What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-10 compared with 2024-03-05 · 244 added, 175 removed, 437 unchanged (49% of the section changed)

12 unchanged sentences

Viridis Re SPC, Ltd.

We have included a Glossary of Selected Reinsurance Terms at the end of “Part 1, Item 1.

Greenlight Re Ireland Services Limited

We have included a Glossary of Selected Reinsurance Terms at the end of “Part I, Item 1.

Business” of this Form 10-K.

1 unchanged sentence

dollars unless otherwise indicated.

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

Due to rounding, numbers presented in the tables included in this Form 10-K may not add up precisely to the totals provided.

Additionally, we disclosed Non-GAAP financial measures in this Form 10-K.

Refer to “Part II, Item 7, Management Discussion and Analysis - Key Financial Measures and N on-GAAP Measures ” for further details.

Company Overview

Established in 2004, we are a global specialty property and casualty reinsurer headquartered in the Cayman Islands, with a reinsurance and investment strategy that we believe differentiates us from most of our competitors.

Established in 2004, we are a global specialty property and casualty (“P&C”) reinsurer headquartered in the Cayman Islands and listed on NASDAQ (ticker:

We believe we have a reinsurance and investment strategy that differentiates us from most of our competitors.

We conduct our operations principally through two licensed and regulated entities:

1 unchanged sentence

Greenlight Re provides multi-line property and casualty reinsurance globally, while GRIL focuses mainly on specialty business.

Our Syndicate 3456 supports innovative, technology-driven insurance partners (“insurtechs”).

Further, since 2018, we have operated an Innovations business unit to support innovative, technology-driven insurance partners, both in the form of seed capital and reinsurance capacity.

The London market specialty business is central to our underwriting portfolio.

3 unchanged sentences

The ownership of GCM complements our Syndicate 3456 and provides us more control over the FAL business.

Through our Greenlight Re Innovations unit, we also make long-term strategic investments in early-stage insurance companies and managing general agents (“MGAs”) to complement our strategy and strengthen our client relationships.

In December 2023, we incorporated Viridis Re as an exempted segregated portfolio company (“SPC”) in the Cayman Islands.

Through segregated portfolios of Viridis Re, we plan to offer cost-effective insurance and reinsurance solutions to current and future insurtechs and MGA partners.

Our goal is to build long-term shareholder value by providing risk management products and services to the insurance, reinsurance, and other risk marketplaces.

We focus on delivering risk solutions to clients and brokers who value our expertise, analytics, and customer service offerings, while complementing our underwriting activities with a non-traditional investment approach designed to achieve higher rates of return over the long term than reinsurance companies that exclusively employ more traditional investment strategies.

Company Organization and History

Since our inception in 2004, we had two classes of common stock:

(i) our Class A ordinary shares, which were traded on the NASDAQ;

and (ii) our Class B ordinary shares.

The rights of the holders of Class A and Class B shares were identical, except for voting and conversion rights.

Link to Table of Contents

On July 25, 2023, at the Company’s Annual General Meeting (“2023 AGM”), our shareholders approved the re-designation of Class B ordinary shares as Class A ordinary shares.

Such re-designation, alongside the approved reclassification of the Class A ordinary shares as simply “ordinary shares,” resulted in the elimination of the dual-class structure.

We have one class of common stock, our ordinary shares, which trades on the NASDAQ.

Effective January 1, 2024, we hired a new Chief Executive Officer (“CEO”) who undertook a deep review of our business strategies, in addition to meeting key brokers, major clients and Innovations partners.

While this has not resulted in any material change to the Company’s strategic direction;

this has led to making some changes to the leadership team with the appointment of a Group Chief Underwriting Officer (“Group CUO”) and Group Chief Operating Officer (“Group COO”) during 2024 in order to more effectively manage the Company’s operations and anticipated business growth.

Building from our strong performance in 2023, we grew our reinsurance business by 9.7% in gross premiums written during 2024 while maintaining a strong financial position and liquidity.

Additionally, A.M.

Best Company, Inc.

Best”) revised

Return to table of contents

our outlook to positive from stable for our principal operating subsidiaries in October 2024.

We are rated A- (Excellent) by A.M.

At December 31, 2024, we had $2.0 billion of total assets and $0.6 billion of shareholders’ equity, with a debt-to-capital ratio of 9.5%.

Company Capital Stock

We have one class of common stock, our ordinary shares.

Each ordinary share is entitled to one vote per share.

1 unchanged sentence

In connection with certain proposals that passed at our 2023 AGM relating to the elimination of our former dual-class share structure, our Board consented pursuant to Section 11(1)(c) of the Articles to David Einhorn beneficially owning more than 9.9% of the total voting power of the total issued and outstanding ordinary shares, up to the amount of ordinary shares beneficially owned by David Einhorn at the time of the consent (i.e., 6,254,715 ordinary shares, which represents 18.0% of the outstanding ordinary shares as of December 31, 2024 ).

David Einhorn is the Chairman of the Company’s Board of Directors and the President of Greenlight Capital, Inc.

(see " Investments ” in this Item 1).

Business Strategy

Overall, we measure our success by long-term growth in book value per share, which we believe is the most comprehensive gauge of our performance.

We continue to prioritize long-term growth in diluted book value per share as our primary financial metric in measuring the Company’s performance.

The five-year compound annual growth for our diluted book value per share was 8.2% at December 31, 2024.

We also measure our short and long-term underwriting performance based on our net underwriting income.

We have incorporated these two key performance metrics in our incentive compensation plan to align employee and shareholder interests.

Reinsurance operations:

Our business is comprised of the following three strategic pillars:

Open Market Underwriting Strategy:

We strive to grow our diverse book of business by responding timely to changing market conditions, prudently managing our chosen lines of business, and driving sustainable shareholder returns.

We execute our reinsurance business through a two-pillar strategy:

Open market underwriting :

We offer a diverse range of risk management products and services across market segments and geographies.

11 unchanged sentences

• select reinsurance opportunities with anticipated favorable returns on capital.

Innovations and strategic partnerships :

Our strategic investments in insurtech positions us to access a stream of new underwriting business, in addition to potential fee income and investment return on early stage investments.

We refer to this pillar as Greenlight Re Innovations (“Innovations”).

In evaluating Innovations opportunities, we generally ensure that each investment meets at least one of the following criteria:

Link to Table of Contents

● The value we add to a partnership is derived primarily from the application of our risk expertise, not solely capital or reinsurance support;

● The partnership adds expertise to our company in specific risk areas, technology, product innovation, or other areas;

● The partnership approach provides access to a pool of capital, products, or distribution;

● Overall, the partnership approach creates a combined effort that generates a durable strategic or competitive position in one or more markets and increases our opportunities to achieve revenue growth and margin expansion.

In 2022, Syndicate 3456 commenced insurance operations under the Lloyd’s syndicate-in-a-box model, with Greenlight Re as the sole capital provider.

This enables us to capitalize on global insurtech opportunities, while leveraging Lloyd’s strong credit ratings (see Ratings below).

Further, in late 2023, we incorporated Viridis Re as an SPC in the Cayman Islands.

Through segregated portfolios of Viridis Re, we plan to offer cost-effective insurance and reinsurance solutions for current and future insurtech and MGA partners.

