What changed in this filing

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Item 1. Business

2026-03-09 compared with 2025-03-10 · 130 added, 133 removed, 548 unchanged (32% of the section changed)

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Reference Entity’s legal name

Greenlight Capital Re or GLRE

Greenlight Capital Re, Ltd.

Greenlight Capital Re or GLRE Greenlight Capital Re, Ltd.

Greenlight Re Greenlight Reinsurance, Ltd.

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GCM Greenlight Re Corporate Member Ltd.

Viridis Re SPC, Ltd.

Greenlight Re Ireland Services Limited

Viridis Re Viridis Re SPC, Ltd.

GRIS Greenlight Re Ireland Services Limited

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

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

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

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

Company Overview

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

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

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

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

We conduct our operations principally through two wholly-owned licensed and regulated subsidiaries:

Greenlight Re, based in Grand Cayman, Cayman Islands, and GRIL, based in Dublin, Ireland, in addition to our Lloyd’s platform, Syndicate 3456.

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

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

Further, since 2018, our Innovations business unit has supported innovative, technology-driven insurance partners, both in the form of seed capital and reinsurance capacity.

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

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

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

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

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

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

Additionally, A.M.

Following the business growth momentum in 2024 and 2023, we grew our reinsurance business by 10.7% in gross premiums written during 2025 while maintaining a strong financial position and liquidity.

Supported by strong net cash flows from operating activities, we made further stock buybacks and repaid most of our outstanding debt in 2025.

In light of our strong balance sheet and steadily improved operating performance, A.M.

Best Company, Inc.

Best”) revised

Best”) upgraded our Financial Strength Rating to A (Excellent) from A- (Excellent) with a stable outlook for

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

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

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

our principal operating subsidiaries in November 2025.

At December 31, 2025, we had $2.2 billion of total assets and $0.7 billion of shareholders’ equity, and grew our fully diluted book value per share by 13.8% during 2025.

Company Capital Stock

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However, except upon unanimous consent of our Board pursuant to Section 11(1)(c) of our Fourth Amended and Restated Memorandum and Articles of Association (the “Articles”), no holder is permitted to acquire an amount of shares which would cause any person to own (directly, indirectly or constructively under applicable United States tax attribution and constructive ownership rules) 9.9% or more of the total voting power of the total issued and outstanding ordinary shares.

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

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

In connection with certain proposals that passed at our 2023 AGM relating to the elimination of our former dual-class share structure, our Board consented to David Einhorn beneficially owning more than 9.9% of the total voting power of the total issued and outstanding ordinary shares, up to the amount of ordinary shares beneficially owned by Mr.

Einhorn at the time of the consent (i.e., 6,254,715 ordinary shares, which represented 18.5% of the outstanding ordinary shares as of December 31, 2025 ).

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

(see " Investments ” in this Item 1).

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Open Market Underwriting Strategy

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

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

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

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• Where we have domain-specific expertise and a high level of market access, we may seek to act as the lead underwriter to achieve greater influence in negotiating pricing, terms, and conditions.

Further, the size and diversification of our underwriting portfolio will vary based on our perception of the opportunities available in each line of business at each point in time.

Further, the size and diversification of our underwriting portfolio will vary based on our perception of the opportunities available in each line of business at any given point in time.

As our focus on certain lines fluctuates based on market conditions, we may only offer or underwrite a limited number of lines in any given period.

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• select reinsurance opportunities with anticipated favorable returns on capital.

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Innovations Investments and Underwriting Strategy

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

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

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

In addition to the potential for higher investment returns over the long term, this strategically positions us for long-term access to a stream of attractive underwriting opportunities directly with our investees, coupled with

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new sources of fee income through our insurance and reinsurance platforms.

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

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

Greenlight Re is the sole capital provider for Syndicate 3456.

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

Until the end of 2025, Greenlight Re was the sole capital provider for Syndicate 3456.

Starting in 2026, we have secured 22.5% of third party capital to support Syndicate 3456’s projected business growth.

We believe that this arrangement also enables us to generate fee income.

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

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

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

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

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

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

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

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

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

During 2025, we have expanded our Innovations business, with gross premiums written increasing 28% to $121.6 million (see “ Reportable Segments " within this Item 1.

As a result of building a strong reputation and brand in the insurtech industry in recent years, we continued to grow our pipeline opportunities in 2025, positioning us for further growth in the foreseeable future, including scaling our Syndicate 3456.

In response to this recent growth, we established a whole-account retrocession program with a group of reputable reinsurers, in which we agreed to cede 28.5% of Innovations-related contracts in 2025 in return for an override commission income.

We have increased this retrocession program for 2026 to 33%.

This strategic initiative enables us to grow our share in promising businesses while efficiently deploying our capital.

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

This also positions us favorably for further portfolio diversification, fee income, and sustained profitability in the Innovations segment over the long term.

Value-Oriented Investment Strategy

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Business for further information.

In late 2025, we began investing restricted cash and cash equivalents held in certain regulatory trusts for the benefit of our U.S.

cedents in a fixed maturity investment portfolio to improve the yield on the restricted assets that we are unable to invest in Solasglas.

The fixed maturity investment portfolio is managed by a third-party investment manager.

Reportable Segments

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

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

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

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

We have two reportable segments:

Open Market and Innovations.

Refer to “Part II, Item 7.

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Note 18 “ Segment Reporting ” to the consolidated financial statements for further details on our reportable segments and a breakdown of our gross premiums written by geographic area of risks insured.

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

2024 2023 2022

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

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

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

Year ended December 31, 2025 2024 2023

Open Market $ 652,229 84.3 % $ 603,798 86.5 % $ 504,435 79.2 %

Innovations 121,598 15.7 % 94,725 13.6 % 88,602 13.9 %

Total Segments 773,827 100.1 % 698,523 100.0 % 593,037 93.1 %

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

Corporate (1)

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Total consolidated gross premiums written $ 773,261 100.0 % $ 698,335 100.0 % $ 636,810 100.0 %

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

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

Negative gross premiums written reflect adjustments to original premium estimate.

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Open Market Segment

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

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

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

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

• Financial :

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

includes primarily accident and critical illness coverage.

• Multiline :

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

includes mainly commercial property and property catastrophe coverage.

• Specialty :

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

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Marsh & McLennan 20.9 % 19.2 % 24.1 %

Willis Group Holdings plc 16.8 % 17.6 % 20.1 %

Howden Group Holdings 18.1 % 15.3 % 13.4 %

Gallagher & Co 10.0 % 16.8 % 17.6 %

All others and MGAs 29.5 % 26.7 % 29.2 %

26.7 % 29.2 % 27.0 %

100.0 % 100.0 % 100.0 %

Total 100.0 % 100.0 % 100.0 %

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

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

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

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

See “Item 1A.

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

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

Risk Factors — Risks Related to Our Business — The loss of significant brokers or customers, could materially and adversely affect our business, financial condition and results of operations.” We may assume a degree of the credit risk of our reinsurance brokers.

See “Item 1A.

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

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

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

Our FAL business is generated through our Lloyd’s corporate member (GCM), which represented approximately 36%, 26%, and 35% of our Open Market gross premiums written for the years ended December 31, 2025, 2024, and 2023, respectively.

Innovations Segment

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

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

See “Item 1A.

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includes primarily general liability and multiline casualty coverage.

• Financial :

includes predominantly miscellaneous financial coverage.

includes primarily travel and other miscellaneous health coverage.

• Multiline :

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

• Specialty :

includes mostly BOP and multiline commercial coverage, in addition to business written via Syndicate 3456 (multiple lines of business).

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

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

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

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

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

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

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Customer F 3.5 % 9.6 % 30.4 %

Customer G (1)

(0.9) % 0.2 % 10.9 %

All others 46.4 % 43.3 % 25.9 %

100.0 % 100.0 % 100.0 %

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

Total 100 % 100 % 100 %

Underwriting and Risk Management

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

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

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

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

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

Through these audits, we

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

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

These practices include:

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• fact-finding and investigation techniques;

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Due to the use of different assumptions and loss experience, the amount we establish as reserves with respect to individual risks, clients, transactions, or business lines may be greater or less than those set by our clients or ceding companies.

Reserves include claims reported but not yet paid, claims incurred but not reported, and claims in the process of settlement.

Reserves include claims reported but not yet paid (referred as “case reserves”), additional case reserves (“ACR”), claims incurred but not reported, and claims in the process of settlement.

Additional underwriting liabilities include unearned premiums, premium deposits, and profit commissions earned but not yet paid.

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Collateral Arrangements and Letter of Credit Facilities

We are licensed and admitted as a reinsurer only in the Cayman Islands and the European Economic Area (the “EEA”).

We are primarily licensed and admitted as a reinsurer only in the Cayman Islands and the European Economic Area (the “EEA”).

Many jurisdictions, including the United States, do not permit clients to take credit for reinsurance on their statutory financial statements if they obtain such reinsurance from unlicensed or non-admitted insurers without appropriate collateral.

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

We compete for reinsurance business in the Cayman Islands and European markets.

The global reinsurance market is highly competitive.

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

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Our competitors vary according to the individual market and situation.

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

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

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

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

On October 18, 2024, A.M.

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

On November 13, 2025, A.M.

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

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

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Best periodically reviews the financial positions of our operating subsidiaries and therefore our rating may be subsequently revised or revoked by the agency.

The failure to maintain our current “A-” A.M.

The failure to maintain at least an “A-” A.M.

Best rating may significantly and negatively affect our ability to implement our business strategy.

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

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

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

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

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

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

control environment, risk assessment, control activities, information flow, and monitoring.

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

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

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

policyholders, has contravened the terms of the Act or has otherwise behaved in such a manner to cause CIMA to call into question the licensee’s fitness, CIMA may take one of several steps.

The steps include requiring the licensee to rectify the matter, suspending the license of the licensee, revoking the license, imposing conditions upon the license and amending or revoking any such condition, requiring the substitution of any director, manager, or officer of the licensee, at the expense of the licensee, appointing a person to advise the licensee on the proper conduct of its affairs and to report to CIMA thereon, at the expense of the licensee, appointing a person to assume control of the licensee’s affairs or otherwise requiring such action to be taken by the licensee as CIMA considers necessary.

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

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

Additionally, these companies must comply with the Proceeds of Crime Act (as revised) and the Anti-Money Laundering Regulations and the Guidance Notes on the Prevention and Detection of Anti-Money Laundering, Terrorist Financing and Proliferation Financing in the Cayman Islands, together the “Anti-Money Laundering Regulations (as revised)” in the Cayman Islands.

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

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

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

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

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

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

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

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Lloyd’s may require changes to any business plan presented to it or additional capital to be provided to support the underwriting plan.

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

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

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

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To minimize duplication, both regulators have arrangements with Lloyd’s for co-operation on supervision and enforcement.

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Lloyd’s is subject to an annual PRA solvency test which measures whether Lloyd’s has sufficient assets in the aggregate to meet all outstanding liabilities of its members, both current and run-off.

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

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

Our Board of Directors reviews our investment portfolio activities and oversees our investment guidelines to meet our investment objectives.

These investment guidelines, which may be amended, modified, or waived from time to time, take into account restrictions imposed on us by regulators, our liability mix, requirements to maintain an appropriate claims-paying rating by ratings agencies and requirements of lenders.

We believe our predominantly equities-based value-oriented investment approach, while generating returns less predictable than those of a traditional fixed-income portfolios, complements our reinsurance business and will achieve higher rates of return over the long term than reinsurance companies that invest predominantly in fixed-income securities.

We have designed our investment guidelines to maintain adequate liquidity to fund our reinsurance operations.

In late 2025, we began investing restricted cash and cash equivalents held in certain regulatory trusts for the benefit of our U.S.

cedents in a fixed maturity investment portfolio to improve the yield on the restricted assets that we are unable to invest in Solasglas.

The fixed maturity investment portfolio is managed by a third-party investment manager in accordance with fixed-income investment guidelines approved by our Board of Directors.

At December 31, 2025, our total investments were $633.1 million, of which 79.7% (2024 - 84.1%) was invested in Solasglas, 10.4% (2024 - nil%) in fixed maturity investments, and 9.9% (2024 - 15.9%) in Innovation-related investments.

Investment in Solasglas

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

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

Effective January 1, 2021, we reduced the maximum Investment Portfolio, as defined in the Solasglas LPA, from 100% to 50% of GLRE Surplus.

Subsequently, this cap was raised to 60% effective January 1, 2023, and increased further to 70% on August 1, 2024.

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

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At December 31, 2025, we estimate the reduced performance allocation of 10% to continue to be applied until Solasglas achieves additional investment returns of 66.6%, at which point the performance allocation will revert to 20%.

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

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

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Investment Strategy

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DME Advisors attempts to determine the risk/return characteristics of potential investments by analyzing factors such as the risk that expected cash flows would not be achieved, the volatility of the cash flows, the leverage of the underlying business, and the security’s liquidity, among others.

Our Board of Directors reviews our investment portfolio activities and oversees our investment guidelines to meet our investment objectives.

We believe our investment approach, while generating returns less predictable than those of traditional fixed-income portfolios, complements our reinsurance business and will achieve higher rates of return over the long term than reinsurance companies that invest predominantly in fixed-income securities.

We have designed our investment guidelines to maintain adequate liquidity to fund our reinsurance operations.

DME Advisors is contractually obligated to adhere to our investment guidelines and make investment decisions on our behalf.

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

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

Investment returns for Solasglas

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Full Year 7.5 % 9.8 % 9.4 % 25.3 % 7.5 %

(1) Investment returns are calculated monthly and compounded to calculate the quarterly and annual returns generated by our Investment Portfolio.

The above investment returns are calculated monthly and compounded to calculate the quarterly and annual returns generated by our Investment Portfolio.

Past performance is not necessarily indicative of future results.

The monthly investment return is calculated by dividing the investment income/loss (net of fees and expenses) by the Investment Portfolio.

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

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

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

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

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Fixed Maturity Investments

Our fixed maturity investments consist of the following:

Third-party managed portfolio $ 53,029 81%

Liquidity fund 12,580 19%

Total fixed maturity investments $ 65,609 100%

Third-Party Managed Portfolio

Starting in the fourth quarter (“Q4”) 2025, we began investing a portion of our restricted cash and cash equivalents held in regulatory trusts to a fixed maturity investment portfolio managed by a third party investment manager.

These asset are held for the benefit of our U.S.

cedents in connection with reinsurance agreements and are therefore restricted.

The funds are invested in fixed maturity securities subject to the investment guidelines of the respective trusts and the Company’s fixed-income investment guidelines as established by our Board of Directors.

This enables us to leverage the expertise of a reputable investment manager specializing in fixed maturity investments to generate higher risk-adjusted returns relative to maintaining funds as restricted cash and cash equivalents.

Liquidity Fund

Starting in Q4 2025, we also transferred the cash held by Syndicate 3456 into a liquidity fund approved by Lloyd’s (“Liquidity fund”), to generate higher yields on liquid assets.

Innovation-related Investments

See “ In novations Segment ” within this Item 1.

See “ Innovations Segment ” within this Item 1.

Business for further information.

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

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition ” and “Note 3 - Investments in Related Party Investments Fund and Note 5 - Other Investments ” of the consolidated financial statements.

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

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

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We closely monitor our accumulations of exposure and frequently review our investment and underwriting portfolios to assess the impact on capital under stressed scenarios.

With the assistance of DME Advisors, we analyze our investment assets and liabilities, including the numerous risk components in our portfolio, such as concentration and liquidity risks.

With the assistance of DME

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Advisors, we analyze our investment assets and liabilities, including the numerous risk components in our portfolio, such as concentration and liquidity risks.

We strive to encourage a culture of operational risk management, providing training and resources to all staff, maintaining robust business continuity protocols, and establishing HR practices to motivate and retain talent.

We maintain and closely monitor our outsourcing, regulatory, and anti-money laundering policies and procedures.

We recognize the impact of environmental, social, and governance (ESG) risks across the organization and have formed the Sustainability Management Committee to address these, working closely with members of the ERC.

Information Technology (“IT”)

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We conduct regular disaster recovery testing, and can access our core systems with minor outages and restore our primary systems within our mean time to restore (MTTR).

We are also monitoring use and potential uses of artificial intelligence (AI) tools across our business, and recently implemented an AI Usage Policy in order to establish guidelines for the ethical, secure, and compliant use of AI platforms by our employees in connection with our business.

We protect our information systems with physical, electronic, and software safeguards considered appropriate by our management.

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

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Human Capital Management

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

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

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

In late 2024 we formalized the following set of core values that reflect how our colleagues should strive to operate and behave across the Company, regardless of location, level, or function:

Nimble, Innovative, Excellence, Accountable, and Collaborative.

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

We took steps throughout 2025 to embed these core values into all aspects of our culture through such areas as employee onboarding, reviews and recognition programs.

As of December 31, 2025, 42% of our total global employees were female.

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

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

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

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At December 31, 2025, we had 84 total employees worldwide, including internship and part-time employees, 41 of whom were based in Grand Cayman, Cayman Islands, 25 in Dublin, Ireland, and 18 in London, United Kingdom.

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

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We have implemented an employee training and development policy to encourage our employees to take advantage of training and development opportunities.

We also invest in the professional growth of our leaders through customized executive coaching to build advanced skills and capabilities.

We also invest in the professional growth of our leaders through customized executive training to build advanced skills and capabilities.

Compensation Practices

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

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Additional Information

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

Aviation and space coverage

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

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

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

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

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

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

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There tends to be a greater delay in the reporting and settlement of casualty reinsurance claims due to the long-tail nature of the underlying casualty risks and their greater potential for litigation.

Catastrophe A severe loss, typically involving multiple claimants.

Catastrophe A severe loss of at least $5 million, typically involving multiple claimants.

Common perils include earthquakes, hurricanes, tsunamis, hailstorms, tornados, derechos, severe winter weather, floods, fires, explosions, volcanic eruptions, and other natural or human-made disasters.

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

Contingency liability coverage

Covers event cancellation and non-appearance.

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Contingency liability coverage Covers event cancellation and non-appearance.

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

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

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

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Incurred but not reported (IBNR) Reserves for estimated loss and loss adjustment expenses incurred by insureds and reinsureds but not yet reported to the insurer or reinsurer, including unknown future developments on loss and loss adjustment expenses known to the insurer or reinsurer.

Large event loss

A significant event loss of at least $1 million but less than $5 million.

Lloyd’s Depending on the context, this term may refer to - (a) the society of individual and corporate underwriting members that insure and reinsure risks as members of one or more syndicates.

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

Marine & energy coverage

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

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

Energy includes offshore energy industry insurance.

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

Mortgage coverage

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

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

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

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

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Unearned is the difference between written and earned premiums.

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Probable maximum loss (PML) PML is the anticipated loss, taking into account contract terms and limits, caused by a natural catastrophe affecting a broad geographic area, such as that caused by an earthquake or hurricane.

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

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

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

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

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

Trade credit coverage

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

Transactional liability coverage

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

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

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

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

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

WPVT coverage

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

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

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

What changed 10-K

Item 1. Business