Transaction Details

Footnotes

On May 27, 2025, pursuant to that certain Combination Agreement (as amended, the "Combination Agreement"), dated as of December 29, 2024, by and between Kestrel Group, LLC ("Kestrel"), all of the equityholders of Kestrel, Maiden Holdings, Ltd. ("Maiden"), Ranger U.S. Newco LLC, Ranger Bermuda Merger Sub Ltd, Ranger Merger Sub 2 LLC and Kestrel Group Ltd. (f/k/a Ranger Bermuda Topco Ltd) (the "Issuer"), Maiden became a wholly-owned subsidiary of the Issuer (the "Merger"). In connection with the Merger, each issued and outstanding Maiden share, subject to certain exceptions, were automatically canceled and converted into the right to receive one-twentieth (0.05) of a common share of the Issuer. | In connection with the Merger, each Maiden restricted share that was issued and outstanding immediately prior to the closing of the Merger was automatically converted into one-twentieth (0.05) of a common share of the Issuer that is unvested and/or subject to a risk of forfeiture, on substantially the same terms and conditions (including vesting schedule) as applied to such Maiden restricted share immediately prior to the closing of the Merger. | In connection with the Merger, each Maiden option that was outstanding immediately prior to the closing of the Merger was automatically converted into an option to purchase a number of Issuer common shares equal to one-twentieth (0.05) of the Maiden shares subject to the Maiden option (rounded down to the nearest whole share), with an exercise price determined by dividing the exercise price of such Maiden option by 0.05 (rounded up to the nearest whole cent). The Issuer option as converted otherwise has substantially the same terms and conditions, including vesting schedule, as applied to such Maiden option immediately prior to the closing of the Merger.