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Item 9A. Controls and Procedures

2024-03-05 compared with 2023-03-08 · 672 added, 747 removed, 1284 unchanged (52% of the section changed)

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.

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Evaluation of Disclosure Controls and Procedures

Management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(f) and 15(d)-15 of the Exchange Act at December 31, 2023.

Based on upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2023.

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

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

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GAAP and includes those policies and procedures that:

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● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

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Based on this evaluation, our management concluded that our system of internal control over financial reporting was effective as of December 31, 2023.

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.

Deloitte Ltd., an independent registered public accounting firm, which has audited the financial statements included in this Annual Report on 10-K, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2023, as required under this Item 9A, which is included herein.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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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

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material respects.

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 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.

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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;

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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.

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OTHER INFORMATION

Our directors and executive officers may purchase or sell shares of our ordinary shares in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and in compliance with guidelines specified by the Company.

In accordance with Rule 10b5-1 and our insider trading policy, directors, officers, and certain employees who, at such time, are not in possession of material non-public information about the Company are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s stock, including shares acquired pursuant to the Company’s equity plans (“Rule 10b5-1 Trading Plans”).

Under Rule 10b5-1 Trading Plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them.

During the three months ended December 31, 2023, we did no t have any Rule 10b5-1 trading arrangements or any “non-Rule 10b5-1 arrangements” (as defined in Item 408(a) of Regulation S-K) in place for our directors and officers.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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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) .

3.1 Fourth Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on July 27, 2023).

Description of Registrant’s Securities .

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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).

2023 Omnibus Incentive Plan (incorporated by reference to Appendix E of the Registrant’s Definitive Proxy Statement filed April 26, 2023)

10.3 (1) Form of Stock Option Agreement (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement No.

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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) .

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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).

Collateral Assets Investment Management Agreement among DME Advisors, LP, Greenlight Reinsurance, Ltd.

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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) .

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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).

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) .

Restricted Stock Award Agreement by and between Greenlight Capital Re, Ltd.

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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).

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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).

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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)

Amended and Restated Employment Agreement, dated as of March 6, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd.

and Faramarz Romer (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on March 9, 2023).

Deed of Settlement and Release, dated as of March 6, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd.

and Neil Greenspan (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on March 9, 2023).

Employment Agreement dated March 6, 2023 , by and amo ng Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd.

a nd David Sigmon .

Credit Agreement, dated as of June 16, 2023, among the Company, as borrower, the subsidiaries of the Company party thereto, as subsidiary guarantors, the lenders party thereto, and CIBC Bank USA, as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on June 22, 2023).

Employment Agreement, dated as of November 3, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd.

and Greg Richardson (incorporated by reference to Exhibit 10.1 of the Company ’ s Form 8-K filed on June 22, 2 023) .

Deed of Settlement and Release, dated as of November 3, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd.

and Simon Burton (incorporated by reference to Exhibit 10.2 of the Company ’ s Form 8- K on No vember 11, 2023) .

C redit Agreement, dated as of December 22, 2 023, by and between Greenlight Reinsurance , Ltd.

and CIBC Bank USA, as lender .

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Stock Option Agreement by and between Greenlight Capital Re, Ltd.

and Gregory Richardson dated January 4 , 20 24 .

C onsulting Agreement , dated as of March 6, 2023, by and amo ng Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd.

and Neil Greenspan (incor porated by reference to Exhibit 10.3 of the Company ’ s Form 8-K filed on March 9, 2023).

21.1 Subsidiaries of the registrant.

23.1 Consent of Deloitte Ltd.

23.2 Consent of BDO USA, LLP.

23.2 Consent of BDO USA, P.C .

23.3 Consent of Ernst & Young Ltd.

Power of Attorney (included as part of signature page hereto)

31.1 Certification of the Chief Executive Officer of Greenlight Capital Re, Ltd.

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furnished herewith pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Greenlight Capital Re, Lt d.

Clawback Policy

99.1* Audited Financial Statements of Solasglas Investments, LP as of and for the year ended December 31, 2023.

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and (v) the Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

(1) Management contract or compensatory plan or arrangement.

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GREENLIGHT CAPITAL RE, LTD.

/s/ Simon Burton

/s/ Gregory Richardson

Gregory Richardson

Chief Executive Officer

March 5, 2024

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.

POWER OF ATTORNEY

We, the undersigned directors and executive officers of Greenlight Capital Re, Ltd., hereby appoint Faramarz Romer and David Sigmon, and each of them singly, as our true and lawful attorneys with full power to them to sign for us, and in our name in the capacities indicated below, any and all amendments to the Annual Report on Form 10-K filed with the SEC, hereby ratifying and confirming our signatures as they may be signed by our said attorneys to any and all amendments to said Annual Report on Form 10-K.

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 indicated on March 5, 2024.

EINHORN /s/ LEONARD GOLDBERG

Director Leonard Goldberg

March 8, 2023 March 8, 2023

/s/ URSULINE FOLEY /s/ BRYAN MURPHY

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Director Bryan Murphy

March 8, 2023 March 8, 2023

/s/ IAN ISAACS /s/ VICTORIA GUEST

Director Victoria Guest

March 8, 2023 March 8, 2023

/s/ NEIL GREENSPAN /s/ JOHNNY FERRARI

Neil Greenspan

/s/ FARAMARZ ROMER /s/ JOHNNY FERRARI

Faramarz Romer

Chief Financial Officer

(principal financial and accounting officer) Johnny Ferrari

March 8, 2023 March 8, 2023

/s/ SIMON BURTON /s/ JOSEPH PLATT

/s/ GREGORY RICHARDSON /s/ JOSEPH PLATT

Gregory Richardson

Director and Chief Executive Officer

(principal executive officer) Joseph Platt

March 8, 2023 March 8, 2023

/s/ DANIEL ROITMAN

Daniel Roitman

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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.

(the "Company") as of December 31, 2023 and 2022, 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, 2023, and the related notes and the schedules listed in the Index at Item 18 (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, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, 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, 2023, 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 5, 2024, 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.

We did not audit the financial statements of Solasglas Investments, LP, an equity method investment of the Company, as of December 31, 2023 and 2022, and for each of the two years in period ended December 31, 2023.

The Company’s investment in Solasglas Investments, LP as of December 31, 2023 and 2022 was $258.9 million and $178.2 million, respectively, and its equity in net income of Solasglas Investments, LP was $28.7 million and $54.8 million for the years ended December 31, 2023 and 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.

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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.

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reserves involved especially subjective auditor judgment and an increased extent of effort, including the involvement of our actuarial specialists.

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 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

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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.

We have audited the accompanying consolidated statements of operations, changes in shareholders’ equity, and cash flows of Greenlight Capital Re, Ltd.

(the “Company”) for the year 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 results of its operations and its cash flows for the year 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, for the year ended December 31, 2021.

The Company’s equity in net income of Solasglas Investments, LP was $18.1 million for the year ended December 31, 2021.

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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.

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 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.

Our audit 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.

Our audit 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 audit provides a reasonable basis for our opinion.

/s/ BDO USA, LLP.

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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”).

We have audited the accompanying statements of financial condition of Solasglas Investments, LP (the “Partnership”), including the condensed schedules of investments, as of December 31, 2023 and 2022, the related statements of operations and performance allocation, changes in partners’ capital and cash flows for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, 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, 2023 and 2022, and the results of its operations, changes in its partners’ capital and its cash flows for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 in conformity with U.S.

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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.

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

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December 31, 2023 December 31, 2022

Investment in related party investment fund $ 178,197 $ 183,591

Investment in related party investment fund, at fair value $ 258,890 $ 178,197

Other investments 73,293 70,279

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Restricted cash and cash equivalents 604,648 668,310

Reinsurance balances receivable (net of allowance for expected credit losses of $ 356 and $ 89 )

Reinsurance balances receivable (net of allowance for expected credit losses of 2023:

$ 854 and 2022:

619,401 505,555

Loss and loss adjustment expenses recoverable (net of allowance for expected credit losses of $ 62 and $ 47 )

Loss and loss adjustment expenses recoverable (net of allowance for expected credit losses of 2023:

$ 487 and 2022:

25,687 13,239

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Other liabilities 11,795 6,397

Convertible senior notes payable 80,534 98,057

Debt 73,281 80,534

Total liabilities 1,139,212 1,077,261

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Preferred share capital (par value $ 0.10 ;

authorized, 50,000,000 ;

Ordinary share capital (Class A:

Ordinary share capital (par value $ 0.10 ;

issued and outstanding, 35,336,732 (2022:

par value $ 0.10 ;

authorized, 100,000,000 ;

issued and outstanding, 28,569,346 :

27,589,731 ):

par value $ 0.10 ;

authorized, 25,000,000 ;

issued and outstanding, 6,254,715 )

Additional paid-in capital 484,532 478,439

Retained earnings (deficit) 21,199 ( 9,505 )

Retained earnings 108,029 21,199

Total shareholders' equity 596,095 503,120

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Net premiums earned 583,147 469,477 539,279

Income (loss) from investment in related party investment fund (net of related party expenses of $ 9,674 , $ 5,502 , and $ 3,251 , respectively)

Income from investment in related party investment fund (net of related party expenses of $ 7,954 , $ 9,674 , and $ 5,502 , respectively)

