SCHEDULE 13D: AmTrust and Key Insiders Disclose Significant Stake in Kestrel Group Ltd Following Business Combination

AmTrust Financial Services, Inc. and its key executives, Barry D. Zyskind, George Karfunkel, and Leah Karfunkel, have disclosed substantial beneficial ownership in Kestrel Group Ltd (formerly Ranger Bermuda Topco Ltd) following a business combination between Maiden Holdings, Ltd. and Kestrel Group, LLC.

Summary

• AmTrust Financial Services, Inc. and its affiliated individuals, Barry D. Zyskind, George Karfunkel, and Leah Karfunkel, have jointly filed a Schedule 13D disclosing their beneficial ownership in Kestrel Group Ltd (formerly Ranger Bermuda Topco Ltd).
• The ownership stems from a business combination transaction on May 27, 2025, where Maiden Holdings, Ltd. and Kestrel Group, LLC combined their businesses, resulting in both becoming indirect, wholly-owned subsidiaries of Kestrel Group Ltd.
• As a result of the transaction, Maiden common shares were converted into 0.05 Common Share of Kestrel Group Ltd.
• Kestrel Equityholders received an aggregate of $40,000,000 in cash and 2,750,000 Common Shares of Kestrel Group Ltd.
• Additionally, Kestrel Equityholders are entitled to contingent consideration of up to $45,000,000 in Common Shares (maximum 2,750,000 shares) upon the achievement of certain EBITDA milestones by the Kestrel Business.
• AmTrust, as a Kestrel Equityholder, received Common Shares, while Mr. Zyskind, Mr. Karfunkel, and Ms. Karfunkel, as former Maiden shareholders, also received Common Shares.
• The Reporting Persons collectively hold significant stakes: AmTrust owns 7.8% (776,040 shares), Barry D. Zyskind beneficially owns 11.0% (1,094,754 shares), George Karfunkel beneficially owns 8.6% (856,040 shares), and Leah Karfunkel beneficially owns 11.2% (1,115,670 shares) of the outstanding Common Shares.
• The total outstanding Common Shares of Kestrel Group Ltd are 9,939,496 as of the closing of the transaction.
• The Reporting Persons intend to hold their Common Shares for investment purposes and will evaluate their investment periodically.

Sentiment

Score: 7

Explanation: The document is primarily factual and a mandatory disclosure of a completed transaction. The sentiment is moderately positive due to the successful completion of a business combination, the significant cash and share consideration for former equityholders, and the strong governance rights secured by a major investor (AmTrust), suggesting a structured and beneficial integration for the involved parties. The past SEC complaint against AmTrust is a minor negative but does not overshadow the transactional nature of the filing.

Positives

• The completion of the business combination between Maiden Holdings, Ltd. and Kestrel Group, LLC creates a new combined entity, Kestrel Group Ltd, which could lead to synergies and enhanced market position.
• Kestrel Equityholders received a substantial cash payment of $40,000,000 and 2,750,000 Common Shares, indicating a successful exit or integration for them.
• The potential for additional contingent consideration of up to $45,000,000 in Common Shares, tied to EBITDA milestones, provides an upside for former Kestrel Equityholders if the Kestrel Business performs well.
• AmTrust, as a significant shareholder, has secured important investor rights, including demand and piggyback registration rights, which provide liquidity options for their shares.
• AmTrust also gained significant corporate governance influence, including the right to nominate directors to the board and committees, and access to company information and management discussions, ensuring their interests are represented.

Negatives

• AmTrust Financial Services, Inc. was subject to an SEC complaint filed on June 17, 2020, alleging failures in disclosing its actuarial process for estimating loss reserves through the end of 2015, resulting in a permanent injunction and civil penalty, which could raise concerns about past regulatory compliance.

Risks

• The contingent consideration for Kestrel Equityholders is subject to the achievement of certain EBITDA milestones by the Kestrel Business and other terms and conditions, meaning the full potential payout is not guaranteed.
• The value of the Common Shares received by Reporting Persons is subject to market fluctuations and the future performance of Kestrel Group Ltd.
• The beneficial ownership percentages could be higher if the 2,223,456 Common Shares held by Maiden Reinsurance Ltd. (an indirect, wholly-owned subsidiary) were not included in the total outstanding shares, which could impact perceived liquidity or control.

