GREENLIGHT CAPITAL RE, LTD. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(f) and 15(d)-15 of the Exchange Act at December 31, 2024. Based on upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2024. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that: ● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time. Our system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified. Our management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in the Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the 2013 framework). Based on this evaluation, our management concluded that our system of internal control over financial reporting was effective as of December 31, 2024. 74 Return to table of contents 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. 75 Return to table of contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Greenlight Capital Re, Ltd. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Greenlight Capital Re, Ltd. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated March 10, 2025, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Controls Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte Ltd. ________________________ Hamilton, Bermuda March 10, 2025 76 Return to table of contents ITEM 9B. OTHER INFORMATION (c) Insider Trading Arrangements and Related Disclosures Our directors and executive officers may purchase or sell shares of our ordinary shares in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and in compliance with guidelines specified by the Company. In accordance with Rule 10b5-1 and our insider trading policy, directors, officers, and certain employees who, at such time, are not in possession of material non-public information about the Company are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s stock, including shares acquired pursuant to the Company’s equity plans (“Rule 10b5-1 Trading Plans”). Under Rule 10b5-1 Trading Plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. During the three months ended December 31, 2024, we did no t have any Rule 10b5-1 trading arrangements or any “non-Rule 10b5-1 arrangements” (as defined in Item 408(a) of Regulation S-K) in place for our directors and officers. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference. ITEM 11. EXECUTIVE COMPENSATION This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference. 77 Return to table of contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following documents are filed as a part of this Form 10-K Page (a)(1) Financial Statements Report of Independent Registered Public Accounting Firm (on the consolidated financial statements) ( Deloitte Ltd. ; PCAOB ID# 5230 ) F- 1 Report of Independent Registered Public Accounting Firm (on the financial statements of Solasglas Investments, L P) ( Ernst & Young Ltd. ; Grand Cayman, Cayman Islands ; PCAOB ID# 1655 ) F- 3 Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 4 Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022 F- 5 Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2024, 2023, and 2022 F- 6 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022 F- 7 Notes to the Consolidated Financial Statements F- 8 (a)(2) Financial Statement Schedules* Schedule I – Summary of Investments — Other Than Investments in Related Parties F- 54 Schedule II – Condensed Financial Information of Registrant F- 55 Schedule III – Supplementary Insurance Information F- 57 Schedule IV – Supplementary Reinsurance Information F- 58 (a)(3) The exhibits required to be filed by this Item 15. are set forth in the Exhibit Index accompanying this report. The financial statements of Solasglas Investments, LP required by Rule 3-09 of Regulation S-X are included in this filing as Exhibit 99.1. * Schedules V and VI have been omitted as the information is provided in Note 7. “Loss and Loss Adjustment Expense Reserves”. ITEM 16. FORM 10-K SUMMARY None. 78 Return to table of contents EXHIBIT INDEX Exhibit Number Description of Exhibit 3.1 Fourth Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on July 27, 2023). 4.1 Description of Registrant’s Securities. 10.1 Form of Securities Purchase Agreement for Class A ordinary shares by and between the Registrant and each of the subscribers thereto (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement No. 333-139993) . 10.2 (1) Greenlight Capital Re, Ltd. 2023 Omnibus Incentive Plan (incorporated by reference to Appendix E of the Registrant’s Definitive Proxy Statement filed April 26, 2023) 10.3 (1) Form of Stock Option Agreement (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement No. 333-139993) . 10.4 Form of Shareholders’ Agreement, dated August 11, 2004, by and among the Registrant and each of the subscribers (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement No. 333-139993) . 10.5 Amendment No. 2 to Shareholders Agreement, dated and effective as of June 30, 2021 (incorporated by reference to Exhibit 10.1 to the Company Form 8-K filed June 30, 2021). 10.6 Amendment No. 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). 10.7 Form of Deed of Indemnity between the Registrant and each of its directors and certain of its officers (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement No. 333-139993) . 10.8 Service Agreement, dated as of February 21, 2007, between DME Advisors, LP and Greenlight Capital Re, Ltd. (incorporated by reference to Exhibit 10.17 of the Company’s Registration Statement No. 333-139993) . 10.9 Master Reimbursement Agreement, dated August 20, 2010, between Greenlight Reinsurance, Ltd. and Citibank Europe plc (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed on November 2, 2010) . 10.10 Reinsurance Deposit Agreement, dated August 20, 2010, between Greenlight Reinsurance, Ltd. and Citibank Europe plc. (incorporated by reference to Exhibit 10.3 of the Company’s Form 10-Q filed on November 2, 2010) . 10.11 (1) Amended and Restated Employment Agreement, dated as of February 22, 2022, by and among Greenlight Capital Re, Ltd, Greenlight Reinsurance, Ltd. and Simon Burton (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on February 22, 2022) . 10.12 (1) Employment Agreement by and between Greenlight Reinsurance Ireland, DAC and Patrick O’Brien dated February 16, 2018 (incorporated by reference to Exhibit 10.40 to the Company’s Form 10-K filed on Feb 20, 2018) . 10.13 (1) Amendment to Employment Agreement, dated as of September 2, 2019, by and between Greenlight Reinsurance Ireland, DAC and Patrick O’Brien (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on September 3, 2019). 10.14 Investment Advisory Agreement among DME Advisors, LP, and Solasglas Investments, LP, dated as of September 1, 2018 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on September 4, 2018) . 10.15 Participation Agreement among Greenlight Reinsurance, Ltd., Greenlight Reinsurance Ireland, Designated Activity Company, DME Advisors II, LLC and Solasglas Investments, LP, dated as of September 1, 2018 (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on September 4, 2018) . 10.16 Collateral Assets Investment Management Agreement among DME Advisors, LP, Greenlight Reinsurance, Ltd. and Greenlight Reinsurance Ireland DAC dated January 1, 2019 (incorporated by reference to Exhibit 10.49 of the Company’s Form 10-K filed on February 27, 2019) . 10.17 (1) Stock Option Agreement by and between Greenlight Capital Re, Ltd. and Simon Burton dated July 6, 2017 (incorporated by reference to Exhibit 10.50 of the Company’s Form 10-K filed on February 27, 2019) . 10.18 (1) Stock Option Agreements by and between Greenlight Capital Re, Ltd. and Leonard Goldberg dated April 3, 2017 and August 1, 2017 (incorporated by reference to Exhibit 10.51 of the Company’s Form 10-K filed on February 27, 2019) . 10.19 (1) Restricted Stock Award Agreement by and between Greenlight Capital Re, Ltd. and Simon Burton dated March 15, 2018 (incorporated by reference to Exhibit 10.52 of the Company’s Form 10-K filed on February 27, 2019) . 10.20 (1) Deed of Settlement and Release, dated as of October 25, 2022, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Laura Accurso (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed October 25, 2022) . 79 Return to table of contents 10.21 (1) Restricted Stock Award Agreement by and between Greenlight Capital Re, Ltd. and Simon Burton, dated March 15, 2019 (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on May 6, 2019) . 10.22 (1) Greenlight Capital Re, Ltd. Form of Employees’ Restricted Stock Unit Award (incorporated by reference to Exhibit 4.10 of the Company’s Registration Statement No 333-231214 filed on May 3, 2019). 10.23 Second Amended and Restated Exempted Limited Partnership Agreement of Solasglas Investments, LP, between DME Advisors II, LLC, as General Partner, Greenlight Reinsurance, Ltd., Greenlight Reinsurance Ireland, a Designated Activity Company, Greenlight Capital Re, Ltd. and the initial limited partner, dated as of January 7, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on January 12, 2021). 10.24 Amendment No. 1, dated as of December 15, 2022, to the Second Amended and Restated Exempted Limited Partnership Agreement of Solasglas Investments, LP, between DME Advisors II, LLC, as General Partner, Greenlight Reinsurance, Ltd., Greenlight Reinsurance Ireland, Designated Activity Company, Greenlight Capital Re, Ltd. and the initial limited partner, dated as of January 7, 2021 and effective as of January 1, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on December 15, 2022) . 10.25 Amendment No. 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. 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). 10.26 (1) Employment Offer, dated March 23, 2009, by and between Greenlight Reinsurance, Ltd. and Tom Curnock (incorporated by reference to Exhibit 10.54 of the Company’s Form 10-K filed on March 9, 2020). 10.27 (1) Amendment to Employment Offer entered into as of October 31, 2018 by and between Greenlight Reinsurance, Ltd. and Tom Curnock (incorporated by reference to Exhibit 10.55 of the Company’s Form 10-K filed on March 9, 2020). 10.28 (1) Second Amendment to Employment Offer entered into September 10, 2019, by and between Greenlight Reinsurance, Ltd. and Tom Curnock (incorporated by reference to Exhibit 10.56 of the Company’s Form 10-K filed on March 9, 2020). 10.29 (1) Amended and Restated Restricted Stock Award Agreement dated July 30, 2020, by and between Greenlight Capital Re, Ltd and Simon Burton (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed August 5, 2020). 10.30 Letter Agreement between Greenlight Reinsurance, Ltd, Greenlight Reinsurance Ireland, DAC, DME Advisors II, LLC and DME Advisors LP, effective July 1, 2020 (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q filed August 5, 2020). 10.31 Greenlight Capital Re, Ltd. Share Ownership and Retention Policy for Executives and Non-Employee Directors (incorporated by reference to Exhibit 99.4 of the Company’s Form 8-K filed August 3, 2021) 10.32 (1) Greenlight Capital Re, Ltd., Short-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed November 3, 2021) 10.33 (1) Amended and Restated Employment Agreement, dated as of March 6, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Faramarz Romer (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on March 9, 2023). 10.34 (1) Deed of Settlement and Release, dated as of March 6, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Neil Greenspan (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on March 9, 2023). 10.35 (1) Employment Agreement dated March 6, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and David Sigmon. 10.36 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). 10.37 (1) Employment Agreement, dated as of November 3, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Greg Richardson (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on June 22, 2023). 10.38 (1) Deed of Settlement and Release, dated as of November 3, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Simon Burton (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K on November 11, 2023). 10.39 Credit Agreement, dated as of December 22, 2023, by and between Greenlight Reinsurance, Ltd. and CIBC Bank USA, as lender. 10.40 (1) Stock Option Agreement by and between Greenlight Capital Re, Ltd. and Gregory Richardson dated January 4, 2024. 10.41 (1) Consulting Agreement, dated as of March 6, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Neil Greenspan (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on March 9, 2023). 80 Return to table of contents 10.42 Continuing Letter of Credit Agreement, dated as of December 17, 2024, by and between HSBC Bank USA, National Association and Greenlight. 10.43 Amendment and Restatement Agreement, dated as of December 19, 2024, by and between Greenlight and Citibank Europe plc. 10.44 Fee Letter for Issuance of Credits, dated as of December 19, 2024, by and between Citibank Europe plc and Greenlight. 10.45 Insurance Letters of Credit – confirmation of uncommitted facility amount, dated as of December 19, 2024, from Citibank Europe plc to Greenlight. 10.46 (1) Greenlight Capital Re, Ltd. Form of Employees’ Restricted Stock Unit Award 10.47 (1) Greenlight Capital Re, Ltd. Form of Directors’ Restricted Stock Unit Award 10.48 (1) Transfer of Patrick O ’ Bri e n ’ s employment from Greenlight Reinsurance Ireland DAC to Greenlight Re Ireland Services Limited 19.1 I nsider Trading Policy 21.1 Subsidiaries of the registrant. 23.1 Consent of Deloitte Ltd. 23.2 Consent of Ernst & Young Ltd. 24.1 Power of Attorney (included as part of signature page hereto) 31.1 Certification of the Chief Executive Officer of Greenlight Capital Re, Ltd. filed herewith pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of the Chief Financial Officer of Greenlight Capital Re, Ltd. filed herewith pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of the Chief Executive Officer of Greenlight Capital Re, Ltd. furnished herewith pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of the Chief Financial Officer of Greenlight Capital Re, Ltd. furnished herewith pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Greenlight Capital Re, Ltd. Clawback Policy 99.1* Audited Financial Statements of Solasglas Investments, LP as of and for the year ended December 31, 2024 . 101 The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Changes in Shareholders’ Equity; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). (1) Management contract or compensatory plan or arrangement. * Exhibit 99.1 is being filed to provide audited financial statements and the related footnotes of Solasglas Investments, LP in accordance with SEC rule 3-09 of Regulation S-X. The management of Solasglas Investments, LP is solely responsible for the form and content of the Solasglas Investments LP financial statements. The Registrant has no responsibility for the form or content of the Solasglas Investments, LP financial statements since it does not control Solasglas Investments, LP. 81 Return to table of contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GREENLIGHT CAPITAL RE, LTD. By: /s/ GREGORY RICHARDSON Gregory Richardson Chief Executive Officer March 10, 2025 POWER OF ATTORNEY We, the undersigned directors and executive officers of Greenlight Capital Re, Ltd., hereby appoint Faramarz Romer and David Sigmon, and each of them singly, as our true and lawful attorneys with full power to them to sign for us, and in our name in the capacities indicated below, any and all amendments to the Annual Report on Form 10-K filed with the SEC, hereby ratifying and confirming our signatures as they may be signed by our said attorneys to any and all amendments to said Annual Report on Form 10-K. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 10, 2025. 