What changed in this filing

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Item 9A. Controls and Procedures

2026-03-09 compared with 2025-03-10 · 414 added, 355 removed, 1815 unchanged (30% of the section changed)

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There were no changes in our internal control over financial reporting during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Management’s Annual Report on Internal Control Over Financial Reporting

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Based on this evaluation, our management concluded that our system of internal control over financial reporting was effective as of December 31, 2025.

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Deloitte Ltd., an independent registered public accounting firm, which has audited the financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2025, as required under this Item 9A, which is included herein.

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and Leonard Goldberg dated April 3, 2017 and August 1, 2017 (incorporated by reference to Exhibit 10.51 of the Company’s Form 10-K filed on February 27, 2019) .

10.19 (1) Restricted Stock Award Agreement by and between Greenlight Capital Re, Ltd.

and Simon Burton dated March 15, 2018 (incorporated by reference to Exhibit 10.52 of the Company’s Form 10-K filed on February 27, 2019) .

10.20 (1) Deed of Settlement and Release, dated as of October 25, 2022, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd.

and Laura Accurso (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed October 25, 2022) .

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10.21 (1) Restricted Stock Award Agreement by and between Greenlight Capital Re, Ltd.

and Simon Burton, dated March 15, 2019 (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on May 6, 2019) .

Greenlight Capital Re, Ltd.

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10.20 Second Amended and Restated Exempted Limited Partnership Agreement of Solasglas Investments, LP, between DME Advisors II, LLC, as General Partner, Greenlight Reinsurance, Ltd., Greenlight Reinsurance Ireland, a Designated Activity Company, Greenlight Capital Re, Ltd.

and the initial limited partner, dated as of January 7, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on January 12, 2021).

and the initial limited partner, dated as of January 7, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8- Q filed on May 7, 2025 ).

Amendment No.

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and Tom Curnock (incorporated by reference to Exhibit 10.56 of the Company’s Form 10-K filed on March 9, 2020).

Amended and Restated Restricted Stock Award Agreement dated July 30, 2020, by and between Greenlight Capital Re, Ltd and Simon Burton (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed August 5, 2020).

Letter Agreement between Greenlight Reinsurance, Ltd, Greenlight Reinsurance Ireland, DAC, DME Advisors II, LLC and DME Advisors LP, effective July 1, 2020 (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q filed August 5, 2020).

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Share Ownership and Retention Policy for Executives and Non-Employee Directors (incorporated by reference to Exhibit 99.4 of the Company’s Form 8-K filed August 3, 2021)

Greenlight Capital Re, Ltd., Short-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed November 3, 2021)

Greenlight Capital Re, Ltd., Short-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed May 7, 2025 )

Amended and Restated Employment Agreement, dated as of March 6, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd.

and Faramarz Romer (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on March 9, 2023).

Deed of Settlement and Release, dated as of March 6, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd.

and Neil Greenspan (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on March 9, 2023).

Employment Agreement dated March 6, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd.

and David Sigmon.

and David Sigmon (incorporated by reference to Exhibit 10.3 5 of the Company ’ s Form 10-K filed on March 5, 2024) .

Credit Agreement, dated as of June 16, 2023, among the Company, as borrower, the subsidiaries of the Company party thereto, as subsidiary guarantors, the lenders party thereto, and CIBC Bank USA, as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on June 22, 2023).

Employment Agreement, dated as of November 3, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd.

and Greg Richardson (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on June 22, 2023).

and Greg Richardson (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed N ovember 11 , 2023).

Deed of Settlement and Release, dated as of November 3, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd.

and Simon Burton (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K on November 11, 2023).

and Simon Burton (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on November 11, 2023).

Credit Agreement, dated as of December 22, 2023, by and between Greenlight Reinsurance, Ltd.

and CIBC Bank USA, as lender.

and CIBC Bank USA, as lender (incorporated by reference to Exhibit 10.3 9 of the Company ’ s Form 10-K filed March 5 , 202 4 ).

Stock Option Agreement by and between Greenlight Capital Re, Ltd.

and Gregory Richardson dated January 4, 2024.

Consulting Agreement, dated as of March 6, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd.

and Neil Greenspan (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on March 9, 2023).

and Gregory Richardson dated January 4, 2024 (incorporated by reference to Exhibit 10.39 of the Company ’ s Form 10-K filed March 10, 202 5).

Continuing Letter of Credit Agreement, dated as of December 17, 2024, by and between HSBC Bank USA, National Association and Greenlight (incorporated by reference to Exhibit 10.42 of the Co mpany ’ s Form 10-K filed March 10, 2025) .

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Continuing Letter of Credit Agreement, dated as of December 17, 2024, by and between HSBC Bank USA, National Association and Greenlight.

Amendment and Restatement Agreement, dated as of December 19, 2024, by and between Greenlight and Citibank Europe plc.

Fee Letter for Issuance of Credits, dated as of December 19, 2024, by and between Citibank Europe plc and Greenlight.

Insurance Letters of Credit – confirmation of uncommitted facility amount, dated as of December 19, 2024, from Citibank Europe plc to Greenlight.

Amendment and Restatement Agreement, dated as of December 19, 2024, by and between Greenlight and Citibank Europe plc (incorporated by reference to Exhibit 10.4 3 of the Company’s Form 10-K filed March 10, 20 25).

Fee Letter for Issuance of Credits, dated as of December 19, 2024, by and between Citibank Europe plc and Greenlight (incorporated by reference to Exhibit 10.4 4 of the Company’s Form 10-K filed March 10, 2025).

Insurance Letters of Credit – confirmation of uncommitted facility amount, dated as of December 19, 2024, from Citibank Europe plc to Greenlight (incorporated by reference to Exhibit 10.4 5 of the Company’s Form 10-K filed March 10, 2025).

Greenlight Capital Re, Ltd.

Form of Employees’ Restricted Stock Unit Award

Form of Employees’ Restricted Stock Unit Award (incorporated by reference to Exhibit 10.4 6 of the Company’s Form 10-K filed March 10, 2025).

Greenlight Capital Re, Ltd.

Form of Directors’ Restricted Stock Unit Award

Transfer of Patrick O ’ Bri e n ’ s employment from Greenlight Reinsurance Ireland DAC to Greenlight Re Ireland Services Limited

I nsider Trading Policy

Form of Directors’ Restricted Stock Unit Award (incorporated by reference to Exhibit 10.4 7 of the Company’s Form 10-K filed March 10, 2025).

Transfer of Patrick O’Brien’s employment from Greenlight Reinsurance Ireland DAC to Greenlight Re Ireland Services Limited (incorporated by reference to Exhibit 10.4 8 of the Company’s Form 10-K filed March 10, 2025).

First Amendment to Credit Agreement with CIBC Bank USA (incorporated by reference to Exhibit 10.1 of the Company ’ s Form 10-Q filed on November 3, 2025).

Facility Letter with Citibank Europe Plc (incorporated by reference to Exhibit 10.

2 of the Company’s Form 10-Q filed on November 3, 2025).

Master Agreement relating to the Facility Letter with Citibank Europe Plc (incorporated by reference to Exhibit 10.

3 of the Company’s Form 10-Q filed on November 3, 2025).

Insider Trading Policy

21.1 Subsidiaries of the registrant.

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Greenlight Capital Re, Ltd.

Clawback Policy

Clawback Policy (incorporated by reference to Exhibit 97.1 of the Co mpany ’ s Form 10-K filed on March 5, 2 024).

99.1* Audited Financial Statements of Solasglas Investments, LP as of and for the year ended December 31, 202 5

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David Einhorn

/s/ JONNY FERRARI

Jonny Ferrari

/s/ JOHNNY FERRARI

Johnny Ferrari

/s/ URSULINE FOLEY

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Loss and loss adjustment expense reserves - Refer to Notes 2 and 8 to the consolidated financial statements

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Further, not all catastrophic events can be modeled using traditional actuarial methodologies, which increases the degree of judgment needed in estimating loss reserves for such events.

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Auditing the Company’s methods, assumptions and best estimate of the cost of the ultimate settlement and administration of claims represented by the incurred but not reported ("IBNR") claims included in recorded Loss and loss adjustment expense reserves involved especially subjective auditor judgment and an increased extent of effort, including the involvement of our actuarial specialists.

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Investment in related party investment fund, at fair value $ 504,555 $ 387,144

Fixed maturity investments, at fair value 65,609 —

Other investments 62,911 73,160

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Restricted cash and cash equivalents 531,976 584,402

Reinsurance balances receivable (net of allowance for expected credit losses of 2024:

$ 1,019 and 2023:

704,483 619,401

Loss and loss adjustment expenses recoverable (net of allowance for expected credit losses of 2024:

$ 500 and 2023:

85,790 25,687

Reinsurance balances receivable 664,381 704,483

Reinsurance recoverable on unpaid loss and loss adjustment expenses 81,392 85,790

Deferred acquisition costs 99,954 82,249

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Net premiums earned 661,144 619,954 583,147

Income from investment in related party investment fund (net of related party expenses of $ 9,808 , $ 7,954 , and $ 9,674 , respectively)

Income from investment in related party investment fund (see Note 3 )

35,711 33,605 28,696

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Income before income tax 78,311 43,565 86,930

Income tax recovery (expense) ( 749 ) ( 100 ) 816

Income tax expense ( 3,479 ) ( 749 ) ( 100 )

Net income $ 74,832 $ 42,816 $ 86,830

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Balance - beginning of period $ 3,483 $ 3,534 $ 3,482

Issue of ordinary shares, net of forfeitures 4 52 99

Issued (forfeited) shares, net ( 21 ) 4 52

Repurchase of ordinary shares ( 72 ) ( 55 ) —

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Balance - beginning of period 481,551 484,532 478,439

Cumulative effect of adoption of accounting guidance for convertible debt at January 1, 2022 — — ( 7,896 )

Repurchase of ordinary shares ( 9,753 ) ( 7,433 ) —

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Balance - beginning of period 150,845 108,029 21,199

Cumulative effect of adoption of accounting guidance for convertible debt at January 1, 2022 — — 5,362

Net income 74,832 42,816 86,830

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Net income $ 74,832 $ 42,816 $ 86,830

Adjustments to reconcile net income or loss to net cash provided by (used in) operating activities:

Adjustments to reconcile net income or loss to net cash provided by operating activities:

Income from investments in related party investment fund ( 35,711 ) ( 33,605 ) ( 28,696 )

Net realized gain on repurchases of convertible senior notes payable — ( 265 ) ( 343 )

Net realized and unrealized losses (gains) on other investments 918 ( 1,738 ) ( 9,858 )

Net realized and unrealized losses (gains) on derivatives ( 335 ) 577 —

Net realized and unrealized losses (gains) on investments 11,665 918 ( 1,738 )

Share-based compensation expense 7,091 4,456 6,145

Accretion of debt offering costs, net of change in interest accruals ( 712 ) 1,220 ( 1,696 )

Net realized gain on repurchases of convertible senior notes payable — — ( 265 )

Net realized and unrealized losses (gains) on derivatives — ( 335 ) 577

Net change in:

Reinsurance balances receivable 40,102 ( 85,082 ) ( 113,845 )

Loss and loss adjustment expenses recoverable ( 60,103 ) ( 12,449 ) ( 2,139 )

Reinsurance recoverable on unpaid loss and loss adjustment expenses 4,398 ( 60,103 ) ( 12,449 )

Deferred acquisition costs ( 17,705 ) ( 2,293 ) 2,435

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Other items, net 7,598 ( 3,358 ) 5,511

Net cash provided by (used in) operating activities 111,504 7,507 ( 31,799 )

Net cash provided by operating activities 210,212 111,504 7,507

Cash flows from investing activities

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Contributions to investment in Solasglas ( 95,700 ) ( 128,649 ) ( 130,994 )

Purchases of fixed maturity investments ( 65,632 ) — —

Sale of fixed maturity investments 69 — —

Purchases of other investments ( 4,100 ) ( 1,730 ) ( 7,136 )

Proceeds on disposal of other investments 889 6,000 —

Proceeds from sale of other investments 2,634 889 6,000

Purchases of other assets ( 441 ) ( 1,072 ) —

Net cash (used in) provided by investing activities ( 96,562 ) ( 53,133 ) 47,015

Net cash used in investing activities ( 149,170 ) ( 96,562 ) ( 53,133 )

Cash flows from financing activities

Repurchase of ordinary shares ( 9,825 ) ( 7,488 ) —

Repayment of debt ( 55,313 ) ( 13,752 ) ( 947 )

Proceeds from Term Loans — — 75,000

Repayment of Term Loans ( 13,752 ) ( 947 ) —

Repayment of convertible senior notes payable — — ( 62,147 )

Repurchase of convertible senior notes payable — — ( 17,198 )

Repurchase of shares ( 7,488 ) — ( 35 )

Net cash used in financing activities ( 65,138 ) ( 21,240 ) ( 5,292 )

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Interest paid in cash $ 4,756 $ 5,190 $ 5,121

Income tax paid (refund received) in cash

223 ( 1,022 ) 664

Income tax paid (refund received) in cash (see Note 15) $ 1,222 $ 223 $ ( 1,022 )

The accompanying Notes to the Consolidated Financial Statements are an

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• Greenlight Re Ireland Services Limited (“GRIS”), domiciled in Ireland, is a management services company which was incorporated in 2024.

Additionally, through Syndicate 3456, Greenlight Re provides a (re)insurance platform to its growing portfolio of strategic partnerships.

Additionally, through Syndicate 3456, Greenlight Re provides a (re)insurance platform to its portfolio of strategic partnerships.

Domiciled in the U.K.

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These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

The consolidated financial statements include the accounts of GLRE and the consolidated financial statements of its wholly-owned subsidiaries, and all significant intercompany transactions and balances have been eliminated on consolidation.

The consolidated financial statements include the accounts of GLRE and the financial statements of its wholly-owned subsidiaries, and all significant intercompany transactions and balances have been eliminated on consolidation.

The following amounts in the prior period consolidated financial statements have been reclassified to conform to the presentation of the current consolidated financial statements:

• In 2025, the Company updated its definition of CAT event loss to be any individual CAT loss in excess of $ 5 million, net of reinsurance recoveries.

For the various U.S.

tornadoes (including severe convective storms), the Company has aggregated these and reported the total as CAT loss in Note 8 and under the

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• The Company has reported separately “Underwriting expenses” from “Corporate and other expenses” in the consolidated statements of operations, which were previously combined and reported as “General and administrative expenses”.

This resulted in no change to the previously reported total expenses or net income.

• The Company has reclassified investment-related income from Lloyd’s syndicates which was previously presented in the consolidated statements of operations under the caption “Other income, net” to “Net investment income”.

This resulted in no change to the previously reported total revenues or net income.

Additionally, the Company has revised its reporting segments to Open Market and Innovations (see Note 17).

Prior year comparatives have been recast to conform with the new reportable segments.

“Corporate” column in the segment reporting tables in Note 18.

Accordingly, the comparative prior years’ CAT loss disclosures have been recast to conform with this change.

In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position and results of operations as at the end of December 31, 2025 and for the comparative periods presented.

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All amounts are reported in U.S.

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SIGNIFICANT ACCOUNTING POLICIES

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Investment in related party investment fund

The Company records its investment in the related party investment fund based on fair value using the net asset value practical expedient, with the Company’s share of the fund’s net income (loss) reported as “ Income (loss) from investment in related party investment fund ” in the consolidated statements of operations.

The Company records its investment in the related party investment fund based on fair value using the net asset value (“NAV”) practical expedient, with the Company’s share of the fund’s net income (loss) reported as “Income (loss) from investment in related party investment fund” in the consolidated statements of operations.

Fixed Maturity Investments

Investments in fixed maturity securities, including a liquidity fund, are classified as trading and are reported at fair value.

Investment transactions are recorded on the trade date with balances pending settlement reflected in the consolidated balance sheets as other assets for investments sold or as other liabilities for investments purchased.

Fair values of fixed maturity securities are based on pricing data received from third parties.

Fair value of liquidity fund is based on the reported NAV.

The interest income, net realized gains (losses), and unrealized gains (losses) on fixed maturities are included in net investment income in the consolidated statements of operations.

Realized gains or losses on the sale of fixed maturity investments are determined on the basis of the first in first out cost method.

Other investments

The Company’s other investments include short-term investments and private investments and unlisted equity securities without readily determinable fair values.

Short-term investments are measured at amortized cost, which approximates fair value.

These include certificate of deposit and other financial instruments with original maturities greater than three months but less than one year.

The Company measures its private investments and unlisted equity securities without readily determinable fair values at cost less impairment (if any), plus or minus observable price changes from identical or similar investments of the same issuers (the “measurement alternative”), with such changes recognized in “ Net investment income (loss) ” in the consolidated statements of operations.

The Company’s other investments consist of private investments.

The Company measures its private equity investments without readily determinable fair values at cost less impairment (if any), plus or minus observable price changes from identical or similar investments of the same issuers (the “measurement alternative”), with such changes recognized in “ Net investment income (loss) ” in the consolidated statements of operations.

The Company considers the need for impairment on a by-investment basis based on certain indicators.

Under the measurement alternative, the Company makes two types of valuation adjustments:

• When the Company observes an orderly transaction of an investee’s identical or similar equity securities, the Company adjusts the carrying value based on the observable price as of the transaction date.

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Once the Company records such an adjustment, the investment is considered an “asset measured at fair value on a nonrecurring basis.”

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Once the Company records such an adjustment, the investment is considered an “asset measured at fair value on a nonrecurring basis.”

The Company measures its private debt (including convertible debt) investments at amortized cost, which approximates fair value.

Cash and Cash Equivalents

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For any reporting lag, the Company estimates premiums written based on the portion of the estimated ultimate premiums relating to the risks bound during the lag period.

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For multi-year contracts, reinsurance premiums are recorded at the inception of the contract based on management’s best estimate of total premiums to be received.

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Unearned premiums ceded represent the unexpired portion of reinsurance obtained.

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Acquisition Costs

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● case reserves for loss and LAE resulting from claims notified to the Company by its clients;

● additional case reserves in excess of the case reserves reported by cedents based on the Company’s internal assessment;

● reserves for estimated loss and LAE incurred by insureds and reinsureds but not yet reported (“IBNR”) to the Company, including unknown future developments on loss and LAE that are known to the Company.

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These estimates are reviewed by the Company’s reserving committee at least quarterly and adjusted as necessary.

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The final settlement of losses may vary, perhaps materially, from the reserves recorded.

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This information typically includes, but is not limited to, data related to premiums, losses, exposure, business mix, industry performance, and associated trends covering as much history as deemed appropriate.

The level of detail within the data obtained varies greatly depending on the underlying contract, line of business, client, and coverage provided.

The level of detail within the data obtained varies greatly depending on the underlying contract, line of business, client,

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and coverage provided.

In all cases, the Company requests each client to provide data for each reporting period, which, depending on the contract, could be on a monthly or quarterly basis.

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Ultimate losses are estimated by modifying expected loss ratios to the extent losses paid to date differ from what would have been expected based upon the selected paid loss development pattern.

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This method avoids some distortions that could result from a large development factor being applied to a small base of paid losses to calculate ultimate losses.

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The Company’s gross aggregate reserves are the sum of the best estimate reserves of all portfolio exposures.

Generally, IBNR loss reserves are calculated by estimating the ultimate incurred losses and subtracting cumulative paid claims and case reserves.

Generally, IBNR loss reserves are calculated by estimating the ultimate incurred losses and subtracting cumulative

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paid claims and case reserves.

Each quarter, the Company’s Reserving Committee, led by the Chief Actuary, meets to assess the adequacy of our loss reserves based on the reserve analysis and recommendations prepared by the Company’s reserving department.

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The Company regularly evaluates its net credit exposure to assess the ability of cedents and retrocessionaires to honor their respective obligations.

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Deposit Assets and Liabilities

The Company applies deposit accounting to reinsurance contracts that do not transfer sufficient insurance risk to merit reinsurance accounting.

Under deposit accounting, the Company recognizes an asset or liability based on its paid or received consideration.

The deposit asset or liability balance is subsequently adjusted using the interest method with the corresponding income and expense recorded in the Company’s consolidated statements of operations under “ Other income ” and “ Deposit interest expense ,” respectively.

The Company records deposit assets and liabilities in its consolidated balance sheets in “ Reinsurance balances receivable ” and “ Reinsurance balances payable ,” respectively.

At December 31, 2024, deposit assets and liabilities were nil and $ 3.6 million, respectively (December 31, 2023:

$ 0.9 million and $ 5.2 million, respectively).

Net investment income (loss)

The Company records interest income and interest expense on an accrual basis.

Any realized and unrealized gains or losses from other investments are determined on the basis of the specific identification method (by reference to cost or amortized cost, as appropriate).

Any realized and unrealized gains or losses from private investments (included in other investments) are determined on the basis of the specific identification method (by reference to cost or amortized cost, as appropriate).

Additionally, net investment income (loss) includes realized and unrealized gains (losses) on derivative instruments.

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The Company applies no forfeiture rate to restricted shares granted to directors, which vest over a maximum twelve-month period.

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Determining the fair value of share purchase options at the grant date requires significant estimation and judgment.

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Monetary assets and liabilities in foreign currencies are converted at the exchange rate in effect at the balance sheet date.

Non-monetary assets and liabilities denominated in foreign currencies are carried at their historical exchange rates.

Derivative instruments

The Company recognizes derivative financial instruments in the consolidated balance sheets at their fair values.

The Company’s derivatives do not qualify as hedges for financial reporting purposes.

The Company records the associated assets and liabilities in its consolidated balance sheets on a gross basis.

The Company does not offset these balances against collateral pledged or received.

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Non-monetary assets and liabilities denominated in foreign currencies are carried at their historical exchange rate .

The Company’s other assets consist primarily of prepaid expenses, right-of-use lease assets, leasehold improvements, derivative assets, taxes recoverable, and deferred tax assets.

