Kestrel Group Ltd 2025年度报告

FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the Fiscal Year Ended December31, 2025 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________Commission File Number: 001-42668 Kestrel Group Ltd(Exact Name of Registrant As Specified in Its Charter) Bermuda 98-1833921 (State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.) 11 Bermudiana Road, Suite 1141Hamilton HM 08, Bermuda(Address of Principal Executive Offices and Zip Code)(441) 298-4900(Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange on Which Registered Trading symbol(s) Common Shares, par value $0.01 per share NASDAQ Capital Market KG Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" inRule 12b-2 of the Exchange Act. 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting common shares held by non-affiliates of the registrant as of June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $113.9 million based on the closing sale price of the registrant’s commonshares on the NASDAQ Capital Market on that date.As of March6, 2026, 7,741,943 common shares were outstanding. 9,979,477 common shares, par value $0.01 per share, were outstanding when the ownership by our affiliate Maiden Reinsurance Ltd. of 2,237,534 common shares were included. These affiliated shares are treated as treasury shares and are not includedin the computation of consolidated book value and earnings per common share. DOCUMENTS INCORPORATED BY REFERENCE Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K will be incorporated by reference from the proxy statement for the registrant's annual meeting ofshareholders or a Form 10-K/A to be filed with the Securities and Exchange Commission. KESTREL GROUP LTDTABLE OF CONTENTS PagePART IItem 1.Business3Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments36Item 1C.Cybersecurity37Item 2.Properties38Item 3.Legal Proceedings39Item 4.Mine Safety Disclosures39PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities40Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operation41Item 8.Financial Statements and Supplementary Data77Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure77Item 9A.Controls and Procedures78Item 9B.Other Information81PART IIIItem 10.Directors, Executive Officers and Corporate Governance82Item 11.Executive Compensatio