GREENLIGHT CAPITAL RE, LTD. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures As required by Rules 13a-15 and 15d-15 of the Exchange Act, the Company has evaluated, with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the effectiveness of its disclosure controls and procedures (as defined in such rules) as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports prepared in accordance with the rules and regulations of the SEC is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures will prevent all errors and all frauds. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 76 Link to Table of Contents Changes in Internal Control Over Financial Reporting There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company continues to review its disclosure controls and procedures, including its internal controls over financial reporting, and may, from time to time, make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that: ● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time. Our system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified. Our management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in the Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the 2013 framework). Based on this evaluation, our management concluded that our system of internal control over financial reporting was effective as of December 31, 2022. The effectiveness of our internal control over financial reporting has been audited by Deloitte Ltd., an independent registered public accounting firm, as stated in their report, which is included herein. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Greenlight Capital Re, Ltd. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Greenlight Capital Re, Ltd. and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated March 8, 2023, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Controls Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all 77 Link to Table of Contents material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte Ltd. ________________________ Hamilton, Bermuda March 8, 2023 ITEM 9B. OTHER INFORMATION None ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference. ITEM 11. EXECUTIVE COMPENSATION This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference. 78 Link to Table of Contents ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference. 79 Link to Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following documents are filed as a part of this Form 10-K Page (a)(1) Financial Statements Report of Independent Registered Public Accounting Firm (on the consolidated financial statements) ( Deloitte Ltd. ; PCAOB ID# 5230 ) F- 1 Report of Independent Registered Public Accounting Firm (on the consolidated financial statements) ( BDO USA, LLP ; Grand Rapids, Michigan, USA .; PCAOB ID# 243 ) F- 3 Report of Independent Registered Public Accounting Firm (on the financial statements of Solasglas Investments, L P) ( Ernst & Young Ltd. ; Grand Cayman, Cayman Islands ; PCAOB ID# 1655 ) F- 4 Consolidated Balance Sheets as of December 31, 2022 and 2021 F- 5 Consolidated Statements of Operations for the years ended December 31, 2022, 2021, and 2020 F- 6 Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2022, 2021, and 2020 F- 7 Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021, and 2020 F- 8 Notes to the Consolidated Financial Statements F- 9 (a)(2) Financial Statement Schedules* Schedule I – Summary of Investments — Other Than Investments in Related Parties F- 50 Schedule II – Condensed Financial Information of Registrant F- 51 Schedule III – Supplementary Insurance Information F- 53 Schedule IV – Supplementary Reinsurance Information F- 53 (a)(3) The exhibits required to be filed by this Item 15. are set forth in the Exhibit Index accompanying this report. The financial statements of Solasglas Investments, LP required by Rule 3-09 of Regulation S-X are included in this filing as Exhibit 99.1. * Schedules V and VI have been omitted as the information is provided in Note 7. “Loss and Loss Adjustment Expense Reserves”. ITEM 16. FORM 10-K SUMMARY None. 80 Link to Table of Contents EXHIBIT INDEX Exhibit Number Description of Exhibit 3.1 Third Amended and Restated Memorandum and Articles of Association as revised by special resolution on July 10, 2008 (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q filed on August 7, 2008) . 4.1 Form of Specimen Certificate of Class A ordinary shares (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement No. 333-139993) . 4.2 Indenture, dated as of August 7, 2018, between Greenlight Capital Re, Ltd. and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.1 of the Company ’ s Form 8-K filed on August 7, 2018) . 4.3 Description of Registrant’s Securities . 10.1 Form of Securities Purchase Agreement for Class A ordinary shares by and between the Registrant and each of the subscribers thereto (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement No. 333-139993) . 10.2 (1) Greenlight Capital Re, Ltd. Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed on September 9, 2020). 10.3 (1) Form of Stock Option Agreement (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement No. 333-139993) . 10.4 Form of Shareholders’ Agreement, dated August 11, 2004, by and among the Registrant and each of the subscribers (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement No. 333-139993) . 10.5 Amendment No. 2 to Shareholders Agreement, dated and effective as of June 30, 2021 (incorporated by reference to Exhibit 10.1 to the Company Form 8-K filed June 30, 2021). 10.6 Form of Deed of Indemnity between the Registrant and each of its directors and certain of its officers (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement No. 333-139993) . 10.7 Service Agreement, dated as of February 21, 2007, between DME Advisors, LP and Greenlight Capital Re, Ltd. (incorporated by reference to Exhibit 10.17 of the Company’s Registration Statement No. 333-139993) . 10.8 Letter of Credit Agreement, dated August 20, 2010, between Greenlight Reinsurance, Ltd. and Citibank Europe plc. (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on November 2, 2010) . 10.9 Master Reimbursement Agreement, dated August 20, 2010, between Greenlight Reinsurance, Ltd. and Citibank Europe plc (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed on November 2, 2010) . 10.10 Reinsurance Deposit Agreement, dated August 20, 2010, between Greenlight Reinsurance, Ltd. and Citibank Europe plc. (incorporated by reference to Exhibit 10.3 of the Company’s Form 10-Q filed on November 2, 2010) . 10.11 (1) Amended and Restated Employment Agreement, dated as of February 22, 2022, by and among Greenlight Capital Re, Ltd, Greenlight Reinsurance, Ltd. and Simon Burton (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on February 22, 2022) . 10.12 (1) Employment Agreement by and between Greenlight Reinsurance Ireland, DAC and Patrick O’Brien dated February 16, 2018 (incorporated by reference to Exhibit 10.40 to the Company’s Form 10-K filed on Feb 20, 2018) . 10.13 (1) Amendment to Employment Agreement, dated as of September 2, 2019, by and between Greenlight Reinsurance Ireland, DAC and Patrick O’Brien (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on September 3, 2019). 10.14 Investment Advisory Agreement among DME Advisors, LP, and Solasglas Investments, LP, dated as of September 1, 2018 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on September 4, 2018) . 10.15 Participation Agreement among Greenlight Reinsurance, Ltd., Greenlight Reinsurance Ireland, Designated Activity Company, DME Advisors II, LLC and Solasglas Investments, LP, dated as of September 1, 2018 (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on September 4, 2018) . 10.16 (1) Employment Agreement by and between Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Neil Greenspan dated December 3, 2018 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on December 7, 2018) . 81 Link to Table of Contents 10.17 (1) Amendment to Employment Agreement, entered into as of September 2, 2019, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd and Neil Greenspan (incorporated by reference to Exhibit 10.53 of the Company’s Form 10-K filed on March 9, 2020). 10.18 Collateral Assets Investment Management Agreement among DME Advisors, LP, Greenlight Reinsurance, Ltd. and Greenlight Reinsurance Ireland DAC dated January 1, 2019 (incorporated by reference to Exhibit 10.49 of the Company’s Form 10-K filed on February 27, 2019) . 10.19 (1) Stock Option Agreement by and between Greenlight Capital Re, Ltd. and Simon Burton dated July 6, 2017 (incorporated by reference to Exhibit 10.50 of the Company’s Form 10-K filed on February 27, 2019) . 10.20 (1) Stock Option Agreements by and between Greenlight Capital Re, Ltd. and Leonard Goldberg dated April 3, 2017 and August 1, 2017 (incorporated by reference to Exhibit 10.51 of the Company’s Form 10-K filed on February 27, 2019) . 10.21 (1) Restricted Stock Award Agreement by and between Greenlight Capital Re, Ltd. and Simon Burton dated March 15, 2018 (incorporated by reference to Exhibit 10.52 of the Company’s Form 10-K filed on February 27, 2019) . 10.22 (1) Employment Agreement among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Laura Accurso dated October 1, 2017, as amended February 18, 2019 (incorporated by reference to Exhibit 10.53 of the Company’s Form 10-K filed on February 27, 2019) . 10.23 (1) Second Amendment to Employment Agreement, dated as of September 2, 2019, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Laura Accurso (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on September 3, 2019). 10.24 (1) Third Amendment to Employment Agreement, dated as of May 1, 2020, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Laura Accurso (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed May 5, 2020). 10.25 (1) Deed of Settlement and Release, dated as of October 25, 2022, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Laura Accurso (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed October 25, 2022) . 10.26 (1) Consulting Agreement, dated as of October 25, 2022, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Laura Accurso (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed October 25, 2022) . 10.27 (1) Restricted Stock Unit Award Agreement by and between Greenlight Capital Re, Ltd. and Patrick O’Brien dated March 15, 2018 (incorporated by reference to Exhibit 10.55 of the Company’s Form 10-K filed on February 27, 2019) . 10.28 (1) Restricted Stock Award Agreement by and between Greenlight Capital Re, Ltd. and Simon Burton, dated March 15, 2019 (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on May 6, 2019) . 10.29 (1) Greenlight Capital Re, Ltd. Form of Employees’ Restricted Stock Unit Award (incorporated by reference to Exhibit 4.10 of the Company’s Registration Statement No 333-231214 filed on May 3, 2019). 10.30 Second Amended and Restated Exempted Limited Partnership Agreement of Solasglas Investments, LP, between DME Advisors II, LLC, as General Partner, Greenlight Reinsurance, Ltd., Greenlight Reinsurance Ireland, a Designated Activity Company, Greenlight Capital Re, Ltd. and the initial limited partner, dated as of January 7, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on January 12, 2021). 10.31 Amendment No. 1, dated as of December 15, 2022, to the Second Amended and Restated Exempted Limited Partnership Agreement of Solasglas Investments, LP, between DME Advisors II, LLC, as General Partner, Greenlight Reinsurance, Ltd., Greenlight Reinsurance Ireland, Designated Activity Company, Greenlight Capital Re, Ltd. and the initial limited partner, dated as of January 7, 2021 and effective as of January 1, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on December 15, 2022) . 10.32 (1) Employment Offer, dated March 23, 2009, by and between Greenlight Reinsurance, Ltd. and Tom Curnock (incorporated by reference to Exhibit 10.54 of the Company’s Form 10-K filed on March 9, 2020). 10.33 (1) Amendment to Employment Offer entered into as of October 31, 2018 by and between Greenlight Reinsurance, Ltd. and Tom Curnock (incorporated by reference to Exhibit 10.55 of the Company’s Form 10-K filed on March 9, 2020). 10.34 (1) Second Amendment to Employment Offer entered into September 10, 2019, by and between Greenlight Reinsurance, Ltd. and Tom Curnock (incorporated by reference to Exhibit 10.56 of the Company’s Form 10-K filed on March 9, 2020). 10.35 (1) Amended and Restated Restricted Stock Award Agreement dated July 30, 2020, by and between Greenlight Capital Re, Ltd and Simon Burton (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed August 5, 2020). 82 Link to Table of Contents 10.36 Letter Agreement between Greenlight Reinsurance, Ltd, Greenlight Reinsurance Ireland, DAC, DME Advisors II, LLC and DME Advisors LP, effective July 1, 2020 (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q filed August 5, 2020). 10.37 Greenlight Capital Re, Ltd. Share Ownership and Retention Policy for Executives and Non-Employee Directors (incorporated by reference to Exhibit 99.4 of the Company’s Form 8-K filed August 3, 2021) 10.38 (1) Greenlight Capital Re, Ltd., Short-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed November 3, 2021) 21.1 Subsidiaries of the registrant. 23.1 Consent of Deloitte Ltd. 23.2 Consent of BDO USA, LLP. 23.3 Consent of Ernst & Young Ltd. 31.1 Certification of the Chief Executive Officer of Greenlight Capital Re, Ltd. filed herewith pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer of Greenlight Capital Re, Ltd. filed herewith pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of the Chief Executive Officer of Greenlight Capital Re, Ltd. furnished herewith pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of the Chief Financial Officer of Greenlight Capital Re, Ltd. furnished herewith pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.1* Audited Financial Statements of Solasglas Investments, LP as of and for the year ended December 31, 2022. 101 The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Changes in Shareholders’ Equity; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements. (1) Management contract or compensatory plan or arrangement. * Exhibit 99.1 is being filed to provide audited financial statements and the related footnotes of Solasglas Investments, LP in accordance with SEC rule 3-09 of Regulation S-X. The management of Solasglas Investments, LP is solely responsible for the form and content of the Solasglas Investments LP financial statements. The Registrant has no responsibility for the form or content of the Solasglas Investments, LP financial statements since it does not control Solasglas Investments, LP. 83 Link to Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GREENLIGHT CAPITAL RE, LTD. By: /s/ Simon Burton Simon Burton Chief Executive Officer March 8, 2023 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. /s/ DAVID M. EINHORN /s/ LEONARD GOLDBERG David M. Einhorn Director Leonard Goldberg Director March 8, 2023 March 8, 2023 /s/ URSULINE FOLEY /s/ BRYAN MURPHY Ursuline Foley Director Bryan Murphy Director March 8, 2023 March 8, 2023 /s/ IAN ISAACS /s/ VICTORIA GUEST Ian Isaacs Director Victoria Guest Director March 8, 2023 March 8, 2023 /s/ NEIL GREENSPAN /s/ JOHNNY FERRARI Neil Greenspan Chief Financial Officer (principal financial and accounting officer) Johnny Ferrari Director March 8, 2023 March 8, 2023 /s/ SIMON BURTON /s/ JOSEPH PLATT Simon Burton Director and Chief Executive Officer (principal executive officer) Joseph Platt Director March 8, 2023 March 8, 2023 84 Link to Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Greenlight Capital Re, Ltd. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Greenlight Capital Re, Ltd. (the "Company") as of December 31, 2022, the related consolidated statement of operations , changes in shareholders' equity, and cash flows, for the year ended December 31, 2022, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 8, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting. We did not audit the financial statements of Solasglas Investments, LP, an equity method investment of the Company, as of December 31, 2022 and for the year ended December 31, 2022. The Company’s investment in Solasglas Investments, LP as of December 31, 2022 was $178.2 million, and its equity in net income of Solasglas Investments, LP was $54.8 million for the year ended December 31, 2022. The financial statements of Solasglas Investments, LP were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Solasglas Investments, LP, is based solely on the report of the other auditors. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Loss and loss adjustment expense reserves - Refer to Notes 2 and 7 to the consolidated financial statements Critical Audit Matter Description The Company’s estimate of loss and loss adjustment expense reserves is derived using expected trends in claim severity and frequency and other factors that may vary significantly as claims are settled. The estimate is sensitive to significant assumptions, including the initial expected loss ratio and loss development factors. The estimate is also sensitive to the selection of actuarial methods and weighting of these methods applied to project the ultimate losses, the estimation of ultimate reserves associated with catastrophic events, and other factors. Further, not all catastrophic events can be modeled using traditional actuarial methodologies, which increases the degree of judgment needed in estimating loss reserves for such events. Auditing the Company’s methods, assumptions and best estimate of the cost of the ultimate settlement and administration of claims represented by the incurred but not reported ("IBNR") claims included in recorded Loss and loss adjustment expense F-1 Link to Table of Contents reserves involved especially subjective auditor judgment and an increased extent of effort, including the involvement of our actuarial specialists. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to loss and loss adjustment expense reserves included the following, among others • We tested the effectiveness of controls over the valuation of the recorded loss and loss adjustment expense reserves, including the review and approval process that management has in place for significant actuarial methods and assumptions used and the approval of management’s best estimate of loss and loss adjustment expense reserves. • We tested the completeness and accuracy of the underlying data that served as the basis for the Company’s actuarial analysis, including historical claims data, to test the reasonableness of key inputs to the actuarial estimate. • With the assistance of our actuarial specialists: – We independently developed an estimate of the reserves for selected contracts, compared our estimates to those booked by the Company, and evaluated the differences. – We evaluated the Company’s methodologies against recognized actuarial practices for the remaining contracts. We also evaluated the assumptions used by the Company using our industry knowledge and experience and other analytical procedures. – We compared the results of the quarterly reserve studies prepared by independent external actuaries to management’s best estimate and evaluated the differences. /s/ Deloitte Ltd. _____________________________ Hamilton, Bermuda March 8, 2023 We have served as the Company's auditor since 2022. F-2 Link to Table of Contents Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Greenlight Capital Re, Ltd. Grand Cayman, Cayman Islands Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Greenlight Capital Re, Ltd. (the “Company”) as of December 31, 2021, the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2021 and the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021 , in conformity with accounting principles generally accepted in the United States of America. We did not audit the financial statements of Solasglas Investments, LP, an equity method investment of the Company, as of December 31, 2021, and for the two years in the period ended December 31, 2021. The Company’s investment in Solasglas Investments, LP as of December 31, 2021 was $183.6 million, and its equity in net income of Solasglas Investments, LP was $18.1 million and $4.4 million for the years ended December 31, 2021 and 2020, respectively. The financial statements of Solasglas Investments, LP were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Solasglas Investments, LP, is based solely on the report of the other auditors. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ BDO USA, LLP. We have served as the Company's auditor from 2006 to 2022 Grand Rapids, Michigan, U.S.A. March 8, 2022 F-3 Link to Table of Contents Report of Independent Registered Public Accounting Firm The General Partner Solasglas Investments, LP Opinion on the Financial Statements We have audited the accompanying statements of assets, liabilities and partners’ capital of Solasglas Investments, LP (the “Partnership”), including the condensed schedules of investments, as of December 31, 2022 and 2021, the related statements of operations, changes in partners’ capital and cash flows for the years ended December 31, 2022, December 31, 2021 and December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2022 and 2021, and the results of its operations, changes in its partners’ capital and its cash flows for the years ended December 31, 2022, December 31, 2021 and December 31, 2020 in conformity with U.S. generally accepted accounting principles. Basis of Opinion These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Ernst & Young Ltd. We have served as the Partnership’s auditor since 2018. Grand Cayman, Cayman Islands March 8, 2023 F-4 Link to Table of Contents GREENLIGHT CAPITAL RE, LTD. CONSOLIDATED BALANCE SHEETS December 31, 2022 and 2021 (expressed in thousands of U.S. dollars, except per share and share amounts) December 31, 2022 December 31, 2021 Assets Investments Investment in related party investment fund $ 178,197 $ 183,591 Other investments 70,279 47,384 Total investments 248,476 230,975 Cash and cash equivalents 38,238 76,307 Restricted cash and cash equivalents 668,310 634,794 Reinsurance balances receivable (net of allowance for expected credit losses of $ 356 and $ 89 ) 505,555 405,365 Loss and loss adjustment expenses recoverable (net of allowance for expected credit losses of $ 62 and $ 47 ) 13,239 11,100 Deferred acquisition costs 82,391 63,026 Unearned premiums ceded 18,153 42 Other assets 6,019 5,885 Total assets $ 1,580,381 $ 1,427,494 Liabilities and equity Liabilities Loss and loss adjustment expense reserves $ 555,468 $ 524,010 Unearned premium reserves 307,820 227,584 Reinsurance balances payable 105,135 91,224 Funds withheld 21,907 3,792 Other liabilities 6,397 7,164 Convertible senior notes payable 80,534 98,057 Total liabilities 1,077,261 951,831 Commitments and Contingencies (Note 15) Shareholders' equity Preferred share capital (par value $ 0.10 ; authorized, 50,000,000 ; none issued) — — Ordinary share capital (Class A: par value $ 0.10 ; authorized, 100,000,000 ; issued and outstanding, 28,569,346 (2021: 27,589,731 ): Class B: par value $ 0.10 ; authorized, 25,000,000 ; issued and outstanding, 6,254,715 (2021: 6,254,715 )) 3,482 3,384 Additional paid-in capital 478,439 481,784 Retained earnings (deficit) 21,199 ( 9,505 ) Total shareholders' equity 503,120 475,663 Total liabilities and equity $ 1,580,381 $ 1,427,494 The accompanying Notes to the Consolidated Financial Statements are an integral part of the Consolidated Financial Statements. F-5 Link to Table of Contents GREENLIGHT CAPITAL RE, LTD. CONSOLIDATED STATEMENTS OF OPERATIONS For the years ended December 31, 2022, 2021, and 2020 (expressed in thousands of U.S. dollars, except per share and share amounts) 2022 2021 2020 Revenues Gross premiums written $ 563,171 $ 565,393 $ 479,791 Gross premiums ceded ( 33,429 ) ( 41 ) ( 2,268 ) Net premiums written 529,742 565,352 477,523 Change in net unearned premium reserves ( 60,265 ) ( 26,073 ) ( 22,112 ) Net premiums earned 469,477 539,279 455,411 Income (loss) from investment in related party investment fund (net of related party expenses of $ 9,674 , $ 5,502 , and $ 3,251 , respectively) 54,844 18,087 4,431 Net investment income (loss) 14,139 32,065 21,101 Other income (expense), net ( 11,777 ) ( 880 ) 3,149 Total revenues 526,683 588,551 484,092 Expenses Net loss and loss adjustment expenses incurred 316,485 374,980 337,833 Acquisition costs 143,148 144,960 109,288 General and administrative expenses 31,606 29,369 26,401 Deposit interest expense 6,717 11,655 — Interest expense 4,201 6,263 6,280 Total expenses 502,157 567,227 479,802 Income (loss) before income tax 24,526 21,324 4,290 Income tax (expense) benefit 816 ( 3,746 ) ( 424 ) Net income (loss) $ 25,342 $ 17,578 $ 3,866 Earnings (loss) per share (Class A and Class B) (Note 2) Basic $ 0.75 $ 0.51 $ 0.11 Diluted $ 0.73 $ 0.51 $ 0.11 Weighted average number of ordinary shares used in the determination of earnings and loss per share (Note 2) Basic 33,908,156 34,204,364 36,172,216 Diluted 39,769,790 34,351,016 36,278,028 The accompanying Notes to the Consolidated Financial Statements are an integral part of the Consolidated Financial Statements. F-6 Link to Table of Contents GREENLIGHT CAPITAL RE, LTD. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the years ended December 31, 2022, 2021, and 2020 (expressed in thousands of U.S. dollars) 2022 2021 2020 Ordinary share capital Balance - beginning of period $ 3,384 $ 3,452 $ 3,699 Issue of Class A ordinary shares, net of forfeitures 99 41 8 Repurchase of Class A ordinary shares ( 1 ) ( 109 ) ( 255 ) Balance - end of period 3,482 3,384 3,452 Additional paid-in capital Balance - beginning of period 481,784 488,488 503,547 Cumulative effect of adoption of accounting guidance for convertible debt at January 1, 2022 ( 7,896 ) — — Repurchase of Class A ordinary shares ( 34 ) ( 9,891 ) ( 17,526 ) Share-based compensation expense 4,585 3,187 2,467 Balance - end of period 478,439 481,784 488,488 Retained earnings (deficit) Balance - beginning of period ( 9,505 ) ( 27,083 ) ( 30,063 ) Cumulative effect of adoption of accounting guidance for convertible debt at January 1, 2022 5,362 — — Cumulative effect of adoption of accounting guidance for expected credit losses at January 1, 2020 — — ( 886 ) Net income (loss) 25,342 17,578 3,866 Balance - end of period 21,199 ( 9,505 ) ( 27,083 ) Total shareholders' equity $ 503,120 $ 475,663 $ 464,857 The accompanying Notes to the Consolidated Financial Statements are an integral part of the Consolidated Financial Statements. F-7 Link to Table of Contents GREENLIGHT CAPITAL RE, LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2022, 2021, and 2020 (expressed in thousands of U.S. dollars) 2022 2021 2020 Cash provided by (used in) operating activities Net income (loss) $ 25,342 $ 17,578 $ 3,866 Adjustments to reconcile net income or loss to net cash provided by (used in) operating activities Loss (income) from investments in related party investment fund ( 54,844 ) ( 18,087 ) ( 4,431 ) Net realized gain on repurchase of convertible senior notes payable ( 343 ) — — Loss (income) from investment accounted for under the equity method — — ( 843 ) Net change in unrealized gains and losses on investments and notes receivable ( 9,858 ) ( 19,560 ) ( 25,159 ) Net realized (gains) losses on investments and notes receivable — ( 14,210 ) 9,234 Foreign exchange (gains) losses 6,174 45 83 Current expected credit losses recognized on notes receivable and reinsurance assets 282 — ( 750 ) Share-based compensation expense 4,684 3,228 2,475 Amortization and interest expense, net of change in accruals 79 2,263 2,280 Depreciation expense — 16 21 Net change in Reinsurance balances receivable ( 114,819 ) ( 75,133 ) ( 99,937 ) Loss and loss adjustment expenses recoverable ( 2,155 ) 5,751 10,633 Deferred acquisition costs ( 19,365 ) ( 12,012 ) ( 1,349 ) Unearned premiums ceded ( 18,111 ) ( 42 ) 901 Other assets, excluding depreciation ( 134 ) ( 2,908 ) ( 850 ) Loss and loss adjustment expense reserves 39,774 29,831 23,591 Unearned premium reserves 80,236 26,495 21,629 Reinsurance balances payable 13,911 ( 1,023 ) ( 30,418 ) Funds withheld 18,115 ( 683 ) ( 483 ) Other liabilities ( 767 ) 2,155 ( 1,816 ) Net cash provided by (used in) operating activities ( 31,799 ) ( 56,296 ) ( 91,323 ) Investing activities Proceeds from redemptions from related party investment fund 125,365 115,835 158,347 Contributions to related party investment fund ( 65,127 ) ( 114,604 ) ( 80,595 ) Purchases of investments ( 13,223 ) ( 4,996 ) ( 1,993 ) Proceeds from sales of investments — 20,755 — Change in notes receivable — 6,101 19,867 Net cash provided by (used in) investing activities 47,015 23,091 95,626 Financing activities Repurchases of convertible senior notes payable ( 19,793 ) — — Repurchase of Class A ordinary shares ( 35 ) ( 10,000 ) ( 17,781 ) Net cash provided by (used in) financing activities ( 19,828 ) ( 10,000 ) ( 17,781 ) Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash 59 — ( 122 ) Net increase (decrease) in cash, cash equivalents and restricted cash ( 4,553 ) ( 43,205 ) ( 13,600 ) Cash, cash equivalents and restricted cash at beginning of the period 711,101 754,306 767,906 Cash, cash equivalents and restricted cash at end of the period $ 706,548 $ 711,101 $ 754,306 Supplementary information Interest paid in cash $ 4,124 $ 4,000 $ 4,000 Income tax paid in cash 664 3,703 — The accompanying Notes to the Consolidated Financial Statements are an integral part of the Consolidated Financial Statements. F-8 Link to Table of Contents GREENLIGHT CAPITAL RE, LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Years ended December 31, 2022, 2021, and 2020 1. ORGANIZATION AND BASIS OF PRESENTATION Greenlight Capital Re, Ltd. (“GLRE”) was incorporated as an exempted company under the Companies Law of the Cayman Islands on July 13, 2004. GLRE’s wholly-owned subsidiary, Greenlight Reinsurance, Ltd. (“Greenlight Re”), provides global specialty property and casualty reinsurance. Greenlight Re has a Class D insurer license issued in accordance with the terms of The Insurance Act, 2010 (as amended) and underlying regulations thereto (the “Act”) and is subject to regulation by the Cayman Islands Monetary Authority. Greenlight Re commenced underwriting in April 2006. Verdant Holding Company, Ltd. (“Verdant”), a wholly-owned subsidiary of GLRE, was incorporated in 2008 in the state of Delaware. During 2010, GLRE established Greenlight Reinsurance Ireland, Designated Activity Company (“GRIL”), a wholly-owned reinsurance subsidiary based in Dublin, Ireland. GRIL is authorized as a non-life reinsurance undertaking in accordance with the provisions of the European Union (Insurance and Reinsurance) Regulations 2015. GRIL provides multi-line property and casualty reinsurance capacity to the European broker market and provides GLRE with an additional platform to serve clients located in Europe and North America. In 2020, GLRE established Greenlight Re Marketing (UK) Limited (“Greenlight Re UK”) as a wholly-owned subsidiary to increase the Company’s presence in the London market. In 2022, Greenlight Innovation Syndicate 3456 (“Syndicate 3456”) commenced underwriting under the Lloyd’s syndicate-in-a-box model, with Greenlight Re as the sole capital provider. As used herein, the “Company” refers collectively to GLRE and its consolidated subsidiaries. The Class A ordinary shares of GLRE are listed on Nasdaq Global Select Market under the symbol “GLRE.” These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of GLRE and the consolidated financial statements of its wholly-owned subsidiaries, Greenlight Re, GRIL, Verdant, and Greenlight Re UK, as well as Syndicate 3456. All significant intercompany transactions and balances have been eliminated on consolidation. Significant estimates used to prepare the Company’s consolidated financial statements, including those associated with premiums and the estimations of loss and loss adjustment expense reserves, may be subject to significant adjustments in future periods. 2. SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates. The significant estimates reflected in the Company’s consolidated financial statements include, but are not limited to, loss and loss adjustment expense reserves, premiums written, earned and receivable, variability underlying risk transfer assessments, allowances for credit losses, share-based compensation, valuation allowances associated with deferred tax assets and investment impairments. Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents Cash and cash equivalents consist of cash and short-term, highly liquid investments and certificates of deposit with original maturity dates of three months or less. Certificates of deposit with original maturities greater than three months are included under the caption "Other investments" on the consolidated balance sheets. The Company maintains cash and cash equivalent balances to collateralize regulatory trusts and letters of credit issued to cedents (see Notes 6 and 15). F-9 Link to Table of Contents The following table reconciles the cash, cash equivalents, and restricted cash reported within the consolidated balance sheets to the total presented in the consolidated statements of cash flows: December 31, 2022 December 31, 2021 ($ in thousands) Cash and cash equivalents $ 38,238 $ 76,307 Restricted cash and cash equivalents 668,310 634,794 Total cash, cash equivalents, and restricted cash presented in the consolidated statements of cash flows $ 706,548 $ 711,101 Premium Revenue Recognition The Company writes excess of loss contracts and quota share contracts and estimates the ultimate premiums for the contract period. The Company bases these estimates on actuarial pricing models and information received from ceding companies. For excess of loss contracts, the Company writes the total ultimate estimated premiums at the contract’s inception. For quota share contracts, the Company writes premiums in the same periods in which the underlying insurance contracts are written, based on cession statements from cedents. The Company typically receives these statements monthly or quarterly, depending on the terms specified in each contract. For any reporting lag, the Company estimates premiums written based on the portion of the estimated ultimate premiums relating to the risks bound during the lag period. The Company’s management reviews premium estimates at least quarterly. Such review includes a comparison of reported premiums to expected ultimate premiums, along with a review of the aging and collection of premiums. Management evaluates the appropriateness of the premium estimates on the basis of these reviews and records any adjustments to these estimates in the period in which they are determined. Changes in premium estimates, including premium receivable on both excess of loss and quota share contracts, are not unusual and may result in significant adjustments in any period. A portion of amounts included in the caption “Reinsurance balances receivable” in the Company’s consolidated balance sheets represent estimated premiums written, net of commissions and brokerage, that are not currently due based on the terms of the underlying contracts. Additional premiums due on a contract with no remaining coverage period are earned in full when written. Certain contracts allow for reinstatement premiums in the event of a loss. Reinstatement premiums are written and earned when a triggering loss event occurs. Premiums written are generally recognized as earned over the contract period in proportion to the risk covered. Unearned premiums represent the unexpired portion of reinsurance provided. Funds Held by Cedents The caption “Reinsurance balances receivable” in the Company’s consolidated balance sheets includes financial assets held by cedents. At December 31, 2022, funds held by cedents were $ 337.4 million (December 31, 2021: $ 246.9 million). Such amounts include premiums withheld by Lloyd’s syndicates and funds contributed by the Company to Lloyd's as security for members’ underwriting activities. The Lloyd’s syndicates invest a portion of the premiums withheld in investment funds and fixed-maturity securities. The Company records its share of income (or expense) from these assets, when reported by the syndicates, in its consolidated statements of operations under the caption “Other income (expense).” Reinsurance Premiums Ceded The Company reduces the risk of future losses on business assumed by reinsuring certain risks and exposures with other reinsurers (referred to as “retrocessionaires”). The Company remains liable to the extent that any retrocessionaire fails to meet its obligations and to the extent the Company does not hold sufficient security for its unpaid obligations. Ceded premiums are written during the period in which the risks incept and the associated expense is recognized over the contract period in proportion to the protection provided. Unearned premiums ceded represent the unexpired portion of reinsurance obtained. Acquisition Costs Policy acquisition costs vary with, and are directly related to, the successful production of new and renewal business and consist principally of commissions, taxes, and brokerage expenses. The Company presents acquisition costs incurred on reinsurance assumed net of commissions earned on reinsurance ceded. However, if the sum of a contract’s expected losses and loss expenses and deferred acquisition costs exceeds associated unearned premiums and expected investment income, a F-10 Link to Table of Contents premium deficiency is determined to exist. In this event, the Company writes off deferred acquisition costs to the extent necessary to eliminate the premium deficiency. If the premium deficiency exceeds deferred acquisition costs, the Company accrues a liability for the deficiency. The Company did not recognize any premium deficiency adjustments during the periods presented. Policy acquisition costs also include profit commissions, which the Company recognized on a basis consistent with its estimate of losses and loss expenses. At December 31, 2022, $ 1.6 million of profit commission reserves were recoverable, net of profit commissions payable (December 31, 2021: $ 8.3 million). For the year ended December 31, 2022, net profit commission expense (income) of $ 16.0 million, (2021: $ 8.6 million, 2020: $( 7.7 ) million) was included in the caption “Acquisition costs” in the Company’s