28,696 54,844 18,087

Net investment income (loss) 14,139 32,065 21,101

Net investment income 37,367 14,139 32,065

Foreign exchange gains (losses) 11,566 ( 5,988 ) ( 1,540 )

Other income (expense), net 6,306 ( 5,789 ) 660

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Total expenses 580,152 502,157 567,227

Income (loss) before income tax 24,526 21,324 4,290

Income before income tax 86,930 24,526 21,324

Income tax (expense) benefit ( 100 ) 816 ( 3,746 )

Net income (loss) $ 25,342 $ 17,578 $ 3,866

Earnings (loss) per share (Class A and Class B) (Note 2)

Net income $ 86,830 $ 25,342 $ 17,578

Earnings per share

Basic $ 2.55 $ 0.75 $ 0.51

Diluted $ 2.50 $ 0.73 $ 0.51

Weighted average number of ordinary shares used in the determination of earnings and loss per share (Note 2)

Weighted average number of ordinary shares used in the determination of earnings and loss per share

Basic 34,067,974 33,908,156 34,204,364

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Balance - beginning of period $ 3,482 $ 3,384 $ 3,452

Issue of Class A ordinary shares, net of forfeitures 99 41 8

Repurchase of Class A ordinary shares ( 1 ) ( 109 ) ( 255 )

Issue of ordinary shares, net of forfeitures 52 99 41

Repurchase of ordinary shares — ( 1 ) ( 109 )

Balance - end of period 3,534 3,482 3,384

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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 )

Repurchase of ordinary shares — ( 34 ) ( 9,891 )

Share-based compensation expense 6,093 4,585 3,187

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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

Net income 86,830 25,342 17,578

Balance - end of period 108,029 21,199 ( 9,505 )

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2023 2022 2021

Cash provided by (used in) operating activities

Net income (loss) $ 25,342 $ 17,578 $ 3,866

Cash flows from operating activities

Net income $ 86,830 $ 25,342 $ 17,578

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 )

Income from investments in related party investment fund ( 28,696 ) ( 54,844 ) ( 18,087 )

Net realized gain on repurchase of convertible senior notes payable ( 265 ) ( 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 )

Net realized and unrealized losses (gains) on other investments ( 1,738 ) ( 9,858 ) ( 33,770 )

Net realized and unrealized losses on derivatives 577 — —

Current expected credit losses recognized on reinsurance assets 923 282 —

Share-based compensation expense 6,145 4,684 3,228

Amortization and interest expense, net of change in accruals 79 2,263 2,280

Accretion of debt offering costs and change in interest accruals ( 1,696 ) 79 2,263

Depreciation expense — — 16

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Unearned premiums ceded 892 ( 18,111 ) ( 42 )

Other assets, excluding depreciation ( 134 ) ( 2,908 ) ( 850 )

Loss and loss adjustment expense reserves 106,086 31,458 29,831

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Funds withheld ( 4,618 ) 18,115 ( 683 )

Other liabilities ( 767 ) 2,155 ( 1,816 )

Other items, net 5,511 ( 774 ) ( 708 )

Net cash provided by (used in) operating activities 7,507 ( 31,799 ) ( 56,296 )

Investing activities

Cash flows from investing activities

Proceeds from redemptions from related party investment fund 78,997 125,365 115,835

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Purchases of investments ( 7,136 ) ( 13,223 ) ( 4,996 )

Proceeds from sales of investments — 20,755 —

Proceeds from maturity of term deposit 6,000 — 20,755

Change in notes receivable — — 6,101

Net cash provided by (used in) investing activities ( 53,133 ) 47,015 23,091

Financing activities

Cash flows from financing activities

Proceeds from term loans 75,000 — —

Repayment of term loans ( 947 ) — —

Repayment of convertible senior notes payable ( 62,147 ) — —

Repurchases of convertible senior notes payable ( 17,198 ) ( 19,793 ) —

Repurchase of Class A ordinary shares — ( 35 ) ( 10,000 )

Net cash provided by (used in) financing activities ( 19,828 ) ( 10,000 ) ( 17,781 )

Net cash used in financing activities ( 5,292 ) ( 19,828 ) ( 10,000 )

Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash 100 59 —

Net increase (decrease) in cash, cash equivalents and restricted cash ( 4,553 ) ( 43,205 ) ( 13,600 )

Decrease in cash, cash equivalents and restricted cash ( 50,818 ) ( 4,553 ) ( 43,205 )

Cash, cash equivalents and restricted cash at beginning of the period 706,548 711,101 754,306

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Interest paid in cash $ 5,121 $ 4,124 $ 4,000

Income tax paid in cash 664 3,703 —

Income tax paid (refund received) in cash

( 1,022 ) 664 3,703

The accompanying Notes to the Consolidated Financial Statements are an

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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.

(“GLRE” and, together with its wholly-owned subsidiaries, the “Company”) was incorporated as an exempted company under the Companies Law of the Cayman Islands on July 13, 2004.

At December 31, 2023, the Company has the following wholly-owned subsidiaries:

• Greenlight Reinsurance, Ltd.

(“Greenlight Re”), domiciled in the Cayman Islands, is 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 (“CIMA”).

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.

• Greenlight Reinsurance Ireland, Designated Activity Company (“GRIL”), domiciled in Ireland since 2010, 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.”

• Greenlight Re Marketing (UK) Limited, domiciled in the United Kingdom (“U.K.”) since 2020, is a U.K.

company formed to expand GLRE’s presence in the Lloyd’s of London market (“Lloyd’s”).

• Greenlight Re Corporate Member Ltd.

(“GCM”), domiciled in the U.K., is a corporate member that became a wholly-owned subsidiary of GLRE in 2023 and provides underwriting capacity for various Lloyd’s syndicates, including Greenlight Innovation Syndicate 3456 (“Syndicate 3456”).

• Verdant Holding Company, Ltd., domiciled in the United States since 2008, is an investment holding company.

• Viridis Re SPC, Ltd., domiciled in the Cayman Islands, is an exempted segregated portfolio company which was incorporated in the Cayman Islands in 2023 and is currently in the process of applying to CIMA for a Class B(iii) general insurer license.

Additionally, through Syndicate 3456, Greenlight Re provides a (re)insurance platform to its growing portfolio of insurtech partnerships.

Domiciled in the U.K.

since 2022, Syndicate 3456 is authorized to underwrite under the Lloyd’s syndicate-in-a-box model.

The ordinary shares of GLRE are listed on Nasdaq Global Select Market under the symbol “GLRE.”

Basis of Presentation

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

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.

The consolidated financial statements include the accounts of GLRE and the consolidated financial statements of its wholly-owned subsidiaries, and all significant intercompany transactions and balances have been eliminated on consolidation.

Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the presentation of the current consolidated financial statements.

The Company has reported separately the foreign exchange gains (losses) from “ Other income ” in the consolidated statements of operations.

This resulted in no change to the previously reported total revenues or net income.

The Company has also included the foreign exchange gains (losses) as part of the net change in working capital in the consolidated statements of cash flows.

Further, the Company combined “Other assets, excluding depreciation” and “Other liabilities” and presented the sum as “Other items, net” in the consolidated statements of cash flows.

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These changes in presentation in the consolidated statements of cash flows have resulted in no change to the previously reported net cash provided by (used in) operating activities.

Tabular dollar are in thousands, with the exception of per share amounts or otherwise noted.

All amounts are reported in U.S.

SIGNIFICANT ACCOUNTING POLICIES

The Company’s significant accounting policies are as follows:

Use of Estimates

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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

The Company’s principal estimates include:

• loss and loss adjustment expense reserves;

• premiums written and earned and related premium receivable, net of expected credit losses;

• reinsurance recoverable on unpaid losses and loss adjustment expenses, including expected credit losses;

• valuation of investments, including impairments.

Investment in related party investment fund

The Company records its investment in the related party investment fund based on fair value using the net asset value practical expedient, with the Company’s share of the fund’s net income (loss) reported as “ Income (loss) from investment in related party investment fund ” in the consolidated statements of operations.

Other investments

The Company’s other investments include short-term investments and private investments and unlisted equity securities without readily determinable fair values.

Short-term investments are measured at amortized cost, which approximates fair value.

These include certificate of deposit and other financial instruments with original maturities greater than three months but less than one year.

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 “ 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 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.”

Cash and 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).

Restricted cash and cash equivalents are presented separately in the consolidated balance sheets.

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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

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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.

For multi-year contracts, reinsurance premiums are recorded at the inception of the contract based on management’s best estimate of total premiums to be received.

Premiums are recognized on an annual basis for multi-year contracts where the cedants have the ability to unilaterally commute or cancel coverage within the term of the contract.

Management regularly reviews premium estimates.

Such review includes the Company’s experience with the ceding companies, managing general underwriters, familiarity with each market, the timing of the reported information, 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.

A portion of amounts included in “ Reinsurance balances receivable ” in the 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.

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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

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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

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premium deficiency is determined to exist.

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 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.

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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.

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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;

● 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’s loss and loss adjustment expense reserves (“LAE”) are composed of:

● case reserves for loss and LAE resulting from claims notified to the Company by its clients;

● reserves for estimated loss and LAE incurred by insureds and reinsureds but not yet reported to the insurer or reinsurer (“IBNR”), including unknown future developments on loss and LAE 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.

