Global Indemnity Group, LLC
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
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Sep 30, 2026 · Filed Nov 5, 2026
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Item 5. Other Information
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2026, Global Indemnity Group, LLC (the “Company”) announced that Joseph W. Brown ceased serving as the Company’s Chief Executive Officer and as a member of the Board of Directors of the Company (the “Board”), effective as of November 2, 2026 (the “Separation Date”).
On November 2, 2026, the Board appointed Jessica E. Buss as Chief Executive Officer of the Company, effective as of the Separation Date.
Prior to joining the Board in October 2026, Ms. Buss, 55, served as Chief Executive Officer of Open Lending Corporation (Nasdaq: LPRO), a lending enablement and risk analytics company serving the automotive finance market, from April 2025 to September 2026, leading it through its sale to ANV Group. She also served as a director of Open Lending Corporation from 2020 to 2026, including as Chairman of the Board from 2023 to 2026. From 2023 to 2025, Ms. Buss served as President and then Chief Executive Officer of Argo Group International Holdings, a U.S. specialty property and casualty insurer. From 2017 to 2022, Ms. Buss served as President and Chief Executive Officer of
GuideOne Insurance, where she built the company's specialty, excess and surplus lines and program businesses. Previously, she served as Senior Vice President of Commercial and Specialty Lines at State Auto Insurance Companies, as Senior Vice President, Chief Operating Officer and Chief Financial Officer of Rockhill Insurance Company, and as Chief Financial Officer of Citizens Property Insurance Corporation. She began her career in public accounting at Arthur Andersen and Thomas Howell Ferguson. Ms. Buss currently serves on the board of directors of Earnix, a private insurance pricing and analytics software company, and as an advisor to Bregal Sagemount, a private equity firm. She holds an MBA in Finance from the University of Florida and a BBA in Accounting from the University of Wisconsin–Madison, and is a Certified Public Accountant (inactive) and has earned the NACD Directorship Certification.
In connection with her appointment as Chief Executive Officer, and pursuant to the terms of her offer letter, dated October 31, 2026 (the “Buss Offer Letter”), Ms. Buss will receive an initial annual base salary of $1,000,000. Commencing in calendar year 2027, Ms. Buss will also be eligible for (i) an annual cash bonus equal to 13% of the annual EBITDA of Katalyx Holdings LLC before corporate expense allocation for the applicable year (provided that her annual cash bonus for calendar year 2027 will be not less than $1,000,000) and (ii) an annual stock bonus (the “Annual Stock Bonus”) equal to 10% of the annual increase in the book value of Belmont Holdings GX, Inc. in excess of a 7% annual book value hurdle growth rate. The Annual Stock Bonus will be settled in Class A common shares of the Company in two installments as follows: (i) 75% of the Annual Stock Bonus will be issued in March of the year following the applicable bonus year (the “Initial Issuance Date”) and will vest on the first anniversary of the Initial Issuance Date, subject to Ms. Buss’s continued employment with the Company through such date; and (ii) the remaining 25% (adjusted for any loss reserve development for the applicable bonus year) will be issued on the third anniversary of the Initial Issuance Date, subject to Ms. Buss’s continued employment with the Company through such date.
The foregoing description of the Buss Offer Letter does not purport to be complete and is qualified in its entirety by reference to the Buss Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
There are no family relationships, as defined in Item 401 of Regulation S-K, between Ms. Buss and any of the Company’s executive officers or directors or persons nominated or chosen to become a director or executive officer. Ms. Buss has not engaged in any transaction with the Company during the last fiscal year, and does not propose to engage in any transaction, that would be reportable under Item 404(a) of Regulation S-K. Except as described above, there is no arrangement or understanding between Ms. Buss and any other person pursuant to which she was appointed as Chief Executive Officer of the Company.
Failure to Satisfy a Continued Listing Rule or Standard
In connection with her appointment as Chief Executive Officer, Ms. Buss resigned from the Audit Committee of the Board, effective as of the Separation Date. As a result, the Audit Committee is currently composed of two independent directors. On November 2, 2026, the Company notified the Nasdaq that it was not in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires the Company’s Audit Committee to consist of at least three independent directors. In accordance with Nasdaq Listing Rule 5605(c)(4)(B), the Company has until the earlier of its next annual meeting of shareholders or one year from the occurrence of the event that caused the vacancy to cure this non-compliance and will actively seek to appoint a third independent director to the Audit Committee prior to such date.
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
None of the Company's directors or Section 16 officers adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement, as each term is defined by Item 408 of Regulation S-K, during the quarter ended September 30, 2026.
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