82 Return to table of contents Signature Title /s/ GREGORY RICHARDSON Chief Executive Officer, Director Gregory Richardson (Principal Executive Officer) /s/ FARAMARZ ROMER Chief Financial Officer Faramarz Romer (Principal Financial Officer) /s/ STEVEN ARCHAMBAULT Chief Accounting Officer Steven Archambault (Principal Accounting Officer) /s/ DAVID EINHORN Chair of the Board David Einhorn /s/ JONNY FERRARI Director Jonny Ferrari /s/ URSULINE FOLEY Director Ursuline Foley /s/ LEONARD GOLDBERG Director Leonard Goldberg /s/ VICTORIA GUEST Director Victoria Guest /s/ IAN ISAACS Director Ian Isaacs /s/ BRYAN MURPHY Director Bryan Murphy /s/ JOSEPH PLATT Director Joseph Platt /s/ DANIEL ROITMAN Director Daniel Roitman 83 Return to table of contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Greenlight Capital Re, Ltd. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Greenlight Capital Re, Ltd. (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"). 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. 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. 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. The financial statements of Solasglas Investments, LP were audited by Ernst & Young Ltd. 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 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits and the report of Ernst & Young Ltd. provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Loss and loss adjustment expense reserves - Refer to Notes 2 and 7 to the consolidated financial statements Critical Audit Matter Description The Company’s estimate of loss and loss adjustment expense reserves is derived using expected trends in claim severity and frequency and other factors that may vary significantly as claims are settled. The estimate is sensitive to significant assumptions, including the initial expected loss ratio and loss development factors. The estimate is also sensitive to the selection of actuarial methods and weighting of these methods applied to project the ultimate losses, the estimation of ultimate reserves associated with catastrophic events, and other factors. Further, not all catastrophic events can be modeled using traditional actuarial methodologies, which increases the degree of judgment needed in estimating loss reserves for such events. F-1 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. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to loss and loss adjustment expense reserves included the following, among others • We tested the effectiveness of controls over the valuation of the recorded loss and loss adjustment expense reserves, including the review and approval process that management has in place for significant actuarial methods and assumptions used and the approval of management’s best estimate of loss and loss adjustment expense reserves. • We tested the completeness and accuracy of the underlying data that served as the basis for the Company’s actuarial analysis, including historical claims data, to test the reasonableness of key inputs to the actuarial estimate. • With the assistance of our actuarial specialists: – We independently developed an estimate of the reserves for selected contracts, compared our estimates to those booked by the Company, and evaluated the differences. – We evaluated the Company’s methodologies against recognized actuarial practices for the remaining contracts. We also evaluated the assumptions used by the Company using our industry knowledge and experience and other analytical procedures. – We compared the results of the quarterly reserve studies prepared by independent external actuaries to management’s best estimate and evaluated the differences. /s/ Deloitte Ltd. _____________________________ Hamilton, Bermuda March 10, 2025 We have served as the Company's auditor since 2022. F-2 Return to table of contents Report of Independent Registered Public Accounting Firm The General Partner Solasglas Investments, LP Opinion on the Financial Statements We have audited the accompanying statements of 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”). 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. Basis of Opinion These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Ernst & Young Ltd. We have served as the Partnership’s auditor since 2018. Grand Cayman, Cayman Islands March 10, 2025 F-3 Return to table of contents GREENLIGHT CAPITAL RE, LTD. CONSOLIDATED BALANCE SHEETS December 31, 2024 and 2023 (expressed in thousands of U.S. dollars, except per share and share amounts) December 31, 2024 December 31, 2023 Assets Investments Investment in related party investment fund, at fair value $ 387,144 $ 258,890 Other investments 73,160 73,293 Total investments 460,304 332,183 Cash and cash equivalents 64,685 51,082 Restricted cash and cash equivalents 584,402 604,648 Reinsurance balances receivable (net of allowance for expected credit losses of 2024: $ 1,019 and 2023: $ 854 ) 704,483 619,401 Loss and loss adjustment expenses recoverable (net of allowance for expected credit losses of 2024: $ 500 and 2023: $ 487 ) 85,790 25,687 Deferred acquisition costs 82,249 79,956 Unearned premiums ceded 29,545 17,261 Other assets 4,765 5,089 Total assets $ 2,016,223 $ 1,735,307 Liabilities and equity Liabilities Loss and loss adjustment expense reserves $ 860,969 $ 661,554 Unearned premium reserves 324,551 306,310 Reinsurance balances payable 105,892 68,983 Funds withheld 21,878 17,289 Other liabilities 6,305 11,795 Debt 60,749 73,281 Total liabilities 1,380,344 1,139,212 Commitments and Contingencies (Note 16) Shareholders' equity Preferred share capital (par value $ 0.10 ; none issued) — — Ordinary share capital (par value $ 0.10 ; issued and outstanding, 34,831,324 ) (2023: par value $ 0.10 ; issued and outstanding, 35,336,732 ) 3,483 3,534 Additional paid-in capital 481,551 484,532 Retained earnings 150,845 108,029 Total shareholders' equity 635,879 596,095 Total liabilities and equity $ 2,016,223 $ 1,735,307 The accompanying Notes to the Consolidated Financial Statements are an integral part of the Consolidated Financial Statements. F-4 Return to table of contents GREENLIGHT CAPITAL RE, LTD. CONSOLIDATED STATEMENTS OF OPERATIONS For the years ended December 31, 2024, 2023, and 2022 (expressed in thousands of U.S. dollars, except per share and share amounts) 2024 2023 2022 Revenues Gross premiums written $ 698,335 $ 636,810 $ 563,171 Gross premiums ceded ( 77,070 ) ( 42,762 ) ( 33,429 ) Net premiums written 621,265 594,048 529,742 Change in net unearned premium reserves ( 1,311 ) ( 10,901 ) ( 60,265 ) Net premiums earned 619,954 583,147 469,477 Income from investment in related party investment fund (net of related party expenses of $ 9,808 , $ 7,954 , and $ 9,674 , respectively) 33,605 28,696 54,844 Net investment income 45,954 43,408 8,350 Foreign exchange gains (losses) ( 5,606 ) 11,566 ( 5,988 ) Other income 2,119 265 — Total revenues 696,026 667,082 526,683 Expenses Net loss and loss adjustment expenses incurred 427,269 360,004 316,485 Acquisition costs 176,775 168,877 143,148 Underwriting expenses 22,857 19,587 13,813 Corporate and other expenses 16,377 23,653 17,793 Deposit interest expense 3,347 2,687 6,717 Interest expense 5,836 5,344 4,201 Total expenses 652,461 580,152 502,157 Income before income tax 43,565 86,930 24,526 Income tax recovery (expense) ( 749 ) ( 100 ) 816 Net income $ 42,816 $ 86,830 $ 25,342 Earnings per share ("EPS"): Basic $ 1.26 $ 2.55 $ 0.75 Diluted $ 1.24 $ 2.50 $ 0.73 Weighted average number of ordinary shares used in the determination of EPS: Basic 34,097,572 34,067,974 33,908,156 Diluted 34,653,453 34,797,859 39,769,790 The accompanying Notes to the Consolidated Financial Statements are an integral part of the Consolidated Financial Statements. F-5 Return to table of contents GREENLIGHT CAPITAL RE, LTD. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the years ended December 31, 2024, 2023, and 2022 (expressed in thousands of U.S. dollars) 2024 2023 2022 Ordinary share capital Balance - beginning of period $ 3,534 $ 3,482 $ 3,384 Issue of ordinary shares, net of forfeitures 4 52 99 Repurchase of ordinary shares ( 55 ) — ( 1 ) Balance - end of period 3,483 3,534 3,482 Additional paid-in capital Balance - beginning of period 484,532 478,439 481,784 Cumulative effect of adoption of accounting guidance for convertible debt at January 1, 2022 — — ( 7,896 ) Repurchase of ordinary shares ( 7,433 ) — ( 34 ) Share-based compensation expense 4,452 6,093 4,585 Balance - end of period 481,551 484,532 478,439 Retained earnings Balance - beginning of period 108,029 21,199 ( 9,505 ) Cumulative effect of adoption of accounting guidance for convertible debt at January 1, 2022 — — 5,362 Net income 42,816 86,830 25,342 Balance - end of period 150,845 108,029 21,199 Total shareholders' equity $ 635,879 $ 596,095 $ 503,120 The accompanying Notes to the Consolidated Financial Statements are an integral part of the Consolidated Financial Statements. F-6 Return to table of contents GREENLIGHT CAPITAL RE, LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS For the years ended December 31, 2024, 2023, and 2022 (expressed in thousands of U.S. dollars) 2024 2023 2022 Cash flows from operating activities Net income $ 42,816 $ 86,830 $ 25,342 Adjustments to reconcile net income or loss to net cash provided by (used in) operating activities: Income from investments in related party investment fund ( 33,605 ) ( 28,696 ) ( 54,844 ) 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 ) Net realized and unrealized losses (gains) on derivatives ( 335 ) 577 — Share-based compensation expense 4,456 6,145 4,684 Accretion of debt offering costs, net of change in interest accruals 1,220 ( 1,696 ) 79 Net change in: Reinsurance balances receivable ( 85,082 ) ( 113,845 ) ( 100,190 ) Loss and loss adjustment expenses recoverable ( 60,103 ) ( 12,449 ) ( 2,139 ) Deferred acquisition costs ( 2,293 ) 2,435 ( 19,365 ) Unearned premiums ceded ( 12,284 ) 892 ( 18,111 ) Loss and loss adjustment expense reserves 199,415 106,086 31,458 Unearned premium reserves 18,241 ( 1,510 ) 80,236 Reinsurance balances payable 36,909 ( 36,152 ) 13,911 Funds withheld 4,589 ( 4,618 ) 18,115 Other items, net ( 3,358 ) 5,511 ( 774 ) Net cash provided by (used in) operating activities 111,504 7,507 ( 31,799 ) Cash flows from investing activities Proceeds from redemptions of investment in Solasglas 34,000 78,997 125,365 Contributions to investment in Solasglas ( 128,649 ) ( 130,994 ) ( 65,127 ) Purchases of other investments ( 1,730 ) ( 7,136 ) ( 13,223 ) Proceeds on disposal of other investments 889 6,000 — Purchases of other assets ( 1,072 ) — — Net cash (used in) provided by investing activities ( 96,562 ) ( 53,133 ) 47,015 Cash flows from financing activities Proceeds from Term Loans — 75,000 — Repayment of Term Loans ( 13,752 ) ( 947 ) — Repayment of convertible senior notes payable — ( 62,147 ) — Repurchase of convertible senior notes payable — ( 17,198 ) ( 19,793 ) Repurchase of shares ( 7,488 ) — ( 35 ) Net cash used in financing activities ( 21,240 ) ( 5,292 ) ( 19,828 ) Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash ( 345 ) 100 59 Decrease in cash, cash equivalents and restricted cash ( 6,643 ) ( 50,818 ) ( 4,553 ) Cash, cash equivalents and restricted cash at beginning of the period 655,730 706,548 711,101 Cash, cash equivalents and restricted cash at end of the period $ 649,087 $ 655,730 $ 706,548 Supplementary information Interest paid in cash $ 5,190 $ 5,121 $ 4,124 Income tax paid (refund received) in cash 223 ( 1,022 ) 664 The accompanying Notes to the Consolidated Financial Statements are an integral part of the Consolidated Financial Statements. F-7 Return to table of contents GREENLIGHT CAPITAL RE, LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Years ended December 31, 2024, 2023, and 2022 1. ORGANIZATION AND BASIS OF PRESENTATION Organization Greenlight Capital Re, Ltd. (“GLRE” and, together with its wholly-owned subsidiaries, the “Company”) was incorporated as an exempted company under the Companies Law of the Cayman Islands on July 13, 2004. At December 31, 2024, the Company has the following wholly-owned subsidiaries: • Greenlight Reinsurance, Ltd. (“Greenlight Re”), domiciled in the Cayman Islands, is a Class D insurer license issued in accordance with the terms of The Insurance Act, 2010 (as amended) and underlying regulations thereto (the “Act”) and is subject to regulation by the Cayman Islands Monetary Authority (“CIMA”). Greenlight Re commenced underwriting in April 2006. • Greenlight Reinsurance Ireland, Designated Activity Company (“GRIL”), domiciled in Ireland since 2010, is authorized as a non-life reinsurance undertaking in accordance with the provisions of the European Union (Insurance and Reinsurance) Regulations 2015. GRIL provides multi-line property and casualty reinsurance capacity to the European broker market and provides GLRE with an additional platform to serve clients located in Europe and North America. • Greenlight Re Marketing (UK) Limited, domiciled in the United Kingdom (“U.K.”) since 2020, is a U.K. company formed to expand GLRE’s presence in the Lloyd’s of London market (“Lloyd’s”). • Greenlight Re Corporate Member Ltd. (“GCM”), domiciled in the U.K., is a corporate member that became a wholly-owned subsidiary of GLRE in 2023 and provides underwriting capacity for various Lloyd’s syndicates, including Greenlight Innovation Syndicate 3456 (“Syndicate 3456”). • Verdant Holding Company, Ltd., domiciled in the United States since 2008, is an investment holding company. • Viridis Re SPC, Ltd., domiciled in the Cayman Islands, is an exempted segregated portfolio company which was incorporated in the Cayman Islands in 2023 and is licensed with CIMA as a Class B(iii) general insurer. • Greenlight Re Ireland Services Limited (“GRIS”), domiciled in Ireland, is a management services company which was incorporated in 2024. Additionally, through Syndicate 3456, Greenlight Re provides a (re)insurance platform to its growing portfolio of strategic partnerships. Domiciled in the U.K. since 2022, Syndicate 3456 is authorized to underwrite under the Lloyd’s syndicate-in-a-box model. The ordinary shares of GLRE are listed on Nasdaq Global Select Market under the symbol “GLRE.” Basis of Presentation These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). 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. The following amounts in the prior period consolidated financial statements have been reclassified to conform to the presentation of the current consolidated financial statements: F-8 Return to table of contents • 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”. This resulted in no change to the previously reported total expenses or net income. • 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. Additionally, the Company has revised its reporting segments to Open Market and Innovations (see Note 17). Prior year comparatives have been recast to conform with the new reportable segments. 