--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-25-010458" form_type: "8-K" ticker: "GBLI" cik: "0001494904" company_name: "Global Indemnity Group, LLC" filed_at: "2025-01-22T23:59:59+00:00" generated_at: "2026-05-27T19:09:24.796545+00:00" event_type: "other_material" sentiment: "positive" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Global Indemnity completes 'Project Manifest' reorganization, restructures board and authorizes new share class ## Summary - Board resignations effective Jan 16, 2025; five new Designated Directors appointed Jan 17 including Saul Fox, Joseph Brown, Fred Karlinsky, Bruce Lederman, Thomas McGeehan. - Third Amended LLC Agreement authorizes up to 5,000,000 Class A-2 Common Shares; CEO added as nonvoting Ex-Officio Director. - Business restructuring: Penn-America divisions separated into distinct businesses; technology and claims services established as separate entities. - Insurance companies de-stacked to increase consolidated surplus and improve capital management efficiency. ## SEC filing metadata - accession: 0001193125-25-010458 - form_type: 8-K - ticker: GBLI - cik: 0001494904 - company_name: Global Indemnity Group, LLC - filed_at: 2025-01-22T23:59:59+00:00 - event_type: other_material - sentiment: positive - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 5.03, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1494904/000119312525010458/0001193125-25-010458-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1494904/000119312525010458/d918395d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-25-010458 - JSON: https://secwatch.observer/filing/0001193125-25-010458.json - Plain text: https://secwatch.observer/filing/0001193125-25-010458.txt ## Key facts - Executive change Joseph W. Brown was appointed as Director at Global Indemnity Group, LLC. - Action: appointed - Role: Director source text: Effective at 12:00 a.m. on January 17, 2025, the Class B Majority Shareholder appointed the following five (5) individuals to serve as Designated Directors for a term beginning on January 17, 2025, and continuing until December 31, 2025: Saul A. Fox, Joseph W. Brown, Fred E. Karlinsky, Bruce R. Lederman and Thomas M. McGeehan. evidence_url: https://www.sec.gov/Archives/edgar/data/1494904/000119312525010458/0001193125-25-010458-index.htm - Executive change Fred E. Karlinsky was appointed as Director at Global Indemnity Group, LLC. - Action: appointed - Role: Director source text: Effective at 12:00 a.m. on January 17, 2025, the Class B Majority Shareholder appointed the following five (5) individuals to serve as Designated Directors for a term beginning on January 17, 2025, and continuing until December 31, 2025: Saul A. Fox, Joseph W. Brown, Fred E. Karlinsky, Bruce R. Lederman and Thomas M. McGeehan. evidence_url: https://www.sec.gov/Archives/edgar/data/1494904/000119312525010458/0001193125-25-010458-index.htm - Executive change Joseph W. Brown resigned as Director at Global Indemnity Group, LLC. - Action: resigned - Role: Director source text: on January 16, 2025, the Company received letters of resignation from the following members of the Board: Saul A. Fox, Joseph W. Brown, Fred R. Donner, Fred E. Karlinsky, Thomas M. McGeehan and Gary C. Tolman, effective at 11:59 p.m. on January 16, 2025. evidence_url: https://www.sec.gov/Archives/edgar/data/1494904/000119312525010458/0001193125-25-010458-index.htm - Executive change Saul A. Fox resigned as Director at Global Indemnity Group, LLC. - Action: resigned - Role: Director source text: on January 16, 2025, the Company received letters of resignation from the following members of the Board: Saul A. Fox, Joseph W. Brown, Fred R. Donner, Fred E. Karlinsky, Thomas M. McGeehan and Gary C. Tolman, effective at 11:59 p.m. on January 16, 2025. evidence_url: https://www.sec.gov/Archives/edgar/data/1494904/000119312525010458/0001193125-25-010458-index.htm - Executive change Thomas M. McGeehan resigned as Director at Global Indemnity Group, LLC. - Action: resigned - Role: Director source text: on January 16, 2025, the Company received letters of resignation from the following members of the Board: Saul A. Fox, Joseph W. Brown, Fred R. Donner, Fred E. Karlinsky, Thomas M. McGeehan and Gary C. Tolman, effective at 11:59 p.m. on January 16, 2025. evidence_url: https://www.sec.gov/Archives/edgar/data/1494904/000119312525010458/0001193125-25-010458-index.htm - Executive change Saul A. Fox was appointed as Director at Global Indemnity Group, LLC. - Action: appointed - Role: Director source text: Effective at 12:00 a.m. on January 17, 2025, the