UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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

~~Pursuant~~Date of toReport ~~Section 13 or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): April ~~Act~~21, ~~of 1934~~2025

~~Date~~Maiden ofHoldings, ~~Report (Date of earliest event reported):~~ Ltd.

April 4, 2025 (April 2, 2025)

MAIDEN HOLDINGS, LTD.

(Exact name of registrant as specified in its charter)

Bermuda

001-34042

98-0570192

~~001-34042~~

~~98-0570192~~

(State or other jurisdictionof incorporation)

(Commission FileNumber)

(IRS EmployerIdentification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

48 Par-La-Ville Road, Suite 1141, Hamilton ~~HM11~~HM 11, Bermuda (Address of principal executive offices) (Zip Code)

~~(Address~~Registrant’s oftelephone ~~principal~~number, ~~executive~~including area ~~offices and zip~~ code: (441) 298-4900

~~(441)~~Check ~~298~~the appropriate box below if the Form 8-~~4900~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (~~Registrant's~~17 ~~telephone~~CFR ~~number,~~230.425) ~~including~~¨ ~~area~~Soliciting ~~code~~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))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, par value $0.01 per share

MHLD

Nasdaq Capital Market

~~MHLD~~

~~NASDAQ Capital 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 38.01 ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

OnAs ~~April~~previously 2disclosed, ~~2025~~on December 29, 2024, Maiden Holdings, Ltd. (“Maiden”) ~~received~~entered into a ~~letter~~Combination ~~from~~Agreement (as amended, the ~~listing~~“Combination ~~qualifications~~Agreement”) ~~department~~with ~~staff~~Kestrel Group ofLLC, ~~The~~a ~~Nasdaq~~Delaware ~~Stock~~limited ~~Market~~liability ~~LLC~~company (“~~Nasdaq~~Kestrel”), ~~notifying~~Ranger ~~Maiden~~Bermuda ~~that~~Topco ~~for~~Ltd, ~~the~~a ~~last~~Bermuda 30exempted ~~consecutive~~company ~~business~~limited by ~~days the bid price of Maiden’s common~~ shares, ~~par value $0.01 per share~~ (“~~Maiden~~Bermuda ~~shares~~NewCo”) and ~~each,~~the aother ~~“Maiden~~parties ~~share”), had closed below $1~~thereto.00 ~~per~~Upon ~~share,~~consummation of the ~~minimum~~transactions ~~closing~~contemplated ~~bid price required~~ by the Combination ~~continued~~Agreement ~~listing requirements of Nasdaq set forth in Listing Rule 5550~~(~~a)(2) (~~the “~~Rule~~Transactions”)., ~~Nasdaq’s~~Maiden ~~notice~~and ~~has~~Kestrel nowill ~~immediate~~become ~~effect~~wholly onowned ~~the~~subsidiaries ~~listing~~ of ~~Maiden’s~~Bermuda ~~common shares on The Nasdaq Capital Market~~NewCo, which ~~shares~~will ~~continue~~be torenamed ~~trade~~“Kestrel ~~under~~Group ~~the symbol “MHLD~~Ltd”.

In ~~accordance~~connection with ~~Listing~~the ~~Rule~~Transactions, ~~5810~~(ci)~~(3)(A),~~ Bermuda ~~Maiden~~NewCo ~~has~~filed ~~180~~a registration ~~calendar~~statement ~~days,~~on orForm S-4 ~~until~~(File ~~September~~No. 333-285664), 29dated March 24, 2025, ~~to regain compliance~~ with the ~~Rule~~Securities ~~(the~~and ~~“Compliance~~Exchange ~~Period~~Commission (“SEC”). Toand ~~regain~~a ~~compliance~~related prospectus, ~~the~~dated ~~closing~~March 26, ~~bid~~2025, ~~price~~with ofrespect ~~Maiden’s~~to ~~shares~~the ~~must~~Bermuda beNewCo atcommon ~~least~~shares ~~$1.00~~to ~~per~~be issued ~~share~~to ~~for~~Maiden ashareholders ~~minimum~~pursuant ofto ~~ten~~the ~~consecutive~~Transactions; ~~business~~and ~~days~~(ii) Maiden ~~during~~filed ~~the~~a ~~Compliance~~definitive ~~Period,~~proxy ~~after~~statement ~~which~~on ~~ten~~Schedule ~~consecutive~~14A, ~~business~~dated March 26, ~~days~~2025 ~~Nasdaq~~(collectively, ~~would~~the ~~provide~~“proxy ~~Maiden~~statement/prospectus”), ~~with~~in ~~written~~respect ~~notice~~of ~~confirming~~a ~~compliance~~special ~~and~~general ~~the~~meeting ~~matter~~of ~~would be closed. If~~ Maiden shareholders ~~does~~to ~~not~~approve ~~regain~~the ~~compliance~~Transactions byand ~~September~~related ~~29,~~matters ~~2025,~~(the ~~Maiden~~“Special ~~may~~Meeting”). beThe ~~eligible~~Special ~~for~~Meeting anis ~~additional~~scheduled to ~~180~~be ~~calendar~~held ~~day~~on ~~compliance~~April 29, ~~period~~2025 ~~pursuant~~at to3:00 ~~Listing~~p.m. Atlantic ~~Rule~~Daylight ~~5810(c)(3)(A)(ii)~~Time.