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. dollars. F-9 Return to table of contents 2. SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are as follows: Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates. The Company’s significant estimates include: • loss and loss adjustment expense reserves; • premiums written and earned and related premium receivable, net of expected credit losses; • reinsurance recoverable on unpaid losses and loss adjustment expenses, net of expected credit losses; and • valuation of investments, including impairments. Investments Investment in related party investment fund The Company records its investment in the related party investment fund based on fair value using the net asset value practical expedient, with the Company’s share of the fund’s net income (loss) reported as “ Income (loss) from investment in related party investment fund ” in the consolidated statements of operations. Other investments The Company’s other investments include short-term investments and private investments and unlisted equity securities without readily determinable fair values. Short-term investments are measured at amortized cost, which approximates fair value. These include certificate of deposit and other financial instruments with original maturities greater than three months but less than one year. The Company measures its private investments and unlisted equity securities without readily determinable fair values at cost less impairment (if any), plus or minus observable price changes from identical or similar investments of the same issuers (the “measurement alternative”), with such changes recognized in “ Net investment income (loss) ” in the consolidated statements of operations. The Company considers the need for impairment on a by-investment basis based on certain indicators. Under the measurement alternative, the Company makes two types of valuation adjustments: • When the Company observes an orderly transaction of an investee’s identical or similar equity securities, the Company adjusts the carrying value based on the observable price as of the transaction date. Once the Company records such an adjustment, the investment is considered an “asset measured at fair value on a nonrecurring basis.” • If the Company determines that the investment is impaired and the fair value is less than its carrying value, it writes down the investment to its fair value. Once the Company records such an adjustment, the investment is considered an “asset measured at fair value on a nonrecurring basis.” Cash and Cash Equivalents Cash and cash equivalents consist of cash and short-term, highly liquid investments with original maturity dates of three months or less. Restricted cash and cash equivalents are presented separately in the consolidated balance sheets. Premium Revenue Recognition The Company writes excess of loss contracts and quota share contracts and estimates the ultimate premiums for the contract period. The Company bases these estimates on actuarial pricing models and information received from ceding companies. For excess of loss contracts, the Company writes the total ultimate estimated premiums at the contract’s inception. For quota share contracts, the Company writes premiums in the same periods in which the underlying insurance contracts are written, based on cession statements from cedents. The Company typically receives these statements monthly or quarterly, depending on the terms specified in each contract. For any reporting lag, the Company estimates premiums written based on the portion of the estimated ultimate premiums relating to the risks bound during the lag period. F-10 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. Premiums are recognized on an annual basis for multi-year contracts where the cedants have the ability to unilaterally commute or cancel coverage within the term of the contract. Management regularly reviews premium estimates. Such review includes the Company’s experience with the ceding companies, managing general underwriters, familiarity with each market, the timing of the reported information, a comparison of reported premiums to expected ultimate premiums, along with a review of the aging and collection of premiums. Management evaluates the appropriateness of the premium estimates on the basis of these reviews and records any adjustments to these estimates in the period in which they are determined. Changes in premium estimates, including premium receivable on both excess of loss and quota share contracts, are not unusual and may result in significant adjustments in any period. A portion of amounts included in “ Reinsurance balances receivable ” in the consolidated balance sheets represent estimated premiums written, net of commissions and brokerage, that are not currently due based on the terms of the underlying contracts. Additional premiums due on a contract with no remaining coverage period are earned in full when written. Certain contracts allow for reinstatement premiums in the event of a loss. Reinstatement premiums are written and earned when a triggering loss event occurs, based on management’s estimates of the ultimate reinstatement premiums. These estimates are subsequently adjusted when the actual reinstatement premiums are known. 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. Reinsurance Premiums Ceded The Company reduces the risk of future losses on business assumed by reinsuring certain risks and exposures with other reinsurers (referred to as “retrocessionaires”). The Company remains liable to the extent that any retrocessionaire fails to meet its obligations and to the extent the Company does not hold sufficient security for its unpaid obligations. Ceded premiums are written during the period in which the risks incept and the associated expense is recognized over the contract period in proportion to the protection provided. Unearned premiums ceded represent the unexpired portion of reinsurance obtained. Acquisition Costs Policy acquisition costs vary with, and are directly related to, the successful production of new and renewal business and consist principally of commissions, taxes, and brokerage expenses. The Company presents acquisition costs incurred on reinsurance assumed net of commissions earned on reinsurance ceded. However, if the sum of a contract’s expected losses and loss expenses and deferred acquisition costs exceeds associated unearned premiums and expected investment income, a premium deficiency is determined to exist. In this event, the Company writes off deferred acquisition costs to the extent necessary to eliminate the premium deficiency. If the premium deficiency exceeds deferred acquisition costs, the Company accrues a liability for the deficiency. The Company did not recognize any premium deficiency adjustments 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. Loss and Loss Adjustment Expense Reserves and Recoverable 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; and ● 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. The analysis includes assessing currently available data, predictions of future developments, estimates of future trends, and other factors. These estimates are reviewed by the Company’s reserving committee at least quarterly and adjusted as necessary. F-11 Return to table of contents The final settlement of losses may vary, perhaps materially, from the reserves recorded. The Company recognizes all adjustments to the estimates in the period they are determined. U.S. GAAP does not permit establishing loss reserves, which include case reserves and IBNR loss reserves, until the occurrence of an event that may give rise to a claim. As a result, only loss reserves applicable to losses incurred up to the reporting date are established. There is no allowance for the establishment of loss reserves to account for expected future loss events, 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. Ceded IBNR recoverable amounts are estimated based on the Company’s actuarial estimates. These estimates are reviewed periodically and adjusted when deemed necessary. The Company may be unable to recover the loss and LAE recoverable amounts due as a result of the retrocessionaires’ inability to pay. The Company regularly evaluates the financial condition of its retrocessionaires and calculates an allowance for expected credit losses (see “Reinsurance Assets ” below). For losses stemming from exposure to natural perils, loss reserves are generally established based on loss payments and case reserves reported by clients when, and if, received. Estimates for IBNR losses are added to the case reserves as the Company deems appropriate. 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; (ii) the underwriter’s detailed knowledge of the cedent, its operations and future business plans; and (iii) the professional judgment and recommendation of the Chief Actuary. In the pricing analysis, the Company utilizes information from the client and industry data. This information typically includes, but is not limited to, data related to premiums, losses, exposure, business mix, industry performance, and associated trends covering as much history as deemed appropriate. The level of detail within the data obtained varies greatly depending on the underlying contract, line of business, client, and coverage provided. In all cases, the Company requests each client to provide data for each reporting period, which, depending on the contract, could be on a monthly or quarterly basis. The terms and conditions of each contract specify the data reporting requirements. Generally, the Company obtains regular updates of premium and loss-related information for the current and historical periods and utilizes them to update the initially expected loss ratio. There may be a lag between (i) claims being reported by the underlying insured to the Company’s cedent and (ii) claims being reported by the Company’s cedent to the Company. This lag may impact the Company’s loss reserve estimates. Client reports have pre-determined due dates (for example, fifteen days after each month-end). The timing of the reporting requirements is designed so that the Company receives premium and loss information as soon as practicable once the client has closed its books. Accordingly, there should be a short lag in such reporting. Additionally, most contracts that have the potential for large single-event losses have provisions that such loss notifications are provided to the Company immediately upon the occurrence of an event. Once the updated information is received, the Company uses various standard actuarial methods for its quarterly analysis. Such methods typically include the following: • Paid loss development method: Ultimate losses are estimated by calculating past paid loss development factors and applying them to exposure periods with further expected paid loss development. This method assumes that losses are paid in a consistent pattern. It provides an objective test of reported loss projections because paid losses contain no reserve estimates. • Reported loss development method: Ultimate losses are estimated by calculating past reported loss development factors and applying them to exposure periods with further expected reported loss development. This method incorporates changes in payments and case reserves. • Expected loss ratio method: Ultimate losses are estimated by multiplying earned premiums by an expected loss ratio. The expected loss ratio is often determined using industry data, historical company data, past pricing or reserving analysis performed, and actuarial judgment. This method is typically used for lines of business and contracts where there are no (or insignificant) historical losses or where past loss experience is not considered applicable to the current period. • Bornhuetter-Ferguson paid loss method: Ultimate losses are estimated by modifying expected loss ratios to the extent losses paid to date differ from what would have been expected based upon the selected paid loss development pattern. F-12 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. • Bornhuetter-Ferguson reported loss method: Ultimate losses are estimated by modifying expected loss ratios to the extent losses reported to date differ from what would have been expected based upon the selected reported loss development pattern. This method avoids some distortions that could result from a large development factor being applied to a small base of reported losses to calculate ultimate losses. • Frequency / Severity method: Ultimate losses are estimated by multiplying the ultimate number of claims (i.e., the frequency multiplied by the exposure base) by the estimated average cost per claim (i.e., the severity). This approach enables trends and patterns in the rates of claims emergence (i.e., reporting) and settlement (i.e., closure) and the average cost of claims to be analyzed separately. In addition, the Company may supplement its analysis with other reserving methodologies that it deems relevant to specific contracts. For each contract, the Company utilizes reserving methodologies it considers appropriate to calculate a best estimate of reserves. Whether the Company uses a single methodology or a combination depends upon the portfolio segment being analyzed and the actuary’s judgment. The Company’s reserving methodology does not require a fixed weighting of the various methods used. Certain methods are considered more appropriate than others depending on the type, structure, age, maturity, and duration of the expected losses on the contract. For example, the Bornhuetter-Ferguson reported loss method might be more appropriate than a paid loss development method for relatively new contracts that have experienced little paid loss development. The Company’s gross aggregate reserves are the sum of the best estimate reserves of all portfolio exposures. Generally, IBNR loss reserves are calculated by estimating the ultimate incurred losses and subtracting cumulative paid claims and case reserves. Each quarter, the Company’s Reserving Committee, led by the Chief Actuary, meets to assess the adequacy of our loss reserves based on the reserve analysis and recommendations prepared by the Company’s reserving department. The Company does not typically experience material claims processing backlogs, although such backlogs may occur following a major catastrophic event. At December 31, 2024, and 2023, the Company did not have a material backlog in its claims processing. The Company did not make any significant changes to the actuarial methodology or assumptions relating to its loss and LAE reserves for the years presented in the consolidated financial statements. Reinsurance Assets The Company calculates an allowance for expected credit losses for its reinsurance balances receivable and loss and LAE recoverable by applying a Probability of Default (“PD”) / Loss Given Default (“LGD”) model. The PD / LGD approach considers the Company’s collectibility history on its reinsurance assets and representative external loss history. In calculating the probability of default, the Company also considers the estimated duration of its reinsurance assets. The Company evaluates each counterparty’s creditworthiness based on credit ratings that independent agencies assign to the counterparty. The Company manages its credit risk in its reinsurance assets by transacting only with insurers and reinsurers that it considers financially sound. Credit ratings of the counterparties are forward-looking and consider various economic scenarios. The Company's evaluation of the required allowance for reinsurance balances receivable and loss and LAE recoverable considers the current economic environment as well as potential macroeconomic developments. For its retrocessional counterparties that are unrated, the Company may hold collateral in the form of funds withheld, trust accounts, or irrevocable letters of credit. In evaluating credit risk associated with reinsurance balances receivable, the Company considers its right to offset loss obligations against premiums receivable. The Company regularly evaluates its net credit exposure to assess the ability of cedents and retrocessionaires to honor their respective obligations. F-13 Return to table of contents Deposit Assets and Liabilities The Company applies deposit accounting to reinsurance contracts that do not transfer sufficient insurance risk to merit reinsurance accounting. Under deposit accounting, the Company recognizes an asset or liability based on its paid or received consideration. The deposit asset or liability balance is subsequently adjusted using the interest method with the corresponding income and expense recorded in the Company’s consolidated statements of operations under “ 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. 