Other Liabilities

The Company’s other liabilities consist primarily of accruals for legal and other professional fees, employee bonuses and severances, taxes payable, derivative liabilities, and lease liabilities.

The Company’s other liabilities consist primarily of accruals for legal and other professional fees, employee bonuses and severances, taxes payable, deferred tax liabilities, derivative liabilities, and lease liabilities.

Comprehensive Income (Loss)

The Company has no comprehensive income or loss other than the net income or loss disclosed in the consolidated statements of operations.

Earnings (Loss) Per Share

The Company has issued unvested restricted stock awards, some of which contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid.

These awards are considered “participating securities” for the purposes of calculating earnings (loss) per share.

Basic earnings per share is calculated on the basis of the weighted average number of ordinary shares and participating securities outstanding during the period.

Diluted earnings (or loss) per share includes the dilutive effect, if any, of the following:

• RSUs issued that convert to ordinary shares upon vesting;

• Unvested restricted share awards which are not considered “participating securities”;

• Additional potential ordinary shares issuable when in-the-money stock options are exercised, determined using the treasury stock method;

• Effective January 1, 2022, the dilutive effect of the convertible notes calculated using the if-converted method.

Under the if-converted method, the convertible notes are assumed to be converted at the beginning of the period.

The resulting common shares are included in the denominator of the diluted net income per common share calculation.

Interest expense related to the convertible notes incurred in the period is added back to the numerator for purposes of the if-converted calculation.

Diluted earnings (or loss) per share contemplates a conversion to ordinary shares of all convertible instruments only if they are dilutive.

In the event of a net loss, all RSUs, stock options, shares potentially issuable in connection with convertible notes, and participating securities are excluded from the calculation of both basic and diluted loss per share as their inclusion would be anti-dilutive.

Earnings (Loss) Per Share (“EPS”)

The Company calculates EPS in accordance with FASB ASC Topic 260, Earnings per Share .

Basic EPS is based on weighted average common shares and exclude any dilutive securities (e.g.

stock options, and RSUs).

Diluted EPS assumes the exercise/conversion of all dilutive securities.

The Company records current and deferred income taxes based on enacted tax laws and rates applicable in the relevant jurisdiction in the period in which the tax becomes accruable or realizable.

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Recently Issued Accounting Standards Adopted

On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures .

The new ASU requires incremental disclosures related to a public entity’s reportable segments but does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments.

The Company adopted this new ASU for its year ended December 31, 2024 (see Note 17).

In December 2023, FASB issued ASU 2023-09, Income Taxes Topic (740) - Improvements to Income Tax Disclosures, which provides more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

While early adoption is permitted, a public company should apply the amendments prospectively.

The Company adopted this ASU for the annual reporting period beginning on January 1, 2025 on a prospective basis, which did not have a material impact on the Company’s consolidated financial statements.

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Recently Issued Accounting Standards Not Yet Adopted

In December 2023, FASB issued ASU 2023-09, Income Taxes Topic (740) - Improvements to Income Tax Disclosures .

The new ASU provides more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

While early adoption is permitted, a public company should apply the amendments prospectively.

This ASU is effective for the Company’s 2025 year-end financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”).

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cost of sales, general and administrative expenses, and research and development).

The ASU 2024-03 is effective for public business entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years after December 15, 2027.

ASU 2024-03 is effective for public business entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the disclosure impact of the above new ASUs.

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The Company is currently evaluating the disclosure impact of this guidance.

INVESTMENT IN RELATED PARTY INVESTMENT FUND

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$ 387.1 million), representing 81.4 % (December 31, 2024:

72.7 %) of Solasglas’ total capital.

77.9 %) of Solasglas’ total capital, and 71.3 % (December 31, 2024:

60.9 %) of the Company’s total shareholders’ equity.

DME II held the remaining 18.6 % (December 31, 2024:

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The Company’s share of Solasglas’ income from operations for the years ended December 31, 2025, 2024, and 2023, was $ 35.7 million, $ 33.6 million, and $ 28.7 million, respectively, and shown in the caption “Income from investment in related party investment fund” in the Company’s consolidated statements of operations.

At December 31, 2024, the Company’s investment in Solasglas represented 60.9 % (December 31, 2023:

43.4 %) of total shareholders’ equity.

The Company has determined that for its fiscal year ended December 31, 2025, the Company’s investment in Solasglas met at least one of the conditions of a significant subsidiary under SEC’s Regulation S-X, Rule 3-09.

Accordingly, the audited financial statements for Solasglas have been attached as an exhibit (Exhibit 99.1) to this Form 10-K.

The summarized financial statements of Solasglas are presented below.

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The summarized financial statements of Solasglas are presented below.

Summarized Statements of Financial Condition of Solasglas Investments, LP

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Total assets 906,189 743,939

Liabilities and partners’ capital

Investments sold short, at fair value ( 275,794 ) ( 234,977 )

Derivative contracts, at fair value ( 6,670 ) ( 4,452 )

Due to brokers — ( 17,398 )

Capital withdrawals payable ( 1,010 ) ( 4,000 )

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GLRE’s share of Partners' capital $ 504,555 $ 387,144

$ 387,144 $ 258,890

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Summarized Statements of Operations of Solasglas Investments, LP

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GLRE’s share of the increase in Partners' capital $ 35,711 $ 33,605 $ 28,696

$ 33,605 $ 28,696 $ 54,844

1 The net increase in Partners’ capital is net of management fees and performance allocation presented below:

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Year ended December 31,

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See Note 16 for further details on management fees and performance allocation.

FIXED MATURITY INVESTMENTS

For certain regulatory trust accounts used as collateral for reinsurance clients, the funds are invested in fixed maturity securities.

Accordingly, these investments are restricted for reinsurance clients.

The following table summarizes the fair value of fixed maturity investments:

December 31, 2025

Fixed maturity securities:

government and agencies $ 17,979

Agency residential mortgage-backed securities ("RMBS") 18,258

Corporate bonds 9,769

Asset-back securities ("ABS") 5,565

Non-agency RMBS 600

Municipal bonds 857

Total fixed maturity securities 53,028

Liquidity fund 12,581

Total fixed maturity investments, at fair value $ 65,609

There were no fixed maturity securities at December 31, 2024.

The following table summarizes the net realized and unrealized gains (losses) for the fixed maturity investments:

Year ended December 31, 2025

Net realized gains (losses) $ —

Change in net unrealized gains (losses) 49

Net realized and unrealized gains (losses) for fixed maturity investments $ 49

OTHER INVESTMENTS

The Company’s other investments consist of:

• Private investments, unlisted equities, and debt and convertible debt instruments, which consist primarily of Innovations-related investments supporting technology innovators in the (re)insurance market (See Note 17).

At December 31, 2024, the breakdown of the Company’s other investments was as follows:

Cost Unrealized

The Company’s other investments primarily consist of Innovations-related private investments supporting technology innovators in the (re)insurance market (See Note 18).

At December 31, 2025 Cost Unrealized

gains Unrealized

losses Accrued interest Fair value / carrying value

Private investments and unlisted equities $ 28,111 $ 51,076 $ ( 7,320 ) $ — $ 71,867

Debt and convertible debt securities 2,713 — ( 1,510 ) 90 1,293

Private equity securities $ 29,787 $ 38,086 $ ( 6,054 ) $ — $ 61,819

Private debt securities 1,585 — ( 572 ) 79 $ 1,092

Total other investments $ 31,372 $ 38,086 $ ( 6,626 ) $ 79 $ 62,911

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At December 31, 2023, the breakdown of the Company’s other investments was as follows:

Cost Unrealized

At December 31, 2024 Cost Unrealized

gains Unrealized

losses Accrued interest Fair value / carrying value

Private investments and unlisted equities $ 28,470 $ 49,424 $ ( 6,737 ) $ — $ 71,157

Debt and convertible debt securities 2,499 — ( 499 ) 136 2,136

Private equity securities $ 28,111 $ 51,076 $ ( 7,320 ) $ — $ 71,867

Private debt securities 2,713 — ( 1,510 ) 90 $ 1,293

Total other investments $ 30,824 $ 51,076 $ ( 8,830 ) $ 90 $ 73,160

The following table presents the carrying values of the private investments and unlisted equity securities carried under the measurement alternative at December 31 st and the related adjustments recorded during the years then ended.

2024 2023 2022

Carrying value (1)

Private equities

Measurement alternative

During the years ended December 31, 2025, 2024, and 2023, the Company made further investments in equity securities in privately held entities that do not have readily determinable fair values.

In accordance with ASC 321-10-35-2, the Company has elected to apply the measurement alternative to these new investments.

Adjustments for observable price changes and impairments

The Company recognized the following adjustments to the carrying values of the private investments and unlisted equity securities, resulting from observable price changes in orderly transactions and impairments:

2025 2024 2023

Upward carrying value changes (2)

Upward adjustments (1)

$ 8,072 $ 2,908 $ 7,262

Downward carrying value changes and impairment (3)

Downward adjustments and impairments (2)

$ ( 21,757 ) $ ( 3,311 ) $ ( 5,003 )

(1) The period-end carrying values reflect cumulative purchases and sales in addition to upward and downward carrying value changes.

(2) The cumulative upward carrying value changes from inception to December 31, 2024, totaled $ 53.5 million.

(3) The cumulative downward carrying value changes and impairments from inception to December 31, 2024, totaled $ 9.7 million.

(1) The cumulative upward adjustments from inception to December 31, 2025, for outstanding holdings totaled $ 59.7 million.

(2) The cumulative downward adjustments and impairments from inception to December 31, 2025, for outstanding holdings totaled $ 29.6 million.

For certain impairment charges in the above table, the Company used valuation models to estimate the fair value, which incorporated significant unobservable inputs including projected cash flows provided by the investee’s management, discount rates, growth rates, volatility assumptions, and current market multiples.

Debt securities

During the year ended December 31, 2025, the Company recognized impairment charges of $ 0.6 million (2024:

$ 1.1 million, 2023:

$ 0.5 million) relating to private debt securities.

Net investment income

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The following table shows the breakdown of the Company’s restricted cash and cash equivalents, along with a reconciliation of the total cash, cash equivalents, and restricted cash reported in the consolidated statements of cash flows:

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December 31, 2025 December 31, 2024

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Cash securing letters of credit issued 310,688 312,855

Cash securing Loan Facility 10,000 10,000

Cash securing debt facility 10,000 10,000

Other 7,159 4,751

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Total cash, cash equivalents, and restricted cash $ 643,732 $ 649,087

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Where the Company operates as a non-admitted carrier in certain foreign jurisdictions, regulatory trust accounts and letters of credit are issued to cedents.

Additionally, the Company has provided cash collateral for the Loan Facility (see Note 9).

Additionally, the Company has provided cash collateral for the Revolving Credit Facility (see Note 10).

FAIR VALUE MEASUREMENTS

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Assets measured at fair value on a nonrecurring basis

At December 31, 2024 and 2023, the Company held $ 63.4 million and $ 61.3 million, respectively, of private investments and unlisted equities measured at fair value on a nonrecurring basis.

