9 unchanged sentences
GAAP and includes those policies and procedures that:
−Removed: Link to Table of Contents
● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
7 unchanged sentences
Based on this evaluation, our management concluded that our system of internal control over financial reporting was effective as of December 31, 2024.
−Removed: 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.
+Added: Return to table of contents
+Added: Deloitte Ltd., an independent registered public accounting firm, which has audited the financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2024, as required under this Item 9A, which is included herein.
+Added: Return to table of contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
17 unchanged sentences
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;
−Removed: (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
−Removed: Link to Table of Contents
−Removed: expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
+Added: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
5 unchanged sentences
March 10, 2025
+Added: Return to table of contents
OTHER INFORMATION
12 unchanged sentences
This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference.
−Removed: Link to Table of Contents
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
2 unchanged sentences
This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference.
−Removed: Link to Table of Contents
+Added: Return to table of contents
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
3 unchanged sentences
PCAOB ID# 5230 )
−Removed: Report of Independent Registered Public Accounting Firm (on the consolidated financial statements) ( BDO USA, LLP ;
−Removed: Grand Rapids, Michigan, USA .;
−Removed: PCAOB ID# 243 )
Report of Independent Registered Public Accounting Firm (on the financial statements of Solasglas Investments, L P) ( Ernst & Young Ltd.
1 unchanged sentence
PCAOB ID# 1655 )
−Removed: Consolidated Balance Sheets as of December 31, 2023 and 2022 F- 5
−Removed: Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021 F- 6
−Removed: Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2023, 2022, and 2021 F- 7
−Removed: Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021 F- 8
−Removed: Notes to the Consolidated Financial Statements F- 9
+Added: Consolidated Balance Sheets as of December 31, 2024 and 2023
+Added: Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022
+Added: Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2024, 2023, and 2022
+Added: Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022
+Added: Notes to the Consolidated Financial Statements
(a)(2) Financial Statement Schedules*
9 unchanged sentences
FORM 10-K SUMMARY
−Removed: Link to Table of Contents
+Added: Return to table of contents
EXHIBIT INDEX
12 unchanged sentences
2 to Shareholders Agreement, dated and effective as of June 30, 2021 (incorporated by reference to Exhibit 10.1 to the Company Form 8-K filed June 30, 2021).
+Added: Amendment No.
+Added: 3 to Shareholders Agreement, dated and effective as of May 30, 2024 (incorporated by reference to Exhibit 10.1 to the Company Form 8-K filed May 30, 2024).
Form of Deed of Indemnity between the Registrant and each of its directors and certain of its officers (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement No.
3 unchanged sentences
333-139993) .
−Removed: 10.8 Letter of Credit Agreement, dated August 20, 2010, between Greenlight Reinsurance, Ltd.
−Removed: and Citibank Europe plc.
−Removed: (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on November 2, 2010) .
10.9 Master Reimbursement Agreement, dated August 20, 2010, between Greenlight Reinsurance, Ltd.
15 unchanged sentences
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) .
−Removed: Link to Table of Contents
10.19 (1) Restricted Stock Award Agreement by and between Greenlight Capital Re, Ltd.
2 unchanged sentences
and Laura Accurso (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed October 25, 2022) .
+Added: Return to table of contents
10.21 (1) Restricted Stock Award Agreement by and between Greenlight Capital Re, Ltd.
7 unchanged sentences
and the initial limited partner, dated as of January 7, 2021 and effective as of January 1, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on December 15, 2022) .
+Added: Amendment No.
+Added: 2, dated as of August 1, 2024, to the Second Amended and Restated Exempted Limited Partnership Agreement of Solasglas Investments, LP, between DME Advisors II, LLC, as General Partner, Greenlight Reinsurance, Ltd., Greenlight Reinsurance Ireland, Designated Activity Company, Greenlight Capital Re, Ltd.
+Added: and the initial limited partner, dated as of January 7, 2021 and effective as of January 1, 2021 (incorporated by reference to Exhibit 10.1of the Company’s Form 8-K filed on August 6, 2024).
Employment Offer, dated March 23, 2009, by and between Greenlight Reinsurance, Ltd.
13 unchanged sentences
and Neil Greenspan (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on March 9, 2023).
−Removed: Employment Agreement dated March 6, 2023 , by and amo ng Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd.
−Removed: a nd David Sigmon .
+Added: Employment Agreement dated March 6, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd.
+Added: and 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).
2 unchanged sentences
Deed of Settlement and Release, dated as of November 3, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd.
−Removed: and Simon Burton (incorporated by reference to Exhibit 10.2 of the Company ’ s Form 8- K on No vember 11, 2023) .
−Removed: C redit Agreement, dated as of December 22, 2 023, by and between Greenlight Reinsurance , Ltd.
+Added: and Simon Burton (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K on November 11, 2023).
+Added: Credit Agreement, dated as of December 22, 2023, by and between Greenlight Reinsurance, Ltd.
and CIBC Bank USA, as lender.
−Removed: Link to Table of Contents
Stock Option Agreement by and between Greenlight Capital Re, Ltd.
and Gregory Richardson dated January 4, 2024.
−Removed: C onsulting Agreement , dated as of March 6, 2023, by and amo ng Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd.
−Removed: and Neil Greenspan (incor porated by reference to Exhibit 10.3 of the Company ’ s Form 8-K filed on March 9, 2023).
+Added: Consulting Agreement, dated as of March 6, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd.
+Added: and Neil Greenspan (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on March 9, 2023).
+Added: Return to table of contents
+Added: Continuing Letter of Credit Agreement, dated as of December 17, 2024, by and between HSBC Bank USA, National Association and Greenlight.
+Added: Amendment and Restatement Agreement, dated as of December 19, 2024, by and between Greenlight and Citibank Europe plc.
+Added: Fee Letter for Issuance of Credits, dated as of December 19, 2024, by and between Citibank Europe plc and Greenlight.
+Added: Insurance Letters of Credit – confirmation of uncommitted facility amount, dated as of December 19, 2024, from Citibank Europe plc to Greenlight.
+Added: Greenlight Capital Re, Ltd.
+Added: Form of Employees’ Restricted Stock Unit Award
+Added: Greenlight Capital Re, Ltd.
+Added: Form of Directors’ Restricted Stock Unit Award
+Added: Transfer of Patrick O ’ Bri e n ’ s employment from Greenlight Reinsurance Ireland DAC to Greenlight Re Ireland Services Limited
+Added: I nsider Trading Policy
21.1 Subsidiaries of the registrant.
23.1 Consent of Deloitte Ltd.
−Removed: 23.2 Consent of BDO USA, P.C .
23.2 Consent of Ernst & Young Ltd.
8 unchanged sentences
furnished herewith pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Greenlight Capital Re, Lt d.
+Added: Greenlight Capital Re, Ltd.
Clawback Policy
11 unchanged sentences
The Registrant has no responsibility for the form or content of the Solasglas Investments, LP financial statements since it does not control Solasglas Investments, LP.
−Removed: Link to Table of Contents
+Added: Return to table of contents
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
7 unchanged sentences
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 10, 2025.
−Removed: EINHORN /s/ LEONARD GOLDBERG
−Removed: Director Leonard Goldberg
−Removed: /s/ URSULINE FOLEY /s/ BRYAN MURPHY
−Removed: Ursuline Foley
−Removed: Director Bryan Murphy
−Removed: /s/ IAN ISAACS /s/ VICTORIA GUEST
−Removed: Director Victoria Guest
−Removed: /s/ FARAMARZ ROMER /s/ JOHNNY FERRARI
−Removed: Faramarz Romer
−Removed: Chief Financial Officer
−Removed: (principal financial and accounting officer) Johnny Ferrari
−Removed: /s/ GREGORY RICHARDSON /s/ JOSEPH PLATT
+Added: Return to table of contents
+Added: /s/ GREGORY RICHARDSON
+Added: Chief Executive Officer, Director
Gregory Richardson
−Removed: Director and Chief Executive Officer
−Removed: (principal executive officer) Joseph Platt
+Added: (Principal Executive Officer)
+Added: /s/ FARAMARZ ROMER
+Added: Chief Financial Officer
+Added: Faramarz Romer
+Added: (Principal Financial Officer)
+Added: /s/ STEVEN ARCHAMBAULT
+Added: Chief Accounting Officer
+Added: Steven Archambault
+Added: (Principal Accounting Officer)
+Added: /s/ DAVID EINHORN
+Added: Chair of the Board
+Added: David Einhorn
+Added: /s/ JONNY FERRARI
+Added: Jonny Ferrari
+Added: /s/ URSULINE FOLEY
+Added: Ursuline Foley
+Added: /s/ LEONARD GOLDBERG
+Added: Leonard Goldberg
+Added: /s/ VICTORIA GUEST
+Added: Victoria Guest
+Added: /s/ IAN ISAACS
+Added: /s/ BRYAN MURPHY
+Added: /s/ JOSEPH PLATT
/s/ DANIEL ROITMAN
Daniel Roitman
−Removed: Link to Table of Contents
+Added: Return to table of contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
1 unchanged sentence
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Greenlight Capital Re, Ltd.
−Removed: (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").
−Removed: 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.
+Added: We have audited the accompanying consolidated balance sheets of Greenlight Capital Re, Ltd.
+Added: (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations , changes in shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, 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, 2024, 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 10, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: We did not audit the financial statements of Solasglas Investments, LP, an equity method investment of the Company, as of December 31, 2024 and 2023, and for each of the three years in period ended December 31, 2024.
+Added: The Company’s investment in Solasglas Investments, LP as of December 31, 2024 and 2023 was $387.1 million and $258.9 million, respectively, and its equity in net income of Solasglas Investments, LP was $33.6 million, $28.7 million and $54.8 million for the years ended December 31, 2024, 2023 and 2022.
+Added: The financial statements of Solasglas Investments, LP were audited by Ernst & Young Ltd.
+Added: 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 Ernst & Young Ltd.
Basis for Opinion
5 unchanged sentences
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
+Added: We believe that our audits and the report of Ernst & Young Ltd.
+Added: provide a reasonable basis for our opinion.
Critical Audit Matter
7 unchanged sentences
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.
−Removed: Link to Table of Contents
+Added: Return to table of contents
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.
13 unchanged sentences
We have served as the Company's auditor since 2022.
−Removed: Link to Table of Contents
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: Shareholders and Board of Directors
−Removed: Greenlight Capital Re, Ltd.
−Removed: Grand Cayman, Cayman Islands
−Removed: Opinion on the Consolidated Financial Statements
−Removed: We have audited the accompanying consolidated statements of operations, changes in shareholders’ equity, and cash flows of Greenlight Capital Re, Ltd.
−Removed: (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”).
−Removed: 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.
−Removed: 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.
−Removed: The Company’s equity in net income of Solasglas Investments, LP was $18.1 million for the year ended December 31, 2021.
−Removed: 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.
−Removed: Basis for Opinion
−Removed: These consolidated financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: 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.
−Removed: 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.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: 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.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: /s/ BDO USA, LLP.
−Removed: We have served as the Company's auditor from 2006 to 2022
−Removed: Grand Rapids, Michigan, U.S.A.
−Removed: March 8, 2022
−Removed: Link to Table of Contents
+Added: Return to table of contents
Report of Independent Registered Public Accounting Firm
2 unchanged sentences
Opinion on the Financial Statements
−Removed: 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”).
−Removed: 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.
+Added: 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, 2024 and 2023, the related statements of operations and performance allocation, changes in partners’ capital and cash flows for the years ended December 31, 2024, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”).
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2024 and 2023, and the results of its operations, changes in its partners’ capital and its cash flows for the years ended December 31, 2024, 2023 and 2022 in conformity with U.S.
generally accepted accounting principles.
18 unchanged sentences
March 10, 2025
−Removed: Link to Table of Contents
+Added: Return to table of contents
GREENLIGHT CAPITAL RE, LTD.
34 unchanged sentences
issued and outstanding, 35,336,732 )
−Removed: par value $ 0.10 ;
−Removed: issued and outstanding, 6,254,715 )
Additional paid-in capital 481,551 484,532
4 unchanged sentences
integral part of the Consolidated Financial Statements.
−Removed: Link to Table of Contents
+Added: Return to table of contents
GREENLIGHT CAPITAL RE, LTD.
13 unchanged sentences
Foreign exchange gains (losses) ( 5,606 ) 11,566 ( 5,988 )
−Removed: Other income (expense), net 6,306 ( 5,789 ) 660
+Added: Other income 2,119 265 —
Total revenues 696,026 667,082 526,683
1 unchanged sentence
Acquisition costs 176,775 168,877 143,148
−Removed: General and administrative expenses 43,240 31,606 29,369
+Added: Underwriting expenses 22,857 19,587 13,813
+Added: Corporate and other expenses 16,377 23,653 17,793
Deposit interest expense 3,347 2,687 6,717
2 unchanged sentences
Income before income tax 43,565 86,930 24,526
−Removed: Income tax (expense) benefit ( 100 ) 816 ( 3,746 )
+Added: Income tax recovery (expense) ( 749 ) ( 100 ) 816
Net income $ 42,816 $ 86,830 $ 25,342
−Removed: Earnings per share
+Added: Earnings per share ("EPS"):
Basic $ 1.26 $ 2.55 $ 0.75
Diluted $ 1.24 $ 2.50 $ 0.73
−Removed: Weighted average number of ordinary shares used in the determination of earnings and loss per share
+Added: Weighted average number of ordinary shares used in the determination of EPS:
Basic 34,097,572 34,067,974 33,908,156
2 unchanged sentences
integral part of the Consolidated Financial Statements.
−Removed: Link to Table of Contents
+Added: Return to table of contents
GREENLIGHT CAPITAL RE, LTD.
14 unchanged sentences
Balance - end of period 481,551 484,532 478,439
−Removed: Retained earnings (deficit)
+Added: Retained earnings
Balance - beginning of period 108,029 21,199 ( 9,505 )
5 unchanged sentences
integral part of the Consolidated Financial Statements.