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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.

The “ Loss and loss adjustment expenses recoverable ” in the consolidated balance sheets represents the amounts due from retrocessionaires for unpaid loss and LAE 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 may be unable to recover the loss and LAE 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).

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The terms and conditions of each contract specify the data reporting requirements.

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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.

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Such methods typically include the following:

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● Paid loss development method:

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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.

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The Company does not typically experience material claims processing backlogs, although such backlogs may occur following a major catastrophic event.

At December 31, 2023, and 2022, the Company did not have a material backlog in its 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 for the years presented in the consolidated financial statements.

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 Company calculates an allowance for expected credit losses for its reinsurance balances receivable and loss and LAE 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.

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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.

The Company's evaluation of the required allowance for reinsurance balances receivable and loss and LAE recoverable considers the current economic environment as well as potential macroeconomic developments.

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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.

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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

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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.

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 “ Other income (expense) ” and “ Deposit interest expense ,” respectively.

The Company records deposit assets and liabilities in its consolidated balance sheets in “ Reinsurance balances receivable ” and “ Reinsurance balances payable ,” respectively.

At December 31, 2023, deposit assets and liabilities were $ 0.9 million and $ 5.2 million, respectively (December 31, 2022:

$ 3.1 million and $ 10.7 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.

Net investment income (loss)

The Company records interest income and interest expense on an accrual basis.

Any realized and unrealized gains or losses from other investments are determined on the basis of the specific identification method (by reference to cost or amortized cost, as appropriate).

Additionally, net investment income (loss) includes realized and unrealized gains (losses) on derivative instruments.

Other Income (Expense), net

In connection with the Company’s participation interest in Lloyd’s syndicates, 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 as other income (expense) as reported by the syndicates on a quarterly lag basis due to the timing of the availability of these quarterly financial reports.

Share-Based Compensation

The Company has established a stock incentive plan for directors, employees, and consultants.

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The Company recognizes share-based compensation costs based on the fair value at the award’s grant date.

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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).

The Company bases its estimate of expected volatility on the daily historical trading data of the Company’s 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.

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Convertible Notes

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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.

The remainder of the proceeds, which represented the embedded derivative, was included in “ Additional paid-in capital ” in the consolidated balance sheets.

Upon adoption of ASU 2020-06, U.S.

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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.

The adoption of ASU 2020-06 resulted in a decrease in the Company’s opening shareholders’ equity of $ 2.5 million, with a corresponding increase in the carrying value of the 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.

These costs are amortized over the term of the debt and are included in “ Interest expense ” in the consolidated statements of operations.

Foreign Exchange

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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

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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.

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The Company does not offset these balances against collateral pledged or received.

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.

The Company’s other assets consist primarily of prepaid expenses, right-of-use lease assets, derivative assets, 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.

The Company’s other liabilities consist primarily of accruals for legal and other professional fees, employee bonuses and severances, taxes payable, derivative liabilities, and lease liabilities.

Comprehensive Income (Loss)

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• Unvested restricted share awards which are not considered “participating securities”;

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• Additional potential ordinary shares issuable when in-the-money stock options are exercised, determined using the treasury stock method;

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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.

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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

interest on convertible notes 4,201 — —

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

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:

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 current and deferred income taxes based on enacted tax laws and rates applicable in the relevant jurisdiction in the period in which the tax becomes accruable or realizable.

Deferred income taxes are provided for all temporary differences between the bases of assets and liabilities reported in the consolidated balance sheets and those reported in the various jurisdictional tax returns.

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.

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Segment Information

Operating segments are based on the internal information that the Chief Operating Decision Maker uses for allocating the Company’s resources and assessing its performance.

The Company has one operating segment, Property and Casualty Reinsurance.

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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.

On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures .

The new ASU requires incremental disclosures related to a public entity’s reportable segments but does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments.

This new guidance is effective for the Company’s 2024 year-end financial statements, and should be adopted retrospectively unless impracticable.

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.

On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic (740) - Improvements to Income Tax Disclosures .

The amendments in this Update provide more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

Early adoption is permitted.

The amendments should be applied on a prospective basis;

however, retrospective application is permitted.

This ASU is effective for the Company’s 2024 year-end financial statements.

As the above ASUs relate solely to financial statement disclosures, the adoption of these ASUs will not impact the Company’s financial condition, 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.

There are none that would be relevant and material to the Company.

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INVESTMENT IN RELATED PARTY INVESTMENT FUND

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At December 31, 2023, 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 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 ( 60 %), and the General Partner will designate any portion of a Partner’s Investment Portfolio as Designated Securities to effectuate such limit.”

The Company has concluded that SILP qualifies as a variable interest entity (“VIE”) under U.S.

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• 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.

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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.

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At December 31, 2023, 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:

The Company’s share of the change in the net asset value of SILP for the years ended December 31, 2023, 2022, and 2021, was $ 28.7 million, $ 54.8 million, and $ 18.1 million, respectively, and shown in the caption “Income from investment in related party investment fund” in the Company’s consolidated statements of operations.

At December 31, 2023, the Company’s investment in SILP exceeded 10 % of the Company’s total shareholders’ equity, with a fair value of $ 258.9 million (December 31, 2022:

$ 178.2 million), representing 43.4 % (December 31, 2022:

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The summarized financial statements of SILP are presented below.

Summarized Statement of Assets and Liabilities of Solasglas Investments, LP

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Summarized Statements of Financial Condition of Solasglas Investments, LP

December 31, 2023 December 31, 2022

($ in thousands)

Investments, at fair value $ 453,358 $ 304,806

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Interest and dividends payable ( 2,315 ) ( 760 )

Other liabilities ( 159 ) ( 358 )

Accrued expenses and other liabilities ( 247 ) ( 159 )

Total liabilities ( 231,448 ) ( 174,869 )

Net Assets $ 257,180 $ 234,731

GLRE Limited Partners’ share of Net Assets $ 178,197 $ 183,591

Partners' capital $ 355,974 $ 257,180

GLRE’s share of Partners' capital

$ 258,890 $ 178,197

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Summarized Statement of Operations of Solasglas Investments, LP

Summarized Statements of Operations of Solasglas Investments, LP

Year ended December 31

2023 2022 2021

($ in thousands)

Investment income

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Net realized gain (loss) ( 1,394 ) 75,172 ( 3,420 )

Net change in unrealized appreciation (depreciation) 11,886 35,482 71,948

Net change in unrealized appreciation 55,279 11,886 35,482

Net gain (loss) on investment transactions 53,885 87,058 32,062

Net income (loss) $ 83,142 $ 26,016 $ 6,935

GLRE Limited Partners’ share of net income (loss) (1)

Net increase in Partners' capital $ 48,678 $ 83,142 $ 26,016

GLRE’s share of the increase in Partners' capital (1)

$ 28,696 $ 54,844 $ 18,087

1 Net income (loss) is net of management fees and performance allocation presented below:

1 The net increase in Partners’ capital is net of management fees and performance allocation presented below:

Year ended December 31

2023 2022 2021

($ in thousands)

Management fees $ 4,766 $ 3,580 $ 3,492

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See Note 15 for further details on management fees and performance allocation.

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:

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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

Other I nvestments

The Company’s “Other investments” are composed of the following:

OTHER INVESTMENTS

The Company’s other investments consist 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;

• 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”:

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At December 31, 2023, the breakdown of the Company’s other investments was as follows:

Cost Unrealized

gains Unrealized

losses Fair value / carrying value

($ in thousands)

losses Accrued interest Fair value / carrying value

Private investments and unlisted equities $ 28,470 $ 49,424 $ ( 6,737 ) $ — $ 71,157

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Total other investments $ 30,969 $ 49,424 $ ( 7,236 ) $ 136 $ 73,293

At December 31, 2021, the Company included the following securities in the caption “Other investments”:

At December 31, 2022, the breakdown of the Company’s other investments was as follows::

Cost Unrealized

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losses Fair value / carrying value

($ in thousands)

Private investments and unlisted equities $ 22,787 $ 42,461 $ ( 2,815 ) $ 62,433

Derivative financial instruments (not designated as hedging instruments) — 335 — 335

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, 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:

Once the Company

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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, 2023, 2022, and 2021, and the related adjustments recorded during the years then ended.

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2023 2022 2021

($ in thousands)

Carrying value (1)

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(3) The cumulative downward carrying value changes and impairments from inception to December 31, 2023, totaled $ 7.1 million.

Net investment income

The following table summarizes the change in unrealized gains (losses) and the realized gains (losses) for the Company’s other investments, which are included in “ Net investment income ” in the consolidated statements of operations (see Note 13):

Year ended December 31

2023 2022 2021

Gross realized gains $ 7 $ — $ 14,210

Gross realized losses ( 811 ) — —

Net realized gains (losses) $ ( 804 ) $ — $ 14,210

Change in unrealized gains 2,542 9,858 19,560

Net realized and unrealized gains on other investments $ 1,738 $ 9,858 $ 33,770

RESTRICTED CASH AND CASH EQUIVALENTS

The following table shows the breakdown of the Company’s restricted cash and cash equivalents, along with a reconciliation of the total cash, cash equivalents, and restricted cash reported in the consolidated statements of cash flows:

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December 31, 2023 December 31, 2022

Restricted cash and cash equivalents:

Cash securing trust accounts $ 300,152 $ 463,659

Cash securing letters of credit issued 291,456 204,651

Cash securing Loan Facility 10,000 —

Other 3,040 —

Total restricted cash and cash equivalents 604,648 668,310

Cash and cash equivalents 51,082 38,238

Total cash, cash equivalents, and restricted cash $ 655,730 $ 706,548

Where the Company operates as a non-admitted carrier in certain foreign jurisdictions, regulatory trust accounts and letters of credit are issued to cedents.