At December 31, 2025 and 2024, the Company held $ 53.3 million and $ 63.4 million, respectively, of private equities measured at fair value on a nonrecurring basis.

At December 31, 2025, the Company held $ 9.6 million (2024:

$ 9.9 million) of private investments and unlisted equities measured at cost.

$ 8.5 million) of private equities measured at cost.

The Company classifies these investments as Level 3 within the fair value hierarchy.

The following table summarizes the periods between the most recent fair value measurement dates and December 31, 2024, for the private and unlisted equities measured at fair value on a nonrecurring basis:

The following table summarizes the periods between the most recent fair value measurement dates and December 31, 2025, for the private equities measured at fair value on a nonrecurring basis:

Less than 6 months 6 to 12 months Over 1 year Total

Fair values measured on a nonrecurring basis $ 25,197 $ 4,376 $ 23,712 $ 53,285

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Assets measured at fair value on a recurring basis

Fixed maturity investments

The following table summarizes the fair value hierarchy for the Company’s fixed maturity portfolio.

At December 31, 2025 Level 1 Level 2 Level 3 Total

government and government agencies $ 11,988 $ 5,991 $ — $ 17,979

Agency RMBS — 18,258 — 18,258

Corporate bonds — 9,769 — 9,769

ABS — 5,565 — 5,565

Non-agency RMBS — 600 600

Municipal bonds $ — $ 857 $ — 857

Total $ 11,988 $ 41,040 $ — $ 53,028

The following describes the valuation methodologies used to determine the fair value of the fixed maturity securities by asset class:

government and government agencies :

include bonds issued by the U.S.

Treasury and mortgage pass-through agencies such as the Federal National Mortgage Association (“FNMA”), the Federal Home Loan Mortgage Corporation (“FHLMC”) and the Government National Mortgage Association (“GNMA”).

The fair value of U.S.

Treasury securities is based on unadjusted quoted market prices in active markets;

accordingly, these are classified as Level 1.

The fair value of U.S.

government agency securities is determined using the spread above the risk-free yield curve.

As the yields for the risk-free yield curve and the spreads are observable market inputs, these are classified as Level 2.

consist of bonds issued by FNMA, FHLMC, and GNMA.

The fair value of these securities is priced using a mortgage pool specific model which uses daily inputs from the active to be announced market and the spread associated with each mortgage pool based on vintage.

As the significant inputs used to price these securities are observable market inputs, these are classified as Level 2.

• Corporate bonds :

consist of investment grade debt of a variety of corporate issuers and industries.

The fair value for these securities is generally determined using the spread above the risk-free yield curve.

These spreads are generally obtained from the new issue market, secondary trading and broker-dealer quotes.

As the yields for the risk-free yield curve and the spreads are observable market inputs, these are classified as Level 2.

include investment grade bonds backed by pools of loans with a variety of underlying collateral, including auto loans, credit card receivables, and collateralized loan obligations, originated by a variety of financial institutions.

The fair value of these securities is determined using a model which uses prepayment speeds and spreads sourced primarily from the new issue market.

As the significant inputs used to price these securities are observable market inputs, these are classified as Level 2.

• Municipal bonds :

consist revenue bonds and general obligation bonds by U.S.

domiciled state and municipal entities.

The fair value for these securities is determined using spreads obtained from the new issue market, trade prices, and broker-dealers quotes.

As the significant inputs used to price these securities are observable market inputs, these are classified as Level 2.

The fair value for the liquidity fund is based on the NAV published by the fund and therefore the fair value of this fund has not been classified within the fair value hierarchy.

The liquidity fund has daily redemption with proceeds available the next day.

Derivative financial instruments

The Company uses interest rate swaps in connection with its risk management activities to hedge 50% of the interest rate risk relating to the outstanding Term Loans (see Note 9).

The interest rate swaps are carried at fair value and are determined using a market approach valuation technique based on significant observable market inputs from third-party pricing vendors.

Accordingly, the interest rates swaps are classified as Level 2 within the fair value hierarchy.

These derivative instruments are not designated as accounting hedges under U.S.

For the years ended December 31, 2024 and 2023, the Company recognized an unrealized loss for the above derivatives of $ 0.3 million and an unrealized gain of $ 0.6 million, respectively, which is included in “ Interest expense ” in the consolidated statements of operations.

The unrealized loss / gain is reported as “ Net change in unrealized gains and losses on investments and derivatives ” in the consolidated statements of cash flows.

The derivative liability is included in “ Other liabilities ” in the consolidated balance sheets.

The Company used interest rate swaps in connection with its risk management activities to hedge 50 % of the interest rate risk relating to the outstanding Term Loans (see Note 10).

As a result of the new Revolving Credit Facility, the Company has terminated this hedging program in August 2025.

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For the years ended December 31, 2025, 2024 and 2023, the Company recognized unrealized gain of nil , unrealized gain of $ 0.4 million, and an unrealized loss of $ 0.6 million, respectively, for the above derivatives.

This is included in “Interest expense” in the consolidated statements of operations and is reported as “ Net realized and unrealized losses (gains) on derivatives ” in the consolidated statements of cash flows.

Financial Instruments Disclosed, But Not Carried, at Fair Value

At December 31, 2024, the carrying value of debt and convertible debt securities within “Other Investments” (see Note 4) and the Term Loans approximates their fair values.

At December 31, 2025, the carrying value of private debt securities (see Note 4) and the outstanding debt under the Revolving Credit Facility (see Note 10) approximates their fair values.

The Company classifies these financial instruments as Level 2 within the fair value hierarchy.

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Foreign exchange and translation adjustment 18,208 ( 5,536 ) 7,926

( 5,536 ) 7,926 ( 9,752 )

Net balance at December 31 886,568 775,179 635,867

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At December 31, 2025 and 2024, the Company’s net reserves for losses and LAE include estimated amounts for several catastrophe and weather-related events (the “CAT losses”).

The determination of the net reserves for losses and LAE related to CAT events represent the Company’s best estimate of losses and LAE that have been incurred at December 31, 2024.

The determination of the net reserves for losses and LAE related to CAT events represent the Company’s best estimate of losses and LAE that have been incurred at December 31, 2025, and 2024.

The determination of these net reserves for losses and LAE is estimated by management after a catastrophe occurs by completing an in-depth analysis of individual contracts which could potentially have been impacted by the CAT event.

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• catastrophe bulletins published by various independent statistical reporting agencies;

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• estimates of the size of insured industry losses from the CAT event and the Company’s corresponding market share;

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• a review of the coverage provided by the Company’s retrocession contracts (ceded reinsurance).

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While the Company believes its estimate of net reserves for losses and LAE is adequate for CAT losses that have been incurred at December 31, 2025 based on current facts and circumstances, the Company monitors changes in paid and incurred losses in relation to each catastrophe in subsequent reporting periods and adjustments are made to estimates of ultimate losses for each event if there are developments that are different from previous expectations.

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CAT events in 2025

During the year ended December 31, 2024, the Company incurred net CAT losses of $ 57.5 million driven mainly by the Baltimore Bridge collapse, Hurricanes Helene and Milton, the severe convective storms in the U.S.

tornados”) and various marine, energy and aviation related events.

During the year ended December 31, 2025, the Company incurred CAT losses of $ 26.3 million relating to the California wildfires in January 2025.

There were no loss recoveries associated with this event.

CAT events in 2024

During the year ended December 31, 2024, the Company incurred net CAT losses of $ 46.3 million driven mainly by the Baltimore Bridge collapse, Hurricanes Helene and Milton, and the severe convective storms in the U.S.

CAT events in 2023

During the year ended December 31, 2023, the Company incurred net CAT losses of $ 20.7 million driven mainly by the U.S.

tornados and a Mexican state-owned oil platform fire loss.

CAT events in 2022

During the year ended December 31, 2022, the Company incurred net CAT losses of $ 39.7 million driven mainly by the Russian-Ukraine conflict and Hurricane Ian.

Prior Year Reserve Development

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Open Market Segment

• The net adverse reserve development in 2024 was composed of $ 18.4 million of reserve strengthening predominantly driven by the Russian-Ukrainian conflict over aviation losses due to additional uncertainties over judicial rulings interpreting applicable coverages and contracts in place and the future behavior of the Russian government and airlines.

Additionally, the Company had reserve strengthening on the casualty line (various underwriting years) due to current economic and social inflation trends.

This was partially offset by $ 3.4 million of favorable reserve development predominantly on financial and specialty lines (various underwriting years).

• The net adverse reserve development in 2023 was composed of $ 28.6 million of reserve strengthening predominantly on the casualty line (various underwriting years) due to current economic and social inflation trends, coupled with a final claim settlement on a professional liability contract (2008 underwriting year).

This was partially offset mainly by $ 25.0 million of net favorable reserve development on the financial, property (CAT related), and specialty lines due to better than expected loss emergence (2020-2022 underwriting years).

• The net favorable reserve development in 2022 was composed of $ 16.0 million of favorable reserve development predominantly on the financial line (2017-2020 underwriting years) and property line (various pre-2021 years property CAT events) due to better than expected loss emergence.

This was partially offset by $ 12.5 million of reserve strengthening predominantly on the casualty line (2014-2021 underwriting years) due to current economic and social inflation trends.

• The net adverse reserve development in 2025 was composed of $ 55.4 million of reserve strengthening predominantly on the following lines of business:

◦ the casualty line (various accident years) due to current economic and social inflation trends;

◦ the financial line (2021 to 2024 accident years) due to worse than expected loss emergence for transactional liability business;

◦ the multiline business (2022 accident year) stemming from BOP & multiline commercial, and commercial auto business predominantly.

This was partially offset by $ 45.1 million of favorable reserve development on property stemming from benign catastrophe loss activity primarily on the 2024 accident year.

Additionally, specialty lines of business benefited from management’s recognition of favorable reported loss emergence in the best estimate of its

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This was driven primarily by excess of loss reinsurance contracts covering accident years 2023 and 2024, where reported loss experience for events remained benign throughout the period in the portfolio.

Additionally, the Company had reserve strengthening on the casualty line (various accident years) due to current economic and social inflation trends.

This was partially offset by $ 3.4 million of favorable reserve development predominantly on financial and specialty lines (various accident years).

• The net adverse reserve development in 2023 was composed of $ 28.6 million of reserve strengthening predominantly on the casualty line (various accident years) due to current economic and social inflation trends, coupled with a final claim settlement on a professional liability contract (2008 accident year).

Innovations Segment

• The net favorable reserve development in 2024 was composed of $ 1.8 million mainly on the health line (mostly 2020-2021 underwriting years) due to better than expected loss emergence, offset partially by $ 1.5 million reserve strengthening on financial, multiline, and specialty lines.

• The net adverse reserve development in 2023 was composed of $ 1.2 million of reserve strengthening predominantly on the multiline business (2021 underwriting year) due to current economic and social inflation trends.

The adverse development was offset partially by $ 0.8 million favorable reserve development on specialty business (2021 underwriting year) due to better than expected loss emergence.