−Removed: Link to Table of Contents
+Added: Return to table of contents
GREENLIGHT CAPITAL RE, LTD.
7 unchanged sentences
Income from investments in related party investment fund ( 33,605 ) ( 28,696 ) ( 54,844 )
−Removed: Net realized gain on repurchase of convertible senior notes payable ( 265 ) ( 343 ) —
+Added: Net realized gain on repurchases of convertible senior notes payable — ( 265 ) ( 343 )
Net realized and unrealized losses (gains) on other investments 918 ( 1,738 ) ( 9,858 )
−Removed: Net realized and unrealized losses on derivatives 577 — —
−Removed: Current expected credit losses recognized on reinsurance assets 923 282 —
+Added: Net realized and unrealized losses (gains) on derivatives ( 335 ) 577 —
Share-based compensation expense 4,456 6,145 4,684
−Removed: Accretion of debt offering costs and change in interest accruals ( 1,696 ) 79 2,263
−Removed: Depreciation expense — — 16
+Added: Accretion of debt offering costs, net of change in interest accruals 1,220 ( 1,696 ) 79
Net change in:
10 unchanged sentences
Cash flows from investing activities
−Removed: Proceeds from redemptions from related party investment fund 78,997 125,365 115,835
−Removed: Contributions to related party investment fund ( 130,994 ) ( 65,127 ) ( 114,604 )
−Removed: Purchases of investments ( 7,136 ) ( 13,223 ) ( 4,996 )
−Removed: Proceeds from maturity of term deposit 6,000 — 20,755
−Removed: Change in notes receivable — — 6,101
−Removed: Net cash provided by (used in) investing activities ( 53,133 ) 47,015 23,091
+Added: Proceeds from redemptions of investment in Solasglas 34,000 78,997 125,365
+Added: Contributions to investment in Solasglas ( 128,649 ) ( 130,994 ) ( 65,127 )
+Added: Purchases of other investments ( 1,730 ) ( 7,136 ) ( 13,223 )
+Added: Proceeds on disposal of other investments 889 6,000 —
+Added: Purchases of other assets ( 1,072 ) — —
+Added: Net cash (used in) provided by investing activities ( 96,562 ) ( 53,133 ) 47,015
Cash flows from financing activities
2 unchanged sentences
Repayment of convertible senior notes payable — ( 62,147 ) —
−Removed: Repurchases of convertible senior notes payable ( 17,198 ) ( 19,793 ) —
−Removed: Repurchase of Class A ordinary shares — ( 35 ) ( 10,000 )
+Added: Repurchase of convertible senior notes payable — ( 17,198 ) ( 19,793 )
+Added: Repurchase of shares ( 7,488 ) — ( 35 )
Net cash used in financing activities ( 21,240 ) ( 5,292 ) ( 19,828 )
9 unchanged sentences
integral part of the Consolidated Financial Statements.
−Removed: Link to Table of Contents
+Added: Return to table of contents
GREENLIGHT CAPITAL RE, LTD.
15 unchanged sentences
• Verdant Holding Company, Ltd., domiciled in the United States since 2008, is an investment holding company.
−Removed: • 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.
−Removed: Additionally, through Syndicate 3456, Greenlight Re provides a (re)insurance platform to its growing portfolio of insurtech partnerships.
+Added: • 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 licensed with CIMA as a Class B(iii) general insurer.
+Added: • Greenlight Re Ireland Services Limited (“GRIS”), domiciled in Ireland, is a management services company which was incorporated in 2024.
+Added: Additionally, through Syndicate 3456, Greenlight Re provides a (re)insurance platform to its growing portfolio of strategic partnerships.
Domiciled in the U.K.
4 unchanged sentences
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.
−Removed: Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the presentation of the current consolidated financial statements.
−Removed: The Company has reported separately the foreign exchange gains (losses) from “ Other income ” in the consolidated statements of operations.
+Added: The following amounts in the prior period consolidated financial statements have been reclassified to conform to the presentation of the current consolidated financial statements:
+Added: Return to table of contents
+Added: • The Company has reported separately “Underwriting expenses” from “Corporate and other expenses” in the consolidated statements of operations, which were previously combined and reported as “General and administrative expenses”.
+Added: This resulted in no change to the previously reported total expenses or net income.
+Added: • The Company has reclassified investment-related income from Lloyd’s syndicates which was previously presented in the consolidated statements of operations under the caption “Other income, net” to “Net investment income”.
This resulted in no change to the previously reported total revenues or net income.
−Removed: 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.
−Removed: 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.
−Removed: Link to Table of Contents
−Removed: 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.
+Added: Additionally, the Company has revised its reporting segments to Open Market and Innovations (see Note 17).
+Added: Prior year comparatives have been recast to conform with the new reportable segments.
+Added: In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position and results of operations as at the end of December 31, 2024 and for the comparative periods presented.
Tabular dollar are in thousands, with the exception of per share amounts or otherwise noted.
All amounts are reported in U.S.
+Added: Return to table of contents
SIGNIFICANT ACCOUNTING POLICIES
4 unchanged sentences
Actual results could differ from these estimates.
−Removed: The Company’s principal estimates include:
+Added: The Company’s significant estimates include:
• loss and loss adjustment expense reserves;
• premiums written and earned and related premium receivable, net of expected credit losses;
−Removed: • reinsurance recoverable on unpaid losses and loss adjustment expenses, including expected credit losses;
+Added: • reinsurance recoverable on unpaid losses and loss adjustment expenses, net of expected credit losses;
• valuation of investments, including impairments.
13 unchanged sentences
Cash and Cash Equivalents
−Removed: 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.
+Added: Cash and cash equivalents consist of cash and short-term, highly liquid investments with original maturity dates of three months or less.
Restricted cash and cash equivalents are presented separately in the consolidated balance sheets.
−Removed: Link to Table of Contents
Premium Revenue Recognition
5 unchanged sentences
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.
+Added: Return to table of contents
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.
7 unchanged sentences
Certain contracts allow for reinstatement premiums in the event of a loss.
−Removed: Reinstatement premiums are written and earned when a triggering loss event occurs.
−Removed: Premiums written are generally recognized as earned over the contract period in proportion to the risk covered.
+Added: Reinstatement premiums are written and earned when a triggering loss event occurs, based on management’s estimates of the ultimate reinstatement premiums.
+Added: These estimates are subsequently adjusted when the actual reinstatement premiums are known.
+Added: Premiums written are recognized as earned over the contract period in proportion to the risk covered.
Unearned premiums represent the unexpired portion of reinsurance provided.
10 unchanged sentences
If the premium deficiency exceeds deferred acquisition costs, the Company accrues a liability for the deficiency.
−Removed: The Company did not recognize any premium deficiency adjustments during the periods presented.
+Added: The Company did not recognize any premium deficiency adjustments for the years presented in these consolidated financial statements.
Policy acquisition costs also include profit commissions, which the Company recognized on a basis consistent with its estimate of losses and loss expenses.
−Removed: Link to Table of Contents
Loss and Loss Adjustment Expense Reserves and Recoverable
−Removed: The Company’s loss and loss adjustment expense reserves (“LAE”) are composed of:
+Added: The Company’s loss and loss adjustment expense (“LAE”) reserves are composed of:
● case reserves for loss and LAE resulting from claims notified to the Company by its clients;
−Removed: ● 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.
+Added: ● reserves for estimated loss and LAE incurred by insureds and reinsureds but not yet reported (“IBNR”) to the Company, including unknown future developments on loss and LAE that are known to the Company.
The Company estimates these reserves based on reports from ceding companies, industry data, and historical experience analyzed using standard actuarial and statistical techniques.
1 unchanged sentence
These estimates are reviewed by the Company’s reserving committee at least quarterly and adjusted as necessary.
+Added: Return to table of contents
The final settlement of losses may vary, perhaps materially, from the reserves recorded.
2 unchanged sentences
As a result, only loss reserves applicable to losses incurred up to the reporting date are established.
−Removed: There is no allowance for the establishment of loss reserves to account for expected future loss events.
+Added: There is no allowance for the establishment of loss reserves to account for expected future loss events, including for catastrophe and weather-related events (herein referred as “CAT” events).
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.
5 unchanged sentences
Estimates for IBNR losses are added to the case reserves as the Company deems appropriate.
−Removed: To establish catastrophe IBNR loss estimates, the Company uses estimates communicated by ceding companies, industry data and information, knowledge of the business written, and management’s judgment.
+Added: See Note 7 for a summary of the Company’s estimation process for CAT events.
For contracts without significant exposure to natural perils, initial reserves for each contract are determined based on a combination of (i) the pricing analysis performed prior to binding the contract;
15 unchanged sentences
Such methods typically include the following:
−Removed: Link to Table of Contents
• Paid loss development method:
11 unchanged sentences
Ultimate losses are estimated by modifying expected loss ratios to the extent losses paid to date differ from what would have been expected based upon the selected paid loss development pattern.
+Added: Return to table of contents
This method avoids some distortions that could result from a large development factor being applied to a small base of paid losses to calculate ultimate losses.
16 unchanged sentences
At December 31, 2024, and 2023, the Company did not have a material backlog in its claims processing.
−Removed: 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.
+Added: The Company did not make any significant changes to the actuarial methodology or assumptions relating to its loss and LAE reserves for the years presented in the consolidated financial statements.
Reinsurance Assets
6 unchanged sentences
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.
−Removed: Link to Table of Contents
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.
1 unchanged sentence
The Company regularly evaluates its net credit exposure to assess the ability of cedents and retrocessionaires to honor their respective obligations.
+Added: Return to table of contents
Deposit Assets and Liabilities
1 unchanged sentence
Under deposit accounting, the Company recognizes an asset or liability based on its paid or received consideration.
−Removed: 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.
+Added: 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 ” 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.
−Removed: At December 31, 2023, deposit assets and liabilities were $ 0.9 million and $ 5.2 million, respectively (December 31, 2022:
+Added: At December 31, 2024, deposit assets and liabilities were nil and $ 3.6 million, respectively (December 31, 2023:
$ 0.9 million and $ 5.2 million, respectively).
3 unchanged sentences
Additionally, net investment income (loss) includes realized and unrealized gains (losses) on derivative instruments.
−Removed: 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.
−Removed: 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.
+Added: The Company records its share of income (or loss) from these assets as net investment income (loss) when reported by the syndicates, which is generally on a quarterly lag basis due to the timing of the availability of these quarterly financial reports.
Share-Based Compensation
9 unchanged sentences
The Company uses the Black-Scholes option-pricing model to assist in the calculation of fair value for share purchase options.
−Removed: The model requires estimating various inputs such as the term, forfeiture and dividend rates, and expected volatility.
−Removed: 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.
−Removed: 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.
+Added: The model requires estimating various inputs such as the expected term, forfeiture and dividend rates, and volatility.
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.
−Removed: Link to Table of Contents
−Removed: Convertible Notes
−Removed: Prior to the adoption of Accounting Standards Update (“ASU”) 2020-06 in January 2022, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40):
−Removed: Accounting for Convertible Instruments and Contracts in an Entity's Own Equity (“ASU 2020-06”),” the Company determined that the senior convertible notes’ cash conversion option represented an embedded derivative and bifurcated it from the underlying contract for financial reporting purposes.
−Removed: 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.
−Removed: The remainder of the proceeds, which represented the embedded derivative, was included in “ Additional paid-in capital ” in the consolidated balance sheets.
−Removed: Upon adoption of ASU 2020-06, U.S.
−Removed: GAAP no longer permits entities to bifurcate embedded conversion features from the underlying contract.
−Removed: Therefore, effective January 1, 2022, the Company no longer presents the embedded conversion features separately in equity;
−Removed: instead, the Company’s senior convertible debt is presented as a single liability in the Company’s consolidated balance sheet.
−Removed: 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.
−Removed: Costs incurred in issuing the convertible notes consisted primarily of underwriting, legal, accounting, and printing fees.
−Removed: These costs are amortized over the term of the debt and are included in “ Interest expense ” in the consolidated statements of operations.
Foreign Exchange
8 unchanged sentences
The Company does not offset these balances against collateral pledged or received.
−Removed: The Company’s other assets consist primarily of prepaid expenses, right-of-use lease assets, derivative assets, taxes recoverable, and deferred tax assets.
+Added: Return to table of contents
+Added: The Company’s other assets consist primarily of prepaid expenses, right-of-use lease assets, leasehold improvements, derivative assets, taxes recoverable, and deferred tax assets.
Other Liabilities
7 unchanged sentences
Diluted earnings (or loss) per share includes the dilutive effect, if any, of the following:
−Removed: • Restricted Stock Units (“RSUs”) issued that convert to ordinary shares upon vesting;
+Added: • RSUs issued that convert to ordinary shares upon vesting;
• Unvested restricted share awards which are not considered “participating securities”;
−Removed: Link to Table of Contents
• Additional potential ordinary shares issuable when in-the-money stock options are exercised, determined using the treasury stock method;
−Removed: • For periods prior to January 1, 2022, those ordinary shares with the potential to be issued in connection with convertible notes and other such convertible instruments, determined using the treasury stock method;
• Effective January 1, 2022, the dilutive effect of the convertible notes calculated using the if-converted method.
8 unchanged sentences
Other than this valuation allowance, the Company has not taken any income tax positions subject to significant uncertainty that is reasonably likely to have a material impact on the Company.
−Removed: Segment Information
−Removed: 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.
−Removed: The Company has one operating segment, Property and Casualty Reinsurance.
Recent Accounting Pronouncements
−Removed: Recently Issued Accounting Standards Not Yet Adopted
+Added: Recently Issued Accounting Standards Adopted
On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
1 unchanged sentence
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.
−Removed: This new guidance is effective for the Company’s 2024 year-end financial statements, and should be adopted retrospectively unless impracticable.
−Removed: Early adoption is permitted.
−Removed: On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic (740) - Improvements to Income Tax Disclosures .
−Removed: 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.
−Removed: Early adoption is permitted.
−Removed: The amendments should be applied on a prospective basis;
−Removed: however, retrospective application is permitted.
