Kestrel Group Ltd

Kestrel also leases office space for the corporate office in Austin, Texas, through Kestrel Service Corporation, that expires in December 2027. The Austin office is now the principal executive office effective February 1, 2026. Lease payments have an escalating fee schedule, which range from a 3% to 4% increase each year. Termination of the lease is generally prohibited unless there is a violation under the lease agreement.

Maiden also leases office space in a building in New York City that commenced in April 2024, which created a right-of-use asset and lease liability upon completion of leasehold improvements for the ten-year operating lease. This lease comprises the majority of the lease liabilty and right-of-use asset recognized on the consolidated balance sheet at December 31, 2025.

• A decline in the financial strength rating or financial size category of our fronting companies may adversely affect our financial condition and results of operations.
• We derive a significant portion of our fee revenues from a limited number of general agents and capacity providers, the loss of which could result in our inability to continue to write a significant portion of the current business, additional expense and a material decrease in fee revenues. The loss of business provided by any one of them could materially adversely affect our business, financial condition, and results of operations.
• Failure of capacity providers or general agents to properly market, underwrite or administer policies could materially adversely affect our business, financial condition, results of operations and prospects.
• We may not be successful in building more direct relationships with general agents and capacity providers.
• We may face increased competition.
• Some of our fronting arrangements may contain limits on the reinsurer’s obligations.
• Catastrophic losses may exceed expectations.
• We rely on third-party service providers that provide the infrastructure for our technological systems, and any failure to maintain these relationships could harm our business.
• Legacy Reinsurance
• Maiden’s reinsurers may not pay losses in a timely fashion, or at all, which could have a material adverse effect on Kestrel Group’s results of operations or financial condition.
• The failure of any of the loss limitation methods we have employed or could employ in the future could have a material adverse effect on our results of operations or financial condition.
• If we are unable to establish and maintain accurate loss reserves, our business, financial condition, results of operations and prospects may be materially and adversely affected.
• We may be adversely impacted by claims inflation.
• Maiden Reinsurance’s legacy business is subject to risks related to litigation. Losses from legal and regulatory actions may have a material adverse effect on our reputation, which in turn may have a material adverse effect on our results of operations, cash flows, financial condition and prospects.
• Liquidity, Capital & Investments
• We may not have sufficient unrestricted liquidity to meet our obligations and favorable terms to obtain additional capital may not be available.
• Our investments in alternative investments and our investments in joint ventures and/or entities accounted for using the equity method may be illiquid and volatile in terms of value and returns, which could negatively affect our investment income and liquidity.
• We may require additional capital and liquidity in the future, which may not be available on favorable terms or at all.
• Performance of our investment portfolio will be subject to a variety of investment risks.
• A significant amount of our invested assets are subject to changes in interest rates and market volatility. If we are unable to realize our investment objectives, our financial condition and results of operations may be adversely affected.
• The determination of the fair values of our investments and whether a decline in the fair value of an investment is other-than-temporary are based on management’s judgment and may prove to be incorrect.
• A decrease in the fair value of our subsidiaries may result in future impairments.
• Collateral arrangements with ceding insurers may subject our assets to security interests, pledges or other restrictions which may result in lower investment yields and may adversely affect our profitability.
• Operations & Technology
• Technology breaches or failures, including, but not limited to, those resulting from cyber-attacks on us or our business partners and service providers, could disrupt or otherwise negatively impact our business.
• Artificial intelligence could increase competitive, operational, legal and regulatory risks to our businesses in ways that we cannot predict.
• Our business is dependent on the efforts of our executive officers and other personnel. If we are unsuccessful in our efforts to attract, train and retain qualified personnel, our business, financial condition, results of operations and prospects may be materially adversely affected.