AsSince ~~previously announced, on December 29, 2024, Maiden entered into a Combination Agreement (as amended,~~ the ~~“Combination~~filing ~~Agreement”) with Kestrel Group, LLC, a Delaware limited liability company (“Kestrel”), the equityholders~~ of ~~Kestrel (~~the ~~“Kestrel~~proxy ~~Equityholders”)~~statement/prospectus, ~~Ranger~~seven ~~U.S.~~purported ~~Newco LLC, a Delaware limited liability company (“US NewCo”), Ranger Bermuda Merger Sub Ltd, a Bermuda exempted company limited by shares and a direct wholly owned subsidiary~~ shareholders of US NewCo (“Merger Sub 1”), Ranger Bermuda Topco Ltd, a Bermuda exempted company limited by shares (“Bermuda NewCo”), and Ranger Merger Sub 2 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Bermuda NewCo (“Merger Sub 2” and, together with Maiden, ~~Kestrel,~~have ~~the~~sent ~~Kestrel~~demand ~~Equityholders,~~letters USgenerally ~~NewCo,~~alleging ~~Merger~~that ~~Sub 1 and Bermuda NewCo,~~ the ~~“Parties”). On~~proxy ~~each~~statement/prospectus ofis ~~February~~misleading ~~17, 2025~~ and/or ~~March~~fails ~~24, 2025, the Parties entered into letter agreements amending the Combination Agreement. The Combination Agreement provides that, upon the terms and subject~~ to ~~the~~disclose ~~conditions~~material information ~~set forth therein~~concerning, ~~Maiden~~among ~~and~~other ~~Kestrel will effect a transaction to combine their respective businesses through~~things: (ai) certain ~~the~~financial ~~contribution~~projections of; ~~all of the Class A units and Class B units of Kestrel owned by each Kestrel Equityholder to US NewCo,~~ (bii) certain ~~the~~data ~~merger of Merger Sub 1 with~~ and ~~into~~inputs ~~Maiden~~underlying (the financial ~~“First~~analyses ~~Merger”),~~that ~~with~~support ~~Maiden surviving~~ the ~~First~~fairness ~~Merger~~opinion asprovided aby ~~direct~~Insurance ~~wholly~~Advisory ~~owned~~Partners ~~subsidiary~~LLC ~~of US NewCo and~~ (~~c) the merger of Merger Sub 2 with and into US NewCo (the~~ “~~Second Merger~~IAP”); and, ~~together with the First Merger, the “Mergers”~~(iii) potential conflicts ~~with US NewCo surviving the Second Merger as a wholly owned subsidiary~~ of ~~Bermuda~~interest ~~NewCo. Upon the consummation~~ of the Mergers, Maiden and Kestrel will be wholly owned subsidiaries of Bermuda NewCo, which will be rebranded as Kestrel Group and renamed “Kestrel Group Ltd” following the closing of the transactions contemplated by the Combination Agreement (the “Transactions”)IAP.