Our investment strategy is designed to maximize returns over the long term while minimizing the risk of capital loss.

Return to table of contents

Innovations Investments and Underwriting Strategy:

Since 2018, we have been making strategic capital investments in startup companies and managing general agents (“MGAs”).

In addition to the potential for higher investment returns over the long term, this also strategically positions us for long-term access to a stream of attractive underwriting opportunities directly with our investees, coupled with new sources of fee income through our insurance and reinsurance platforms.

For many of our strategic investments, we have observer rights with the investee’s Board of Directors, providing us with high-level transparency over the investee’s business performance.

To capitalize on global opportunities, in 2022 we created Syndicate 3456, a Lloyd’s syndicate-in-a-box, with a Lloyd’s A+ financial strength rating (see Ratings below).

Greenlight Re is the sole capital provider for Syndicate 3456.

Further, in late 2023, we incorporated Viridis Re as an exempted segregated portfolio company (“SPC”) in the Cayman Islands.

Through segregated portfolios of Viridis Re, we offer a turn-key “captive-as-a-service” alternative for current and future strategic partners, which we believe provides a more cost-effective insurance and reinsurance solution, quicker “go to market” alternative, and shared risk taking and resources opportunities.

From 2022 to 2024, we have expanded our Innovations business, with gross premiums written rising from $50.7 million to $94.7 million (see “ Reportable Segments " within this Item 1.

As a result of building a strong reputation and brand in the insurtech industry in recent years, we continued to grow our pipeline opportunities during 2024, positioning us for further growth in the foreseeable future.

Moreover, during 2024 some of our peers have expressed an interest in participating in our Innovations underwriting portfolio.

This has led us to placing a whole-account retrocession program with them, in which we agreed to cede 28% of Innovations-related contracts incepting in the fourth quarter of 2024 in return for a modest override commission income.

This strategic initiative enables us to grow our share in promising businesses while not being capital constrained.

As result, we can provide greater reinsurance capacity to the startup companies and MGAs (mainly in the insurtech industry) and be meaningful to our partners.

This also positions us well for further portfolio diversification and profitable growth within the Innovations segment.

Value-Oriented Investment Strategy:

Our value-oriented investment strategy, managed through Solasglas, is designed to maximize returns over the long term while minimizing the risk of capital loss.

Unlike the investment strategies of many of our competitors, which invest primarily in fixed-income securities either directly or through fixed-fee arrangements with one or more investment managers, our investment strategy is focused mainly on long and short positions, primarily in publicly-traded equity and corporate debt instruments.

1 unchanged sentence

Business for further information.

We have one operating segment:

property and casualty reinsurance, which also represents our reporting segment.

We analyze our business based on the following lines of business:

covers personal lines, commercial lines exposures and automobile physical damage.

Property business includes both catastrophe and non-catastrophe coverage.

covers general liability, motor liability, professional liability, and workers’ compensation exposures.

Our multi-line business includes the FAL business.

As our Lloyd’s syndicate contracts incorporate property (including incidental catastrophe), casualty, and other exposures, we categorize them as multi-line (and therefore casualty) business.

However, these contracts are composed of primarily short-tailed risks.

covers accident and health, financial (including transactional liability, mortgage insurance, surety, and trade credit), marine, energy, as well as other specialty business such as aviation, crop, cyber, political, and terrorism exposures.

The following table presents our gross premiums written by lines of business for the most recent three years:

Year ended December 31

Reportable Segments

Historically, we had one reportable segment - Property and Casualty Reinsurance.

For the quarter and year ended December 31, 2024, we have revised our reportable segments to Open Market and Innovations.

The change in reportable segments was driven by the appointment of a new CEO, who is the new chief operating decision maker (“CODM”).

Accordingly, all prior years’ comparatives have been recast, where applicable, to conform with the new reportable segments in this Form 10-K.

Refer to “Part II, Item 7.

Note 17 “ Segment Reporting ” to the consolidated financial statements for further details on our reportable segments and a breakdown of our gross premiums written by geographic area of risks insured.

The following table presents the gross premiums written for our reportable segments for the most recent three years:

2024 2023 2022

($ in thousands)

Property $ 113,291 17.8 % $ 85,323 15.2 % $ 52,947 9.4 %

Casualty 351,037 55.1 325,103 57.7 379,113 67.1

Other 172,482 27.1 152,745 27.1 133,333 23.6

603,798 86.5 % 504,435 79.2 % 452,541 80.4 %

Refer to “Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations ” (herein referred as “MD&A”) for additional information relating to our reportable segment and related underwriting performance and Note 17 “ Segment R e porting ” to the consolidated financial statements relating to our reportable segment and a breakdown of our gross premiums written by geographic area of risks insured.

Our consolidated financial statements are located in “Part II, Item 8.

Financial Statements and Supplementary Data .”

Link to Table of Contents

Marketing and Distribution

We source a majority of our business through reinsurance brokers.

94,725 13.6 % 88,601 13.9 % 50,736 9.0 %

Total Segments

$ 698,523 100.0 % $ 593,036 93.1 % $ 503,277 89.4 %

Corporate (1)

(188) — % 43,773 6.9 % 59,894 10.6 %

Total consolidated gross premiums written

$ 698,335 100.0 % $ 636,809 100.0 % $ 563,171 100.0 %

(1) Corporate includes gross premiums written from Innovations’ related property runoff business.

Return to table of contents

Open Market Segment

Our Open Market segment is led by our Group CUO, with approximately 25 years of P&C reinsurance experience.

Our Group CUO also oversees the underwriting activities of our Innovations segment (see below).

We provide treaty reinsurance to insurance companies on a global basis, written on a proportional or non-proportional (also known as excess of loss) basis.

The Open Market segment has the following lines of business:

includes primarily general liability, umbrella, multiline casualty, and workers’ compensation coverage.

• Financial :

includes primarily mortgage, trade credit, surety, transactional liability, and financial multiline coverage.

includes primarily accident and critical illness coverage.

• Multiline :

includes predominantly FAL business, coupled with multiline commercial and personal auto liability, BOP, and multiline commercial coverage.

includes mainly commercial property and property catastrophe coverage.

• Specialty :

includes primarily agriculture, cyber, marine and energy, aviation and space, specialty multiline, and WPVT coverage.

The majority of our Open Market business is produced through reinsurance brokers worldwide.

Brokerage distribution channels provide us with access to an efficient, variable cost and global distribution system.

1 unchanged sentence

We aim to build and strengthen long-term relationships with global reinsurance brokers.

Our management team has relationships with most primary and specialty broker intermediaries in the reinsurance marketplace.

Our underwriting team has relationships with most primary and specialty broker intermediaries in the reinsurance marketplace.

By maintaining close relationships with brokers, we believe that we will continue to obtain access to a broad range of reinsurance clients and opportunities.

9 unchanged sentences

Their commissions are generally determined based on a percentage of gross premiums written.

