v3.26.1
Shareholders' Equity
 6 Months Ended
Jun. 30, 2026
Stockholders' Equity Note [Abstract]  
Shareholders' Equity Shareholders' Equity
a)Common Shares
As discussed in Note 1. Basis of Presentation, pursuant to the terms of the Combination, at the closing of the transaction on May 27, 2025, each issued and outstanding common share of Maiden, par value $0.01 per share, was automatically canceled and converted into the right to receive one-twentieth (0.05) of a common share in Kestrel Group. The equityholders of Kestrel LLC at the closing date received 2,749,996 common shares of the Kestrel Group. Fractional shares for both Maiden and Kestrel LLC were paid out in cash at the closing date.
The Company’s authorized share capital after the Combination consists of 42,500,000 common shares. The Company's common shares have a par value of $0.01 per share. Kestrel Group common shareholders are entitled to receive dividends. For the three and six months ended June 30, 2026, the Company's Board of Directors did not declare any dividends to common shareholders. Holders of Kestrel Group common shares have no pre-emptive, redemption, conversion or sinking fund rights. Holders of Kestrel Group common shares are entitled to one vote per share on all matters submitted to a vote of holders of Kestrel Group common shares. Most matters to be approved by holders of Kestrel Group common shares require approval by a simple majority vote. Under the Kestrel Group bye-laws, the holders of at least a majority of the Kestrel Group common shares voting in person or by proxy at a meeting must approve any merger, amalgamation, business combination or similar transaction with another company.
At June 30, 2026, the aggregate authorized share capital of the Company is 42,500,000 shares of which 10,108,600 common shares were issued. This includes 7,824,030 common shares outstanding, and 2,284,570 treasury shares as discussed further below. The remaining 32,391,400 shares are undesignated at June 30, 2026 which include 737,943 common shares that will be issued and outstanding upon vesting of restricted shares and performance shares.
b)Common Shares issuable under Incentive Plans
On June 3, 2025, a Registration Statement on Form S-8 was filed by Kestrel Group for the purpose of registering 1,411,600 common shares, par value $0.01 per share, of the Company which include:
•206,600 common shares are issuable in respect of outstanding awards under the Maiden Holdings, Ltd. 2019 Omnibus Incentive Plan (“Legacy Plan”) and any such additional shares granted under the Legacy Plan that were forfeited, cancelled, exchanged or surrendered, including in connection with the termination or expiration of an award, that then become available under the Legacy Plan in accordance with its terms. The Legacy Plan was assigned to and assumed by the Company at the effective time of the mergers. Such aggregate number of common shares issuable under the Legacy Plan reflects the conversion required by the terms of the Combination Agreement; and
•1,205,000 common shares are issuable under the Kestrel Group Ltd 2025 Equity Incentive Plan (“Kestrel Group Plan”).
During the three and six months ended June 30, 2026, a total of 61,753 and 710,322 restricted share awards were granted to employees under the Kestrel Group Plan (2025: 51,209).
During the three and six months ended June 30, 2026, a total of 184,764 performance awards ("Performance Award") were issued to senior officers of the Company on May 13, 2026 for fiscal year 2026 pursuant to the Kestrel Group Plan. The Performance Award is subject to a one-year performance period beginning on January 1, 2026 and ending on December 31, 2026, during which the designated performance goal must be achieved. The performance goal for this performance period will be based upon the EBITDA of the Company's Program Services segment. If the threshold level of performance is not met, the Performance Award will be forfeited immediately upon certification by the Committee.
c)Treasury Shares
Treasury shares include 2,237,534 common shares owned by Maiden Reinsurance which are not treated as outstanding common shares on the Condensed Consolidated Balance Sheets at June 30, 2026 and December 31, 2025, respectively.
During the six months ended June 30, 2026, the Company repurchased 47,036 common shares at an average price of $10.32 per share from employees, which represent tax withholding in respect of tax obligations on the vesting of non-performance-based restricted shares. There were no share repurchases from employees during the three months ended June 30, 2026 and during the three and six months ended June 30, 2025.
The table below includes the total number of treasury shares outstanding at June 30, 2026 and December 31, 2025:
June 30, 2026December 31, 2025
Number of common shares held by Maiden Reinsurance treated as treasury shares2,237,534 2,237,534 
Number of treasury shares due to common share repurchases by Kestrel Group47,036 — 
Total number of treasury shares at the end of the reporting period2,284,570 $2,237,534 
6. Shareholders' Equity (continued)
d)AOCI
The following table sets forth financial information regarding the changes in the balances of each component of AOCI:
For the Three Months Ended June 30, 2026Change in net unrealized gains on investmentForeign currency translationTotal
Beginning balance$59 $478 $537 
Other comprehensive loss before reclassifications
(147)(645)(792)
Amounts reclassified from AOCI to net loss, net of tax
226 — 226 
Net current period other comprehensive income (loss)
79 (645)(566)
Ending balance, Kestrel shareholders$138 $(167)$(29)
For the Three Months Ended June 30, 2025Change in net unrealized gains on investmentForeign currency translationTotal
Beginning balance$— $— $— 
Other comprehensive income before reclassifications
485 74 559 
Net current period other comprehensive income
485 74 559 
Ending balance, Kestrel shareholders$485 $74 $559 
For the Six Months Ended June 30, 2026Change in net unrealized gains on investmentForeign currency translationTotal
Beginning balance
$679 $237 $916 
Other comprehensive loss before reclassifications
(759)(404)(1,163)
Amounts reclassified from AOCI to net loss, net of tax
218 — 218 
Net current period other comprehensive loss
(541)(404)(945)
Ending balance, Kestrel shareholders$138 $(167)$(29)
For the Six Months Ended June 30, 2025Change in net unrealized gains on investmentForeign currency translationTotal
Beginning balance
$— $— $— 
Other comprehensive income before reclassifications485 74 559 
Net current period other comprehensive income
485 74 559 
Ending balance, Kestrel shareholders$485 $74 $559