~~Pursuant~~In ~~to the Combination Agreement~~addition, aton ~~the closing of the Transactions~~April 9, ~~(i)~~2025 ~~each issued~~ and ~~outstanding~~April 10, ~~Maiden~~2025, ~~share~~respectively, two ~~other~~separate ~~than~~complaints ~~any~~were ~~Maiden~~filed ~~share~~by ~~underlying~~purported ~~outstanding~~shareholders ~~options~~in tothe ~~purchase~~Supreme ~~Maiden~~Court ~~shares~~of orthe ~~that~~State ~~are~~of ~~unvested~~New orYork, ~~subject~~County ~~to a risk~~ of ~~forfeiture,~~New ~~will~~York beagainst Maiden ~~automatically canceled~~ and ~~converted~~its ~~into~~directors under the ~~right~~captions ~~to receive one-twentieth~~ (~~0.05~~i) Nathan ofTurner av. ~~Bermuda~~Maiden ~~NewCo~~Holdings, Ltd. ~~common~~et ~~share~~al., ~~(ii)~~Case No. 652257/2025 (the ~~Kestrel~~“Turner ~~Equityholders~~Complaint”); ~~will~~and ~~receive~~(ii) Mark anThomas ~~aggregate~~v. ofMaiden ~~$40~~Holdings,~~000,000~~ Ltd. inet ~~cash and 2~~al.,~~750,000~~ ~~common~~Case ~~shares~~No. 154730/2025 (together ofwith ~~Bermuda~~the ~~NewCo~~Turner ~~and~~Complaint, ~~(iii)~~ the ~~Kestrel~~“Complaints”). ~~Equityholders~~The ~~will~~Complaints beallege ~~entitled~~that tothe ~~receive~~proxy instatement/prospectus ~~contingent~~is misleading ~~consideration~~and/or upfails to ~~the~~disclose ~~lesser~~material ofinformation ~~(x)~~concerning, anamong ~~aggregate~~other ~~number~~things of(i) certain ~~Bermuda~~financial ~~NewCo~~projections; ~~shares equal to $45,000,000 divided by~~ (ii) certain data ~~volume~~and ~~weighted~~inputs ~~average~~underlying ~~prices~~the offinancial ~~such~~analyses ~~shares,~~that ~~subject~~support to the ~~achievement~~fairness ofopinion ~~certain~~provided ~~EBITDA milestones~~ by ~~the~~IAP; ~~businesses that Kestrel conducted immediately prior to the closing~~ and ~~any~~(iii) potential ~~extensions~~ conflicts of ~~such~~interest ~~businesses~~of ~~or related or ancillary businesses existing thereafter~~IAP, ~~subject to other terms~~ and ~~conditions~~bring asclaims ~~set~~for ~~forth~~negligence inand ~~the~~negligent ~~Combination~~misrepresentation ~~Agreement~~ and ~~(y)~~concealment ~~2,750,000~~under ~~shares~~New ofYork ~~Bermuda NewCo~~law. The ~~foregoing~~Complaints seek, ~~description~~among ~~does~~other ~~not~~things, ~~purport~~injunctions tobarring beconsummation ~~complete~~of ~~and~~the isTransactions ~~subject~~or, ~~to and qualified~~ in ~~its~~the ~~entirety~~event bythat ~~reference to~~ the ~~Combination~~Transactions ~~Agreement~~are consummated, damages aresulting ~~copy~~from ~~of which is included in~~ the ~~proxy~~alleged ~~statement/prospectus (as defined below)~~violations.

~~Upon~~Maiden ~~consummation~~denies ofthe allegations in the ~~Transactions~~Complaints and the demand letters, denies ~~(i)~~that ~~Maiden’s~~any ~~shares~~violation ~~are~~of ~~expected~~law tohas beoccurred ~~delisted~~and ~~from~~believes that the ~~Nasdaq~~claims ~~Capital~~asserted ~~Market,~~in ~~(ii)~~the ~~Bermuda~~Complaints ~~NewCo’s~~and ~~common~~demand ~~shares~~letters are ~~expected~~wholly towithout merit. beMaiden ~~listed~~believes ~~for~~that ~~trading~~the onproxy ~~the~~statement/prospectus ~~Nasdaq~~disclosed ~~Capital~~all ~~Market~~material ~~and~~information ~~(iii)~~required ~~the~~to ~~exchange~~be ~~ratio~~disclosed ofand ~~one-twentieth~~denies ~~(0.05)~~that any of athe ~~Bermuda~~supplemental ~~NewCo~~disclosures ~~common~~are ~~share~~in ~~for~~any ~~each~~way ~~Maiden~~material ~~share~~or isare ~~expected~~otherwise required to ~~result~~be indisclosed. aSolely ~~corresponding~~to ~~increase~~minimize inany ~~the~~expense and ~~trading~~distraction, ~~price~~and ofto avoid the ~~Bermuda~~uncertainty, ~~NewCo~~of ~~common~~any ~~shares~~litigation, ~~immediately~~and ~~following~~without ~~the~~admitting ~~consummation~~any ofliability ~~the~~or ~~Transactions~~wrongdoing whatsoever, asMaiden has ~~compared~~determined to ~~the~~voluntarily ~~price~~supplement ofcertain ~~the~~disclosures ~~Maiden~~in ~~shares~~the ~~immediately~~proxy ~~prior~~statement/prospectus toby providing the ~~consummation~~additional ofinformation presented ~~the~~below ~~Transactions. There~~in ~~can~~this beCurrent noReport ~~assurance~~on asForm 8-K. toNothing ~~(a)~~in ~~the~~this ~~price~~Current ofReport ~~the~~on ~~Maiden~~Form 8-K ~~common~~shall ~~shares~~be atdeemed ~~any~~an ~~time~~admission of ~~prior~~the tomerit, ~~the~~necessity ~~consummation~~or materiality of ~~the~~any ~~Transactions~~supplemental ordisclosures ~~(b)~~under ~~the~~any ~~price~~applicable oflaws. To the ~~Bermuda~~contrary, ~~NewCo~~Maiden ~~common~~specifically denies ~~shares~~that atany further disclosure of any ~~time~~kind ~~following~~was ~~the~~or ~~consummation~~is ofmaterial ~~the~~or ~~Transactions~~required.