Additionally, the Company has provided cash collateral for the Loan Facility (see Note 9).

FAIR VALUE MEASUREMENTS

Fair Value Hierarchy

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The term “unobservable inputs” includes certain pricing models, discounted cash flow methodologies, and similar techniques.

There have been no material change in the Company’s valuation techniques, nor have there been any transfers between Level 1 and Level 2, or Level 2 and Level 3 for the years presented in these consolidated financial statements.

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.

At December 31, 2023, the Company held $ 61.3 million (2022:

$ 53.6 million) of private investments and unlisted equities measured at fair value on a nonrecurring basis.

At December 31, 2023, the Company held $ 9.9 million (2022:

$ 8.9 million) of private investments and unlisted equities measured at cost.

The Company classifies these investments 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, 2023, 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 $ 26,438 $ 1,361 $ 33,490 $ 61,289

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.

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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.

Derivative financial instruments

The Company uses interest rate swaps in connection with its risk management activities to hedge 50% of the interest rate risk relating to the outstanding Term Loans (see Note 9).

The interest rate swaps are carried at fair value and are determined using a market approach valuation technique based on significant observable market inputs from third-party pricing vendors.

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Accordingly, the interest rates swaps are classified as Level 2 within the fair value hierarchy.

These derivative instruments are not designated as accounting hedges under U.S.

For the year ended December 31, 2023, the Company recognized unrealized loss for the above derivatives of $ 0.6 million (2022:

$ nil ), which is included in “ Other liabilities ” in the consolidated balance sheets, in “ Interest expense ” in the consolidated statements of operations, and in “ Net realized and unrealized losses on derivatives ” in the consolidated statements of cash flows.

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).

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.

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

The carrying value of debt and convertible debt securities within “ Other Investments ” (see “Private investments and unlisted equity securities without readily determinable fair values” above) and 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, 2023, the carrying values of the Term Loans approximate their fair values.

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;

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• industry data;

• catastrophe scenario modeling software;

• 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;

• 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;

• 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:

The Company’s loss and LAE reserves were composed of the following:

December 31, 2023 December 31, 2022

($ in thousands)

Case reserves $ 189,050 $ 184,756

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Total $ 661,554 $ 555,468

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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:

Reserve Roll-forward

The following provides a summary of changes in outstanding loss and LAE reserves for all lines of business:

Year ended December 31

Consolidated 2023 2022 2021

($ in thousands)

Gross balance at January 1 $ 555,468 $ 524,010 $ 494,179

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Incurred losses related to:

Current year 316,367 389,080 333,096

Prior years 118 ( 14,100 ) 4,737

348,798 316,367 389,080

11,206 118 ( 14,100 )

Total incurred 360,004 316,485 374,980

Paid losses related to:

Current year ( 78,517 ) ( 152,214 ) ( 109,509 )

Prior years ( 198,897 ) ( 185,549 ) ( 195,726 )

( 75,678 ) ( 78,517 ) ( 152,214 )

( 198,613 ) ( 198,897 ) ( 185,549 )

Total paid ( 274,291 ) ( 277,414 ) ( 337,763 )

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Net balance at December 31 635,867 542,229 512,910

Losses recoverable 13,239 11,100 16,851

Losses recoverable (see Note 8)

25,687 13,239 11,100

Gross balance at December 31 $ 661,554 $ 555,468 $ 524,010

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.;

• $ 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;

• $ 7.2 million of loss reserves released relating to catastrophe events, COVID-19, and property covers based on updated claims reporting received from cedents.

Estimates for Significant Catastrophe Events

At December 31, 2023 and 2022, the Company’s net reserves for losses and loss expenses include estimated amounts for several catastrophe and weather-related events (“CAT loss”).

The magnitude and volume of losses arising from these events is inherently uncertain and, consequently, actual losses for these events may ultimately differ, potentially materially, from current estimates.

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The remaining development on prior year loss and LAE reserves recognized in 2022 related to several smaller adjustments made across various lines of business.

During the year ended December 31, 2023, the Company recognized CAT loss, net of reinsurance, of $ 28.8 million for current year CAT loss events, driven mainly by the U.S.

severe storms and the Mexican state-owned oil platform fire loss.

This was partially offset by $ 10.7 million of net favorable prior year CAT development.

For the year ended December 31, 2022, the Company recognized current year CAT loss of $ 39.7 million driven primarily by $ 13.6 million from the Russian-Ukrainian conflict and $ 19.5 million from hurricane Ian.

This was partially offset by $ 5.0 million net favorable prior year CAT development.

Prior Year Reserve Development

Year ended December 31, 2023

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.

• $ 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;

• $ 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.

During the year ended December 31, 2023, the Company experienced $ 11.2 million in net adverse development on prior year loss and LAE reserves.

This was comprised of $ 39.8 million of reserve strengthening on casualty, workers’ compensation and auto classes of business due to current economic and social inflation trends (various underwriting years);

homeowners business primary due to the deterioration in the CAT loss estimate relating to Winter Storm Elliott (2022 underwriting year), coupled with a final claim settlement on a professional liability contract (2008 underwriting year).

This was partially offset by $ 28.6 million favorable loss development from property catastrophe events and better than expected loss emergence for mortgage, marine and energy, and specialty contracts from underwriting years 2020-2022.

See the loss development tables by lines of business below under “Disclosure about Short-Duration Contracts” for more information on prior year loss reserve 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:

• $ 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;

• $ 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.

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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

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

Losses recoverable 665 — —

Gross balance at December 31 $ 7,297 $ 11,894 $ 18,629

This was comprised of $ 21.9 million of reserve strengthening on motor, health, casualty, professional liability, and workers’ compensation contracts from underwriting years 2014-2021, coupled with higher claim settlements on certain general liability contracts for 2015-2016 underwriting years.

This was partially offset by $ 21.8 million favorable loss development from various pre-2021 years’ property catastrophe events, including COVID-19, and better than expected loss emergence for mortgage business (from 2017-2020 underwriting years), a multi-line combined workers’ compensation and commercial packages contract across multiple underwriting years, coupled with favorable development on a whole account contract (2020 underwriting year).

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 was comprised of $ 37.4 million favorable loss development from better-than-expected loss emergence for motor, mortgage, and various specialty contracts (including crop, space, and marine and energy) from underwriting years 2015-2018, coupled with a multi-line contract that incepted in 2019.

This was partially offset by $ 23.3 million adverse loss development primarily due to reserve strengthening on multi-line casualty, general liability and workers’ compensation contracts from underwriting years 2014-2019.

Disclosures about Short-Duration Contracts

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The Company’s loss development tables presented below have been disaggregated by lines of business for the years ended from December 31, 2014, through 2023.

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.

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." Other specialty business, including aviation, crop, cyber, and energy, which are individually insignificant to the Company’s overall business, have been grouped as "Other." As the Company’s accident and health business has become immaterial in recent years, the Company has grouped accident and health business with “Other” during 2023.

Additionally, the Company has elected to present the loss development table for “Marine” separately from “Other” due to its growth in 2023.

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.

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 as part of the “Consolidated” table for the years ended December 31, 2022, and 2021.

The amounts shown in “ Net loss and loss adjustment expenses incurred ” in the consolidated statements of operations and the allocation between “Current year” and “Prior years” are unaffected by these revisions.

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For each category, the following tables present the incurred and paid claims development at December 31, 2023, 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.

The tables below present incurred and paid claims development for the years ended December 31, 2014 to 2022.