Gross premiums written by broker, shown individually where premiums by broker (including their subsidiaries and affiliates) were 10% or more of the total in any of the last three years, were as follows:

Year ended December 31

The following table shows the percentage of our Open Market’s gross premiums written by broker, shown individually where a broker accounted for 10% or more of the total, in any of the last three years:

2024 2023 2022

($ in thousands)

Guy Carpenter (Marsh) $ 122,766 19.3 % $ 50,626 9.0 % $ 178,336 31.5 %

Aon Benfield 91,642 14.4 159,421 28.3 139,044 24.6

Gallagher Re 57,731 9.1 91,239 16.2 27,596 4.9

BMS Group 20,277 3.2 51,435 9.1 63,958 11.3

Total of largest brokers $ 292,416 45.9 % $ 352,721 62.6 % $ 408,934 72.3 %

All other brokers, MGAs and direct placements 344,394 54.1 210,450 37.4 156,459 27.7

Aon plc 22.0 % 15.7 % 30.2 %

Marsh & McLennan 19.2 % 24.1 % 12.3 %

Willis Group Holdings plc 16.8 % 17.6 % 20.1 %

Howden Group Holdings 15.3 % 13.4 % 10.3 %

All others and MGAs

26.7 % 29.2 % 27.0 %

100.0 % 100.0 % 100.0 %

We frequently meet in the Cayman Islands, Ireland, U.K.

1 unchanged sentence

We review and (when we deem appropriate) approve all contract submissions in the Cayman Islands or Ireland.

Due to our dependence on brokers, the inability to obtain business from them could adversely affect our business strategy.

Due to our dependence on brokers, the inability to obtain business from them could adversely affect our business

Return to table of contents

See “Item 1A.

Risk Factors — Risks Related to Our Business — The loss of significant brokers could materially and adversely affect our business, financial condition and results of operations.

Risk Factors — Risks Related to Our Business — The loss of significant brokers or customers, could materially and adversely affect our business, financial condition and results of operations.

” We may assume a degree of the credit risk of our reinsurance brokers.

1 unchanged sentence

Risk Factors — Risks Related to Our Business — We are subject to the credit risk of our brokers, cedents, agents and other counterparties.

While most of our business is sourced through reinsurance brokers, we also write some insurance and reinsurance business on a direct basis.

Our Innovations partnerships are a growing source of directly placed business.

Our MGA partners are a key source of premium flow and a vital component of our Innovations strategy.

We work closely with our MGA partners

Link to Table of Contents

who wish to attain Lloyd’s coverholder status, which allows them to conduct business with our Syndicate 3456.

We also use MGAs to transact business on other classes of business within the constraints of prescribed underwriting guidelines.

Prior to January 1, 2023, our FAL business was generated through a Lloyd’s corporate member, which we subsequently acquired effective January 1, 2023.

FAL represented approximately 35%, 33%, and 26% of our gross premiums written for the years ended December 31, 2023, 2022, and 2021, respectively.

FAL represented approximately 40%, 35%, and 26% of our Open Market gross premiums written for the years ended December 31, 2024, 2023, and 2022, respectively.

Innovations Segment

Our Innovations segment is led by our Head of Innovations since 2020, with over 15 years of P&C experience, with the underwriting led by our Innovations Chief Underwriting Officer, with over 22 years of P&C experience.

Innovation-related Investments

We make strategic investments in promising startup companies and MGAs, subject to investment guidelines as approved by our Board of Directors, in addition to providing reinsurance capacity on a case by case basis.

These private investments consist primarily of unlisted equities (mostly preferred shares) and debt instruments.

In evaluating Innovations opportunities, we generally ensure that each investment meets at least one of the following criteria:

● The value we add to a partnership is derived primarily from the application of our risk expertise, not solely capital or reinsurance support;

● The investment provides value to our company in specific risk areas, technology, product innovation, or other areas;

● The partnership approach provides access to a pool of capital, products, or distribution;

Given the higher-risk nature of early / seed-stage investments, we limit our initial investment to between a range of $0.25-$2.0 million for each investee.

At December 31, 2024, we have 44 private companies in our Innovations investment portfolio.

See “Item 1A.

Risk Factors - Risks Relating to Our Innovations Strategy ”

Innovation-related Underwriting

We provide underwriting capacity to our program partners through insurance and reinsurance structures on a global basis, written on a proportional or non-proportional basis.

The Innovations segment has the following lines of business:

includes primarily general liability and multiline casualty coverage.

• Financial :

includes predominantly miscellaneous financial coverage.

includes primarily travel and other miscellaneous health coverage.

• Multiline :

includes mostly business owners’ policy (“BOP”) and multiline commercial coverage, in addition to business written from our Syndicate 3456 (multiple lines of business).

• Specialty :

includes primarily contingency liability and travel-related (e.g.

trip cancellation / interruption, baggage and personal effects, and medical insurance) coverage.

Our Innovations underwriting business is sourced from our strategic partners in startup companies and MGAs.

Concurrently with our initial investment, in most cases, we enter into a right of first offer to provide underwriting capacity based on a minimum percentage of the business written by the direct client.

In some cases, we may not invest capital in the strategic partner but rather provide reinsurance capacity.

We also work closely with our strategic partners who wish to attain Lloyd’s coverholder status, which allows them to conduct business with our Syndicate 3456.

Starting in 2024, as an alternative to the Lloyd’s platform, we also offer to clients the ability to create segregated cells within Viridis Re, providing them more flexible and cost effective reinsurance solutions.

Return to table of contents

The following table shows the percentage of our Innovations’ gross premiums written by customer, shown individually where a customer accounted for 10% or more of the total, in any of the last three years:

2024 2023 2022

Customer A 22.7 % 15.5 % 10.0 %

Customer B 15.1 % 8.9 % 0.4 %

Customer C 9.6 % 30.4 % 25.6 %

Customer D 4.5 % 14.8 % 14.6 %

Customer E 3.4 % 4.6 % 11.5 %

Customer F 0.1 % 2.0 % 11.5 %

Customer G (1)

(0.9) % 0.2 % 10.9 %

All others 45.5 % 23.6 % 15.4 %

100.0 % 100.0 % 100.0 %

(1) Negative percentage reflects a reduction in the prior year’s estimated gross premium written.

Underwriting and Risk Management

14 unchanged sentences

We assign a deal team composed of underwriting and quantitative professionals to evaluate each potential transaction’s pricing and structure.

Before committing capital to any transaction, the deal team and the regional Chief Underwriting Officer must obtain approval from at least one of, the group Chief Executive Officer, GRIL Chief Executive Officer, or Chief Risk Officer.

Before committing capital to any transaction, the deal team and the regional Chief Underwriting Officer must obtain approval from at least one of, the CEO, Group CUO, or GRIL’s CUO (except for deals led by the GRIL’s CUO).

In seeking this approval, the deal team presents the key components of the proposed transaction, including assumptions and threats, market and individual deal risk factors, market capacity dynamics, transaction structure and pricing, maximum downside, and other factors.

5 unchanged sentences

As part of our pricing and underwriting process, we assess, among other factors:

Return to table of contents

● the client’s and industry’s historical loss data;

5 unchanged sentences

● reports provided by independent industry specialists.

Link to Table of Contents

We develop proprietary quantitative models and use several commercially available tools to price our business.

7 unchanged sentences

Refer to “Part II, Item 5.

Management’s Discussion and Analysis of Financial Condition and Results of Operations - F inancial Condition ” for a summary of our catastrophe loss exposure in terms of our probable maximum loss (“PML”), net of retrocession and reinstatement premiums, as at January 1, 2024.

