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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 (see General Instruction A.2 below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐    Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

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

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

At the 2025 annual general meeting of shareholders (the “Annual Meeting”) of James River Group Holdings, Ltd. (the “Company”) held on October 23, 2025, the Company’s shareholders approved an amendment (the “Fourth Amendment”) to the James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan (the “2014 LTIP”). The Fourth Amendment increases the number of the Company’s common shares authorized for issuance under the 2014 LTIP by 1,650,000 common shares.

At the Annual Meeting, the Company’s shareholders also approved an amendment (the “Third Amendment”) to the James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan (the “Non-Employee Director Plan”). The Third Amendment increases the number of the Company’s common shares authorized for issuance under the Non-Employee Director Plan by 225,000 common shares.

At the Annual Meeting, the Company’s shareholders elected each of Matthew B. Botein, Thomas L. Brown, Joel D. Cavaness, Frank N. D’Orazio, Kirstin M. Gould, Dennis J. Langwell, Christine LaSala and Peter B. Migliorato for a one-year term to hold office until the 2026 annual general meeting of shareholders. The Company’s shareholders also approved (i) the re-appointment of Ernst & Young LLP, an independent registered public accounting firm, as our independent auditor to serve until the 2026 annual general meeting of shareholders and authorization of our Board of Directors, acting by the Audit Committee, to determine the independent auditor’s remuneration, (ii) the 2024 compensation of the Company’s named executive officers on a non-binding, advisory basis, (iii) the amendment of the James River Group Holdings, Ltd. 2014 Long-Term Incentive Plan and (iv) the amendment of the James River Group Holdings, Ltd. 2014 Non-Employee Director Incentive Plan.

The following is a summary of the voting results for each matter presented to the shareholders at the Annual Meeting:

Proposal 1 – Election of Directors:

Proposal 2 - The re-appointment of Ernst & Young LLP.

Proposal 3 - The approval of the 2024 compensation of our named executive officers.

Proposal 4 - The approval of an amendment to the 2014 LTIP.

Proposal 5 - The approval of an amendment to the Non-Employee Director Plan.

(d)    Exhibits

The following Exhibits are furnished as a part of this Form 8-K:

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.