• The net adverse reserve development in 2022 was composed of $ 2.9 million of reserve strengthening predominantly on the health line (2020 underwriting year).

The adverse development was offset partially by $ 0.2 million of favorable reserve development on the multiline business.

• The net adverse reserve development in 2025 was composed of $ 2.8 million of reserve strengthening predominantly on the financial line (2022-2023 accident years) due to a higher volume of claims than expected.

This was partially offset by $ 2.7 million of favorable reserve development predominantly on the multiline business (including Syndicate 3456).

• The net favorable reserve development in 2024 was composed of $ 1.8 million mainly on the health line (mostly 2020-2021 accident years) due to better than expected loss emergence, offset partially by $ 1.5 million reserve strengthening on financial, multiline, and specialty lines.

• The net adverse reserve development in 2023 was composed of $ 1.2 million of reserve strengthening predominantly on the multiline business (2021 accident year) due to current economic and social inflation trends.

The adverse development was offset partially by $ 0.8 million favorable reserve development on specialty business (2021 accident year) due to better than expected loss emergence.

Corporate - Runoff Business

Corporate represents the runoff business relating to the Company’s property business not renewed in 2024 as a result of significant CAT losses driven by the U.S.

tornados (2021-2023 underwriting years) and Winter Storm Elliott (2022 underwriting year).

The adverse prior year reserve development for the three years presented in the above table relate to these CAT events.

tornados (2021-2023 accident years) and Winter Storm Elliott (2022 accident year).

The adverse prior year reserve development for the three years presented in the above table relates to these CAT events.

Net Incurred and Paid Claims Development Tables by Accident Year

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This treatment prevents changes in foreign currency exchange rates from distorting the claims development between the years presented.

Additionally, for assumed contracts, the Company does not generally receive claims information by accident year from the ceding insurers but instead receives claims information by the treaty year of the contract.

Additionally, for assumed proportional contracts, the presentation of net incurred and paid claims development tables by accident year is challenging due to the need to allocate loss information to the appropriate accident years.

The Company does not generally receive claims information by accident year from the ceding insurers but instead receives claims information by the treaty year of the contract.

Claims reported by the ceding insurer to the Company may have the covered losses occurring in an accident year other than the treaty year.

Some incurred and paid claims have been allocated to the accident years for the loss development tables based on the proportion of premiums earned for each contract during such accident year.

The totals in the tables below may not sum due to rounding.

To the extent that management’s assumptions and

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allocation procedures differ from the actual loss development patterns, the actual loss development may differ materially from the net incurred and paid claims development presented in the tables below.

The totals in the tables below may not sum due to rounding.

Open Market Segment

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Liabilities for claims and claims adjustment expenses, net of reinsurance (Casualty) $ 237,659

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Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)

11.6 % 17.0 % 14.9 % 11.9 % 11.1 % 12.3 % 7.0 % 4.4 % 3.7 % 6.1 %

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Open Market - Financial

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Liabilities for claims and claims adjustment expenses, net of reinsurance (Financial) $ 72,256

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Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)

14.0 % 25.8 % 23.2 % 18.0 % 11.5 % 5.9 % 1.2 % 0.3 % 0.1 % — %

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Open Market - Health

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2022 3,003 3,546 3,542 3,542

2022 3,003 3,546 3,542

Total 123,345

All outstanding liabilities before 2016, net of reinsurance —

Liabilities for claims and claims adjustment expenses, net of reinsurance (Motor Casualty) $ 213

Liabilities for claims and claims adjustment expenses, net of reinsurance (Health)

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Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)

57.3 % 41.5 % 1.2 % — % — % — % — % — % — % — %

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Open Market - Multiline

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Liabilities for claims and claims adjustment expenses, net of reinsurance (Multiline) $ 236,653

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Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)

45.1 % 36.5 % 11.5 % 4.4 % 0.8 % 0.7 % 0.4 % 0.3 % 0.2 % 0.1 %

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Open Market - Property

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Liabilities for claims and claims adjustment expenses, net of reinsurance (Property) $ 63,064

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Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)

48.1 % 33.5 % 8.8 % 3.8 % 3.0 % 1.5 % 0.9 % 0.2 % 0.1 % 0.1 %

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Open Market - Specialty

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2024 9,502 25,378

Total 141,770

All outstanding liabilities before 2016, net of reinsurance —

Liabilities for claims and claims adjustment expenses, net of reinsurance (Specialty) $ 178,776

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Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)

13.3 % 22.5 % 21.5 % 20.1 % 8.8 % 6.0 % 3.7 % 2.4 % 1.7 % — %

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Innovations Segment

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Total $ 35,589 $ 34,353

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Innovations - Casualty

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2022 15 18 18 19

2023 146 11 91

All outstanding liabilities before 2016, net of reinsurance —

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(1) Due to lack of payment history for Innovations segment, the above table is based on the Open Market segment for same line of business.

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Innovations - Financial

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Total $ 15,143 $ 7,349

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Innovations - Financial

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2021 — — — — —

2022 3 16 32 260

2023 81 669 2,317

2024 2,001 2,932

All outstanding liabilities before 2016, net of reinsurance —

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(1) Due to lack of payment history for Innovations segment, the above table is based on the Open Market segment for same line of business.

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Innovations - Health

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Total $ 44,897 $ 564

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Innovations - Health

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Corporate - Runoff Business

Corporate - Property

Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2025

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2024 27,354 27,739 1,412

2024 27,588 5,061

Total 119,308 $ 1,999

Corporate - Property

Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance

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Total Open Market segment 788,650 74,877 863,527

691,186 79,631 770,817

Casualty 34,353 — 34,353

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Total Innovations segment 89,307 5,629 94,936

71,079 3,689 74,768

Corporate - Runoff Property 1,999 886 2,885

7,315 2,470 9,785

Total $ 879,956 $ 81,392 961,348

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Year ended December 31, 2025 2024 2023

2024 2023 2022

Gross ceded premiums $ 81,852 $ 77,070 $ 42,762

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Failure of retrocessionaires to honor their obligations could result in losses to the Company.

The following table shows a breakdown of losses recoverable on a gross and net of collateral basis:

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The following table shows a breakdown of losses recoverable on a gross and net of collateral basis:

December 31, 2025 December 31, 2024

Net of Collateral (1)

Gross Net of Collateral (1)

A- or better by A.M.

$ 82,181 $ 63,979 $ 8,767 $ 8,767

4,109 2,027 17,407 2,432

Best $ 78,874 $ 70,799 $ 82,181 $ 63,979

Not rated 3,035 812 4,109 2,027

Total before provision 81,909 $ 71,611 $ 86,290 $ 66,006

86,290 $ 66,006 $ 26,174 $ 11,199

Provision for credit losses ( 517 ) ( 500 )

( 500 ) ( 487 )

Total loss and loss adjustment expenses recoverable, net

$ 85,790 $ 25,687

Total reinsurance recoverable, net $ 81,392 $ 85,790

(1) Collateral is in the form of cash, letters of credit, funds withheld, and/or cash collateral held in trust accounts.

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December 31, 2025 December 31, 2024

Revolving credit facility $ 5,000 $ —

Term loans — 60,313

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deferred financing costs ( 276 ) ( 487 )

( 487 ) ( 781 )

Total debt $ 4,724 $ 60,749

Revolving credit facility

On September 3, 2025, the Company executed a First Amendment to its Credit Agreement originally dated June 26, 2023 (the “Amended Credit Agreement”), providing for a $ 50 million revolving credit facility (the “Revolving Credit Facility”).

The proceeds were used to fully refinance the remaining $ 50 million Term Loans.

This non-cash transaction was accounted for as a debt extinguishment.

The outstanding loans under the Revolving Credit Facility accrue interest at a rate equal to Term Secured Overnight Financing Rate (SOFR) plus 3.25 % per annum.

During the year ended December 31, 2025, the Company repaid $ 45 million of the outstanding Revolving Credit Facility.

The Amended Credit Agreement continues to be secured by a first-priority lien on a collateral account with a minimum balance of $ 10.0 million.

The Company was in compliance with all covenants relating to the Amended Credit Agreement at December 31, 2025.

On June 16, 2023, the Company entered into a Credit Agreement (the “Credit Agreement”) with a group of banks (the “Banks”), for which CIBC Bank USA is acting as administrative agent.

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The Loan Facility matures on August 1, 2026.

During the year ended December 31, 2024, the Company partially repaid $ 13.8 million of the outstanding Term Loans.

During the year ended December 31, 2023, the Company borrowed $ 75.0 million from the Loan Facility of which $ 62.1 million was used to repay all of the outstanding Convertible Senior Notes (see below), with the remaining proceeds for general corporate purposes.

The Company also partially repaid $ 0.9 million of the outstanding Term Loans.

The interest rate on the outstanding Terms Loans was 8.8 % at December 31, 2024 ( 8.9 % at December 31, 2023).

To manage interest rate risk, the Company hedged 50 % of the floating interest rate on the Term Loans (see Note 6).

The Company was in compliance with all covenants relating to the Loan Facility at December 31, 2024.

Senior Convertible Notes

On August 7, 2018, the Company issued $ 100.0 million of senior unsecured convertible notes (the “Convertible Notes”), with a maturity date of August 1, 2023.

The Convertible Notes paid interest at 4.0 %, payable semi-annually on February 1 and August 1 of each year beginning February 1, 2019.

The conversion price was $ 17.19 per ordinary share of the Company.

During the year ended December 31, 2023 the Company repurchased and canceled $ 17.5 million of the Convertible Notes, respectively, resulting in realized gains of $ 0.3 million, which is included in “ Other income ” in the consolidated statements of operations.

As noted above, the Company fully repaid the remaining outstanding Convertible Notes on August 1, 2023, from the proceeds of the new Term Loans.

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During the year ended December 31, 2025, the Company partially repaid $ 10.3 million of the outstanding Term Loans.

During the year ended December 31, 2024, the Company partially repaid $ 13.8 million of the outstanding Term Loans.

Financing Costs

The Company incurred $ 0.9 million of issuance costs relating to the Credit Agreement, which are deferred and amortized through the maturity of the Loan Facility.

The remaining unamortized deferred financing costs are reported separately in the above table.

For the year ended December 31, 2025, the Company recognized interest expense of $ 4.4 million (2024:

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At December 31, 2025, the Company had letters of credit (“LC”) facilities with the following financial institutions:

Termination Date

$ 275,000 $ 230,621 December 19, 2025

HSBC 100,000 — December 17, 2025

CIBC 200,000 82,126 December 31, 2025

$ 575,000 $ 312,747

The LC facilities are cash collateralized (see Note 5) and are subject to various customary affirmative, negative and financial covenants.

Capacity LCs issued

HSBC $ 100,000 $ —

Citibank 275,000 173,618

CIBC 200,000 136,805

Total LCs in favor of cedants $ 575,000 $ 310,423

Citibank FAL £ 50,000 £ 45,000

Except for the above LC facilities are cash collateralized (see Note 6) and are subject to various customary affirmative, negative and financial covenants.

At December 31, 2025, the Company was in compliance with all LC facilities covenants.