consolidated statements of operations. Funds Withheld Funds withheld represent reinsurance balances retained as collateral by the Company on retroceded contracts. Any interest expense that the Company incurs while these funds are withheld is included under the caption “Net investment income (loss)” in the consolidated statements of operations. Loss and Loss Adjustment Expense Reserves and Recoverable The Company’s loss and loss adjustment expense reserves are composed of: ● case reserves for loss and loss adjustment expenses resulting from claims notified to the Company by its clients; and ● reserves for estimated loss and loss adjustment expenses incurred by insureds and reinsureds but not yet reported to the insurer or reinsurer (“IBNR”), including unknown future developments on loss and loss adjustment expenses that are known to the insurer or reinsurer. The Company estimates these reserves based on reports from ceding companies, industry data, and historical experience analyzed using standard actuarial and statistical techniques. The analysis includes assessing currently available data, predictions of future developments, estimates of future trends, and other factors. These estimates are reviewed by the Company’s reserving committee at least quarterly and adjusted as necessary. The final settlement of losses may vary, perhaps materially, from the reserves recorded. The Company recognizes all adjustments to the estimates in the period they are determined. U.S. GAAP does not permit establishing loss reserves, which include case reserves and IBNR loss reserves, until the occurrence of an event that may give rise to a claim. As a result, only loss reserves applicable to losses incurred up to the reporting date are established. There is no allowance for the establishment of loss reserves to account for expected future loss events. The caption, “Loss and loss adjustment expenses recoverable” in the Company’s consolidated balance sheets represents the amounts due from retrocessionaires for unpaid loss and loss adjustment expenses on retrocession agreements. Ceded IBNR recoverable amounts are estimated based on the Company’s actuarial estimates. These estimates are reviewed periodically and adjusted when deemed necessary. The Company may be unable to recover the loss and loss adjustment expense recoverable amounts due as a result of the retrocessionaires’ inability to pay. The Company regularly evaluates the financial condition of its retrocessionaires and calculates an allowance for expected credit losses (see “Reinsurance Assets ” below). For losses stemming from exposure to natural perils, loss reserves are generally established based on loss payments and case reserves reported by clients when, and if, received. Estimates for IBNR losses are added to the case reserves as the Company deems appropriate. To establish catastrophe IBNR loss estimates, the Company uses estimates communicated by ceding companies, industry data and information, knowledge of the business written, and management’s judgment. For contracts without significant exposure to natural perils, initial reserves for each contract are determined based on a combination of (i) the pricing analysis performed prior to binding the contract; (ii) the underwriter’s detailed knowledge of the cedent, its operations and future business plans; and (iii) the professional judgment and recommendation of the Chief Actuary. In the pricing analysis, the Company utilizes information from the client and industry data. This information typically includes, but is not limited to, data related to premiums, losses, exposure, business mix, industry performance, and associated trends covering as much history as deemed appropriate. The level of detail within the data obtained varies greatly depending on the underlying contract, line of business, client, and coverage provided. In all cases, the Company requests each client to provide data for each reporting period, which, depending on the contract, could be on a monthly or quarterly basis. The terms and conditions of each contract specify the data reporting requirements. F-11 Link to Table of Contents Generally, the Company obtains regular updates of premium and loss-related information for the current and historical periods and utilizes them to update the initially expected loss ratio. There may be a lag between (i) claims being reported by the underlying insured to the Company’s cedent and (ii) claims being reported by the Company’s cedent to the Company. This lag may impact the Company’s loss reserve estimates. Client reports have pre-determined due dates (for example, fifteen days after each month-end). The timing of the reporting requirements is designed so that the Company receives premium and loss information as soon as practicable once the client has closed its books. Accordingly, there should be a short lag in such reporting. Additionally, most contracts that have the potential for large single-event losses have provisions that such loss notifications are provided to the Company immediately upon the occurrence of an event. Once the updated information is received, the Company uses various standard actuarial methods for its quarterly analysis. Such methods typically include the following: ● Paid loss development method: Ultimate losses are estimated by calculating past paid loss development factors and applying them to exposure periods with further expected paid loss development. This method assumes that losses are paid in a consistent pattern. It provides an objective test of reported loss projections because paid losses contain no reserve estimates. ● Reported loss development method: Ultimate losses are estimated by calculating past reported loss development factors and applying them to exposure periods with further expected reported loss development. This method incorporates changes in payments and case reserves. ● Expected loss ratio method: Ultimate losses are estimated by multiplying earned premiums by an expected loss ratio. The expected loss ratio is often determined using industry data, historical company data, past pricing or reserving analysis performed, and actuarial judgment. This method is typically used for lines of business and contracts where there are no (or insignificant) historical losses or where past loss experience is not considered applicable to the current period. ● Bornhuetter-Ferguson paid loss method: Ultimate losses are estimated by modifying expected loss ratios to the extent losses paid to date differ from what would have been expected based upon the selected paid loss development pattern. This method avoids some distortions that could result from a large development factor being applied to a small base of paid losses to calculate ultimate losses. ● Bornhuetter-Ferguson reported loss method: Ultimate losses are estimated by modifying expected loss ratios to the extent losses reported to date differ from what would have been expected based upon the selected reported loss development pattern. This method avoids some distortions that could result from a large development factor being applied to a small base of reported losses to calculate ultimate losses. ● Frequency / Severity method: Ultimate losses are estimated by multiplying the ultimate number of claims (i.e., the frequency multiplied by the exposure base) by the estimated average cost per claim (i.e., the severity). This approach enables trends and patterns in the rates of claims emergence (i.e., reporting) and settlement (i.e., closure) and the average cost of claims to be analyzed separately. In addition, the Company may supplement its analysis with other reserving methodologies that it deems relevant to specific contracts. For each contract, the Company utilizes reserving methodologies it considers appropriate to calculate a best estimate of reserves. Whether the Company uses a single methodology or a combination depends upon the portfolio segment being analyzed and the actuary’s judgment. The Company’s reserving methodology does not require a fixed weighting of the various methods used. Certain methods are considered more appropriate than others depending on the type, structure, age, maturity, and duration of the expected losses on the contract. For example, the Bornhuetter-Ferguson reported loss method might be more appropriate than a paid loss development method for relatively new contracts that have experienced little paid loss development. The Company’s gross aggregate reserves are the sum of the best estimate reserves of all portfolio exposures. Generally, IBNR loss reserves are calculated by estimating the ultimate incurred losses and subtracting cumulative paid claims and case reserves. Each quarter, the Company’s Reserving Committee, led by the Chief Actuary, meets to assess the adequacy of our loss reserves based on the reserve analysis and recommendations prepared by the Company’s reserving department. The Company does not typically experience significant claims processing backlogs, although such backlogs may occur following a major catastrophic event. At December 31, 2022, and 2021, the Company did not have a significant backlog in our claims processing. The Company did not make any significant changes to the actuarial methodology or assumptions relating to its loss and loss adjustment expense reserves during the years ended December 31, 2022, and 2021. F-12 Link to Table of Contents Reinsurance Assets The Company calculates an allowance for expected credit losses for its reinsurance balances receivable and loss and loss adjustment expenses recoverable by applying a Probability of Default (“PD”) / Loss Given Default (“LGD”) model. The PD / LGD approach considers the Company’s collectibility history on its reinsurance assets and representative external loss history. In calculating the probability of default, the Company also considers the estimated duration of its reinsurance assets. The Company evaluates each counterparty’s creditworthiness based on credit ratings that independent agencies assign to the counterparty. The Company manages its credit risk in its reinsurance assets by transacting only with insurers and reinsurers that it considers financially sound. Credit ratings of the counterparties are forward-looking and consider various economic scenarios. The Company's evaluation of the required allowance for reinsurance balances receivable and loss and loss adjustment expenses recoverable considers the current economic environment as well as potential macroeconomic developments. For its retrocessional counterparties that are unrated, the Company may hold collateral in the form of funds withheld, trust accounts, or irrevocable letters of credit. In evaluating credit risk associated with reinsurance balances receivable, the Company considers its right to offset loss obligations against premiums receivable. The Company regularly evaluates its net credit exposure to assess the ability of cedents and retrocessionaires to honor their respective obligations. At December 31, 2022, the Company has recorded an allowance for expected credit loss on its Reinsurance Assets of $ 0.4 million (December 31, 2021, $ 0.1 million). Deposit Assets and Liabilities The Company applies deposit accounting to reinsurance contracts that do not transfer sufficient insurance risk to merit reinsurance accounting. Under deposit accounting, the Company recognizes an asset or liability based on its paid or received consideration. The deposit asset or liability balance is subsequently adjusted using the interest method with the corresponding income and expense recorded in the Company’s consolidated statements of operations under the captions “Other income (expense)” and “Deposit interest expense,” respectively. The Company records deposit assets and liabilities in its consolidated balance sheets in the caption “Reinsurance balances receivable” and “Reinsurance balances payable,” respectively. At December 31, 2022, deposit assets and liabilities were $ 3.1 million and $ 10.7 million, respectively (December 31, 2021: $ 3.5 million and $ 18.6 million, respectively). For the years ended December 31, 2022, 2021, and 2020, the interest income and (expense) on deposit-accounted contracts were as follows: 2022 2021 2020 ($ in thousands) Deposit interest income $ — $ — $ 1,711 Deposit interest expense ( 6,717 ) ( 11,655 ) — Deposit interest income (expense), net $ ( 6,717 ) $ ( 11,655 ) $ 1,711 Financial Instruments The Company purchases “other investments,” which may include investments in private and unlisted equity securities, limited partnerships, and commodities. Private investments and unlisted equities include securities that do not have readily determinable fair values. The carrying values of these holdings are determined based on their original cost minus impairment, if any, plus or minus changes resulting from observable price changes. For securities classified as “other investments,” any realized and unrealized gains or losses are determined on the basis of the specific identification method (by reference to cost or amortized cost, as appropriate) and included in the caption “Net investment income (loss)” in the Company’s consolidated statements of operations. The Company records interest income and interest expense on an accrual basis. Share-Based Compensation The Company has established a stock incentive plan for directors, employees, and consultants. F-13 Link to Table of Contents The Company recognizes share-based compensation costs based on the fair value at the award’s grant date. The Company measures compensation for restricted shares and restricted stock units (“RSUs”) based on the price of the Company’s common shares at the grant date. For restricted shares and RSUs with service and performance vesting conditions, the expense is recognized based on management’s estimate of the probability of the performance conditions being achieved based on historical results and expectations of future results. If the Company expects to meet the performance conditions, it attributes the expense to the period the requisite service is rendered. For restricted shares and RSUs with only service vesting conditions, the Company recognizes the associated expense on a straight-line basis over the vesting period, net of any estimated or expected forfeitures. The forfeiture rate is estimated based on the Company’s historical actual forfeitures relating to restricted shares and RSUs granted to employees. The forfeiture rate is reviewed annually and adjusted as necessary. The Company applies no forfeiture rate to restricted shares granted to directors, which vest over a maximum twelve-month period. Determining the fair value of share purchase options at the grant date requires significant estimation and judgment. The Company uses the Black-Scholes option-pricing model to assist in the calculation of fair value for share purchase options. The model requires estimating various inputs such as the term, forfeiture and dividend rates, and expected volatility. In determining the grant date fair value, the Company uses the entire ten-year life of the options as the estimated term and assumes no forfeitures and no dividends paid during the life of the options. The Company bases its estimate of expected volatility on the daily historical trading data of the Company’s Class A ordinary shares from the date they commenced trading (May 24, 2007) to the grant date. For share purchase options issued under the employee stock incentive plan, the compensation cost is calculated and recognized over the vesting periods on a graded vesting basis (see Note 11). Convertible Notes Prior to the adoption of Accounting Standards Update (“ASU”) 2020-06 in January 2022, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (“ASU 2020-06”),” the Company determined that the senior convertible notes’ cash conversion option represented an embedded derivative and bifurcated it from the underlying contract for financial reporting purposes. For the debt component, the Company recorded a liability equivalent to the present value of comparable debt without the conversion features at the time of issuance. The remainder of the proceeds, which represented the embedded derivative, was included in the caption “Additional paid-in capital” in the Company’s consolidated balance sheets. Upon adoption of ASU 2020-06, U.S. GAAP no longer permits entities to bifurcate embedded conversion features from the underlying contract. Therefore, effective January 1, 2022, the Company no longer presents the embedded conversion features separately in equity; instead, the Company’s senior convertible debt is presented as a single liability in the Company’s consolidated balance sheet. See the below section captioned “Recently Issued Accounting Standards Adopted” for the impact of the new accounting standard on the Company’s accounting of its senior convertible notes. Costs incurred in issuing the convertible notes consisted primarily of underwriting, legal, accounting, and printing fees. These costs are amortized over the term of the debt and are included in the caption “Interest expense” in the Company’s consolidated statements of operations. Foreign Exchange The reporting and functional currency of the Company and all its significant subsidiaries is the U.S. dollar. The Company records foreign currency transactions at the exchange rates in effect on the transaction date. Monetary assets and liabilities in foreign currencies are converted at the exchange rate in effect at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are carried at their historical exchange rates. The Company includes any foreign exchange gains and losses under the caption “Other income (expense), net” in the Company’s consolidated statements of operations. For the years ended December 31, 2022, 2021, and 2020, $( 6.2 ) million, $( 1.6 ) million, and $ 0.3 million, respectively, of foreign exchange gains (losses) were included in the Company’s net income in the consolidated statements of operations. Derivative instruments F-14 Link to Table of Contents The Company recognizes derivative financial instruments in the consolidated balance sheets at their fair values. It includes any realized gains and losses and changes in unrealized gains and losses in the caption “Net investment income (loss)” in the consolidated statements of operations. The Company’s derivatives do not qualify as hedges for financial reporting purposes. The Company records the associated assets and liabilities in its consolidated balance sheets on a gross basis. The Company does not offset these balances against collateral pledged or received. Other Assets The caption “Other assets” in the Company’s consolidated balance sheets consists primarily of prepaid expenses, right-of-use lease assets, other receivables, taxes recoverable, and deferred tax assets. Other Liabilities The caption “Other liabilities” in the Company’s consolidated balance sheets consists primarily of accruals for legal and other professional fees, employee bonuses, taxes payable, and lease liabilities. Comprehensive Income (Loss) The Company has no comprehensive income or loss other than the net income or loss disclosed in the consolidated statements of operations. Earnings (Loss) Per Share The Company has issued unvested restricted stock awards, some of which contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid. These awards are considered “participating securities” for the purposes of calculating earnings (loss) per share. Basic earnings per share is calculated on the basis of the weighted average number of ordinary shares and participating securities outstanding during the period. Diluted earnings (or loss) per share includes the dilutive effect, if any, of the following: • Restricted Stock Units (“RSUs”) issued that convert to ordinary shares upon vesting; • Unvested restricted share awards which are not considered “participating securities”; • Additional potential ordinary shares issuable when in-the-money stock options are exercised, determined using the treasury stock method; • For periods prior to January 1, 2022, those ordinary shares with the potential to be issued in connection with convertible notes and other such convertible instruments, determined using the treasury stock method; and • Effective January 1, 2022, the dilutive effect of the convertible notes calculated using the if-converted method. Under the if-converted method, the convertible notes are assumed to be converted at the beginning of the period. The resulting common shares are included in the denominator of the diluted net income per common share calculation. Interest expense related to the convertible notes incurred in the period is added back to the numerator for purposes of the if-converted calculation. Diluted earnings (or loss) per share contemplates a conversion to ordinary shares of all convertible instruments only if they are dilutive. In the event of a net loss, all RSUs, stock options, shares potentially issuable in connection with convertible notes, and participating securities are excluded from the calculation of both basic and diluted loss per share as their inclusion would be anti-dilutive. F-15 Link to Table of Contents The following table reconciles net income (loss) and weighted average shares used in computing basic and diluted net income per share for the years ended December 31, 2022, 2021, and 2020 (expressed in thousands of U.S. dollars, except per share and share amounts): 2022 2021 2020 Numerator for earnings per share Net income (loss) - basic $ 25,342 $ 17,578 $ 3,866 Add: interest on convertible notes 4,201 — — Less: gain on debt repurchases ( 343 ) — — Net income (loss) - diluted $ 29,200 $ 17,578 $ 3,866 Denominator for earnings per share Weighted average shares outstanding - basic 33,908,156 34,204,364 36,172,216 Effect of dilutive employee and director share-based awards 368,096 146,652 105,812 Shares potentially issuable in connection with convertible notes 5,493,538 — — Weighted average shares outstanding - diluted 39,769,790 34,351,016 36,278,028 Anti-dilutive stock options outstanding 690,337 735,627 835,627 Earnings (loss) per share (Class A and Class B) Basic $ 0.75 $ 0.51 $ 0.11 Diluted 0.73 0.51 0.11 Taxation Under current Cayman Islands law, no corporate entity, including GLRE and Greenlight Re, is obligated to pay taxes in the Cayman Islands on either income or capital gains. The Company has an undertaking from the Governor-in-Cabinet of the Cayman Islands, pursuant to the provisions of the Tax Concessions Act, as amended, that, in the event that the Cayman Islands enacts any legislation that imposes a tax on profits, income, gains, or appreciations, or any tax in the nature of estate duty or inheritance tax, such tax will not be applicable to GLRE, Greenlight Re nor their respective operations, or to the Class A or Class B ordinary shares or related obligations, before February 1, 2025. Verdant is incorporated in Delaware and therefore is subject to taxes in accordance with the U.S. federal rates and regulations prescribed by the U.S. Internal Revenue Service (“IRS”). Verdant’s taxable income is generally expected to be taxed at a marginal rate of 21% (2021: 21%). Verdant’s tax years 2018 and beyond remain open and may be subject to examination by the IRS. GRIL is incorporated in Ireland and therefore is subject to the Irish corporation tax rate of 12.5% on its trading income and 25% on its non-trading income. Greenlight Re UK is incorporated in the United Kingdom and therefore is subject to the U.K. corporate tax rate of 19% on its profits. The Company records a valuation allowance to the extent that the Company considers it more likely than not that all or a portion of the deferred tax asset will not be realized in the future. Other than this valuation allowance, the Company has not taken any income tax positions subject to significant uncertainty that is reasonably likely to have a material impact on the Company. Segment Information The Company has one operating segment, Property and Casualty Reinsurance. F-16 Link to Table of Contents Recent Accounting Pronouncements Recently Issued Accounting Standards Not Yet Adopted In June 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2022-03 “Fair Value Measurements (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” (“ASU 2022-03”). ASU 2022-03 clarifies the guidance for measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. ASU 2022-03 is effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company does not expect ASU 2022-03 to have a material impact on its financial position, results of operations, or cash flows. Recently Issued Accounting Standards Adopted In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (“ASU 2020-06”). ASU 2020-06 is designed to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments. The amendments remove the separation models in Subtopic 470-20 for certain contracts. As a result, entities will no longer present embedded conversion features separately in equity; instead, the convertible debt instrument will be accounted for as a single liability measured at its amortized cost. ASU 2020-06 also addresses the computation of earnings per share for convertible debt instruments, requiring the application of the if-converted method when calculating diluted earnings per share. Under the if-converted method, the shares potentially issuable in connection with convertible debt are assumed to be converted at the beginning of the period. The resulting ordinary shares are included in the denominator of the diluted earnings per share calculation for the period presented. The Company adopted ASU 2020-06 during the first quarter of 2022, using the “modified retrospective” transition method. The adoption of ASU 2020-06 resulted in a decrease in the Company’s opening shareholders’ equity of approximately $ 2.5 million, with a corresponding increase in the carrying value of the senior convertible notes (see Note 9). The adoption of ASU 2020-06 did not have a material impact on the Company’s net income, cash flows, or any other balances. 3. INVESTMENT IN RELATED PARTY INVESTMENT FUND The Company has entered into the Second Amended and Restated Exempted Limited Partnership Agreement (the “SILP LPA”) of Solasglas Investments, LP (“SILP”), with DME Advisors II, LLC (“DME II”), as General Partner, Greenlight Re, and GRIL, (together, the “GLRE Limited Partners”). SILP has entered into a SILP investment advisory agreement (“IAA”) with DME Advisors. LP (“DME Advisors”), pursuant to which DME Advisors is the investment manager for SILP. DME II and DME Advisors are related to the Company, and each is an affiliate of David Einhorn, Chairman of the Company’s Board of Directors (the “Chairman”). At December 31, 2022, the SILP LPA included the following proviso: “The Investment Portfolio of each Partner will not exceed the product of (a) such Partner’s surplus (Greenlight Re Surplus or GRIL Surplus, as the case may be) multiplied by (b) the Investment Cap ( 50 %), and the General Partner will designate any portion of a Partner’s Investment Portfolio as Designated Securities to effectuate such limit.” Effective January 1, 2023, the Investment Cap was amended to 60 %. The Company has concluded that SILP qualifies as a variable interest entity (“VIE”) under U.S. GAAP. In assessing its interest in SILP, the Company noted the following: • DME II serves as SILP’s general partner and has the power to appoint the investment manager. The Company does not have the power to appoint, change or replace the investment manager or the general partner except “for cause.” Neither of the GLRE Limited Partners can participate in the investment decisions of SILP as long as SILP adheres to the investment guidelines provided within the SILP LPA. For these reasons, the GLRE Limited Partners are not considered to have substantive participating rights or kick-out rights. • DME II holds an interest in excess of 10% of SILP’s net assets, which the Company considers to represent an obligation to absorb losses and a right to receive benefits of SILP that are significant to SILP. F-17 Link to Table of Contents Consequently, the Company has concluded that DME II’s interests, not the Company’s, meet both the “power” and “benefits” criteria associated with VIE accounting guidance. Therefore DME II is SILP’s primary beneficiary. The Company presents its investment in SILP in its consolidated balance sheets in the caption “Investment in related party investment fund.” The Company’s maximum exposure to loss relating to SILP is limited to the net asset value of the GLRE Limited Partners’ investment in SILP. At December 31, 2022, the net asset value of the GLRE Limited Partners’ investment in SILP was $ 178.2 million (December 31, 2021: $ 183.6 million), representing 69.3 % (December 31, 2021: 78.2 %) of SILP’s total net assets. DME II held the remaining 30.7 % (December 31, 2021: 21.8 %) of SILP’s total net assets. The investment in SILP is recorded at the GLRE Limited Partners’ share of the net asset value of SILP as reported by SILP’s third-party administrator. The GLRE Limited Partners can redeem their assets from SILP for operational purposes by providing 3 business days’ notice to DME II. At December 31, 2022, the majority of SILP’s long investments were composed of cash and publicly-traded equity securities, which could be readily liquidated to meet the GLRE Limited Partners’ redemption requests. The Company’s share of the change in the net asset value of SILP for the years ended December 31, 2022, 2021, and 2020, was $ 54.8 million, $ 18.1 million, and $ 4.4 million, respectively, and shown in the caption “Income (loss) from investment in related party investment fund” in the Company’s consolidated statements of operations. At December 31, 2022, the Company’s investments in SILP exceeded 10 % of the Company’s total shareholders’ equity, with a fair value of $ 178.2 million (December 31, 2021: $ 183.6 million), representing 35.4 % (December 31, 2021: 38.6 %), of total shareholders’ equity. The Company has determined that for its fiscal year ended December 31, 2022, the Company’s investment in SILP met at least one of the conditions of a significant subsidiary under SEC’s Regulation S-X, Rule 3-09. Accordingly, the audited financial statements for SILP have been attached as an exhibit (Exhibit 99.1) to this Form 10-K. The summarized financial statements of SILP are presented below. Summarized Statement of Assets and Liabilities of Solasglas Investments, LP December 31, 2022 December 31, 2021 ($ in thousands) Assets Investments, at fair value $ 304,806 $ 297,937 Derivative contracts, at fair value 17,547 2,542 Due from brokers 109,169 84,775 Interest and dividends receivable 527 28 Total assets 432,049 385,282 Liabilities and partners’ capital Liabilities Investments sold short, at fair value ( 159,382 ) ( 132,360 ) Derivative contracts, at fair value ( 12,443 ) ( 7,253 ) Due to brokers ( 2,050 ) — Capital withdrawals payable ( 75 ) ( 10,000 ) Interest and dividends payable ( 760 ) ( 580 ) Other liabilities ( 159 ) ( 358 ) Total liabilities ( 174,869 ) ( 150,551 ) Net Assets $ 257,180 $ 234,731 GLRE Limited Partners’ share of Net Assets $ 178,197 $ 183,591 F-18 Link to Table of Contents Summarized Statement of Operations of Solasglas Investments, LP Year ended December 31 2022 2021 2020 ($ in thousands) Investment income Dividend income (net of withholding taxes) $ 1,586 $ 641 $ 1,365 Interest income 2,390 228 654 Total Investment income 3,976 869 2,019 Expenses Management fee ( 3,580 ) ( 3,492 ) ( 2,808 ) Interest ( 1,950 ) ( 1,055 ) ( 798 ) Dividends ( 1,374 ) ( 1,147 ) ( 861 ) Professional fees and other ( 988 ) ( 1,221 ) ( 949 ) Total expenses ( 7,892 ) ( 6,915 ) ( 5,416 ) Net investment income (loss) ( 3,916 ) ( 6,046 ) ( 3,397 ) Realized and change in unrealized gains (losses) Net realized gain (loss) 75,172 ( 3,420 ) ( 61,616 ) Net change in unrealized appreciation (depreciation) 11,886 35,482 71,948 Net gain (loss) on investment transactions 87,058 32,062 10,332 Net income (loss) $ 83,142 $ 26,016 $ 6,935 GLRE Limited Partners’ share of net income (loss) (1) $ 54,844 $ 18,087 $ 4,431 1 Net income (loss) is net of management fees and performance allocation presented below: Year ended December 31 2022 2021 2020 ($ in thousands) Management fees $ 3,580 $ 3,492 $ 2,808 Performance allocation 6,094 2,010 443 Total $ 9,674 $ 5,502 $ 3,251 See Note 14 for further details on management fees and performance allocation. 4. FINANCIAL INSTRUMENTS Purchases and sales of financial instruments are disclosed in the Company’s consolidated statements of cash flows. The following table summarizes the change in unrealized gains and losses and the realized gains and losses on financial instruments included in the caption “Net investment income (loss)” in the Company’s consolidated statements of operations for the years ended December 31, 2022, 2021, and 2020: F-19 Link to Table of Contents Year ended December 31 2022 2021 2020 ($ in thousands) Gross realized gains $ — $ 14,210 $ 5,766 Gross realized losses — — ( 15,000 ) Net realized gains (losses) $ — $ 14,210 $ ( 9,234 ) Change in unrealized gains and losses $ 9,858 $ 19,560 $ 25,909 Investments Other I nvestments The Company’s “Other investments” are composed of the following: • Private investments, unlisted equities, and debt and convertible debt instruments, which consist primarily of Innovations-related investments supporting technology innovators in the (re)insurance market; and • Certificates of deposit with original maturities greater than three months. At December 31, 2022, the Company included the following securities in the caption “Other investments”: Cost Unrealized gains Unrealized losses Fair value / carrying value ($ in thousands) Private investments and unlisted equities $ 22,787 $ 42,461 $ ( 2,815 ) $ 62,433 Debt and convertible debt securities 1,846 — — 1,846 Certificates of deposit 6,000 — — 6,000 Total other investments $ 30,633 $ 42,461 $ ( 2,815 ) $ 70,279 At December 31, 2021, the Company included the following securities in the caption “Other investments”: Cost Unrealized gains Unrealized losses Fair value / carrying value ($ in thousands) Private investments and unlisted equities $ 17,411 $ 31,438 $ ( 1,800 ) $ 47,049 Derivative financial instruments (not designated as hedging instruments) — 335 — 335 Total other investments $ 17,411 $ 31,773 $ ( 1,800 ) $ 47,384 At December 31, 2021, Company’s derivative financial instruments were composed of warrants granting the Company the right, but not the obligation, to purchase shares at a specified price on or before the maturity date. The Company has not designated any of its derivative financial instruments as hedging instruments. The Company’s maximum exposure to loss relating to these warrants is limited to the warrants’ carrying amount. Private investments and unlisted equity securities without readily determinable fair values The Company measures its private investments and unlisted equity securities without readily determinable fair values at cost less impairment (if any), plus or minus observable price changes from identical or similar investments of the same issuers (the “measurement alternative”), with such changes recognized in the caption “Net investment income (loss)” in the consolidated statements of operations. The Company considers the need for impairment on a by-investment basis based on certain indicators. Under the measurement alternative, the Company makes two types of valuation adjustments: • When the Company observes an orderly transaction of an investee’s identical or similar equity securities, the Company adjusts the carrying value based on the observable price as of the transaction date. Once the Company F-20 Link to Table of Contents records such an adjustment, the investment is considered an “asset measured at fair value on a nonrecurring basis.” • If the Company determines that the investment is impaired and the fair value is less than its carrying value, it writes down the investment to its fair value. Once the Company records such an adjustment, the investment is considered an “asset measured at fair value on a nonrecurring basis.” The following table presents the carrying values of the private investments and unlisted equity securities carried under the measurement alternative at December 31, 2022, 2021, and 2020, and the related adjustments recorded during the years then ended. Year ended December 31 2022 2021 2020 ($ in thousands) Carrying value (1) $ 62,433 $ 47,049 $ 21,793 Upward carrying value changes (2) $ 11,277 $ 20,814 $ 10,576 Downward carrying value changes and impairment (3) $ ( 1,073 ) $ ( 500 ) $ ( 1,500 ) (1) The period-end carrying values reflect cumulative purchases and sales in addition to upward and downward carrying value changes. (2) The cumulative upward carrying value changes from inception to December 31, 2022, totaled $ 42.9 million. (3) The cumulative downward carrying value changes and impairments from inception to December 31, 2022, totaled $ 3.1 million. Fair Value Hierarchy The fair value of a financial instrument is the amount that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants. Assets and liabilities measured at fair value are categorized based on the extent to which the inputs are observable in the market. The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows: • Level 1: Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. • Level 2: Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data. • Level 3: Unobservable inputs supported by little or no market activity and significant to the fair value of the assets and liabilities. The term “unobservable inputs” includes certain pricing models, discounted cash flow methodologies, and similar techniques. Assets measured at fair value on a nonrecurring basis At December 31, 2022, and December 31, 2021, the Company held $ 53.6 million and $ 40.5 million, respectively, of private investments and unlisted equities measured at fair value on a nonrecurring basis. The Company classifies these assets as Level 3 within the fair value hierarchy. The following table summarizes the periods between the most recent fair value measurement dates and December 31, 2022, for the private and unlisted equities measured at fair value on a nonrecurring basis: Less than 6 months 6 to 12 months Over 1 year Total ($ in thousands) Fair values measured on a nonrecurring basis $ 599 $ 33,028 $ 19,929 $ 53,556 At December 31, 2022, and December 31, 2021, the Company held $ 8.9 million and $ 6.5 million, respectively, of private investments and unlisted equities measured at cost. F-21 Link to Table of Contents Assets measured at fair value on a recurring basis In accordance with ASC 320, “Investments - Debt Securities,” the Company has classified debt and convertible debt securities as “trading” measured at estimated fair value with unrealized gains and losses reported in net income. The Company classifies these securities as Level 3 within the fair value hierarchy. It estimates their fair values primarily based on third-party quotes, issuers’ book value, market multiples, and other inputs. Valuation of these securities is subjective as the markets’ illiquidity may increase the likelihood that the estimated fair value of an investment is not reflective of the price at which an actual transaction could occur. The carrying value of certificates of deposit with original maturities of one year or less approximates their fair values. The Company classifies these assets as Level 2 within the fair value hierarchy. At December 31, 2022, and December 31, 2021, the Company did not carry any other investments at fair value with an assigned Level within the fair value hierarchy. The Company’s investment in the related party investment fund is measured at fair value using the net asset value practical expedient. Therefore, this investment is not classified within the fair value hierarchy. (See Note 3 for further details on the related party investment fund.) During the year ended December 31, 2022, and 2021, there were no transfers between Level 2 and Level 3 of the fair value hierarchy. Financial Instruments Disclosed, But Not Carried, at Fair Value The caption “Convertible senior notes payable” represents financial instruments that the Company carries at amortized cost. The fair value of the convertible senior notes payable is estimated based on the bid price observed in an inactive market for the identical instrument (Level 2 input) (see Note 9). 