Future Outlook

The Reporting Persons currently hold their Common Shares for investment and intend to evaluate their investment in Kestrel Group Ltd and their plans with respect to the shares from time to time in light of prevailing circumstances. The contingent consideration is tied to future EBITDA milestones of the Kestrel Business.

Management Comments

• "The Reporting Persons currently hold their Common Shares for investment."
• "The Reporting Persons intend to evaluate their investment in the Company, and their plans with respect to the Common Shares that they hold, from time to time in light of then prevailing circumstances."

Industry Context

This filing reflects a strategic consolidation within the insurance or reinsurance sector, where two entities (Maiden Holdings and Kestrel Group, LLC) have combined under a new parent company, Kestrel Group Ltd. Such combinations are common in mature industries seeking scale, efficiency, and diversified risk portfolios. The involvement of AmTrust Financial Services, a significant player in property and casualty insurance, suggests a move to strengthen its position or leverage existing relationships within the broader financial services and insurance landscape.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• On June 17, 2020, the Securities and Exchange Commission filed a complaint against AmTrust and its former chief financial officer, alleging that AmTrust's disclosures through the end of 2015 of its actuarial process for estimating loss reserves failed to disclose its process for reporting management's best estimate of loss reserves. AmTrust agreed to a permanent injunction against future violations and to pay a civil penalty without admitting or denying the allegations.

Related Party Transactions

• The entire business combination transaction involves related parties: AmTrust was a Kestrel Equityholder, and Barry D. Zyskind, George Karfunkel, and Leah Karfunkel were shareholders of Maiden, all of whom are now significant beneficial owners in the combined entity, Kestrel Group Ltd.
• The Registration and Investor Rights Agreement was entered into between AmTrust and Kestrel Group Ltd, detailing rights and obligations between these related entities.

Stakeholder Impact

• **Shareholders (Maiden Holdings, Ltd. and Kestrel Group, LLC):** Their shares were converted or exchanged for cash and Common Shares in the new combined entity, Kestrel Group Ltd, fundamentally altering their investment structure and potential returns.
• **Shareholders (Kestrel Group Ltd):** The new ownership structure, with AmTrust and its affiliates holding significant stakes, could influence future strategic decisions, corporate governance, and potential liquidity events.
• **Management and Employees (Kestrel Group Ltd):** The new board composition and AmTrust's information rights suggest increased oversight and potential strategic shifts, which could impact operational focus and employee roles.
• **Regulatory Authorities (SEC):** The filing itself is a compliance requirement, demonstrating adherence to beneficial ownership disclosure rules following a significant transaction.

Next Steps

• AmTrust and its permitted transferees can require Kestrel Group Ltd to register their Common Shares under the Securities Act of 1933 after a lock-up period.
• AmTrust and its permitted transferees have piggyback registration rights for future equity security registrations by Kestrel Group Ltd.
• Kestrel Group Ltd's board of directors will consist of seven directors immediately following the closing of the transaction.
• AmTrust has the right to nominate one non-independent director to the board as long as it owns at least 25% of the shares issued to it at closing.
• AmTrust has the right to nominate two independent directors to the board as long as it owns at least 5% of outstanding shares and at least 25% of the shares issued to it at closing.
• Each committee of the board of directors will include at least one director designated by AmTrust, to the extent permitted by applicable law.
• AmTrust has the right to receive certain information concerning Kestrel Group Ltd and to discuss its business and financial results with the company's chief financial officer on a quarterly basis.
• The Kestrel Equityholders may receive additional Common Shares as contingent consideration upon the achievement of certain EBITDA milestones by the Kestrel Business.

Key Dates

Keywords

Kestrel Group Ltd, Ranger Bermuda Topco Ltd, Maiden Holdings Ltd, Kestrel Group LLC, AmTrust Financial Services Inc, Beneficial Ownership, Schedule 13D, Business Combination, Merger, SEC Filing, Common Shares, Contingent Consideration, EBITDA Milestones, Investor Rights, Corporate Governance, Insurance, Financial Services