KG

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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 13, 2026 (March 13, 2026)

Kestrel Group Ltd

(Exact name of registrant as specified in its charter)

Bermuda001-42668 98-1833921

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

11 Bermudiana Road, Suite 1141 Hamilton HM 08, Bermuda

(Address of principal executive offices and zip code)

(441) 298-4900

(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:

☐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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading symbol(s)Name of Each Exchange on Which Registered

Common Shares, par value $0.01 per shareKG NASDAQ Capital Market

1

Item 2.02Results of Operations and Financial Condition.

On March 13, 2026, the Company issued a press release announcing its results of operations for the three and twelve months ended December 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On March 13, 2026, the Company posted an investor presentation on its website. The presentation, dated March 13, 2026, may be found at https://kestrelgroup.com/investor_relations under "Investor Presentations."

The information in this current report on Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01Financial Statements and Exhibits.

(d)           Exhibit

Exhibit

No.Description

99.1 Press Release of Kestrel Group Ltd, dated March 13, 2026

2

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.

Date:March 13, 2026Kestrel Group Ltd

By:/s/ Bradford Luke Ledbetter

Name:Bradford Luke Ledbetter

Title:Chief Executive Officer

3

EXHIBIT INDEX

Exhibit

No.Description

99.1 Press Release of Kestrel Group Ltd, dated March 13, 2026

4

Exhibit 99.1

PRESS RELEASE

Kestrel Group Reports Fourth Quarter and Full Year 2025 Financial Results

Austin, TX, March 13, 2026 - Kestrel Group Ltd (NASDAQ: KG) ("Kestrel" or the "Company") a leading specialty insurance platform that provides fronting services to program managers, reinsurers, and reinsurance brokers, today reported its financial results for the fourth quarter and full year ended December 31, 2025.

Key Highlights - Fourth Quarter 2025 Financials

•Program Services net fee income was $1.9 million up 94.5% over the third quarter 2025

•Premium produced(1) by Program Services clients was $93.8 million, up 79.2% over the third quarter 2025

•Total revenues were $10.2 million

•Net premiums earned were $3.4 million

•As of December 31, 2025, the Company’s book value per common share was $16.57

•Net loss was $17.8 million driven by significant non-recurring charges totaling $3.5 million and a downward adjustment to the bargain purchase gain of $5.3 million recorded in the combination with Maiden Holdings, Ltd. (“Maiden”) in 2025; and

•Net income for 2025 was $46.7 million, or $8.08 per diluted share(2).

Commenting on the results, Kestrel’s Chief Executive Officer, Luke Ledbetter, stated, “The fourth quarter saw positive progress in our Program Services segment. Since completing the merger with Maiden in May of 2025, and after