• Our industry is highly regulated and we are subject to significant legal restrictions and these restrictions may have a material adverse effect on our business, financial condition, results of operations, liquidity, cash flows and prospects.
• Compliance by our insurance subsidiaries with the legal and regulatory requirements to which they are subject is expensive. Any failure to comply could have a material adverse effect on our business.
• Our risk management policies and procedures may prove to be ineffective and leave us exposed to unidentified or unanticipated risk.
• Changes in accounting principles and financial reporting requirements could result in material changes to our reported results of operations and financial condition.
• Legislation enacted in Bermuda in response to the EU’s review of harmful tax competition could adversely affect our operations.
• Legislation enacted in Bermuda as to Corporate Income Tax may affect our operations.
• Legislation enacted in Bermuda as to Privacy and Protection of Personal Information.
• Corporate Governance and Risks Related to an Investment in our Securities
• Our holding company structure and certain regulatory and other constraints affect our ability to pay dividends and make other payments.
• We do not anticipate paying any cash dividends on our common shares for the foreseeable future.
• We have risks related to the Company’s Senior Notes.
• Our failure to comply with restrictive covenants contained in the documents governing our Senior Notes or any future credit facility could trigger prepayment obligations, which could adversely affect our business, financial condition and results of operations.
• Significant litigation could be costly, disruptive, and strain our limited resources as a newly public company.
• Maiden Reinsurance owns approximately 22.4% of our total outstanding common shares and thus has a significant ownership and voting stake in our common shares.
• Our common shares owned by Maiden Reinsurance are not retired and could be sold to other shareholders, which could dilute the ownership interests of other shareholders and reduce our book value and earnings per common share.
• A few significant shareholders may influence or control the direction of our business. If the ownership of our common shares continues to be highly concentrated, it may limit your ability and the ability of other shareholders to influence significant corporate decisions.
• Our revenues and results of operations may fluctuate as a result of factors beyond our control, which may cause the price of our shares to be volatile.
• The market price for our common shares has been and may continue to be highly volatile, and if there is a further sustained decline in our share price there could be limited liquidity for our common shares.
• Anti-takeover provisions in our bye-laws could impede an attempt to replace or remove our directors, which could diminish the value of our common shares.
• U.S. persons who own our shares may have more difficulty in protecting their interests than U.S. persons who are shareholders of a U.S. corporation.
• Mergers and Similar Arrangements.
• We are a Bermuda company, and it may be difficult to enforce judgments against us or our directors and executive officers.
• International Operations
• Our offices that operate in jurisdictions outside Bermuda and the U.S. are subject to certain limitations and risks that are unique to foreign operations.
• Foreign currency fluctuations may reduce our net income and our capital levels, adversely affecting our financial condition.
• Relationship with AmTrust
• Significant changes in our reinsurance relationship with AmTrust have reduced our current and future revenues and create significant uncertainty for sources of future liquidity.
• Our initial arrangements with AmTrust were negotiated while Maiden was its affiliate. The arrangements could be challenged as not reflecting terms that we would agree to in arm’s-length negotiations with an independent third party; moreover, our business relationship with AmTrust and its subsidiaries may present, and may make us vulnerable to, possible adverse tax consequences, difficult conflicts of interest, and legal claims that we have not acted in the best interest of our shareholders.
• The amount of collateral we provide to AmTrust could limit our unrestricted liquidity and impact our ability to fulfill our obligations in certain circumstances.
• Insurance and Reinsurance Markets
• The property and casualty insurance and reinsurance industry is competitive and cyclical in nature, which may affect our overall financial performance.
• We may become subject to taxes in Bermuda after 2035, which may have a material adverse effect on our financial condition and operating results and on an investment in our shares.
• OECD two-pillar solution to address the tax challenges arising from the digital economy may apply to our activities.
• U.S. NOL (and certain other tax attributes or tax benefits of Kestrel Group and its U.S. subsidiaries) may be subject to limitation under Section 382 of the Tax Code.
• We may be subject to U.K. taxes, which would have an adverse effect on our financial condition and results of operations and on an investment in our shares.