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(Unaudited - Supplementary Information)

($ in thousands)

2014 $ 2,390 $ 2,390 $ 2,390 $ 2,609 $ 2,625 $ 2,586 $ 2,653 $ 3,010 $ 3,256 $ 3,092 $ 281

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(Unaudited - Supplementary Information)

($ in thousands)

2014 $ — $ — $ 145 $ 566 $ 1,092 $ 1,413 $ 1,995 $ 2,281 $ 2,546 $ 2,811

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All outstanding liabilities before 2014, net of reinsurance 213

Liabilities for claims and claims adjustment expenses, net of reinsurance (Health) $ 6,632

Liabilities for claims and claims adjustment expenses, net of reinsurance (Multiline) $ 247,929

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General Liability

Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2023

2 unchanged sentences

(Unaudited - Supplementary Information)

($ in thousands)

2014 $ 1,238 $ 1,229 $ 1,174 $ 1,033 $ 1,355 $ 1,000 $ 1,000 $ 3,606 $ 1,144 $ 1,024 $ 47

9 unchanged sentences

Total $ 102,933 $ 74,830

General Liability

Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance

2 unchanged sentences

(Unaudited - Supplementary Information)

($ in thousands)

2014 $ 18 $ 146 $ 413 $ 548 $ 492 $ 762 $ 473 $ 1,014 $ 1,066 $ 977

7 unchanged sentences

2022 408 2,039

Total 324,738

All outstanding liabilities before 2014, net of reinsurance 22

Liabilities for claims and claims adjustment expenses, net of reinsurance (Multiline) $ 220,711

Liabilities for claims and claims adjustment expenses, net of reinsurance (General Liability) $ 74,853

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General Liability

Motor Casualty

Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2023

2 unchanged sentences

(Unaudited - Supplementary Information)

($ in thousands)

2014 $ 93,718 $ 92,844 $ 94,688 $ 94,131 $ 94,147 $ 94,192 $ 94,230 $ 94,226 $ 94,230 $ 94,156 $ 3

9 unchanged sentences

Total $ 1,163,661 $ 22,620

General Liability

Motor Casualty

Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance

2 unchanged sentences

(Unaudited - Supplementary Information)

($ in thousands)

2014 $ 49,994 $ 86,297 $ 89,348 $ 94,046 $ 94,105 $ 94,151 $ 94,150 $ 94,153 $ 94,153 $ 94,153

6 unchanged sentences

2021 56,700 90,786 96,934

2022 20,522 28,374

Total 1,141,041

All outstanding liabilities before 2014, net of reinsurance 3

Liabilities for claims and claims adjustment expenses, net of reinsurance (General Liability) $ 31,672

Liabilities for claims and claims adjustment expenses, net of reinsurance (Motor Casualty) $ 22,622

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Motor Casualty

Motor Property

Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2023

2 unchanged sentences

(Unaudited - Supplementary Information)

($ in thousands)

2014 $ 18,870 $ 18,797 $ 19,056 $ 19,000 $ 19,006 $ 19,004 $ 19,020 $ 19,036 $ 19,020 $ 18,974 $ 1

9 unchanged sentences

Total $ 259,179 $ 2,989

Motor Casualty

Motor Property

Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance

2 unchanged sentences

(Unaudited - Supplementary Information)

($ in thousands)

2014 $ 10,305 $ 17,621 $ 18,370 $ 18,951 $ 18,957 $ 18,972 $ 18,972 $ 18,973 $ 18,973 $ 18,973

9 unchanged sentences

All outstanding liabilities before 2014, net of reinsurance ( 16 )

Liabilities for claims and claims adjustment expenses, net of reinsurance (Motor Casualty) $ 33,099

Liabilities for claims and claims adjustment expenses, net of reinsurance (Motor Property) $ 2,972

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Motor Property

Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2023

2 unchanged sentences

(Unaudited - Supplementary Information)

($ in thousands)

2014 $ 41,738 $ 45,152 $ 46,844 $ 47,084 $ 46,873 $ 47,029 $ 46,996 $ 46,953 $ 46,931 $ 46,757 $ 86

9 unchanged sentences

Total $ 353,681 $ 48,775

Motor Property

Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance

2 unchanged sentences

(Unaudited - Supplementary Information)

($ in thousands)

2014 $ 20,230 $ 40,172 $ 43,639 $ 45,209 $ 46,299 $ 46,519 $ 46,617 $ 46,633 $ 46,669 $ 46,671

9 unchanged sentences

All outstanding liabilities before 2014, net of reinsurance 139

Liabilities for claims and claims adjustment expenses, net of reinsurance (Motor Property) $ 6,152

Liabilities for claims and claims adjustment expenses, net of reinsurance (Property) $ 48,914

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Professional Liability

Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2023

2 unchanged sentences

(Unaudited - Supplementary Information)

($ in thousands)

2014 $ 18,494 $ 17,917 $ 17,882 $ 20,340 $ 21,304 $ 21,615 $ 21,364 $ 20,817 $ 20,816 $ 20,619 $ 665

9 unchanged sentences

Total $ 85,485 $ 15,534

Professional Liability

Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance

2 unchanged sentences

(Unaudited - Supplementary Information)

($ in thousands)

2014 $ 1,317 $ 5,232 $ 9,344 $ 13,631 $ 15,818 $ 15,828 $ 19,308 $ 19,270 $ 19,851 $ 19,953

4 unchanged sentences

2019 145 266 544 658 713

2019 4,046 6,937 8,327 9,801

2020 6,011 11,289 15,103

2021 4,953 13,194

Total 304,561

All outstanding liabilities before 2014, net of reinsurance 233

Liabilities for claims and claims adjustment expenses, net of reinsurance (Property) $ 50,648

Liabilities for claims and claims adjustment expenses, net of reinsurance (Professional Liability) $ 15,767

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Professional Liability

Workers' Compensation

Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2023

2 unchanged sentences

(Unaudited - Supplementary Information)

($ in thousands)

2014 $ — $ — $ — $ 3 $ — $ — $ — $ 160 $ — $ — $ —

7 unchanged sentences

2022 33,284 33,279 16,687

2023 12,872 10,934

Total $ 213,234 $ 55,792

Professional Liability

Workers' Compensation

Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance

2 unchanged sentences

(Unaudited - Supplementary Information)

($ in thousands)

2014 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ —

5 unchanged sentences

2020 11,288 23,463 32,108 37,601

2021 23,210 42,854 53,850

2022 9,066 16,592

Total 157,442

All outstanding liabilities before 2014, net of reinsurance —

Liabilities for claims and claims adjustment expenses, net of reinsurance (Professional Liability) $ 13,844

Liabilities for claims and claims adjustment expenses, net of reinsurance (Workers' Compensation) $ 55,792

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Workers' Compensation

Financial Lines

Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2023

2 unchanged sentences

(Unaudited - Supplementary Information)

($ in thousands)

2014 $ 500 $ 503 $ 580 $ 506 $ 1,096 $ 2,063 $ 2,228 $ 1,668 $ 1,959 $ 2,344 $ 65

9 unchanged sentences

Total $ 106,928 $ 56,171

Workers' Compensation

Financial Lines

Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance

2 unchanged sentences

(Unaudited - Supplementary Information)

($ in thousands)

2014 $ 90 $ 347 $ 429 $ 587 $ 1,210 $ 2,279 $ 2,483 $ 1,896 $ 2,216 $ 2,279

7 unchanged sentences

2022 820 4,552

Total 134,021

All outstanding liabilities before 2014, net of reinsurance 30

Liabilities for claims and claims adjustment expenses, net of reinsurance (Workers' Compensation) $ 61,421

Liabilities for claims and claims adjustment expenses, net of reinsurance (Other) $ 56,202

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Financial Lines

Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2023

2 unchanged sentences

(Unaudited - Supplementary Information)

($ in thousands)

2014 $ 3,388 $ 2,369 $ 545 $ 546 $ 544 $ 488 $ 488 $ 488 $ 488 $ 488 $ —

9 unchanged sentences

Total $ 37,826 $ 27,150

Financial Lines

Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance

2 unchanged sentences

(Unaudited - Supplementary Information)

($ in thousands)

2014 $ 101 $ 174 $ 545 $ 543 $ 516 $ 488 $ 488 $ 488 $ 488 $ 488

14 unchanged sentences

(Unaudited - Supplementary Information)

($ in thousands)

2014 $ 33,755 $ 30,844 $ 30,164 $ 29,722 $ 29,475 $ 29,407 $ 29,398 $ 29,590 $ 29,394 $ 29,394 $ —

13 unchanged sentences

(Unaudited - Supplementary Information)

($ in thousands)

2014 $ 19,329 $ 28,919 $ 29,532 $ 29,452 $ 29,446 $ 29,406 $ 29,397 $ 29,397 $ 29,393 $ 29,393

7 unchanged sentences

2022 5,617 10,818

Total 378,430

All outstanding liabilities before 2014, net of reinsurance ( 8 )

4 unchanged sentences

This treatment prevents changes in foreign currency exchange rates from distorting the claims development between the years presented.

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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.

Claims reported by the ceding insurer to the

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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.

7 unchanged sentences

December 31, 2023

($ in thousands)

Net outstanding liabilities

Health $ 6,632

Multiline $ 247,929

6 unchanged sentences

Financial Lines 56,202

Marine 27,150

Liabilities for claims and claims adjustment expenses, net of reinsurance 629,293

3 unchanged sentences

Total gross liabilities for unpaid claims and claim adjustment expense $ 661,554

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The average historical annual percentage payout of net incurred claims (excluding health) at December 31, 2023, is as follows:

9 unchanged sentences

Financial Lines 18.5 % 33.8 % 23.6 % 12.0 % 4.1 % 3.7 % 1.7 % 1.5 % 1.1 % — %

Marine 4.3 % 25.2 % 40.0 % 2.3 % 11.3 % 1.7 % 15.2 % — % — % — %

Other 19.7 % 27.2 % 7.7 % 9.3 % 7.7 % 7.1 % 7.1 % 6.9 % 7.3 % — %

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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.

7 unchanged sentences

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).

The following table provides a breakdown of ceded reinsurance:

Year ended December 31

2023 2022 2021

Gross ceded premiums $ 42,762 $ 33,429 $ 41

Earned ceded premiums $ 43,653 $ 15,318 $ —

Loss and loss adjustment expenses ceded $ 25,554 $ 6,615 $ ( 12 )

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.

