UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~June~~September 2025, 2024

Argo Group International Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-15259		98-0214719
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

501 7th Avenue

7th Floor

New York, New York 10018

(Address, Including Zip Code,

of Principal Executive Offices)

Registrant’s telephone number, including area code: (210) 321-8400

Not Applicable

(Former name or former address, if changed since last report)

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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communication 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
6.500% Senior Notes due 2042 issued by Argo Group US, Inc. and the Guarantee with respect thereto	ARGD	New York Stock Exchange
Depositary Shares, Each Representing a 1/1,000th Interest in a Share of 7.00% Resettable Fixed Rate Preferred Stock, Series A, Par Value $1.00 Per Share	ARGOPrA	New York Stock Exchange

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~~Explanatory 4Note.~~01 Changes in Registrant’s Certifying Accountant~~

~~The~~On ~~Audit~~September ~~Committee~~25, 2024, Argo Group International Holdings, Inc. (the ~~“Audit~~ ~~Committee~~“Company”) and AGIH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the ~~Board~~Company (“Merger Sub”), entered into an Agreement and Plan of ~~Directors~~Merger (the “~~Board~~Merger Agreement”), pursuant ofto ~~Argo~~which, ~~Group~~among ~~International~~other ~~Holdings~~things, ~~Inc.~~ Merger Sub would merge with and into the Company, a ~~Delaware~~with the Company continuing as the surviving corporation (the “~~Company~~Merger”), ~~appointed~~all ~~Deloitte~~upon &the ~~Touche LLP~~terms ~~(“Deloitte”)~~and subject to ~~serve~~the asconditions set forth in the Merger Agreement. The Merger Agreement was adopted, and the Merger was approved, by the sole holder of the Company’s outstanding common stock, BNRE Triangle ~~independent~~Acquisition ~~registered~~Inc., ~~public~~by ~~accounting~~action ~~firm~~by ~~for~~written consent on September 25, 2024, and the ~~fiscal~~Merger ~~year~~became ~~ending~~effective ~~December 31~~on September 25, 2024.

The purpose of the Merger was to reduce the Company’s annual franchise taxes in the State of Delaware by reducing the number of authorized shares of the Company’s common stock and preferred stock. Pursuant to the Merger Agreement, each share of common stock, par value $1.00 per share, of the Company was converted into and became one hundred millionth (a1/100,000,000) of a validly issued, fully paid, and non-assessable share of common stock, par value $0.01 per share, of the Company. As previously disclosed, on November ~~Resignation~~16, 2023, the Company completed a merger with a subsidiary of ~~Independent~~Brookfield ~~Registered~~Reinsurance ~~Public~~Ltd., ~~Accounting~~as ~~Firm~~a result of which all of the issued and outstanding shares of common stock of the Company are now owned indirectly by Brookfield Reinsurance Ltd. Each share of 7.00% Resettable Fixed Rate Preferred Stock, Series A, remains issued and outstanding, unaffected by the Merger.

OnItem ~~June 20, 2024~~5.03 ~~(the~~Amendments ~~“Notice~~to ~~Date”),~~Articles ~~KPMG~~of ~~LLP~~Incorporation ~~(“KPMG”),~~or ~~the~~Bylaws; ~~Company’s~~Change ~~independent~~in ~~registered~~Fiscal ~~public accounting firm tendered its resignation as the Company’s independent registered public accounting firm, which resignation was accepted by the Audit Committee of the Board~~Year.

~~The~~In ~~audit~~connection ~~reports~~with ofthe ~~KPMG~~consummation onof the ~~Company’s~~Merger, ~~consolidated~~pursuant ~~financial~~to ~~statements~~the ~~for~~Merger Agreement, the ~~period~~certificate ~~from~~of ~~November 16~~incorporation of the Company, ~~2023~~as ~~through~~then ~~December 31~~in effect, ~~2023~~was amended and restated in its entirety and replaced by the amended and restated certificate of incorporation of the Company (~~Successor~~the “Amended and Restated Certificate of Incorporation”),. ~~for~~The Amended and Restated Certificate of Incorporation reduces the ~~period~~number of authorized shares of the Company’s common stock from ~~January~~ 2,000,000,000 to 1,000; ~~2023~~reduces ~~through~~the ~~November 15,~~par ~~2023~~value ~~(Predecessor)~~of ~~and~~the ~~for~~Company’s ~~year~~common ~~ended~~stock ~~December 31,~~from ~~2022~~$1.00 ~~(Predecessor)~~per ~~did~~share ~~not~~to ~~contain~~$0.01 anper ~~adverse~~share; ~~opinion~~and orreduces athe ~~disclaimer~~number of ~~opinion~~authorized shares of the Company’s preferred stock from 30,000,000 to ~~and~~10,000. ~~were~~In ~~not~~addition, ~~qualified~~the orbylaws ~~modified~~of the Company, as tothen ~~uncertainty~~in effect, were amended and restated in their entirety and replaced by the ~~audit~~amended ~~scope,~~and orrestated ~~accounting~~bylaws ~~principle~~of the Company (the “Amended and Restated Bylaws”). The Amended and Restated Bylaws remove transfer restrictions on shares of stock.