Class B Majority Shareholder appointed the following five (5) individuals to serve as Designated Directors for a term beginning on January 17, 2025, and continuing until December 31, 2025: Saul A. Fox, Joseph W. Brown, Fred E. Karlinsky, Bruce R. Lederman and Thomas M. McGeehan. evidence_url: https://www.sec.gov/Archives/edgar/data/1494904/000119312525010458/0001193125-25-010458-index.htm - Executive change Thomas M. McGeehan was appointed as Director at Global Indemnity Group, LLC. - Action: appointed - Role: Director source text: Effective at 12:00 a.m. on January 17, 2025, the Class B Majority Shareholder appointed the following five (5) individuals to serve as Designated Directors for a term beginning on January 17, 2025, and continuing until December 31, 2025: Saul A. Fox, Joseph W. Brown, Fred E. Karlinsky, Bruce R. Lederman and Thomas M. McGeehan. evidence_url: https://www.sec.gov/Archives/edgar/data/1494904/000119312525010458/0001193125-25-010458-index.htm - Executive change Bruce R. Lederman was appointed as Director at Global Indemnity Group, LLC. - Action: appointed - Role: Director source text: Effective at 12:00 a.m. on January 17, 2025, the Class B Majority Shareholder appointed the following five (5) individuals to serve as Designated Directors for a term beginning on January 17, 2025, and continuing until December 31, 2025: Saul A. Fox, Joseph W. Brown, Fred E. Karlinsky, Bruce R. Lederman and Thomas M. McGeehan. evidence_url: https://www.sec.gov/Archives/edgar/data/1494904/000119312525010458/0001193125-25-010458-index.htm - Executive change Fred E. Karlinsky resigned as Director at Global Indemnity Group, LLC. - Action: resigned - Role: Director source text: on January 16, 2025, the Company received letters of resignation from the following members of the Board: Saul A. Fox, Joseph W. Brown, Fred R. Donner, Fred E. Karlinsky, Thomas M. McGeehan and Gary C. Tolman, effective at 11:59 p.m. on January 16, 2025. evidence_url: https://www.sec.gov/Archives/edgar/data/1494904/000119312525010458/0001193125-25-010458-index.htm - Executive change Fred R. Donner resigned as Director at Global Indemnity Group, LLC. - Action: resigned - Role: Director source text: on January 16, 2025, the Company received letters of resignation from the following members of the Board: Saul A. Fox, Joseph W. Brown, Fred R. Donner, Fred E. Karlinsky, Thomas M. McGeehan and Gary C. Tolman, effective at 11:59 p.m. on January 16, 2025. evidence_url: https://www.sec.gov/Archives/edgar/data/1494904/000119312525010458/0001193125-25-010458-index.htm - Executive change Gary C. Tolman resigned as Director at Global Indemnity Group, LLC. - Action: resigned - Role: Director source text: on January 16, 2025, the Company received letters of resignation from the following members of the Board: Saul A. Fox, Joseph W. Brown, Fred R. Donner, Fred E. Karlinsky, Thomas M. McGeehan and Gary C. Tolman, effective at 11:59 p.m. on January 16, 2025. evidence_url: https://www.sec.gov/Archives/edgar/data/1494904/000119312525010458/0001193125-25-010458-index.htm - Governance Changes Global Indemnity Group, LLC: Adopted Third Amended and Restated Limited Liability Company Agreement, effective January 16, 2025, which authorizes a new class of Class A-2 Common Shares, changes board appointment terms, and adds an Ex-Officio Director role for the CEO (effective 2025-01-16). - Change: bylaw amendment - Effective: 2025-01-16 source text: Third Amended and Restated Limited Liability Company Agreement Effective January 16, 2025, the Company amended and restated its Second Amended and Restated Limited Liability Company Agreement. The Third LLCA incorporates certain amendments, including, the authorization of 5,000,000 Class A Common Shares that the Board may designate as Class A-2 Common Shares pursuant to a grant agreement, as well as establishing the rights of the Class A-2 Common Shares. In addition, pursuant to the Third LLCA, certain changes were made to the Board. Specifically, the Designated Directors (as defined in the Third LLCA) will be appointed for one-year calendar terms running from January 1 to December 31. Any Designated Directors appointed to fill a vacancy will serve for the remainder of the calendar year term. Further, a nonvoting, “Ex-Officio Director” role was added for the Chief Executive Officer (the “CEO”). The CEO will automatically become the Ex-Officio Director, but the Board has authority to de evidence_url: https://www.sec.gov/Archives/edgar/data/1494904/000119312525010458/0001193125-25-010458-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.