~~* * *~~Supplemental Disclosure to the Proxy Statement/Prospectus

~~Forward~~The additional disclosures (the “supplemental disclosures”) in this Current Report on Form 8-~~Looking~~K ~~Statements~~supplement the disclosures contained in the proxy statement/prospectus and should be reviewed in conjunction with the disclosures contained in the proxy statement/prospectus, which in turn should be carefully read in its entirety. To the extent information set forth in the supplemental disclosures differs from or updates information contained in the proxy statement/prospectus, the information in this Current Report on Form 8-K shall supersede the applicable information contained in the proxy statement/prospectus. All page references are to the proxy statement/prospectus, and capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the proxy statement/prospectus. For clarity, new text within restated paragraphs from the proxy statement/prospectus is highlighted with bold, underlined text.

~~Certain~~The statements in this Current Report on Form 8-K, other than purely historical information, including statements in respect of the completion of the Transactions, listing of the Bermuda NewCo common shares on the Nasdaq Capital Market or the impact of the Transactions on Bermuda NewCo’s common share price, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section ~~27A~~ of the ~~Securities~~Proxy ~~Act~~Statement/Prospectus entitled ~~of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally are identified with the words~~ “~~anticipate”,~~The ~~“believe~~Transaction”, ~~“expect”,~~is ~~“predict”,~~amended “estimate”, “intend”, “plan”, “project”, “seek”, “potential”, “possible”, “could”, “might”, “may”, “should”, “will”, “would”, “will be”, “will continue” “will likely result” and ~~similar~~supplemented ~~expressions. In light of the risks and uncertainties inherent in all forward-looking statements, the inclusion of such statements in this Current Report on Form 8-K should not be considered~~ as a representation by Maiden, Kestrel, Bermuda NewCo or any other person that Maiden, Kestrel or Bermuda NewCo’s objectives or plans or other matters described in any forward-looking statement will be achieved. These statements are based on current plans, estimates, assumptions and expectations. Actual results may differ materially from those projected in such forward-looking statements and therefore, you should not place undue reliance on them. Important factors that could cause actual results to differ materially from those in such forward-looking statements are set forth in Item 1A “Risk Factors” in Maiden’s Annual Report on Form 10-K for the year ended December 31, 2024 and the proxy statement/prospectus.follows:

~~Maiden cautions that the list of important risk factors in such documents is not intended to be and is not exhaustive~~1. ~~Maiden~~The undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law, and all subsequent written and oral forward-looking statements attributable to Maiden, Kestrel and Bermuda NewCo or individuals acting on their behalf are expressly qualified in their entirety by this paragraph. Ifsubtitled ~~one~~“Discounted orCash ~~more~~Flow ~~risks~~Analysis” orbeginning ~~uncertainties materialize, or if underlying assumptions prove to be incorrect, actual results may vary materially from what was projected. Any forward-looking statements in this Current Report~~ on ~~Form~~page ~~8-K~~89 ~~reflect~~of the ~~current~~proxy ~~view~~statement/prospectus ~~with~~is ~~respect~~amended to ~~future~~read events and are subject to these and other risks, uncertainties and assumptions relating to Maiden, Kestrel and Bermuda NewCo’s operations, results of operations, growth, strategy and liquidity. Readers are cautioned not to place undue reliance on the forward-looking statements which speak only as ~~of the dates of the documents in which such statements were made~~follows.

