| Item 1. | |
| (a) | Name of issuer:
James River Group Holdings, Ltd. |
| (b) | Address of issuer's principal executive offices:
Clarendon House, 2 Church Street, Hamilton, Pembroke, D0, HM 11 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by Enstar Group Limited ("Enstar") and Elk Insurance Holdings, LLC ("Elk Insurance"). |
| (b) | Address or principal business office or, if none, residence:
The principal business address of Enstar is as follows:
A.S. Cooper Building, 4th Floor
26 Reid Street
Hamilton, Bermuda HM 11
The principal business address of Elk Insurance is as follows:
2100 McKinney Avenue, Suite 1500
Dallas, TX 75201 |
| (c) | Citizenship:
Enstar is organized under the laws of Bermuda. Elk Insurance is organized under the laws of the State of Delaware. |
| (d) | Title of class of securities:
Common Shares, par value $0.0002 |
| (e) | CUSIP No.:
GR5005R107 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of September 30, 2025, Cavello Bay Reinsurance Limited ("Cavello Bay") beneficially owns 2,590,765 shares of Common Stock of the Issuer. Cavello Bay is a wholly-owned subsidiary of Enstar, which is indirectly controlled by Elk Insurance. The sole shareholder of Enstar is Elk Bidco Limited. The sole owner of the ordinary shares of Elk Bidco Limited is Elk Parent Limited, which is wholly owned by Elk Intermediate Holdings, LLC, which is in turn wholly owned by Elk Topco, LLC. Elk Insurance Holdings owns 100% of the voting non-economic interests in Elk Topco, LLC. As a result, Elk Insurance and certain intermediate holding companies set forth below under Item 7 may be deemed to beneficially own all of these shares. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (b) | Percent of class:
5.6% (based upon 45,922,507 shares of the Issuer's Common Stock issued and outstanding as of September 3, 2025, as disclosed in the proxy statement on Form DEF 14A filed by the Issuer on September 17, 2025). |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Item 5 of each cover page, which is hereby incorporated by reference.
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| | (ii) Shared power to vote or to direct the vote:
See Item 6 of each cover page, which is hereby incorporated by reference.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Item 7 of each cover page, which is hereby incorporated by reference.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each cover page, which is hereby incorporated by reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Subsidiary:
Elk Topco, LLC
Elk Intermediate Holdings, LLC
Elk Parent Limited
Elk Bidco Limited
Enstar Group Limited
Kenmare Holdings Ltd.
Cavello Bay Reinsurance Limited |
| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)