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). Net investment income (loss) The Company records interest income and interest expense on an accrual basis. Any realized and unrealized gains or losses from other investments are determined on the basis of the specific identification method (by reference to cost or amortized cost, as appropriate). Additionally, net investment income (loss) includes realized and unrealized gains (losses) on derivative instruments. In connection with the Company’s participation interest in Lloyd’s syndicates, the Lloyd’s syndicates invest a portion of the premiums withheld in investment funds and fixed-maturity securities. The Company records its share of income (or 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 The Company recognizes share-based compensation costs based on the fair value at the award’s grant date. The Company measures compensation for restricted shares and restricted stock units (“RSUs”) based on the price of the Company’s common shares at the grant date. For restricted shares and RSUs with service and performance vesting conditions, the expense is recognized based on management’s estimate of the probability of the performance conditions being achieved based on historical results and expectations of future results. If the Company expects to meet the performance conditions, it attributes the expense to the period the requisite service is rendered. For restricted shares and RSUs with only service vesting conditions, the Company recognizes the associated expense on a straight-line basis over the vesting period, net of any estimated or expected forfeitures. The forfeiture rate is estimated based on the Company’s historical actual forfeitures relating to restricted shares and RSUs granted to employees. The forfeiture rate is reviewed annually and adjusted as necessary. The Company applies no forfeiture rate to restricted shares granted to directors, which vest over a maximum twelve-month period. Determining the fair value of share purchase options at the grant date requires significant estimation and judgment. The Company uses the Black-Scholes option-pricing model to assist in the calculation of fair value for share purchase options. The model requires estimating various inputs such as the 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. Foreign Exchange The reporting and functional currency of the Company and all its significant subsidiaries is the U.S. dollar. The Company records foreign currency transactions at the exchange rates in effect on the transaction date. Monetary assets and liabilities in foreign currencies are converted at the exchange rate in effect at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are carried at their historical exchange rates. Derivative instruments The Company recognizes derivative financial instruments in the consolidated balance sheets at their fair values. The Company’s derivatives do not qualify as hedges for financial reporting purposes. The Company records the associated assets and liabilities in its consolidated balance sheets on a gross basis. The Company does not offset these balances against collateral pledged or received. F-14 Return to table of contents Other Assets 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 The Company’s other liabilities consist primarily of accruals for legal and other professional fees, employee bonuses and severances, taxes payable, derivative liabilities, and lease liabilities. Comprehensive Income (Loss) The Company has no comprehensive income or loss other than the net income or loss disclosed in the consolidated statements of operations. Earnings (Loss) Per Share The Company has issued unvested restricted stock awards, some of which contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid. These awards are considered “participating securities” for the purposes of calculating earnings (loss) per share. Basic earnings per share is calculated on the basis of the weighted average number of ordinary shares and participating securities outstanding during the period. Diluted earnings (or loss) per share includes the dilutive effect, if any, of the following: • RSUs issued that convert to ordinary shares upon vesting; • Unvested restricted share awards which are not considered “participating securities”; • Additional potential ordinary shares issuable when in-the-money stock options are exercised, determined using the treasury stock method; and • Effective January 1, 2022, the dilutive effect of the convertible notes calculated using the if-converted method. Under the if-converted method, the convertible notes are assumed to be converted at the beginning of the period. The resulting common shares are included in the denominator of the diluted net income per common share calculation. Interest expense related to the convertible notes incurred in the period is added back to the numerator for purposes of the if-converted calculation. Diluted earnings (or loss) per share contemplates a conversion to ordinary shares of all convertible instruments only if they are dilutive. In the event of a net loss, all RSUs, stock options, shares potentially issuable in connection with convertible notes, and participating securities are excluded from the calculation of both basic and diluted loss per share as their inclusion would be anti-dilutive. Taxation The Company records current and deferred income taxes based on enacted tax laws and rates applicable in the relevant jurisdiction in the period in which the tax becomes accruable or realizable. Deferred income taxes are provided for all temporary differences between the bases of assets and liabilities reported in the consolidated balance sheets and those reported in the various jurisdictional tax returns. The Company records a valuation allowance to the extent that the Company considers it more likely than not that all or a portion of the deferred tax asset will not be realized in the future. 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. Recent Accounting Pronouncements Recently Issued Accounting Standards Adopted On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures . The new ASU requires incremental disclosures related to a public entity’s reportable segments but does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments. The Company adopted this new ASU for its year ended December 31, 2024 (see Note 17). F-15 Return to table of contents Recently Issued Accounting Standards Not Yet Adopted In December 2023, FASB issued ASU 2023-09, Income Taxes Topic (740) - Improvements to Income Tax Disclosures . 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. 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. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). 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. cost of sales, general and administrative expenses, and research and development. 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. Early adoption is permitted. The Company is currently evaluating the disclosure impact of the above new ASUs. F-16 Return to table of contents 3. INVESTMENT IN RELATED PARTY INVESTMENT FUND 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”). 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. Solasglas has entered into a Solasglas investment advisory agreement (“IAA”) with DME Advisors. 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”). The Company has concluded that Solasglas qualifies as a variable interest entity (“VIE”) under U.S. GAAP. In assessing its interest in Solasglas, the Company noted the following: • DME II serves as Solasglas’ general partner and has the power to appoint the investment manager. The Company does not have the power to appoint, change or replace the investment manager or the general partner except “for cause.” Neither of the GLRE Limited Partners can participate in the investment decisions of 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. • 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. Therefore DME II is Solasglas’ primary beneficiary. The Company presents its investment in Solasglas in its consolidated balance sheets in the caption “Investment in related party investment fund.” The Company’s maximum exposure to loss relating to Solasglas is limited to GLRE’s share of Partners’ capital in Solasglas. 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: 72.7 %) of Solasglas’ total capital. DME II held the remaining 22.1 % (December 31, 2023: 27.3 %) of Solasglas’ total capital. The investment in Solasglas is recorded at the GLRE Limited Partners’ share of Solasglas’ capital as reported by Solasglas’ third-party administrator. The GLRE Limited Partners can redeem their investment from Solasglas for operational purposes by providing 3 business days’ notice to DME II. 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. 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. At December 31, 2024, the Company’s investment in Solasglas represented 60.9 % (December 31, 2023: 43.4 %) of total shareholders’ equity. 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. Accordingly, the audited financial statements for Solasglas have been attached as an exhibit (Exhibit 99.1) to this Form 10-K. The summarized financial statements of Solasglas are presented below. F-17 Return to table of contents Summarized Statements of Financial Condition of Solasglas Investments, LP December 31, 2024 December 31, 2023 Assets Investments, at fair value $ 504,828 $ 453,358 Derivative contracts, at fair value 8,925 11,167 Due from brokers 188,296 121,754 Cash and cash equivalents 40,354 — Interest and dividends receivable 1,536 1,143 Total assets 743,939 587,422 Liabilities and partners’ capital Liabilities Investments sold short, at fair value ( 234,977 ) ( 197,571 ) Derivative contracts, at fair value ( 4,452 ) ( 12,917 ) Due to brokers — ( 17,398 ) Capital withdrawals payable ( 4,000 ) ( 1,000 ) Interest and dividends payable ( 3,218 ) ( 2,315 ) Accrued expenses and other liabilities ( 180 ) ( 247 ) Total liabilities ( 246,827 ) ( 231,448 ) Partners' capital $ 497,112 $ 355,974 GLRE’s share of Partners' capital $ 387,144 $ 258,890 F-18 Return to table of contents Summarized Statements of Operations of Solasglas Investments, LP Year ended December 31, 2024 2023 2022 Investment income Dividend income (net of withholding taxes) $ 3,108 $ 1,869 $ 1,586 Interest income 14,103 9,211 2,390 Total Investment income 17,211 11,080 3,976 Expenses Management fee ( 6,074 ) ( 4,766 ) ( 3,580 ) Interest ( 4,365 ) ( 6,969 ) ( 1,950 ) Dividends ( 4,593 ) ( 2,802 ) ( 1,374 ) Research and operating ( 1,568 ) ( 1,750 ) ( 988 ) Total expenses ( 16,600 ) ( 16,287 ) ( 7,892 ) Net investment income (loss) 611 ( 5,207 ) ( 3,916 ) Realized and change in unrealized gains (losses) Net realized gain (loss) 97,865 ( 1,394 ) 75,172 Net change in unrealized appreciation (depreciation) ( 46,316 ) 55,279 11,886 Net gain on investment transactions 51,549 53,885 87,058 Net increase in Partners' capital (1) $ 52,160 $ 48,678 $ 83,142 GLRE’s share of the increase in Partners' capital $ 33,605 $ 28,696 $ 54,844 1 The net increase in Partners’ capital is net of management fees and performance allocation presented below: Year ended December 31, 2024 2023 2022 Management fees $ 6,074 $ 4,766 $ 3,580 Performance allocation 3,734 3,188 6,094 Total $ 9,808 $ 7,954 $ 9,674 See Note 15 for further details on management fees and performance allocation. 4. OTHER INVESTMENTS Portfolio The Company’s other investments consist of: • 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: Cost Unrealized gains Unrealized losses Accrued interest Fair value / carrying value Private investments and unlisted equities $ 28,111 $ 51,076 $ ( 7,320 ) $ — $ 71,867 Debt and convertible debt securities 2,713 — ( 1,510 ) 90 1,293 Total other investments $ 30,824 $ 51,076 $ ( 8,830 ) $ 90 $ 73,160 F-19 Return to table of contents At December 31, 2023, the breakdown of the Company’s other investments was as follows: Cost Unrealized gains Unrealized 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 Total other investments $ 30,969 $ 49,424 $ ( 7,236 ) $ 136 $ 73,293 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 Carrying value (1) $ 71,867 $ 71,157 $ 62,433 Upward carrying value changes (2) $ 2,908 $ 7,262 $ 11,277 Downward carrying value changes and impairment (3) $ ( 3,311 ) $ ( 5,003 ) $ ( 1,073 ) (1) The period-end carrying values reflect cumulative purchases and sales in addition to upward and downward carrying value changes. (2) The cumulative upward carrying value changes from inception to December 31, 2024, totaled $ 53.5 million. (3) The cumulative downward carrying value changes and impairments from inception to December 31, 2024, totaled $ 9.7 million. Net investment income The following table summarizes the change in unrealized gains (losses) and the realized gains (losses) for the Company’s other investments, which are included in “ Net investment income ” in the consolidated statements of operations (see Note 13): Year ended December 31, 2024 2023 2022 Gross realized gains $ 346 $ 7 $ — Gross realized losses ( 1,332 ) ( 811 ) — Net realized gains (losses) $ ( 986 ) $ ( 804 ) $ — Change in unrealized gains 68 2,542 9,858 Net realized and unrealized gains (losses) on other investments $ ( 918 ) $ 1,738 $ 9,858 5. 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: December 31, 2024 December 31, 2023 Restricted cash and cash equivalents: Cash securing trust accounts $ 256,796 $ 300,152 Cash securing letters of credit issued 312,855 291,456 Cash securing Loan Facility 10,000 10,000 Other 4,751 3,040 Total restricted cash and cash equivalents 584,402 604,648 Cash and cash equivalents 64,685 51,082 Total cash, cash equivalents, and restricted cash $ 649,087 $ 655,730 F-20 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. Additionally, the Company has provided cash collateral for the Loan Facility (see Note 9). 6. FAIR VALUE MEASUREMENTS Fair Value Hierarchy The fair value of a financial instrument is the amount that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants. Assets and liabilities measured at fair value are categorized based on the extent to which the inputs are observable in the market. The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows: • Level 1 : Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access. • Level 2 : Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data. • Level 3 : Unobservable inputs supported by little or no market activity and significant to the fair value of the assets and liabilities. The term “unobservable inputs” includes certain pricing models, discounted cash flow methodologies, and similar techniques. There have been no material change in the Company’s valuation techniques, nor have there been any transfers between Level 1 and Level 2, or Level 2 and Level 3 for the years presented in these consolidated financial statements. Assets measured at fair value on a nonrecurring basis At December 31, 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: $ 9.9 million) of private investments and unlisted equities measured at cost. The Company classifies these investments as Level 3 within the fair value hierarchy. The following table summarizes the periods between the most recent fair value measurement dates and December 31, 2024, for the private and unlisted equities measured at fair value on a nonrecurring basis: Less than 6 months 6 to 12 months Over 1 year Total Fair values measured on a nonrecurring basis $ 14,083 $ 1,423 $ 47,858 $ 63,364 Assets measured at fair value on a recurring basis Derivative financial instruments The Company uses interest rate swaps in connection with its risk management activities to hedge 50% of the interest rate risk relating to the outstanding Term Loans (see Note 9). The interest rate swaps are carried at fair value and are determined using a market approach valuation technique based on significant observable market inputs from third-party pricing vendors. 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. GAAP. 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. 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. The derivative liability is included in “ Other liabilities ” in the consolidated balance sheets. F-21 Return to table of contents Financial Instruments Disclosed, But Not Carried, at Fair Value 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. The Company classifies these financial instruments as Level 2 within the fair value hierarchy. 7. LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES The Company’s loss and LAE reserves were composed of the following: December 31, 2024 December 31, 2023 Case reserves $ 230,633 $ 189,050 IBNR 630,336 472,504 Total $ 860,969 $ 661,554 Reserve Roll-forward The following provides a reconciliation of the Company’s beginning and ending gross and net reserves for loss and LAE: Year ended December 31, 2024 2023 2022 Gross balance at January 1 $ 661,554 $ 555,468 $ 524,010 Less: Losses recoverable ( 25,687 ) ( 13,239 ) ( 11,100 ) Net balance at January 1 635,867 542,229 512,910 Incurred losses related to: Current year 406,465 348,798 316,367 Prior years 20,804 11,206 118 Total incurred 427,269 360,004 316,485 Paid losses related to: Current year ( 63,448 ) ( 75,678 ) ( 78,517 ) Prior years ( 218,973 ) ( 198,613 ) ( 198,897 ) Total paid ( 282,421 ) ( 274,291 ) ( 277,414 ) Foreign exchange and translation adjustment ( 5,536 ) 7,926 ( 9,752 ) Net balance at December 31 775,179 635,867 542,229 Add: Losses recoverable (see Note 8) 85,790 25,687 13,239 Gross balance at December 31 $ 860,969 $ 661,554 $ 555,468 Estimates for Catastrophe Events 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”). 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. 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. This in-depth analysis may rely on several sources of information including: • catastrophe bulletins published by various independent statistical reporting agencies; • estimates of the size of insured industry losses from the CAT event and the Company’s corresponding market share; • a review of the Company’s reinsurance contracts to identify those contracts which may be exposed to the CAT event; • a review of modeled loss estimates based on information previously reported by customers and brokers, including exposure data obtained during the underwriting process; • discussions of the impact of the event with customers and brokers; and • a review of the coverage provided by the Company’s retrocession contracts (ceded reinsurance). F-22 Return to table of contents 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. The magnitude and volume of losses arising from CAT events is inherently uncertain. Adjustments are recorded in the period in which they are identified. Accordingly, actual losses for CAT events may ultimately differ materially from the Company’s current estimates. CAT events in 2024 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. (the “U.S. tornados”) and various marine, energy and aviation related events. CAT events in 2023 During the year ended December 31, 2023, the Company incurred net CAT losses of $ 28.8 million driven mainly by the U.S. tornados and a Mexican state-owned oil platform fire loss. CAT events in 2022 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 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. The following table presents net prior year reserve development by segment and consolidated: Favorable (Adverse) Open Market Innovations Total Segments Corporate Total Consolidated Year ended December 31, 2024 $ ( 14,944 ) $ 296 $ ( 14,648 ) $ ( 6,156 ) $ ( 20,804 ) Year ended December 31, 2023 $ ( 3,586 ) $ ( 430 ) $ ( 4,016 ) $ ( 7,190 ) $ ( 11,206 ) Year ended December 31, 2022 $ 3,487 $ ( 2,669 ) $ 818 $ ( 936 ) $ ( 118 ) Open Market Segment : • 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. Additionally, the Company had reserve strengthening on the casualty line (various underwriting years) due to current economic and social inflation trends. This was partially offset by $ 3.4 million of favorable reserve development predominantly on financial and specialty lines (various underwriting years). • 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). 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). • 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. 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. F-23 Return to table of contents Innovations Segment : • 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. • 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. 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. • The net adverse reserve development in 2022 was composed of $ 2.9 million of reserve strengthening predominantly on the health line (2020 underwriting year). The adverse development was offset partially by $ 0.2 million of favorable reserve development on the multiline business. Corporate - Runoff Business: 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. tornados (2021-2023 underwriting years) and Winter Storm Elliott (2022 underwriting year). The adverse prior year reserve development for the three years presented in the above table relate to these CAT events. Net Incurred and Paid Claims Development Tables by Accident Year 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. 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). The Company does not discount reserves for losses and LAE. For incurred and paid claims denominated in currencies other than U.S. dollars, the tables are presented using the foreign exchange rate in effect at the current year-end date. As a result, all prior year information has been restated to reflect December 31, 2024, foreign exchange rates. This treatment prevents changes in foreign currency exchange rates from distorting the claims development between the years presented. 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. Claims reported by the ceding insurer to the Company may have the covered losses occurring in an accident year other than the treaty year. Some incurred and paid claims have been allocated to the accident years for the loss development tables based on the proportion of premiums earned for each contract during such accident year. The totals in the tables below may not sum due to rounding. F-24 Return to table of contents Open Market Segment Open Market - Casualty Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 $ 42,514 $ 42,747 $ 47,000 $ 49,032 $ 50,051 $ 49,496 $ 52,618 $ 54,660 $ 53,820 $ 55,102 $ 4,585 2016 61,604 68,329 73,389 73,678 73,585 78,598 82,464 86,665 91,068 12,775 2017 65,586 73,347 73,586 75,163 81,209 84,804 91,376 97,122 18,159 2018 39,089 39,790 40,253 42,099 42,717 46,338 50,274 9,351 2019 35,774 36,379 36,888 37,100 39,483 39,890 7,282 2020 52,652 49,098 50,963 54,239 55,591 11,087 2021 71,345 69,504 73,592 73,950 12,598 2022 54,332 53,442 50,206 24,982 2023 47,830 47,424 39,060 2024 55,246 52,793 Total $ 615,873 $ 192,673 Open Market - Casualty Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 $ 1,610 $ 5,832 $ 15,156 $ 22,460 $ 27,112 $ 36,833 $ 41,694 $ 45,429 $ 47,980 $ 50,517 2016 3,182 11,919 23,753 34,387 46,829 54,693 64,701 71,084 78,293 2017 5,355 16,115 25,962 38,919 50,029 60,701 69,392 78,963 2018 4,990 12,534 19,245 26,479 30,467 35,139 40,923 2019 6,235 15,319 21,671 25,516 29,193 32,608 2020 11,443 24,107 33,374 40,088 44,504 2021 23,210 43,059 54,644 61,352 2022 9,258 17,623 25,224 2023 2,845 8,364 2024 2,453 Total 423,200 All outstanding liabilities before 2015, net of reinsurance 1,488 Liabilities for claims and claims adjustment expenses, net of reinsurance (Casualty) $ 194,161 Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 11.8 % 16.9 % 14.5 % 11.8 % 12.0 % 13.2 % 7.0 % 4.2 % 3.2 % 5.4 % F-25 Return to table of contents Open Market - Financial Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — 2016 1,861 1,861 580 872 824 501 490 488 486 79 2017 7,779 3,726 3,944 6,477 5,021 5,006 4,811 4,614 309 2018 4,110 4,474 6,864 5,047 5,318 5,203 4,794 765 2019 9,922 13,427 11,608 9,400 9,093 8,495 1,877 2020 20,687 20,479 19,515 19,422 20,070 6,571 2021 17,836 15,733 13,479 13,529 5,904 2022 21,311 19,803 20,184 12,274 2023 18,790 16,179 12,649 2024 21,500 19,555 Total $ 109,851 $ 59,984 Open Market - Financial Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — 2016 5 23 322 576 412 405 407 406 406 2017 100 1,830 3,339 4,278 4,283 4,413 4,413 4,305 2018 665 4,005 3,825 3,957 4,354 4,353 4,029 2019 3,063 4,282 5,233 6,775 6,948 6,618 2020 2,811 5,310 9,492 11,277 13,498 2021 500 2,184 5,086 7,625 2022 — 4,502 7,910 2023 1,978 3,531 2024 1,945 Total 49,867 All outstanding liabilities before 2015, net of reinsurance — Liabilities for claims and claims adjustment expenses, net of reinsurance (Financial) $ 59,984 Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 20.3 % 33.6 % 25.4 % 14.4 % 6.3 % — % — % — % — % — % F-26 Return to table of contents Open Market - Health Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 $ 29,465 $ 28,899 $ 29,009 $ 28,763 $ 28,714 $ 28,713 $ 28,713 $ 28,713 $ 28,684 $ 28,684 $ — 2016 13,269 14,943 14,846 14,571 14,546 14,546 14,546 14,529 14,529 — 2017 9,621 11,580 11,847 11,606 11,696 11,696 11,685 11,685 — 2018 22,375 24,494 24,186 23,522 23,522 23,498 23,498 — 2019 23,647 24,224 24,012 24,018 23,773 23,763 5 2020 27,385 27,386 27,309 26,830 26,820 10 2021 19,765 20,103 19,669 19,623 11 2022 4,064 3,650 3,558 16 2023 123 10 10 2024 161 161 Total $ 152,332 $ 213 Open Market - Health Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 $ 14,187 $ 28,657 $ 28,754 $ 28,702 $ 28,684 $ 28,684 $ 28,684 $ 28,684 $ 28,684 $ 28,684 2016 9,282 14,787 14,831 14,529 14,529 14,529 14,529 14,529 14,529 2017 6,494 11,002 11,541 11,541 11,691 11,691 11,685 11,685 2018 13,079 23,220 24,063 23,506 23,506 23,498 23,498 2019 10,698 23,378 23,762 23,762 23,758 23,758 2020 14,536 26,809 26,814 26,810 26,810 2021 13,186 19,595 19,615 19,611 2022 3,003 3,546 3,542 2023 — — 2024 — Total 152,119 All outstanding liabilities before 2015, net of reinsurance — Liabilities for claims and claims adjustment expenses, net of reinsurance (Motor Casualty) $ 213 Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 57.3 % 41.4 % 1.3 % — % — % — % — % — % — % — % F-27 Return to table of contents Open Market - Multiline Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 $ 162,948 $ 165,776 $ 168,369 $ 172,465 $ 173,734 $ 173,455 $ 172,075 $ 171,782 $ 172,072 $ 171,691 $ 1,582 2016 240,527 250,969 256,726 262,994 261,015 256,839 257,806 257,887 257,690 303 2017 301,673 300,557 311,730 318,398 306,666 303,381 301,899 302,370 2,513 2018 256,451 268,497 265,995 259,005 258,095 253,301 253,462 1,431 2019 255,787 272,529 284,399 285,292 280,551 277,254 1,445 2020 155,262 163,047 160,017 159,497 158,913 5,000 2021 187,356 176,868 187,812 199,153 6,395 2022 152,106 148,280 144,962 18,206 2023 124,313 122,173 72,943 2024 115,211 103,151 Total $ 2,002,879 $ 212,970 Open Market - Multiline Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 $ 95,129 $ 155,609 $ 166,040 $ 169,229 $ 169,481 $ 168,910 $ 168,948 $ 169,386 $ 169,599 $ 170,109 2016 128,360 219,642 241,269 256,237 253,883 254,601 256,902 257,079 257,388 2017 162,142 260,211 290,161 292,363 294,886 296,902 297,633 299,857 2018 135,443 236,493 243,307 245,639 247,866 249,905 252,031 2019 141,012 242,202 264,221 271,534 274,065 275,809 2020 64,201 129,462 144,893 151,575 153,913 2021 83,913 145,076 175,632 192,757 2022 42,560 84,962 126,756 2023 18,593 49,229 2024 12,060 Total 1,789,909 All outstanding liabilities before 2015, net of reinsurance 51 Liabilities for claims and claims adjustment expenses, net of reinsurance (Multiline) $ 213,021 Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 47.2 % 37.2 % 9.8 % 3.6 % 0.8 % 0.6 % 0.5 % 0.2 % — % 0.1 % F-28 Return to table of contents Open Market - Property Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 $ 29,245 $ 33,473 $ 34,145 $ 31,310 $ 31,066 $ 30,326 $ 30,200 $ 30,244 $ 30,239 $ 30,255 $ 184 2016 27,308 27,713 24,044 23,346 23,089 22,917 22,972 22,881 22,883 33 2017 80,591 75,833 66,718 67,176 66,987 66,355 66,109 65,911 792 2018 27,890 24,391 24,765 24,119 23,511 23,059 22,932 2,259 2019 27,603 14,816 14,297 12,470 12,684 12,583 1,325 2020 28,697 24,784 21,661 21,168 21,002 3,109 2021 20,909 15,632 14,393 13,864 3,170 2022 20,963 14,962 14,494 4,626 2023 13,145 14,342 7,799 2024 30,611 28,685 Total $ 248,877 $ 51,982 Open Market - Property Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 $ 12,883 $ 25,262 $ 28,635 $ 29,603 $ 29,808 $ 29,910 $ 29,932 $ 30,025 $ 30,027 $ 30,071 2016 9,930 18,133 20,946 21,935 22,281 22,614 22,705 22,764 22,850 2017 43,243 55,151 62,281 63,427 64,584 64,666 65,048 65,119 2018 5,137 15,310 17,992 18,703 19,706 20,746 20,673 2019 4,045 6,905 8,287 9,763 11,088 11,258 2020 5,851 11,133 15,062 16,793 17,893 2021 2,289 6,597 9,245 10,693 2022 3,196 7,605 9,867 2023 3,377 6,543 2024 1,926 Total 196,895 All outstanding liabilities before 2015, net of reinsurance 172 Liabilities for claims and claims adjustment expenses, net of reinsurance (Property) $ 52,154 Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 49.3 % 33.2 % 8.5 % 3.5 % 2.8 % 1.4 % 0.8 % 0.2 % 0.2 % 0.1 % F-29 Return to table of contents Open Market - Specialty Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 $ 308 $ 282 $ 308 $ 277 $ 185 $ 185 $ 185 $ 185 $ 185 $ 185 $ — 2016 — — — — — — — — — — 2017 4,146 3,582 3,537 3,672 3,046 2,860 2,568 2,551 41 2018 3,459 3,809 4,100 3,640 3,690 3,559 3,488 79 2019 9,002 8,650 7,948 8,283 8,670 8,705 292 2020 25,557 20,671 22,675 21,223 21,319 2,362 2021 30,411 31,810 28,260 34,024 16,464 2022 35,997 33,417 43,110 29,404 2023 56,455 42,575 28,101 2024 104,266 94,912 Total $ 260,223 $ 171,653 Open Market - Specialty Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 $ 57 $ 174 $ 185 $ 185 $ 185 $ 185 $ 185 $ 185 $ 185 $ 185 2016 — — — — — — — — — 2017 68 889 1,543 2,018 2,238 2,387 2,455 2,510 2018 543 1,664 2,331 2,885 3,158 3,312 3,409 2019 1,742 4,518 5,885 7,061 7,988 8,413 2020 2,962 13,484 16,501 17,820 18,957 2021 8,827 11,281 14,523 17,561 2022 736 7,214 13,707 2023 4,828 14,474 2024 9,354 Total 88,569 All outstanding liabilities before 2015, net of reinsurance — Liabilities for claims and claims adjustment expenses, net of reinsurance (Specialty) $ 171,653 Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 19.0 % 32.6 % 20.2 % 11.5 % 7.1 % 4.8 % 2.7 % 2.1 % — % — % F-30 Return to table of contents Innovations Segment Innovations - Casualty Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — 2016 — — — — — — — — — — 2017 — — — — — — — — — 2018 — — — — — — — — 2019 — — — — — — — 2020 — — — — — — 2021 643 643 457 503 503 2022 2,228 1,947 1,996 1,978 2023 8,222 7,701 7,690 2024 10,647 9,815 Total $ 20,847 $ 19,986 Innovations - Casualty Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — 2016 — — — — — — — — — 2017 — — — — — — — — 2018 — — — — — — — 2019 — — — — — — 2020 — — — — — 2021 — — — — 2022 15 18 18 2023 146 11 2024 832 Total 861 All outstanding liabilities before 2015, net of reinsurance — Liabilities for claims and claims adjustment expenses, net of reinsurance (Casualty) $ 19,986 Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) (1) Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 11.8 % 16.9 % 14.5 % 11.8 % 12.0 % 13.2 % 7.0 % 4.2 % 3.2 % 5.4 % (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. F-31 Return to table of contents Innovations - Financial Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — 2016 — — — — — — — — — — 2017 — — — — — — — — — 2018 — — — — — — — — 2019 — — — — — — — 2020 — — — — — — 2021 — — — — — 2022 233 233 86 54 2023 1,847 2,537 1,885 2024 3,959 1,985 Total $ 6,582 $ 3,925 Innovations - Financial Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — 2016 — — — — — — — — — 2017 — — — — — — — — 2018 — — — — — — — 2019 — — — — — — 2020 — — — — — 2021 — — — — 2022 3 16 32 2023 81 652 2024 1,974 Total 2,658 All outstanding liabilities before 2015, net of reinsurance — Liabilities for claims and claims adjustment expenses, net of reinsurance (Financial) $ 3,925 Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) (1) Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 20.3 % 33.6 % 25.4 % 14.4 % 6.3 % — % — % — % — % — % (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. F-32 Return to table of contents Innovations - Health Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 $ 985 $ 983 $ 983 $ 656 $ 612 $ 612 $ 612 $ 612 $ 587 $ 587 $ — 2016 1,020 1,020 714 694 694 694 694 647 647 — 2017 903 894 1,147 1,147 1,147 1,018 987 987 — 2018 1,121 1,281 1,267 1,263 1,097 1,024 1,024 — 2019 2,943 3,900 3,849 3,829 3,790 3,790 — 2020 9,677 9,751 9,819 9,745 9,688 — 2021 19,052 21,402 21,328 20,999 — 2022 4,572 4,967 4,106 29 2023 1,214 1,067 33 2024 1,029 639 Total $ 43,924 $ 701 Innovations - Health Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 $ 249 $ 528 $ 587 $ 587 $ 587 $ 587 $ 587 $ 587 $ 587 $ 587 2016 245 566 626 644 647 647 647 647 647 2017 272 855 967 987 987 987 987 987 2018 438 818 1,017 1,025 1,025 1,024 1,024 2019 878 3,542 3,788 3,791 3,790 3,790 2020 6,777 9,478 9,689 9,688 9,688 2021 15,710 20,763 21,003 20,999 2022 2,211 3,847 4,077 2023 537 1,033 2024 390 Total 43,223 All outstanding liabilities before 2015, net of reinsurance — Liabilities for claims and claims adjustment expenses, net of reinsurance (Health) $ 701 Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 57.3 % 41.4 % 1.3 % — % — % — % — % — % — % — % F-33 Return to table of contents Innovations - Multiline Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — 2016 — — — — — — — — — — 2017 — — — — — — — — — 2018 4 8 8 9 9 9 9 — 2019 1,237 1,065 1,224 1,153 1,198 1,101 20 2020 2,132 2,230 2,135 2,185 2,273 42 2021 3,345 2,914 3,064 2,786 137 2022 12,953 12,280 14,248 4,416 2023 31,970 30,667 14,435 2024 32,610 25,326 Total $ 83,694 $ 44,376 Innovations - Multiline Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — 2016 — — — — — — — — — 2017 — — — — — — — — 2018 — 1 6 9 9 9 9 2019 182 845 1,148 1,115 1,148 1,081 2020 1,286 2,034 2,088 2,131 2,231 2021 1,314 2,132 2,487 2,649 2022 3,181 7,193 9,832 2023 11,145 16,232 2024 7,283 Total 39,318 All outstanding liabilities before 2015, net of reinsurance — Liabilities for claims and claims adjustment expenses, net of reinsurance (Multiline) $ 44,376 Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) (1) Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 47.2 % 37.2 % 9.8 % 3.6 % 0.8 % 0.6 % 0.5 % 0.2 % — % 0.1 % (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. F-34 Return to table of contents Innovations - Specialty Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 — — — — — — — — — — $ — 2016 — — — — — — — — — — 2017 — — — — — — — — — 2018 — — — — — — — — 2019 — — — — — — — 2020 — — — — — — 2021 118 331 36 36 7 2022 1,444 858 787 28 2023 3,138 3,773 1,122 2024 3,638 934 Total 8,234 $ 2,091 Innovations - Specialty Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 — — — — — — — — — — 2016 — — — — — — — — — 2017 — — — — — — — — 2018 — — — — — — — 2019 — — — — — — 2020 — — — — — 2021 18 37 30 30 2022 431 807 758 2023 1,377 2,651 2024 2,704 Total 6,142 All outstanding liabilities before 2015, net of reinsurance Liabilities for claims and claims adjustment expenses, net of reinsurance (Specialty) 2,091 Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) (1) Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 19.0 % 32.6 % 20.2 % 11.5 % 7.1 % 4.8 % 2.7 % 2.1 % — % — % (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. F-35 Return to table of contents Corporate - Runoff Business Property Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024 For the years ended December 31, Total IBNR plus expected development on reported claims Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 — — — — — — — — — — — 2016 — — — — — — — — — — 2017 — — — — — — — — — 2018 — — — — — — — — 2019 — — — — — — — 2020 631 547 50 239 274 2 2021 5,760 6,622 6,620 6,634 81 2022 24,309 33,160 36,160 191 2023 43,821 46,930 1,981 2024 27,588 5,061 Total 117,585 $ 7,315 Property Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance For the years ended December 31, Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 (Unaudited - Supplementary Information) 2015 — — — — — — — — — — 2016 — — — — — — — — — 2017 — — — — — — — — 2018 — — — — — — — 2019 — — — — — — 2020 144 160 48 237 272 2021 2,665 6,553 6,553 6,553 2022 15,900 32,971 35,968 2023 30,063 44,949 2024 22,527 Total 110,269 All outstanding liabilities before 2015, net of reinsurance — Liabilities for claims and claims adjustment expenses, net of reinsurance (Corporate) 7,315 Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) (1) Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 49.3 % 33.2 % 8.5 % 3.5 % 2.8 % 1.4 % 0.8 % 0.2 % 0.2 % 0.1 % (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. F-36 Return to table of contents Reconciliation of Loss Development Tables to Consolidated Balance Sheet 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 Reinsurance recoverable on unpaid claims Gross outstanding liabilities Open Market : Casualty $ 194,161 $ 186 $ 194,347 Financial 59,984 — 59,984 Health 213 — 213 Multiline 213,021 362 213,383 Property 52,154 41,075 93,229 Specialty 171,653 38,008 209,661 Total Open Market segment 691,186 79,631 770,817 Innovations: Casualty 19,986 2,124 22,110 Financial 3,925 — 3,925 Health 701 691 1,392 Multiline 44,376 612 44,988 Specialty 2,091 262 2,353 Total Innovations segment 71,079 3,689 74,768 Corporate - Runoff Property 7,315 2,470 9,785 Total $ 769,580 $ 85,790 855,370 Unallocated claims adjustment expenses 5,235 Other 364 Total loss and LAE reserves $ 860,969 8. RETROCESSION From time to time, the Company purchases retrocessional coverage for one or more of the following reasons: to manage its overall exposure, reduce its net liability on individual risks, obtain additional underwriting capacity, and balance its underwriting portfolio. The Company records loss and LAE recoverable from retrocessionaires as assets. The following table provides a breakdown of ceded reinsurance: Year ended December 31, 2024 2023 2022 Gross ceded premiums $ 77,070 $ 42,762 $ 33,429 Earned ceded premiums $ 64,788 $ 43,653 $ 15,318 Loss and loss adjustment expenses ceded $ 72,095 $ 25,554 $ 6,615 Retrocession contracts do not relieve the Company from its obligations to its cedents. Failure of retrocessionaires to honor their obligations could result in losses to the Company. The following table shows a breakdown of losses recoverable on a gross and net of collateral basis: F-37 Return to table of contents December 31, 2024 December 31, 2023 Gross Net of Collateral (1) Gross Net of Collateral (1) A- or better by A.M. Best $ 82,181 $ 63,979 $ 8,767 $ 8,767 Not rated 4,109 2,027 17,407 2,432 Total before provision 86,290 $ 66,006 $ 26,174 $ 11,199 Provision for credit losses ( 500 ) ( 487 ) Total loss and loss adjustment expenses recoverable, net $ 85,790 $ 25,687 (1) Collateral is in the form of cash, letters of credit, funds withheld, and/or cash collateral held in trust accounts. This excludes any excess collateral in order to disclose the aggregate net exposure for each retrocessionaire. At December 31, 2024, we had 3 reinsurers (2023: 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). 9. DEBT AND CREDIT FACILITIES Debt Obligations The following table summarizes the Company’s outstanding debt obligations. December 31, 2024 December 31, 2023 Term loans $ 60,313 $ 74,062 Accrued interest payable 923 — Less: deferred financing costs ( 487 ) ( 781 ) Total debt $ 60,749 $ 73,281 Term Loans On June 16, 2023, the Company entered into a Credit Agreement (the “Credit Agreement”) with a group of banks (the “Banks”), for which CIBC Bank USA is acting as administrative agent. The Credit Agreement provides, subject to certain customary conditions, for a delayed draw term loan facility (the “Loan Facility”), in an aggregate amount of $ 75.0 million. Outstanding loans (“Term Loans”) under the Facility will (i) amortize in equal quarterly installments in an aggregate annual amount equal to 5.0 % of the Term Loans and (ii) accrue interest at a rate equal to an adjusted term Secured Overnight Financing Rate (“SOFR”) plus 3.5 % per annum. The Company posted $ 10.0 million of collateral as security for the Loan Facility. The Loan Facility matures on August 1, 2026. During the year ended December 31, 2024, the Company partially repaid $ 13.8 million of the outstanding Term Loans. 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. The Company also partially repaid $ 0.9 million of the outstanding Term Loans. 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). The Company was in compliance with all covenants relating to the Loan Facility at December 31, 2024. Senior Convertible Notes On August 7, 2018, the Company issued $ 100.0 million of senior unsecured convertible notes (the “Convertible Notes”), with a maturity date of August 1, 2023. The Convertible Notes paid interest at 4.0 %, payable semi-annually on February 1 and August 1 of each year beginning February 1, 2019. The conversion price was $ 17.19 per ordinary share of the Company. During the year ended December 31, 2023 the Company repurchased and canceled $ 17.5 million 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. F-38 Return to table of contents Financing Costs The Company incurred $ 0.9 million of issuance costs relating to the Credit Agreement, which are deferred and amortized through the maturity of the Loan Facility. The remaining unamortized deferred financing costs are reported separately in the above table. For the year ended December 31, 2024, the Company recognized interest expense of $ 5.8 million (2023: $ 5.3 million, 2022: $ 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) . Credit Facilities In the normal course of business, the Company enters into agreements with financial institutions to obtain secured credit facilities. At December 31, 2024, the Company had letters of credit (“LC”) facilities with the following financial institutions: Capacity LCs issued Termination Date Citibank $ 275,000 $ 230,621 December 19, 2025 HSBC 100,000 — December 17, 2025 CIBC 200,000 82,126 December 31, 2025 $ 575,000 $ 312,747 The LC facilities are cash collateralized (see Note 5) and are subject to various customary affirmative, negative and financial covenants. At December 31, 2024, the Company was in compliance with all LC facilities covenants. Citi LC Facility 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”). 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. The Uncommitted Citibank LC Facility may be terminated at any time by either the Company or Citibank upon written notice; however, upon termination of this facility, any existing LC will remain outstanding. HSBC LC Facility 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”). The Uncommitted HSBC LC facility may be terminated at any time by either the Company or HSBC upon written notice; however, upon termination of this facility, any existing LC will remain outstanding. CIBC LC Facility 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”). F-39 Return to table of contents 10. SHARE CAPITAL Ordinary Shares The following table is a summary of changes in ordinary shares issued and outstanding: 2024 2023 2022 Ordinary 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 Issue of shares, net of forfeitures 41,994 64,719 447,952 — 984,548 — Repurchase of shares ( 547,402 ) — — — ( 4,933 ) — Re-designate Class B to Class A shares — — 6,254,715 ( 6,254,715 ) — — Reclassify Class A to Ordinary shares — 35,272,013 ( 35,272,013 ) — — — Balance – end of year 34,831,324 35,336,732 — — 28,569,346 6,254,715 The Company’s authorized share capital is 125,000,000 ordinary shares, par value of $ 0.10 per share. On July 25, 2023, at the Company’s Annual General Meeting the shareholders approved the re-designation of Class B ordinary shares as Class A ordinary shares, and then reclassified Class A ordinary shares as “ordinary shares”, resulting in the elimination of the dual-class share structure. At December 31, 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. Share Repurchase Plan 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. For the year ended December 31, 2024, the Company repurchased 547,402 ordinary shares for $ 7.5 million (2023: nil ). Preferred Shares The Company’s authorized share capital also consists of 50,000,000 preference shares with a par value of $ 0.10 each. At December 31, 2024, the Company has no issued and outstanding preferred shares. F-40 Return to table of contents 11. SHARE-BASED COMPENSATION On July 25, 2023, at the Company’s Annual General Meeting the shareholders approved the Greenlight Capital Re, Ltd. 2023 Omnibus Incentive Plan, or the 2023 Incentive Plan. The 2023 Incentive Plan replaces the Greenlight Capital Re, Ltd. Amended and Restated 2004 Stock Incentive Plan, or the 2004 Stock Incentive Plan. The aggregate number of ordinary shares that are available to be delivered pursuant to awards granted under the 2023 Incentive Plan is equal to the sum of (i) 2,000,000 shares, and (ii) any shares that remained or otherwise become available under the 2004 Stock Incentive Plan as of July 25, 2023. If, after July 25, 2023, any award granted under the 2023 Incentive Plan or the 2004 Stock Incentive Plan is forfeited or otherwise expires, terminates or is canceled, then the number of ordinary shares subject to such award that were not issued shall become available for issuance under the 2023 Incentive Plan. The 2023 Incentive Plan is administered by the Compensation Committee of the Board of Directors. At December 31, 2024, 2,834,519 (2023: 3,296,771 ) ordinary shares remained available for future issuance under the Company’s 2023 Incentive Plan. Under this plan, the Company is authorized to issue restricted shares, RSUs, and stock options. Share-based awards contain restrictions relating to vesting (service-based and/or performance-based), forfeiture in the event of termination of employment, transferability, and other matters. Employee and Director Restricted Shares The following table summarizes the activity for unvested outstanding restricted share awards (“RSs”): Performance RSs Service RSs Number of non-vested restricted shares Weighted average grant date fair value Number of non-vested restricted shares Weighted average grant date fair value Balance at December 31, 2022 794,362 $ 7.62 832,896 $ 7.76 Granted 357,766 10.84 242,957 10.58 Vested — — ( 599,942 ) 8.74 Forfeited ( 109,440 ) 9.37 ( 56,307 ) 8.44 Balance at December 31, 2023 1,042,688 $ 9.94 419,604 9.18 Granted — — 58,751 12.51 Vested ( 3,351 ) 7.76 ( 286,799 ) 9.34 Forfeited ( 94,750 ) 10.71 — — Balance at December 31, 2024 944,587 $ 9.87 191,556 $ 9.96 For the year ended December 31, 2024, the Company issued no RSs to employees and 58,751 (2023: 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. During the vesting period, non-employee directors retain voting rights on these RSs; but they are not entitled to any dividends declared until the RSs vest. 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 %. At December 31, 2024, there was $ 1.2 million (2023: $ 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: 1.4 years). For the year ended December 31, 2024, the total fair value of RSs vested was $ 3.4 million (2023: $ 5.2 million). F-41 Return to table of contents Employee Restricted Stock Units The following table summarizes the activity for unvested outstanding restricted stock units (“RSUs”) during the years ended December 31, 2024, and 2023: Performance RSUs Service RSUs Number of non-vested RSUs Weighted average grant date fair value Number of non-vested RSUs Weighted average grant date fair value Balance at December 31, 2022 105,008 $ 6.82 172,952 $ 7.58 Granted 71,121 9.85 42,811 9.85 Vested — — ( 77,695 ) 6.74 Forfeited ( 21,684 ) 8.15 ( 27,643 ) 8.62 Balance at December 31, 2023 154,445 $ 8.03 110,425 8.78 Granted 258,148 11.85 124,425 11.85 Vested ( 456 ) 11.85 ( 77,537 ) 8.96 Forfeited ( 8,611 ) 9.74 ( 7,479 ) 10.81 Balance at December 31, 2024 403,526 $ 10.43 149,834 $ 11.14 The Service RSUs granted to employees vest evenly over three years on January 1, subject to the grantee’s continued service with the Company. 