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition ” for a summary of our catastrophe loss exposure in terms of our probable maximum loss (“PML”), net of retrocession and reinstatement premiums, as at January 1, 2025.

Retrocessional Coverage

4 unchanged sentences

We generally purchase uncollateralized retrocessional coverage from reinsurers with a minimum financial strength rating of “A- (Excellent)” from A.M.

Best Company, Inc.

Best or an equivalent rating from a recognized rating service.

7 unchanged sentences

Our in-house claims team oversees claims reviews and approves all claim settlements.

Claims above the claims officer’s authority are referred to the General Counsel, Chief Financial Officer, Chief Executive Officer, or Chief Risk Officer together with the claims officer’s recommendations, for secondary approval.

Claims above the claims manager’s authority are referred to the General Counsel, Chief Financial Officer (“CFO”), CEO, Chief Actuary or Group CUO together with the claims officer’s recommendations, for secondary approval.

We believe that this process ensures that we pay claims in accordance with each contract's terms and conditions.

Where appropriate, we conduct or contract for on-site claims audits at cedents and third-party administrators, particularly for large accounts, Innovations partners, and those whose performance differs from our expectations.

Through these audits, we evaluate and monitor the third-party administrators’ and the ceding companies’ organization and claims-handling practices.

Through these audits, we

Return to table of contents

evaluate and monitor the third-party administrators’ and the ceding companies’ organization and claims-handling practices.

These practices include:

4 unchanged sentences

The results of these claim reserves are shared with the underwriters and actuaries to assist them in pricing products and establishing loss reserves.

Link to Table of Contents

We recognize that the fair interpretation of our reinsurance agreements and timely payment of covered claims are essential components of the service we provide to our clients.

2 unchanged sentences

In doing so, our team groups our portfolio into reserving analysis segments based primarily on homogeneity considerations.

Currently, this process involves analysis at the individual client or transaction level.

Currently, this process involves analysis at the line of business, individual client or transaction level.

We engage an independent actuarial firm who reviews and provides opinions on these reserve estimates at least once a year.

7 unchanged sentences

Accordingly, we believe the most significant accounting judgment made by management is our estimate of loss and loss adjustment expense reserves.

For more information on our reserving process and methodology, refer to the “ Critical Accounting Polic ies and Estimates - Loss and Lo ss Adjustment Expense Re serves ” under “Part II, Item 7.

For more information on our reserving process and methodology, refer to the “ Critical Accounting Policies and Estimates - Loss and Loss Adjustment Expense Reserves ” under “Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

11 unchanged sentences

Financial Statements and Supplementary Data ”.

The reinsurance industry is highly competitive.

Competition is generally focused on available capacity, service, financial strength, and price.

Return to table of contents

We compete for reinsurance business in the Cayman Islands and European markets, The global reinsurance market is highly competitive.

Competition is generally influenced by a variety of factors, including available capacity, service, financial strength ratings, prior history and relationships, and price.

We compete with major global reinsurers, most of which are well-established and have significant operating histories, strong financial strength ratings, and long-standing client relationships.

2 unchanged sentences

Our competitors vary according to the individual market and situation.

Generally, they include Arch Capital, AXIS, Everest Re, Hamilton Re, Hannover Re, RenaissanceRe, SiriusPoint, and smaller companies, other niche reinsurers, and Lloyd’s syndicates and their related entities.

Generally, they include Arch Capital, AXIS Capital, Everest Re, Hamilton Re, Hannover Re, RenaissanceRe, SiriusPoint, and smaller companies, other niche reinsurers, alternative risk providers (such as captives, catastrophe bonds and other forms of insurance linked securities), and Lloyd’s syndicates and their related entities.

Although we seek to provide coverage where capacity and alternatives are limited, we directly compete with these and other larger companies due to the breadth of their coverage across the property and casualty market in substantially all lines of business.

See “Item 1A — Risk Factors — Risks Relating to Our Business – Competitors with greater resources may make it difficult for us to effectively market our products or offer our products at a profit.

Link to Table of Contents

On September 29, 2023, A.M.

Best re-affirmed our “A- (Excellent)” rating with a stable outlook, the fourth highest of 13 ratings, for our two principal operating subsidiaries:

GLRE and GRIL.

On October 18, 2024, A.M.

Best re-affirmed our “A- (Excellent)” and the Long-Term Issuer Credit Ratings of “a-” (Excellent) for our principal operating subsidiaries and revised the outlook to positive from stable.

We believe a strong rating is important to compete and market reinsurance products to clients and brokers.

10 unchanged sentences

Further, by being part of the Lloyd’s market, Syndicate 3456 benefits from the following four Lloyd’s financial strength ratings:

“A” (Excellent) from A.M.

“A+” (Superior) from A.M.

AA- (Very Strong) from Fitch Ratings;

4 unchanged sentences

Greenlight Re holds a Class D insurer license issued in accordance with the terms of the Act and is subject to regulation and supervision by the Cayman Islands Monetary Authority (“CIMA”).

As the holder of a Class D insurer license, Greenlight Re is permitted to carry on reinsurance business from the Cayman Islands but, except with the prior written approval of CIMA, may not carry on any insurance or reinsurance business where the underlying risk originates and resides in the Cayman Islands.

Greenlight Re is required to comply with the following principal requirements under the Act:

Link to Table of Contents

Viridis Re holds a Class B insurer license issued in accordance with the terms of the Act and is subject to regulation and supervision by CIMA.

As the holder of an insurer license, each of Greenlight Re and Viridis Re is permitted to carry on reinsurance business from the Cayman Islands but, except with the prior written approval of CIMA, may not carry on any insurance or reinsurance business where the underlying risk originates and resides in the Cayman Islands.

Greenlight Re and Viridis Re are required to comply with the following principal requirements under the Act:

Return to table of contents

• to maintain capital and a margin of solvency in accordance with the capital and solvency requirements prescribed by the Act;

• to carry on its business in accordance with its business plan and the laws of the Cayman Islands, including the regulatory laws, regulations, rules, and statements of guidance, where applicable;

● to maintain adequate arrangements, including internal controls, for the management of risks and a system of governance as approved by CIMA;

• to maintain a minimum of at least two directors and to seek the prior approval of CIMA in respect of the appointment of directors and officers and to provide CIMA with information in connection therewith and notification of any changes thereto;

2 unchanged sentences

◦ financial statements prepared in accordance with internationally recognized accounting standards, audited by an independent auditor approved by CIMA;

- an actuarial valuation of Greenlight Re’s assets and liabilities, certified by an actuary approved by CIMA;

◦ an actuarial valuation of its assets and liabilities, certified by an actuary approved by CIMA;

◦ certification of solvency prepared by a person approved by CIMA in accordance with the prescribed requirements;

- confirmation that the information contained in Greenlight Re’s license application, as modified by any subsequent changes, remains correct and up to date;

◦ confirmation that the information contained in its license application, as modified by any subsequent changes, remains correct and up to date;

◦ such other information as may be prescribed by CIMA;

5 unchanged sentences

• to examine and make recommendations with respect to, among other things, proposals for the revocation of licenses and cases of suspected insolvency of licensed entities.