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:

The following table shows a breakdown of losses recoverable on a gross and net of collateral basis:

December 31, 2023 December 31, 2022

Net of Collateral (1)

A- or better by A.M.

$ 8,767 $ 8,767 $ 3,797 $ 3,792

17,407 2,432 9,504 286

Total before provision

26,174 $ 11,199 $ 13,301 $ 4,078

Provision for credit losses

( 487 ) ( 62 )

Total loss and loss adjustment expenses recoverable, net

$ 25,687 $ 13,239

(1) Collateral is in the form of cash, letters of credit, funds withheld, and/or cash collateral held in trust accounts.

This excludes any excess collateral in order to disclose the aggregate net exposure for each retrocessionaire.

At December 31, 2023, we had 3 reinsurers (2022:

4) that accounted for 10% or more each of the total loss and loss adjustment expenses recoverable, net, for an aggregate gross amount of $ 20.4 million (2022:

$ 11.1 million).

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.

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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:

DEBT AND CREDIT FACILITIES

Debt Obligations

The following table summarizes the Company’s outstanding debt obligations.

December 31, 2023 December 31, 2022

Term loans $ 74,062 $ —

Senior convertible notes — 79,610

Total principal amount 74,062 79,610

Accrued interest payable — 1,331

deferred financing costs

( 781 ) ( 407 )

Total debt $ 73,281 $ 80,534

On June 16, 2023, the Company entered into a Credit Agreement (the “Credit Agreement”) with a group of banks (the “Banks”), for which CIBC Bank USA is acting as administrative agent.

The Credit Agreement provides, subject to certain customary conditions, for a delayed draw term loan facility (the “Loan Facility”), in an aggregate amount of $ 75.0 million.

Outstanding loans (“Term Loans”) under the Facility will (i) amortize in equal quarterly installments in an aggregate annual amount equal to 5.0 % of the Term Loans and (ii) accrue interest at a rate equal to an adjusted term Secured Overnight Financing Rate (“SOFR”) plus 3.5 % per annum.

The Company posted $ 10.0 million of collateral as security for the Loan Facility.

The Loan Facility matures on August 1, 2026.

During the year ended December 31, 2023, the Company borrowed $ 75.0 M from the Loan Facility of which $ 63.4 million was used to repay all of the outstanding Convertible Senior Notes (see below), with the remaining proceeds for general corporate purposes.

The Company also made $ 0.9 million partial repayment on the Term Loans.

The interest rate on the outstanding Terms Loans was 8.9 % at December 31, 2023.

To manage interest rate risk, the Company hedged 50% of the floating interest rate on the Term Loans (see Note 6).

The Company was in compliance with all covenants relating to the Loan Facility at December 31, 2023.

Senior Convertible Notes

On August 7, 2018, the Company issued $ 100.0 million of senior unsecured convertible notes (the “Convertible Notes”), with a maturity date of August 1, 2023.

The Convertible Notes paid interest at 4.0 %, payable semi-annually on February 1 and August 1 of each year beginning February 1, 2019.

The conversion price was $ 17.19 per ordinary share of the Company.

During the year ended December 31, 2023 the Company repurchased and canceled $ 17.5 million (2022:

$ 20.4 million) of the Convertible Notes, respectively, resulting in realized gains of $ 0.3 million (2022:

$ 0.3 million), which is included in “ Other income (expense), net ” in the consolidated statements of operations.

As noted above, the Company fully repaid the remaining outstanding Convertible Notes on August 1, 2023, from the proceeds of the new Term Loans.

Financing Costs

The Company incurred $ 0.9 million of issuance costs relating to the Credit Agreement, which are deferred and amortized through the maturity of the Loan Facility.

The remaining unamortized deferred financing costs are reported separately in the above table.

For the year ended December 31, 2023, the Company recognized interest expense of $ 5.3 million (2022:

$ 4.2 million, 2021:

$ 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.

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.

$ 6.3 million) relating to the total debt, which included the interest coupon, the amortization of issuance costs and the change in fair value of the interest rate swap (see Note 6) .

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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:

Credit Facilities

At December 31, 2023, the Company had the following letter of credit (“LOC”) facilities:

Termination Date

Citibank Europe plc ("Citi LOC") 1

$ 289,000 $ 276,756 August 20, 2024

CIBC Bank USA ("CIBC LOC")

200,000 13,903 December 21, 2024

$ 489,000 $ 290,659

1) Includes $ 14.0 million of uncommitted capacity.

The above LOCs issued are cash collateralized (see Note 5).

The LOC facilities are subject to various customary affirmative, negative and financial covenants.

At December 31, 2023, the Company was in compliance with all LOC facilities covenants.

The Citi LOC facility automatically renews each year unless terminated by either party subject to a 120 days notice prior to termination date.

On December 22, 2023, through a subsidiary, the Company entered into a credit agreement with CIBC Bank USA for a $ 200.0 million committed LOC facility (the “CIBC LOC Facility”), with a $ 30.0 million sublimit for unsecured LOCs (the “CIBC Revolving Credit Facility”).

Loans made under the CIBC Revolving Credit Facility, solely for supporting unsecured LOCs, will accrue interest at a rate of base rate plus 2.5 % per annum in the event that the beneficiary draws down on an unsecured LOC and the Company does not provide cash collateral within the stipulated period.

The CIBC LOC Facility is subject to an automatic extension of one year without prior written notice by the Company.

The CIBC Revolving Credit Facility expires after one year .

SHARE CAPITAL

Ordinary Shares

The following table is a summary of changes in ordinary shares issued and outstanding:

2023 2022 2021

Class A Class B Class A Class B Class A Class B

Balance – beginning of year — 28,569,346 6,254,715 27,589,731 6,254,715 28,260,075 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 ) —

Issue of shares, net of forfeitures 64,719 447,952 — 984,548 — 409,200 —

Repurchase of shares — — — ( 4,933 ) — ( 1,079,544 ) —

Re-designate Class B to Class A shares — 6,254,715 ( 6,254,715 ) — — — —

Reclassify Class A to Ordinary shares 35,272,013 ( 35,272,013 ) — — — — —

Balance – end of year 35,336,732 — — 28,569,346 6,254,715 27,589,731 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.

The Company’s authorized share capital is 125,000,000 ordinary shares, par value of $ 0.10 per share.

On July 25, 2023, at the Company’s Annual General Meeting the shareholders approved the re-designation of Class B ordinary shares as Class A ordinary shares, and then reclassified Class A ordinary shares as “ordinary shares”, resulting in the elimination of the dual-class share structure.

At December 31, 2023, 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.

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Share Repurchase Plan

On May 2, 2023, the Board of Directors re-approved the share repurchase plan effective from July 1, 2023 until June 30, 2024, authorizing the Company to repurchase up to $ 25.0 million of ordinary shares or securities convertible into ordinary shares in the open market, through privately negotiated transactions or Rule 10b5-1 stock trading plans.

Any shares repurchased are canceled immediately upon repurchase.

For the year ended December 31, 2023, there was no repurchase of ordinary shares (2022:

4,933 at an average price of $ 7.04 per share).

Preferred Shares

The Company’s authorized share capital also consists of 50,000,000 preference shares with a par value of $ 0.10 each.

At December 31, 2023, the Company has no issued and outstanding preferred shares.

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.

On July 25, 2023, at the Company’s Annual General Meeting the shareholders approved the Greenlight Capital Re, Ltd.

2023 Omnibus Incentive Plan, or the 2023 Incentive Plan.

The 2023 Incentive Plan replaces the Greenlight Capital Re, Ltd.

Amended and Restated 2004 Stock Incentive Plan, or the 2004 Stock Incentive Plan.

The aggregate number of ordinary shares that are available to be delivered pursuant to awards granted under the 2023 Incentive Plan is equal to the sum of (i) 2,000,000 shares, and (ii) any shares that remained or otherwise become available under the 2004 Stock Incentive Plan as of July 25, 2023.

If, after July 25, 2023, any award granted under the 2023 Incentive Plan or the 2004 Stock Incentive Plan is forfeited or otherwise expires, terminates or is canceled , then the number of ordinary shares subject to such award that were not issued shall become available for issuance under the 2023 Incentive Plan.

The 2023 Incentive Plan is administered by the Compensation Committee of the Board of Directors.

At December 31, 2023, 3,296,771 (2022:

2,011,426 ) ordinary shares remained available for future issuance under the Company’s 2023 Incentive Plan.

Under this plan, the Company is authorized to issue restricted shares, RSUs, and stock options.

Share-based awards contain restrictions relating to vesting (service-based and/or performance-based), forfeiture in the event of termination of employment, transferability, and other matters.

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:

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).

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The following table summarizes the activity for unvested outstanding restricted share awards during the years ended December 31, 2022, and 2021:

The following table summarizes the activity for unvested outstanding restricted share awards:

Performance Restricted Shares Service Restricted Shares

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Balance at December 31, 2023 1,042,688 $ 9.94 419,604 $ 9.18

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:

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:

For the year ended December 31, 2023, the Company issued to non-employee directors an aggregate of 65,394 (2022:

107,763 ) restricted ordinary shares as part of their remuneration for services to the Company (included in “Service Restricted Shares” column in the above table).

