SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 20, 2021
KINSALE CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
|(Commission File Number)||(IRS Employer Identification No.)|
2035 Maywill Street
Richmond, Virginia 23230
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.01 per share||KNSL||Nasdaq Global Select Market|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 20, 2021, Kinsale Capital Group, Inc. (the “Company”) provided written notice to the Nasdaq Global Select Market (“Nasdaq”) that the Company intends to voluntarily transfer the listing of its common stock, par value $0.01 per share, from Nasdaq to the New York Stock Exchange (“NYSE”). The Company expects trading of its common stock to commence on the NYSE on January 3, 2022. The Company’s common stock will continue to trade under the ticker symbol “KNSL.” Until the transfer of the listing to the NYSE is completed, the Company’s common stock will continue to trade on Nasdaq.
A copy of the press release issued by the Company in connection with the transfer of its listing is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Kinsale Capital Group, Inc.|
|Dated: December 21, 2021||By:||/s/ Bryan P. Petrucelli|
|Bryan P. Petrucelli|
|Executive Vice President, Chief Financial Officer and Treasurer|
Kinsale Capital Group Announces Transfer to the New York Stock Exchange
Richmond, VA, December 21, 2021 -- Kinsale Capital Group, Inc. (“Kinsale”) today announced that it will transfer the listing of its common stock from the Nasdaq Global Select Market (“Nasdaq”) to the New York Stock Exchange (“NYSE”). Kinsale expects to commence trading as a NYSE-listed company at market open on January 3, 2022 under its current ticker symbol “KNSL.” Kinsale’s common stock will continue to trade on the Nasdaq until the transfer is completed.
“We are pleased to join the NYSE alongside our industry’s most highly-regarded companies as we continue to focus on delivering long-term value for our shareholders,” said Michael P. Kehoe, President and CEO of Kinsale. “We believe this move complements our business model and we look forward to leveraging all the advantages of the NYSE platform, which combines world-class technology with human oversight and accountability.”
“We are excited to welcome specialty insurance group Kinsale Capital to the NYSE’s leading community of icons and disruptors,” said John Tuttle, Vice Chairman and Chief Commercial Officer, NYSE Group.
About Kinsale Capital Group, Inc.
Kinsale Capital Group, Inc. is a specialty insurance group headquartered in Richmond, Virginia, focusing on the excess and surplus lines market.
This press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. In some cases, such forward-looking statements may be identified by terms such as “anticipates,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “believes,” “seeks,” “outlook,” “future,” “will,” “would,” “should,” “could,” “may,” “can have,” “prospects” or similar words. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, including, but not limited to, the risk factors that are described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and other filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this release and the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
Kinsale Capital Group, Inc.
Executive Vice President, Chief Financial Officer and Treasurer