Greenlight Re is also required to comply with, amongst other standards, the Rule on Corporate Governance for Insurers, the Rule on Risk Management for Insurers, and the Rule on Investment Activities for Insurers and the associated Statement of Guidance.

Respectively, these rules require regulated insurers to establish and maintain (a) a corporate governance framework that provides for the sound and prudent management and oversight of the insurer's business, including outsourcing and internal controls, and which adequately recognizes and protects the interests of its policyholders, and (b) a risk management framework that is capable of promptly identifying, measuring, assessing, reporting, monitoring and controlling all sources of risks that could have a material impact on its operations, and (c) implement investment activities that consider all of Greenlight Re’s risks and solvency requirements.

Greenlight Re and Viridis Re are also required to comply with, amongst other standards, the Rule on Corporate Governance for Insurers, the Rule on Risk Management for Insurers, and the Rule on Investment Activities for Insurers and the associated Statement of Guidance.

The Act provides that where CIMA believes a licensee is committing, or is about to commit or pursue, an act that is an unsafe or unsound business practice, CIMA may direct the licensee to cease or refrain from committing the act or pursuing the offending course of conduct.

5 unchanged sentences

Where a breach is committed by a corporate entity and is shown to have been committed with the consent, connivance, knowledge, or neglect of an individual, that individual may also be subject to an administrative fine .

Link to Table of Contents

Return to table of contents

Whenever CIMA believes that a licensee is or may become unable to meet its obligations as they fall due, is carrying on business in a manner likely to be detrimental to the public interest or the interests of its creditors or policyholders, has contravened the terms of the Act or has otherwise behaved in such a manner to cause CIMA to call into question the licensee’s fitness, CIMA may take one of several steps.

2 unchanged sentences

Other Regulations in the Cayman Islands

As Cayman Islands exempted companies, Greenlight Capital Re and Greenlight Re may not carry on business or trade locally in the Cayman Islands except in furtherance of their business outside the Cayman Islands and are prohibited from soliciting the public of the Cayman Islands to subscribe for any of their securities or debt.

As Cayman Islands exempted companies, Greenlight Capital Re, Greenlight Re and Viridis Re may not carry on business or trade locally in the Cayman Islands except in furtherance of their business outside the Cayman Islands and are prohibited from soliciting the public of the Cayman Islands to subscribe for any of their securities or debt.

These companies are further required to file a return with the Registrar of Companies in January of each year (“Annual Return”) and to pay an annual registration fee at that time.

Additionally, these companies must comply with the “Anti-Money Laundering Regulations (2023 Revision)” in the Cayman Islands.

Economic substance law requiring a “relevant entity” conducting “relevant activity” to file notifications and, unless exempt, to report to the Tax Information Authority (“TIA”) and maintain economic substance has been introduced in the Cayman Islands.

The International Tax Co-operation (Economic Substance) Act (2021 Revision) and International Tax Co-operation (Economic Substance) Regulations, 2020, were published on February 5, 2021, and August 11, 2020, respectively, and subsequently amended (together, the “ES Act”).

Additionally, these companies must comply with the “Anti-Money Laundering Regulations (as revised)” in the Cayman Islands.

The International Tax Co-operation (Economic Substance) Act (as revised) and International Tax Co-operation (Economic Substance) Regulations, 2020, were published on February 5, 2021, and August 11, 2020, respectively, and subsequently amended (together, the “ES Act”).

The latest version of the Guidance on Economic Substance for Geographically Mobile Activities (“ES Guidance”) was published in July 2022.

As of January 2020, Greenlight Capital Re and Greenlight Re must confirm their economic substance classification on an annual basis and submit this classification to the TIA as a prerequisite to the Annual Return filing.

Greenlight Capital Re, Greenlight Re and Viridis Re must confirm their economic substance classification on an annual basis and submit this classification to the TIA as a prerequisite to the Annual Return filing.

The Cayman Islands has no exchange controls restricting dealings in currencies or securities.

Cayman Islands Status with the European Union (“EU”) and Financial Action Task Force (“FATF”) Compliance

In February 2021, the Cayman Islands was added to the FATF ’s “grey list”, a list of jurisdictions under increased monitoring to address strategic deficiencies in their Anti-Money Laundering (“AML”) / Counter Terrorist Financing regimes, after the FATF identified deficiencies in three main areas.

In January 2022 the Cayman Islands was subsequently added to the EU’s list of jurisdictions with strategic deficiencies in their Anti-Money Laundering / Counter Terrorist Financing regimes (commonly known as the “ EU AML List ”), with the FATF recommended actions being cited by the EU Commission at the time as the justification for adding the Cayman Islands to the EU AML List.

On May 17, 2022, the EU confirmed that it would not require any further measures to be taken in order for the Cayman Islands to be removed from the EU AML List once the jurisdiction has addressed the remaining FATF action items.

On June 23, 2023, the FATF advised that the Cayman Islands had fulfilled the remaining action items and was eligible for removal from the EU AML List.

Following an on-site FATF visit in October 2023, it was announced at the FATF Plenary on October 27, 2023 that the Cayman Islands has been delisted from the FATF grey list.

As a result, the Cayman Islands was subsequently removed from the EU AML List on February 7, 2024.

The Cayman Islands is a member of the Financial Action Task Force (“FATF”) and, like all member countries, it will from time to time be subject to mutual evaluation reviews which may in turn prompt regulatory changes.

The Cayman Islands has completed and satisfied all required action items arising from its 4th round FATF mutual evaluation process.

The FATF has commenced the 5th round mutual evaluation process for member countries, and the Cayman Islands will be assessed as part of the 5th round in due course.

Ireland Insurance Regulations

2 unchanged sentences

Solvency II is supplemented by the European Commission Delegated Regulation (EU) 2015/35, other European Commission “delegated acts” and binding technical standards, and guidelines issued by the European Insurance and Occupational Pensions Authority (“Delegated Acts and Guidelines”).

GRIL is required to comply at all times with the Irish Regulations, the Irish Insurance Acts 1909 to 2018, regulations relating to insurance business or reinsurance business promulgated under the European Communities Act 1972, the Irish Central Bank Acts 1942 to 2018 as amended, regulations promulgated thereunder and directions, guidelines and codes of

Link to Table of Contents

conduct issued by the CBI (collectively the “Irish Insurance Acts and Regulations”).

In addition, GRIL is required to comply with the Delegated Acts and Guidelines and must meet risk-based solvency requirements imposed under Solvency II on insurers and reinsurers across all member states, including Ireland.

GRIL is required to comply at all times with the Irish Regulations, the Irish Insurance Acts 1909 to 2022, regulations relating to insurance business or reinsurance business promulgated under the European Communities Act 1972, the Irish Central Bank Acts 1942 to 2023 as amended, regulations promulgated thereunder and directions, guidelines and codes of conduct issued by the CBI (collectively the “Irish Insurance Acts and Regulations”).

Solvency II and the Delegated Acts and Guidelines set out classification and eligibility requirements, including the characteristics that capital, including any capital contribution, must display to qualify as regulatory capital.

GRIL is also required to comply with the European Union (Insurance Distribution) Regulations 2018 (the "2018 Regulations"), which apply to distributors of insurance and reinsurance products (including insurers and reinsurers).