Citi LC Facility

On December 19, 2024, the Company amended its LC agreement with Citibank Europe plc (“Citibank”) dated August 20, 2010 to an uncommitted $ 275 million LC facility (the “Uncommitted Citibank LC Facility”).

The LC previously issued under the former facility have been transferred to the Uncommitted Citibank LC Facility, and additional LC or similar or equivalent instruments under the Uncommitted Citibank LC Facility may be issued at Citibank’s sole discretion.

The Uncommitted Citibank LC Facility may be terminated at any time by either the Company or Citibank upon written notice;

however, upon termination of this facility, any existing LC will remain outstanding.

HSBC LC Facility

On December 17, 2024, the Company entered into a Continuing Letter of Credit Agreement with HSBC Bank USA, National Association (“HSBC”), providing for an uncommitted $ 100 million LC facility (the “Uncommitted HSBC LC Facility”).

The Uncommitted HSBC LC facility may be terminated at any time by either the Company or HSBC upon written notice;

however, upon termination of this facility, any existing LC will remain outstanding.

The Uncommitted HSBC LC facility may be terminated by either the Company or HSBC upon written notice;

provided that such termination shall not terminate any letters of credit then-outstanding under this facility.

Citibank LC Facility

The Uncommitted Citibank LC Facility may be terminated by Citibank upon written notice to the Company;

provided that the termination date shall not be earlier than the expiry date of any then-outstanding under this facility.

CIBC LC Facility

On December 22, 2023, the Company entered into a credit agreement with CIBC Bank USA (“CIBC”) for a $ 200.0 million committed LOC facility (the “CIBC LC Facility”), with a $ 30.0 million sublimit for unsecured LC (the “CIBC Revolving Credit Facility”).

The CIBC LC Facility will terminate on December 21, 2026, subject to automatic 1-year extensions unless a termination noticed is provided by CIBC or the Company at least 120 days prior to the then-applicable termination date.

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Citibank FAL Facility

In 2025, the Company, through its subsidiary, entered into an uncommitted and unsecured £ 50 million letter of credit facility arrangement with Citibank Europe plc (“Citibank”).

This facility was established to support the Company’s Funds at Lloyd’s business (the “Citibank FAL”).

Upon the issuance of a £ 45 million LC in favor of Lloyd’s, Lloyd’s released $ 60.7 million in cash to the Company (original FAL).

Concurrently with this transaction, the Parent has provided a guarantee to Citibank, requiring the Parent to make payment in the event that the respective subsidiary fails to meet its obligations when due.

At December 31, 2025, the maximum potential amount of future payments the Parent could be required to make under this guarantee was £ 45 million.

The Citibank FAL LC facility may be terminated by Citibank upon written notice to Lloyd’s and the Company;

provided that the termination date shall not be earlier than December 31st of the fourth anniversary of such termination date.

SHARE CAPITAL

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2025 2024 2023

Ordinary Class A Class B Class A Class B

Ordinary Ordinary Ordinary Class A Class B

Balance – beginning of year 34,831,324 35,336,732 — 28,569,346 6,254,715

Issue of shares, net of forfeitures 41,994 64,719 447,952 — 984,548 —

Repurchase of shares ( 547,402 ) — — — ( 4,933 ) —

Issue of shares for vested RSUs (see Note 12)

100,793 77,993 64,719 77,695 —

Issue of restricted shares to employees — — — 470,610 —

Issue of restricted shares to directors 56,322 58,751 — 65,394 —

Forfeiture of restricted shares (see Note 12) ( 376,686 ) ( 94,750 ) — ( 165,747 ) —

Repurchase of ordinary shares ( 714,044 ) ( 547,402 ) — — —

Re-designate Class B to Class A shares — — — 6,254,715 ( 6,254,715 )

8 unchanged sentences

For the year ended December 31, 2025, the Company repurchased 714,044 ordinary shares for $ 9.8 million (2024:

547,402 ordinary shares for $ 7.5 million).

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Preferred Shares

1 unchanged sentence

At December 31, 2025, the Company has no issued and outstanding preferred shares.

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SHARE-BASED COMPENSATION

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Share-based awards contain restrictions relating to vesting (service-based and/or performance-based), forfeiture in the event of termination of employment, transferability, and other matters.

Employee and Director Restricted Shares

Restricted Shares

The following table summarizes the activity for unvested outstanding restricted share awards (“RSs”):

12 unchanged sentences

Balance at December 31, 2025 347,581 $ 10.87 111,248 $ 11.45

For the year ended December 31, 2024, the Company issued no RSs to employees and 58,751 (2023:

65,394 ) to non-employee directors as part of their remuneration for services to the Company (included in “Service RSs” column in the above table).

They will vest on the earlier of (i) the first anniversary of the date of the share issuance and (ii) the Company’s next annual general meeting, subject to the grantee’s continued service with the Company.

During the vesting period, non-employee directors retain voting rights on these RSs;

but they are not entitled to any dividends declared until the RSs vest.

For the year ended December 31, 2023, the Company granted to employees (i) 357,766 restricted shares with both performance and service-based vesting conditions (“Performance RSs”) and (ii) 177,563 restricted shares with only service-based vesting conditions (“Service RSs”).

Most of these Service RSs vest evenly each year on January 1, subject to the grantee’s continued service with the Company.

If performance goals are achieved, the Performance RSs will cliff vest at the end of a three-year performance period within a range of 25 % and 100 % of the awarded Performance RSs, with a target of 50 %.

For the year ended December 31, 2025, the Company granted 56,322 Service RSs (2024:

58,751 ) to independent directors as part of their remuneration for services to the Company.

These will vest on the earlier of (i) the first anniversary of the date of the share issuance and (ii) the Company’s next annual general meeting, subject to the grantee’s continued service with the Company.

During the vesting period, the independent directors retain voting rights on these Service RSs;

but they are not entitled to any dividends declared until the Service RSs vest.

At December 31, 2025, there was $ 0.5 million (2024:

2 unchanged sentences

$ 3.4 million).

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Employee Restricted Stock Units

Restricted Stock Units

The following table summarizes the activity for unvested outstanding restricted stock units (“RSUs”) during the years ended December 31, 2025, and 2024:

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Performance RSUs

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The Service RSUs granted to employees vest evenly over three years on January 1, subject to the grantee’s continued service with the Company.

If performance goals are achieved, the Performance RSUs granted to employees in 2024 will cliff vest at the end of a three-year performance period within a range of 50 % and 200 % of the awarded Performance RSUs, with a target of 100 %.

If performance goals are achieved, the Performance RSUs granted to employees in 2024 and 2025 will cliff vest at the end of a three-year performance period within a range of 0 % and 200 % of the awarded Performance RSUs, with a target of 100 %.

For Performance RSUs granted to employees prior to 2024, these will cliff vest at the end of a three-year performance period within a range of 25 % and 100 % of the awarded Performance RSUs, with a target of 50 %.

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Employee and Director Stock Options

During the year ended December 31, 2025, no stock options were granted to employees.

During the year ended December 31, 2024, 250,000 ordinary share purchase options were granted to the Company’s CEO, pursuant to his employment contract.

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Balance at December 31, 2024 870,319 18.52 8.17 0.7 4.2 years

Expired ( 40,683 ) 26.67 12.29

Balance at December 31, 2025 829,636 $ 18.12 $ 7.96 $ — 3.4 years

The following table summarizes information about options exercisable:

4 unchanged sentences

Intrinsic value

During the year ended December 31, 2024, no options vested (2023:

$ 0.2 $ — $ —

During the year ended December 31, 2025, 50,000 options vested (2024:

The options that vested in 2025 had a weighted average grant date fair value of $ 4.31 .

At December 31, 2025, the total compensation cost related to non-vested options not yet recognized was $ 0.3 million (2024:

$ nil ), which the Company expects to recognize over a weighted-average period of 2.7 years

$$ 0.6 million), which the Company expects to recognize over a weighted-average period of 2.2 years

Stock Compensation Expense

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The following table reconciles net income and weighted average shares used in computing basic and diluted EPS:

Year ended December 31,

Years ended December 31,

2025 2024 2023

1 unchanged sentence

Net income - basic $ 74,832 $ 42,816 $ 86,830

interest on convertible notes — — 4,201

gain on repurchase of convertible notes

Net income - diluted $ 74,832 $ 42,816 $ 86,830

$ 42,816 $ 86,830 $ 29,200

Denominator for EPS:

1 unchanged sentence

Effect of dilutive employee and director share-based awards 685,705 555,881 729,885

Shares potentially issuable in connection with convertible notes — — 5,493,538

Weighted average shares outstanding - diluted 34,502,525 34,653,453 34,797,859

Anti-dilutive stock options outstanding 579,636 870,319 652,140

Earnings per share:

Basic $ 2.21 $ 1.26 $ 2.55

3 unchanged sentences

Years ended December 31, 2025 2024 2023

2024 2023 2022

Interest and dividend income, net of withholding taxes and other expenses $ 25,267 $ 32,425 $ 35,629

Investment income (loss) from Lloyd's syndicates 14,447 6,041 ( 5,789 )

Investment income from Lloyd's syndicates 10,855 14,447 6,041

Net realized and unrealized gains on fixed maturities (see Note 4) 49 — —

Net realized and unrealized gains (losses) on other investments (see Note 5) ( 11,714 ) ( 918 ) 1,738

3 unchanged sentences

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Foreign Operations

The following is a summary of the Company's income before taxes and income taxes allocated between domestic (Cayman Islands) and foreign operations:

Year ended December 31, 2025 2024 2023

Income before income taxes:

Domestic $ 57,612 $ 35,363 $ 71,311

Foreign 20,699 8,202 15,619

Total income before income taxes $ 78,311 $ 43,565 $ 86,930

Income taxes:

Domestic $ — $ — $ —

Foreign ( 3,479 ) ( 749 ) ( 100 )

Total income taxes $ ( 3,479 ) $ ( 749 ) $ ( 100 )

Components of Income Taxes

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Year ended December 31, 2025 2024 2023

Current income tax benefit (expense):

Ireland ( 1,653 ) ( 730 ) —

United Kingdom (U.K.) 215 119 ( 587 )

( 73 ) ( 138 ) ( 100 )

Current tax (expense) benefit:

Europe $ ( 611 ) $ ( 587 ) $ ( 30 )

Deferred income tax benefit (expense):

Ireland — — ( 1,698 )

( 1,968 ) — —

Deferred tax (expense) benefit:

Europe — ( 1,698 ) ( 442 )

Decrease in deferred tax valuation allowance — 2,285 442

Income tax (expense) benefit $ ( 749 ) $ ( 100 ) $ 816

Decrease in valuation allowance — — 2,285

Total income tax expense ( 3,479 ) ( 749 ) ( 100 )

Effective Tax Rate Reconciliation

Under current Cayman Islands law, no corporate entity, including GLRE and Greenlight Re, is obligated to pay taxes in the Cayman Islands on either income or capital gains.

The Company has an undertaking from the Governor-in-Cabinet of the Cayman Islands, pursuant to the provisions of the Tax Concessions Act, as amended, that, in the event that the Cayman Islands enacts any legislation that imposes a tax on profits, income, gains, or appreciations, or any tax in the nature of estate duty or inheritance tax, such tax will not be applicable to GLRE, Greenlight Re nor their respective operations, or to the ordinary shares or related obligations, before January 22, 2045.

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The following shows the reconciliation between Company's domicile federal statutory tax rate of 0% and the effective tax rate:

Year Ended Year Ended Year Ended

December 31, 2025 December 31, 2024 December 31, 2023

Amount Percent Amount Percent Amount Percent

Income before income taxes $ 78,311 $ 43,565 $ 86,930

Cayman Islands - Federal tax rate $ — — % $ — — % $ — — %

Foreign tax effects

Statutory tax difference between

Ireland and Cayman Islands ( 1,517 ) ( 1.9 ) % ( 649 ) ( 1.5 ) % ( 1,611 ) ( 1.9 ) %

Other ( 137 ) ( 0.2 ) % ( 83 ) ( 0.2 ) % ( 87 ) ( 0.1 ) %

United Kingdom

Statutory tax difference between

UK and Cayman Islands ( 2,006 ) ( 2.6 ) % ( 605 ) ( 1.4 ) % ( 588 ) ( 0.7 ) %

Other 253 0.3 % 726 1.7 % — — %

United States

Statutory tax difference between

and Cayman Islands ( 114 ) ( 0.1 ) % ( 124 ) ( 0.3 ) % ( 80 ) ( 0.1 ) %

Other 42 0.1 % ( 14 ) — % ( 19 ) — %

Changes in Valuation Allowances — — % — — % 2,285 2.6 %

Income tax expense and effective tax rate $ ( 3,479 ) ( 4.4 ) % $ ( 749 ) ( 1.7 ) % $ ( 100 ) ( 0.2 ) %

GRIL and GRIS are incorporated in Ireland and therefore are subject to the Irish corporation tax rate of 12.5% on its trading income and 25% on its non-trading income (same tax rates for 2024 and 2023).

Greenlight Re UK and GCM are incorporated in the United Kingdom and therefore are subject to the U.K.

corporate tax rate of 25% on their respective profits (same tax rates for 2024 and 2023).

Verdant is incorporated in Delaware and therefore is subject to taxes in accordance with the U.S.

4 unchanged sentences

Verdant’s tax years 2019 and beyond remain open and may be subject to examination by the IRS.

Greenlight Re UK and GCM are incorporated in the United Kingdom and therefore are subject to the U.K.

corporate tax rate of 25% (2023:

25% and 2022:

19%) on their respective profits.

Deferred Tax Assets

The following table provides details of the significant components of deferred tax assets:

December 31, 2024 December 31, 2023

Deferred tax assets:

Operating and capital loss carryforwards $ 374 $ 1,087

Valuation allowance

Deferred tax assets, net of valuation allowance

Income Taxes Paid

The following table shows the breakdown of income taxes paid (refund received) by significant jurisdictions:

Years ended December 31, 2025 2024 2023

$ 99 $ 223 $ ( 1,022 )

At December 31, 2024, the Company has determined that it is more likely than not that it will fully realize the recorded deferred tax asset in the future based on the expected timing of the reversal of the temporary differences and the likelihood of generating sufficient taxable income to realize the future tax benefit.

Tax Loss Carryforwards

At December 31, 2024, GRIL had a net operating loss carryforward of $ 3.0 million (2023:

$ 8.7 million) which can be carried forward indefinitely.

Ireland 44 — —

Total income taxes paid (refund received) $ 1,222 $ 223 $ ( 1,022 )

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Deferred Tax Assets and Liabilities

The following table provides details of the significant components of deferred tax assets and liabilities:

At December 31, 2025 2024

Deferred tax assets

Operating and capital loss carryforwards $ — $ 374

Deferred tax liabilities

Lloyd's deferred year of account results $ 1,968 $ —

RELATED PARTY TRANSACTIONS

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Service Agreement

The Company has entered into a service agreement with DME Advisors, pursuant to which DME Advisors provides certain investor relations services to the Company for compensation of five thousand dollars per month (plus expenses).

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The agreement automatically renews annually until terminated by either the Company or DME Advisors for any reason with 30 days prior written notice to the other party.

3 unchanged sentences

The CMA can be terminated by any of the parties upon 30 days’ prior written notice to the other parties.

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Separation Agreement with Former CEO

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The following is a summary of the material financial terms of the Separation Agreement:

• $ 2.4 million cash severance payable over 18 months and $ 0.3 million salary continuance to April 30, 2024 (these have been accrued and included in “ Other liabilities ” in the consolidated balance sheets);

• $ 2.4 million cash severance payable over 18 months and $ 0.3 million salary continuance to April 30, 2024;

• $ 1.5 million non-cash charge for accelerated vesting for Mr.

1 unchanged sentence

Burton’s remaining 532,035 performance restricted shares in which the service condition is no longer a requirement for vesting (see Note 12);

• $ 1.6 million grant date fair value of performance restricted shares to be granted in March 2024.

As a result of the above Separation Agreement, the Company recognized a total charge of $ 4.3 million including the incremental share-based compensation cost for the modified grants for the year ended December 31, 2023.

• $ 1.6 million grant date fair value of performance RSU granted in March 2024.

As a result of the above Separation Agreement, the Company had recognized a total charge of $ 4.3 million including the incremental share-based compensation cost for the modified grants for the year ended December 31, 2023 assuming the performance restricted shares would vest at target.

During the year ended December 31, 2025, the Company recognized an additional charge of $ 2.1 million (2024:

$ 1.0 million) relating to the performance restricted shares/units granted in 2022, 2023, and 2024 as a result of adjustments based on actual results.

COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

The Company monitors its concentration of credit risk with financial institutions and limits acceptable counterparties based on current rating, outlook and other relevant factors.

The Company’s credit risk exposure to private debt and convertible debt securities within its “ Other investments ” are immaterial (see Note 4).

The Company’s fixed maturities portfolio is exposed to potential losses arising from diminishing creditworthiness of issuers of bonds.

The fixed maturities portfolio is managed by an external investment manager in accordance with the Company’s investment guidelines and the underlying investment guidelines set by the respective regulatory trusts.

At December 31, 2025, there was no fixed maturity security that exceeded 10% of the Company’s shareholders’ equity.

The Company’s credit risk exposure to private debt securities within its “Other investments” are immaterial (see Note 5).

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Reinsurance balances receivable, net

5 unchanged sentences

Funds held by cedants 32,337 4.9 % 58,183 8.3 %

58,183 8.3 % 50,075 8.1 %

Premiums held by Lloyds' syndicates

4 unchanged sentences

6,459 1.0 % 2,103 0.3 %

Deposit assets

— — % 888 0.1 %

Total before provision

10 unchanged sentences

The Company monitors its concentration of credit risks from brokers (see Note 18).

The diversity in the Company’s client base limits credit risk associated with premiums

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receivable and funds (premiums) held by cedents.

The diversity in the Company’s client base limits credit risk associated with premiums receivable and funds (premiums) held by cedents.

Further, under the reinsurance contracts the Company has contractual rights to offset premium balances receivable and funds held by cedants against corresponding payments for losses and loss expenses.

3 unchanged sentences

b) Lease Obligations

The Company operates in the Cayman Islands, United Kingdom, and Ireland under various non-cancelable operating lease agreements.

The Company’s operating lease agreements relate to office space in the Cayman Islands, United Kingdom, and Ireland.

The Company’s weighted-average remaining operating lease term is approximately 5.3 years at December 31, 2025.

As the lease contracts generally do not provide an implicit discount rate, the Company used the weighted-average discount rate of 6.0 % to determine the present value of lease payments.

This discount rate represents the Company’s incremental borrowing rate for a term similar to that of the associated lease based on information available at the commencement date.

For operating leases that have a lease term of more than 12 months, the Company recognizes a lease liability and a right-of-use asset in the Company's consolidated balance sheets at the present value of the lease payments at the lease commencement date.

As the lease contracts generally do not provide an implicit discount rate, the Company used its incremental borrowing rate to determine the present value of lease payments.

The Company’s incremental borrowing rate represents the borrowing rate for a term similar to that of the associated lease based on information available at the commencement date.

The Company has made an accounting policy election not to include renewal, termination, or purchase options that are not reasonably certain of exercise when determining the borrowing term.

At December 31, 2024, the right-of-use assets and lease liabilities relating to the operating leases were $ 0.9 million and $ 1.0 million, respectively (2023:

At December 31, 2025, included in other assets and other liabilities in the consolidated balance sheets are the right-of-use assets of $ 2.7 million and lease liabilities of $ 2.7 million, respectively, relating to the operating leases (2024:

$ 0.9 million and $ 1.0 million, respectively).

For the year ended December 31, 2024, the Company recognized operating lease expense $ 0.7 million (2023:

For the year ended December 31, 2025, the Company recognized operating lease expense of $ 0.6 million (2024:

$ 0.7 million, 2023:

$ 0.6 million).

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At December 31, 2025, the commitment for operating lease liabilities for future annual periods was as follows:

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While the Company cannot predict the outcome of legal disputes with certainty, the Company does not believe that any existing dispute, when finally resolved, will have a material adverse effect on the Company’s business, financial condition, or operating results.

d) Unsecured Citibank FAL Facility

At December 31, 2025, Citibank issued £ 45 million unsecured LC in favor of Lloyd’s, for which the Parent has provided a guarantee to Citibank.

Refer to “Credit Facilities” in Note 10 for additional information.

SEGMENT REPORTING

For the quarter and year ended December 31, 2024, the Company has amended its reportable segments as follows:

The Company has two reportable segments:

In the Open Market segment, the Company underwrites reinsurance business, sourced through the brokerage distribution channels and Lloyd’s.

2 unchanged sentences

Casualty, Financial, Health, Multiline, Property and Specialty.

In the Innovations segment, the Company provides reinsurance capacity to startup companies and MGAs based globally, sourced mainly through direct placements with its strategic partners (see Note 4).

In the Innovations segment, the Company provides reinsurance capacity to startup companies and MGAs based globally, sourced mainly through direct placements with its strategic partners.

This segment also includes business written by Syndicate 3456.

1 unchanged sentence

Casualty, Financial, Health, Multiline and Specialty.

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The Company’s reportable segments each have executive leadership who are responsible for their performance and who are directly accountable to the CODM.

The change in reportable segments was driven by the appointment of a new CEO, who is the CODM.

The Company’s reportable segments each have executive leadership who are responsible for their performance and who are directly accountable to the CODM, who is the Company’s CEO.

The CODM reviews the financial performance of the reportable segment to assess the achievement of strategic initiatives, the efficiency of the deployed capital, and how to allocate resources to the reportable segments based on the segment’s financial performance.

In addition to its reportable segments, the Company has a Corporate category included in the below tables, which includes runoff business (see Note 8), corporate expenses, income from investment in Solasglas, foreign exchange gains (losses), interest expense and income taxes.

