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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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James River Group Holdings, Ltd. (Name of Issuer) |
Common Shares, par value $0.0002 (Title of Class of Securities) |
GR5005R107 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | GR5005R107 |
| 1 | Names of Reporting Persons
Enstar Group Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BERMUDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,590,765.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person: The percentage set forth in row (11) is calculated based upon 45,922,507 shares of the Issuer's Common Stock issued and outstanding as of September 3, 2025, as disclosed in the proxy statement on Form DEF 14A filed by the Issuer on September 17, 2025.
SCHEDULE 13G
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| CUSIP No. | GR5005R107 |
| 1 | Names of Reporting Persons
Elk Insurance Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,590,765.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person: The percentage set forth in row (11) is calculated based upon 45,922,507 shares of the Issuer's Common Stock issued and outstanding as of September 3, 2025, as disclosed in the proxy statement on Form DEF 14A filed by the Issuer on September 17, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
James River Group Holdings, Ltd. | |
| (b) | Address of issuer's principal executive offices:
Clarendon House, 2 Church Street, Hamilton, Pembroke, D0, HM 11 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by Enstar Group Limited ("Enstar") and Elk Insurance Holdings, LLC ("Elk Insurance"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of Enstar is as follows:
A.S. Cooper Building, 4th Floor
26 Reid Street
Hamilton, Bermuda HM 11
The principal business address of Elk Insurance is as follows:
2100 McKinney Avenue, Suite 1500
Dallas, TX 75201 | |
| (c) | Citizenship:
Enstar is organized under the laws of Bermuda. Elk Insurance is organized under the laws of the State of Delaware. | |
| (d) | Title of class of securities:
Common Shares, par value $0.0002 | |
| (e) | CUSIP No.:
GR5005R107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of September 30, 2025, Cavello Bay Reinsurance Limited ("Cavello Bay") beneficially owns 2,590,765 shares of Common Stock of the Issuer. Cavello Bay is a wholly-owned subsidiary of Enstar, which is indirectly controlled by Elk Insurance. The sole shareholder of Enstar is Elk Bidco Limited. The sole owner of the ordinary shares of Elk Bidco Limited is Elk Parent Limited, which is wholly owned by Elk Intermediate Holdings, LLC, which is in turn wholly owned by Elk Topco, LLC. Elk Insurance Holdings owns 100% of the voting non-economic interests in Elk Topco, LLC. As a result, Elk Insurance and certain intermediate holding companies set forth below under Item 7 may be deemed to beneficially own all of these shares. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose. | |
| (b) | Percent of class:
5.6% (based upon 45,922,507 shares of the Issuer's Common Stock issued and outstanding as of September 3, 2025, as disclosed in the proxy statement on Form DEF 14A filed by the Issuer on September 17, 2025). %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Item 5 of each cover page, which is hereby incorporated by reference. | ||
| (ii) Shared power to vote or to direct the vote:
See Item 6 of each cover page, which is hereby incorporated by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 7 of each cover page, which is hereby incorporated by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each cover page, which is hereby incorporated by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Subsidiary:
Elk Topco, LLC
Elk Intermediate Holdings, LLC
Elk Parent Limited
Elk Bidco Limited
Enstar Group Limited
Kenmare Holdings Ltd.
Cavello Bay Reinsurance Limited | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Joint Filing Agreement |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that (i) this statement on Schedule 13G with respect to the Common Shares, par value $0.0002, of James River Group Holdings, Ltd., has been adopted and filed on behalf of each of them and (ii) all future amendments to such statement on Schedule 13G will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13G as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof. Date: November 13, 2025 Enstar Group Limited By: /s/ Audrey Taranto Name: Audrey Taranto Title: General Counsel and Corporate Secretary Elk Insurance Holdings, LLC By: A. Michael Muscolino Name: A. Michael Muscolino Title: Managing Member