~~During~~The ~~the~~foregoing ~~periods November 16,~~descriptions ~~2023~~of tothe ~~December 31,~~Amended ~~2023 (Successor)~~ and ~~January 1,~~Restated ~~2023~~Certificate toof ~~November 15,~~Incorporation ~~2023 (Predecessor)~~ and the ~~year~~Amended ~~ended December 31, 2022 (Predecessor)~~ and ~~during~~Restated ~~the~~Bylaws ~~subsequent~~are ~~interim~~qualified ~~period~~in ~~through~~their ~~the~~entirety ~~Notice~~by ~~Date, there were (i) no “disagreements”~~reference ~~(as~~to ~~that~~the ~~term~~full istext ~~defined in Item 304(a)(1)(iv)~~ of ~~Regulation S-K) between~~ the ~~Company~~Amended and ~~KPMG~~Restated onCertificate ~~any matter~~ of ~~accounting~~Incorporation ~~principles or~~and ~~practices,~~Amended ~~financial~~and ~~statement~~Restated ~~disclosure~~Bylaws, ~~or auditing scope or procedures~~ which, ifare ~~not~~included ~~resolved~~as ~~to the satisfaction of KPMG, would~~Exhibits ~~have~~3.1 ~~caused~~and ~~KPMG~~3.2 to ~~make~~this ~~reference~~Current toReport ~~the~~on ~~subject matter of the disagreement in connection with KPMG’s reports for such fiscal years, and (ii)~~Form ~~no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S~~8-K and ~~the~~are ~~related~~incorporated ~~instructions)~~herein by reference.

The Company provided KPMG with a copy of the disclosures in this Current Report on Form 8-K (this “Report”) prior to filing with the Securities and Exchange Commission (the “SEC”) and requested that KPMG provide the Company with a letter addressed to the SEC stating whether KPMG agrees with the statements made by the Company in accordance with Item ~~304(a) of Regulation S-K~~9. A01. ~~copy~~Financial ofStatements ~~the~~and ~~letter, dated June 20, 2024, furnished by KPMG in response to that request, is filed as Exhibit 16~~Exhibits.~~1 to this Report.~~

(bd) ~~Engagement of Independent Registered Public Accounting Firm~~Exhibits:

On the Notice Date, the Company notified Deloitte that it had been selected to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, subject to completion of Deloitte’s standard client acceptance procedures. The selection of Deloitte was approved by each of the Audit Committee and the Board.

No.		Exhibit
3.1		Amended and Restated Certificate of Incorporation of Argo Group International Holdings, Inc.
3.2		Amended and Restated Bylaws of Argo Group International Holdings, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

During the periods November 16, 2023 to December 31, 2023 (Successor) and January 1, 2023 to November 15, 2023 (Predecessor) and the year ended December 31, 2022 (Predecessor), and the subsequent interim period through the Notice Date, neither the Company nor anyone on its behalf consulted Deloitte regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” (as defined in Regulation S-K Item 304(a)(1)(iv)) or a “reportable event” (as defined in Regulation S-K Item 304(a)(1)(v)).SIGNATURE

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

(d) Exhibits:

Dated: September 25, 2024	ARGO GROUP INTERNATIONAL HOLDINGS, INC.

	By:	/s/ Christopher Donahue
		Name:	Christopher Donahue
		Title:	Chief Financial Officer

No.		Exhibit
16.1		Letter of KPMG LLP, dated June 20, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

Dated: June 24, 2024	ARGO GROUP INTERNATIONAL HOLDINGS, INC.
	By:	/s/ Christopher Donahue
		Name:	Christopher Donahue
		Title:	Chief Financial Officer

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