8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 15, 2021

Global Indemnity Group, LLC

(Exact name of registrant as specified in its charter)

Delaware	001-34809	85-2619578
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Three Bala Plaza East

Suite 300

Bala Cynwyd, PA 19004

(Address of principal executive offices, including zip code)

(610) 664-1500

(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	Name of each exchange on which registered
Class A Common Shares, no par value	GBLI	Nasdaq Global Select Market
7.875% Subordinated Notes due 2047	GBLIL	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 15, 2021, Global Indemnity Group, LLC (the “Company”) provided written notice to the Nasdaq Global Select Market (“Nasdaq”) that the Company intends to voluntarily transfer the listing of its Class A common shares, without par value (“Class A Common Shares”), and 7.875% Subordinated Notes due 2047, from Nasdaq to the New York Stock Exchange (“NYSE”). The Company expects trading of its Class A Common Shares and 7.875% Subordinated Notes to commence on the NYSE on January 3, 2022. The Company’s Class A Common Shares and 7.875% Subordinated Notes due 2047 will trade on NYSE under the ticker symbols “GBLI” and “GBLL” respectively. Until the transfer of the listing to the NYSE is completed, the Company’s Class A Common Shares and 7.875% Subordinated Notes due 2047 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.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release for Global Indemnity Group, LLC, dated December 16, 2021
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

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.

	Global Indemnity Group, LLC
December 16, 2021	By:	/s/ Stephen W. Ries
	Name:	Stephen W. Ries
	Title:	Secretary

EX-99.1

Exhibit 99.1

PRESS RELEASE

For release:	December 16, 2021
Contact:	Media
	Stephen W. Ries
	Head of Investor Relations
	(610) 668-3270
	sries@global-indemnity.com

Global Indemnity Group Announces Transfer to the New York Stock Exchange

Bala Cynwyd, Pennsylvania — December 16, 2021

Global Indemnity Group, LLC (NASDAQ:GBLI) (the “Company”) announced today it is transferring the listing of its Class A Common shares and its 7.875% Subordinated Notes Due 2047 to the New York Stock Exchange (“NYSE”) from the NASDAQ Global Select Market (“NASDAQ”).

The transfers to the NYSE are expected to be effective January 3, 2022 and will trade under the symbols, GBLI and GBLL, respectively. Trading on the NASDAQ is expected to continue until the close of business on December 31, 2021. The transfer is expected to be seamless to the Company’s investors and shareholders, and no action is required on their part.

Chairman of the Board of Directors, Saul A. Fox, said, “The New York Stock Exchange is home to a multitude of world-class companies including 72% of the Fortune 500, and 87% of all qualified publicly traded property and casualty insurance companies. Moving to the prestigious New York Stock Exchange better aligns us with our peers, allows better market visibility for Global Indemnity, and facilitates a broader shareholder reach. The world-class services provided by the New York Stock Exchange will be integral in delivering on our continued commitment to long-term value for our shareholders. We are excited to call the NYSE home.”

“We are excited to welcome Global Indemnity as the newest member of the NYSE community,” said John Tuttle, Vice Chairman and Chief Commercial Officer, NYSE Group.

About Global Indemnity Group, LLC and its subsidiaries

Global Indemnity Group, LLC (NASDAQ:GBLI), through its several direct and indirect wholly owned subsidiary insurance companies, provides both admitted and non-admitted specialty property and casualty insurance coverages and individual policyholder coverages in the United States, as well as reinsurance worldwide. Global Indemnity Group, LLC’s four primary segments are:

• Commercial Specialty

• Specialty Property

• Farm, Ranch, & Stable

• Reinsurance

For more information, visit the Company’s website at www.global-indemnity.com.

Forward-Looking Information

The forward-looking statements contained in this press release¹ do not address a number of risks and uncertainties including, COVID-19. Investors are cautioned that Global Indemnity’s actual results may be materially different from the estimates expressed in, or implied, or projected by, the forward looking statements. These statements are based on estimates and information available to us at the time of this press release. All forward-looking statements in this press release are based on information available to Global Indemnity as of the date hereof. Please see Global Indemnity’s filings with the Securities and Exchange Commission for a discussion of risks and uncertainties which could impact the company and for a more detailed explication regarding forward-looking statements. Global Indemnity does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

[1] Disseminated pursuant to the “safe harbor” provisions of Section 21E of the Security Exchange Act of 1934.

XML

Document and Entity Information	Dec. 15, 2021
Document And Entity Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001494904
Document Type	8-K
Document Period End Date	Dec. 15, 2021
Entity Registrant Name	Global Indemnity Group, LLC
Entity Incorporation State Country Code	DE
Entity File Number	001-34809
Entity Tax Identification Number	85-2619578
Entity Address, Address Line One	Three Bala Plaza East
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Bala Cynwyd
Entity Address, Country	PA
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19004
City Area Code	(610)
Local Phone Number	664-1500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A Common Shares, no par value
Trading Symbol	GBLI
Security Exchange Name	NASDAQ
Senior Subordinated Notes [Member]
Document And Entity Information [Line Items]
Security 12b Title	7.875% Subordinated Notes due 2047
Trading Symbol	GBLIL
Security Exchange Name	NASDAQ