+Added: The Company adopted this new ASU for its year ended December 31, 2024 (see Note 17).
+Added: Return to table of contents
+Added: Recently Issued Accounting Standards Not Yet Adopted
+Added: In December 2023, FASB issued ASU 2023-09, Income Taxes Topic (740) - Improvements to Income Tax Disclosures .
+Added: The new ASU provides more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.
+Added: While early adoption is permitted, a public company should apply the amendments prospectively.
This ASU is effective for the Company’s 2025 year-end financial statements.
−Removed: 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.
−Removed: Recently Issued Accounting Standards Adopted
−Removed: There are none that would be relevant and material to the Company.
−Removed: Link to Table of Contents
+Added: In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”).
+Added: This ASU 2024-03 requires more detailed disclosures about the type of expenses (including purchases of inventory, employee compensation, and depreciation / amortization) in commonly presented expense captions in the consolidated income statements e.g.
+Added: cost of sales, general and administrative expenses, and research and development.
+Added: The ASU 2024-03 is effective for public business entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years after December 15, 2027.
+Added: Early adoption is permitted.
+Added: The Company is currently evaluating the disclosure impact of the above new ASUs.
+Added: Return to table of contents
INVESTMENT IN RELATED PARTY INVESTMENT FUND
−Removed: The Company has entered into the Second Amended and Restated Exempted Limited Partnership Agreement (the “SILP LPA”) of Solasglas Investments, LP (“SILP”), with DME Advisors II, LLC (“DME II”), as General Partner, Greenlight Re, and GRIL, (together, the “GLRE Limited Partners”).
−Removed: SILP has entered into a SILP investment advisory agreement (“IAA”) with DME Advisors.
−Removed: LP (“DME Advisors”), pursuant to which DME Advisors is the investment manager for SILP.
+Added: The Company has entered into the Second Amended and Restated Exempted Limited Partnership Agreement (the “Solasglas LPA”) of Solasglas Investments, LP (“Solasglas”), as amended from time to time, with DME Advisors II, LLC (“DME II”), as General Partner, Greenlight Re, and GRIL, (together, the “GLRE Limited Partners”).
+Added: Effective January 1, 2023, the Company increased the maximum Investment Portfolio to 60 % of GLRE Surplus from 50 % , as defined in the Solasglas LPA, which was further increased to 70 % on August 1, 2024.
+Added: Solasglas has entered into a Solasglas investment advisory agreement (“IAA”) with DME Advisors.
+Added: LP (“DME Advisors”), pursuant to which DME Advisors is the investment manager for Solasglas.
DME II and DME Advisors are related to the Company, and each is an affiliate of David Einhorn, Chairman of the Company’s Board of Directors (the “Chairman”).
−Removed: At December 31, 2023, the SILP LPA included the following proviso:
−Removed: “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.”
−Removed: The Company has concluded that SILP qualifies as a variable interest entity (“VIE”) under U.S.
−Removed: In assessing its interest in SILP, the Company noted the following:
−Removed: • DME II serves as SILP’s general partner and has the power to appoint the investment manager.
−Removed: The Company does not have the power to appoint, change or replace the investment manager or the general partner except “for cause.” Neither of the GLRE Limited Partners can participate in the investment decisions of SILP as long as SILP adheres to the investment guidelines provided within the SILP LPA.
+Added: The Company has concluded that Solasglas qualifies as a variable interest entity (“VIE”) under U.S.
+Added: In assessing its interest in Solasglas, the Company noted the following:
+Added: • DME II serves as Solasglas’ general partner and has the power to appoint the investment manager.
+Added: The Company does not have the power to appoint, change or replace the investment manager or the general partner except “for cause.” Neither of the GLRE Limited Partners can participate in the investment decisions of Solasglas as long as Solasglas adheres to the investment guidelines provided within the Solasglas LPA.
For these reasons, the GLRE Limited Partners are not considered to have substantive participating rights or kick-out rights.
−Removed: • 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.
+Added: • DME II holds an interest in excess of 10% of Solasglas’ net assets, which the Company considers to represent an obligation to absorb losses and a right to receive benefits of Solasglas that are significant to Solasglas.
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.
−Removed: Therefore DME II is SILP’s primary beneficiary.
−Removed: The Company presents its investment in SILP in its consolidated balance sheets in the caption “Investment in related party investment fund.”
−Removed: The Company’s maximum exposure to loss relating to SILP is limited to the net asset value of the GLRE Limited Partners’ investment in SILP.
−Removed: At December 31, 2023, the net asset value of the GLRE Limited Partners’ investment in SILP was $ 258.9 million (December 31, 2022:
+Added: Therefore DME II is Solasglas’ primary beneficiary.
+Added: The Company presents its investment in Solasglas in its consolidated balance sheets in the caption “Investment in related party investment fund.”
+Added: The Company’s maximum exposure to loss relating to Solasglas is limited to GLRE’s share of Partners’ capital in Solasglas.
+Added: At December 31, 2024, GLRE’s share of Partners’ capital in Solasglas was $ 387.1 million (December 31, 2023:
$ 258.9 million), representing 77.9 % (December 31, 2023:
−Removed: 69.3 %) of SILP’s total net assets.
+Added: 72.7 %) of Solasglas’ total capital.
DME II held the remaining 22.1 % (December 31, 2023:
−Removed: 30.7 %) of SILP’s total net assets.
−Removed: The investment in SILP is recorded at the GLRE Limited Partners’ share of the net asset value of SILP as reported by SILP’s third-party administrator.
−Removed: The GLRE Limited Partners can redeem their assets from SILP for operational purposes by providing 3 business days’ notice to DME II.
−Removed: 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.
−Removed: 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.
−Removed: 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:
−Removed: $ 178.2 million), representing 43.4 % (December 31, 2022:
+Added: 27.3 %) of Solasglas’ total capital.
+Added: The investment in Solasglas is recorded at the GLRE Limited Partners’ share of Solasglas’ capital as reported by Solasglas’ third-party administrator.
+Added: The GLRE Limited Partners can redeem their investment from Solasglas for operational purposes by providing 3 business days’ notice to DME II.
+Added: At December 31, 2024, the majority of Solasglas’ long investments were composed of cash and publicly-traded equity securities, which could be readily liquidated to meet the GLRE Limited Partners’ redemption requests.
+Added: The Company’s share of Solasglas’ income from operations for the years ended December 31, 2024, 2023, and 2022, was $ 33.6 million, $ 28.7 million, and $ 54.8 million, respectively, and shown in the caption “Income from investment in related party investment fund” in the Company’s consolidated statements of operations.
+Added: At December 31, 2024, the Company’s investment in Solasglas represented 60.9 % (December 31, 2023:
43.4 %) of total shareholders’ equity.
−Removed: The Company has determined that for its fiscal year ended December 31, 2023, the Company’s investment in SILP met at least one of the conditions of a significant subsidiary under SEC’s Regulation S-X, Rule 3-09.
−Removed: Accordingly, the audited financial statements for SILP have been attached as an exhibit (Exhibit 99.1) to this Form 10-K.
−Removed: The summarized financial statements of SILP are presented below.
−Removed: Link to Table of Contents
+Added: The Company has determined that for its fiscal year ended December 31, 2024, the Company’s investment in Solasglas met at least one of the conditions of a significant subsidiary under SEC’s Regulation S-X, Rule 3-09.
+Added: Accordingly, the audited financial statements for Solasglas have been attached as an exhibit (Exhibit 99.1) to this Form 10-K.
+Added: The summarized financial statements of Solasglas are presented below.
+Added: Return to table of contents
Summarized Statements of Financial Condition of Solasglas Investments, LP
3 unchanged sentences
Due from brokers 188,296 121,754
+Added: Cash and cash equivalents 40,354 —
Interest and dividends receivable 1,536 1,143
11 unchanged sentences
$ 387,144 $ 258,890
−Removed: Link to Table of Contents
+Added: Return to table of contents
Summarized Statements of Operations of Solasglas Investments, LP
8 unchanged sentences
Dividends ( 4,593 ) ( 2,802 ) ( 1,374 )
−Removed: Professional fees and other ( 1,750 ) ( 988 ) ( 1,221 )
+Added: Research and operating ( 1,568 ) ( 1,750 ) ( 988 )
Total expenses ( 16,600 ) ( 16,287 ) ( 7,892 )
2 unchanged sentences
Net realized gain (loss) 97,865 ( 1,394 ) 75,172
−Removed: Net change in unrealized appreciation 55,279 11,886 35,482
−Removed: Net gain (loss) on investment transactions 53,885 87,058 32,062
+Added: Net change in unrealized appreciation (depreciation) ( 46,316 ) 55,279 11,886
+Added: Net gain on investment transactions 51,549 53,885 87,058
Net increase in Partners' capital (1)
+Added: $ 52,160 $ 48,678 $ 83,142
GLRE’s share of the increase in Partners' capital
8 unchanged sentences
OTHER INVESTMENTS
−Removed: The Company’s other investments consist of the following:
−Removed: • 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;
−Removed: • Certificates of deposit with original maturities greater than three months.
−Removed: Link to Table of Contents
+Added: The Company’s other investments consist of:
+Added: • 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 (See Note 17).
At December 31, 2024, the breakdown of the Company’s other investments was as follows:
4 unchanged sentences
Debt and convertible debt securities 2,713 — ( 1,510 ) 90 1,293
−Removed: Certificates of deposit — — — — —
Total other investments $ 30,824 $ 51,076 $ ( 8,830 ) $ 90 $ 73,160
+Added: Return to table of contents
At December 31, 2023, the breakdown of the Company’s other investments was as follows:
1 unchanged sentence
gains Unrealized
−Removed: losses Fair value / carrying value
+Added: losses Accrued interest Fair value / carrying value
Private investments and unlisted equities $ 28,470 $ 49,424 $ ( 6,737 ) $ — $ 71,157
Debt and convertible debt securities 2,499 — ( 499 ) 136 2,136
−Removed: Certificates of deposit 6,000 — — 6,000
Total other investments $ 30,969 $ 49,424 $ ( 7,236 ) $ 136 $ 73,293
−Removed: 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.
−Removed: Year ended December 31
+Added: The following table presents the carrying values of the private investments and unlisted equity securities carried under the measurement alternative at December 31 st and the related adjustments recorded during the years then ended.
2024 2023 2022
16 unchanged sentences
Change in unrealized gains 68 2,542 9,858
−Removed: Net realized and unrealized gains on other investments $ 1,738 $ 9,858 $ 33,770
+Added: Net realized and unrealized gains (losses) on other investments $ ( 918 ) $ 1,738 $ 9,858
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:
−Removed: Link to Table of Contents
December 31, 2024 December 31, 2023
7 unchanged sentences
Total cash, cash equivalents, and restricted cash $ 649,087 $ 655,730
+Added: Return to table of contents
Where the Company operates as a non-admitted carrier in certain foreign jurisdictions, regulatory trust accounts and letters of credit are issued to cedents.
14 unchanged sentences
Assets measured at fair value on a nonrecurring basis
−Removed: At December 31, 2023, the Company held $ 61.3 million (2022:
−Removed: $ 53.6 million) of private investments and unlisted equities measured at fair value on a nonrecurring basis.
+Added: At December 31, 2024 and 2023, the Company held $ 63.4 million and $ 61.3 million, respectively, of private investments and unlisted equities measured at fair value on a nonrecurring basis.
At December 31, 2024, the Company held $ 8.5 million (2023:
8 unchanged sentences
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.
−Removed: Link to Table of Contents
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.
−Removed: For the year ended December 31, 2023, the Company recognized unrealized loss for the above derivatives of $ 0.6 million (2022:
−Removed: $ 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.
+Added: For the years ended December 31, 2024 and 2023, the Company recognized an unrealized loss for the above derivatives of $ 0.3 million and an unrealized gain of $ 0.6 million, respectively, which is included in “ Interest expense ” in the consolidated statements of operations.
+Added: The unrealized loss / gain is reported as “ Net change in unrealized gains and losses on investments and derivatives ” in the consolidated statements of cash flows.
+Added: The derivative liability is included in “ Other liabilities ” in the consolidated balance sheets.
+Added: Return to table of contents
Financial Instruments Disclosed, But Not Carried, at Fair Value
−Removed: 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.
−Removed: The Company classifies these assets as Level 2 within the fair value hierarchy.
−Removed: At December 31, 2023, the carrying values of the Term Loans approximate their fair values.
+Added: At December 31, 2024, the carrying value of debt and convertible debt securities within “Other Investments” (see Note 4) and the Term Loans approximates their fair values.
+Added: The Company classifies these financial instruments as Level 2 within the fair value hierarchy.
LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES
5 unchanged sentences
Reserve Roll-forward
−Removed: The following provides a summary of changes in outstanding loss and LAE reserves for all lines of business:
+Added: The following provides a reconciliation of the Company’s beginning and ending gross and net reserves for loss and LAE:
Year ended December 31,
−Removed: Consolidated 2023 2022 2021
+Added: 2024 2023 2022
Gross balance at January 1 $ 661,554 $ 555,468 $ 524,010
9 unchanged sentences
Total paid ( 282,421 ) ( 274,291 ) ( 277,414 )
−Removed: Foreign currency revaluation 7,926 ( 9,752 ) ( 1,635 )
+Added: Foreign exchange and translation adjustment
+Added: ( 5,536 ) 7,926 ( 9,752 )
Net balance at December 31 775,179 635,867 542,229
2 unchanged sentences
Gross balance at December 31 $ 860,969 $ 661,554 $ 555,468
−Removed: Estimates for Significant Catastrophe Events
−Removed: 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”).
−Removed: 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.
−Removed: Link to Table of Contents
−Removed: 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.
−Removed: severe storms and the Mexican state-owned oil platform fire loss.
−Removed: This was partially offset by $ 10.7 million of net favorable prior year CAT development.
−Removed: 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.
−Removed: This was partially offset by $ 5.0 million net favorable prior year CAT development.