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Employee RSU activity during the years ended December 31, 2022, and 2021 was as follows:

Performance Restricted Stock Units Service Restricted Stock Units

For the year ended December 31, 2023, the Company granted to employees (i) 357,766 (2022:

601,213 ) restricted shares with both performance and service-based vesting conditions (“Performance RSs”) and (ii) 177,563 (2022:

248,659 ) restricted shares with only service-based vesting conditions (“Service RSs”).

Most of these Service RSs vest evenly each year on January 1, subject to the grantee’s continued service with the Company.

Prior to fiscal year 2021, the Company issued ordinary shares to the Chief Executive Officer (“CEO”) pursuant to the Company’s stock incentive plan (“CEO RSs”).

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, 2023, there were 162,489 non-vested CEO RSs with a weighted average grant date fair value of $ 9.00 per share.

During the year ended December 31, 2023, the Company modified certain share-based awards previously granted to the CEO in connection with the Separation Agreement (see Note 15), resulting in an incremental share-based compensation charge of $ 1.5 million (see below “Stock Compensation Expense”).

At December 31, 2023, there was $ 3.0 million (2022:

$ 3.3 million) of unrecognized compensation cost relating to non-vested restricted shares (excluding the above CEO RSs), which the Company expects to recognize over a weighted-average period of 1.4 years (2022:

For the year ended December 31, 2023, the total fair value of restricted shares vested was $ 5.2 million (2022:

$ 2.5 million).

Employee Restricted Stock Units

The following table summarizes the activity for unvested outstanding RSUs:

Performance RSUs

RSUs Weighted

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Balance at December 31, 2023 154,445 $ 8.03 110,425 $ 8.78

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.

From 2022, the Service RSUs vest evenly over three years on January 1, subject to the grantee’s continued service with the Company.

At December 31, 2023, the total compensation cost related to non-vested RSUs not yet recognized was $ 0.4 million (2022:

$ 0.6 million), which the Company expects to recognize over a weighted-average period of 1.5 years (2022:

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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:

The following table summarizes the stock option activity:

options outstanding Weighted

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Balance at December 31, 2023 652,140 $ 22.01 $ 10.01 $ — 3.2 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:

The following table summarizes information about options exercisable:

December 31, 2023 December 31, 2022 December 31, 2021

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During the year ended December 31, 2023, 80,000 (2022:

80,000 , 2020:

80,000 ) options vested.

They had a weighted average grant date fair value of $ 9.60 (2022:

$ 9.60 , 2020:

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All outstanding options are fully vested and exercisable.

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.

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.

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:

For the year ended December 31, 2023, the Company recorded $ 6.1 million (2022:

$ 4.7 million, 2021:

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.

$ 3.2 million) of total stock compensation expense (net of forfeitures), including the incremental costs for modified grants.

The stock compensation expense is included in “ General and administrative expenses ” in the consolidated statements of operations.

Forfeiture recoveries were immaterial for the current and last two fiscal years.

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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:

EARNINGS PER SHARE

The following table reconciles net income and weighted average shares used in computing basic and diluted net income per share:

Year ended December 31

2023 2022 2021

($ in thousands)

Numerator for earnings per share

Net income - basic $ 86,830 $ 25,342 $ 17,578

interest on convertible notes — 4,201 —

gain on debt repurchases — ( 343 ) —

Net income - diluted

$ 86,830 $ 29,200 $ 17,578

Denominator for earnings per share

Weighted average shares outstanding - basic 34,067,974 33,908,156 34,204,364

Effect of dilutive employee and director share-based awards 729,885 368,096 146,652

Shares potentially issuable in connection with convertible notes — 5,493,538 —

Weighted average shares outstanding - diluted 34,797,859 39,769,790 34,351,016

Anti-dilutive stock options outstanding 652,140 690,337 735,627

Earnings per share

Basic $ 2.55 $ 0.75 $ 0.51

Diluted 2.50 0.73 0.51

NET INVESTMENT INCOME

The following table provides a breakdown of net investment income:

Year ended December 31

2023 2022 2021

Interest and dividend income, net of withholding taxes and other expenses $ 35,629 $ 4,466 $ ( 1,660 )

Net realized and unrealized gains on other investments (see Note 4) 1,738 9,673 33,725

Net investment-related income 37,367 14,139 32,065

Share of SILP's net income (see Note 3) 28,696 54,844 18,087

Total investment income $ 66,063 $ 68,983 $ 50,152

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Components of Income Taxes

The following table shows the breakdown of the Company’s current and deferred income tax benefit (expense) on a consolidated basis:

Year ended December 31

2023 2022 2021

Current tax (expense) benefit

Tax recovered 1,487 — —

Europe $ ( 587 ) $ ( 30 ) $ ( 10 )

( 100 ) 846 ( 3,734 )

Deferred tax (expense) benefit

Decrease (increase) in deferred tax valuation allowance 442 254 ( 381 )

Europe ( 1,698 ) ( 442 ) ( 254 )

Decrease in deferred tax valuation allowance 2,285 442 254

Income tax (expense) benefit $ ( 100 ) $ 816 $ ( 3,746 )

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.

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 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% (2022:

Verdant’s tax years 2019 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 and GCM are incorporated in the United Kingdom and therefore are subject to the U.K.

corporate tax rate of 25% (2022 and 2021:

19%) on their respective profits.

Deferred Tax Assets

The following table provides details of the significant components of deferred tax assets:

December 31, 2023 December 31, 2022

Deferred tax assets:

Operating and capital loss carryforwards

$ 1,087 $ 2,785

Deferred tax assets before valuation allowance

Valuation allowance

Deferred tax assets, net of valuation allowance

$ 1,087 $ 500

At December 31, 2023, the Company has determined that it is more likely than not that it will fully realize the recorded deferred tax asset in the future based 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.

Tax Loss Carryforwards

At December 31, 2023, GRIL had a net operating loss carryforward of $ 8.7 million (2022:

$ 20.4 million) which can be carried forward indefinitely.

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RELATED PARTY TRANSACTIONS

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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.

For a detailed breakdown of management fees and performance compensation for the years ended December 31, 2023, 2022, and 2021, refer to Note 3.

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.

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The Company incurred no indemnification amounts during the periods presented.

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Green Brick Partners, Inc.

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The CMA can be terminated by any of the parties upon 30 days’ prior written notice to the other parties.

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Separation Agreement with CEO

On November 3, 2023, the Company entered into a Deed of Settlement and Release (“Separation Agreement”) with the CEO (Mr.

Simon Burton) pursuant to which Mr.

Burton’s employment with the Company would terminate by mutual consent, including resignation from the Board of Directors, effective as of December 31, 2023.

The following is a summary of the material financial terms of the Separation Agreement:

• $ 2.4 million cash severance payable over 18 months and $ 0.3 million salary continuance to April 30, 2024 (these have been accrued and included in “ Other liabilities ” in the consolidated balance sheets at December 31, 2023);

• $ 1.5 million non-cash charge for accelerated vesting for Mr.

Burton’s remaining 235,936 service restricted shares and modified vesting condition for Mr.

Burton’s remaining 532,035 performance restricted shares in which the service condition is no longer a requirement for vesting (see Note 11) ;

• $ 1.6 million grant date fair value of performance restricted shares to be granted in March 2024.

As a result of the above Separation Agreement, for the year ended December 31, 2023, the Company recognized a total charge of $ 4.3 million including the incremental share-based compensation cost for the modified grants, which is included in “ General and administrative expenses ” in the consolidated statements of operations.

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.

a) Concentration of Credit Risk

Cash and cash equivalents

The Company monitors its concentration of credit risk with financial institutions and limits acceptable counterparties based on current rating, outlook and other relevant factors.

The Company’s credit risk exposure to private debt and convertible debt securities within its “ Other investments ” are immaterial (see Note 4).

Reinsurance balances receivable, net

The following table shows the breakdown of reinsurance balances receivable:

December 31, 2023 December 31, 2022

Premiums receivable

$ 186,940 30.2 % $ 160,559 31.8 %

Funds withheld:

Funds held by cedants

50,075 8.1 % 45,351 9.0 %

Premiums held by Lloyds' syndicates

264,278 42.7 % 188,056 37.2 %

Funds at Lloyd’s

115,772 18.6 % 103,947 20.5 %

Profit commission receivable

2,302 0.4 % 4,888 1.0 %

Deposit assets

888 0.1 % 3,110 0.6 %

Total before provision

620,255 100.1 % 505,911 100.1 %

Provision for expected credit losses

( 854 ) ( 0.1 ) % ( 356 ) ( 0.1 ) %

Reinsurance balances receivable, net

$ 619,401 100.0 % $ 505,555 100.0 %

The Company has posted deposits at Loyd’s to support underwriting capacity for certain syndicates, including Syndicate 3456 (see Note 18).

Lloyd’s has a credit rating of “A” (Excellent) from A.M.

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Premiums receivable includes a significant portion of estimated premiums not yet due.

Brokers and other intermediaries are responsible for collecting premiums from customer on the Company’s behalf.

The Company monitors its concentration of credit risks from brokers (see Note 17) .

The diversity in the Company’s client base limits credit risk associated with premiums receivable and funds (premiums) held by cedents.

Further, under the reinsurance contracts the Company has contractual rights to offset premium balances receivable and funds held by cedants against corresponding payments for losses and loss expenses.