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 %. 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: 1.5 years). For the year ended December 31, 2024, the total fair value of RSUs vested was $ 0.7 million (2023: $ 0.5 million). Employee and Director Stock Options 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. These options vest 50,000 annually and expire in 10 years from the grant date. The grant date fair value of these options was $ 4.31 per share, based on the Black-Scholes option pricing model. The following inputs were used in this pricing model: Expected volatility 36.4 % Expected term (in years) 5 Expected dividend yield — % Risk-free interest rate 3.9 % Stock price at grant date $ 11.20 F-42 Return to table of contents The following table summarizes the stock option activity: Number of options outstanding Weighted average exercise price Weighted average grant date fair value Intrinsic value (in $ millions) Weighted average remaining contractual term Balance at December 31, 2022 690,337 22.25 10.18 — 4.0 years Expired ( 38,197 ) 26.44 13.09 Balance at December 31, 2023 652,140 22.01 10.01 — 3.2 years Granted 250,000 11.20 4.31 Expired ( 31,821 ) 32.37 15.71 Balance at December 31, 2024 870,319 $ 18.52 $ 8.17 $ 0.7 4.2 years The following table summarizes information about options exercisable: December 31, 2024 December 31, 2023 December 31, 2022 Number of options exercisable 620,319 652,140 610,337 Weighted-average exercise price $ 21.47 $ 22.01 $ 22.39 Weighted-average remaining contractual term 2.3 3.2 3.9 Intrinsic value $ — $ — $ — During the year ended December 31, 2024, no options vested (2023: 80,000 ). The options that vested in 2023 had a weighted average grant date fair value of $ 9.60 . At December 31, 2024, the total compensation cost related to non-vested options not yet recognized was $ 0.6 million (2023: $ nil ), which the Company expects to recognize over a weighted-average period of 2.7 years Stock Compensation Expense For the year ended December 31, 2024, the Company recorded $ 4.5 million (2023: $ 6.1 million, 2022: $ 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. F-43 Return to table of contents 12. EARNINGS PER SHARE The following table reconciles net income and weighted average shares used in computing basic and diluted EPS: Year ended December 31, 2024 2023 2022 Numerator for EPS: Net income - basic $ 42,816 $ 86,830 $ 25,342 Add: interest on convertible notes — — 4,201 Less: gain on repurchase of convertible notes — — ( 343 ) Net income - diluted $ 42,816 $ 86,830 $ 29,200 Denominator for EPS: Weighted average shares outstanding - basic 34,097,572 34,067,974 33,908,156 Effect of dilutive employee and director share-based awards 555,881 729,885 368,096 Shares potentially issuable in connection with convertible notes — — 5,493,538 Weighted average shares outstanding - diluted 34,653,453 34,797,859 39,769,790 Anti-dilutive stock options outstanding 870,319 652,140 690,337 Earnings per share: Basic $ 1.26 $ 2.55 $ 0.75 Diluted 1.24 2.50 0.73 13. NET INVESTMENT INCOME The following table provides a breakdown of net investment income: Years ended December 31, 2024 2023 2022 Interest and dividend income, net of withholding taxes and other expenses $ 32,425 $ 35,629 $ 4,466 Investment income (loss) from Lloyd's syndicates 14,447 6,041 ( 5,789 ) Net realized and unrealized gains (losses) on other investments (see Note 4) ( 918 ) 1,738 9,858 Net investment income 45,954 43,408 8,535 Share of Solasglas' net income (see Note 3) 33,605 28,696 54,844 Total investment income $ 79,559 $ 72,104 $ 63,379 F-44 Return to table of contents 14. INCOME TAXES Components of Income Taxes The following table shows the breakdown of the Company’s current and deferred income tax benefit (expense) on a consolidated basis: Year ended December 31, 2024 2023 2022 Current tax (expense) benefit: Europe $ ( 611 ) $ ( 587 ) $ ( 30 ) U.S. ( 138 ) ( 100 ) 846 Deferred tax (expense) benefit: Europe — ( 1,698 ) ( 442 ) U.S. — — — Decrease in deferred tax valuation allowance — 2,285 442 Income tax (expense) benefit $ ( 749 ) $ ( 100 ) $ 816 Under current Cayman Islands law, no corporate entity, including GLRE and Greenlight Re, is obligated to pay taxes in the Cayman Islands on either income or capital gains. The Company has an undertaking from the Governor-in-Cabinet of the Cayman Islands, pursuant to the provisions of the Tax Concessions Act, as amended, that, in the event that the Cayman Islands enacts any legislation that imposes a tax on profits, income, gains, or appreciations, or any tax in the nature of estate duty or inheritance tax, such tax will not be applicable to GLRE, Greenlight Re nor their respective operations, or to the ordinary shares or related obligations, before January 22, 2045. Verdant is incorporated in Delaware and therefore is subject to taxes in accordance with the U.S. federal rates and regulations prescribed by the U.S. Internal Revenue Service (“IRS”). Verdant’s taxable income is generally expected to be taxed at a marginal rate of 21% (2023: 21% and 2022: 21%). Verdant’s tax years 2019 and beyond remain open and may be subject to examination by the IRS. 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. corporate tax rate of 25% (2023: 25% and 2022: 19%) on their respective profits. Deferred Tax Assets The following table provides details of the significant components of deferred tax assets: December 31, 2024 December 31, 2023 Deferred tax assets: Operating and capital loss carryforwards $ 374 $ 1,087 Valuation allowance — — Deferred tax assets, net of valuation allowance $ 374 $ 1,087 At December 31, 2024, the Company has determined that it is more likely than not that it will fully realize the recorded deferred tax asset in the future based on the expected timing of the reversal of the temporary differences and the likelihood of generating sufficient taxable income to realize the future tax benefit. Tax Loss Carryforwards At December 31, 2024, GRIL had a net operating loss carryforward of $ 3.0 million (2023: $ 8.7 million) which can be carried forward indefinitely. F-45 Return to table of contents 15. RELATED PARTY TRANSACTIONS Investment Advisory Agreement Each of DME, DME II, and DME Advisors is an affiliate of the Chairman and, therefore, is a related party to the Company. The Company has entered into the Solasglas LPA (as described in Note 3 of the consolidated financial statements). DME II receives a performance allocation equal to (with capitalized terms having the meaning provided under the 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. 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. 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. 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). 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. 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. The Company incurred no indemnification amounts during the periods presented. Green Brick Partners, Inc. David Einhorn also serves as the Chairman of the Board of Directors of Green Brick Partners, Inc. (“GRBK”), a publicly-traded company. At December 31, 2024, Solasglas, along with certain affiliates of DME Advisors, collectively owned 23.2 % of the issued and outstanding common shares of GRBK. Under applicable securities laws, DME Advisors may sometimes be limited in its ability to trade GRBK shares held in Solasglas. At December 31, 2024, Solasglas held 0.8 million shares of GRBK. Service Agreement The Company has entered into a service agreement with DME Advisors, pursuant to which DME Advisors provides certain investor relations services to the Company for compensation of five thousand dollars per month (plus expenses). The agreement automatically renews annually until terminated by either the Company or DME Advisors for any reason with 30 days prior written notice to the other party. Collateral Assets Investment Management Agreement Effective January 1, 2019, the Company (and its subsidiaries) entered into a collateral assets investment management agreement (the “CMA”) with DME Advisors, pursuant to which DME Advisors manages certain assets of the Company that are not subject to the 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. F-46 Return to table of contents Separation Agreement with Former CEO 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. Burton’s employment with the Company would terminate by mutual consent, including resignation from the Board of Directors, effective as of December 31, 2023. The following is a summary of the material financial terms of the Separation Agreement: • $ 2.4 million cash severance payable over 18 months and $ 0.3 million salary continuance to April 30, 2024 (these have been accrued and included in “ Other liabilities ” in the consolidated balance sheets); • $ 1.5 million non-cash charge for accelerated vesting for Mr. Burton’s remaining 235,936 service restricted shares and modified vesting condition for Mr. Burton’s remaining 532,035 performance restricted shares in which the service condition is no longer a requirement for vesting (see Note 11) ; and • $ 1.6 million grant date fair value of performance restricted shares to be granted in March 2024. As a result of the above Separation Agreement, 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. 16. COMMITMENTS AND CONTINGENCIES a) Concentration of Credit Risk Cash and cash equivalents The Company monitors its concentration of credit risk with financial institutions and limits acceptable counterparties based on current rating, outlook and other relevant factors. Investments The Company’s credit risk exposure to private debt and convertible debt securities within its “ Other investments ” are immaterial (see Note 4). Reinsurance balances receivable, net The following table shows the breakdown of reinsurance balances receivable: December 31, 2024 December 31, 2023 Amount % Amount % Premiums receivable $ 253,627 36.0 % $ 186,940 30.2 % Funds withheld: Funds held by cedants 58,183 8.3 % 50,075 8.1 % Premiums held by Lloyds' syndicates 278,265 39.5 % 264,278 42.7 % Funds at Lloyd’s 113,324 16.1 % 115,772 18.6 % Profit commission receivable 2,103 0.3 % 2,302 0.4 % Deposit assets — — % 888 0.1 % Total before provision 705,502 100.2 % 620,255 100.1 % Provision for expected credit losses ( 1,019 ) ( 0.1 ) % ( 854 ) ( 0.1 ) % Reinsurance balances receivable, net $ 704,483 100.1 % $ 619,401 100.0 % The Company has posted deposits at Lloyd’s to support underwriting capacity for certain syndicates, including Syndicate 3456 (see Note 18). Lloyd’s has a credit rating of “A+” (Superior) from A.M. Best, as revised in August 2024. Premiums receivable includes a significant portion of estimated premiums not yet due. 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) . The diversity in the Company’s client base limits credit risk associated with premiums F-47 Return to table of contents receivable and funds (premiums) held by cedents. Further, under the reinsurance contracts the Company has contractual rights to offset premium balances receivable and funds held by cedants against corresponding payments for losses and loss expenses. Loss and loss adjustment expenses recoverable, net The Company regularly evaluates its net credit exposure to the retrocessionaires and their abilities to honor their respective obligations. See Note 8 for analysis of concentration of credit risk relating to retrocessionaires. b) Lease Obligations The Company operates in the Cayman Islands, United Kingdom, and Ireland under various non-cancelable operating lease agreements. The Company’s weighted-average remaining operating lease term is approximately 1.5 years at December 31, 2024. As the lease contracts generally do not provide an implicit discount rate, the Company used the weighted-average discount rate of 6.0 % to determine the present value of lease payments. This discount rate represents the Company’s incremental borrowing rate for a term similar to that of the associated lease based on information available at the commencement date. The Company has made an accounting policy election not to include renewal, termination, or purchase options that are not reasonably certain of exercise when determining the borrowing term. At December 31, 2024, the right-of-use assets and lease liabilities relating to the operating leases were $ 0.9 million and $ 1.0 million, respectively (2023: $ 1.4 million and $ 1.5 million, respectively). For the year ended December 31, 2024, the Company recognized operating lease expense $ 0.7 million (2023: $ 0.6 million, 2022: $ 0.6 million). At December 31, 2024, the commitment for operating lease liabilities for future annual periods was as follows: Year ending December 31, 2025 $ 686 2026 377 Total lease payments 1,063 Less present value discount ( 57 ) Present value of lease liabilities $ 1,006 c) Litigation From time to time, in the ordinary course of business, the Company may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation. The outcomes of these procedures determine the rights and obligations under the Company’s reinsurance contracts and other contractual agreements. In some disputes, the Company may seek to enforce its rights under an agreement or collect funds owed. In other matters, the Company may resist attempts by others to collect funds or enforce alleged rights. While the Company cannot predict the outcome of legal disputes with certainty, the Company does not believe that any existing dispute, when finally resolved, will have a material adverse effect on the Company’s business, financial condition, or operating results. 17. SEGMENT REPORTING For the quarter and year ended December 31, 2024, the Company has amended its reportable segments as follows: Open Market In the Open Market segment, the Company underwrites reinsurance business, sourced through the brokerage distribution channels and Lloyd’s. The Company writes mostly treaty reinsurance, on a proportional and non-proportional basis. The lines of business for this segment are as follows: Casualty, Financial, Health, Multiline, Property and Specialty. Innovations 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). This segment also includes business written by Syndicate 3456. The lines of business for this segment are as follows: Casualty, Financial, Health, Multiline and Specialty. F-48 Return to table of contents The Company’s reportable segments each have executive leadership who are responsible for their performance and who are directly accountable to the CODM. The change in reportable segments was driven by the appointment of a new CEO, who is the CODM. 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. 