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 20, 2021

KINSALE CAPITAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37848	98-0664337
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2035 Maywill Street

Suite 100

Richmond, Virginia 23230

(Address of principal executive offices, including zip code)

(804) 289-1300

(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.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of the Company, dated December 21, 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.

		Kinsale Capital Group, Inc.
Dated: December 21, 2021	By:	/s/ Bryan P. Petrucelli
		Bryan P. Petrucelli
		Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

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.

Forward-Looking Statements

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.

Contact

Kinsale Capital Group, Inc.

Bryan Petrucelli

Executive Vice President, Chief Financial Officer and Treasurer

804-289-1272

ir@kinsalecapitalgroup.com

XML

DEI Document	Dec. 20, 2021
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Dec. 20, 2021
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37848
Entity Tax Identification Number	98-0664337
Entity Address, Address Line One	2035 Maywill Street
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Richmond
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	23230
City Area Code	804
Local Phone Number	289-1300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Registrant Name	KINSALE CAPITAL GROUP, INC.
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	KNSL
Security Exchange Name	NASDAQ
Entity Central Index Key	0001669162