--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-25-054992" form_type: "8-K" ticker: "KG" cik: "0002055116" company_name: "Kestrel Group Ltd" filed_at: "2025-05-30T23:59:59+00:00" generated_at: "2026-05-20T05:06:21.057772+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.95 calibrated_materiality_score: 0.95 confidence: "high" source: SEC EDGAR --- # Maiden Holdings merges with Kestrel; new entity Kestrel Group Ltd begins trading under KG ## Summary - Each Maiden common share converted into 0.05 of a Kestrel Group common share; Kestrel equity holders received $40M cash and 2.75M shares. - New board appointed: Terry Ledbetter (Exec Chair), Luke Ledbetter (CEO), plus Brecher, Cohen, Hotchkiss, Nigro, Weissmann. - New executive officers: Luke Ledbetter (CEO), Terry Ledbetter (Exec Chair), Patrick Haveron (President & CFO), Lawrence Metz (Chief Legal Officer & Sec). - Company guaranteed Maiden's 6.625% Senior Notes due 2046 and MHNA's 7.75% Senior Notes due 2043 via supplemental indentures. - Kestrel equity holders eligible for contingent consideration up to $45M in shares subject to EBITDA milestones. ## SEC filing metadata - accession: 0001104659-25-054992 - form_type: 8-K - ticker: KG - cik: 0002055116 - company_name: Kestrel Group Ltd - filed_at: 2025-05-30T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.95 - calibrated_materiality_score: 0.95 - confidence: high - sec_items: 1.01, 2.01, 3.03, 5.01, 5.02, 5.05, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2055116/000110465925054992/0001104659-25-054992-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2055116/000110465925054992/tm2516333d2_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-25-054992 - JSON: https://secwatch.observer/filing/0001104659-25-054992.json - Plain text: https://secwatch.observer/filing/0001104659-25-054992.txt ## Key facts - Executive change Jeffrey Weissmann was appointed as Director at Kestrel Group Ltd. - Action: appointed - Role: Director source text: each of the following was designated and appointed to the Board: Terry Ledbetter, Luke Ledbetter, Joseph Brecher, Erik Cohen, Michael Hotchkiss, Steven Nigro and Jeffrey Weissmann evidence_url: https://www.sec.gov/Archives/edgar/data/2055116/000110465925054992/0001104659-25-054992-index.htm - Executive change Michael Hotchkiss was appointed as Director at Kestrel Group Ltd. - Action: appointed - Role: Director source text: each of the following was designated and appointed to the Board: Terry Ledbetter, Luke Ledbetter, Joseph Brecher, Erik Cohen, Michael Hotchkiss, Steven Nigro and Jeffrey Weissmann evidence_url: https://www.sec.gov/Archives/edgar/data/2055116/000110465925054992/0001104659-25-054992-index.htm - Executive change Erik Cohen was appointed as Director at Kestrel Group Ltd. - Action: appointed - Role: Director source text: each of the following was designated and appointed to the Board: Terry Ledbetter, Luke Ledbetter, Joseph Brecher, Erik Cohen, Michael Hotchkiss, Steven Nigro and Jeffrey Weissmann evidence_url: https://www.sec.gov/Archives/edgar/data/2055116/000110465925054992/0001104659-25-054992-index.htm - Executive change Terry Ledbetter was appointed as Executive Chairman at Kestrel Group Ltd. - Action: appointed - Role: Executive Chairman source text: Terry Ledbetter, age 72, serves as Executive Chairman of Kestrel. evidence_url: https://www.sec.gov/Archives/edgar/data/2055116/000110465925054992/0001104659-25-054992-index.htm - Executive change Joseph Brecher was appointed as Director at Kestrel Group Ltd. - Action: appointed - Role: Director source text: each of the following was designated and appointed to the Board: Terry Ledbetter, Luke Ledbetter, Joseph Brecher, Erik Cohen, Michael Hotchkiss, Steven Nigro and Jeffrey Weissmann evidence_url: https://www.sec.gov/Archives/edgar/data/2055116/000110465925054992/0001104659-25-054992-index.htm - Executive change Luke Ledbetter was appointed as Director at Kestrel Group Ltd. - Action: appointed - Role: Director source text: each of the following was designated and appointed to the Board: Terry Ledbetter, Luke Ledbetter, Joseph Brecher, Erik Cohen, Michael Hotchkiss, Steven Nigro and Jeffrey Weissmann evidence_url: https://www.sec.gov/Archives/edgar/data/2055116/000110465925054992/0001104659-25-054992-index.htm - Executive change Luke Ledbetter was appointed as President and Chief Executive Officer at Kestrel Group Ltd. - Action: appointed - Role: President and Chief Executive Officer source text: Bradford Luke Ledbetter, age 44, serves as President and CEO of Kestrel. evidence_url: https://www.sec.gov/Archives/edgar/data/2055116/000110465925054992/0001104659-25-054992-index.htm - Executive change Terry Ledbetter was appointed as Director at Kestrel Group Ltd. - Action: appointed - Role: Director source text: each of the following was designated and appointed to the Board: Terry Ledbetter, Luke Ledbetter, Joseph Brecher, Erik Cohen, Michael Hotchkiss, Steven Nigro and Jeffrey Weissmann evidence_url: https://www.sec.gov/Archives/edgar/data/2055116/000110465925054992/0001104659-25-054992-index.htm - Executive change Steven Nigro was appointed as Director at Kestrel Group Ltd. - Action: appointed - Role: Director source text: each of the following was designated and appointed to the Board: Terry Ledbetter, Luke Ledbetter, Joseph Brecher, Erik Cohen, Michael Hotchkiss, Steven Nigro and Jeffrey Weissmann evidence_url: https://www.sec.gov/Archives/edgar/data/2055116/000110465925054992/0001104659-25-054992-index.htm - Governance Changes Kestrel Group Ltd: The company adopted a new Code of Business Ethics and Conduct, effective May 27, 2015 (effective 2015-05-27). - Change: code of ethics - Effective: 2015-05-27 source text: On May 27, 2015, in connection with the consummation of the Transactions, the Company’s board of directors adopted the Company’s Code of Business Ethics and Conduct (the “Code”), which became effective on such date. evidence_url: https://www.sec.gov/Archives/edgar/data/2055116/000110465925054992/0001104659-25-054992-index.htm - M&A Transactions Kestrel Group Ltd underwent a change of control involving Maiden Holdings, Ltd. for each Maiden common share canceled and converted into right to receive one-twentieth (0.05) of a Company common share; Kestrel Equityholders received $40,000,000 (closed 2025-05-27). - Action: change of control - Counterparty: Maiden Holdings, Ltd. - Consideration: each Maiden common share canceled and converted into right to receive one-twentieth (0.05) of a Company common share; Kestrel Equityholders received $40,000,000 - Closing: 2025-05-27 source text: ̈ Introductory Note As previously disclosed, on December 29, 2024, Maiden Holdings, Ltd. (“Maiden”) entered into a Combination Agreement (as amended, the “Combination Agreement”) with Kestrel Group LLC, evidence_url: https://www.sec.gov/Archives/edgar/data/2055116/000110465925054992/0001104659-25-054992-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.