+Added: Estimates for Catastrophe Events
+Added: At December 31, 2024 and 2023, the Company’s net reserves for losses and LAE include estimated amounts for several catastrophe and weather-related events (the “CAT losses”).
+Added: The determination of the net reserves for losses and LAE related to CAT events represent the Company’s best estimate of losses and LAE that have been incurred at December 31, 2024.
+Added: The determination of these net reserves for losses and LAE is estimated by management after a catastrophe occurs by completing an in-depth analysis of individual contracts which could potentially have been impacted by the CAT event.
+Added: This in-depth analysis may rely on several sources of information including:
+Added: • catastrophe bulletins published by various independent statistical reporting agencies;
+Added: • estimates of the size of insured industry losses from the CAT event and the Company’s corresponding market share;
+Added: • a review of the Company’s reinsurance contracts to identify those contracts which may be exposed to the CAT event;
+Added: • a review of modeled loss estimates based on information previously reported by customers and brokers, including exposure data obtained during the underwriting process;
+Added: • discussions of the impact of the event with customers and brokers;
+Added: • a review of the coverage provided by the Company’s retrocession contracts (ceded reinsurance).
+Added: Return to table of contents
+Added: While the Company believes its estimate of net reserves for losses and LAE is adequate for CAT losses that have been incurred at December 31, 2024 based on current facts and circumstances, the Company monitors changes in paid and incurred losses in relation to each catastrophe in subsequent reporting periods and adjustments are made to estimates of ultimate losses for each event if there are developments that are different from previous expectations.
+Added: The magnitude and volume of losses arising from CAT events is inherently uncertain.
+Added: Adjustments are recorded in the period in which they are identified.
+Added: Accordingly, actual losses for CAT events may ultimately differ materially from the Company’s current estimates.
+Added: CAT events in 2024
+Added: During the year ended December 31, 2024, the Company incurred net CAT losses of $ 57.5 million driven mainly by the Baltimore Bridge collapse, Hurricanes Helene and Milton, the severe convective storms in the U.S.
+Added: tornados”) and various marine, energy and aviation related events.
+Added: CAT events in 2023
+Added: During the year ended December 31, 2023, the Company incurred net CAT losses of $ 28.8 million driven mainly by the U.S.
+Added: tornados and a Mexican state-owned oil platform fire loss.
+Added: CAT events in 2022
+Added: During the year ended December 31, 2022, the Company incurred net CAT losses of $ 39.7 million driven mainly by the Russian-Ukraine conflict and Hurricane Ian.
Prior Year Reserve Development
+Added: The Company’s net favorable (adverse) prior year development arises from changes to estimates for losses and LAE related to loss events that occurred in previous calendar years.
+Added: The following table presents net prior year reserve development by segment and consolidated:
+Added: Favorable (Adverse)
+Added: Open Market Innovations Total Segments Corporate Total Consolidated
Year ended December 31, 2024 $ ( 14,944 ) $ 296 $ ( 14,648 ) $ ( 6,156 ) $ ( 20,804 )
−Removed: During the year ended December 31, 2023, the Company experienced $ 11.2 million in net adverse development on prior year loss and LAE reserves.
−Removed: 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);
−Removed: 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).
−Removed: 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.
−Removed: 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, 2023 $ ( 3,586 ) $ ( 430 ) $ ( 4,016 ) $ ( 7,190 ) $ ( 11,206 )
−Removed: During the year ended December 31, 2022, the Company experienced $ 0.1 million in net adverse development on prior year loss and LAE reserves.
−Removed: 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.
−Removed: 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, 2022 $ 3,487 $ ( 2,669 ) $ 818 $ ( 936 ) $ ( 118 )
−Removed: During the year ended December 31, 2021, the Company experienced $ 14.1 million in net favorable development on prior year loss and LAE reserves.
−Removed: 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.
−Removed: 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.
−Removed: Disclosures about Short-Duration Contracts
−Removed: The Company has one operating segment, Property & Casualty Reinsurance, and categorizes its business as Property, Casualty, and Other.
−Removed: 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.
−Removed: 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.
−Removed: Additionally, the Company has elected to present the loss development table for “Marine” separately from “Other” due to its growth in 2023.
−Removed: As a result, the historical incurred and paid claims development presented in the tables below differ from those disclosed in previously issued financial statements.
−Removed: 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.
−Removed: 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.
−Removed: Link to Table of Contents
−Removed: 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.
−Removed: The tables below present incurred and paid claims development for the years ended December 31, 2014 to 2022.
−Removed: They are presented as unaudited supplementary information.
−Removed: Totals may not sum due to rounding.
+Added: Open Market Segment :
+Added: • The net adverse reserve development in 2024 was composed of $ 18.4 million of reserve strengthening predominantly driven by the Russian-Ukrainian conflict over aviation losses due to additional uncertainties over judicial rulings interpreting applicable coverages and contracts in place and the future behavior of the Russian government and airlines.
+Added: Additionally, the Company had reserve strengthening on the casualty line (various underwriting years) due to current economic and social inflation trends.
+Added: This was partially offset by $ 3.4 million of favorable reserve development predominantly on financial and specialty lines (various underwriting years).
+Added: • The net adverse reserve development in 2023 was composed of $ 28.6 million of reserve strengthening predominantly on the casualty line (various underwriting years) due to current economic and social inflation trends, coupled with a final claim settlement on a professional liability contract (2008 underwriting year).
+Added: This was partially offset mainly by $ 25.0 million of net favorable reserve development on the financial, property (CAT related), and specialty lines due to better than expected loss emergence (2020-2022 underwriting years).
+Added: • The net favorable reserve development in 2022 was composed of $ 16.0 million of favorable reserve development predominantly on the financial line (2017-2020 underwriting years) and property line (various pre-2021 years property CAT events) due to better than expected loss emergence.
+Added: This was partially offset by $ 12.5 million of reserve strengthening predominantly on the casualty line (2014-2021 underwriting years) due to current economic and social inflation trends.
+Added: Return to table of contents
+Added: Innovations Segment :
+Added: • The net favorable reserve development in 2024 was composed of $ 1.8 million mainly on the health line (mostly 2020-2021 underwriting years) due to better than expected loss emergence, offset partially by $ 1.5 million reserve strengthening on financial, multiline, and specialty lines.
+Added: • The net adverse reserve development in 2023 was composed of $ 1.2 million of reserve strengthening predominantly on the multiline business (2021 underwriting year) due to current economic and social inflation trends.
+Added: The adverse development was offset partially by $ 0.8 million favorable reserve development on specialty business (2021 underwriting year) due to better than expected loss emergence.
+Added: • The net adverse reserve development in 2022 was composed of $ 2.9 million of reserve strengthening predominantly on the health line (2020 underwriting year).
+Added: The adverse development was offset partially by $ 0.2 million of favorable reserve development on the multiline business.
+Added: Corporate - Runoff Business:
+Added: Corporate represents the runoff business relating to the Company’s property business not renewed in 2024 as a result of significant CAT losses driven by the U.S.
+Added: tornados (2021-2023 underwriting years) and Winter Storm Elliott (2022 underwriting year).
+Added: The adverse prior year reserve development for the three years presented in the above table relate to these CAT events.
+Added: Net Incurred and Paid Claims Development Tables by Accident Year
+Added: The following tables present net incurred and paid claims development by accident year, total IBNR liabilities plus expected development on reported claims, and average annual percentage payout of incurred claims by age for each line of business.
+Added: The loss development tables are presented on an accident year basis for each line of business within the Open Market and Innovations segments, as well as for the Corporate runoff property business (see Note 17).
+Added: The Company does not discount reserves for losses and LAE.
+Added: For incurred and paid claims denominated in currencies other than U.S.
+Added: dollars, the tables are presented using the foreign exchange rate in effect at the current year-end date.
+Added: As a result, all prior year information has been restated to reflect December 31, 2024, foreign exchange rates.
+Added: This treatment prevents changes in foreign currency exchange rates from distorting the claims development between the years presented.
+Added: Additionally, 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.
+Added: Claims reported by the ceding insurer to the Company may have the covered losses occurring in an accident year other than the treaty year.
+Added: 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.
+Added: The totals in the tables below may not sum due to rounding.
+Added: Return to table of contents
+Added: Open Market Segment
+Added: Open Market - Casualty
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
13 unchanged sentences
Total $ 615,873 $ 192,673
+Added: Open Market - Casualty
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
13 unchanged sentences
All outstanding liabilities before 2015, net of reinsurance 1,488
−Removed: Liabilities for claims and claims adjustment expenses, net of reinsurance (Multiline) $ 247,929
−Removed: Link to Table of Contents
−Removed: General Liability
+Added: Liabilities for claims and claims adjustment expenses, net of reinsurance (Casualty) $ 194,161
+Added: Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)
+Added: 11.8 % 16.9 % 14.5 % 11.8 % 12.0 % 13.2 % 7.0 % 4.2 % 3.2 % 5.4 %
+Added: Return to table of contents
+Added: Open Market - Financial
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
13 unchanged sentences
Total $ 109,851 $ 59,984
−Removed: General Liability
+Added: Open Market - Financial
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
12 unchanged sentences
All outstanding liabilities before 2015, net of reinsurance —
−Removed: Liabilities for claims and claims adjustment expenses, net of reinsurance (General Liability) $ 74,853
−Removed: Link to Table of Contents
−Removed: Motor Casualty
+Added: Liabilities for claims and claims adjustment expenses, net of reinsurance (Financial) $ 59,984
+Added: Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)
+Added: 20.3 % 33.6 % 25.4 % 14.4 % 6.3 % — % — % — % — % — %
+Added: Return to table of contents
+Added: Open Market - Health
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
11 unchanged sentences
2023 123 10 10
−Removed: 2023 8,786 6,502
Total $ 152,332 $ 213
−Removed: Motor Casualty
+Added: Open Market - Health
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
10 unchanged sentences
2022 3,003 3,546 3,542
−Removed: 2022 20,522 28,374
Total 152,119
1 unchanged sentence
Liabilities for claims and claims adjustment expenses, net of reinsurance (Motor Casualty) $ 213
−Removed: Link to Table of Contents
−Removed: Motor Property
+Added: Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)
+Added: 57.3 % 41.4 % 1.3 % — % — % — % — % — % — % — %
+Added: Return to table of contents
+Added: Open Market - Multiline
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
13 unchanged sentences
Total $ 2,002,879 $ 212,970
−Removed: Motor Property
+Added: Open Market - Multiline
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
13 unchanged sentences
All outstanding liabilities before 2015, net of reinsurance 51
−Removed: Liabilities for claims and claims adjustment expenses, net of reinsurance (Motor Property) $ 2,972
−Removed: Link to Table of Contents
+Added: Liabilities for claims and claims adjustment expenses, net of reinsurance (Multiline) $ 213,021
+Added: Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)
+Added: 47.2 % 37.2 % 9.8 % 3.6 % 0.8 % 0.6 % 0.5 % 0.2 % — % 0.1 %
+Added: Return to table of contents
+Added: Open Market - Property
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
13 unchanged sentences
Total $ 248,877 $ 51,982
+Added: Open Market - Property
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
14 unchanged sentences
Liabilities for claims and claims adjustment expenses, net of reinsurance (Property) $ 52,154
−Removed: Link to Table of Contents
−Removed: Professional Liability
+Added: Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)
+Added: 49.3 % 33.2 % 8.5 % 3.5 % 2.8 % 1.4 % 0.8 % 0.2 % 0.2 % 0.1 %
+Added: Return to table of contents
+Added: Open Market - Specialty
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
13 unchanged sentences
Total $ 260,223 $ 171,653
−Removed: Professional Liability
+Added: Open Market - Specialty
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
8 unchanged sentences
2020 2,962 13,484 16,501 17,820 18,957
+Added: 2021 8,827 11,281 14,523 17,561
+Added: 2022 736 7,214 13,707
+Added: 2023 4,828 14,474
All outstanding liabilities before 2015, net of reinsurance —
−Removed: Liabilities for claims and claims adjustment expenses, net of reinsurance (Professional Liability) $ 15,767
−Removed: Link to Table of Contents
−Removed: Workers' Compensation
+Added: Liabilities for claims and claims adjustment expenses, net of reinsurance (Specialty) $ 171,653
+Added: Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)
+Added: 19.0 % 32.6 % 20.2 % 11.5 % 7.1 % 4.8 % 2.7 % 2.1 % — % — %
+Added: Return to table of contents
+Added: Innovations Segment
+Added: Innovations - Casualty
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
13 unchanged sentences
Total $ 20,847 $ 19,986
−Removed: Workers' Compensation
+Added: Innovations - Casualty
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
9 unchanged sentences
2022 15 18 18
+Added: All outstanding liabilities before 2015, net of reinsurance —
+Added: Liabilities for claims and claims adjustment expenses, net of reinsurance (Casualty) $ 19,986
+Added: Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) (1)
11.8 % 16.9 % 14.5 % 11.8 % 12.0 % 13.2 % 7.0 % 4.2 % 3.2 % 5.4 %
+Added: (1) Due to lack of payment history for Innovations segment, the above table is based on the Open Market segment for same line of business.
+Added: Return to table of contents
+Added: Innovations - Financial
+Added: Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
+Added: For the years ended December 31, Total IBNR plus expected development on reported claims
+Added: Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
+Added: (Unaudited - Supplementary Information)
2015 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ —
+Added: 2016 — — — — — — — — — —
+Added: 2017 — — — — — — — — —
+Added: 2018 — — — — — — — —
+Added: 2019 — — — — — — —
+Added: 2020 — — — — — —
+Added: 2021 — — — — —
+Added: 2022 233 233 86 54
+Added: 2023 1,847 2,537 1,885
+Added: 2024 3,959 1,985
Total $ 6,582 $ 3,925
+Added: Innovations - Financial
+Added: Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
+Added: For the years ended December 31,
+Added: Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
+Added: (Unaudited - Supplementary Information)
+Added: 2015 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ —
+Added: 2016 — — — — — — — — —
+Added: 2017 — — — — — — — —
+Added: 2018 — — — — — — —
+Added: 2019 — — — — — —
+Added: 2020 — — — — —
All outstanding liabilities before 2015, net of reinsurance —
−Removed: Liabilities for claims and claims adjustment expenses, net of reinsurance (Workers' Compensation) $ 55,792
−Removed: Link to Table of Contents
−Removed: Financial Lines
+Added: Liabilities for claims and claims adjustment expenses, net of reinsurance (Financial) $ 3,925
+Added: Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) (1)
+Added: 20.3 % 33.6 % 25.4 % 14.4 % 6.3 % — % — % — % — % — %
+Added: (1) Due to lack of payment history for Innovations segment, the above table is based on the Open Market segment for same line of business.