~~Additional~~Discounted ~~Information~~Cash ~~Regarding~~Flow Analysis. IAP performed an illustrative discounted cash flow analysis on Kestrel to derive a range of illustrative enterprise values for Kestrel. Using the ~~Transactions~~mid-year convention for discounting cash flows and ~~Where~~discount rates ranging from 14.0% to ~~Find~~16.0%, Itreflecting estimates of Kestrel’s weighted average cost of capital, IAP discounted to present value as of December 27, 2024 (i) estimates of unlevered free cash flow for Kestrel for the fiscal years 2025 through 2028 as reflected in the Management Projections and (ii) a range of illustrative terminal values for Kestrel, which were calculated by applying terminal year exit enterprise value (“EV”) to the last twelve month EBITDA (“EV/LTM EBITDA”) multiples ranging from 11.0x to 13.0x, to a terminal year estimate of EBITDA to be generated by Kestrel as reflected in the Management Projections. The range of discount rates reflects a 15.0% estimated weighted average cost of capital based on a review of ten peer companies, calculated by applying a 4.8% risk free interest rate (the spot 20-year treasury yield), plus a 5.8% equity risk premium (being 7.2% adjusted by an estimated three-year unlevered beta of 0.81), plus an additional 4.7% size premium. Unlevered free cash flow was calculated by applying an estimated 21.0% tax rate to EBITDA for each year, resulting in estimated unlevered free cash flow of $12.2 million in 2025, $18.5 million in 2026, $22.5 million in 2027 and $24.7 million in 2028. The range of terminal year exit EV/LTM EBITDA multiples was estimated by IAP utilizing its professional judgment and experience. IAP derived ranges of illustrative enterprise values for Kestrel by adding the ranges of present values that it derived above. The terminal year estimate of EBITDA (pertaining to fiscal year 2028) was $31.2 million, resulting in the following undiscounted terminal values: (a) $343.6 million at an 11.0x multiple, (b) $374.9 million at a 12.0x multiple and (c) $406.1 million at a 13.0x multiple. The discounted cash flow analysis indicated an enterprise value range of Kestrel on a standalone basis of $242 million to $295 million.

In2. ~~connection~~The ~~with~~following ~~the~~paragraph ~~Transactions, Bermuda NewCo has filed a registration statement~~ on ~~Form~~page ~~S-4~~90 ~~(File~~of ~~No. 333-285664) with~~ the ~~Securities and Exchange Commission (“SEC”) that includes a prospectus with respect to Bermuda NewCo’s securities to be issued in connection with the Transactions and a~~ proxy statement ~~with respect to the Maiden shareholder meeting to approve the Transactions and related matters (the “proxy statement~~/prospectus~~”).~~ ~~Maiden and Bermuda NewCo may also file or furnish other documents with the SEC regarding the Transactions. This Current Report on Form 8-K~~ is ~~not~~amended ~~a substitute for the registration statement, the proxy statement/prospectus or any other document that Maiden or Bermuda NewCo may file or furnish or cause~~ to beread ~~filed~~as ~~or furnished with the SEC~~follows.

~~INVESTORS~~IAP INand ~~AND~~its ~~SECURITY~~affiliates ~~HOLDERS~~are OFengaged ~~MAIDEN~~in ~~ARE~~advisory, securities ~~URGED~~and TOfinancing ~~READ~~and ~~THE~~other ~~PROXY~~financial ~~STATEMENT~~and non-financial activities and services for various persons and entities. During the two-year period prior to the date of the Opinion, IAP and its affiliates did not provide any services to, and did not receive any compensation from, Kestrel or AmTrust. IAP has, in the past, provided financial advisory services to Maiden and/~~PROSPECTUS~~or ~~AND~~its ~~ANY~~affiliates ~~OTHER~~for which ~~RELEVANT~~IAP ~~DOCUMENTS~~has ~~THAT~~received ~~ARE~~customary ~~FILED~~compensation. ORIn ~~FURNISHED~~particular, ORsince ~~WILL~~December 29, BE2022, ~~FILED~~other ORthan ~~WILL~~those BEservices ~~FURNISHED~~provided ~~WITH~~in connection ~~THE~~with ~~SEC~~the transaction, IAP AShas ~~WELL~~provided ASbuy-side ~~ANY~~M&A ~~AMENDMENTS~~advisory ORservices ~~SUPPLEMENTS~~to TOMaiden ~~THESE~~and ~~DOCUMENTS~~its affiliates, ~~CAREFULLY~~for ~~AND~~which INit ~~THEIR~~was paid ~~ENTIRETY~~a ~~BECAUSE~~total ~~THEY~~of ~~CONTAIN~~$50,000. ORIAP ~~WILL~~may, ~~CONTAIN~~in ~~IMPORTANT~~the ~~INFORMATION~~future, ~~ABOUT~~provide ~~THE~~investment ~~TRANSACTIONS~~banking, ~~AND~~placement ~~RELATED~~agent ~~MATTERS~~and other services to Kestrel and/or its affiliates or AmTrust and/or its affiliates from time to time for which IAP or its affiliates may receive compensation. IAP and its affiliates may, in the future, provide investment banking, placement agent and other services to Maiden and/or its affiliates from time to time for which IAP or its affiliates may receive compensation.