5. CASH AND CASH EQUIVALENTS The Company’s cash and cash equivalents at December 31, 2022, and 2021 were composed of cash at banks. Due to the short-term nature of cash and cash equivalents, the carrying values of cash at banks approximate their fair value. Cash at banks includes cash held at non-U.S. financial institutions not insured by the Federal Deposit Insurance Corporation or other deposit insurance programs. 6. RESTRICTED CASH AND RESTRICTED CASH EQUIVALENTS Restricted cash and restricted cash equivalents include amounts held by the Company but pledged as security to provide collateral required by the cedents in the form of trust accounts and letters of credit (see Note 15). At December 31, 2022, and 2021, the restricted cash and cash equivalents were composed of the following: December 31, 2022 December 31, 2021 ($ in thousands) Cash held as collateral in trust accounts $ 463,659 $ 497,149 Cash collateral relating to letters of credit issued 204,651 137,645 Total restricted cash and restricted cash equivalents $ 668,310 $ 634,794 7. LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES At December 31, 2022, the Company’s loss and loss adjustment expense reserves included estimated amounts for several catastrophe events. For significant catastrophe events, including, but not limited to, hurricanes, tornados, typhoons, floods, earthquakes, wildfires, war and pandemics, loss reserves are generally established based on loss payments and case reserves reported by clients when received. To establish IBNR loss estimates, the Company makes use of, among other things, the following information: • estimates communicated by ceding companies; • information received from clients, brokers, and loss adjusters; • an understanding of the underlying business written and its exposures to catastrophe event-related losses; F-22 Link to Table of Contents • industry data; • catastrophe scenario modeling software; and • management’s judgment. At December 31, 2022, the Company’s loss and loss adjustment expense reserves included $ 13.6 million from the Russian-Ukrainian conflict and $ 19.5 million from Hurricane Ian. Additional information the Company considered in estimating its loss reserves included the following: • a review of in-force treaties that may provide coverage and incur losses; • catastrophe and scenario modeling analyses and results shared by cedents; • preliminary loss estimates received from clients, brokers, and loss adjusters; • reviews of industry insured loss estimates and market share analyses; and • management’s judgment. The Company’s Russian-Ukrainian conflict loss estimates include actuarial assumptions, including: • the areas within the affected regions that have incurred losses; • the scope of coverage provided by the underlying policies; • the interpretation of contract terms; • the determination of loss-triggering events; • regulatory, legislative, and judicial actions that could influence contract interpretations across the insurance industry; and • the ability of the cedents and insured to mitigate some or all of their losses. Due to the uncertainty associated with the foregoing assumptions, the Company’s loss estimates are subject to significant variability, and actual losses may ultimately differ materially from the Company's current estimates. The Company will evaluate its assumptions as new information becomes available and may adjust its loss estimates in future periods. Such adjustments may be material to the Company's results of operations and financial condition. Additionally, if the Russian-Ukrainian conflict is prolonged, the Company may incur additional losses in subsequent periods. At December 31, 2022 and 2021, loss and loss adjustment expense reserves were composed of the following: December 31, 2022 December 31, 2021 ($ in thousands) Case reserves $ 184,756 $ 190,220 IBNR 370,712 333,790 Total $ 555,468 $ 524,010 F-23 Link to Table of Contents A summary of changes in outstanding loss and loss adjustment expense reserves for all lines of business consolidated for the years ended December 31, 2022, 2021, and 2020 is as follows: Consolidated 2022 2021 2020 ($ in thousands) Gross balance at January 1 $ 524,010 $ 494,179 $ 470,588 Less: Losses recoverable ( 11,100 ) ( 16,851 ) ( 27,531 ) Net balance at January 1 512,910 477,328 443,057 Incurred losses related to: Current year 316,367 389,080 333,096 Prior years 118 ( 14,100 ) 4,737 Total incurred 316,485 374,980 337,833 Paid losses related to: Current year ( 78,517 ) ( 152,214 ) ( 109,509 ) Prior years ( 198,897 ) ( 185,549 ) ( 195,726 ) Total paid ( 277,414 ) ( 337,763 ) ( 305,235 ) Foreign currency revaluation ( 9,752 ) ( 1,635 ) 1,673 Net balance at December 31 542,229 512,910 477,328 Add: Losses recoverable 13,239 11,100 16,851 Gross balance at December 31 $ 555,468 $ 524,010 $ 494,179 Loss development Year ended December 31, 2022 During the year ended December 31, 2022, the Company experienced $ 0.1 million in net adverse development on prior year loss and LAE reserves. This net adverse development resulted primarily from the following: • $ 8.1 million of adverse development on motor and health business attributed to inflation-driven increases in claims costs; • $ 7.1 million of adverse development on multi-line business driven by worse than expected claims experience on whole account contracts written from 2014-2018; • $ 3.7 million of adverse development on professional liability contracts written from 2014 to 2017; • $ 3.0 million of adverse development on workers’ compensation contracts driven by poor claims experience across several states in the U.S.; and • $ 2.0 million of adverse development on general liability contracts due to reported claims being settled above expected levels. The adverse developments were partially offset by favorable developments relating to prior accident years primarily due to the following: • $ 9.8 million of favorable experience on mortgage business. On a financial-impact basis, the favorable loss development on these contracts was offset by increased profit commissions, which are included in the caption “Acquisition costs” in the Company’s consolidated statements of operations; • $ 9.2 million of favorable development on multi-line business driven primarily by a loss portfolio transfer on a whole account contract and better than anticipated claims experience on a combined workers’ compensation and commercial packages account across multiple years; and • $ 7.2 million of loss reserves released relating to catastrophe events, COVID-19, and property covers based on updated claims reporting received from cedents. F-24 Link to Table of Contents The remaining development on prior year loss and LAE reserves recognized in 2022 related to several smaller adjustments made across various lines of business. Year ended December 31, 2021 During the year ended December 31, 2021, the Company experienced $ 14.1 million in net favorable development on prior year loss and LAE reserves. This net favorable development resulted primarily from the following: • $ 14.7 million of better-than-expected claims reporting on motor contracts, primarily relating to contracts that incepted in 2015 and 2016; • $ 8.9 million favorable loss development on various specialty lines of business, including crop, space, and marine and energy, as actual losses reported were better than expected; • $ 5.0 million of favorable loss development on mortgage contracts resulting from lower delinquencies and fewer reported claims than initially anticipated. On a financial-impact basis, the favorable loss development on these contracts was offset by increased profit commissions, which are included in the caption “Acquisition costs” in the Company’s consolidated statements of operations; and • $ 3.5 million favorable loss development on a multi-line contract that incepted in 2019. The favorable developments were partially offset by adverse developments relating to prior accident years primarily due to the following: • $ 14.4 million of adverse development on multi-line casualty contracts primarily relating to contracts that incepted in 2014 and 2015, resulting from unfavorable development in reported claims; • $ 2.9 million of adverse development on a general liability contract resulting from unfavorable development in reported claims; and • $ 1.2 million of adverse development on workers’ compensation contracts resulting from higher than anticipated losses. The remaining development on prior year loss and LAE reserves recognized in 2021 related to several smaller adjustments made across various lines of business. Year ended December 31, 2020 During the year ended December 31, 2020, the Company experienced $ 4.7 million in net adverse development on prior year loss and LAE reserves. This net adverse development resulted primarily from the following: • $ 7.6 million of adverse loss development on multi-line contracts that incepted from 2015 to 2018, resulting from unfavorable development in reported claims; • $ 1.9 million of adverse loss development on general liability contracts, primarily relating to unfavorable development in reported claims on a contract that incepted in 2019; • $ 1.9 million of adverse loss development on specialty health contracts primarily arising from a few large medical claims reported on a contract that incepted in 2019; and • $ 1.5 million of adverse loss development on motor contracts relating to the 2018 and 2019 treaty years, partially offset by favorable loss development on contracts that incepted from 2015 to 2017. The adverse developments were partially offset by favorable developments relating to prior accident years primarily due to the following: • $ 4.5 million of favorable development on property contracts primarily resulting from lower than anticipated losses relating to the 2017 and 2018 catastrophe events, partially offset by adverse loss development on 2019 contracts; • $ 2.2 million of favorable loss development on solicitors’ professional indemnity contracts resulting primarily from lower than expected claims on prior accident years. • $ 1.9 million of favorable loss development on a professional liability contract relating to a contract that incepted in 2008 where the reported claims have been lower than those previously anticipated. F-25 Link to Table of Contents The remaining development on prior year loss and LAE reserves recognized in 2020 related to several smaller adjustments made across various lines of business. The changes in the outstanding loss and loss adjustment expense reserves for health claims for the years ended December 31, 2022, 2021, and 2020 are as follows: Health 2022 2021 2020 ($ in thousands) Gross balance at January 1 $ 11,894 $ 18,629 $ 19,306 Less: Losses recoverable — — — Net balance at January 1 11,894 18,629 19,306 Incurred losses related to: Current year 8,667 38,109 37,064 Prior years 2,822 ( 780 ) 870 Total incurred 11,489 37,329 37,934 Paid losses related to: Current year ( 5,219 ) ( 28,896 ) ( 21,313 ) Prior years ( 11,532 ) ( 15,168 ) ( 17,298 ) Total paid ( 16,751 ) ( 44,064 ) ( 38,611 ) Foreign currency revaluation — — — Net balance at December 31 6,632 11,894 18,629 Add: Losses recoverable 665 — — Gross balance at December 31 $ 7,297 $ 11,894 $ 18,629 Disclosures about Short-Duration Contracts The Company has one operating segment, Property & Casualty Reinsurance, and categorizes its business as Property, Casualty, and Other. The Company’s loss development tables presented below have been disaggregated by lines of business for the years ended from December 31, 2013, through 2022. For purposes of the loss development tables, the property business has been further disaggregated into "Property" and "Motor - Physical Damage." The casualty category has been disaggregated into "General Liability," "Motor Liability," "Professional Liability," and "Workers' Compensation." Contracts that cover more than one line of business, including Lloyd’s business, are grouped as "Multi-line." In addition, the incurred and paid claims relating to accident and health business have been presented separately as "Health." Other specialty business, including aviation, crop, cyber, energy, and marine, which are individually insignificant to our overall business, have been grouped as "Other." As the Company’s financial lines business has grown recently, the Company has elected to present the loss development table for financial business separately. During 2022, the Company revised its line-of-business allocation for certain contracts and disaggregated the “Financial” line from the “Other” loss development table. As a result, the historical incurred and paid claims development presented in the tables below differ from those disclosed in previously issued financial statements. Conforming changes were also made to the table above presenting t he changes in the outstanding loss and loss adjustment expense reserves for health claims for the years ended December 31, 2021, and 2020. The amounts shown in the caption “Net loss and loss adjustment expenses incurred” in the Company’s Consolidated Statements of Operations and the allocation between “Current year” and “Prior years” are unaffected by these revisions. For each category, the following tables present the incurred and paid claims development at December 31, 2022, net of retrocession, and the total of incurred but not reported liabilities plus expected development on reported claims included within the net incurred claims amount. Health claims have been disaggregated and presented separately. F-26 Link to Table of Contents The tables below present incurred and paid claims development for the years ended December 31, 2013 to 2021. They are presented as unaudited supplementary information. Totals may not sum due to rounding. Health Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2022 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 (Unaudited - Supplementary Information) ($ in thousands) 2013 $ 31,293 $ 34,612 $ 34,759 $ 34,518 $ 34,490 $ 34,458 $ 34,457 $ 34,437 $ 34,437 $ 34,429 $ — 2014 33,755 30,844 30,163 29,722 29,475 29,407 29,397 29,397 29,393 — 2015 35,082 34,514 35,099 34,549 34,498 34,535 34,493 34,535 100 2016 38,768 41,910 41,969 42,049 41,999 41,833 41,833 66 2017 45,911 47,349 47,834 47,682 47,600 47,531 46 2018 57,925 61,365 60,911 60,598 60,372 10 2019 34,623 36,168 35,755 35,670 1,135 2020 37,064 37,275 37,558 1,245 2021 38,109 41,028 670 2022 8,667 3,448 Total $ 371,016 $ 6,721 Health Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 (Unaudited - Supplementary Information) ($ in thousands) 2013 $ 21,674 $ 34,353 $ 34,537 $ 34,470 $ 34,457 $ 34,457 $ 34,457 $ 34,437 $ 34,437 $ 34,429 2014 19,329 28,919 29,532 29,453 29,446 29,407 29,397 29,397 29,393 2015 14,778 32,331 34,631 34,481 34,441 34,440 34,440 34,435 2016 22,126 40,554 41,881 41,806 41,788 41,788 41,767 2017 24,105 44,980 47,582 47,507 47,502 47,485 2018 35,134 59,499 60,521 60,436 60,362 2019 17,677 34,077 34,551 34,535 2020 21,313 36,096 36,313 2021 28,896 40,358 2022 5,219 Total 364,295 All outstanding liabilities before 2013, net of reinsurance ( 89 ) Liabilities for claims and claims adjustment expenses, net of reinsurance (Health) $ 6,632 F-27 Link to Table of Contents Multiline Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2022 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 (Unaudited - Supplementary Information) ($ in thousands) 2013 $ — $ — $ — $ — $ — $ — $ — $ — $ ( 7 ) $ ( 7 ) $ — 2014 2,390 2,390 2,390 2,609 2,625 2,586 2,653 3,010 3,256 710 2015 27,826 27,957 30,361 31,850 30,753 32,154 34,877 36,683 6,702 2016 55,471 59,668 60,363 59,398 61,858 67,267 70,133 14,265 2017 82,815 78,969 82,725 84,552 89,056 91,056 19,786 2018 58,143 50,404 53,405 53,665 54,135 11,006 2019 45,299 48,696 47,914 46,553 10,092 2020 52,665 51,777 46,363 11,936 2021 77,944 75,552 43,084 2022 121,725 103,130 Total $ 545,449 $ 220,711 Multiline Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 (Unaudited - Supplementary Information) ($ in thousands) 2013 $ — $ — $ — $ — $ — $ — $ — $ — $ ( 7 ) $ ( 7 ) 2014 — — 145 566 1,092 1,413 1,995 2,281 2,546 2015 25 2,788 9,836 15,917 18,868 24,580 27,212 29,981 2016 5,825 16,391 26,746 32,594 42,308 48,616 55,868 2017 9,498 27,107 39,188 53,535 63,449 71,269 2018 8,070 20,480 31,912 38,512 43,129 2019 10,948 23,182 29,966 36,461 2020 12,327 23,943 34,428 2021 13,440 32,468 2022 18,595 Total 324,738 All outstanding liabilities before 2013, net of reinsurance — Liabilities for claims and claims adjustment expenses, net of reinsurance (Multiline) $ 220,711 F-28 Link to Table of Contents General Liability Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2022 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 (Unaudited - Supplementary Information) ($ in thousands) 2013 $ 3,018 $ 2,689 $ 4,666 $ 4,511 $ 4,510 $ 4,916 $ 4,770 $ 4,648 $ 4,980 $ 5,198 $ — 2014 1,238 1,229 1,174 1,033 1,355 1,000 1,000 3,606 1,144 78 2015 1,699 1,690 1,756 1,979 2,152 2,190 2,294 1,866 172 2016 6,203 6,519 7,124 7,867 8,095 8,444 9,389 198 2017 5,425 6,519 7,374 8,444 9,951 7,533 133 2018 2,874 3,411 3,921 4,585 4,097 1,417 2019 1,000 986 1,031 649 361 2020 1,812 1,776 1,633 1,507 2021 5,141 12,059 11,957 2022 16,229 15,821 Total $ 59,797 $ 31,644 General Liability Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 (Unaudited - Supplementary Information) ($ in thousands) 2013 $ 1,371 $ 1,917 $ 2,298 $ 4,191 $ 4,274 $ 4,652 $ 4,770 $ 4,648 $ 4,980 $ 5,198 2014 18 146 413 548 492 762 473 1,014 1,066 2015 69 293 532 548 926 945 1,431 1,694 2016 122 1,589 3,276 4,670 6,109 6,565 9,191 2017 136 1,412 2,823 4,381 5,703 7,400 2018 165 1,286 2,275 2,790 2,680 2019 26 226 306 288 2020 71 71 126 2021 — 102 2022 408 Total 28,153 All outstanding liabilities before 2013, net of reinsurance 28 Liabilities for claims and claims adjustment expenses, net of reinsurance (General Liability) $ 31,672 F-29 Link to Table of Contents Motor Casualty Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2022 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 (Unaudited - Supplementary Information) ($ in thousands) 2013 $ 182,833 $ 179,930 $ 174,744 $ 175,094 $ 175,161 $ 175,233 $ 175,177 $ 175,206 $ 175,180 $ 175,205 $ 12 2014 93,718 92,844 94,688 94,131 94,147 94,192 94,230 94,226 94,230 77 2015 128,199 130,410 129,745 132,853 134,951 133,632 128,536 128,567 258 2016 166,389 169,789 174,037 183,801 180,118 180,003 180,045 414 2017 187,109 188,754 199,258 191,064 188,718 188,207 937 2018 150,700 162,016 149,467 148,830 147,369 5,452 2019 168,154 193,242 189,971 190,477 3,799 2020 98,243 97,356 99,091 6,838 2021 102,415 104,647 13,861 2022 21,973 1,451 Total $ 1,329,809 $ 33,099 Motor Casualty Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 (Unaudited - Supplementary Information) ($ in thousands) 2013 $ 86,558 $ 159,200 $ 171,855 $ 174,997 $ 175,187 $ 175,187 $ 175,193 $ 175,192 $ 175,193 $ 175,193 2014 49,994 86,297 89,348 94,046 94,105 94,151 94,150 94,153 94,153 2015 81,093 125,645 129,174 129,351 129,454 128,121 128,280 128,309 2016 97,325 157,948 170,658 182,800 179,033 179,540 179,631 2017 115,204 170,157 188,225 186,105 187,047 187,270 2018 83,652 143,267 141,593 141,764 141,918 2019 99,043 170,331 184,519 186,678 2020 42,778 87,180 92,252 2021 56,700 90,786 2022 20,522 Total 1,296,710 All outstanding liabilities before 2013, net of reinsurance — Liabilities for claims and claims adjustment expenses, net of reinsurance (Motor Casualty) $ 33,099 F-30 Link to Table of Contents Motor Property Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2022 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 (Unaudited - Supplementary Information) ($ in thousands) 2013 $ 46,189 $ 45,629 $ 44,728 $ 44,656 $ 44,695 $ 44,719 $ 44,719 $ 44,724 $ 44,729 $ 44,724 $ 3 2014 18,870 18,797 19,056 19,000 19,006 19,004 19,020 19,036 19,020 47 2015 22,035 22,516 23,005 23,263 23,396 23,246 22,901 22,712 67 2016 27,853 28,279 29,090 30,367 29,822 29,858 29,835 95 2017 39,486 39,621 41,394 39,720 39,643 39,334 202 2018 42,336 45,209 43,266 41,122 40,753 430 2019 43,103 48,007 49,140 48,782 901 2020 23,785 23,837 24,310 1,546 2021 25,743 28,845 2,241 2022 3,726 640 Total $ 302,042 $ 6,172 Motor Property Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 (Unaudited - Supplementary Information) ($ in thousands) 2013 $ 21,112 $ 41,066 $ 44,387 $ 44,675 $ 44,719 $ 44,719 $ 44,721 $ 44,721 $ 44,721 $ 44,721 2014 10,305 17,621 18,370 18,951 18,957 18,972 18,972 18,973 18,973 2015 13,859 22,123 22,615 22,705 22,749 22,625 22,642 22,646 2016 16,707 27,005 28,591 30,033 29,647 29,726 29,740 2017 23,091 37,058 39,711 38,971 39,115 39,132 2018 23,576 40,118 40,086 40,246 40,323 2019 25,103 43,672 47,346 47,881 2020 10,880 21,684 22,764 2021 14,955 26,605 2022 3,087 Total 295,870 All outstanding liabilities before 2013, net of reinsurance ( 19 ) Liabilities for claims and claims adjustment expenses, net of reinsurance (Motor Property) $ 6,152 F-31 Link to Table of Contents Property Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2022 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 (Unaudited - Supplementary Information) ($ in thousands) 2013 $ 60,949 $ 58,994 $ 61,778 $ 62,496 $ 62,484 $ 62,423 $ 62,766 $ 62,649 $ 62,727 $ 62,521 $ 67 2014 41,737 45,151 46,842 47,082 46,871 47,027 46,994 46,952 46,930 262 2015 27,839 30,321 31,719 30,920 30,581 30,521 30,392 30,436 223 2016 25,603 26,058 23,932 23,404 23,140 22,962 23,018 273 2017 81,378 76,605 67,409 67,858 67,665 67,033 1,656 2018 27,888 29,761 24,491 23,794 23,229 3,374 2019 22,247 14,571 13,979 12,176 2,375 2020 29,139 25,196 21,643 6,540 2021 26,720 27,018 13,824 2022 41,248 22,098 Total $ 355,251 $ 50,690 Property Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 (Unaudited - Supplementary Information) ($ in thousands) 2013 $ 34,807 $ 55,669 $ 58,526 $ 60,345 $ 61,075 $ 61,988 $ 62,229 $ 62,305 $ 62,368 $ 62,454 2014 20,230 40,172 43,638 45,208 46,298 46,518 46,615 46,632 46,668 2015 12,941 25,441 28,825 29,790 29,996 30,099 30,121 30,214 2016 9,937 18,162 20,991 21,974 22,321 22,654 22,745 2017 43,261 55,529 62,869 64,100 65,267 65,377 2018 5,192 15,414 18,134 18,848 19,855 2019 4,046 6,937 8,327 9,801 2020 6,011 11,289 15,103 2021 4,953 13,194 2022 19,150 Total 304,561 All outstanding liabilities before 2013, net of reinsurance ( 42 ) Liabilities for claims and claims adjustment expenses, net of reinsurance (Property) $ 50,648 F-32 Link to Table of Contents Professional Liability Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2022 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 (Unaudited - Supplementary Information) ($ in thousands) 2013 $ 11,357 $ 12,165 $ 13,557 $ 15,065 $ 15,814 $ 15,973 $ 15,791 $ 15,471 $ 15,257 $ 15,264 $ 329 2014 17,564 17,016 16,982 19,317 20,232 20,528 20,289 19,770 19,768 916 2015 17,567 17,549 19,999 21,271 21,434 20,771 20,607 21,466 2,563 2016 13,432 16,521 16,855 16,451 16,273 16,713 17,528 4,213 2017 10,176 9,863 9,685 9,904 10,272 11,146 2,849 2018 4,471 4,458 4,578 5,171 6,167 1,593 2019 586 611 762 922 264 2020 66 62 62 63 2021 158 165 165 2022 464 464 Total $ 92,954 $ 13,419 Professional Liability Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 (Unaudited - Supplementary Information) ($ in thousands) 2013 $ 649 $ 3,180 $ 7,097 $ 10,207 $ 12,871 $ 13,575 $ 13,404 $ 14,795 $ 14,726 $ 14,935 2014 1,251 4,969 8,874 12,945 15,023 15,032 18,336 18,300 18,852 2015 1,084 3,065 8,343 11,113 11,937 16,452 17,915 18,903 2016 325 2,079 4,687 7,552 10,191 11,287 13,315 2017 222 1,418 3,062 4,821 5,783 8,297 2018 240 1,139 1,979 3,229 4,574 2019 145 266 544 658 2020 — — — 2021 — — 2022 — Total 79,536 All outstanding liabilities before 2013, net of reinsurance 425 Liabilities for claims and claims adjustment expenses, net of reinsurance (Professional Liability) $ 13,844 F-33 Link to Table of Contents Workers' Compensation Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2022 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 (Unaudited - Supplementary Information) ($ in thousands) 2013 $ 4,751 $ 4,751 $ 4,751 $ 4,751 $ 4,751 $ 4,751 $ 4,751 $ 4,751 $ 4,751 $ 4,751 $ — 2014 — — — 3 — — — 160 — — 2015 1,014 1,010 948 950 951 919 919 889 20 2016 4,342 4,275 4,266 3,975 3,778 3,716 3,646 81 2017 10,879 10,343 9,600 9,060 8,756 8,977 426 2018 13,595 13,485 13,039 12,544 12,909 800 2019 22,926 23,311 22,612 23,955 3,808 2020 44,845 40,826 43,633 11,525 2021 64,679 63,398 20,544 2022 33,284 24,219 Total $ 195,443 $ 61,421 Workers' Compensation Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 (Unaudited - Supplementary Information) ($ in thousands) 2013 $ 4,751 $ 4,751 $ 4,751 $ 4,751 $ 4,751 $ 4,751 $ 4,751 $ 4,751 $ 4,751 $ 4,751 2014 — — — — — — — — — 2015 28 251 564 688 777 832 851 870 2016 613 1,920 2,782 3,274 3,459 3,521 3,565 2017 2,028 5,356 7,399 8,003 8,379 8,551 2018 4,213 8,321 10,773 11,806 12,109 2019 5,473 13,600 17,655 20,148 2020 11,288 23,463 32,108 2021 23,210 42,854 2022 9,066 Total 134,021 All outstanding liabilities before 2013, net of reinsurance — Liabilities for claims and claims adjustment expenses, net of reinsurance (Workers' Compensation) $ 61,421 F-34 Link to Table of Contents Financial Lines Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2022 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 (Unaudited - Supplementary Information) ($ in thousands) 2013 $ 285 $ 644 $ 754 $ 752 $ 741 $ 728 $ 686 $ 661 $ 98 $ 172 $ 428 2014 500 503 580 506 1,096 2,063 2,228 1,668 1,959 ( 257 ) 2015 1,947 2,206 3,025 3,010 3,121 3,087 3,034 3,035 220 2016 4,820 6,670 6,289 7,470 7,470 6,694 6,676 254 2017 9,006 5,865 6,277 8,339 6,789 6,068 75 2018 4,069 4,429 6,646 4,838 4,775 568 2019 7,741 12,319 10,509 8,521 2,396 2020 18,647 19,825 17,615 8,490 2021 17,700 16,397 14,201 2022 23,978 23,158 Total $ 89,198 $ 49,534 Financial Lines Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 (Unaudited - Supplementary Information) ($ in thousands) 2013 $ — $ 209 $ 244 $ 87 $ 72 $ 326 $ 289 $ 300 $ ( 336 ) $ ( 256 ) 2014 90 347 429 587 1,210 2,279 2,483 1,896 2,216 2015 223 851 1,399 1,964 2,477 2,651 2,746 2,815 2016 1,193 2,426 4,726 6,340 6,279 6,295 6,423 2017 187 2,894 4,603 5,584 5,683 5,993 2018 671 3,931 3,655 3,807 4,207 2019 2,949 4,009 4,760 6,125 2020 2,705 5,017 9,125 2021 500 2,196 2022 820 Total 39,664 All outstanding liabilities before 2013, net of reinsurance 9 Liabilities for claims and claims adjustment expenses, net of reinsurance (Other) $ 49,543 F-35 Link to Table of Contents Other Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2022 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 (Unaudited - Supplementary Information) ($ in thousands) 2013 $ 1,458 $ 1,461 $ 1,531 $ 1,511 $ 1,514 $ 1,514 $ 1,511 $ 1,511 $ 1,514 $ 1,511 $ — 2014 3,388 2,369 545 546 544 491 491 680 491 1 2015 1,861 3,579 2,890 853 854 177 179 174 41 2016 2,509 2,697 1,126 954 973 1,004 1,017 263 2017 993 994 569 1,023 1,093 1,111 358 2018 1,311 2,369 2,433 2,295 2,435 497 2019 9,136 7,874 6,950 7,065 949 2020 24,491 17,478 20,953 5,666 2021 30,020 24,410 13,162 2022 44,170 43,077 Total $ 103,336 $ 64,013 Other Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 (Unaudited - Supplementary Information) ($ in thousands) 2013 $ ( 3 ) $ 878 $ 1,511 $ 1,511 $ 1,511 $ 1,511 $ 1,511 $ 1,511 $ 1,511 $ 1,511 2014 101 174 545 546 519 491 491 491 491 2015 — 8 24 55 73 100 106 133 2016 35 111 285 389 559 610 754 2017 24 163 284 458 547 754 2018 26 1,168 1,409 1,776 1,938 2019 2,141 4,374 5,490 6,116 2020 2,631 12,927 15,287 2021 8,838 11,248 2022 1,093 Total 39,323 All outstanding liabilities before 2013, net of reinsurance — Liabilities for claims and claims adjustment expenses, net of reinsurance (Other) $ 64,013 For incurred and paid claims denominated in currencies other than U.S. dollars, the above tables are presented using the foreign exchange rate in effect at the current year-end date. As a result, all prior year information has been restated to reflect December 31, 2022, foreign exchange rates. This treatment prevents changes in foreign currency exchange rates from distorting the claims development between the years presented. F-36 Link to Table of Contents For assumed contracts, the Company does not generally receive claims information by accident year from the ceding insurers but instead receives claims information by the treaty year of the contract. Claims reported by the ceding insurer to the Company may have the covered losses occurring in an accident year other than the treaty year. Some incurred and paid claims have been allocated to the accident years for the loss development tables based on the proportion of premiums earned for each contract during such accident year. For example, a one-year quota-share reinsurance treaty incepting on October 1, 2020 (with underlying policies each having a one-year duration) would have a 24-month period over which the premiums would be earned. Therefore, claims would be allocated to accident years 2020, 2021 and 2022 based on the proportion of the premiums earned during each accident year. For illustration of this contract, any claims reported during 2020 would be allocated to the 2020 accident year. For losses reported during 2021, the claims would be allocated between 2020 and 2021 based on the percentage of premiums earned during 2020 and 2021. Similarly, for losses reported during 2022 and thereafter, the losses would be allocated to the 2020, 2021 and 2022 accident years based on the proportion of premiums earned during each of those years. However, natural catastrophes and certain other large losses are addressed separately and are assigned to the accident year in which they occurred. The reconciliation of the net incurred and paid claims development tables to the liability for claims and claim adjustment expenses in the consolidated balance sheet is as follows: December 31, 2022 ($ in thousands) Net outstanding liabilities Health $ 6,632 Multiline 220,711 General Liability 31,672 Motor Casualty 33,099 Motor Property 6,152 Property 50,648 Professional Liability 13,844 Workers' Compensation 61,421 Financial Lines 49,543 Other 64,013 Liabilities for claims and claims adjustment expenses, net of reinsurance 537,735 Add: Reinsurance recoverable on unpaid claims 13,239 Add: Unallocated claims adjustment expenses 4,432 Add: Allowance for credit losses 62 Total gross liabilities for unpaid claims and claim adjustment expense $ 555,468 F-37 Link to Table of Contents The average historical annual percentage payout of net incurred claims (excluding health) at December 31, 2022, is as follows: Years 1 2 3 4 5 6 7 8 9 10 (Unaudited - Supplementary Information) Multiline 11.2 % 16.1 % 14.0 % 11.9 % 10.5 % 10.2 % 10.4 % 8.8 % 4.7 % 2.2 % General Liability 4.7 % 13.6 % 12.9 % 12.2 % 18.1 % 27.6 % 7.2 % 2.9 % 0.5 % 0.3 % Motor Casualty 49.0 % 35.8 % 7.8 % 3.7 % 1.7 % 1.0 % 0.8 % 0.2 % — % — % Motor Property 53.3 % 40.8 % 4.9 % 1.0 % — % — % — % — % — % — % Property 49.5 % 34.7 % 8.0 % 2.9 % 2.5 % 0.8 % 1.0 % 0.5 % 0.1 % — % Professional Liability 2.9 % 10.4 % 15.2 % 13.5 % 9.4 % 7.9 % 5.8 % 2.2 % 3.2 % 29.5 % Workers' Compensation 30.9 % 36.5 % 22.4 % 7.6 % 1.6 % 0.8 % 0.1 % 0.1 % — % — % Financial Lines 20.9 % 34.3 % 21.2 % 11.3 % 4.5 % 3.7 % 1.8 % 1.0 % — % 1.3 % Other 20.6 % 27.2 % 11.2 % 10.0 % 8.3 % 7.7 % 7.6 % 7.4 % — % — % The historical annual percentage payout pattern for health claims is excluded from the table above because health claims have short settlement periods, and including it would skew the results presented. As a reinsurance entity, the Company generally does not receive detailed claims frequency information or claims counts from ceding insurers and third-party claim handlers. Due to the nature of the reinsurance contracts, the underlying insured reports claims to the insurer who cedes losses to the Company. The Company is contractually obligated to reimburse the ceding insurer for its share of the losses. While the Company has the right to conduct audits of the ceding insurer’s claims files, the insurer is generally not obligated to provide a detailed listing of claims counts or other claims frequency information. Therefore it is impracticable for the Company to present the cumulative number of reported claims by accident year. 8. RETROCESSION From time to time, the Company purchases retrocessional coverage for one or more of the following reasons: to manage its overall exposure, reduce its net liability on individual risks, obtain additional underwriting capacity, and balance its underwriting portfolio. The Company records loss and loss adjustment expenses recoverable from retrocessionaires as assets. For the year ended December 31, 2022, the Company’s earned ceded premiums were $ 15.3 million (2021: $ 0.0 million and 2020: $ 3.2 million). For the year ended December 31, 2022, loss and loss adjustment expenses recovered and changes in losses recoverable were $ 6.6 million (2021: $ 0.0 million and 2020: $ 5.9 million). Retrocession contracts do not relieve the Company from its obligations to its cedents. Failure of retrocessionaires to honor their obligations could result in losses to the Company. At December 31, 2022, the Company’s loss reserves recoverable of $ 13.2 million (December 31, 2021: $ 11.1 million) consisted of (i) $ 9.5 million (December 31, 2021: $ 8.4 million) recoverable from unrated retrocessionaires, of which $ 9.2 million (December 31, 2021: $ 8.2 million) were secured by cash, letters of credit and collateral held in trust accounts for the benefit of the Company and (ii) $ 3.8 million (December 31, 2021: $ 2.8 million) recoverable from retrocessionaires rated A- or above by A.M. Best. The Company regularly evaluates its net credit exposure to assess the ability of the retrocessionaires to honor their respective obligations. At December 31, 2022, the Company had recorded an allowance for expected credit losses of $ 0.1 million (December 31, 2021: $ 0.1 million). 9. SENIOR CONVERTIBLE NOTES On August 7, 2018, the Company issued $ 100.0 million of senior unsecured convertible notes (the “Notes”), which mature on August 1, 2023. The Notes bear interest at 4.0 %, payable semiannually on February 1 and August 1 of each year beginning February 1, 2019. Noteholders have the option, under certain conditions, to redeem the Notes prior to maturity. At December 31, 2022, the Company’s share price was lower than the conversion price of $ 17.19 per share. F-38 Link to Table of Contents If a holder redeems the Notes, the Company shall have the option to settle the conversion obligation in cash, ordinary shares of the Company, or a combination thereof pursuant to the terms of the indenture governing the Notes. Prior to January 1, 2022, the Company bifurcated the Notes into liability and equity components. Effective January 1, 2022, upon adoption of ASU 2020-06, the Company no longer bifurcates the Notes and presents the entire balance as a single liability on the Company’s consolidated balance sheets (see Note 2 for recently issued accounting standards adopted). The Company’s effective borrowing rate for non-convertible debt at the time of issuance of the Notes was estimated to be 6.0 %. The Company incurred issuance costs in connection with the issuance of the Notes. At December 31, 2022, the unamortized portion of these costs was $ 0.4 million (December 31, 2021: $ 1.0 million), which the Company expects to amortize through the maturity date. During the year ended December 31, 2022, the Company repurchased and canceled $ 20.4 million of the Notes. The carrying value of the Notes outstanding at December 31, 2022, including accrued interest of $ 1.3 million, was $ 80.5 million (December 31, 2021: $ 98.1 million). At December 31, 2022, the Company estimated the fair value of the Notes (excluding accrued interest) to be $ 77.1 million (December 31, 2021: $ 97.5 million) (see Note 4 Financial Instruments). For the year ended December 31, 2022, the Company recognized interest expenses of $ 4.2 million (2021: $ 6.3 million; 2020: $ 6.3 million), which included the interest coupon and the amortization of issuance costs. The comparative amounts for 2021 and 2020 also included the amortization of the discount. The Company was in compliance with all covenants relating to the Notes at December 31, 2022, and December 31, 2021. At December 31, 2022, the Company had a remaining obligation for interest and principal payments of $ 82.8 million during 2023. Subsequent to December 31, 2022, the Company repurchased and canceled $ 13.8 million of the Notes. 