+Added: Return to table of contents
+Added: Innovations - Health
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
13 unchanged sentences
Total $ 43,924 $ 701
−Removed: Financial Lines
+Added: Innovations - Health
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
12 unchanged sentences
All outstanding liabilities before 2015, net of reinsurance —
−Removed: Liabilities for claims and claims adjustment expenses, net of reinsurance (Other) $ 56,202
−Removed: Link to Table of Contents
+Added: Liabilities for claims and claims adjustment expenses, net of reinsurance (Health) $ 701
+Added: Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)
+Added: 57.3 % 41.4 % 1.3 % — % — % — % — % — % — % — %
+Added: Return to table of contents
+Added: Innovations - Multiline
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
13 unchanged sentences
Total $ 83,694 $ 44,376
+Added: Innovations - Multiline
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
12 unchanged sentences
All outstanding liabilities before 2015, net of reinsurance —
−Removed: Liabilities for claims and claims adjustment expenses, net of reinsurance (Other) $ 27,150
−Removed: Link to Table of Contents
+Added: Liabilities for claims and claims adjustment expenses, net of reinsurance (Multiline) $ 44,376
+Added: Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) (1)
+Added: 47.2 % 37.2 % 9.8 % 3.6 % 0.8 % 0.6 % 0.5 % 0.2 % — % 0.1 %
+Added: (1) Due to lack of payment history for Innovations segment, the above table is based on the Open Market segment for same line of business.
+Added: Return to table of contents
+Added: Innovations - Specialty
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
13 unchanged sentences
Total 8,234 $ 2,091
+Added: Innovations - Specialty
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
11 unchanged sentences
2023 1,377 2,651
+Added: All outstanding liabilities before 2015, net of reinsurance
+Added: Liabilities for claims and claims adjustment expenses, net of reinsurance (Specialty) 2,091
+Added: Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) (1)
+Added: 19.0 % 32.6 % 20.2 % 11.5 % 7.1 % 4.8 % 2.7 % 2.1 % — % — %
+Added: (1) Due to lack of payment history for Innovations segment, the above table is based on the Open Market segment for same line of business.
+Added: Return to table of contents
+Added: Corporate - Runoff Business
+Added: Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
+Added: For the years ended December 31, Total IBNR plus expected development on reported claims
+Added: Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
+Added: (Unaudited - Supplementary Information)
+Added: 2015 — — — — — — — — — — —
+Added: 2016 — — — — — — — — — —
+Added: 2017 — — — — — — — — —
+Added: 2018 — — — — — — — —
+Added: 2019 — — — — — — —
+Added: 2020 631 547 50 239 274 2
+Added: 2021 5,760 6,622 6,620 6,634 81
+Added: 2022 24,309 33,160 36,160 191
+Added: 2023 43,821 46,930 1,981
+Added: 2024 27,588 5,061
Total 117,585 $ 7,315
+Added: Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
+Added: For the years ended December 31,
+Added: Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
+Added: (Unaudited - Supplementary Information)
+Added: 2015 — — — — — — — — — —
+Added: 2016 — — — — — — — — —
+Added: 2017 — — — — — — — —
+Added: 2018 — — — — — — —
+Added: 2019 — — — — — —
+Added: 2020 144 160 48 237 272
+Added: 2021 2,665 6,553 6,553 6,553
+Added: 2022 15,900 32,971 35,968
+Added: 2023 30,063 44,949
+Added: Total 110,269
All outstanding liabilities before 2015, net of reinsurance —
−Removed: Liabilities for claims and claims adjustment expenses, net of reinsurance (Other) $ 77,092
−Removed: For incurred and paid claims denominated in currencies other than U.S.
−Removed: dollars, the above tables are presented using the foreign exchange rate in effect at the current year-end date.
−Removed: As a result, all prior year information has been restated to reflect December 31, 2023, foreign exchange rates.
−Removed: This treatment prevents changes in foreign currency exchange rates from distorting the claims development between the years presented.
−Removed: 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.
−Removed: Claims reported by the ceding insurer to the
−Removed: Link to Table of Contents
−Removed: Company may have the covered losses occurring in an accident year other than the treaty year.
−Removed: 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.
−Removed: For example, a one-year quota-share reinsurance treaty incepting on October 1, 2020 (with underlying policies each having a one-year duration) would have a 24-month period over which the premiums would be earned.
−Removed: Therefore, claims would be allocated to accident years 2020, 2021 and 2022 based on the proportion of the premiums earned during each accident year.
−Removed: For illustration of this contract, any claims reported during 2020 would be allocated to the 2020 accident year.
−Removed: For losses reported during 2021, the claims would be allocated between 2020 and 2021 based on the percentage of premiums earned during 2020 and 2021.
−Removed: Similarly, for losses reported during 2022 and thereafter, the losses would be allocated to the 2020, 2021 and 2022 accident years based on the proportion of premiums earned during each of those years.
−Removed: However, natural catastrophes and certain other large losses are addressed separately and are assigned to the accident year in which they occurred.
−Removed: The reconciliation of the net incurred and paid claims development tables to the liability for claims and claim adjustment expenses in the consolidated balance sheet is as follows:
−Removed: December 31, 2023
+Added: Liabilities for claims and claims adjustment expenses, net of reinsurance (Corporate) 7,315
+Added: Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) (1)
+Added: 49.3 % 33.2 % 8.5 % 3.5 % 2.8 % 1.4 % 0.8 % 0.2 % 0.2 % 0.1 %
+Added: (1) Due to lack of payment history for Innovations segment, the above table is based on the Open Market segment for same line of business.
+Added: Return to table of contents
+Added: Reconciliation of Loss Development Tables to Consolidated Balance Sheet
+Added: The following reconciles the reserve for losses and LAE at December 31, 2024, included in the loss development tables to the loss and LAE reserves reported in the consolidated balance sheet:
Net outstanding liabilities
−Removed: Multiline $ 247,929
−Removed: General Liability 74,853
−Removed: Motor Casualty 22,622
−Removed: Motor Property 2,972
−Removed: Property 48,914
−Removed: Professional Liability 15,767
−Removed: Workers' Compensation 55,792
−Removed: Financial Lines 56,202
−Removed: Marine 27,150
−Removed: Liabilities for claims and claims adjustment expenses, net of reinsurance 629,293
Reinsurance recoverable on unpaid claims
−Removed: Unallocated claims adjustment expenses 6,087
−Removed: Allowance for credit losses 487
−Removed: Total gross liabilities for unpaid claims and claim adjustment expense $ 661,554
−Removed: The average historical annual percentage payout of net incurred claims (excluding health) at December 31, 2023, is as follows:
−Removed: Years 1 2 3 4 5 6 7 8 9 10
−Removed: (Unaudited - Supplementary Information)
+Added: Gross outstanding liabilities
+Added: Open Market :
+Added: Casualty $ 194,161 $ 186 $ 194,347
+Added: Financial 59,984 — 59,984
+Added: Health 213 — 213
Multiline 213,021 362 213,383
−Removed: General Liability 4.7 % 13.6 % 13.1 % 12.5 % 18.2 % 27.5 % 6.9 % 3.0 % 0.4 % 0.1 %
−Removed: Motor Casualty 49.5 % 35.8 % 7.7 % 3.6 % 1.5 % 0.9 % 0.8 % 0.2 % — % — %
−Removed: Motor Property 53.3 % 40.8 % 4.9 % 1.0 % — % — % — % — % — % — %
Property 52,154 41,075 93,229
−Removed: Professional Liability 2.7 % 9.8 % 14.3 % 12.7 % 8.7 % 7.3 % 5.6 % 2.3 % 2.6 % 34.0 %
−Removed: Workers' Compensation 30.9 % 35.2 % 20.4 % 9.2 % 3.0 % 0.9 % 0.2 % 0.2 % — % — %
−Removed: Financial Lines 18.5 % 33.8 % 23.6 % 12.0 % 4.1 % 3.7 % 1.7 % 1.5 % 1.1 % — %
−Removed: Marine 4.3 % 25.2 % 40.0 % 2.3 % 11.3 % 1.7 % 15.2 % — % — % — %
−Removed: Other 19.7 % 27.2 % 7.7 % 9.3 % 7.7 % 7.1 % 7.1 % 6.9 % 7.3 % — %
−Removed: Link to Table of Contents
−Removed: 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.
−Removed: As a reinsurance entity, the Company generally does not receive detailed claims frequency information or claims counts from ceding insurers and third-party claim handlers.
−Removed: Due to the nature of the reinsurance contracts, the underlying insured reports claims to the insurer who cedes losses to the Company.
−Removed: The Company is contractually obligated to reimburse the ceding insurer for its share of the losses.
−Removed: While the Company has the right to conduct audits of the ceding insurer’s claims files, the insurer is generally not obligated to provide a detailed listing of claims counts or other claims frequency information.
−Removed: Therefore it is impracticable for the Company to present the cumulative number of reported claims by accident year.
+Added: Specialty 171,653 38,008 209,661
+Added: Total Open Market segment
+Added: 691,186 79,631 770,817
+Added: Casualty 19,986 2,124 22,110
+Added: Financial 3,925 — 3,925
+Added: Health 701 691 1,392
+Added: Multiline 44,376 612 44,988
+Added: Specialty 2,091 262 2,353
+Added: Total Innovations segment
+Added: 71,079 3,689 74,768
+Added: Corporate - Runoff Property
+Added: 7,315 2,470 9,785
+Added: Total $ 769,580 $ 85,790 855,370
+Added: Unallocated claims adjustment expenses 5,235
+Added: Total loss and LAE reserves $ 860,969
From time to time, the Company purchases retrocessional coverage for one or more of the following reasons:
to manage its overall exposure, reduce its net liability on individual risks, obtain additional underwriting capacity, and balance its underwriting portfolio.
−Removed: The Company records loss and loss adjustment expenses recoverable from retrocessionaires as assets.
+Added: The Company records loss and LAE recoverable from retrocessionaires as assets.
The following table provides a breakdown of ceded reinsurance:
7 unchanged sentences
The following table shows a breakdown of losses recoverable on a gross and net of collateral basis:
+Added: Return to table of contents
December 31, 2024 December 31, 2023
13 unchanged sentences
At December 31, 2024, we had 3 reinsurers (2023:
−Removed: 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:
+Added: 3) that accounted for 10 % or more of the total loss and loss adjustment expenses recoverable, net of the credit loss provision, for an aggregate gross amount of $ 49.5 million (2023:
$ 20.4 million).
−Removed: Link to Table of Contents
DEBT AND CREDIT FACILITIES
3 unchanged sentences
Term loans $ 60,313 $ 74,062
−Removed: Senior convertible notes — 79,610
−Removed: Total principal amount 74,062 79,610
Accrued interest payable 923 —
7 unchanged sentences
The Loan Facility matures on August 1, 2026.
−Removed: 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.
−Removed: The Company also made $ 0.9 million partial repayment on the Term Loans.
−Removed: The interest rate on the outstanding Terms Loans was 8.9 % at December 31, 2023.
+Added: During the year ended December 31, 2024, the Company partially repaid $ 13.8 million of the outstanding Term Loans.
+Added: During the year ended December 31, 2023, the Company borrowed $ 75.0 million from the Loan Facility of which $ 62.1 million was used to repay all of the outstanding Convertible Senior Notes (see below), with the remaining proceeds for general corporate purposes.
+Added: The Company also partially repaid $ 0.9 million of the outstanding Term Loans.
+Added: The interest rate on the outstanding Terms Loans was 8.8 % at December 31, 2024 ( 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).
4 unchanged sentences
The conversion price was $ 17.19 per ordinary share of the Company.
−Removed: During the year ended December 31, 2023 the Company repurchased and canceled $ 17.5 million (2022:
−Removed: $ 20.4 million) of the Convertible Notes, respectively, resulting in realized gains of $ 0.3 million (2022:
−Removed: $ 0.3 million), which is included in “ Other income (expense), net ” in the consolidated statements of operations.
+Added: During the year ended December 31, 2023 the Company repurchased and canceled $ 17.5 million of the Convertible Notes, respectively, resulting in realized gains of $ 0.3 million, which is included in “ Other income ” 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.
+Added: Return to table of contents
Financing Costs
4 unchanged sentences
$ 4.2 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) .
−Removed: Link to Table of Contents
Credit Facilities
−Removed: At December 31, 2023, the Company had the following letter of credit (“LOC”) facilities:
+Added: In the normal course of business, the Company enters into agreements with financial institutions to obtain secured credit facilities.
+Added: At December 31, 2024, the Company had letters of credit (“LC”) facilities with the following financial institutions:
Termination Date
−Removed: Citibank Europe plc ("Citi LOC") 1
−Removed: $ 289,000 $ 276,756 August 20, 2024
−Removed: CIBC Bank USA ("CIBC LOC")
$ 275,000 $ 230,621 December 19, 2025
+Added: HSBC 100,000 — December 17, 2025
+Added: CIBC 200,000 82,126 December 31, 2025
$ 575,000 $ 312,747
−Removed: 1) Includes $ 14.0 million of uncommitted capacity.
−Removed: The above LOCs issued are cash collateralized (see Note 5).
−Removed: The LOC facilities are subject to various customary affirmative, negative and financial covenants.
−Removed: At December 31, 2023, the Company was in compliance with all LOC facilities covenants.
−Removed: The Citi LOC facility automatically renews each year unless terminated by either party subject to a 120 days notice prior to termination date.