~~Investors~~3. ~~and~~The ~~security~~following ~~holders~~text ~~may~~and ~~obtain~~table ~~free~~are ~~copies~~inserted ofat the ~~registration~~end ~~statement,~~of ~~the~~footnote ~~proxy~~(3) ~~statement/prospectus and other documents filed with or furnished~~ to the ~~SEC~~table byunder ~~Maiden or Bermuda NewCo through~~ the ~~web~~subheading ~~site~~“The ~~maintained~~Projections” bybeginning ~~the~~on ~~SEC~~page at91 ~~www.sec.gov~~of ~~or by contacting~~ the ~~investor~~proxy ~~relations department of Maiden:~~statement/prospectus.

~~Maiden~~For ~~Holdings~~the purposes of the Projections, ~~Ltd~~EBITDA was calculated as follows. Totals may not sum due to rounding.

48 Par-La-Ville Road, Suite 1141

($ amounts in millions)	2024E			11/30/24 Adjusted LTM			2025E			2026E			2027E			2028E
Total Revenue	$	5.3		$	17.0		$	22.7		$	32.4		$	39.6		$	44.4
Expenses
Personnel Expenses		(3.6	)		(3.8	)		(5.1	)		(6.1	)		(7.3	)		(8.1	)
Occupancy		(0.2	)		(0.2	)		(0.3	)		(0.5	)		(0.7	)		(0.9	)
Travel		(0.2	)		(0.2	)		(0.3	)		(0.5	)		(0.6	)		(0.9	)
Legal/Professional Fees		—			(0.8	)		–—			–—			–—			—
Audit/Professional Fees		(1.0	)		(0.9	)		(1.3	)		(1.7	)		(2.2	)		(2.8	)
IT Expenses		—			—			—			–—			(0.1	)		(0.1	)
Insurance		—			—			(0.1	)		(0.1	)		(0.1	)		(0.1	)
Other Expenses		(0.1	)		(0.1	)		(0.1	)		(0.1	)		(0.1	)		(0.2	)
Total Expenses	$	(5.2	)	$	(6.2	)	$	(7.2	)	$	(9.0	)	$	(11.1	)	$	(13.1	)
EBITDA	$	0.1		$	10.8		$	15.5		$	23.4		$	28.5		$	31.2

~~Hamilton HM 11 Bermuda~~* * *

~~Attn:~~Forward-Looking ~~Corporate Secretary~~Statements

~~Participants~~Certain statements in this Current Report on Form 8-K, other than purely historical information, including statements in respect of the ~~Solicitation~~completion of the Transactions, projections and related assumptions are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally are identified with the words “anticipate”, “believe”, “expect”, “predict”, “estimate”, “intend”, “plan”, “project”, “seek”, “potential”, “possible”, “could”, “might”, “may”, “should”, “will”, “would”, “will be”, “will continue” “will likely result” and similar expressions. In light of the risks and uncertainties inherent in all forward-looking statements, the inclusion of such statements in this Current Report on Form 8-K should not be considered as a representation by Maiden, Kestrel, Bermuda NewCo or any other person that Maiden, Kestrel or Bermuda NewCo’s objectives or plans or other matters described in any forward-looking statement will be achieved. These statements are based on current plans, estimates, assumptions and expectations. Actual results may differ materially from those projected in such forward-looking statements and therefore, you should not place undue reliance on them. Important factors that could cause actual results to differ materially from those in such forward-looking statements are set forth in Item 1A “Risk Factors” in Maiden’s Annual Report on Form 10-K for the year ended December 31, 2024 and the proxy statement/prospectus.

~~Each~~Maiden ofcautions ~~Maiden,~~that ~~Bermuda~~the ~~NewCo~~list ~~and~~of ~~their~~important ~~respective~~risk ~~directors,~~factors ~~executive~~in ~~officers,~~such ~~members~~documents is ofnot ~~management~~intended ~~and~~to ~~employees,~~be and ~~Luke~~is ~~Ledbetter,~~not ~~President~~exhaustive. ~~and~~Maiden ~~Chief~~undertakes ~~Executive~~no ~~Officer~~obligation ofto ~~Kestrel,~~update ~~and~~or ~~Terry~~revise ~~Ledbetter~~publicly any forward-looking statements, whether ~~Executive~~as ~~Chairman~~a result of ~~Kestrel~~new information, ~~may~~future events or otherwise, ~~under~~except ~~the~~as ~~rules~~may ofbe ~~the~~required ~~SEC~~by law, beand ~~deemed~~all subsequent written and oral forward-looking statements attributable to beMaiden, ~~participants~~Kestrel inand ~~the~~Bermuda ~~solicitation~~NewCo ofor ~~proxies~~individuals ~~from~~acting ~~Maiden’s~~on ~~shareholders~~their behalf are expressly qualified in ~~connection~~their ~~with~~entirety ~~the~~by ~~Transactions~~this paragraph. ~~Information~~If ~~regarding~~one ~~Maiden’s~~or ~~directors~~more ~~and~~risks ~~executive~~or ~~officers~~uncertainties materialize, ~~including~~or aif ~~description~~underlying ofassumptions ~~their~~prove ~~direct~~to ~~interests~~be incorrect, actual byresults ~~security~~may ~~holdings~~vary ormaterially ~~otherwise,~~from iswhat ~~contained~~was projected. Any forward-looking statements in ~~Maiden’s~~this ~~annual~~Current ~~report~~Report on Form 10 8-K ~~for~~ reflect the ~~fiscal~~current ~~year~~view ~~ended~~with ~~December~~respect ~~31,~~to ~~2024,~~future asevents ~~amended,~~and ~~which~~are ~~was~~subject ~~filed~~to ~~with~~these ~~the~~and ~~SEC~~other ~~on March 10~~risks, ~~2025~~uncertainties and ~~amended~~assumptions onrelating ~~March~~to 20Maiden, Kestrel ~~2025~~ and inBermuda ~~subsequent~~NewCo’s ~~documents~~operations, ~~filed~~results ~~with~~of ~~the~~operations, ~~SEC~~growth, ~~each~~strategy ofand ~~which~~liquidity. ~~can~~Readers beare ~~obtained~~cautioned ~~free~~not ofto ~~charge~~place undue ~~from~~reliance on the ~~sources~~forward-looking ~~indicated~~statements ~~above.~~which Aspeak ~~summary~~only ~~biography~~as ~~for~~of ~~each~~the dates of ~~Luke~~the ~~Ledbetter~~documents ~~and~~in ~~Terry~~which ~~Ledbetter~~such isstatements ~~set~~were ~~forth below:~~made.

~~Luke~~Additional ~~Ledbetter~~Information ~~serves~~Regarding asthe ~~President~~Transactions and ~~Chief~~Where Executive Officer of Kestrel. Mr. Ledbetter previously served as Chief Underwriting Officer and Head of Business Development with State National Companies. During Mr. Ledbetter‘s tenure at State National, gross written premium grew to ~~more than $2.5 billion annually. Mr. Ledbetter holds law degrees from Cambridge University and the University of Texas School of Law in addition to a B.A. from the University of Texas at Austin.~~Find It

~~Terry~~In ~~Ledbetter~~connection ~~serves~~with asthe ~~Executive~~Transactions, ~~Chairman~~Bermuda ofNewCo has ~~Kestrel.~~filed ~~Mr.~~a ~~Ledbetter~~registration costatement on Form S-~~founded~~4 ~~State~~(File ~~National~~No. 333-285664) ~~Companies~~with inthe ~~1973~~SEC ~~and~~that ~~served~~includes asthe ~~Chairman,~~proxy ~~President~~statement/prospectus. Maiden and ~~Chief~~Bermuda ~~Executive~~NewCo ~~Officer~~may ~~until~~also ~~his~~file ~~retirement~~or atfurnish other documents with the ~~end~~SEC ofregarding ~~2019.~~the MrTransactions. ~~Ledbetter~~This ~~pioneered~~Current ~~the~~Report ~~dedicated~~on ~~fronting~~Form 8-K is ~~business~~not ~~model~~a insubstitute for the ~~property~~registration &statement, ~~casualty~~the ~~industry~~proxy ~~and~~statement/prospectus ~~guided~~or ~~State~~any ~~National~~other ~~through~~document ~~its~~that ~~initial~~Maiden ~~public~~or ~~offering~~Bermuda inNewCo may ~~2014~~file ~~and~~or ~~sale~~furnish or cause to ~~Markel~~be ~~Corporation~~filed inor ~~2017~~furnished with the SEC. HeINVESTORS ~~received~~IN ~~his~~AND ~~B.B.A.~~SECURITY ~~from~~HOLDERS ~~Southern~~OF ~~Methodist~~MAIDEN ~~University~~ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR FURNISHED OR WILL BE FILED OR WILL BE FURNISHED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND RELATED MATTERS.