10. SHARE CAPITAL The holders of all ordinary shares are entitled to share equally in dividends declared by the Board of Directors. In the event of a winding-up or dissolution of the Company, the ordinary shareholders share equally and ratably in the Company’s assets after payment of all debts and liabilities and after the liquidation of any issued and outstanding preferred shares. The Board of Directors is authorized to establish the rights and restrictions for preferred shares as they deem appropriate. At December 31, 2022, no preferred shares were issued or outstanding. The Third Amended and Restated Memorandum and Articles of Association, as revised by special resolution on July 10, 2008 (the “Articles”), provide that the holders of Class A ordinary shares generally are entitled to one vote per share. However, except upon unanimous consent of the Board of Directors, no Class A shareholder is permitted to vote a number of shares that would cause any United States person to own (directly, indirectly, or constructively under applicable United States tax attribution and constructive ownership rules) 9.9 % or more of the total voting power of all issued and outstanding ordinary shares. The Articles further provide that the holders of Class B ordinary shares generally are entitled to ten votes per share. However, holders of Class B ordinary shares, together with their affiliates, are limited to voting that number of Class B ordinary shares equal to 9.5 % of the total voting power of the total issued and outstanding ordinary shares. Pursuant to the Shareholders’ Agreement, dated August 11, 2004, by and among the Company and certain of its shareholders (the “Shareholders’ Agreement”), the holders of at least 50 % of the outstanding Registrable Securities (as defined in the Shareholders’ Agreement), may, subject to certain conditions, request to have all or part of their Registrable Securities to be registered. The Shareholders’ Agreement requires, among other things, that the Company use its commercially reasonable best efforts to have a registration statement covering such Registrable Securities to be declared effective. The registration rights granted pursuant to the Shareholders’ Agreement are not deemed to be liabilities; therefore, there has been no recognition in the Company’s consolidated financial statements of the registration rights granted pursuant to the Shareholders’ Agreement. At December 31, 2022, the Company has an effective Form S-3 registration statement on file with the SEC for an aggregate principal amount of $ 200.0 million in securities. Under the Company’s stock incentive plan, the number of Class A ordinary shares authorized for issuance is 8.0 million shares. At December 31, 2022, 2,011,426 (December 31, 2021: 3,128,276 ) Class A ordinary shares remained available for future issuance under the Company’s stock incentive plan. The Compensation Committee of the Board of Directors administers the stock incentive plan. F-39 Link to Table of Contents The Board has adopted a share repurchase plan. The timing of such repurchases and the actual number of shares repurchased will depend on various factors, including price, market conditions, and applicable regulatory and corporate requirements. The Board of Directors has approved a share repurchase plan, which expires on June 30, 2023, authorizing the Company to repurchase up to $ 25.0 million of Class A ordinary shares or securities convertible into Class A ordinary shares in the open market through privately negotiated transactions or Rule 10b5-1 stock trading plans. The Company is not required to repurchase any of the Class A ordinary shares. The repurchase plan may be modified, suspended, or terminated at the election of our Board of Directors at any time without prior notice. The Company repurchased 4,933 Class A ordinary shares at an average price of $ 7.04 per share during the year ended December 31, 2022 (2021: 1,079,544 at an average price of $ 9.26 per share). All Class A ordinary shares repurchased are canceled immediately upon repurchase. The following table is a summary of ordinary shares issued and outstanding: 2022 2021 2020 Class A Class B Class A Class B Class A Class B Balance – beginning of year 27,589,731 6,254,715 28,260,075 6,254,715 30,739,395 6,254,715 Issue of ordinary shares, net of forfeitures 984,548 — 409,200 — 67,777 — Repurchase of ordinary shares ( 4,933 ) — ( 1,079,544 ) — ( 2,547,097 ) — Balance – end of year 28,569,346 6,254,715 27,589,731 6,254,715 28,260,075 6,254,715 Additional paid-in capital includes the premium per share paid by the subscribing shareholders for Class A and B ordinary shares, which have a par value of $ 0.10 each. It also includes the earned portion of the grant-date fair value of share-based awards that have not yet vested. Statutory Capital and Surplus Greenlight Re is subject to the Cayman Islands’ Insurance (Capital and Solvency) (Classes B, C, and D Insurers) Regulations, (2018 Revision) (the “Insurance Regulations”). The Insurance Regulations impose a Minimum Capital Requirement (“MCR”) of $ 50.0 million and a Prescribed Capital Requirement (“PCR”) on Greenlight Re which was $ 226.5 million at December 31, 2022 (2021: $ 222.6 million). At December 31, 2022, Greenlight Re’s statutory capital and surplus of $ 475.0 million exceeded the MCR and PCR. For the years ended December 31, 2022, 2021, and 2020, Greenlight Re’s net income was $ 32.3 million, $ 15.9 million, and $ 12.6 million, respectively. Greenlight Re is not required to prepare separate statutory financial statements for filing with CIMA. There were no material differences between Greenlight Re’s GAAP capital, surplus, and net income and its statutory capital, surplus, and net income at December 31, 2022 and 2021, and for the years then ended. At December 31, 2022, the Company was not restricted from payment of dividends to the Company’s shareholders. However, since most of the Company’s capital and retained earnings are invested in its subsidiaries, a dividend from one or more of the Company’s subsidiaries would likely be required to fund a dividend to the Company’s shareholders. Any dividends declared and paid from Greenlight Re to the Company would require CIMA’s approval. During the year ended December 31, 2022, $ 60.1 million of dividends (2021: $ 4.0 million, 2020: $ 39.5 million) were declared or paid by Greenlight Re to the Company. The dividends were approved by CIMA and resulted in the return of additional share capital to the Company. The dividends were used primarily to repurchase the Company’s Notes and pay interest on them. At December 31, 2022 and 2021, $ 248.5 million and $ 281.3 million, respectively, of Greenlight Re’s capital and surplus was available for distribution as dividends. GRIL is obligated to maintain a minimum level of statutory capital. At December 31, 2022 and 2021, GRIL met such requirements. At December 31, 2022 and 2021, GRIL’s statutory capital was $ 68.9 million and $ 65.2 million, respectively. At December 31, 2022, GRIL’s statutory minimum capital required under Solvency II was approximately $ 10.5 million (2021: $ 10.6 million). GRIL’s statutory net income (loss) was $ 4.6 million, $ 3.8 million and $( 2.6 ) million for the years ended December 31, 2022, 2021, and 2020, respectively. The amount of dividends that GRIL is permitted to distribute is limited to its retained earnings. The Central Bank of Ireland has powers to intervene if a dividend payment were to breach regulatory capital requirements. At December 31, 2022 and 2021, none of GRIL’s capital and surplus was available for distribution as dividends. F-40 Link to Table of Contents 11. SHARE-BASED COMPENSATION The Company has a stock incentive plan for directors, employees, and consultants administered by the Compensation Committee of the Board of Directors. Employee and Director Restricted Shares The restricted shares issued to certain employees contain restrictions relating to vesting, forfeiture in the event of termination of employment, transferability, and other matters. For the year ended December 31, 2022, the Company issued to non-employee directors an aggregate of 107,763 (2021: 74,769 , 2020: 71,330 ) restricted Class A ordinary shares as part of their remuneration for services to the Company. These restricted shares contain similar restrictions to those issued to employees. They will vest on the earlier of (i) the first anniversary of the date of the share issuance and (ii) the Company’s next annual general meeting, subject to the grantee’s continued service with the Company. During the vesting period, non-employee directors holding these restricted shares retain voting rights and are entitled to any dividends declared by the Company. For the year ended December 31, 2022, the Company issued 849,872 (2021: 334,312 , 2020: 306,264 ) Class A ordinary shares to employees pursuant to the Company’s stock incentive plan. The restricted shares granted to employees in 2022 include (i) restricted shares with both performance and service-based vesting conditions (“Performance RSs”) and (ii) restricted shares with only service-based vesting conditions (“Service RSs”). The Service RSs vest evenly each year on January 1, subject to the grantee’s continued service with the Company. If performance goals are achieved, the Performance RSs will cliff vest at the end of a three-year performance period within a range of 25 % and 100 % of the awarded Performance RSs, with a target of 50 %. During the vesting period, the holder of the Service RSs and Performance RSs retains voting rights but is entitled to any dividends declared by the Company only upon vesting. Prior to fiscal year 2022, the restricted shares granted to employees cliff vested three years after the date of issuance, subject to the grantee’s continued service with the Company. During the vesting period, the holder of the restricted shares retains voting rights and is entitled to any dividends declared by the Company. Prior to fiscal year 2021, the Company issued Class A ordinary shares to the Chief Executive Officer (“CEO”) pursuant to the Company’s stock incentive plan (“CEO RSs”). These shares contain performance and service conditions and certain restrictions relating to, among other things, vesting, forfeiture in the event of termination of the CEO’s employment, and transferability. The CEO RSs cliff vest five years after the date of issuance, subject to the performance condition being met and the CEO’s continued service with the Company. At December 31, 2022, there were 193,149 non-vested CEO RSs with a weighted average grant date fair value of $ 10.10 per share. As the performance conditions associated with these restricted shares have not been met, the Company recognized no compensation cost relating to the unvested CEO RSs for the years ended December 31, 2022, 2021, and 2020. The Company recognizes compensation expense associated with Performance RSs and Service RSs based on the fair value of the Company's Class A ordinary shares measured at the grant date. For Service RSs, the Company recognizes this expense on a straight-line basis over the requisite service period. For Performance RSs, the Company recognizes the associated compensation expense based on achieving established performance criteria during the performance period. For the year ended December 31, 2022, grantees forfeited 8,476 (2021: 20,592 , 2020: 462,388 ) restricted shares. For the year ended December 31, 2022, the Company reversed a nominal amount of stock compensation expense (2021: $ 0.1 million, 2020: $ 0.7 million) in relation to the forfeited restricted shares. The Company recorded $ 3.8 million of share-based compensation expense, net of forfeiture reversals, relating to restricted shares for the year ended December 31, 2022 (2021: $ 2.4 million, 2020: $ 1.0 million). At December 31, 2022, there was $ 3.3 million (2021: $ 2.7 million, 2020: $ 1.9 million) of unrecognized compensation cost relating to non-vested restricted shares (excluding CEO RSs), which the Company expects to recognize over a weighted-average period of 1.4 years (2021: 1.8 years, 2020: 1.5 years). For the year ended December 31, 2022, the total fair value of restricted shares vested was $ 2.5 million (2021: $ 1.6 million, 2020: $ 3.3 million). F-41 Link to Table of Contents The following table summarizes the activity for unvested outstanding restricted share awards during the years ended December 31, 2022, and 2021: Performance Restricted Shares Service Restricted Shares Number of non-vested restricted shares Weighted average grant date fair value Number of non-vested restricted shares Weighted average grant date fair value Balance at December 31, 2020 193,149 $ 10.10 504,400 $ 9.11 Granted — — 409,081 9.11 Vested — — ( 139,482 ) 11.53 Forfeited — — ( 20,592 ) 8.35 Balance at December 31, 2021 193,149 $ 10.10 753,407 8.68 Granted 601,213 6.82 356,422 7.02 Vested — — ( 268,457 ) 9.38 Forfeited — — ( 8,476 ) 7.67 Balance at December 31, 2022 794,362 $ 7.62 832,896 $ 7.76 Employee Restricted Stock Units The Company issues RSUs to certain employees as part of the stock incentive plan. Such RSUs contain restrictions relating to vesting, forfeiture in the event of termination of employment, transferability, and other matters. On the vesting date, the Company converts each RSU into one Class A ordinary share and issues new Class A ordinary shares from the shares authorized for issuance as part of the Company’s stock incentive plan. The RSUs granted to employees in 2022 include (i) RSUs with both performance and service-based vesting conditions (“Performance RSUs”) and (ii) RSUs with only service-based vesting conditions (“Service RSUs”). The Service RSUs vest evenly each year on January 1, subject to the grantee’s continued service with the Company. If performance goals are achieved, the Performance RSUs will cliff vest at the end of a three-year performance period within a range of 25 % and 100 % of the awarded Performance RSUs, with a target of 50 %. The Company recognizes compensation expense associated with Performance RSUs and Service RSUs based on the fair value of the Company's Class A ordinary shares measured at the grant date. For Service RSUs, the Company recognizes this expense on a straight-line basis over the requisite service period. For Performance RSUs, the Company recognizes the associated compensation expense based on achieving established performance criteria during the performance period. Prior to 2022, the RSUs issued to employees cliff vested three years after the date of issuance, subject to the grantee’s continued service with the Company. For the year ended December 31, 2022, the Company issued 159,215 (2021: 58,123 , 2020: 60,622 ) RSUs to employees pursuant to the Company’s stock incentive plan. For the year ended December 31, 2022, no RSUs were forfeited (2021: nil ; 2020: nil ). The Company recorded $ 0.7 million of share-based compensation expense relating to RSUs for the year ended December 31, 2022 (2021: $ 0.4 million, 2020: $ 0.4 million). At December 31, 2022, the total compensation cost related to non-vested RSUs not yet recognized was $ 0.6 million (2021: $ 0.5 million), which the Company expects to recognize over a weighted-average period of 1.6 years (2021: 1.8 years). F-42 Link to Table of Contents Employee RSU activity during the years ended December 31, 2022, and 2021 was as follows: Performance Restricted Stock Units Service Restricted Stock Units Number of non-vested RSUs Weighted average grant date fair value Number of non-vested RSUs Weighted average grant date fair value Balance at December 31, 2020 — $ — 116,722 $ 9.60 Granted — — 58,123 9.18 Vested — — ( 20,711 ) 15.90 Forfeited — — — — Balance at December 31, 2021 — $ — 154,134 8.59 Granted 105,008 6.82 54,207 6.82 Vested — — ( 35,389 ) 10.84 Forfeited — — — — Balance at December 31, 2022 105,008 $ 6.82 172,952 $ 7.58 Employee and Director Stock Options For the years ended December 31, 2022, 2021, and 2020, no Class A ordinary share purchase options were granted or exercised by directors or employees. For the year ended December 31, 2022, 45,290 (2021: 100,000 ) Class A ordinary share purchase options expired, and 80,000 (2021: 80,000 ) stock options vested. When the Company grants stock options, it reduces the corresponding number from the shares authorized for issuance as part of the Company’s stock incentive plan. The Board of Directors does not currently anticipate that the Company will declare any dividends during the expected term of the options. The Company uses graded vesting for expensing employee stock options. The total compensation cost expensed relating to stock options for the year ended December 31, 2022, was $ 0.2 million (2021: $ 0.4 million, 2020: $ 0.6 million). At December 31, 2022, the total compensation cost related to non-vested options not yet recognized was $ 0.1 million (2021: $ 0.3 million), which will be recognized over a weighted-average period of 0.5 years (2021: 1.2 years), assuming the grantee completes the service period for vesting of the options. Employee and director stock option activity during the years ended December 31, 2022, 2021, and 2020 was as follows: Number of options outstanding Weighted average exercise price Weighted average grant date fair value Intrinsic value ($ in millions) Weighted average remaining contractual term Balance at December 31, 2019 875,627 $ 22.68 $ 10.25 $ — 5.8 years Expired ( 40,000 ) 32.42 10.39 Balance at December 31, 2020 835,627 22.22 10.25 — 5.1 years Expired ( 100,000 ) 21.25 10.32 Balance at December 31, 2021 735,627 22.35 10.23 — 4.7 years Expired ( 45,290 ) 23.80 11.04 Balance at December 31, 2022 690,337 $ 22.25 $ 10.18 $ — 4.0 years The following table summarizes information about options exercisable for the periods indicated: December 31, 2022 December 31, 2021 December 31, 2020 Number of options exercisable 610,337 575,627 595,627 Weighted-average exercise price $ 22.39 $ 22.67 $ 22.63 Weighted-average remaining contractual term 3.9 4.5 4.5 Intrinsic value ($ in millions) $ — $ — $ — During the year ended December 31, 2022, 80,000 (2021: 80,000 , 2020: 80,000 ) options vested. They had a weighted average grant date fair value of $ 9.60 (2021: $ 9.60 , 2020: $ 9.60 ). F-43 Link to Table of Contents Stock Compensation Expense For the years ended December 31, 2022, 2021, and 2020, the combined stock compensation expense (net of forfeitures), which was included in the caption “General and administrative expenses” in the Company’s consolidated statements of operations, was $ 4.7 million, $ 3.2 million and $ 2.5 million, respectively. 12. NET INVESTMENT INCOME (LOSS) A summary of net investment income (loss) for the years ended December 31, 2022, 2021, and 2020 is as follows: 2022 2021 2020 ($ in thousands) Interest and dividend income, net of withholding taxes $ 10,865 $ 200 $ 5,419 Change in unrealized gains and losses 9,858 19,560 25,909 Investment-related foreign exchange gains (losses) ( 185 ) ( 45 ) 39 Interest, dividend, and other expenses ( 6,399 ) ( 1,860 ) ( 1,875 ) Realized gains (losses) — 14,210 ( 9,234 ) Income (loss) from equity method investment — — 843 Net investment-related income (loss) 14,139 32,065 21,101 Income (loss) from investments in related party investment fund 54,844 18,087 4,431 Total investment income (loss) $ 68,983 $ 50,152 $ 25,532 “Income (loss) from investments in related party investment fund” reflects the equity in earnings (loss) of SILP (see Note 3). "Change in unrealized gains and losses” for the year ended December 31, 2022, includes net unrealized gains of $ 9.9 million (2021: $ 19.5 million, 2020: $ 10.2 million) on Innovations-related investments. For the year ended December 31, 2021, the realized gains of $ 14.2 million related to the sale of a strategic investment. 