Page 1

TABLE OF CONTENTS ( Mark One ) ☑ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , DC 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31 , 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36777 JAMES RIVER GROUP HOLDINGS , LTD . ( Exact name of registrant as specified in its charter ) Bermuda ( State or other jurisdiction of incorporation or organization ) 98-0585280 ( IRS Employer Identification No. ) Wellesley House , 2nd Floor , 90 Pitts Bay Road , Pembroke HM08 , Bermuda Title of each class ( Address of principal executive offices ) Registrant's telephone number , including area code : ( 441 ) 278-4580 Securities registered pursuant to Section 12 ( b ) of the Act : Common Shares , par value $ 0.0002 per share Trading Symbol ( s ) . JRVR Names of each exchange on which registered NASDAQ Global Select Market Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the Registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes x No " Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Securities Act . Yes¨ No x Indicate by check mark whether the Registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes x No Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the Registrant was required to submit such files ) . Yes x No Indicate by check mark whether the Registrant is a large accelerated filer , an accelerated filer , non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company ” in Rule 12b - 2 of the Exchange Act . ( Check one ) : Large accelerated filer Accelerated filer ☐ Non - accelerated filer ☐ Smaller reporting company ☐ 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 . Indicate by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . ☑ Indicate by check mark whether the Registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes □ No x The aggregate market value of the Registrant's common shares held by non - affiliates of the Registrant as of June 30 , 2020 , computed by reference to the closing sales price on the NASDAQ Global Select Market on that date , was approximately $ 1,332,336,690 . The number of the Registrant's common shares outstanding was 30,765,510 as of February 23 , 2021 . DOCUMENTS INCORPORATED BY REFERENCE : Portions of the James River Group Holdings , Ltd. Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the year covered by this Form 10 - K with respect to the 2021 Annual General Meeting of Shareholders are incorporated by reference into Part III hereof .