−Removed: 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”).
−Removed: 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.
−Removed: The CIBC LOC Facility is subject to an automatic extension of one year without prior written notice by the Company.
−Removed: The CIBC Revolving Credit Facility expires after one year .
+Added: The LC facilities are cash collateralized (see Note 5) and are subject to various customary affirmative, negative and financial covenants.
+Added: At December 31, 2024, the Company was in compliance with all LC facilities covenants.
+Added: Citi LC Facility
+Added: On December 19, 2024, the Company amended its LC agreement with Citibank Europe plc (“Citibank”) dated August 20, 2010 to an uncommitted $ 275 million LC facility (the “Uncommitted Citibank LC Facility”).
+Added: The LC previously issued under the former facility have been transferred to the Uncommitted Citibank LC Facility, and additional LC or similar or equivalent instruments under the Uncommitted Citibank LC Facility may be issued at Citibank’s sole discretion.
+Added: The Uncommitted Citibank LC Facility may be terminated at any time by either the Company or Citibank upon written notice;
+Added: however, upon termination of this facility, any existing LC will remain outstanding.
+Added: HSBC LC Facility
+Added: On December 17, 2024, the Company entered into a Continuing Letter of Credit Agreement with HSBC Bank USA, National Association (“HSBC”), providing for an uncommitted $ 100 million LC facility (the “Uncommitted HSBC LC Facility”).
+Added: The Uncommitted HSBC LC facility may be terminated at any time by either the Company or HSBC upon written notice;
+Added: however, upon termination of this facility, any existing LC will remain outstanding.
+Added: CIBC LC Facility
+Added: On December 22, 2023, the Company entered into a credit agreement with CIBC Bank USA (“CIBC”) for a $ 200.0 million committed LOC facility (the “CIBC LC Facility”), with a $ 30.0 million sublimit for unsecured LC (the “CIBC Revolving Credit Facility”).
+Added: Return to table of contents
SHARE CAPITAL
2 unchanged sentences
2024 2023 2022
−Removed: Class A Class B Class A Class B Class A Class B
+Added: Ordinary Class A Class B Class A Class B
Balance – beginning of year 35,336,732 — 28,569,346 6,254,715 27,589,731 6,254,715
7 unchanged sentences
At December 31, 2024, 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.
−Removed: Link to Table of Contents
Share Repurchase Plan
−Removed: 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.
+Added: On May 3, 2024, the Board of Directors re-approved the share repurchase plan, until June 30, 2025, 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.
−Removed: For the year ended December 31, 2023, there was no repurchase of ordinary shares (2022:
−Removed: 4,933 at an average price of $ 7.04 per share).
+Added: For the year ended December 31, 2024, the Company repurchased 547,402 ordinary shares for $ 7.5 million (2023:
Preferred Shares
1 unchanged sentence
At December 31, 2024, the Company has no issued and outstanding preferred shares.
+Added: Return to table of contents
SHARE-BASED COMPENSATION
11 unchanged sentences
Employee and Director Restricted Shares
−Removed: The following table summarizes the activity for unvested outstanding restricted share awards:
−Removed: Performance Restricted Shares Service Restricted Shares
+Added: The following table summarizes the activity for unvested outstanding restricted share awards (“RSs”):
+Added: Performance RSs
shares Weighted
10 unchanged sentences
Balance at December 31, 2024 944,587 $ 9.87 191,556 $ 9.96
−Removed: For the year ended December 31, 2023, the Company issued to non-employee directors an aggregate of 65,394 (2022:
−Removed: 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).
+Added: For the year ended December 31, 2024, the Company issued no RSs to employees and 58,751 (2023:
+Added: 65,394 ) to non-employee directors as part of their remuneration for services to the Company (included in “Service RSs” column in the above table).
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.
−Removed: Link to Table of Contents
−Removed: For the year ended December 31, 2023, the Company granted to employees (i) 357,766 (2022:
−Removed: 601,213 ) restricted shares with both performance and service-based vesting conditions (“Performance RSs”) and (ii) 177,563 (2022:
−Removed: 248,659 ) restricted shares with only service-based vesting conditions (“Service RSs”).
+Added: During the vesting period, non-employee directors retain voting rights on these RSs;
+Added: but they are not entitled to any dividends declared until the RSs vest.
+Added: For the year ended December 31, 2023, the Company granted to employees (i) 357,766 restricted shares with both performance and service-based vesting conditions (“Performance RSs”) and (ii) 177,563 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.
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 %.
−Removed: 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”).
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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, 2023, 2022, and 2021.
−Removed: 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, 2024, there was $ 1.2 million (2023:
−Removed: $ 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:
−Removed: For the year ended December 31, 2023, the total fair value of restricted shares vested was $ 5.2 million (2022:
+Added: $ 3.0 million) of unrecognized compensation cost relating to non-vested restricted shares, which the Company expects to recognize over a weighted-average period of 0.9 years (2023:
+Added: For the year ended December 31, 2024, the total fair value of RSs vested was $ 3.4 million (2023:
$ 5.2 million).
+Added: Return to table of contents
Employee Restricted Stock Units
−Removed: The following table summarizes the activity for unvested outstanding RSUs:
+Added: The following table summarizes the activity for unvested outstanding restricted stock units (“RSUs”) during the years ended December 31, 2024, and 2023:
Performance RSUs
11 unchanged sentences
Balance at December 31, 2024 403,526 $ 10.43 149,834 $ 11.14
−Removed: 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.
−Removed: From 2022, the Service RSUs vest evenly over three years on January 1, subject to the grantee’s continued service with the Company.
−Removed: 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 %.
+Added: The Service RSUs granted to employees vest evenly over three years on January 1, subject to the grantee’s continued service with the Company.
+Added: If performance goals are achieved, the Performance RSUs granted to employees in 2024 will cliff vest at the end of a three-year performance period within a range of 50 % and 200 % of the awarded Performance RSUs, with a target of 100 %.
+Added: For Performance RSUs granted to employees prior to 2024, these 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 %.
At December 31, 2024, the total compensation cost related to non-vested RSUs not yet recognized was $ 1.2 million (2023:
$ 0.4 million), which the Company expects to recognize over a weighted-average period of 1.7 years (2023:
−Removed: Link to Table of Contents
+Added: For the year ended December 31, 2024, the total fair value of RSUs vested was $ 0.7 million (2023:
+Added: $ 0.5 million).
Employee and Director Stock Options
+Added: During the year ended December 31, 2024, 250,000 ordinary share purchase options were granted to the Company’s CEO, pursuant to his employment contract.
+Added: These options vest 50,000 annually and expire in 10 years from the grant date.
+Added: The grant date fair value of these options was $ 4.31 per share, based on the Black-Scholes option pricing model.
+Added: The following inputs were used in this pricing model:
+Added: Expected volatility
+Added: Expected term (in years)
+Added: Expected dividend yield
+Added: Risk-free interest rate
+Added: Stock price at grant date
+Added: Return to table of contents
The following table summarizes the stock option activity:
1 unchanged sentence
price Weighted
−Removed: fair value Intrinsic value
−Removed: ($ in millions) Weighted average remaining contractual term
+Added: fair value Intrinsic value (in $ millions)
+Added: Weighted average remaining contractual term
Balance at December 31, 2022 690,337 22.25 10.18 — 4.0 years
1 unchanged sentence
Balance at December 31, 2023 652,140 22.01 10.01 — 3.2 years
+Added: Granted 250,000 11.20 4.31
Expired ( 31,821 ) 32.37 15.71
5 unchanged sentences
Weighted-average remaining contractual term 2.3 3.2 3.9
−Removed: Intrinsic value ($ in millions) $ — $ — $ —
−Removed: During the year ended December 31, 2023, 80,000 (2022:
−Removed: 80,000 ) options vested.
−Removed: They had a weighted average grant date fair value of $ 9.60 (2022:
−Removed: All outstanding options are fully vested and exercisable.
+Added: Intrinsic value
+Added: During the year ended December 31, 2024, no options vested (2023:
+Added: The options that vested in 2023 had a weighted average grant date fair value of $ 9.60 .
+Added: At December 31, 2024, the total compensation cost related to non-vested options not yet recognized was $ 0.6 million (2023:
+Added: $ nil ), which the Company expects to recognize over a weighted-average period of 2.7 years
Stock Compensation Expense
1 unchanged sentence
$ 6.1 million, 2022:
−Removed: $ 3.2 million) of total stock compensation expense (net of forfeitures), including the incremental costs for modified grants.
−Removed: The stock compensation expense is included in “ General and administrative expenses ” in the consolidated statements of operations.
+Added: $ 4.7 million) of total stock compensation expense (net of forfeitures) - see Note 15 “Separation Agreement with Former CEO” during the year ended December 31, 2023.
Forfeiture recoveries were immaterial for the current and last two fiscal years.
−Removed: Link to Table of Contents
+Added: Return to table of contents
EARNINGS PER SHARE
−Removed: The following table reconciles net income and weighted average shares used in computing basic and diluted net income per share:
+Added: The following table reconciles net income and weighted average shares used in computing basic and diluted EPS:
Year ended December 31,
2024 2023 2022
−Removed: Numerator for earnings per share
+Added: Numerator for EPS:
Net income - basic $ 42,816 $ 86,830 $ 25,342
interest on convertible notes — — 4,201
−Removed: gain on debt repurchases — ( 343 ) —
+Added: gain on repurchase of convertible notes
Net income - diluted
$ 42,816 $ 86,830 $ 29,200
−Removed: Denominator for earnings per share
+Added: Denominator for EPS:
Weighted average shares outstanding - basic 34,097,572 34,067,974 33,908,156
8 unchanged sentences
The following table provides a breakdown of net investment income:
−Removed: Year ended December 31
+Added: Years ended December 31,
2024 2023 2022
Interest and dividend income, net of withholding taxes and other expenses $ 32,425 $ 35,629 $ 4,466
−Removed: Net realized and unrealized gains on other investments (see Note 4) 1,738 9,673 33,725
−Removed: Net investment-related income 37,367 14,139 32,065
−Removed: Share of SILP's net income (see Note 3) 28,696 54,844 18,087
+Added: Investment income (loss) from Lloyd's syndicates 14,447 6,041 ( 5,789 )
+Added: Net realized and unrealized gains (losses) on other investments (see Note 4) ( 918 ) 1,738 9,858
+Added: Net investment income 45,954 43,408 8,535
+Added: Share of Solasglas' net income (see Note 3) 33,605 28,696 54,844
Total investment income $ 79,559 $ 72,104 $ 63,379
−Removed: Link to Table of Contents
+Added: Return to table of contents
Components of Income Taxes
10 unchanged sentences
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.
−Removed: 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.
+Added: 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 January 22, 2045.
Verdant is incorporated in Delaware and therefore is subject to taxes in accordance with the U.S.
2 unchanged sentences
Verdant’s taxable income is generally expected to be taxed at a marginal rate of 21% (2023:
+Added: 21% and 2022:
Verdant’s tax years 2019 and beyond remain open and may be subject to examination by the IRS.
−Removed: 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.
+Added: GRIL and GRIS are incorporated in Ireland and therefore are subject to the Irish corporation tax rate of 12.5% on its trading income and 25% on its non-trading income (same tax rates for 2023 and 2022).
Greenlight Re UK and GCM are incorporated in the United Kingdom and therefore are subject to the U.K.
−Removed: corporate tax rate of 25% (2022 and 2021:
+Added: corporate tax rate of 25% (2023:
+Added: 25% and 2022:
19%) on their respective profits.
4 unchanged sentences
Operating and capital loss carryforwards $ 374 $ 1,087
−Removed: $ 1,087 $ 2,785
−Removed: Deferred tax assets before valuation allowance
Valuation allowance
5 unchanged sentences
$ 8.7 million) which can be carried forward indefinitely.
−Removed: Link to Table of Contents
+Added: Return to table of contents
RELATED PARTY TRANSACTIONS
1 unchanged sentence
Each of DME, DME II, and DME Advisors is an affiliate of the Chairman and, therefore, is a related party to the Company.
−Removed: The Company has entered into the SILP LPA (as described in Note 3 of the consolidated financial statements).
−Removed: DME II receives a performance allocation equal to (with capitalized terms having the meaning provided under the SILP LPA) (a) 10 % of the portion of the Positive Performance Change for each limited partner’s capital account that is less than or equal to the positive balance in such limited partner’s Carryforward Account, plus (b) 20 % of the portion of the Positive Performance Change for each limited partner’s capital account that exceeds the positive balance in such limited partner’s Carryforward Account.
−Removed: The Carryforward Account for Greenlight Re and GRIL includes the amount of investment losses to be recouped, including any loss generated on the assets invested in SILP, subject to adjustments for redemptions.
−Removed: The loss carry-forward provision in the SILP LPA allows DME II to earn a reduced performance allocation of 10 % of profits in years subsequent to any year in which SILP has incurred a loss until all losses are recouped, and an additional amount equal to 150 % of the loss is earned.
−Removed: In accordance with the SILP LPA, DME Advisors constructs a levered investment portfolio as agreed by the Company (the “Investment Portfolio” as defined in the SILP LPA).
−Removed: On September 1, 2018, SILP entered into the IAA with DME Advisors, which entitles DME Advisors to a monthly management fee equal to 0.125 % ( 1.5 % on an annual basis) of each limited partner’s Investment Portfolio.
+Added: The Company has entered into the Solasglas LPA (as described in Note 3 of the consolidated financial statements).
+Added: DME II receives a performance allocation equal to (with capitalized terms having the meaning provided under the Solasglas LPA) (a) 10 % of the portion of the Positive Performance Change for each limited partner’s capital account that is less than or equal to the positive balance in such limited partner’s Carryforward Account, plus (b) 20 % of the portion of the Positive Performance Change for each limited partner’s capital account that exceeds the positive balance in such limited partner’s Carryforward Account.
+Added: The Carryforward Account for Greenlight Re and GRIL includes the amount of investment losses to be recouped, including any loss generated on the assets invested in Solasglas, subject to adjustments for redemptions.
