If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


 
Zimmer Partners, LP
 
Signature:/s/ Jelena Napolitano
Name/Title:Jelena Napolitano / Authorized Person
Date:05/15/2026
 
Zimmer Financial Services Group LLC
 
Signature:/s/ Stuart J. Zimmer
Name/Title:Stuart J. Zimmer / Director
Date:05/15/2026
 
Zimmer Partners GP, LLC
 
Signature:/s/ Stuart J. Zimmer
Name/Title:Stuart J. Zimmer / Director, Zimmer Financial Services Group LLC
Date:05/15/2026
 
Stuart J. Zimmer
 
Signature:/s/ Stuart J. Zimmer
Name/Title:Stuart J. Zimmer / Self
Date:05/15/2026

Exhibit 99.1
JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Common Stock, par value $0.0002 per share, of James River Group Holdings, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein but shall not be responsible for the completeness and accuracy of the information concerning the others.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
EXECUTED as of this 15th day of May, 2026.

Zimmer Partners, LP
Signature:
 
/s/ Jelena Napolitano
Name/Title:
 
Jelena Napolitano / Authorized Person
     

Zimmer Financial Services Group LLC
Signature:
 
/s/ Stuart J. Zimmer
Name/Title:
 
Stuart J. Zimmer / Director
     


Zimmer Partners GP, LLC
Signature:
 
/s/ Stuart J. Zimmer
Name/Title:
 
Stuart J. Zimmer / Director, Zimmer Financial Services Group LLC
     


Stuart J. Zimmer
Signature:
 
/s/ Stuart J. Zimmer
Name/Title:
 
Stuart J. Zimmer / Self
     

Exhibit 99.2

TRANSACTIONS
Except as previously disclosed in this Schedule 13D, as amended, the following table sets forth all transactions by the Reporting Persons (on behalf of the Funds or Accounts) with respect to the securities of James River Group Holdings, Inc. in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on May 15, 2026. Except as otherwise noted below, all such transactions were purchases or sales of securities of James River Group Holdings, Inc. effected in the open market (unless noted otherwise), and the table excludes commissions paid in per share prices.


ZIMMER MASTER INFRASTRUCTURE FUND, L.P.
 

Type of Security
Amount Purchased/(Sold)
Price Per Security ($)
Date of Purchase/Sale
Common Stock
259,916
$5.0293 (1)
05/05/2026
Common Stock
21,028
$4.9493 (2)
05/05/2026
Common Stock
50,000
$5.0742 (3)
05/05/2026
Common Stock
50,000
$5.2111 (4)
05/05/2026
Common Stock
11,798
$5.1442 (5)
05/05/2026
Common Stock
3,375
$4.7147 (6)
05/05/2026
Common Stock
57,000
$4.5163 (7)
05/06/2026
Common Stock
1,695
$4.5199 (8)
05/06/2026
Common Stock
28,972
$4.3000
05/07/2026


ZP MASTER MIDCAP FUND, LTD.


Type of Security
Amount Purchased/(Sold)
Price Per Security ($)
Date of Purchase/Sale
Common Stock
(18,362)*
$6.5242 (9)
03/16/2026
Common Stock
(2,100)*
$6.5700
03/16/2026
Common Stock
(37,100)*
$6.5768 (10)
03/17/2026
Common Stock
(100)*
$6.4000
03/23/2026
Common Stock
(71,567)*
$6.2610 (11)
03/30/2026
Common Stock
(1,861)*
$6.3057 (12)
03/30/2026
Common Stock
(25,000)*
$6.2600
03/30/2026
Common Stock
(81,495)*
$6.2993 (13)
03/31/2026
Common Stock
(8,388)*
$6.3121 (14)
04/08/2026
Common Stock
(11,000)*
$6.3255 (15)
04/09/2026
Common Stock
(16,816)*
$6.2863 (16)
04/13/2026
Common Stock
(2,000)*
$6.3050 (17)
04/14/2026
Common Stock
(7,000)*
$6.3600 (18)
04/15/2026
Common Stock
(4,000)*
$6.4350 (19)
04/16/2026
Common Stock
(3,682)*
$6.5664 (20)
04/17/2026
Common Stock
(1,864)*
$6.4538 (21)
04/20/2026
Common Stock
(17,810)*
$6.3717 (22)
04/21/2026
Common Stock
(9,611)*
$6.3941 (23)
04/24/2026
Common Stock
(1,731)*
$6.4049 (24)
04/27/2026
Common Stock
(456,737)
$6.1300 (25)
05/05/2026
Common Stock
5,000
$5.2726 (26)
05/05/2026

* Indicates a short sale.
(1) The purchase price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.85 to $5.235, inclusive. The Reporting Persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased or sold, as applicable, at each separate price within the ranges set forth in footnotes (1) – (24) and (26).
(2) The purchase price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.86 to $4.96, inclusive.
(3) The purchase price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.86 to $5.20, inclusive.
(4) The purchase price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.16 to $5.25, inclusive.
(5) The purchase price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.12 to $5.15, inclusive.
(6) The purchase price is a weighted average price. These shares were sold in multiple transactions at $4.7147.
(7) The purchase price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.42 to $4.61, inclusive.
(8) The purchase price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.515 to $4.52, inclusive.
(9) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.46 to $6.58, inclusive.
(10) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.53 to $6.635, inclusive.
(11) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.25 to $6.295, inclusive.
(12) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.30 to $6.31, inclusive.
(13) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.27 to $6.37, inclusive.
(14) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.30 to $6.33, inclusive.
(15) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.27 to $6.38, inclusive.
(16) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.27 to $6.34, inclusive.
(17) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.30 to $6.31, inclusive.
(18) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.33 to $6.39, inclusive.
(19) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.42 to $6.45, inclusive.
(20) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.56 to $6.58, inclusive.
(21) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.45 to $6.455, inclusive.
(22) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.34 to $6.41, inclusive.
(23) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.38 to $6.43, inclusive.
(24) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.40 to $6.405, inclusive.
(25) The transaction was the result of a closing of an open short sale position from inventory, which may be deemed to have occurred at the reported price.
(26) The purchase price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.15 to $5.48, inclusive.