Loss and loss adjustment expenses recoverable, net

The Company regularly evaluates its net credit exposure to the retrocessionaires and their abilities to honor their respective obligations.

See Note 8 for analysis of concentration of credit risk relating to retrocessionaires.

b) Lease Obligations

The Company operates in the Cayman Islands, United Kingdom, and Ireland under various non-cancelable operating lease agreements.

The Company’s weighted-average remaining operating lease term is approximately 2.5 years at December 31, 2023.

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.

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, 2023, the right-of-use assets and lease liabilities relating to the operating leases were $ 1.4 million and $ 1.5 million, respectively (2022:

$ 1.9 million and $ 2.0 million, respectively).

The operating expense for the year ended December 31, 2022, was $ 0.6 million (2021:

For the year ended December 31, 2023, the Company recognized operating lease expense $ 0.6 million (2022:

$ 0.6 million, 2021:

1 unchanged sentence

At December 31, 2023, the commitment for operating lease liabilities for future annual periods was as follows:

Year ending December 31, ($ in thousands)

Year ending December 31,

Total lease payments 1,642

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Present value of lease liabilities $ 1,500

c) 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.

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SEGMENT REPORTING

The Company has one operating segment, Property & Casualty Reinsurance.

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)

The following table sets forth the brokers and their subsidiaries that generated more than 10% of our premiums.

Year ended December 31, Broker Premiums

% of Total Premiums

Guy Carpenter (Marsh) $ 122,766 19.3 %

Aon Benfield 91,642 14.4 %

Aon Benfield $ 159,421 28.3 %

Gallagher Re 91,239 16.2 %

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BMS Group 63,958 11.3 %

Guy Carpenter (Marsh) $ 195,274 40.7 %

Trean Re 112,659 23.5 %

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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:

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2023 2022 2021

($ in thousands)

Commercial $ 51,859 8.1 % $ 14,750 2.6 % $ 10,853 1.9 %

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$ 636,810 100.0 % $ 563,171 100.0 % $ 565,393 100.0 %

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Gross Premiums Written by Geographic Area of Risks Insured

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2023 2022 2021

($ in thousands)

and Caribbean $ 254,792 40.0 % $ 295,428 52.4 % $ 316,015 55.9 %

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(1) “Worldwide” is composed of contracts that reinsure risks in more than one geographic area and may include risks in the U.S.

STATUTORY REQUIREMENTS

The Company’s reinsurance operations are subject to insurance laws and regulations in the jurisdictions in which they operate, principally in the Cayman Islands and in Ireland.

Additionally, the Company’s Syndicate 3456 is regulated by Lloyd’s.

These regulations include certain restrictions on the amount of dividends or other distribution, such as loans or cash advances, available to shareholders without prior approval of the respective regulatory authorities.

The statutory capital and surplus and required minimum statutory capital and surplus of the Company’s most significant regulated reinsurance operations are detailed below:

Cayman Islands

At December 31,

Statutory capital and surplus

569,044 $ 474,985 58,721 68,881

Required statutory capital surplus

256,586 226,507 39,367 41,859

Excess statutory capital

312,458 $ 248,478 19,354 $ 27,022

The statutory net income for the Company’s most significant regulated reinsurance operations were as follows:

Greenlight Re

Year ended December 31, 2023

$ 85,464 $ 11,479

Year ended December 31, 2022

$ 32,290 $ 4,612

Year ended December 31, 2021

$ 15,912 $ 3,800

Cayman Islands

Greenlight Re is subject to the Cayman Islands’ Insurance (Capital and Solvency) (Classes B, C, and D Insurers) Regulations, (2018 Revision) (the “Insurance Regulations”).

Under this Insurance Regulations, Greenlight Re is required to maintain minimum statutory capital and surplus equal to the greater of:

a) the Minimum Capital Requirement of $ 50.0 million and b) the Prescribed Capital Requirement (“PCR”) as defined in the Insurance Regulations.

Greenlight Re is not required to prepare 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, 2023 and 2022, and for the years then ended.

Any dividends declared and paid from Greenlight Re to the Company requires CIMA’s approval.

During the year ended December 31, 2023, $ 8.3 million of dividends (2022:

$ 60.1 million, 2021:

$ 4.0 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 and repay the Company’s Convertible Notes (see Note 9).

At December 31, 2023, $ 312.5 million (2022:

$ 248.5 million) of Greenlight Re’s capital and surplus was available for distribution as dividends.

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Effective January 1, 2016, the Company’s Irish subsidiary (GRIL) is obligated to maintain at all times the Minimum Capital Requirement (“Irish MCR”) and the Solvency Capital Requirement (“SCR”) as calculated by reference to Solvency II definition.

There were no material differences between the statutory financial statements and statements prepared in accordance with U.S.

GAAP for GRIL at December 31, 2023 and 2022, and for the years then ended.

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, 2023 and 2022, none of GRIL’s capital and surplus was available for distribution as dividends.

Lloyd’s of London

The Company operates in the Lloyd’s market through its corporate member, GCM, which provides 100% of Syndicate 3456’s capital support.

Syndicate 3456 is managed by a third party managing agency.

GCM and Syndicate 3456 are bound by the rules of Lloyd’s, which are prescribed by Bye-laws and Requirements made by the Council of Lloyd’s under powers conferred by the Lloyd’s Act 1982.

These rules prescribe members’ membership subscription, the level of their contributions to the Lloyd’s Central Fund and the assets they must deposit with Lloyd’s in support of their underwriting.

Further, the Council of Lloyd’s has broad powers to sanctions breaches of its rules, including the power to restrict or prohibit a member’s participation on Lloyd’s syndicates.

The underwriting capacity of a member of Lloyd’s must be supported by providing a deposit, known as “Funds at Lloyds” or “FAL”, in the form of cash, certain investment securities, or letters of credit.

The FAL is not available for distributions for the payment of dividends or for working capital requirements.

Further, corporate members may also be required to maintain funds under the control of Lloyd’s in excess of their capital requirements and such funds also may not be available for distribution for the payment of dividends.

The amount of FAL for Syndicate 3456 is determined by Lloyd’s and is based on Syndicate 3456’s solvency and capital requirement based on an internal capital model.

See Note 16 for total FAL for Syndicate 3456 and other syndicates in which the Company has a participation interest.

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GREENLIGHT CAPITAL RE, LTD.

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Type of Investment Cost Fair Value Balance

($ in thousands)

Other investments:

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Debt and convertible debt securities 2,499 2,136 2,136

Certificates of deposit 6,000 6,000 6,000

Total other investments 30,969 73,293 73,293

Total investments $ 30,633 $ 70,279 $ 70,279

Total investments - other than investments in related parties $ 30,969 $ 73,293 $ 73,293

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December 31, 2023 December 31, 2022

($ in thousands)

Cash and cash equivalents $ 1,924 $ 975

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Liabilities and equity

Convertible senior notes payable $ 80,534 $ 98,057

Debt $ 73,281 $ 80,534

Other liabilities 712 81

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Additional paid-in capital 484,532 478,439

Retained earnings (deficit) 21,199 ( 9,505 )

Retained earnings 108,029 21,199

Total shareholders’ equity 596,095 503,120

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2023 2022 2021

($ in thousands)

Net investment income $ 5 $ 1 $ 22

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Equity in earnings of consolidated subsidiaries 100,972 36,063 28,082

Consolidated net income (loss) $ 25,342 $ 17,578 $ 3,866

Comprehensive income (loss) $ 25,342 $ 17,578 $ 3,866

Consolidated net income $ 86,830 $ 25,342 $ 17,578

Comprehensive income $ 86,830 $ 25,342 $ 17,578

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2023 2022 2021

($ in thousands)

Cash provided by (used in) operating activities

Net income (loss) $ 25,342 $ 17,578 $ 3,866

Cash flows from operating activities

Net income $ 86,830 $ 25,342 $ 17,578

Adjustments to reconcile net income or loss to net cash provided by (used in) operating activities:

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Share-based compensation expense 5,550 4,028 2,813

Amortization and interest expense, net of change in accruals 79 2,263 2,280

Accretion of debt offering costs and change in interest accruals ( 1,696 ) 79 2,263

Net change in

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Net cash provided by (used in) operating activities 17,968 ( 38,250 ) ( 4,228 )

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

Cash flows from investing activities

Change in notes receivable

Contributed surplus (to) from subsidiaries, net

( 11,727 ) 58,568 4,000

Net cash provided by (used in) investing activities ( 11,727 ) 58,568 14,706

Financing activities

Cash flows from financing activities

Proceeds from term loans 75,000 — —

Repayment of convertible senior notes payable ( 62,147 ) — —

Repurchases of convertible senior notes payable ( 17,198 ) ( 19,793 ) —

Repurchase of Class A ordinary shares — ( 35 ) ( 10,000 )

Net cash provided by (used in) financing activities ( 19,828 ) ( 10,000 ) ( 17,781 )

Net cash used in financing activities ( 4,345 ) ( 19,828 ) ( 10,000 )

Net increase (decrease) in cash and cash equivalents 1,896 490 478

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2021 Property & Casualty $ 63,026 $ 524,010 $ 227,584 $ 539,279 $ 50,152 $ 374,980 $ 144,960 $ 29,369 $ 565,393

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GREENLIGHT CAPITAL RE, LTD.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures