, Inc. is a specialty insurance group headquartered in Richmond, Virginia, focusing on the excess and surplus lines market.
Contact
Kinsale Capital Group, Inc.
Bryan P. Petrucelli
Executive Vice President, Chief Financial Officer and Treasurer
804-289-1272