+Added: The loss carry-forward provision in the Solasglas LPA allows DME II to earn a reduced performance allocation of 10 % of profits in years subsequent to any year in which Solasglas has incurred a loss until all losses are recouped, and an additional amount equal to 150 % of the loss is earned.
+Added: In accordance with the Solasglas LPA, DME Advisors constructs a levered investment portfolio as agreed by the Company (the “Investment Portfolio” as defined in the Solasglas LPA).
+Added: On September 1, 2018, Solasglas entered into the IAA with DME Advisors, which entitles DME Advisors to a monthly management fee equal to 0.125 % ( 1.5 % on an annual basis) of each limited partner’s Investment Portfolio.
The IAA has an initial term ending on August 31, 2023, subject to an automatic extension for successive three-year terms.
For a detailed breakdown of management fees and performance compensation for the years ended December 31, 2024, 2023, and 2022, refer to Note 3.
−Removed: 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.
+Added: Pursuant to the Solasglas 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 Solasglas’ investment advisor.
The Company will reimburse DME, DME II, and DME Advisors for reasonable costs and expenses of investigating and defending such claims provided such claims were not caused due to gross negligence, breach of contract, or misrepresentation by DME, DME II, or DME Advisors.
3 unchanged sentences
(“GRBK”), a publicly-traded company.
−Removed: At December 31, 2023, SILP, along with certain affiliates of DME Advisors, collectively owned 27.1 % of the issued and outstanding common shares of GRBK.
−Removed: Under applicable securities laws, DME Advisors may sometimes be limited in its ability to trade GRBK shares held in SILP.
−Removed: At December 31, 2023, SILP held 2.7 million shares of GRBK.
+Added: At December 31, 2024, Solasglas, along with certain affiliates of DME Advisors, collectively owned 23.2 % of the issued and outstanding common shares of GRBK.
+Added: Under applicable securities laws, DME Advisors may sometimes be limited in its ability to trade GRBK shares held in Solasglas.
+Added: At December 31, 2024, Solasglas held 0.8 million shares of GRBK.
Service Agreement
2 unchanged sentences
Collateral Assets Investment Management Agreement
−Removed: Effective January 1, 2019, the Company (and its subsidiaries) entered into a collateral assets investment management agreement (the “CMA”) with DME Advisors, pursuant to which DME Advisors manages certain assets of the Company that are not subject to the SILP LPA and are held by the Company to provide collateral required by the cedents in the form of trust accounts and letters of credit.
+Added: Effective January 1, 2019, the Company (and its subsidiaries) entered into a collateral assets investment management agreement (the “CMA”) with DME Advisors, pursuant to which DME Advisors manages certain assets of the Company that are not subject to the Solasglas LPA and are held by the Company to provide collateral required by the cedents in the form of trust accounts and letters of credit.
In accordance with the CMA, DME Advisors receives no fees and is required to comply with the collateral investment guidelines.
The CMA can be terminated by any of the parties upon 30 days’ prior written notice to the other parties.
−Removed: Link to Table of Contents
−Removed: Separation Agreement with CEO
−Removed: On November 3, 2023, the Company entered into a Deed of Settlement and Release (“Separation Agreement”) with the CEO (Mr.
+Added: Return to table of contents
+Added: Separation Agreement with Former CEO
+Added: On November 3, 2023, the Company entered into a Deed of Settlement and Release (“Separation Agreement”) with the former CEO (Mr.
Simon Burton) pursuant to which Mr.
1 unchanged sentence
The following is a summary of the material financial terms of the Separation Agreement:
−Removed: • $ 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);
+Added: • $ 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);
• $ 1.5 million non-cash charge for accelerated vesting for Mr.
2 unchanged sentences
• $ 1.6 million grant date fair value of performance restricted shares to be granted in March 2024.
−Removed: 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.
+Added: As a result of the above Separation Agreement, the Company recognized a total charge of $ 4.3 million including the incremental share-based compensation cost for the modified grants for the year ended December 31, 2023.
COMMITMENTS AND CONTINGENCIES
25 unchanged sentences
$ 704,483 100.1 % $ 619,401 100.0 %
−Removed: The Company has posted deposits at Loyd’s to support underwriting capacity for certain syndicates, including Syndicate 3456 (see Note 18).
−Removed: Lloyd’s has a credit rating of “A” (Excellent) from A.M.
−Removed: Link to Table of Contents
+Added: The Company has posted deposits at Lloyd’s to support underwriting capacity for certain syndicates, including Syndicate 3456 (see Note 18).
+Added: Lloyd’s has a credit rating of “A+” (Superior) from A.M.
+Added: Best, as revised in August 2024.
Premiums receivable includes a significant portion of estimated premiums not yet due.
−Removed: Brokers and other intermediaries are responsible for collecting premiums from customer on the Company’s behalf.
+Added: Brokers and other intermediaries are responsible for collecting premiums from customers on the Company’s behalf.
The Company monitors its concentration of credit risks from brokers (see Note 17) .
−Removed: The diversity in the Company’s client base limits credit risk associated with premiums receivable and funds (premiums) held by cedents.
+Added: The diversity in the Company’s client base limits credit risk associated with premiums
+Added: Return to table of contents
+Added: 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.
16 unchanged sentences
Total lease payments 1,063
−Removed: Less Imputed Interest ( 142 )
+Added: Less present value discount
Present value of lease liabilities $ 1,006
5 unchanged sentences
While the Company cannot predict the outcome of legal disputes with certainty, the Company does not believe that any existing dispute, when finally resolved, will have a material adverse effect on the Company’s business, financial condition, or operating results.
−Removed: Link to Table of Contents
SEGMENT REPORTING
−Removed: The Company has one operating segment:
−Removed: Property & Casualty Reinsurance.
−Removed: A significant portion of the Company’s business is sourced through reinsurance brokers.
−Removed: The following table sets forth the brokers and their subsidiaries that generated more than 10% of our premiums.
−Removed: Year ended December 31, Broker Premiums
−Removed: % of Total Premiums
−Removed: Guy Carpenter (Marsh) $ 122,766 19.3 %
−Removed: Aon Benfield 91,642 14.4 %
−Removed: Aon Benfield $ 159,421 28.3 %
−Removed: Gallagher Re 91,239 16.2 %
−Removed: Guy Carpenter (Marsh) $ 178,336 31.5 %
−Removed: Aon Benfield 139,044 24.6 %
−Removed: BMS Group 63,958 11.3 %
−Removed: 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:
−Removed: Gross Premiums Written by Line of Business
+Added: For the quarter and year ended December 31, 2024, the Company has amended its reportable segments as follows:
+Added: In the Open Market segment, the Company underwrites reinsurance business, sourced through the brokerage distribution channels and Lloyd’s.
+Added: The Company writes mostly treaty reinsurance, on a proportional and non-proportional basis.
+Added: The lines of business for this segment are as follows:
+Added: Casualty, Financial, Health, Multiline, Property and Specialty.
+Added: In the Innovations segment, the Company provides reinsurance capacity to startup companies and MGAs based globally, sourced mainly through direct placements with its strategic partners (see Note 4).
+Added: This segment also includes business written by Syndicate 3456.
+Added: The lines of business for this segment are as follows:
+Added: Casualty, Financial, Health, Multiline and Specialty.
+Added: Return to table of contents
+Added: The Company’s reportable segments each have executive leadership who are responsible for their performance and who are directly accountable to the CODM.
+Added: The change in reportable segments was driven by the appointment of a new CEO, who is the CODM.
+Added: The CODM reviews the financial performance of the reportable segment to assess the achievement of strategic initiatives, the efficiency of the deployed capital, and how to allocate resources to the reportable segments based on the segment’s financial performance.
+Added: In addition to its reportable segments, the Company has a Corporate category included in the below tables, which includes runoff business (see Note 7), corporate expenses, income from investment in Solasglas, foreign exchange gains (losses), interest expense and income taxes.
+Added: The table below provides information about the Company’s reportable segments, including the reconciliation to net income as reported under U.S.
+Added: Comparatives have been recast to conform with the new reportable segments.
Year ended December 31, 2024:
+Added: Open Market Innovations Corporate Total Consolidated
+Added: Gross premiums written $ 603,798 $ 94,725 $ ( 188 ) $ 698,335
+Added: Net premiums written 541,446 80,016 ( 197 ) 621,265
+Added: Net premiums earned 511,922 86,352 21,680 619,954
+Added: Net loss and LAE incurred
( 341,586 ) ( 51,939 ) ( 33,744 ) ( 427,269 )
−Removed: Commercial $ 51,859 8.1 % $ 14,750 2.6 % $ 10,853 1.9 %
−Removed: Motor 671 0.1 2,346 0.4 29,953 5.3
−Removed: Personal 60,761 9.5 68,227 12.1 12,141 2.1
−Removed: Total Property 113,291 17.8 85,323 15.2 52,947 9.4
−Removed: General Liability 96,535 15.2 60,276 10.7 18,037 3.2
−Removed: Motor Liability 16,223 2.5 8,601 1.5 118,251 20.9
−Removed: Professional Liability 11,953 1.9 1,921 0.3 316 0.1
−Removed: Workers' Compensation 10,034 1.6 28,381 5.0 62,188 11.0
−Removed: Multi-line 216,292 34.0 225,924 40.1 180,321 31.9
−Removed: Total Casualty 351,037 55.1 325,103 57.7 379,113 67.1
−Removed: Accident & Health 8,339 1.3 8,947 1.6 31,612 5.6
−Removed: Financial 56,114 8.8 66,528 11.8 66,612 11.8
−Removed: Marine 31,138 4.9 22,700 4.0 10,652 1.9
−Removed: Other Specialty 76,891 12.1 54,570 9.7 24,457 4.3
−Removed: Total Other 172,482 27.1 152,745 27.1 133,333 23.6
+Added: Acquisition costs ( 144,852 ) ( 27,151 ) ( 4,772 ) ( 176,775 )
+Added: Other underwriting expenses ( 19,175 ) ( 3,682 ) — ( 22,857 )
+Added: Deposit interest expense, net (1)
( 1,228 ) — — ( 1,228 )
−Removed: Link to Table of Contents
−Removed: Gross Premiums Written by Geographic Area of Risks Insured
+Added: Underwriting income (loss) 5,081 3,580 ( 16,836 ) ( 8,175 )
+Added: Reconciliation to income before income taxes:
+Added: Net investment income 42,629 702 2,623 45,954
+Added: Corporate and other expenses — ( 2,445 ) ( 13,932 ) ( 16,377 )
+Added: Income from investment in Solasglas 33,605 33,605
+Added: Foreign exchange gains (losses) ( 5,606 ) ( 5,606 )
+Added: Interest expense ( 5,836 ) ( 5,836 )
+Added: Income before income taxes
+Added: $ 47,710 $ 1,837 $ ( 5,982 ) $ 43,565
+Added: Additional information:
+Added: Net loss and LAE incurred:
+Added: Attritional losses
+Added: $ 290,961 $ 52,235 $ 5,780 $ 348,976
+Added: 35,681 — $ 21,808 $ 57,489
+Added: Prior year adverse (favorable) loss development
+Added: 14,944 ( 296 ) $ 6,156 $ 20,804
+Added: Total net loss and LAE incurred
+Added: $ 341,586 $ 51,939 $ 33,744 $ 427,269
+Added: Total allocated assets (2)
+Added: $ 454,647 $ 110,119 $ 1,451,457 $ 2,016,223
+Added: (1) For the purpose of the above reportable segments table, the Company has reclassified $ 2.1 million of deposit interest income from “Other income, net” to “Deposit interest expense, net” relating to reinsurance contracts that did not meet the risk transfer requirement under U.S.
+Added: (2) The Company does not allocate assets to reporting segments, with the exception of restricted cash used to collateralized certain reinsurance transactions, including FAL, and Innovations-related private investments.
+Added: Return to table of contents
Year ended December 31, 2023:
+Added: Open Market Innovations Corporate Total Consolidated
+Added: Gross premiums written $ 504,435 $ 88,602 $ 43,773 $ 636,810
+Added: Net premiums written 466,544 83,608 43,896 594,048
+Added: Net premiums earned 466,751 71,769 44,627 583,147
+Added: Net loss and LAE incurred
( 262,290 ) ( 44,855 ) ( 52,859 ) ( 360,004 )
−Removed: and Caribbean $ 254,792 40.0 % $ 295,428 52.4 % $ 316,015 55.9 %
−Removed: Worldwide (1)
+Added: Acquisition costs ( 136,356 ) ( 22,381 ) ( 10,140 ) ( 168,877 )
+Added: Other underwriting expenses ( 16,827 ) ( 2,760 ) — ( 19,587 )
+Added: Deposit interest expense, net
( 2,687 ) — — ( 2,687 )
+Added: Underwriting income (loss) 48,591 1,773 ( 18,372 ) 31,992
+Added: Reconciliation to income before income taxes:
+Added: Net investment income 37,351 2,732 3,325 43,408
+Added: Corporate and other expenses — ( 3,080 ) ( 20,573 ) ( 23,653 )
+Added: Income from investment in Solasglas 28,696 28,696
+Added: Foreign exchange gains (losses) 11,566 11,566
+Added: Other income, net
+Added: Interest expense ( 5,344 ) ( 5,344 )
+Added: Income before income taxes
$ 85,942 $ 1,425 $ ( 437 ) $ 86,930
+Added: Additional information:
+Added: Net loss and LAE incurred:
+Added: Attritional losses
$ 243,440 $ 44,425 $ 32,162 $ 320,027
15,264 — 13,507 28,771
−Removed: (1) “Worldwide” is composed of contracts that reinsure risks in more than one geographic area and may include risks in the U.S.
+Added: Prior year adverse (favorable) loss development
+Added: 3,586 430 7,190 11,206
+Added: Total net loss and LAE incurred
+Added: $ 262,290 $ 44,855 $ 52,859 $ 360,004
+Added: Total allocated assets (2)
+Added: $ 485,388 $ 98,467 $ 1,151,451 $ 1,735,307
+Added: (2) The Company does not allocate assets to reporting segments, with the exception of restricted cash used to collateralized certain reinsurance transactions, including FAL, and Innovations-related private investments.