The 2018 Regulations give effect in Ireland to Directive (EU) 2016/97 (known as the "IDD") and strengthen the regulatory regime applicable to distribution activities through increased transparency, information, and conduct requirements.

The 2018 Regulations give effect in Ireland to Directive (EU) 2016/97 (known as the "IDD") and strengthen the regulatory regime applicable to

Return to table of contents

distribution activities through increased transparency, information, and conduct requirements.

On May 25, 2018, the General Data Protection Regulation (the "GDPR") came into force across the EU.

The GDPR is supplemented and given further effect in Ireland by the Data Protection Acts 1988 to 2018 and by regulations relating to privacy promulgated under the European Communities Act 1972.

The GDPR significantly increases organizations’ obligations and responsibilities in collecting, using, storing, and protecting personal data.

6 unchanged sentences

We have deposited certain assets with Lloyd’s to support GCM’s underwriting business at Lloyd’s.

By entering into a membership agreement with Lloyd’s, GCM has undertaken to comply with all Lloyd’s by-laws and regulations as well as the provisions of the Lloyd’s Acts and the Financial Services and Markets Act 2000, as amended by the Financial Services Act 2012 and the Financial Services and Markets Act 2023.

By entering into a membership agreement with Lloyd’s, GCM has undertaken to comply with all Lloyd’s by-laws and regulations as well as the provisions of the Lloyd’s Acts 1871 to 1982 and the Financial Services and Markets Act 2000, as amended by the Financial Services Act 2012 and the Financial Services and Markets Act 2023.

This arrangement subjects us to the following:

21 unchanged sentences

If Lloyd’s fails this test, the PRA may require the entire Lloyd’s market to cease underwriting or individual Lloyd’s members may be required to cease or reduce their underwriting.

Link to Table of Contents

At December 31, 2023, our total investments were $332.2 million, of which 77.9% (2022 - 71.7%) was invested in SILP and 22.1% (2022 - 28.3%) in Innovation-related investments.

Investment in SILP

Return to table of contents

At December 31, 2024, our total investments were $460.3 million, of which 84.1% (2023 - 77.9%) was invested in Solasglas and 15.9% (2023 - 22.1%) in Innovation-related investments.

Investment in Solasglas

Our investment portfolio is managed by DME Advisors, LP (“DME Advisors”), a value-oriented investment advisor that analyzes companies’ available financial data, business strategies, and prospects to identify undervalued and overvalued securities.

DME Advisors is a related party as it is controlled by David Einhorn, the Chairman of our Board of Directors and the President of Greenlight Capital, Inc.

DME Advisors is a related party as it is controlled by David Einhorn.

Refer to Note 15 “ Related Party Transactions ” of the consolidated financial statements.

Effective September 1, 2018, we have entered into an amended and restated exempted limited partnership agreement of SILP (the “SILP LPA”), as amended from time to time, with DME Advisors II, LLC (“DME II”), as General Partner, Greenlight Re, GRIL and the initial limited partner (each, a “Partner”).

Effective January 1, 2023, we increased the maximum Investment Portfolio, as defined in the SILP LPA, to 60% from 50% of GLRE Surplus, as defined in the SILP LPA.

We present our investment in SILP under the caption “Investment in related party investment fund” in our consolidated balance sheets.

On September 1, 2018, SILP entered into an investment advisory agreement (the “IAA”) with DME Advisors, with an initial term ending on August 31, 2023, subject to automatic extensions for successive three-year terms.

DME Advisors has the contractual right to manage substantially all of our investable assets and is required to follow our investment guidelines and act in a fair and equitable manner in allocating investment opportunities to SILP.

However, DME Advisors is not otherwise restricted with respect to the nature or timing of making investments for SILP.

DME Advisors receives a monthly management fee at an annual rate of 1.5% of each limited partner’s Investment Portfolio, as provided in the SILP LPA.

Effective September 1, 2018, we have entered into an amended and restated exempted limited partnership agreement of Solasglas (the “Solasglas LPA”), as amended from time to time, with DME Advisors II, LLC (“DME II”), as General Partner, Greenlight Re, GRIL and the initial limited partner (each, a “Partner”).

Effective January 1, 2023, we increased the maximum Investment Portfolio, as defined in the Solasglas LPA, to 60% from 50% of GLRE Surplus, as defined in the Solasglas LPA, which was further increased to 70% on August 1, 2024.

We present our investment in Solasglas under the caption “Investment in related party investment fund” in our consolidated balance sheets.

On September 1, 2018, Solasglas entered into an investment advisory agreement (the “IAA”) with DME Advisors, with an initial term ending on August 31, 2023, subject to automatic extensions for successive three-year terms.

However, DME Advisors is not otherwise restricted with respect to the nature or timing of making investments for Solasglas.

DME Advisors receives a monthly management fee at an annual rate of 1.5% of each limited partner’s Investment Portfolio, as provided in the Solasglas LPA.

DME II receives a performance allocation based on the positive performance change of each limited partner’s capital account equal to 20% of net profits calculated per annum, subject to a loss carryforward provision.

1 unchanged sentence

DME II is not entitled to a performance allocation in a year in which a capital account incurs a loss.

At December 31, 2023, we estimate the reduced performance allocation of 10% to continue to be applied until SILP achieves additional investment returns of 113.7%, at which point the performance allocation will revert to 20%.

DME Advisors is required to follow our investment guidelines and act in a manner that it considers fair and equitable in allocating investment opportunities to us and SILP.

However, the IAA does not otherwise impose any specific obligations or requirements concerning the allocation of time, effort, or investment opportunities to us and SILP or any restrictions on the nature or timing of investments for our or SILP’s account or other accounts that DME Advisors or its affiliates may manage.

At December 31, 2024, we estimate the reduced performance allocation of 10% to continue to be applied until Solasglas achieves additional investment returns of 88.3%, at which point the performance allocation will revert to 20%.

DME Advisors is required to follow our investment guidelines and act in a manner that it considers fair and equitable in allocating investment opportunities to us and Solasglas.

However, the IAA does not otherwise impose any specific obligations or requirements concerning the allocation of time, effort, or investment opportunities to us and Solasglas or any restrictions on the nature or timing of investments for our or Solasglas’ account or other accounts that DME Advisors or its affiliates may manage.

DME Advisors can outsource to sub-advisors without our consent or approval.

1 unchanged sentence

Affiliates of DME Advisors presently serve as the general partner or the investment advisor of Greenlight Capital LP, Greenlight Capital Offshore, Ltd., GCOI Intermediate, LP, Greenlight Capital Offshore Master, Ltd., Greenlight Masters, LP, Greenlight Masters Qualified, LP, Greenlight Masters Offshore, Ltd., Greenlight Masters Offshore I, Ltd., Greenlight Masters Offshore Partners, Greenlight Masters Partners and several separately managed accounts (collectively, the “Greenlight Funds”).

We have agreed to use commercially reasonable efforts to cause all our current and future subsidiaries to enter into the SILP LPA.

Under the SILP LPA, we are contractually obligated to use commercially reasonable efforts to cause substantially all investable assets of Greenlight Re and GRIL, with limited exceptions, to be contributed to SILP.

We have agreed to release DME II and DME Advisors and their affiliates from any liability arising out of the IAA or the SILP LPA, subject to certain exceptions.