13. TAXATION Each of the Company and Greenlight Re intends to conduct all of its operations in a manner that will not cause it to be treated as engaging in a trade or business within the United States and will not cause it to be subject to current U.S. federal income taxation on its net income. However, because there are no definitive standards provided by the Internal Revenue Code, regulations, or court decisions as to the specific activities that constitute “engaged in the conduct of a trade or business within the United States,” and as any such determination is essentially factual in nature, there can be no assurance that the IRS will not successfully assert that the Company or Greenlight Re is engaged in a trade or business within the U.S. At December 31, 2022, the Company recorded a gross deferred tax asset of $ 2.8 million (2021: $ 3.2 million) and a deferred tax asset valuation allowance of $ 2.3 million (2021: $ 2.7 million). The net deferred tax asset is included in the caption “Other assets” in the Company’s consolidated balance sheets. The Company has determined that it is more likely than not that it will fully realize the recorded deferred tax asset (net of the valuation allowance) in the future. The Company has based this determination on the expected timing of the reversal of the temporary differences and the likelihood of generating sufficient taxable income to realize the future tax benefit. At December 31, 2022, GRIL had a net operating loss carryforward of $ 20.4 million (2021: $ 25.8 million) which can be carried forward indefinitely. F-44 Link to Table of Contents The following table sets forth our current and deferred income tax benefit (expense) on a consolidated basis for the years ended December 31, 2022, 2021, and 2020: 2022 2021 2020 ($ in thousands) Current tax (expense) benefit $ ( 671 ) $ ( 3,997 ) $ ( 48 ) Tax recovered 1,487 — — Deferred tax (expense) benefit ( 442 ) ( 3 ) 5 Decrease (increase) in deferred tax valuation allowance 442 254 ( 381 ) Income tax (expense) benefit $ 816 $ ( 3,746 ) $ ( 424 ) Federal Excise Taxes The United States imposes an excise tax on reinsurance premiums paid to non-U.S. insurers or reinsurers with respect to risks located in the United States. Unless exempted or reduced by an applicable U.S. tax treaty, the tax rate is 1.0 % for all reinsurance premiums. The Company incurs federal excise taxes on certain reinsurance transactions, including amounts ceded through intercompany transactions. For the years ended 2022, 2021, and 2020, the Company incurred approximately $ 2.4 million, $ 3.3 million, and $ 3.6 million, respectively, of federal excise taxes, net of any refunds received. These amounts are included in the caption “Acquisition costs” in the Company’s consolidated statements of operations. 14. RELATED PARTY TRANSACTIONS Investment Advisory Agreement Each of DME, DME II, and DME Advisors is an affiliate of the Chairman and, therefore, is a related party to the Company. The Company has entered into the SILP LPA (as described in Note 3 of the consolidated financial statements). DME II receives a performance allocation equal to (with capitalized terms having the meaning provided under the SILP LPA) (a) 10 % of the portion of the Positive Performance Change for each limited partner’s capital account that is less than or equal to the positive balance in such limited partner’s Carryforward Account, plus (b) 20 % of the portion of the Positive Performance Change for each limited partner’s capital account that exceeds the positive balance in such limited partner’s Carryforward Account. The Carryforward Account for Greenlight Re and GRIL includes the amount of investment losses to be recouped, including any loss generated on the assets invested in SILP, subject to adjustments for redemptions. The loss carry-forward provision in the SILP LPA allows DME II to earn a reduced performance allocation of 10 % of profits in years subsequent to any year in which SILP has incurred a loss until all losses are recouped, and an additional amount equal to 150 % of the loss is earned. In accordance with the SILP LPA, DME Advisors constructs a levered investment portfolio as agreed by the Company (the “Investment Portfolio” as defined in the SILP LPA). On September 1, 2018, SILP entered into the IAA with DME Advisors, which entitles DME Advisors to a monthly management fee equal to 0.125 % ( 1.5 % on an annual basis) of each limited partner’s Investment Portfolio. The IAA has an initial term ending on August 31, 2023, subject to an automatic extension for successive three-year terms. For a detailed breakdown of management fees and performance compensation for the years ended December 31, 2022, 2021, and 2020, refer to Note 3 of the consolidated financial statements. Pursuant to the SILP LPA and the IAA, the Company has agreed to indemnify DME, DME II, and DME Advisors for any expense, loss, liability, or damage arising out of any claim asserted or threatened in connection with DME Advisors serving as the Company’s or SILP’s investment advisor. The Company will reimburse DME, DME II, and DME Advisors for reasonable costs and expenses of investigating and defending such claims provided such claims were not caused due to gross negligence, breach of contract, or misrepresentation by DME, DME II, or DME Advisors. The Company incurred no indemnification amounts during the periods presented. F-45 Link to Table of Contents Green Brick Partners, Inc. David Einhorn also serves as the Chairman of the Board of Directors of Green Brick Partners, Inc. (“GRBK”), a publicly-traded company. At December 31, 2022, SILP, along with certain affiliates of DME Advisors, collectively owned 37.2 % of the issued and outstanding common shares of GRBK. Under applicable securities laws, DME Advisors may sometimes be limited in its ability to trade GRBK shares held in SILP. At December 31, 2022, SILP held 2.7 million shares of GRBK. Service Agreement The Company has entered into a service agreement with DME Advisors, pursuant to which DME Advisors provides certain investor relations services to the Company for compensation of five thousand dollars per month (plus expenses). The agreement automatically renews annually until terminated by either the Company or DME Advisors for any reason with 30 days prior written notice to the other party. Collateral Assets Investment Management Agreement Effective January 1, 2019, the Company (and its subsidiaries) entered into a collateral assets investment management agreement (the “CMA”) with DME Advisors, pursuant to which DME Advisors manages certain assets of the Company that are not subject to the SILP LPA and are held by the Company to provide collateral required by the cedents in the form of trust accounts and letters of credit. In accordance with the CMA, DME Advisors receives no fees and is required to comply with the collateral investment guidelines. The CMA can be terminated by any of the parties upon 30 days’ prior written notice to the other parties. 15. COMMITMENTS AND CONTINGENCIES Letters of Credit and Trusts At December 31, 2022, the Company had one letter of credit facility, which automatically renews each year unless terminated by either party in accordance with the applicable required notice period: Maximum Facility Limit Termination Date Notice period required for termination ($ in thousands) Citibank Europe plc $ 275,000 August 20, 2023 120 days before the termination date At December 31, 2022, an aggregate amount of $ 203.9 million (December 31, 2021: $ 136.8 million) in letters of credit was issued under the credit facility. At December 31, 2022, the Company had pledged total cash and cash equivalents with a fair value in the aggregate of $ 204.7 million (December 31, 2021: $ 137.6 million) as collateral against the letters of credit issued and included in the caption “Restricted cash and cash equivalents” in the Company’s consolidated balance sheets. The credit facility contains customary events of default and restrictive covenants, including but not limited to limitations on liens on collateral, transactions with affiliates, mergers, and sales of assets, as well as solvency and maintenance of certain minimum pledged equity requirements. It also restricts the issuance of any debt without the consent of the letter of credit provider. Additionally, if an event of default exists, as defined in the letter of credit facility, Greenlight Re will be prohibited from paying dividends to its parent company. The Company was in compliance with all the credit facility covenants at December 31, 2022 and 2021. The Company has also established regulatory trust arrangements for certain cedents. At December 31, 2022, collateral of $ 463.7 million (December 31, 2021: $ 497.1 million) was provided to cedents in the form of regulatory trust accounts and included in the caption “Restricted cash and cash equivalents” in the Company’s consolidated balance sheets. Lease Obligations The Company has determined that its lease agreements for office space qualify as operating lease arrangements. At the commencement date, the Company determined the lease term by assuming the exercise of those renewal options deemed reasonably certain. The exercise of lease renewal options is at the Company's sole discretion, and these options do not contain any material residual value guarantees or material restrictive covenants. The Company’s weighted-average remaining operating lease term is approximately 4.0 years at December 31, 2022. F-46 Link to Table of Contents As the lease contracts generally do not provide an implicit discount rate, the Company used the weighted-average discount rate of 6.0 % to determine the present value of lease payments. This discount rate represents the Company’s incremental borrowing rate for a term similar to that of the associated lease based on information available at the commencement date, The Company has made an accounting policy election not to include renewal, termination, or purchase options that are not reasonably certain of exercise when determining the borrowing term. At December 31, 2022, the right-of-use assets and lease liabilities relating to the operating leases were $ 1.9 million and $ 2.0 million, respectively (2021: $ 2.4 million and $ 2.5 million, respectively). The operating expense for the year ended December 31, 2022, was $ 0.6 million (2021: $ 0.4 million, 2020: $ 0.2 million). At December 31, 2022, the commitment for operating lease liabilities for future annual periods was as follows: Year ending December 31, ($ in thousands) 2023 $ 618 2024 634 2025 651 2026 350 2027 — Thereafter — Total lease payments 2,253 Less Imputed Interest ( 254 ) Present value of lease liabilities $ 1,999 Litigation From time to time, in the ordinary course of business, the Company may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation. The outcomes of these procedures determine the rights and obligations under the Company’s reinsurance contracts and other contractual agreements. In some disputes, the Company may seek to enforce its rights under an agreement or collect funds owed. In other matters, the Company may resist attempts by others to collect funds or enforce alleged rights. While the Company cannot predict the outcome of legal disputes with certainty, the Company does not believe that any existing dispute, when finally resolved, will have a material adverse effect on the Company’s business, financial condition, or operating results. F-47 Link to Table of Contents 16. SEGMENT REPORTING The Company has one operating segment, Property & Casualty Reinsurance. A significant portion of the Company’s business is sourced through reinsurance brokers. The following table sets forth the brokers and their subsidiaries that generated more than 10% of our premiums for the years ended December 31, 2022, 2021 and 2020: Year ended December 31, Broker ($ in thousands) 2022 Aon Benfield $ 159,421 28.3 % Gallagher Re 91,239 16.2 % 44.5 % 2021 Guy Carpenter (Marsh) $ 178,336 31.5 % Aon Benfield 139,044 24.6 % BMS Group 63,958 11.3 % 67.4 % 2020 Guy Carpenter (Marsh) $ 195,274 40.7 % Trean Re 112,659 23.5 % 64.2 % F-48 Link to Table of Contents The following tables provide a breakdown of the Company’s gross premiums written by line and class of business, and by geographic area of risks insured for the periods indicated: Gross Premiums Written by Line of Business Year ended December 31 2022 2021 2020 ($ in thousands) Property Commercial $ 14,750 2.6 % $ 10,853 1.9 % $ 11,190 2.3 % Motor 2,346 0.4 29,953 5.3 33,054 6.9 Personal 68,227 12.2 12,141 2.1 14,219 3.0 Total Property 85,323 15.2 52,947 9.4 58,463 12.2 Casualty General Liability 60,276 10.7 18,037 3.2 4,228 0.9 Motor Liability 8,601 1.6 118,251 20.9 127,379 26.5 Professional Liability 1,921 0.3 316 0.1 204 — Workers' Compensation 28,381 5.0 62,188 11.0 82,189 17.1 Multi-line 225,924 40.1 180,321 31.9 88,237 18.4 Total Casualty 325,103 57.7 379,113 67.1 302,237 63.0 Other Accident & Health 8,947 1.6 31,612 5.6 56,284 11.7 Financial 66,528 11.8 66,612 11.8 23,231 4.8 Marine 22,700 4.0 10,652 1.9 770 0.2 Other Specialty 54,570 9.7 24,457 4.3 38,806 8.1 Total Other 152,745 27.1 133,333 23.6 119,091 24.8 $ 563,171 100.0 % $ 565,393 100.0 % $ 479,791 100.0 % Gross Premiums Written by Geographic Area of Risks Insured Year ended December 31 2022 2021 2020 ($ in thousands) U.S. and Caribbean $ 295,428 52.4 % $ 316,015 55.9 % $ 390,000 81.3 % Worldwide (1) 242,561 43.1 240,285 42.5 84,204 17.5 Asia 20,334 3.6 4,609 0.8 5,587 1.2 Europe 4,848 0.9 4,484 0.8 — — $ 563,171 100.0 % $ 565,393 100.0 % $ 479,791 100.0 % (1) “Worldwide” is composed of contracts that reinsure risks in more than one geographic area and may include risks in the U.S. F-49 Link to Table of Contents SCHEDULE I GREENLIGHT CAPITAL RE, LTD. SUMMARY OF INVESTMENTS — OTHER THAN INVESTMENTS IN RELATED PARTIES AS OF DECEMBER 31, 2022 (expressed in thousands of U.S. dollars) Type of Investment Cost Fair Value Balance Sheet Value ($ in thousands) Other investments Private investments and unlisted equities $ 22,787 $ 62,433 $ 62,433 Debt and convertible debt securities 1,846 1,846 1,846 Certificates of deposit 6,000 6,000 6,000 Total other investments 30,633 70,279 70,279 Total investments $ 30,633 $ 70,279 $ 70,279 F-50 Link to Table of Contents SCHEDULE II GREENLIGHT CAPITAL RE, LTD. CONDENSED FINANCIAL INFORMATION OF REGISTRANT CONDENSED BALANCE SHEETS — PARENT COMPANY ONLY (expressed in thousands of U.S. dollars) December 31, 2022 December 31, 2021 ($ in thousands) Assets Cash and cash equivalents $ 975 $ 485 Investment in subsidiaries 554,438 576,287 Due from subsidiaries 28,400 — Other assets 753 — Total assets $ 584,566 $ 576,772 Liabilities and equity Liabilities Convertible senior notes payable $ 80,534 $ 98,057 Other liabilities 81 150 Due to subsidiaries 831 2,902 Total liabilities 81,446 101,109 Shareholders’ equity Share capital 3,482 3,384 Additional paid-in capital 478,439 481,784 Retained earnings (deficit) 21,199 ( 9,505 ) Total shareholders’ equity 503,120 475,663 Total liabilities and equity $ 584,566 $ 576,772 GREENLIGHT CAPITAL RE, LTD. CONDENSED FINANCIAL INFORMATION OF REGISTRANT CONDENSED STATEMENT OF OPERATIONS — PARENT COMPANY ONLY (expressed in thousands of U.S. dollars) Year ended December 31 2022 2021 2020 ($ in thousands) Revenue Net investment income $ 1 $ 22 $ 141 Other income (expense) 366 — — Total revenues 367 22 141 Expenses General and administrative expenses 6,887 4,263 3,485 Interest expense 4,201 6,263 6,280 Total expenses 11,088 10,526 9,765 Net income (loss) before equity in earnings of consolidated subsidiaries ( 10,721 ) ( 10,504 ) ( 9,624 ) Equity in earnings of consolidated subsidiaries 36,063 28,082 13,490 Consolidated net income (loss) $ 25,342 $ 17,578 $ 3,866 Comprehensive income (loss) $ 25,342 $ 17,578 $ 3,866 F-51 Link to Table of Contents SCHEDULE II (continued) GREENLIGHT CAPITAL RE, LTD. CONDENSED FINANCIAL INFORMATION OF REGISTRANT CONDENSED STATEMENTS OF CASH FLOWS — PARENT COMPANY ONLY (expressed in thousands of U.S. dollars) Year ended December 31 2022 2021 2020 ($ in thousands) Cash provided by (used in) operating activities Net income (loss) $ 25,342 $ 17,578 $ 3,866 Adjustments to reconcile net income or loss to net cash provided by (used in) operating activities Equity in earnings of consolidated subsidiaries ( 36,063 ) ( 28,082 ) ( 13,490 ) Net realized gain on repurchase of convertible senior notes payable ( 343 ) — — Net change in unrealized gains and losses on investments — — — Share-based compensation expense 4,028 2,813 2,124 Amortization and interest expense, net of change in accruals 79 2,263 2,280 Net change in Due from subsidiaries ( 28,400 ) — 8,200 Other assets ( 753 ) — — Other liabilities ( 69 ) 150 ( 1,611 ) Due to subsidiaries ( 2,071 ) 1,050 ( 3,346 ) Net cash provided by (used in) operating activities ( 38,250 ) ( 4,228 ) ( 1,977 ) Investing activities Sale of investments — — 1,000 Change in note receivable — 10,706 ( 237 ) Contributed surplus to subsidiaries, net 58,568 4,000 19,000 Net cash provided by (used in) investing activities 58,568 14,706 19,763 Financing activities Repurchases of convertible senior notes payable ( 19,793 ) — — Repurchase of Class A ordinary shares ( 35 ) ( 10,000 ) ( 17,781 ) Net cash provided by (used in) financing activities ( 19,828 ) ( 10,000 ) ( 17,781 ) Net increase (decrease) in cash and cash equivalents 490 478 5 Cash and cash equivalents at beginning of the year 485 7 2 Cash and cash equivalents at end of the year $ 975 $ 485 $ 7 Supplementary information Non cash consideration from (to) subsidiaries, net $ ( 656 ) $ ( 415 ) $ ( 351 ) F-52 Link to Table of Contents SCHEDULE III GREENLIGHT CAPITAL RE, LTD. SUPPLEMENTARY INSURANCE INFORMATION AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2021, AND 2020 (expressed in thousands of U.S. dollars) Year Segment Deferred acquisition costs, net Reserves for losses and loss adjustment expenses – gross Unearned premiums – gross Net premiums earned Total investment related income (loss) Net losses, and loss adjustment expenses Amortization of deferred acquisition costs Other operating expenses Gross premiums written 2022 Property & Casualty $ 82,391 $ 555,468 $ 307,820 $ 469,477 $ 68,983 $ 316,485 $ 143,148 $ 31,606 $ 563,171 2021 Property & Casualty $ 63,026 $ 524,010 $ 227,584 $ 539,279 $ 50,152 $ 374,980 $ 144,960 $ 29,369 $ 565,393 2020 Property & Casualty $ 51,014 $ 494,179 $ 201,089 $ 455,411 $ 25,532 $ 337,833 $ 109,288 $ 26,401 $ 479,791 SCHEDULE IV GREENLIGHT CAPITAL RE, LTD. SUPPLEMENTARY REINSURANCE INFORMATION AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2022, 2021, AND 2020 (expressed in thousands of U.S. dollars) Year Segment Direct gross premiums Premiums ceded to other companies Premiums assumed from other companies Net written premiums Percentage of amount assumed to net 2022 Property & Casualty $ — $ 33,429 $ 563,171 $ 529,742 106 % 2021 Property & Casualty $ — $ 41 $ 565,393 $ 565,352 100 % 2020 Property & Casualty $ — $ 2,268 $ 479,791 $ 477,523 100 % F-53