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. The table below provides information about the Company’s reportable segments, including the reconciliation to net income as reported under U.S. GAAP. Comparatives have been recast to conform with the new reportable segments. Year ended December 31, 2024: Open Market Innovations Corporate Total Consolidated Gross premiums written $ 603,798 $ 94,725 $ ( 188 ) $ 698,335 Net premiums written 541,446 80,016 ( 197 ) 621,265 Net premiums earned 511,922 86,352 21,680 619,954 Net loss and LAE incurred ( 341,586 ) ( 51,939 ) ( 33,744 ) ( 427,269 ) Acquisition costs ( 144,852 ) ( 27,151 ) ( 4,772 ) ( 176,775 ) Other underwriting expenses ( 19,175 ) ( 3,682 ) — ( 22,857 ) Deposit interest expense, net (1) ( 1,228 ) — — ( 1,228 ) Underwriting income (loss) 5,081 3,580 ( 16,836 ) ( 8,175 ) Reconciliation to income before income taxes: Net investment income 42,629 702 2,623 45,954 Corporate and other expenses — ( 2,445 ) ( 13,932 ) ( 16,377 ) Income from investment in Solasglas 33,605 33,605 Foreign exchange gains (losses) ( 5,606 ) ( 5,606 ) Interest expense ( 5,836 ) ( 5,836 ) Income before income taxes $ 47,710 $ 1,837 $ ( 5,982 ) $ 43,565 Additional information: Net loss and LAE incurred: Attritional losses $ 290,961 $ 52,235 $ 5,780 $ 348,976 CAT losses 35,681 — $ 21,808 $ 57,489 Prior year adverse (favorable) loss development 14,944 ( 296 ) $ 6,156 $ 20,804 Total net loss and LAE incurred $ 341,586 $ 51,939 $ 33,744 $ 427,269 Total allocated assets (2) $ 454,647 $ 110,119 $ 1,451,457 $ 2,016,223 (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. GAAP. (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. F-49 Return to table of contents Year ended December 31, 2023: Open Market Innovations Corporate Total Consolidated Gross premiums written $ 504,435 $ 88,602 $ 43,773 $ 636,810 Net premiums written 466,544 83,608 43,896 594,048 Net premiums earned 466,751 71,769 44,627 583,147 Net loss and LAE incurred ( 262,290 ) ( 44,855 ) ( 52,859 ) ( 360,004 ) Acquisition costs ( 136,356 ) ( 22,381 ) ( 10,140 ) ( 168,877 ) Other underwriting expenses ( 16,827 ) ( 2,760 ) — ( 19,587 ) Deposit interest expense, net ( 2,687 ) — — ( 2,687 ) Underwriting income (loss) 48,591 1,773 ( 18,372 ) 31,992 Reconciliation to income before income taxes: Net investment income 37,351 2,732 3,325 43,408 Corporate and other expenses — ( 3,080 ) ( 20,573 ) ( 23,653 ) Income from investment in Solasglas 28,696 28,696 Foreign exchange gains (losses) 11,566 11,566 Other income, net 265 265 Interest expense ( 5,344 ) ( 5,344 ) Income before income taxes $ 85,942 $ 1,425 $ ( 437 ) $ 86,930 Additional information: Net loss and LAE incurred: Attritional losses $ 243,440 $ 44,425 $ 32,162 $ 320,027 CAT losses 15,264 — 13,507 28,771 Prior year adverse (favorable) loss development 3,586 430 7,190 11,206 Total net loss and LAE incurred $ 262,290 $ 44,855 $ 52,859 $ 360,004 Total allocated assets (2) $ 485,388 $ 98,467 $ 1,151,451 $ 1,735,307 (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. F-50 Return to table of contents Year ended December 31, 2022: Open Market Innovations Corporate Total Consolidated Gross premiums written $ 452,541 $ 50,739 $ 59,891 $ 563,171 Net premiums written 437,799 47,328 44,615 529,742 Net premiums earned 410,877 33,184 25,416 469,477 Net loss and LAE incurred ( 268,659 ) ( 23,151 ) ( 24,675 ) ( 316,485 ) Acquisition costs ( 125,296 ) ( 11,111 ) ( 6,741 ) ( 143,148 ) Other underwriting expenses ( 11,867 ) ( 1,946 ) — ( 13,813 ) Deposit interest expense, net ( 6,717 ) — — ( 6,717 ) Underwriting income (loss) ( 1,662 ) ( 3,024 ) ( 6,000 ) ( 10,686 ) Reconciliation to income before income taxes: Net investment income 4,898 9,869 ( 6,417 ) 8,350 Corporate and other expenses — ( 3,452 ) ( 14,341 ) ( 17,793 ) Income from investment in Solasglas 54,844 54,844 Foreign exchange gains (losses) ( 5,988 ) ( 5,988 ) Interest expense ( 4,201 ) ( 4,201 ) Income before income taxes $ 3,236 $ 3,393 $ 17,897 $ 24,526 Additional information: Net loss and LAE incurred: Attritional losses $ 235,179 $ 20,482 $ 20,989 $ 276,650 CAT losses 36,967 0 2,750 39,717 Prior year adverse (favorable) loss development ( 3,487 ) 2,669 936 118 Total net loss and LAE incurred $ 268,659 $ 23,151 $ 24,675 $ 316,485 Total allocated assets (2) $ 631,738 $ 84,516 $ 864,127 $ 1,580,381 (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. The other underwriting expenses includes general and administrative expenses directly attributable to each of the segment, in addition to allocated indirect overhead costs. The net investment income includes: • 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; and • Realized and unrealized gains (losses) on private investments directly attributable to Innovations segment (see Note 4 - Other Investments ). The Company had no intersegment revenues for the years ended December 31, 2024, 2023, and 2022. Concentration of revenue 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. F-51 Return to table of contents Premiums by Geographic Area The following table presents gross premiums written by the geographical location of the Company’s subsidiaries: Year ended December 31, 2024 2023 2022 Ireland $ 160,736 23.0 % $ 95,371 15.0 % $ 246,637 43.8 % United Kingdom 176,336 25.3 192,699 30.3 — — Cayman Islands 361,263 51.7 348,740 54.7 316,534 56.2 $ 698,335 100.0 % $ 636,810 100.0 % $ 563,171 100.0 % 18. STATUTORY REQUIREMENTS The Company’s reinsurance operations are subject to insurance laws and regulations in the jurisdictions in which they operate, principally in the Cayman Islands and in Ireland. Additionally, the Company’s Syndicate 3456 is regulated by Lloyd’s. These regulations include certain restrictions on the amount of dividends or other distribution, such as loans or cash advances, available to shareholders without prior approval of the respective regulatory authorities. The statutory capital and surplus and required minimum statutory capital and surplus of the Company’s most significant regulated reinsurance operations are detailed below: Cayman Islands Ireland At December 31, 2024 2023 2024 2023 Statutory capital and surplus 603,095 $ 569,044 64,677 58,721 Required statutory capital surplus 307,875 256,586 39,759 39,367 Excess statutory capital 295,220 $ 312,458 24,918 $ 19,354 The statutory net income for the Company’s most significant regulated reinsurance operations were as follows: Greenlight Re GRIL Year ended December 31, 2024 $ 47,360 $ 4,368 Year ended December 31, 2023 $ 85,464 $ 11,479 Year ended December 31, 2022 $ 32,290 $ 4,612 Cayman Islands Greenlight Re is subject to the Cayman Islands’ Insurance (Capital and Solvency) (Classes B, C, and D Insurers) Regulations, (2018 Revision) (the “Insurance Regulations”). Under this Insurance Regulations, Greenlight Re is required to maintain minimum statutory capital and surplus equal to the greater of: a) the Minimum Capital Requirement of $ 50.0 million and b) the Prescribed Capital Requirement (“PCR”) as defined in the Insurance Regulations. Greenlight Re is not required to prepare statutory financial statements for filing with CIMA. There were no material differences between Greenlight Re’s GAAP capital, surplus, and net income and its statutory capital, surplus, and net income at December 31, 2024 and 2023, and for the years then ended. Any dividends declared and paid from Greenlight Re to the Company requires CIMA’s approval. During the year ended December 31, 2024, $ 22.5 million of dividends (2023: $ 8.3 million, 2022: $ 60.1 million) were declared or paid by Greenlight Re to the Company. The dividends were approved by CIMA and resulted in the return of additional share capital to the Company. At December 31, 2024, $ 295.2 million (2023: $ 312.5 million) of Greenlight Re’s capital and surplus was available for distribution as dividends. Ireland 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. F-52 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. 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. During the year ended December 31, 2024, $ 20.0 million of dividends (2023: nil , 2022: nil ) were declared or paid by GRIL to the Company. Lloyd’s of London The Company operates in the Lloyd’s market through its corporate member, GCM, which provides 100% of Syndicate 3456’s capital support. Syndicate 3456 is managed by a third party managing agency. GCM and Syndicate 3456 are bound by the rules of Lloyd’s, which are prescribed by Bye-laws and Requirements made by the Council of Lloyd’s under powers conferred by the Lloyd’s Act 1982. These rules prescribe members’ membership subscription, the level of their contributions to the Lloyd’s Central Fund and the assets they must deposit with Lloyd’s in support of their underwriting. Further, the Council of Lloyd’s has broad powers to sanctions breaches of its rules, including the power to restrict or prohibit a member’s participation on Lloyd’s syndicates. The underwriting capacity of a member of Lloyd’s must be supported by providing a deposit, known as “Funds at Lloyds” or “FAL”, in the form of cash, certain investment securities, or letters of credit. The FAL is not available for distributions for the payment of dividends or for working capital requirements. Further, corporate members may also be required to maintain funds under the control of Lloyd’s in excess of their capital requirements and such funds also may not be available for distribution for the payment of dividends. The amount of FAL for Syndicate 3456 is determined by Lloyd’s and is based on Syndicate 3456’s solvency and capital requirement based on an internal capital model. See Note 16 for total FAL for Syndicate 3456 and other syndicates in which the Company has a participation interest. 19. SUBSEQUENT EVENTS 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. 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. 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. F-53 Return to table of contents SCHEDULE I GREENLIGHT CAPITAL RE, LTD. SUMMARY OF INVESTMENTS — OTHER THAN INVESTMENTS IN RELATED PARTIES AS OF DECEMBER 31, 2024 (expressed in thousands of U.S. dollars) Type of Investment Cost Fair Value Balance Sheet Value Other investments: Private investments and unlisted equities $ 28,111 $ 71,867 $ 71,867 Debt and convertible debt securities 2,713 1,293 1,293 Total other investments 30,824 73,160 73,160 Total investments - other than investments in related parties $ 30,824 $ 73,160 $ 73,160 F-54 Return to table of contents SCHEDULE II GREENLIGHT CAPITAL RE, LTD. CONDENSED FINANCIAL INFORMATION OF REGISTRANT CONDENSED BALANCE SHEETS — PARENT COMPANY ONLY (expressed in thousands of U.S. dollars) December 31, 2024 December 31, 2023 Assets Cash and cash equivalents $ 5,297 $ 1,924 Investment in subsidiaries 690,932 667,732 Due from subsidiaries 154 — Other assets 542 628 Total assets $ 696,925 $ 670,284 Liabilities and equity Liabilities Debt $ 60,749 $ 73,281 Other liabilities 282 712 Due to subsidiaries 15 196 Total liabilities 61,046 74,189 Shareholders’ equity Share capital 3,483 3,534 Additional paid-in capital 481,551 484,532 Retained earnings 150,845 108,029 Total shareholders’ equity 635,879 596,095 Total liabilities and equity $ 696,925 $ 670,284 GREENLIGHT CAPITAL RE, LTD. CONDENSED FINANCIAL INFORMATION OF REGISTRANT CONDENSED STATEMENT OF OPERATIONS — PARENT COMPANY ONLY (expressed in thousands of U.S. dollars) Year ended December 31 2024 2023 2022 Revenue Net investment income $ 143 $ 5 $ 1 Other income (expense) ( 60 ) 239 366 Total revenues 83 244 367 Expenses Corporate expenses 6,059 9,042 6,887 Interest expense 5,836 5,344 4,201 Total expenses 11,895 14,386 11,088 Loss before equity in net income of subsidiaries ( 11,812 ) ( 14,142 ) ( 10,721 ) Equity in net income of subsidiaries 54,628 100,972 36,063 Net income $ 42,816 $ 86,830 $ 25,342 Comprehensive income $ 42,816 $ 86,830 $ 25,342 F-55 Return to table of contents SCHEDULE II (continued) GREENLIGHT CAPITAL RE, LTD. CONDENSED FINANCIAL INFORMATION OF REGISTRANT CONDENSED STATEMENTS OF CASH FLOWS — PARENT COMPANY ONLY (expressed in thousands of U.S. dollars) Year ended December 31 2024 2023 2022 Cash flows from operating activities Net income $ 42,816 $ 86,830 $ 25,342 Adjustments to reconcile net income or loss to net cash provided by (used in) operating activities: Equity in earnings of consolidated subsidiaries ( 54,628 ) ( 100,972 ) ( 36,063 ) Net realized gain on repurchases of convertible senior notes payable — ( 265 ) ( 343 ) Share-based compensation expense 3,884 5,550 4,028 Accretion of debt offering costs, net of change in interest accruals 1,220 ( 1,696 ) 79 Net change in: Due from subsidiaries ( 154 ) 28,400 ( 28,400 ) Other assets 86 125 ( 753 ) Other liabilities ( 430 ) 631 ( 69 ) Due to subsidiaries ( 181 ) ( 635 ) ( 2,071 ) Net cash provided by (used in) operating activities ( 7,387 ) 17,968 ( 38,250 ) Cash flows from investing activities Dividends and return of capital from subsidiaries 42,500 8,316 60,125 Contributions to subsidiaries ( 10,500 ) ( 20,043 ) ( 1,557 ) Net cash provided by (used in) investing activities 32,000 ( 11,727 ) 58,568 Cash flows from financing activities Proceeds from Term Loans — 75,000 — Repayment of Term Loans ( 13,752 ) ( 947 ) — Repayment of convertible senior notes payable — ( 62,147 ) — Repurchase of convertible senior notes payable — ( 17,198 ) ( 19,793 ) Repurchase of shares ( 7,488 ) — ( 35 ) Net cash used in financing activities ( 21,240 ) ( 5,292 ) ( 19,828 ) Net increase (decrease) in cash and cash equivalents 3,373 949 490 Cash and cash equivalents at beginning of the year 1,924 975 485 Cash and cash equivalents at end of the year $ 5,297 $ 1,924 $ 975 Supplementary information Non cash consideration to subsidiaries, net $ ( 572 ) $ ( 595 ) $ ( 656 ) F-56 Return to table of contents SCHEDULE III GREENLIGHT CAPITAL RE, LTD. SUPPLEMENTARY INSURANCE INFORMATION AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2024, 2023, AND 2022 (expressed in thousands of U.S. dollars) December 31, 2024 Year ended December 31, 2024 Deferred acquisition costs Reserves for losses and LAE Unearned premiums Net premiums earned Total investment related income (loss) Net losses, and LAE Acquisition costs Underwriting expenses (2) Net premiums written Deposit interest expense, net Open Market $ 71,432 $ 769,776 $ 290,419 $ 511,922 $ 42,629 $ 341,586 $ 144,852 $ 19,175 $ 541,446 $ 1,228 Innovations 10,817 76,986 34,132 86,352 702 51,939 27,151 3,682 80,016 — Corporate (1) — 14,207 — 21,680 2,623 33,744 4,772 — ( 197 ) — $ 82,249 $ 860,969 $ 324,551 $ 619,954 $ 45,954 $ 427,269 $ 176,775 $ 22,857 $ 621,265 $ 1,228 December 31, 2023 Year ended December 31, 2023 Deferred acquisition costs Reserves for losses and LAE Unearned premiums Net premiums earned Total investment related income (loss) Net losses, and LAE Acquisition costs Underwriting expenses (2) Net premiums written Deposit interest expense, net Open Market $ 64,354 $ 597,478 $ 246,994 $ 466,751 $ 37,351 $ 262,290 $ 136,356 $ 16,827 $ 466,544 $ 2,687 Innovations 11,089 46,314 37,438 71,769 2,732 44,855 22,381 2,760 83,608 — Corporate (1) 4,513 17,762 21,878 44,627 3,325 52,859 10,140 — 43,896 — $ 79,956 $ 661,554 $ 306,310 $ 583,147 $ 43,408 $ 360,004 $ 168,877 $ 19,587 $ 594,048 $ 2,687 December 31, 2022 Year ended December 31, 2022 Deferred acquisition costs Reserves for losses and LAE Unearned premiums Net premiums earned Total investment related income (loss) Net losses, and LAE Acquisition costs Underwriting expenses (2) Net premiums written Deposit interest expense, net Open Market $ 70,173 $ 524,913 $ 250,742 $ 410,877 $ 4,898 $ 268,659 $ 125,296 $ 11,867 $ 437,799 $ 6,717 Innovations 6,570 19,336 25,586 33,184 9,869 23,151 11,111 1,946 47,328 — Corporate (1) 5,648 11,219 31,492 25,416 ( 6,417 ) 24,675 6,741 — 44,615 — $ 82,391 $ 555,468 $ 307,820 $ 469,477 $ 8,350 $ 316,485 $ 143,148 $ 13,813 $ 529,742 $ 6,717 (1) Corporate includes the results of runoff business and non-underwriting income and expenses. (2) Includes underwriting expenses and deposit interest expense, net. F-57 Return to table of contents SCHEDULE IV GREENLIGHT CAPITAL RE, LTD. SUPPLEMENTARY REINSURANCE INFORMATION FOR THE YEARS ENDED DECEMBER 31, 2024, 2023, AND 2022 (expressed in thousands of U.S. dollars) Year Direct gross premiums Premiums ceded to other companies Premiums assumed from other companies Net written premiums Percentage of amount assumed to net 2024 $ — $ 77,070 $ 698,335 $ 621,265 112 % 2023 $ — $ 42,762 $ 636,810 $ 594,048 107 % 2022 $ — $ 33,429 $ 563,171 $ 529,742 106 % F-58