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Item 7. Management’s Discussion and Analysis

2026-03-09 compared with 2025-03-10 · 270 added, 281 removed, 500 unchanged (52% of the section changed)

1 unchanged sentence

The following is management’s discussion and analysis (“MD&A”) of the financial condition and results of operations for the years ended December 31, 2025, and 2024.

Except for the “ Results by Segment” section of this MD&A, comparisons between 2023 and 2022 have been omitted from this Annual Report, but may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC.

Comparisons between 2024 and 2023 have been omitted from this Annual Report, but may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC.

Accordingly, this information is incorporated by reference.

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Consolidated Results of Operations

Results by Segment

Segment Results

Open Market Segment

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Business ” for additional information.

We earned a net income of $42.8 million for the year ended December 31, 2024, a decrease of $44.0 million, or 51% compared to the prior year, predominantly due to higher losses from catastrophe and weather-related events (collectively referred as “CAT losses”), coupled with unfavorable foreign exchange movement in 2024.

We earned a net income of $74.8 million for the year ended December 31, 2025, an increase of $32.0 million, or 74.8% compared to the prior year, predominantly due to strong underwriting results and favorable foreign exchange movement in 2025, partially offset by lower net investment income from Innovations and lower yields on restricted cash and cash equivalents.

The following is a summary of our financial performance for the year ended December 31, 2025, compared to the prior year:

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• Net premiums earned was $661.1 million, an increase of 6.6%;

• Net underwriting loss was $8.2 million, compared to net underwriting income of $32.0 million;

• Total investment income was $79.6 million, an increase of 10.3% (including 9.8% net return from our investment in Solasglas, compared to 9.4%);

• Foreign exchange losses were $5.6 million, compared to foreign exchange gains of $11.6 million;

• Diluted EPS was $1.24, compared to $2.50, a decrease of 50%;

• Net underwriting income was $35.7 million, compared to net underwriting loss of $8.2 million;

• Total investment income was $60.2 million, a decrease of 24.4%;

• Foreign exchange gains were $8.5 million, compared to foreign exchange losses of $5.6 million;

• Diluted EPS was $2.17, compared to $1.24, an increase of 75.0%;

• Fully diluted book value per share was $20.43, an increase of $2.48, or 13.8%.

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Reinsurance market conditions

As the key January 1, 2025, renewal period progressed, we saw increased competition which put pressure on headline rate;

however, attachment points and other terms & conditions largely held firm.

We were able to achieve signings to construct a diversified portfolio that met our risk appetite and profitability requirements.

Looking forward to 2025, we believe that market conditions are still broadly, but not uniformly, positive.

We will continue to write business where we believe the price adequately compensates us for the risk.

At the January 1, 2026 renewals, we experienced greater opportunities owing to our stronger balance sheet and the upgrade of our A.M.

Best Rating to A (Excellent), but we also faced a more competitive market.

Rate changes for Open Market business varied significantly by line of business:

property and specialty rates experienced downward pressure, whereas casualty rates increased.

Attachment points and other terms and conditions mostly held firm.

Although January 1 st , is not historically a significant renewal date for our Innovations portfolio, we observed more opportunities with rate holding up well.

In the current market conditions, we see increasing opportunities to leverage retrocession coverage, and we will take advantage of these opportunities where they enhance our economics and risk profile.

General economic conditions

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On the investment side, DME Advisors regularly monitors and re-positions Solasglas’ investment portfolio to manage the impact of inflation on its underlying investments and holds macro positions to benefit from a rising inflationary environment.

DME Advisors remains conservatively positioned as it believes the equity markets are very expensive.

We believe trade policies will continue to cause uncertainty and volatility.

In February 2026, the U.S.

Supreme Court struck down the Administration’s tariffs enacted under the International Emergency Economic Powers Act (IEEPA) of 1977, but the Administration stated it will enact new tariffs under several other legislative acts.

Revenues and Expenses

2 unchanged sentences

• income from investments, including:

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• income (or loss) generated from our investment in Solasglas, net of management fee and performance compensation;

• gains (or losses) from our other investments, including Innovations-related investments;

• interest income on our cash and cash equivalents and FAL.

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• interest income on our cash and cash equivalents, fixed maturities investment portfolio and FAL.

In addition, we may from time to time derive other income from foreign exchange gains (or losses) relating to underwriting balances, net investment income from Lloyd’s syndicates, fees generated from advisory services, and fees relating to overrides, profit commissions, and fees due upon the early termination of contracts.

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● underwriting expenses;

● corporate and other expenses;

● corporate and other expenses (also referred as “G&A”);

● interest expense on deposit-accounted contracts and debt;

● income taxes.

The extent of our net losses and LAE incurred is a function of the amount and type of reinsurance contracts we write and the loss experience of the underlying coverage.

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Corporate and other expenses consist primarily of compensation costs related to non-underwriting activities, including Innovations related investments and corporate personnel.

Additionally, these also include professional fees (non-claim related), travel and entertainment, information technology, rent, and other general operating costs, net of an allocation to underwriting expenses.

Additionally, these also include professional fees (non-claim related), director compensation, travel and entertainment, information technology, rent, and other general operating costs, net of an allocation to underwriting expenses.

Deposit interest expense relates to the accretion costs for deposit-accounted contracts that did not meet the risk transfer condition for reinsurance accounting under U.S.

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We use the following non-GAAP financial measure in this Annual Report.

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Fully Diluted Book Value Per Share

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GAAP measure, which in our view is the basic book value per share.

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We calculate basic book value per share as (a) ending shareholders' equity, divided by (b) the total ordinary shares issued and outstanding, as reported in the consolidated financial statements.

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GAAP financial measure):

December 31, 2024 December 31, 2023 December 31, 2022

At December 31,

Numerator for basic and fully diluted book value per share:

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Increase in basic book value per share $ 2.63 $ 1.39

$ 1.39 $ 2.42 $ 0.40

Increase in basic book value per share 14.4 % 8.2 %

8.2 % 16.8 % 2.8 %

Fully diluted book value per share $ 20.43 $ 17.95

Increase in fully diluted book value per share $ 2.48 $ 1.21

$ 1.21 $ 2.41 $ 0.34

Increase in fully diluted book value per share 13.8 % 7.2 %

7.2 % 16.8 % 2.4 %

(1) Assuming net exercise by the grantee.

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Net loss and LAE incurred (411,592) (427,269) 15,677

(427,269) (360,004) (67,265)

Acquisition costs (184,853) (176,775) (8,078)

Underwriting expenses (28,627) (22,857) (5,770)

Deposit interest income (expense), net

(1,228) (2,687) 1,459

Deposit interest expense (421) (1,228) 807

Net underwriting income (loss) 35,651 (8,175) 43,826

(8,175) 31,992 (40,167)

Investment results:

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Total investment income 60,168 79,559 (19,391)

79,559 72,104 7,455

Corporate and other expenses (21,607) (16,377) (5,230)

Foreign exchange gains (losses) 8,465 (5,606) 14,071

Other income, net — 265 (265)

Interest expense (4,366) (5,836) 1,470

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Underwriting ratios:

Current year attritional loss ratio

56.3 % 54.9 % 1.4 %

CAT loss ratio

9.3 % 4.9 % 4.4 %

% Point Change

Attritional loss ratio 53.4 % 56.3 % (2.9)

Large event loss ratio 3.0 % 1.8 % 1.2

CAT event loss ratio 4.0 % 7.5 % (3.5)

Current year loss ratio 60.4 % 65.6 % (5.2)

65.6 % 59.8 % 5.8 %

Prior year reserve development ratio 1.9 % 3.4 % (1.5)

3.4 % 1.9 % 1.5 %

Loss ratio 62.3 % 69.0 % (6.7)

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Fully diluted book value per share increased by $2.48 per share, or 13.8%, to $20.43 per share from $17.95 per share at December 31, 2024.

For the year ended December 31, 2024, net income decreased by $44.0 million to $42.8 million, driven mainly by the following:

For the year ended December 31, 2025, net income increased by $32.0 million to $74.8 million, driven mainly by the following:

• Underwriting income :

Decreased by $40.2 million due to 6.9 percentage points increase in our combined ratio, driven predominantly by an increase in current year attritional and CAT loss ratios.

Increased by $43.8 million due to 6.8 percentage points improvement in our combined ratio, driven predominantly by improved current year loss ratio and lower adverse prior year reserve development ratio.

The lower attritional loss and CAT event loss ratios contributed to the lower current year loss ratio;

partially offset by an increase in large event loss ratio.

Refer to the “ Results by Segment ” section of the MD&A for further discussion and analysis.

• Solasglas investment:

Solasglas returned 7.5% in 2025, compared to 9.8% in 2024.

However, income from our Solasglas investment was $2.1 million higher in 2025 versus 2024, due to the growth in the Investment Portfolio.

• Foreign exchange gains (losses) :

$8.5 million foreign exchange gains for 2025, compared to $5.6 million foreign exchange losses for 2024, driven mainly by a stronger pound sterling movement against the U.S.

dollar in 2025.

• Interest expense :

Decreased by $1.5 million predominantly driven by a decrease in the average outstanding debt balance in 2025 as a result of debt repayment due strong cash flows generated from operations.

Offset partially by:

• Investment income :

Increased by $7.5 million primarily driven by an increase in income from our investment in Solasglas, which reported a gain of $33.6 million in 2024, compared to $28.7 million in 2023.

Solasglas generated a net return of 9.8% for the year ended December 31, 2024, compared to a net return of 9.4% for the same period in 2023.

Additionally, we earned additional investment income on funds withheld by third party Lloyd’s syndicates.

Decreased by $19.4 million primarily driven by lower investment income on cash and cash equivalents mainly due to lower yields, losses on Innovations investments, and lower returns on funds withheld by third party Lloyd’s syndicates.

The Lloyd’s syndicates invest a portion of these funds in fixed maturity securities, equities, and investment funds.

We record our share of the investment income and fair value adjustments on these securities when the syndicates report them to us, generally on a quarter in arrears.

See Note 13 “ Net Investme nt Income ” of the consolidated financial financial statements for further details.

See Note 14 “ Net Investment Income ” of the consolidated financial financial statements for further details.

• Corporate and other expenses :

Decreased by $7.3 million mainly due to non-recurring severance costs included in 2023, including $4.3 million relating to the separation agreement entered with our former CEO, and lower incentive compensation costs in light of the Company’s weaker performance in 2024.

This was partially offset by the increase in other non-underwriting personnel and overhead costs in addition to technology investment to support the business growth.

• Foreign exchange gains (losses) :

$5.6 million foreign exchange losses for 2024, compared to $11.6 million foreign exchange gains for 2023, driven mainly by a weaker pound sterling movement against the U.S.

dollar in 2024.

• Interest expense :

Increased by $0.5 million primarily due to unfavorable fair value movement on the interest rate swaps used to partially hedge the Term Loans;

offset partially by lower interest expense driven by a decrease in the average outstanding Term Loans balance in 2024.

Increased by $5.2 million predominantly driven by an increase in non-underwriting personnel costs, including higher incentive compensation expense as a result of strong underwriting results in 2025.

• Income tax expense :

Increased by $2.7 million due to increased taxable income from our operations in Ireland and U.K.

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Results by Segment

During the fourth quarter of 2024, we have revised our operating segments to Open Market and Innovations.

See Note 17 “ Segment R eporting ” for the consolidated segment net income before taxes in 2024, including a reconciliation to net income as reported under U.S.

Comparatives have been recast to conform with the new reportable segments.

The following is a further discussion and analysis for each reporting segment.

Segment Results

We have two operating segments:

Open Market and Innovations.

The following is a discussion and analysis for each reporting segment for the years ended December 31, 2025 and 2024.

Open Market Segment

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2025 2024 % Change

2023 % Change

Gross premiums written $ 652,229 $ 603,798 8 %

$ 603,798 19.7 % $ 504,435 11.5 % $ 452,541

Net premiums written $ 601,690 $ 541,446 11 %

$ 541,446 16.1 % $ 466,544 6.6 % $ 437,799

Net premiums earned $ 576,032 $ 511,922 13 %

$ 511,922 9.7 % $ 466,751 13.6 % $ 410,877

Net loss and LAE incurred (358,396) (341,586)

(341,586) (262,290) (268,659)

Acquisition costs (158,465) (144,852)

(144,852) (136,356) (125,296)

Other underwriting expenses (21,114) (19,175)

(19,175) (16,827) (11,867)

Deposit interest expense, net (421) (1,228)

(1,228) (2,687) (6,717)

Underwriting income (loss)

5,081 48,591 (1,662)

Underwriting income 37,636 5,081

Net investment income 32,036 42,629 (25) %

42,629 14.1 % 37,351 662.6 % 4,898

Income before income taxes $ 69,672 $ 47,710

$ 47,710 $ 85,942 $ 3,236

Underwriting ratios:

2025 2024 % Point Change

2023 % Point Change 2022

66.7 % 10.5 % 56.2 % (9.2) % 65.4 %

Loss ratio 62.2 % 66.7 % (4.5)

Acquisition cost ratio 27.5 % 28.3 % (0.8)

28.3 % (0.9) % 29.2 % (1.3) % 30.5 %

Composite ratio 89.7 % 95.0 % (5.3)

95.0 % 9.6 % 85.4 % (10.5) % 95.9 %

Underwriting expenses ratio 3.7 % 4.0 % (0.3)

4.0 % (0.2) % 4.2 % (0.3) % 4.5 %

Combined ratio 93.4 % 99.0 % (5.6)

99.0 % 9.4 % 89.6 % (10.8) % 100.4 %

Gross Premiums Written

Gross premiums written by line of business were as follows:

2024 2023 2022 2024 to 2023 2023 to 2022

$ 92,471 15.3 % $ 86,081 17.1 % $ 82,524 18.2 % 7.4 % 4.3 %

63,679 10.5 % 46,296 9.2 % 63,452 14.0 % 37.5 % (27.0) %

217 — % 224 — % 227 0.1 % (3.1) % (1.3) %

181,140 30.0 % 198,037 39.3 % 205,743 45.5 % (8.5) % (3.7) %

87,922 14.6 % 75,820 15.0 % 31,347 6.9 % 16.0 % 141.9 %

178,369 29.6 % 97,977 19.4 % 69,248 15.3 % 82.1 % 41.5 %

Year ended December 31

2025 2024 Change

Casualty $ 66,210 10 % $ 92,471 15 % $ (26,261)

Financial 77,461 12 % 63,679 11 % 13,782

Health 230 — % 217 — % 13

Multiline 252,265 39 % 181,140 30 % 71,125

Property 82,537 13 % 87,922 15 % (5,385)

Specialty 173,526 27 % 178,369 30 % (4,843)

Total $ 652,229 100 % $ 603,798 100 % $ 48,431

Gross premiums written in 2024 increased by $99.4 million or 19.7%, compared to 2023.

Gross premiums written within our Open Market segment in 2025 increased by $48.4 million or 8%, compared to 2024.

The increase was predominantly attributable to the following lines of business:

• Financial :

new excess of loss treaties in our financial multiline business and an increase in premium volume for our transactional liability business.

improved pricing in our commercial and property catastrophe business.

• Multiline :The $71.1 million, or 39%, increase was driven mostly by growth in our FAL business bound in 2025, coupled with growth from new construction and engineering business bound in 2025.

This was partially offset by non-renewal of commercial auto business.

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• Specialty :

improved pricing and new customers in our marine and energy (M&E) business, including Lloyd’s whole account excess of loss treaties.

Additionally, there was an increase of $9.0 million in reinstatement premiums attributable to the 2024 CAT events, in particular for the Baltimore Bridge collapse.

The above was partially offset by the decrease in our multiline business, driven by two non-renewed FAL accounts on January 1, 2024;

offset by premium growth from the remaining third-party FAL business.

Gross premiums written in 2023 increased by $51.9 million or 11.5%, compared to 2022.

The increase was predominantly attributable to property and specialty lines due to improved pricing and new business.

This was partially offset mostly by a decrease in financial line predominantly due to lower level of activity in transactional liability business.

• Financial :

The $13.8 million, or 22%, increase was mainly due to the reporting of additional premiums from previous treaty years in our mortgage business, coupled with rate and exposure growth in our transactional liability business and new surety business bound in 2025.

The above was partially offset by the decrease in our casualty, property and specialty lines of business.

The significant decrease in casualty business is predominantly a result of our decision to reduce our casualty exposure through non-renewal of certain general liability and workers’ compensation programs.

Net Premiums Written

Ceded premiums written in 2025 was $50.5 million, resulting in net premiums written of $601.7 million, compared to $62.4 million and $541.4 million, respectively, in 2024.

The increase in ceded premiums written of 64.6% was primarily within our specialty line driven by additional retrocessional coverage to manage our overall exposure to aviation, marine and energy classes of business and to reinstate certain retrocession excess of loss treaties in which the full coverage was presumed exhausted primarily from the Baltimore Bridge loss event in 2024 and the Russian-Ukraine conflict event in 2022.

Additionally, we had an increase in quota share retrocessions due to growth from inward property and M&E business.

Ceded premiums written in 2023 was $37.9 million, resulting in net premiums written of $466.5 million, compared to $14.7 million and $437.8 million, respectively, in 2022.

The increase in ceded premiums written of 157.0% was predominantly attributable to an increase in quota share retrocessions due to growth from inward property business.

The decrease in ceded premiums written of 19% was driven by reduced quota share retrocessional activity within our property business due to lower inward premiums.

Additionally in 2024, we reinstated certain retrocession excess of loss treaties in which the full coverage was deemed exhausted due to the Baltimore Bridge loss.

This was partially offset mainly by additional excess of loss retrocessional coverage within our specialty business in 2025 to manage our overall exposure to aviation, marine and energy risks.

Net Premiums Earned

Net premiums earned by line of business were as follows:

2024 2023 2022

$ 89,213 17.4 % $ 82,365 17.6 % $ 78,160 19.0 % 8.3 % 5.4 %

56,903 11.1 % 56,195 12.0 % 56,952 13.9 % 1.3 % (1.3) %

217 — % 224 — % 5,507 1.3 % (3.1) % (95.9) %

191,849 37.5 % 205,573 44.0 % 196,974 47.9 % (6.7) % 4.4 %

49,262 9.6 % 35,853 7.8 % 20,781 5.1 % 37.4 % 72.5 %

124,477 24.4 % 86,541 18.6 % 52,503 12.8 % 43.8 % 64.8 %

For our Open Market segment, net premiums earned by line of business were as follows:

Year ended December 31

2025 2024 Change

Casualty $ 87,279 15 % $ 89,213 15 % $ (1,934)

Financial 63,470 11 % 56,903 9 % 6,567

Health 221 — % 217 — % 4

Multiline 216,673 38 % 191,849 32 % 24,824

Property 61,065 11 % 49,262 8 % 11,803

Specialty 147,324 26 % 124,478 21 % 22,846

Total $ 576,032 100 % $ 511,922 100 % $ 64,110

Net premiums earned in 2025 increased by $64.1 million, or 13%, compared to 2024.

Further, net premiums earned in 2023 increased by $55.9 million or 13.6%, compared to 2022.

The increase (decrease) in net premiums earned by line of business is relatively consistent with the trends noted for the gross premiums written.

The change is also influenced by the amount and timing of net premiums written during the current year and prior years, coupled with the business mix written in the form of excess of loss versus proportional contracts.

Additionally, within the financial line and certain specialty line classes, the gross premiums written are earned over multiple years, corresponding with the anticipated risk coverage period.

The components of the loss ratio were as follows:

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The change is influenced by the amount and timing of net premiums written during the current year and prior years, coupled with the business mix written in the form of excess of loss versus proportional contracts.

Additionally, within the financial line and certain specialty line classes, the gross premiums written for some treaties are earned over multiple years, corresponding with the anticipated risk coverage period.

Similarly, the impact of scaling back our casualty business was partially reflected during 2025, and will mostly impact our casualty earned premiums in 2026.

The components of the loss ratio for our Open Market segment were as follows:

Year ended December 31

2025 2024 % Point Change

2023 % Point Change

Current year:

Attritional loss ratio 52.8 % 56.8 % (4.0)

56.8 % 4.6 % 52.2 % (5.0) % 57.2 %

7.0 % 3.7 % 3.3 % (5.7) % 9.0 %

Large event loss ratio 3.1 % 2.2 % 0.9

CAT event loss ratio 4.6 % 4.8 % (0.2)

Current year loss ratio 60.5 % 63.8 % (3.3)

63.8 % 8.3 % 55.4 % (10.7) % 66.2 %

Prior year reserve development ratio 1.8 % 2.9 % (1.1)

2.9 % 2.1 % 0.8 % 1.6 % (0.8) %

66.7 % 10.5 % 56.2 % (9.2) % 65.4 %

Loss ratio 62.2 % 66.7 % (4.4)

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Current Year Loss Ratio

The current year loss ratio in 2024 increased by 8.3%, compared to 2023 due to:

• 4.6% increase in attritional loss ratio in 2024, driven mainly by higher reserve estimates for the growing in-force casualty, specialty and property lines of business.

• 3.7% increase in CAT losses, net of reinsurance, primarily attributable to more severe CAT loss events in 2024 including the Baltimore Bridge collapse and Hurricanes Helene and Milton, compared to one major CAT event in 2023 (the Mexican state-owned oil platform fire loss).

The current year loss ratio in 2023 decreased by 10.7%, compared to 2022 due to:

• 5.0% decrease in attritional loss ratio 2024, driven mainly by a change in business mix coupled with lower attritional loss estimates, principally on property and specialty lines of business that performed strongly;

• 5.7% decrease in CAT losses, net of reinsurance, primarily attributable to lower volume and less severe CAT loss events in 2023, compared to two major CAT events in 2022 (Hurricane Ian and the Russian-Ukrainian conflict).

The current year loss ratio in 2025 decreased by 3.3 percentage points to 60.5%, compared to 2024, predominantly due to improved attritional loss ratio, offset partially by a higher volume of large event losses.

The CAT losses during 2025 primarily related to the California wildfire losses.

Prior Year Reserve Development Ratio

Prior year reserve development ratio increased by 2.1% in 2024 compared to 2023, and by 1.6% in 2023 compared to 2022.

The Open Market segment’s prior year reserve development ratio improved by 1.1 percentage points in 2025 compared to 2024.

Refer to Note 8 Loss and LAE Reserves to the consolidated financial statements for further details on the lines of business and prior year development.

Acquisition cost ratio

The acquisition cost ratio decreased to 28.3% in 2024 from 29.2% in 2023, primarily due business mix and higher ratio of excess of loss contracts at lower commission rates than quota share reinsurance contracts;

partially offset by higher acquisition costs for certain 2023 and 2024 FAL business in our multiline business.

The acquisition cost ratio decreased to 29.2% in 2023 from 30.5% in 2022, primarily due to business mix and higher ratio of excess of loss contracts at lower commission rate than quota share reinsurance contracts.

The acquisition cost ratio decreased by 0.8 percentage points in 2025 compared to 2024, due to the change in business mix, coupled with improved acquisition cost ratios for our multiline and financial lines of business.

This was partially offset by an increase in acquisition cost ratio for our specialty line, mainly due to growth in quota share reinsurance treaties at higher acquisition cost ratio than for excess of loss treaties.

The key drivers for the improved acquisition cost ratio relating to the financial and multiline business were:

• Financial :

Driven by our transactional liability business due to lower profit commission costs as a result of adverse loss reserve development in 2025.

Additionally, the acquisition cost ratio for the mortgage business was higher in 2024 due to an increase in profit commission costs on prior years’ treaties.

• Multiline :

Driven predominantly from lower acquisition cost ratio for our FAL business, in part due to higher net premiums earned base to absorb fixed brokerage and commissions for new Syndicate 3456 programs.

Underwriting expense ratio

The underwriting expense ratio decreased marginally by 0.2% to 4.0% in 2024 compared to 2023, mainly due to an increase in net premiums earned, partially offset by an increase in personnel to support the business growth.

The underwriting expense ratio decreased marginally by 0.3% to 4.2% in 2023 compared to 2022, mainly due to lower interest expense on deposit-accounted contracts and an increase in net premiums earned.

This was partially offset by an increase in personnel to support the business growth.

The underwriting expense ratio decreased marginally by 0.3 percentage points to 3.7% in 2025 compared to 2024, mainly due to net premiums earned growing more than our underwriting expenses which included higher incentive compensation due to stronger underwriting performance in 2025.

A lower deposit interest expense also contributed to the lower expense ratio for 2025.

Net investment income

Net investment income decreased by 25% to $32.0 million in 2025 compared to 2024, predominantly driven by lower yields on collateralized cash balances and lower returns on funds withheld by third party Lloyd’s syndicates.

Income before income taxes

The income before income taxes for Open Market decreased by $38.2 million to $47.7 million in 2024 compared to 2023, driven predominantly by lower underwriting profits;

partially offset by an increase in investment income on funds withheld by third party Lloyd’s syndicates.

Income before income taxes for the Open Market segment was $69.7 million for 2025, compared to $47.7 million in 2024, driven predominantly by strong underwriting profits;

partially offset by lower net investment income.

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The income before income taxes for Open Market increased by $82.7 million to $85.9 million in 2023 compared to 2022, driven by strong underwriting profits;

coupled with an increase in investment income driven mostly by favorable interest rate environment.

Innovations Segment

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2025 2024 % Change

2023 % Change

Gross premiums written $ 121,598 $ 94,725 28 %

$ 94,725 6.9 % $ 88,602 74.6 % $ 50,739

Net premiums written $ 90,233 $ 80,016 13 %

$ 80,016 (4.3) % $ 83,608 76.7 % $ 47,328

Net premiums earned $ 85,626 $ 86,352 (1) %

$ 86,352 20.3 % $ 71,769 116.3 % $ 33,184

Net loss and LAE incurred (51,472) (51,939)

(51,939) (44,855) (23,151)

Acquisition costs (26,818) (27,151)

(27,151) (22,381) (11,111)

Other underwriting expenses (7,513) (3,682)

(3,682) (2,760) (1,946)

Underwriting income (loss) (177) 3,580

3,580 1,773 (3,024)

Net investment income (10,064) 702

702 (74.3) % 2,732 (72.3) % 9,869

Corporate and other expenses (2,703) (2,445) 11 %

(2,445) (20.6) % (3,080) (10.8) % (3,452)

Income before income taxes

$ 1,837 $ 1,425 $ 3,393

Income (loss) before income taxes $ (12,944) $ 1,837

Underwriting ratios:

2025 2024 % Point Change

2023 % Point Change 2022

60.1 % (2.4) % 62.5 % (7.3) % 69.8 %

Loss ratio 60.1 % 60.1 % —

Acquisition cost ratio 31.3 % 31.4 % (0.1)

31.4 % 0.2 % 31.2 % (2.3) % 33.5 %

Composite ratio 91.4 % 91.5 % (0.1)

91.5 % (2.2) % 93.7 % (9.6) % 103.3 %

Underwriting expenses ratio 8.8 % 4.3 % 4.5

4.3 % 0.5 % 3.8 % (2.1) % 5.9 %

Combined ratio 100.2 % 95.8 % 4.4

95.8 % (1.7) % 97.5 % (11.7) % 109.2 %

Gross Premiums Written

Gross premiums written by line of business were as follows:

2024 2023 2022 2024 to 2023 2023 to 2022

$ 24,843 26.2 % $ 19,447 21.9 % $ 5,653 11.1 % 27.7 % 244.0 %

7,800 8.2 % 6,955 7.8 % 2,617 5.2 % 12.1 % 165.8 %

4,631 4.9 % 3,998 4.5 % 7,201 14.2 % 15.8 % (44.5) %

47,311 49.9 % 50,490 57.0 % 30,816 60.7 % (6.3) % 63.8 %

10,140 10.8 % 7,712 8.8 % 4,452 8.8 % 31.5 % 73.2 %

Gross premiums written by line of business within our Innovations segment were as follows:

Year ended December 31

2025 2024 Change

Casualty $ 31,378 26 % $ 24,843 26 % $ 6,535

Financial 9,781 8 % 7,800 8 % 1,981

Health 9,087 7 % 4,631 5 % 4,456

Multiline 58,733 48 % 47,311 50 % 11,422

Specialty 12,619 10 % 10,140 11 % 2,479

Total $ 121,598 100 % $ 94,725 100 % $ 26,873

Gross premiums written in 2025 increased by $26.9 million, or 28%, compared to 2024.

The increase was predominantly attributable to:

(i) growth from existing customers in the casualty line and (ii) new customers in our financial, health, multiline (new accounts in our Syndicate 3456) and specialty lines.

This was partially offset by a non-renewed treaty and lower premium volume from certain existing customers in our multiline business.

Gross premiums written in 2023 increased by $37.9 million or 74.6%, compared to 2022.

The increase was predominantly attributable to the casualty line driven by new business and accelerated growth with existing customers, coupled with growth in our multiline driven by new business from our Syndicate 3456.

This was partially offset by a decrease in health line predominantly due to the non-renewal of a program.

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All lines of business contributed to the premium growth, particularly our multiline business due to organic premium growth and new business from Syndicate 3456.

Net Premiums Written

Ceded premiums written in 2024 was $14.7 million, resulting in net premiums written of $80.0 million, compared to $5.0 million and $83.6 million, respectively, in 2023.

The increase in ceded premiums written of 194.5% was predominantly in the casualty line and, to a lesser extent, in the multiline and specialty lines driven by quota share reinsurance treaties with our assumed customers in which they share indirectly the underwriting risks through their captives or other platforms.

Ceded premiums written in 2023 was $5.0 million, resulting in net premiums written of $83.6 million, compared to $3.4 million and $47.3 million, respectively, in 2022.

The increase in ceded premiums written was predominantly in the multiline business due to new assumed business.

For the Innovations segment, ceded premiums written in 2025 was $31.4 million, resulting in net premiums written of $90.2 million, compared to $14.7 million and $80.0 million, respectively, in 2024.

The increase in ceded premiums written was predominantly driven by the new whole-account retrocession program in which we have ceded 28% of Innovations-related programs incepting Q4 2024 onwards.

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Net Premiums Earned

Net premiums earned by line of business were as follows:

2024 2023 2022 2024 to 2023 2023 to 2022

$ 18,705 21.7 % $ 13,332 18.6 % $ 3,890 11.7 % 40.3 % 242.7 %

5,499 6.4 % 5,076 7.1 % 655 2.0 % 8.3 % 675.0 %

2,144 2.5 % 2,522 3.5 % 7,030 21.2 % (15.0) % (64.1) %

51,669 59.8 % 44,533 62.1 % 19,080 57.5 % 16.0 % 133.4 %

8,335 9.6 % 6,306 8.7 % 2,529 7.6 % 32.2 % 149.3 %

Net premiums earned by line of business within the Innovations segment were as follows:

Year ended December 31

2025 2024 Change

Casualty 24,615 29 % 18,705 22 % $ 5,910

Financial 9,428 11 % 5,499 6 % 3,929

Health 3,456 4 % 2,144 2 % 1,312

Multiline 45,053 53 % 51,669 60 % (6,616)

Specialty 3,074 4 % 8,335 10 % (5,261)

Total 85,626 100 % 86,352 100 % $ (726)

Net premiums earned in 2024 increased by $14.6 million or 20.3%, compared to 2023.

Further, net premiums earned in 2023 increased by $38.6 million or 116.3%, compared to 2022.

The increase in net premiums by line of business is relatively consistent with the trends noted for the gross premiums written.

The components of the loss ratio were as follows:

Despite the significant growth in net premiums written in 2025, the net premiums earned was relatively consistent with 2024.

This is influenced by the amount and timing of net premiums written during the current year and prior years, coupled with the business mix written in the form of excess of loss versus proportional contracts.

Additionally, as previously noted, the whole-account retrocession program for Innovations incepted from the fourth quarter of 2024;

whereas this retro program was in place for the full year in 2025.

The ceded premium on the whole-account retro program is included in the multiline business in the above table.

The components of the loss ratio within the Innovations segment were as follows:

Year ended December 31

2025 2024 % Point Change

2023 % Point Change

Current year:

Attritional loss ratio 57.5 % 60.5 % (3.0)

60.5 % (1.4) % 61.9 % 0.2 % 61.7 %

— % — % — % — % — %

Large event loss ratio 2.5 % — % 2.5

CAT event loss ratio — % — % —

Current year loss ratio 59.9 % 60.5 % (0.5)

60.5 % (1.4) % 61.9 % 0.2 % 61.7 %

Prior year reserve development ratio 0.2 % (0.3) % 0.5

(0.3) % (0.9) % 0.6 % (7.4) % 8.0 %

60.1 % (2.4) % 62.5 % (7.3) % 69.8 %

Loss ratio 60.1 % 60.1 % —

Current Year Loss Ratio

The current year loss ratio in 2024 decreased by 1.4%, compared to 2023 driven mainly by modest lower attritional loss ratio in our casualty, multiline and specialty lines due to new business;

offset predominantly by a 2023 quota share reinsurance program in financial lines, which we did not renew but continued to earn premiums in 2024.

The current year loss ratio in 2023 increased marginally by 0.2%, compared to 2022.

The current year loss ratio in 2025 decreased by 0.5 percentage points, compared to 2024 driven mainly by improved attritional loss ratio for all lines of business, offset partially by a large event loss relating to financial line of business.

The Innovations segment was not impacted by any CAT events for the years presented in the above table.

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Prior Year Reserve Development Ratio

Prior year reserve development ratio improved by 0.9% in 2024 compared to 2023, and by 7.4% in 2023 compared to 2022.

The change in prior year reserve development was unfavorable by 0.5 ratio points.

Refer to Note 8 Loss and LAE Reserves to the consolidated financial statements for further details on the lines of business and prior year development.

Acquisition cost ratio

The acquisition cost ratio increased marginally by 0.2% to 31.4% in 2024 compared to 2023.We had lower acquisition costs predominantly from the financial line due to lower profit commission relating to a non-renewed program;

offset mainly by new accounts in the multiline business, within our Syndicate 3456, at higher acquisition costs.

The acquisition cost ratio decreased by 2.3% to 31.2% in 2023 compared to 2022, primarily due to growth in net premiums earned from our Syndicate 3456 (included in multiline) to cover fixed acquisition costs, coupled with a change in business mix with growth in our casualty and specialty lines due to new accounts at lower acquisition costs.

While the acquisition cost ratio for the Innovations segment remained relatively consistent with 2024, there was variability within the lines of the business.

The increase in acquisition cost ratio, mostly from our financial line, was offset predominantly by the decrease in the specialty business.

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The increase in acquisition costs in the financial line was driven mainly by premium growth from one program at higher acquisition cost;

whereas the decrease in acquisition costs in the specialty business was driven mainly by non-renewal of certain quota share reinsurance business that had higher acquisition costs.

Underwriting expense ratio

The underwriting expense ratio increased by 0.5% to 4.3% in 2024 compared to 2023, mainly due to an increase in personnel and overhead costs to support the Innovations business growth;

partially offset by the 20.3% increase in net premiums earned to cover fixed costs.

The underwriting expense ratio decreased by 2.1% to 3.8% in 2023 compared to 2022, mainly due to the 116.3% increase in net premiums earned to cover fixed costs, partially offset by an increase in personnel costs to support the Innovations business growth.

The underwriting expense ratio increased by 4.5 percentage points to 8.8% in 2025 compared to 2024, as we invested in additional underwriters and infrastructure to drive the Innovations business growth.

The increase in personnel costs also included higher incentive compensation driven by the overall company’s underwriting performance in 2025.

Net investment income (loss)

The Innovations segment reported a net investment loss of $10.1 million in 2025, compared to net investment income of $0.7 million in 2024.

The investment performance in 2025 was predominantly driven by our Innovations private equity portfolio, primarily due to:

• $22.3 million reversal of previously recognized unrealized gains (impairment charges) on two of our private equity holdings based on new financing rounds at a reduced enterprise value, coupled with fully impaired holdings due to financial distress and a partial debt impairment.

For impairment charges based on reduced enterprise value, we calculated the fair value using valuation models incorporating significant unobservable inputs.

These include discounted cash flow analyses and option pricing models.

The key inputs and assumptions used in these models include, but are not limited to, projected cash flows provided by the investee’s management, discount rates, growth rates, volatility assumptions, and current market multiples.

Partially offsetting the above impairment charges, we had the following unrealized and realized gains in 2025:

• $8.0 million of unrealized gains from six holdings as a result of latest closed financing rounds by the respective investees, for which the fair value was based on observable price changes in orderly transactions;

• $2.1 million of realized gain on partial sales relating to two holdings.

We also earned $1.7 million of interest income on cash collateral in 2025, compared to $1.7 million in 2024.

While the yield declined in 2025, the average outstanding cash collateral was higher in 2025 compared to 2024.

Income before income taxes

The income before income taxes for Innovations was $1.8 million in 2024 compared to $1.4 million in 2023.

The increase was mainly due to an increase in underwriting income, partially offset by lower net investment income driven by net downward valuation adjustments relating to certain Innovations private investments.

The income before income taxes for Innovations was $1.4 million in 2023 compared to $3.4 million in 2022.

The decrease was driven by a decrease in net investment income mainly due to lower unrealized gains from our Innovations private investments, in part due to less favorable pricing conditions from financing rounds completed by our investees.

This was partially offset by improved underwriting performance and lower Innovations-related expenses.

The loss before income taxes for the Innovations segment was $12.9 million in 2025 compared to income before income taxes of $1.8 million in 2024.

The performance in 2025 was predominantly driven by net investment loss and, to a lesser extent, an increase in underwriting expenses.

Other Corporate

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On the quota share reinsurance treaty bound in 2023, we continued to earn premiums in 2024 and incurred additional CAT losses from severe convective storms that occurred in 2024.

For the years ended December 31, 2024, 2023, and 2022, we incurred an underwriting loss of $16.8 million, $18.4 million, and $6.0 million, respectively, including prior year adverse development of $6.2 million, $7.2 million, and $0.9 million, respectively.

This was partially offset by investment income of $1.4 million, $2.3 million, and $0.1 million, respectively, relating to this runoff business.

We have reported the results of the above property runoff business as part of Corporate in Note 17 Segment Repo rting in the consolidated financial statements.

For the years ended December 31, 2025, and 2024, we incurred an underwriting loss of $1.8 million, and $16.8 million respectively, including prior year adverse development of $2.0 million and $6.2 million, respectively.

This was partially offset by investment income of $1.0 million and $1.4 million, respectively, relating to this runoff business.

We have reported the results of the above property runoff business as part of Corporate in Note 18 Segment Reporting in the consolidated financial statements.

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Income from Investment in Solasglas

Our share of Solasglas’ net income increased by $2.1 million to $35.7 million in 2025, compared to 2024.

This increase was driven by a higher investment portfolio balance during 2025, offset partially by a lower net investment return.

For the year ended December 31, 2025, Solasglas reported a net investment return of 7.5%, compared to 9.8% for 2024.

The following table provides a breakdown of the gross and net investment return for Solasglas:

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Long portfolio gains (losses) 10.3 % 32.1 %

Short portfolio gains (losses) (2.3) (22.1)

Macro gains (losses) 4.4 3.7

Long portfolio gains 2.8 % 10.3 %

Short portfolio losses (8.1) % (2.3) %

Macro gains 14.9 % 4.4 %

Other income and expenses (1)

(1.2) % (1.6) %

Gross investment return 8.4 % 10.8 %

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For further information about management fees and performance compensation, refer to Note 16 “ Related Party Transactions ” of the consolidated financial statements.

For the year ended December 31, 2024, the significant contributors to Solasglas’ investment return were long positions in gold, Kyndryl Holdings (KD) and GRBK.

For the year ended December 31, 2025, the significant contributors to Solasglas’ investment return were long positions in gold, Brighthouse Financial Inc.

(BHF) and Teva Pharmaceutical Industries (TEVA).

The largest detractors were a long position in Lanxess AG (LXS GY) and two single-name short positions.

For the year ended December 31, 2024, the significant contributors to Solasglas’ investment return were long positions in gold, Kyndryl Holdings (KD) and Green Brick Partners (GRBK).

The largest detractors were three single-name short positions.

For the year ended December 31, 2023, the significant contributors to Solasglas’ investment return were long positions in GRBK, CONSOL Energy Inc., and a S&P 500 / U.S.

interest rate derivative position.

The most significant detractors were three single-name short positions.

Each month, we post on our website (www.greenlightre.com) the returns from our investment in Solasglas.

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At December 31, 2025 2024

Investment in related party investment fund (Solasglas) $ 387,144 84.1 % $ 258,890 78.0 %

Investment in Solasglas $ 504,555 79.7 % $ 387,144 84.1 %

Fixed maturities 65,609 10.4 % — — %

Other investments 62,911 9.9 % 73,160 15.9 %

Private investments and unlisted equities

71,867 15.6 71,157 21.4

Debt and convertible debt securities

1,293 0.3 2,136 0.6

Total other investments

$ 73,160 15.9 % $ 73,293 22.0 %

Total investments $ 633,075 100.0 % $ 460,304 100.0 %

At December 31, 2025, our total investments increased by $172.8 million, or 37.5%, to $633.1 million from December 31, 2024..

The increase was predominantly driven by $94.6 million of net contributions into Solasglas, coupled with the 9.8% net investment return in 2024.

The contributions were funded partially from cash flows from operations and from the partial release of restricted cash.

Investments in Solasglas

Investment in Solasglas

Our investment in Solasglas increased by $117.4 million to $504.6 million at December 31, 2025.

This was predominantly driven by $81.7 million of net contributions into Solasglas, coupled with the 7.5% net investment return in 2025.

The contributions were funded partially from cash flows from operations and from the partial release of restricted cash and FAL.

DME Advisors reports the composition of Solasglas’ portfolio on a delta-adjusted basis, which it believes is the appropriate manner to assess the exposure and profile of investments and reflects how it manages the portfolio.

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The following table represents the composition of Solasglas’ investments:

The following table represents the composition of Solasglas’ investments as a percentage of the investment portfolio:

At December 31,

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At December 31, 2025, Solasglas’ exposure to gold on a delta-adjusted basis was 11.9% (2024:

At December 31, 2024, 94.5% of Solasglas’ portfolio was valued based on quoted prices in actively traded markets (Level 1), 3.9% was composed of instruments valued based on observable inputs other than quoted prices (Level 2), and no instruments valued based on non-observable inputs (Level 3).

At December 31, 2025, 94.7% of Solasglas’ portfolio was valued based on quoted prices in actively traded markets (Level 1), 4.1% was composed of instruments valued based on observable inputs other than quoted prices (Level 2), and no instruments were valued based on non-observable inputs (Level 3).

At December 31, 2025, 1.2% of Solasglas’ portfolio consisted of private equity funds valued using the funds’ net asset values as a practical expedient.

Fixed Maturities

In late 2025, we began investing funds held in certain regulatory trusts for U.S.

cedents in a managed fixed maturity portfolio as well as cash held by Syndicate 3456 in a Lloyd’s approved liquidity fund to generate higher yields on these assets.

The following table provides the credit quality distribution of our fixed maturity portfolio at December 31, 2025.

Credit Rating

Fair Value AAA AA- to AA+ A to A+ Not Subject to Credit Rating

Fixed Maturities:

government and agencies $ 17,979 $ — $ 17,979 $ — $ —

Agency RMBS 18,258 — 18,258 — —

Corporate bonds 9,769 2,638 7,131 —

ABS 5,565 5,565 — — —

Non-agency RMBS 600 600

Municipal bonds 857 — 857 — —

Total fixed maturity portfolio 53,028 6,165 39,732 7,131 —

Liquidity fund 12,581 — — — 12,581

Total fixed maturity investments $ 65,609 $ 6,165 $ 39,732 $ 7,131 $ 12,581

Our methodology for assigning credit ratings to fixed maturity securities utilizes a rules-based methodology, typically employing the middle rating of Standard & Poor’s (“S&P”), Moody’s, and Fitch ratings.

When ratings from only two of these three agencies are available, the lower rating is used.

When only one agency rates a security, that rating is used.

At December 31, 2025, the fixed maturity portfolio had a weighted average credit rating of AA+, a book yield of 3.8%, and an average duration of 1.3 years.

See Notes 4 “ Fixed Maturities ” and Note 7 “ Fair Value Measureme nts ” for further details.

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Other Investments

The other investment holdings relate to private investments made by Innovations.

At December 31, 2024, total other investments decreased marginally since December 31, 2023.

During 2024 we made $1.7 million of new private investments compared to $7.1 million in the prior year.

The increase in private investments was offset by $0.9 million of proceeds from a partial sale of one our holdings, coupled with net unfavorable change in fair value.

At December 31, 2025, other investments decreased by $10.2 million to $62.9 million, from $73.2 million at December 31, 2024.

The decrease was driven mainly by net investment losses, coupled with the partial sale of two holdings during 2025.

This was partially offset by $4.1 million of new investments in 2025.

While we manage a diversified Innovations-related investment portfolio, our top five holdings accounted for 53% (2024:

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We use our restricted cash and cash equivalents primarily for funding trusts and letters of credit issued to our ceding insurers.

Our restricted cash decreased by $20.2 million, or 3.3%, from $604.6 million at December 31, 2023, to $584.4 million at December 31, 2024, primarily due to release of collateral from our ceding insurers relating to legacy contracts in runoff.

Our restricted cash decreased by $52.4 million, or 9.0%, to $532.0 million since December 31, 2024, primarily due to transferring funds held in certain regulatory trusts for U.S.

cedents into a managed fixed maturity portfolio.

Reinsurance balances receivable

Our reinsurance balances receivable increased by $85.1 million, or 13.7%, to $704.5 million from $619.4 million at December 31, 2023.

This was driven primarily by $66.7 million increase in premiums receivable, net of collections, and $19.6 million in funds withheld from new and renewed reinsurance treaties.

Our reinsurance balances receivable decreased by $40.1 million, or 5.7%, to $664.4 million since December 31, 2024.

This decrease was driven primarily by $25.8 million net reduction in funds held by cedents and $69.1 million net release of FAL;

partially offset by $58.0 million increase in premiums held by Lloyd’s syndicates.

The net release of FAL was as a result of substituting it with a £45 million LC in favor of Lloyd’s (see 10 “ Debt and Credit Facilitie s ”).

Loss and LAE Reserves;

Loss and LAE Recoverable

Our total gross loss and LAE reserves increased by $199.4 million, or 30.1%, to $861.0 million from $661.6 million at December 31, 2023.

Our total gross loss and LAE reserves increased by $107.0 million, or 12.4%, to $968.0 million since December 31, 2024.

See Note 8 “ Loss and Loss Adjustment Expense Reserves ” of the consolidated financial statements for a summary of changes in outstanding loss and LAE reserves, current year CAT losses, prior period reserve development, and analysis of our incurred and paid claims development and claims duration for each of our reporting segments.

In addition, refer to “ Critical Accounting Estimates - Loss and LAE Reserves ” within this MD&A for information on the reserving techniques, assumptions and processes we follow to estimate our loss and LAE reserves.

Our total loss and LAE recoverable increased by $60.1 million, or 234.0%, to $85.8 million since December 31, 2023, driven primarily by retrocession coverage on the current year CAT loss events and on the adverse reserve development relating to the Russian-Ukrainian conflict.

Our total loss and LAE recoverable decreased by $4.4 million, or 5.1%, to $81.4 million since December 31, 2024, mainly due to updated estimate for loss recoveries from prior years.

Virtually all the outstanding balance is based on estimated recoveries not yet due.

See Note 9 “ Retrocession ” of the consolidated financial statements for a description of the credit risk associated with our retrocessionaires.

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Catastrophe Loss Exposure

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Our PML estimates cover all significant exposures from our reinsurance operations, including property, marine and energy, motor, and catastrophe workers’ compensation.

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At January 1, 2026, our estimated largest PML at a 1-in-250-year return period for a single event and in aggregate was $138.8 million and $151.2 million, respectively, both relating to the peril of North Atlantic Hurricane, compared to $116.3 million and $129.1 million, respectively, at January 1, 2025.

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North Atlantic Hurricane $ 138,805 $ 151,247

Southeast Hurricane 99,968 99,968

Florida Hurricane 97,857 101,080

Southeast Hurricane (excluding Florida) 114,122 117,190

Gulf of Mexico Hurricane 70,841 71,377

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Pacific Northwest Earthquake 34,856 34,866

45,101 45,101

Earthquake 43,163 43,278

New Madrid Earthquake 17,924 17,924

Japan Earthquake 34,681 35,294

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• the need to maintain adequate capital levels to support our reinsurance operations;

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• the need to preserve our current “A (Excellent)” rating by A.M.

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Our sources of funds from operating subsidiaries consist primarily of premium receipts (net of brokerage and ceding commissions), investment income, and other income.

We use cash from our operations to pay losses and loss adjustment expenses, profit commissions, interest, and G&A expenses.

We use cash from our operations to pay losses and loss

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adjustment expenses, profit commissions, interest, and G&A expenses.

Our reinsurance business inherently provides liquidity as premiums are received in advance of the time claims are paid.

However, the amount of cash required to fund loss payments can fluctuate significantly from period to period due to the low frequency / high severity nature of certain types of business we write.

However, the amount of cash required to fund loss payments can fluctuate significantly from period to period due to the low frequency / high severity nature of certain types of reinsurance business we write.

The following table summarizes our sources and uses of funds:

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Effect of currency exchange on cash (1)

Net cash inflows (outflows) (6,643) (50,818)

(1,259) (345)

Net cash outflows

(5,355) (6,643)

Cash, beginning of period 649,087 655,730

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Cash provided by operating activities

The $104.0 million increase in cash provided by operating activities was driven mainly by the ebb and flow from our underwriting activities.

The $98.7 million increase in cash provided by operating activities in 2025 compared to 2024 was driven mainly by the release of FAL and higher net income.

We expect cash from operations to ebb and flow with our underwriting activities.

Cash inflows from underwriting activities generally include premiums, net of acquisition costs, and reinsurance recoverables.

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Cash used in investing activities

The $43.4 million increase in cash used for investing activities was driven predominantly by an increase in the net contribution to Solasglas.

The $52.6 million increase in cash used for investing activities was driven predominantly by the new fixed maturity investments transferred from restricted cash;

offset partially by a lower net contribution to Solasglas in 2025.

Cash used in financing activities

Financing cash outflows in 2025 were driven mainly by the $9.8 million of share repurchases and $55.3 million of debt repayments.

Financing cash outflows in 2023 were driven by the $17.2 million repurchase of convertible senior notes;

partially offset by the net proceeds from the debt refinancing where we issued $75.0 million of Term Loans to repay the remaining $62.1 million convertible senior notes.

In 2024, we had $7.5 million of share repurchases and $13.8 million of debt repayments.

Capital Resources

The following table summarizes our debt and capital structure:

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Debt - outstanding principal $ 5,000 $ 60,313

$ 60,313 $ 74,062

Shareholders’ equity 707,977 635,879

635,879 596,095

Total capital $ 712,977 $ 696,192

$ 696,192 $ 670,157

Ratio of debt to shareholders’ equity 0.7 % 9.5 %

The debt to shareholders’ equity provides an indication of our leverage and capital structure, along with some insights into our financial strength.

The ratio of debt to shareholders’ equity provides an indication of our leverage and capital structure, along with some insights into our financial strength.

In addition to the above capital, we also have LOC facilities to support our reinsurance business operations where we are not licensed or admitted as a reinsurer (see Note 10 “ Debt and Credit Facilities ” of the consolidated financial statements for further information).

As a result of a $10.0 million voluntary repayment and regular quarterly installments, our total debt (including accrued interest) decreased by $12.5 million, or 17.1%, to $60.7 million at the end of December 31, 2024, down from $73.3 million on December 31, 2023.

As a result of strong operating cash flows and a new Revolving Credit Facility, we repaid the Term loans in 2025.

At December 31, 2025, we had $5.0 million of outstanding debt under the Revolving Credit Facility.

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Total shareholders’ equity

Total shareholders’ equity increased by $39.8 million to $635.9 million, compared to $596.1 million at December 31, 2023.

The increase was primarily due to the net income of $42.8 million reported for the year, coupled with share-based compensation adjustment to additional paid-in capital.

Total shareholders’ equity increased by $72.1 million to $708.0 million since December 31, 2024.

The increase was primarily due to the net income of $74.8 million reported for the year, coupled with $7.1 million of share-based compensation adjustment to additional paid-in capital.

This was partially offset by $9.8 million of share repurchases in the open market at an average price of $13.76 per share.

At December 31, 2024, there were 34,831,324 outstanding ordinary shares, a decrease of 505,408 since December 31, 2023, mainly due to 547,402 of share repurchases offset partially by issuance of restricted shares and ordinary shares for vested RSUs, net of forfeitures.

At December 31, 2025, there were 33,897,709 outstanding ordinary shares, a decrease of 933,615 since December 31, 2024, mainly due to 714,044 shares repurchased and 376,686 forfeited restricted shares, offset partially by issuance of restricted shares and ordinary shares for vested RSUs.

We expect that the existing capital base and internally generated funds will be sufficient to implement our business strategy for the foreseeable future.

However, to provide us with flexibility and timely access to public capital markets should we require additional capital for working capital, capital expenditures, acquisitions, or other general corporate purposes, we have renewed our $200.0 million shelf registration by filing the Form S-3 registration statement with the SEC, which became effective on July 5, 2024, and will expire on July 1, 2027.

However, to provide us with flexibility and timely access to public capital markets should we require additional capital for working capital, capital expenditures, acquisitions, or other general corporate purposes, we have a $200.0 million shelf registration (Form S-3 registration statement) filed with the SEC, which became effective on July 5, 2024, and will expire on July 1, 2027.

Contractual Obligations and Commitments

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— — 5,000 — 5,000

$ 342,062 $ 354,708 $ 105,899 $ 119,675 $ 922,345

Total $ 391,754 $ 354,557 $ 133,016 $ 96,796 $ 976,123

(1) Due to the nature of our reinsurance operations, the actual amount and timing of the cash flows associated with our reinsurance contractual liabilities will fluctuate, perhaps materially, and, therefore, are highly uncertain.

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(3) See Note 10 “ Debt and Credit Facilities ” of the consolidated financial statements.

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Critical Accounting Estimates

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We record our property and casualty reinsurance premiums as premiums written based on our best estimate of the ultimate premiums for the contract period.

Our estimates are based on actuarial pricing models, information received from ceding companies, and from Lloyd’s syndicates (for FAL business).

Our estimates are based on actuarial pricing models, information

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received from ceding companies, and from Lloyd’s syndicates (for FAL business).

Further, we record reinsurance premiums so long as they meet the risk transfer criteria under U.S.

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• Excess of loss contracts :

typically the contracts state premiums as a percentage of the subject premiums written by the client, subject to a minimum and deposit premium.

The minimum and deposit premium is generally based on an estimate of subject premiums expected to be written by the client during the contract term.

At the inception of the contract, we record the total contractual minimum and deposit premium, which is subsequently adjusted when the actual subject premium is known.

typically the contracts state premiums as a percentage of the subject premiums written by the client, subject to a minimum deposit premium.

The minimum deposit premium is generally based on an estimate of subject premiums expected to be written by the client during the contract term.

At the inception of the contract, we record the total contractual minimum deposit premium, which is subsequently adjusted when the actual subject premium is known.

Generally, the adjustment to actual is not material on an aggregate basis.

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Property runoff

— 42,744 54,511

Total quota share estimated premiums

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We regularly review premium estimates.

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expected ultimate premiums, along with a review of the aging and collection of premiums.

Such review includes our 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.

We evaluate the appropriateness of the premium estimates on the basis of these reviews and record any adjustments to these estimates in the period in which they are determined.

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Accordingly, premiums are earned evenly over the contract term, which is generally 12 months.

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Line slip or proportional insurance/reinsurance contracts are generally written on a “risks attaching” basis, covering claims that relate to the underlying policies written during the terms of these contracts.

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However, the timeliness of loss reporting can be affected by such factors as the nature of the event causing the loss, the location of the loss, whether the loss is from policies in force with primary insurers or with reinsurers, and where our exposure falls within the cedent’s overall reinsurance program.

Our loss and LAE reserves are composed of case reserves (based on claims reported to us) and IBNR reserves, including the associated claims handling costs.

Our loss and LAE reserves are composed of case reserves (based on claims reported to us), including ACR, and IBNR reserves.

These reserves include the associated estimated claims handling costs.

The following table summarizes our gross reserves for loss and LAE for each of the reportable segments, by line of business, and the runoff business at December 31, 2025:

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Case reserves

Total loss and LAE reserves

Case reserves IBNR Total loss and LAE reserves

Open Market segment:

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Corporate (property business in runoff) 1,787 1,098 2,885

4,626 9,583 14,209

Total $ 233,076 $ 734,884 $ 967,960

27 % 73 % 100 %

% of total 24 % 76 % 100 %

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We determine case reserve estimates based on loss reports received.

We may establish ACR in excess of the case reserves reported by cedents if we believe the reported case reserve is inadequate based on other data points we may have.

At December 31, 2025, we had no ACR.

We determine our IBNR reserve estimates using standard actuarial methods and a combination of our own historical and current loss experience, insurance industry loss experience, assessments of pricing adequacy trends, and our professional judgment.

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The nature and extent of our judgment in the reserving process depend in part upon the type of business.

Some of our property treaty reinsurance contracts represent business with a low frequency of claims occurrence and a high potential loss severity, such as claims arising from natural catastrophes.

Some of our contracts represent business with a low frequency of claims occurrence and a high potential loss severity, such as claims arising from natural catastrophes and large loss events.

Given the nature of these events, traditional actuarial reserving methods may not be reliable indicators of the final outcome.

As such, for contracts or losses of this type, we estimate the ultimate cost associated with a single loss event rather than perform analysis on the historical development patterns of past events to estimate the ultimate losses for an entire accident year.

We estimate our reserves for these large events on a by-contract basis by reviewing policies with known or potential exposure to a particular loss event.

Specifically for catastrophe losses, we estimate our reserves for these large events on a by-contract basis by reviewing policies with known or potential exposure to a particular loss event.

For non-catastrophe losses, we apply standard actuarial methodologies in setting reserves, including paid and incurred loss development, Bornheutter-Ferguson, burning cost, and frequency and severity techniques.

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Due to the lack of standardization of the terms and conditions of reinsurance contracts, the differences in coverage provided to individual clients, and the tendency of those coverages to change rapidly in response to market conditions, we cannot always reliably measure the ongoing economic impact of such uncertainties and inconsistencies.

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Time lags are inherent in loss reporting, especially in the case of excess-of-loss reinsurance contracts.

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These procedures are incorporated in our internal controls and are regularly evaluated and amended as market conditions, risk factors, and unanticipated areas of exposure develop.

We engage an independent third-party actuarial firm to perform a quarterly reserve review and annually opine on the reasonableness and adequacy of the aggregate loss reserves.

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We engage an independent third-party actuarial firm to perform a reserve review and opine on the reasonableness and adequacy of the aggregate loss reserves.

We provide the third-party actuarial firm with our pricing models, reserving analysis, and other data.

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Investments Valuation

We carry our investment in Solasglas at fair value, based on the most recent net asset value obtained from Solasglas’ third-party administrator.

Further, Solasglas’ financial statements for the years ended December 31, 2024, 2023, and 2022 were subject to

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an independent audit in which Solasglas’ external auditors issued an unqualified opinion for these years (see “ Report of Independent Registered Public Accounting Firm ” in the Exhibits).

Other investments in our consolidated balance sheets includes private and unlisted equity securities that do not have readily determinable fair values.

We determine these private equity securities’ carrying value based on the original cost, less impairment, plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer.

We carry our investment in Solasglas at fair value, based on the most recent net asset value (“NAV”) obtained from Solasglas’ third-party administrator.

Further, Solasglas’ financial statements for the years ended December 31, 2025, 2024, and 2023 were subject to an independent audit in which Solasglas’ external auditors issued an unqualified opinion for these years (see “ Report of Independent Registered Public Accounting Firm ” in the Exhibits).

Our investment in fixed maturities are recognized at fair value.

For the fixed maturity portfolio managed by a third party, all fixed maturity securities are classified as Level 2 except for US Treasury securities which are classified as Level 1.

Refer to Note 7, “ Fair Value Measurements ” for the valuation methodologies used to determine the fair value of the fixed maturity securities by asset class .

For the liquidity fund, as a practical expedient, the fair value is based on NAV obtained from the fund’s third party administrator.

Other investments in our consolidated balance sheets includes private investments that do not have readily determinable fair values.

We determine private equity securities’ carrying value based on the original cost, less impairment, plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer.

At each reporting date, we qualitatively consider whether the investment is impaired on the basis of certain impairment indicators.

If we determine that the equity security is impaired on the basis of the qualitative assessment and the estimated fair value is less than the carrying value, we recognize an impairment loss in “Net investment income (loss)” in the consolidated statements of operations.

We determine realized gains and losses from other investments based on the specific identification method (by reference to cost or amortized cost, as appropriate).

We determine realized gains and losses

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from other investments based on the specific identification method (by reference to cost or amortized cost, as appropriate).

These gains and losses are also included in “Net investment income (loss)” in the consolidated statements of operations.

Refer to Innovations Segment - Net Investment Loss in the MD&A, for the valuation techniques and key inputs used by management to calculate the fair value of certain private equity investments during 2025 as a result of our impairment review.

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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 7. Management’s Discussion and Analysis