~~Neither~~Investors and security holders may obtain free copies of ~~Luke~~the ~~Ledbetter~~registration orstatement, ~~Terry~~the ~~Ledbetter~~proxy ~~own~~statement/prospectus ~~directly~~and ~~any~~other ~~securities~~documents offiled with or furnished to the SEC by Maiden or atBermuda ~~this~~NewCo ~~time~~through the web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of Maiden:

~~Additional information regarding the identity of all potential participants in the solicitation of proxies to~~ Maiden ~~shareholders in connection with the Transactions and other matters to be voted upon at the Maiden shareholders meeting to approve the Transactions~~Holdings, ~~and their direct and indirect interests, by security holdings or otherwise, are included in the definitive proxy statement/prospectus~~ Ltd.

No48 ~~Offer~~Par-La-Ville orRoad, ~~Solicitation~~Suite 1141

~~This~~Hamilton ~~Current~~HM ~~Report~~11 on Form 8-K is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.Bermuda

~~SIGNATURES~~Attn: Corporate Secretary

~~Pursuant~~Participants toin 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.~~ Solicitation

Date:	April 4, 2025	MAIDEN HOLDINGS, LTD.
		By:	/s/ Patrick J. Haveron
			Name: Patrick J. Haveron
			Title: Chief Executive Officer and Chief Financial Officer

Each of Maiden, Bermuda NewCo and their respective directors, executive officers, members of management and employees, and Luke Ledbetter, President and Chief Executive Officer of Kestrel, and Terry Ledbetter, Executive Chairman of Kestrel, may, under the rules of the SEC, be deemed to be participants in the solicitation of proxies from Maiden’s shareholders in connection with the Transactions. Information regarding Maiden’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Maiden’s annual report on Form 10-K for the fiscal year ended December 31, 2024, as amended, which was filed with the SEC on March 10, 2025 and amended on March 20, 2025 and in subsequent documents filed with the SEC, each of which can be obtained free of charge from the sources indicated above. A summary biography for each of Luke Ledbetter and Terry Ledbetter is set forth below:

Luke Ledbetter serves as President and Chief Executive Officer of Kestrel. Mr. Ledbetter previously served as Chief Underwriting Officer and Head of Business Development with State National Companies. During Mr. Ledbetter‘s tenure at State National, gross written premium grew to more than $2.5 billion annually. Mr. Ledbetter holds law degrees from Cambridge University and the University of Texas School of Law in addition to a B.A. from the University of Texas at Austin.

Terry Ledbetter serves as Executive Chairman of Kestrel. Mr. Ledbetter co-founded State National Companies in 1973 and served as Chairman, President and Chief Executive Officer until his retirement at the end of 2019. Mr. Ledbetter pioneered the dedicated fronting business model in the property & casualty industry and guided State National through its initial public offering in 2014 and sale to Markel Corporation in 2017. He received his B.B.A. from Southern Methodist University.

Neither Luke Ledbetter nor Terry Ledbetter directly owns any securities of Maiden at this time.

Additional information regarding the identity of all potential participants in the solicitation of proxies to Maiden shareholders in connection with the Transactions and other matters to be voted upon at the Maiden shareholders meeting to approve the Transactions, and their direct and indirect interests, by security holdings or otherwise, are included in the definitive proxy statement/prospectus.

No Offer or Solicitation

This Current Report on Form 8-K is for informational purposes only and not intended to and does not constitute an offer to subscribe for, buy or sell, the solicitation of an offer to subscribe for, buy or sell or an invitation to subscribe for, buy or sell any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MAIDEN HOLDINGS, LTD.

Date: April 21, 2025	By:	/s/ Patrick J. Haveron
		Name:	Patrick J. Haveron
		Title:	Chief Executive Officer and Chief Financial Officer

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