We have agreed to use commercially reasonable efforts to cause all our current and future subsidiaries to enter into the Solasglas LPA.

Under the Solasglas LPA, we are contractually obligated to use commercially reasonable efforts to cause substantially all investable assets of Greenlight Re and GRIL, with limited exceptions, to be contributed to Solasglas.

We have agreed to release DME II and DME Advisors and their affiliates from any liability arising out of the IAA or the Solasglas LPA, subject to certain exceptions.

Furthermore, DME II has agreed to indemnify us against any liability incurred in connection with certain actions.

Under the SILP LPA, either GLRE Limited Partner may voluntarily withdraw all or part of its capital account for its operating needs by giving DME II at least three business days’ notice.

Either of the GLRE Limited Partners may withdraw as a partner and fully withdraw all of its capital account from SILP on three business days’ notice if the limited partner’s board declares that a cause for withdrawal exists as per the SILP LPA.

Link to Table of Contents

Under the Solasglas LPA, either GLRE Limited Partner may voluntarily withdraw all or part of its capital account for its operating needs by giving DME II at least three business days’ notice.

Either of the GLRE Limited Partners may withdraw as a partner and fully withdraw all of its capital account from Solasglas on three business days’ notice if the limited partner’s board declares that a cause for withdrawal exists as per the Solasglas LPA.

Return to table of contents

Investment Strategy

8 unchanged sentences

These decisions may include buying publicly listed equity securities and corporate debt, selling securities short, and investing in private placements, futures, currencies, commodities, credit default swaps, interest rate swaps, sovereign debt, derivatives, and other instruments.

Investment returns for SILP

In accordance with the SILP LPA, DME Advisors constructs a levered investment portfolio as agreed with the Company (the “Investment Portfolio” as defined in the SILP LPA).

Investment returns for Solasglas

In accordance with the Solasglas LPA, DME Advisors constructs a levered investment portfolio as agreed with the Company (the “Investment Portfolio” as defined in the Solasglas LPA).

Investment returns, net of all fees and expenses, by quarter for the last five years are as follows:

9 unchanged sentences

Effective January 1, 2021, the Investment Portfolio is calculated on the basis of 50% of GLRE Surplus, or the shareholders’ equity of Greenlight Capital Re, Ltd., as reported in Greenlight Capital Re, Ltd.’s then most recent quarterly financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“U.S.

It is adjusted monthly for our net profits and net losses as reported by SILP during any intervening period.

This basis was increased to 60% effective January 1, 2023.

Prior to January 1, 2021, the Investment Portfolio was calculated on the basis of several factors, including the Companies’ shares of SILP’s net asset value, collateral posted by the Companies, and the Companies’ net reserves.

It is adjusted monthly for our net profits and net losses as reported by Solasglas during any intervening period.

This basis was increased to 60% effective January 1, 2023 and to 70% effective August 1, 2024.

Prior to January 1, 2021, the Investment Portfolio was calculated on the basis of several factors, including the Companies’ collective investment in Solasglas, the collateral posted by the Companies, and the Companies’ net reserves.

Innovation-related Investments

As previously noted, we make strategic investments in promising private insurtech companies, subject to investment guidelines as approved by our Board of Directors, in addition to providing reinsurance capacity on a case by case basis.

These private investments consist primarily of unlisted equities (mostly preferred shares) and debt instruments.

Risk Factors - Risks Relating to Our Innovations Strategy - Investments in privately held early-stage companies involve significant risks.

See “ In novations Segment ” within this Item 1.

Business for further information.

For further information about our total investments and investment income, refer to “Part II, Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condit ion ” and “Note 3 - Investments in Related Party Investments Fund and Note 4 - Other Investments ” of the consolidated financial statements.

Link to Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition ” and “Note 3 - Investments in Related Party Investments Fund and Note 4 - Other Investments ” of the consolidated financial statements.

Enterprise Risk Management

1 unchanged sentence

Our ERM processes are in place to accurately identify, assess, manage, and monitor risks in line with our strategic objectives and risk appetite.

We maintain an Executive Risk Committee (ERC) which oversees the ERM function and is responsible for the design and review of risk management framework (RMF).

The ERC is chaired by the Chief Risk Officer (CRO), with the Chief Executive Officer (CEO), Chief Financial Officer (CFO), GRIL Chief Executive Officer Ireland, and Chief Actuary as members.

Return to table of contents

We maintain an Executive Risk Committee (ERC) which oversees the ERM function and is responsible for the design and review of risk management framework (RMF), comprised of various members of our executive team.

The Board of Directors approves the RMF on an annual basis or as appropriate.

The RMF sets out the risk management roles and responsibilities for all stakeholders across the organization, and sets the quantitative and qualitative metrics of our risk appetite, risk monitoring, and risk mitigation measures.

The CRO collates risk metrics from risk owners on at least a quarterly basis and presents a risk grid to the ERC and the Audit Committee of the Board of Directors.

Risk metrics from risk owners are gathered and collated on at least a quarterly basis and a risk grid is presented to the ERC and the Audit Committee of the Board of Directors.

One of the key objectives of our ERM function is to ensure that our underwriting efforts comply with explicitly stated underwriting appetite.

19 unchanged sentences

Refer to “Item 1C.

Cybersecu rity ” for more information on our cybersecurity risk management.

Cybersecurity ” for more information on our cybersecurity risk management.

See “Part I, Item 1A.

1 unchanged sentence

” and “— Technology breaches or failures, including those resulting from a malicious ransomware or cyber-attack on us or our business partners and service providers, could disrupt or otherwise negatively impact our business .

Link to Table of Contents

Return to table of contents

Human Capital Management

Human Capital Resources Oversight

Human Capital & Company Core Values

Our employees are our most valuable asset and are core to our success.

1 unchanged sentence

We believe in fostering an open and collaborative culture that encourages employees to take ownership of their performance and development.

Our executive management team is committed to creating an environment where every employee can succeed.

The Compensation Committee of our Board of Directors is actively engaged in the oversight of our employees, work environment, and compensation practices and receives regular updates from management on progress and developments.

Diversity, Equity, and Inclusion (“DEI”) Initiatives

DEI is core to our culture and business.

We believe an inclusive and diverse workforce contributes different perspectives that enable us to continue to succeed.

We strive to create an environment of inclusion that is grounded in the strength and diversity of our employees.

Our executive management team and Board of Directors are committed to creating an environment where every employee can succeed.

In April 2024, we conducted a comprehensive group-wide employee engagement survey with an 88% employee completion rate.

As a result of employee input, and following feedback from our Board of Directors, in late 2024 we formalized the following set of core values that reflect how our colleagues should strive to operate and behave across the Company, regardless of location, level, or function:

Nimble, Innovative, Excellence, Accountable, and Collaborative.

We are now in the process of taking steps to embed these core values into all aspects of our culture through such areas as employee onboarding, reviews and recognition programs.

As of December 31, 2024, 40% of our total global employees were female.

In January 2025, we conducted a survey completed by 83% of our employees, with approximately 33% of employees identifying as racially or ethnically diverse.

At March 1, 2024, we had 64 total employees worldwide, 36 of whom were based in Grand Cayman, Cayman Islands, 16 in Dublin, Ireland, and 12 in London, United Kingdom.

