SEC Form S-8 POS filed by James River Group Holdings Ltd.

As filed with the Securities and Exchange Commission on November 10, 2025  

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 

to
FORM S-8 

REGISTRATION STATEMENT 

Under 

THE SECURITIES ACT OF 1933

JAMES RIVER GROUP HOLDINGS, INC. 

(Exact name of registrant as specified in its charter)

1414 Raleigh Road, Suite 405 

Chapel Hill, North Carolina 27517 

Telephone: (919) 900-1200 

(Address, including zip code, of Principal Executive Offices)

James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan, as Amended 

James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan, as Amended 

(Full titles of the plans)

Jeanette Miller 

Senior Vice President and Chief Legal Officer 

1414 Raleigh Road, Suite 405 

Chapel Hill, North Carolina 27517 

Telephone: (919) 900-1200 

(Name, address and telephone number, including area code, of agent for service)

Copies to: 

Eric T. Juergens 

Debevoise & Plimpton LLP 

66 Hudson Boulevard 

New York, New York 10001 

(212) 909-6000

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 (defined below). (Check one).

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 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statements (as defined below) is being filed pursuant to Rule 414(d) under the Securities Act of 1933, as amended (the “Securities Act”), by James River Group Holdings, Inc., a Delaware corporation (the “Company”), as the successor to James River Group Holdings, Ltd., a Bermuda exempted company. Effective November 7, 2025, James River Group Holdings, Ltd. changed its jurisdiction of incorporation from Bermuda to the State of Delaware (the “Domestication”) and changed its legal name to James River Group Holdings, Inc. This Amendment pertains to the adoption by the Company of the following registration statements on Form S-8 (collectively, the “Registration Statements”): (i) Registration No. 333-200995, (ii)  Registration No. 333-217743, (iii) Registration No. 333-231200, (iv) Registration No. 333-268114, (v) Registration No. 333-283157, (vi) Registration No. 333-283159, (vii) Registration Statement No. 333-291251 and (viii) Registration Statement No. 333-291252. The Company hereby expressly adopts each Registration Statement as its own registration statement for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This Amendment does not reflect any increase in the number of shares of the Company’s common stock, par value $0.0002 per share (the “common stock”), issuable pursuant to the plans listed on the cover page hereof above the numbers previously approved and disclosed.

For the purposes of this Amendment and the Registration Statements, references to the “Company,” “James River,” the “Registrant,” “we,” “our,” “us” and similar terms mean, as of any time prior to the Domestication, James River Group Holdings, Ltd. and, as of any time after the Domestication, James River Group Holdings, Inc. The information contained in this Amendment sets forth additional information to reflect the Domestication. All documents filed by the Company under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before the effective date of the Domestication will not reflect the change in our name, jurisdiction of incorporation or capital structure.

The Domestication was effected in the manner described in James River Group Holdings, Ltd.’s registration statement on Form S-4, which was filed with the Securities and Exchange Commission (the “Commission”) on August 5, 2025 and as amended on August 15, 2025 (Registration No. 333-289276). In the Domestication, James River Group Holdings, Ltd. discontinued its existence as a Bermuda exempted company as provided under Sections 132G and 132H of The Companies Act 1981 of Bermuda and, pursuant to Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”), continued its existence under the DGCL as a corporation incorporated in the State of Delaware. Our consolidated business, operations, assets and liabilities, as well as our principal locations (other than our registered office in Bermuda) and fiscal year, are the same immediately after the Domestication as they were immediately prior to the Domestication. In addition, the directors and executive officers of the Company immediately after the Domestication are the same individuals who were directors and executive officers, respectively, of James River Group Holdings, Ltd. immediately prior to the Domestication.

The Company’s common stock continues to be listed for trading on the Nasdaq Global Select Market under the ticker symbol “JRVR.” Upon effectiveness of the Domestication, the Company’s CUSIP number relating to its common stock changed to 46990A 102.

In connection with the Domestication, common shares of James River Group Holdings, Ltd., par value $0.0002 per share (the “common shares”) (including fractions of common shares, as the case may be), 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 (or fractions of shares of common stock, as the case may be), of James River Group Holdings, Inc. The number of shares of common stock of the Company outstanding immediately after the Domestication is the same as the number of common shares of James River Group Holdings, Ltd. outstanding immediately prior to the Domestication. Consequently, each holder of a common share (or fraction thereof) of James River Group Holdings, Ltd. immediately prior to the Domestication held, immediately thereafter, a share of common stock (or fraction thereof) of the Company representing the same proportional equity interest in the Company as that shareholder held in James River Group Holdings, Ltd. and representing the same class of shares.

In connection with the Domestication, James River Group Holdings, Inc. has amended the (i) James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan by adopting the Fourth Amendment to the James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan (the “Fourth Plan Amendment”) and (ii) James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan by adopting the Fifth Amendment to the James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan (the “Fifth Plan Amendment”, and together with the Fourth Plan Amendment, the “Plan Amendments”). The Plan Amendments are filed as Exhibits 10.1 and 10.2 to this Amendment, respectively, and are hereby incorporated by reference into this Amendment.

The rights of holders of the Company’s common stock are now governed by the Company’s Delaware certificate of incorporation, its Delaware by-laws and the DGCL, each of which is described in James River Group Holdings, Ltd.’s final prospectus relating to the Domestication, which was filed with the Commission pursuant to Rule 424(b)(3) on August 19, 2025 (the “Final Prospectus”).

PART I 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

PART II 

INFORMATION REQUIRED IN THE REGISTRANT’S PROSPECTUS

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed with the Commission by the Company, pursuant to the Securities Act and the Exchange Act, as applicable, are hereby incorporated by reference in, and shall be deemed to be a part of, the Registration Statements:

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post- effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be made a part hereof from the respective dates of filing such documents. The Company is not incorporating by reference any information furnished (but not filed) under Item 2.02, Item 7.01 or Item 9.01 of any its Current Reports on Form 8-K.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Amendment to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Amendment to the Registration Statements.

Item 4. Description of Securities.

See the description of the Company’s common stock included in the Final Prospectus under the caption “Description of Capital Stock” therein.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Section 102(b)(7) of the DGCL allows a corporation to provide in its certificate of incorporation that a director or officer of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except (1) for any breach of the director’s or officer’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions by a director or officer not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for payments of unlawful dividends or unlawful stock repurchases or redemptions made to a director, (4) for any transaction from which the director or officer derived an improper personal benefit or (5) an officer in any action by or in the right of the corporation.

Section 145(a) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), because he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 145(b) of the DGCL provides, in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made with respect to any claim, issue or matter as to which he or she will have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, he or she is fairly and reasonably entitled to indemnity for such expenses that the Court of Chancery or other adjudicating court will deem proper.

Section 145(g) of the DGCL provides, in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under Section 145 of the DGCL.

Our certificate of incorporation provides that no director or officer of James River Group Holdings, Inc. shall be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director or officer (including with regard to any actions taken or omitted as a director or officer of James River Group Holdings, Ltd., whether taken or omitted prior to the effective time of the Domestication, in connection with the discontinuance of James River Group Holdings, Ltd. in Bermuda or the continuance of James River Group Holdings, Inc. in the State of Delaware or otherwise) except to the extent that such exemption from liability or limitation thereof is not permitted under the DGCL as currently in effect or as the same may be amended. This provision in the certificate of incorporation does not eliminate the directors’ or officers’ fiduciary duty, and in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director or officer will be subject to liability for breach of the director’s or officer’s duty of loyalty to the Company or its stockholders, for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director or officer, and, with respect to directors only, for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director’s or officer’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

The Company’s by-laws also provide that James River Group Holdings, Inc. shall indemnify and hold harmless to the fullest extent permitted by law any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, formal or informal, including all appeals by reason of the fact that (x) such person is or was serving or has agreed to serve as a director or officer of James River Group Holdings, Inc., or (y) such person, while serving as a director or officer of James River Group Holdings, Inc., is or was serving or has agreed to serve at the request of James River Group Holdings, Inc. as a director, officer, employee, manager or agent of another corporation, partnership, joint venture, trust or other enterprise or (z) such person is or was serving or has agreed to serve at the request of James River Group Holdings, Inc. as a director, officer or manager of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted by such person in such capacity, and who satisfies the applicable standard of conduct set forth in the DGCL or other applicable law. For purposes of the indemnification described in this paragraph, references to James River Group Holdings, Inc. include James River Group Holdings, Ltd. as incorporated under Bermuda law prior to the continuance of its existence under Delaware law as James River Group Holdings, Inc. James River Group Holdings, Inc. will remain obligated on any indemnification obligations of James River Group Holdings, Ltd. arising prior to the Domestication.

We maintain directors’ and officers’ insurance policies that cover our directors and officers.

Subject to limitations imposed by Delaware law, the Company may enter into agreements that provide indemnification to the directors, officers and other persons serving at our request as a director, officer, employee or agent of another enterprise for all actions, liabilities, losses, damages or expenses incurred or suffered by the indemnified person arising out of such person’s service in such capacity.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

*            Filed herewith.

Item 9. Undertakings.

provided, however, that (a)(1)(i) and (a)(1)(ii) of Item 512 of Regulation S-K do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chapel Hill, State of North Carolina, on the 10th day of November, 2025.

POWER OF ATTORNEY AND SIGNATURES

The undersigned directors and officers do hereby constitute and appoint Sarah Doran and Jeanette Miller, with full power of substitution, our true and lawful attorney-in-fact and agent to do any and all acts and things in our name and on behalf in our capacities as directors and officers, and to execute any and all instruments for us and in our names in the capacities indicated below, that such person may deem necessary or advisable to enable the Registrant to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this post-effective amendment, including specifically, but not limited to, power and authority to sign for us, or any of us, in the capacities indicated below, any and all amendments hereto (including pre-effective and post-effective amendments or any other registration statement filed pursuant to the provisions of Rule 462(b) under the Securities Act); and we do hereby ratify and confirm all that such person or persons shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Act, this Post-Effective Amendment No. 1 to the Registration Statements has been signed by the following persons in the capacities indicated on the 10th day of November, 2025.