+Added: Return to table of contents
+Added: Year ended December 31, 2022:
+Added: Open Market Innovations Corporate Total Consolidated
+Added: Gross premiums written $ 452,541 $ 50,739 $ 59,891 $ 563,171
+Added: Net premiums written 437,799 47,328 44,615 529,742
+Added: Net premiums earned 410,877 33,184 25,416 469,477
+Added: Net loss and LAE incurred
+Added: ( 268,659 ) ( 23,151 ) ( 24,675 ) ( 316,485 )
+Added: Acquisition costs ( 125,296 ) ( 11,111 ) ( 6,741 ) ( 143,148 )
+Added: Other underwriting expenses ( 11,867 ) ( 1,946 ) — ( 13,813 )
+Added: Deposit interest expense, net
+Added: ( 6,717 ) — — ( 6,717 )
+Added: Underwriting income (loss) ( 1,662 ) ( 3,024 ) ( 6,000 ) ( 10,686 )
+Added: Reconciliation to income before income taxes:
+Added: Net investment income 4,898 9,869 ( 6,417 ) 8,350
+Added: Corporate and other expenses — ( 3,452 ) ( 14,341 ) ( 17,793 )
+Added: Income from investment in Solasglas 54,844 54,844
+Added: Foreign exchange gains (losses) ( 5,988 ) ( 5,988 )
+Added: Interest expense ( 4,201 ) ( 4,201 )
+Added: Income before income taxes $ 3,236 $ 3,393 $ 17,897 $ 24,526
+Added: Additional information:
+Added: Net loss and LAE incurred:
+Added: Attritional losses
+Added: $ 235,179 $ 20,482 $ 20,989 $ 276,650
+Added: 36,967 0 2,750 39,717
+Added: Prior year adverse (favorable) loss development
+Added: ( 3,487 ) 2,669 936 118
+Added: Total net loss and LAE incurred
+Added: $ 268,659 $ 23,151 $ 24,675 $ 316,485
+Added: Total allocated assets (2)
+Added: $ 631,738 $ 84,516 $ 864,127 $ 1,580,381
+Added: (2) The Company does not allocate assets to reporting segments, with the exception of restricted cash used to collateralized certain reinsurance transactions, including FAL, and Innovations-related private investments.
+Added: The other underwriting expenses includes general and administrative expenses directly attributable to each of the segment, in addition to allocated indirect overhead costs.
+Added: The net investment income includes:
+Added: • Interest income earned on restricted cash (see Note 5 - Restricted Cash and Cash Equival ents ) and FAL balances directly attributable to each of the segments;
+Added: • Realized and unrealized gains (losses) on private investments directly attributable to Innovations segment (see Note 4 - Other Investments ).
+Added: The Company had no intersegment revenues for the years ended December 31, 2024, 2023, and 2022.
+Added: Concentration of revenue
+Added: The Company has a diverse client base, for which there was no individual customer that accounted for more than 10% of the total consolidated gross premiums written for the years ended December 31, 2024, 2023, and 2022.
+Added: Return to table of contents
+Added: Premiums by Geographic Area
+Added: The following table presents gross premiums written by the geographical location of the Company’s subsidiaries:
+Added: Year ended December 31,
+Added: 2024 2023 2022
+Added: $ 160,736 23.0 % $ 95,371 15.0 % $ 246,637 43.8 %
+Added: United Kingdom
+Added: 176,336 25.3 192,699 30.3 — —
+Added: Cayman Islands
+Added: 361,263 51.7 348,740 54.7 316,534 56.2
+Added: $ 698,335 100.0 % $ 636,810 100.0 % $ 563,171 100.0 %
STATUTORY REQUIREMENTS
30 unchanged sentences
The dividends were approved by CIMA and resulted in the return of additional share capital to the Company.
−Removed: The dividends were used primarily to repurchase and repay the Company’s Convertible Notes (see Note 9).
At December 31, 2024, $ 295.2 million (2023:
$ 312.5 million) of Greenlight Re’s capital and surplus was available for distribution as dividends.
−Removed: Link to Table of Contents
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.
+Added: Return to table of contents
There were no material differences between the statutory financial statements and statements prepared in accordance with U.S.
GAAP for GRIL at December 31, 2024 and 2023, and for the years then ended.
−Removed: The amount of dividends that GRIL is permitted to distribute is limited to its retained earnings.
+Added: The amount of dividends that GRIL is permitted to distribute is limited to its excess statutory capital, as noted in the above table.
The Central Bank of Ireland has powers to intervene if a dividend payment were to breach regulatory capital requirements.
−Removed: At December 31, 2023 and 2022, none of GRIL’s capital and surplus was available for distribution as dividends.
+Added: During the year ended December 31, 2024, $ 20.0 million of dividends (2023:
+Added: nil ) were declared or paid by GRIL to the Company.
Lloyd’s of London
9 unchanged sentences
See Note 16 for total FAL for Syndicate 3456 and other syndicates in which the Company has a participation interest.
−Removed: Link to Table of Contents
+Added: SUBSEQUENT EVENTS
+Added: Due to the California wildfires commencing in January 2025, the Company has estimated losses ranging from $ 15 million to $ 30 million, net of reinstatement premiums, to be recognized in the first quarter of 2025.
+Added: The Company’s assessment of the impact of the California wildfires is preliminary, and is based on, among other things, initial industry insured loss estimate of $ 40 billion to $ 50 billion, market share analysis, and a review of in-force contracts.
+Added: This estimate is subject to significant management judgment due to the preliminary nature of the information available thus far from industry participants, the magnitude and recency of the California wildfires, and other factors.
+Added: Return to table of contents
GREENLIGHT CAPITAL RE, LTD.
8 unchanged sentences
Total investments - other than investments in related parties $ 30,824 $ 73,160 $ 73,160
−Removed: Link to Table of Contents
+Added: Return to table of contents
GREENLIGHT CAPITAL RE, LTD.
28 unchanged sentences
Total revenues 83 244 367
−Removed: General and administrative expenses 9,042 6,887 4,263
+Added: Corporate expenses
+Added: 6,059 9,042 6,887
Interest expense 5,836 5,344 4,201
Total expenses 11,895 14,386 11,088
−Removed: Net income (loss) before equity in earnings of consolidated subsidiaries ( 14,142 ) ( 10,721 ) ( 10,504 )
−Removed: Equity in earnings of consolidated subsidiaries 100,972 36,063 28,082
−Removed: Consolidated net income $ 86,830 $ 25,342 $ 17,578
+Added: Loss before equity in net income of subsidiaries ( 11,812 ) ( 14,142 ) ( 10,721 )
+Added: Equity in net income of subsidiaries
+Added: 54,628 100,972 36,063
+Added: Net income $ 42,816 $ 86,830 $ 25,342
Comprehensive income $ 42,816 $ 86,830 $ 25,342
−Removed: Link to Table of Contents
+Added: Return to table of contents
SCHEDULE II (continued)
9 unchanged sentences
Equity in earnings of consolidated subsidiaries
−Removed: Net realized gain on repurchase of convertible senior notes payable ( 265 ) ( 343 ) —
−Removed: Net change in unrealized gains and losses on investments — — —
+Added: ( 54,628 ) ( 100,972 ) ( 36,063 )
+Added: Net realized gain on repurchases of convertible senior notes payable — ( 265 ) ( 343 )
Share-based compensation expense 3,884 5,550 4,028
−Removed: Accretion of debt offering costs and change in interest accruals ( 1,696 ) 79 2,263
+Added: Accretion of debt offering costs, net of change in interest accruals 1,220 ( 1,696 ) 79
Net change in:
5 unchanged sentences
Cash flows from investing activities
−Removed: Change in notes receivable
−Removed: Contributed surplus (to) from subsidiaries, net
+Added: Dividends and return of capital from subsidiaries
42,500 8,316 60,125
+Added: Contributions to subsidiaries
+Added: ( 10,500 ) ( 20,043 ) ( 1,557 )
Net cash provided by (used in) investing activities 32,000 ( 11,727 ) 58,568
1 unchanged sentence
Proceeds from Term Loans — 75,000 —
+Added: Repayment of Term Loans ( 13,752 ) ( 947 ) —
Repayment of convertible senior notes payable — ( 62,147 ) —
−Removed: Repurchases of convertible senior notes payable ( 17,198 ) ( 19,793 ) —
−Removed: Repurchase of Class A ordinary shares — ( 35 ) ( 10,000 )
+Added: Repurchase of convertible senior notes payable — ( 17,198 ) ( 19,793 )
+Added: Repurchase of shares ( 7,488 ) — ( 35 )
Net cash used in financing activities ( 21,240 ) ( 5,292 ) ( 19,828 )
3 unchanged sentences
Supplementary information
−Removed: Non cash consideration from (to) subsidiaries, net $ ( 595 ) $ ( 656 ) $ ( 415 )
−Removed: Link to Table of Contents
+Added: Non cash consideration to subsidiaries, net $ ( 572 ) $ ( 595 ) $ ( 656 )
+Added: Return to table of contents
GREENLIGHT CAPITAL RE, LTD.
2 unchanged sentences
(expressed in thousands of U.S.
−Removed: Year Segment Deferred
−Removed: costs, net Reserves
−Removed: – gross Unearned
+Added: December 31, 2024
+Added: Year ended December 31, 2024
+Added: costs Reserves
+Added: and LAE Unearned
investment related
income (loss) Net losses,
−Removed: expenses Amortization
−Removed: expenses Gross
−Removed: 2023 Property & Casualty $ 79,956 $ 661,554 $ 306,310 $ 583,147 $ 66,063 $ 360,004 $ 168,877 $ 43,240 $ 636,810
−Removed: 2022 Property & Casualty $ 82,391 $ 555,468 $ 307,820 $ 469,477 $ 68,983 $ 316,485 $ 143,148 $ 31,606 $ 563,171
−Removed: 2021 Property & Casualty $ 63,026 $ 524,010 $ 227,584 $ 539,279 $ 50,152 $ 374,980 $ 144,960 $ 29,369 $ 565,393
−Removed: Link to Table of Contents
+Added: and LAE Acquisition
+Added: costs Underwriting
+Added: written Deposit interest expense, net
+Added: Open Market $ 71,432 $ 769,776 $ 290,419 $ 511,922 $ 42,629 $ 341,586 $ 144,852 $ 19,175 $ 541,446 $ 1,228
+Added: Innovations 10,817 76,986 34,132 86,352 702 51,939 27,151 3,682 80,016 —
+Added: Corporate (1)
+Added: — 14,207 — 21,680 2,623 33,744 4,772 — ( 197 ) —
+Added: $ 82,249 $ 860,969 $ 324,551 $ 619,954 $ 45,954 $ 427,269 $ 176,775 $ 22,857 $ 621,265 $ 1,228
+Added: December 31, 2023
+Added: Year ended December 31, 2023
+Added: costs Reserves
+Added: and LAE Unearned
+Added: investment related
+Added: income (loss) Net losses,
+Added: and LAE Acquisition
+Added: costs Underwriting
+Added: written Deposit interest expense, net
+Added: Open Market $ 64,354 $ 597,478 $ 246,994 $ 466,751 $ 37,351 $ 262,290 $ 136,356 $ 16,827 $ 466,544 $ 2,687
+Added: Innovations 11,089 46,314 37,438 71,769 2,732 44,855 22,381 2,760 83,608 —
+Added: Corporate (1)
+Added: 4,513 17,762 21,878 44,627 3,325 52,859 10,140 — 43,896 —
+Added: $ 79,956 $ 661,554 $ 306,310 $ 583,147 $ 43,408 $ 360,004 $ 168,877 $ 19,587 $ 594,048 $ 2,687
+Added: December 31, 2022
+Added: Year ended December 31, 2022
+Added: costs Reserves
+Added: and LAE Unearned
+Added: investment related
+Added: income (loss) Net losses,
+Added: and LAE Acquisition
+Added: costs Underwriting
+Added: written Deposit interest expense, net
+Added: Open Market $ 70,173 $ 524,913 $ 250,742 $ 410,877 $ 4,898 $ 268,659 $ 125,296 $ 11,867 $ 437,799 $ 6,717
+Added: Innovations 6,570 19,336 25,586 33,184 9,869 23,151 11,111 1,946 47,328 —
+Added: Corporate (1)
+Added: 5,648 11,219 31,492 25,416 ( 6,417 ) 24,675 6,741 — 44,615 —
+Added: $ 82,391 $ 555,468 $ 307,820 $ 469,477 $ 8,350 $ 316,485 $ 143,148 $ 13,813 $ 529,742 $ 6,717
+Added: (1) Corporate includes the results of runoff business and non-underwriting income and expenses.
+Added: (2) Includes underwriting expenses and deposit interest expense, net.
+Added: Return to table of contents
GREENLIGHT CAPITAL RE, LTD.
SUPPLEMENTARY REINSURANCE INFORMATION
−Removed: AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2023, 2022, AND 2021
+Added: FOR THE YEARS ENDED DECEMBER 31, 2024, 2023, AND 2022
(expressed in thousands of U.S.
−Removed: Year Segment Direct gross
+Added: Year Direct gross
premiums Premiums
2 unchanged sentences
assumed to net
−Removed: 2023 Property & Casualty $ — $ 42,762 $ 636,810 $ 594,048 107 %
−Removed: 2022 Property & Casualty $ — $ 33,429 $ 563,171 $ 529,742 106 %
−Removed: 2021 Property & Casualty $ — $ 41 $ 565,393 $ 565,352 100 %
+Added: 2024 $ — $ 77,070 $ 698,335 $ 621,265 112 %
+Added: 2023 $ — $ 42,762 $ 636,810 $ 594,048 107 %
+Added: 2022 $ — $ 33,429 $ 563,171 $ 529,742 106 %
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.