At March 7, 2025, we had 75 total employees worldwide, including internship and part-time employees, 35 of whom were based in Grand Cayman, Cayman Islands, 25 in Dublin, Ireland, and 15 in London, United Kingdom.

From time to time, we also engage consultants and contract with third parties, as needed, to provide additional resources to support our business activities.

8 unchanged sentences

We also offer welfare benefits and other perquisites, including a defined contribution pension plan and medical insurance coverage for our employees.

As part of our commitment to supporting our employees, we match any contributions made by our employees to charities and not-for-profit organizations.

As part of our commitment to supporting our employees, we match certain contributions made by our employees to charities and not-for-profit organizations.

We believe our employees are fairly compensated without regard to gender, race, and ethnicity.

3 unchanged sentences

Our Code of Business Conduct and Ethics is available on our website.

Return to table of contents

Additional Information

1 unchanged sentence

Information contained on our website is not incorporated by reference into this Annual Report.

Link to Table of Contents

Glossary of Selected Reinsurance Terms

6 unchanged sentences

Actuary A person professionally trained in the mathematical and technical aspects of insurance and related fields, particularly in calculating premiums, loss reserves, and other values.

Aviation and space coverage

Aviation covers loss of or damage to an aircraft and the aircraft operations’ liability to passengers, cargo and hull as well as to third parties.

Space covers damage to a satellite during launch and in orbit.

Business owners’ policy (BOP) coverage is designed for small to mid-size businesses and generally combines several key coverages into one policy, including general liability, commercial property, and business interruption.

Broker An intermediary who negotiates contracts of insurance or reinsurance, receiving a commission for placement and other services rendered, between (1) a policyholder and a primary insurer, on behalf of the policyholder, (2) a primary insurer and a reinsurer, on behalf of the primary insurer, or (3) a reinsurer and a retrocessionaire, on behalf of the reinsurer.

15 unchanged sentences

Composite ratio The composite ratio is the ratio of underwriting losses incurred, loss adjustment expenses, and acquisition costs, excluding underwriting-related general and administrative expenses, to net premiums earned, or equivalently, the sum of the loss ratio and acquisition cost ratio.

Contingency liability coverage

Covers event cancellation and non-appearance.

Return to table of contents

Corporate expenses Corporate expenses include those costs associated with operating as a publicly listed entity and an allocation of other general and administrative expenses.

Delegated authority

A contractual arrangement between an insurer or reinsurer or an agent whereby the agent is authorized to bind insurance or reinsurance on behalf of the insurer or reinsurer.

Delegated authority A contractual arrangement between an insurer or reinsurer or an agent whereby the agent is authorized to bind insurance or reinsurance on behalf of the insurer or reinsurer.

The authority is generally limited to a particular class or classes of business and a particular territory.

2 unchanged sentences

Deposit assets and liabilities Assets (or liabilities) representing the consideration paid (or received) in connection with contracts that do not incorporate sufficient risk transfer to merit reinsurance accounting.

Link to Table of Contents

Development The difference between the amount of reserves for losses and loss adjustment expenses initially estimated by an insurer or reinsurer and the amount re-estimated in an evaluation at a later date.

19 unchanged sentences

Reserves are established for losses and loss adjustment expenses and consist of reserves established for individual reported claims and incurred but not reported losses.

Marine & energy coverage

Covers damage to ships and goods in transit, marine liability lines and yacht-owned perils.

Energy includes offshore energy industry insurance.

Offshore energy covers losses relating to offshore oil, gas, and renewable energy operations.

Multi-line Contracts that cover more than one line of business.

Mortgage coverage

Covers credit risks that compensates insureds for losses arising from mortgage loan defaults.

Net financial impact The net impact of prior period loss development after taking into account net losses and loss expenses incurred, earned reinstatement premiums assumed and ceded, and adjustments to assumed and ceded acquisition costs and profit commissions.

Return to table of contents

Net premiums written An insurer’s gross premiums written, less premiums ceded to reinsurers.

8 unchanged sentences

Profit commission A commission paid by a reinsurer to a ceding insurer based on a predetermined percentage of the profit realized by the reinsurer on the ceded business.

Link to Table of Contents

Property insurance Property insurance covers a business’s building and its contents—money and securities, records, inventory, furniture, machinery, supplies, and even intangible assets such as trademarks—when damage, theft, or loss occurs.

15 unchanged sentences

Retrocessional reinsurance does not legally discharge the ceding reinsurer from its liability with respect to its obligations to the reinsured.

A term used to denote the physical units of property at risk or the object of insurance protection that are not perils or hazards.

Risks A term used to denote the physical units of property at risk or the object of insurance protection that are not perils or hazards.

Also defined as chance of loss or uncertainty of loss.

3 unchanged sentences

Severity business Insurance/reinsurance characterized by contracts containing the potential for significant losses emanating from one event.

Return to table of contents

Surety and fidelity insurance Surety and fidelity insurance includes (1) insurance guaranteeing the fidelity of persons holding positions of public or private trust;

1 unchanged sentence

and (3) insurance indemnifying banks, bankers, brokers, financial or moneyed corporations or associations against loss.

System and Organizational Controls (SOC) 2 Type II Report (“SOC 2 Report”)

It is a reporting framework developed by the American Institute of Certified Public Accountants (“AICPA”) for independent audits of controls over information and systems relevant to security, availability, processing integrity, confidentiality, and privacy.

A member or group of members underwriting (re)insurance business at Lloyd’s through the agency of a managing agent or substitute agent to which a syndicate number is assigned.

A reinsurance agreement covering a book or class of business that is automatically accepted on a bulk basis by a reinsurer.

System and Organizational Controls (SOC) 2 Type II Report (“SOC 2 Report”) It is a reporting framework developed by the American Institute of Certified Public Accountants (“AICPA”) for independent audits of controls over information and systems relevant to security, availability, processing integrity, confidentiality, and privacy.

Syndicate A member or group of members underwriting (re)insurance business at Lloyd’s through the agency of a managing agent or substitute agent to which a syndicate number is assigned.

Trade credit coverage

Covers short-term commercial credit insurance, including pre-agreed domestic and export sales of goods and services with typical coverage periods of 60 to 120 days.

Transactional liability coverage

Covers financial losses relating to mergers and acquisitions arising from unforeseen risks, including potential breaches, misrepresentations, or undisclosed liabilities.

Treaty A reinsurance agreement covering a book or class of business that is automatically accepted on a bulk basis by a reinsurer.

A treaty contains common contract terms along with a specific risk definition, data on limit and retention, and provisions for premium and duration.

Underwriter An insurance or reinsurance company employee who examines, accepts, or rejects risks and classifies risks to charge an appropriate premium for each accepted risk.

Link to Table of Contents

Underwriting The process of evaluating, defining, and pricing reinsurance risks including, where appropriate, the rejection of such risks, and the acceptance of the obligation to pay the reinsured under the terms of the contract.

4 unchanged sentences

Workers’ compensation insurance Workers’ compensation insurance provides medical, disability, and lost-wage benefits to employees for injuries and illness sustained in the course of their employment.

Link to Table of Contents

WPVT coverage

Covers losses relating to war, political violence, and terrorism.

Return to table of contents

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 1. Business