Kinsale Capital Group, Inc.
For the period ended Dec 31, 2025. Filed Feb 20, 2026.
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FY2025 · Filed Feb 20, 2026
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Item 9B. Other Information
Departure of Director or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously disclosed in a Current Report on Form 8-K filed with the SEC on October 23, 2025, Brian D. Haney, the Company's President and Chief Operating Officer and a member of the Company's Board of Directors, will retire as President and Chief Operating Officer effective March 2, 2026. On February 13, 2026, the Company entered into a Senior Advisor Memorandum of Understanding (the "MOU") with Mr. Haney pursuant to which Mr. Haney will provide advisory and consulting services to the Company following his retirement as President and Chief Operating Officer. The MOU will become effective on March 3, 2026.
Pursuant to the MOU, Mr. Haney will serve as a Senior Advisor to the Company for a term of one year, unless earlier terminated in accordance with its terms. During the term, Mr. Haney will provide advisory and consulting services to the Company, primarily focused on investor relations matters. In consideration for these services, the Company will pay Mr. Haney an annual consulting fee of $500,000, payable in equal monthly installments. The Company will also reimburse Mr. Haney for reasonable out-of-pocket expenses incurred in connection with the performance of services under the MOU.
The foregoing description of the MOU does not purport to be complete and is qualified in its entirety by reference to the full text of the MOU, a copy of which is filed as an exhibit to this Annual Report on Form 10-K as Exhibit 10.10.
Securities Trading Plans of Directors and Executive Officers
Transactions in our securities by our directors and executive officers are required to be made in accordance with our Policy on the Prevention of Insider Trading and Selective Disclosure (the "Insider Trading Policy"), which, among other things, requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading Policy permits our directors and executive officers to enter into trading plans designed to comply with Rule 10b5-1.
During the fourth quarter of 2025, none of our directors or executive officers adopted, modified orterminated a Rule 10b5-1 trading plan oradopted, modified orterminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
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