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The table below provides information about the Company’s reportable segments, including the reconciliation to net income as reported under U.S.

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Net loss and LAE incurred ( 358,396 ) ( 51,472 ) ( 1,724 ) ( 411,592 )

( 341,586 ) ( 51,939 ) ( 33,744 ) ( 427,269 )

Acquisition costs ( 158,465 ) ( 26,818 ) 430 ( 184,853 )

1 unchanged sentence

Deposit interest expense, net ( 421 ) — — ( 421 )

( 1,228 ) — — ( 1,228 )

Underwriting income (loss) 37,636 ( 177 ) ( 1,808 ) 35,651

Reconciliation to income before income taxes:

Net investment income 42,629 702 2,623 45,954

Net investment income (loss) 32,036 ( 10,064 ) 2,485 24,457

Corporate and other expenses — ( 2,703 ) ( 18,904 ) ( 21,607 )

2 unchanged sentences

Interest expense ( 4,366 ) ( 4,366 )

Income before income taxes

$ 47,710 $ 1,837 $ ( 5,982 ) $ 43,565

Income (loss) before income taxes $ 69,672 $ ( 12,944 ) $ 21,583 $ 78,311

Additional information:

1 unchanged sentence

Attritional losses $ ( 303,968 ) $ ( 49,219 ) $ 234 $ ( 352,953 )

$ 290,961 $ 52,235 $ 5,780 $ 348,976

35,681 — $ 21,808 $ 57,489

Prior year adverse (favorable) loss development

14,944 ( 296 ) $ 6,156 $ 20,804

Large event losses $ ( 17,894 ) $ ( 2,100 ) $ — $ ( 19,994 )

CAT event losses ( 26,253 ) — — ( 26,253 )

Prior year favorable (adverse) loss development ( 10,281 ) ( 153 ) ( 1,958 ) ( 12,392 )

Total net loss and LAE incurred $ ( 358,396 ) $ ( 51,472 ) $ ( 1,724 ) $ ( 411,592 )

$ 341,586 $ 51,939 $ 33,744 $ 427,269

Total allocated assets (1)

$ 480,110 $ 130,076 $ 1,559,597 $ 2,169,783

(1) For the purpose of the above reportable segments table, the Company has reclassified $ 2.1 million of deposit interest income from “Other income, net” to “Deposit interest expense, net” relating to reinsurance contracts that did not meet the risk transfer requirement under U.S.

(1)The Company does not allocate assets to reporting segments, with the exception of restricted cash used to collateralized certain reinsurance transactions, including FAL, and Innovations-related private investments.

6 unchanged sentences

Net loss and LAE incurred ( 341,586 ) ( 51,939 ) ( 33,744 ) ( 427,269 )

( 262,290 ) ( 44,855 ) ( 52,859 ) ( 360,004 )

Acquisition costs ( 144,852 ) ( 27,151 ) ( 4,772 ) ( 176,775 )

1 unchanged sentence

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

( 2,687 ) — — ( 2,687 )

Underwriting income (loss) 5,081 3,580 ( 16,836 ) ( 8,175 )

4 unchanged sentences

Foreign exchange gains (losses) ( 5,606 ) ( 5,606 )

Other income, net

Interest expense ( 5,836 ) ( 5,836 )

Income before income taxes

$ 85,942 $ 1,425 $ ( 437 ) $ 86,930

Income (loss) before income taxes $ 47,710 $ 1,837 $ ( 5,982 ) $ 43,565

Additional information:

1 unchanged sentence

Attritional losses $ ( 290,961 ) $ ( 52,235 ) $ ( 5,780 ) $ ( 348,976 )

$ 243,440 $ 44,425 $ 32,162 $ 320,027

15,264 — 13,507 28,771

Prior year adverse (favorable) loss development

3,586 430 7,190 11,206

Large event losses $ ( 11,218 ) $ — $ — $ ( 11,218 )

CAT event losses ( 24,463 ) — ( 21,808 ) ( 46,271 )

Prior year favorable (adverse) loss development ( 14,944 ) 296 ( 6,156 ) ( 20,804 )

Total net loss and LAE incurred $ ( 341,586 ) $ ( 51,939 ) $ ( 33,744 ) $ ( 427,269 )

$ 262,290 $ 44,855 $ 52,859 $ 360,004

Total allocated assets (1)

8 unchanged sentences

Net loss and LAE incurred ( 262,290 ) ( 44,855 ) ( 52,859 ) ( 360,004 )

( 268,659 ) ( 23,151 ) ( 24,675 ) ( 316,485 )

Acquisition costs ( 136,356 ) ( 22,381 ) ( 10,140 ) ( 168,877 )

1 unchanged sentence

Deposit interest expense, net ( 2,687 ) — — ( 2,687 )

( 6,717 ) — — ( 6,717 )

Underwriting income (loss) 48,591 1,773 ( 18,372 ) 31,992

4 unchanged sentences

Foreign exchange gains (losses) 11,566 11,566

Other income 265 265

Interest expense ( 5,344 ) ( 5,344 )

Income before income taxes $ 3,236 $ 3,393 $ 17,897 $ 24,526

Income (loss) before income taxes $ 85,942 $ 1,425 $ ( 437 ) $ 86,930

Additional information:

1 unchanged sentence

Attritional losses $ ( 243,440 ) $ ( 44,425 ) $ ( 32,162 ) $ ( 320,027 )

$ 235,179 $ 20,482 $ 20,989 $ 276,650

36,967 0 2,750 39,717

Prior year adverse (favorable) loss development

( 3,487 ) 2,669 936 118

Large event losses ( 8,068 ) — — ( 8,068 )

CAT event losses ( 7,196 ) — ( 13,507 ) ( 20,703 )

Prior year favorable (adverse) loss development ( 3,586 ) ( 430 ) ( 7,190 ) ( 11,206 )

Total net loss and LAE incurred $ ( 262,290 ) $ ( 44,855 ) $ ( 52,859 ) $ ( 360,004 )

$ 268,659 $ 23,151 $ 24,675 $ 316,485

Total allocated assets (1)

3 unchanged sentences

The net investment income includes:

• Interest income earned on restricted cash (see Note 5 - Restricted Cash and Cash Equival ents ) and FAL balances directly attributable to each of the segments;

• Realized and unrealized gains (losses) on private investments directly attributable to Innovations segment (see Note 4 - Other Investments ).

• Interest income earned on restricted cash (see Note 6 - Restricted Cash and Cash Equivalents ) and FAL balances directly attributable to each of the segments;

• Interest income and realized and unrealized gains (losses) relating to the fixed maturity portfolio attributable to Open Market segment (see Note 4 - Fixed Maturity Investments );

• Realized and unrealized gains (losses) relating to the private investments directly attributable to Innovations segment (see Note 5 - Other Investments ).

The Company had no intersegment revenues for the years ended December 31, 2025, 2024, and 2023.

4 unchanged sentences

The following table presents gross premiums written by the geographical location of the Company’s subsidiaries:

Year ended December 31,

2024 2023 2022

Years ended December 31,

2025 2024 2023

Ireland $ 156,537 20.2 % $ 160,736 23.0 % $ 95,371 15.0 %

United Kingdom 273,470 35.4 176,336 25.3 192,699 30.3

176,336 25.3 192,699 30.3 — —

Cayman Islands 343,254 44.4 361,263 51.7 348,740 54.8

$ 773,261 100.0 % $ 698,335 100.0 % $ 636,810 100.0 %

$ 698,335 100.0 % $ 636,810 100.0 % $ 563,171 100.0 %

STATUTORY REQUIREMENTS

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$ 295.2 million) of Greenlight Re’s capital and surplus was available for distribution as dividends.

Effective January 1, 2016, the Company’s Irish subsidiary (GRIL) is obligated to maintain at all times the Minimum Capital Requirement (“Irish MCR”) and the Solvency Capital Requirement (“SCR”) as calculated by reference to Solvency II definition.

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There were no material differences between the statutory financial statements and statements prepared in accordance with U.S.

3 unchanged sentences

During the year ended December 31, 2025, $ 7.5 million of dividends (2024:

$ 20.0 million, 2023:

nil ) were declared or paid by GRIL to the Company.

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SUBSEQUENT EVENTS

Due to the California wildfires commencing in January 2025, the Company has estimated losses ranging from $ 15 million to $ 30 million, net of reinstatement premiums, to be recognized in the first quarter of 2025.

The Company’s assessment of the impact of the California wildfires is preliminary, and is based on, among other things, initial industry insured loss estimate of $ 40 billion to $ 50 billion, market share analysis, and a review of in-force contracts.

This estimate is subject to significant management judgment due to the preliminary nature of the information available thus far from industry participants, the magnitude and recency of the California wildfires, and other factors.

On February 28, 2026, the United States and Israel launched coordinated, large-scale military strikes on Iran, resulting in retaliatory strikes by Iran on several neighboring Middle Eastern countries.

While the Company has reinsurance coverage exposure in these regions through its Specialty line of business, as the situation is developing and outcomes remain highly uncertain, it is too early to reasonably estimate the possible loss or range of loss, if any, that may result from this event.

The Company also has retrocession excess of loss protections in place for the exposed Specialty lines to reduce the impact of an escalated or prolonged conflict in the region.

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3 unchanged sentences

(expressed in thousands of U.S.

Type of Investment Cost Fair Value Balance

Cost Fair Value Amount Shown in Balance Sheet

Other investments

Private investments and unlisted equities $ 28,111 $ 71,867 $ 71,867

Debt and convertible debt securities 2,713 1,293 1,293

Total other investments 30,824 73,160 73,160

Private equity securities $ 29,787 $ 61,819 $ 61,819

Private debt securities 1,585 1,092 1,092

Total 31,372 62,911 62,911

Fixed maturity investments, at fair value

Fixed maturity portfolio 53,028 53,028

Liquidity fund 12,581 12,581

Total 65,609 65,609

Total investments - other than investments in related parties $ 128,520 $ 128,520

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(expressed in thousands of U.S.

Year ended December 31

2025 2024 2023

3 unchanged sentences

Corporate expenses 8,043 6,059 9,042

6,059 9,042 6,887

Interest expense 4,366 5,836 5,344

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Equity in net income of subsidiaries 87,156 54,628 100,972

54,628 100,972 36,063

Net income $ 74,832 $ 42,816 $ 86,830

6 unchanged sentences

(expressed in thousands of U.S.

Year ended December 31

2025 2024 2023

1 unchanged sentence

Net income $ 74,832 $ 42,816 $ 86,830

Adjustments to reconcile net income or loss to net cash provided by (used in) operating activities:

Adjustments to reconcile net income or loss to net cash provided by operating activities:

Equity in earnings of consolidated subsidiaries ( 87,156 ) ( 54,628 ) ( 100,972 )

( 54,628 ) ( 100,972 ) ( 36,063 )

Net realized gain on repurchases of convertible senior notes payable — — ( 265 )

9 unchanged sentences

Dividends and return of capital from subsidiaries 68,500 42,500 8,316

42,500 8,316 60,125

Contributions to subsidiaries ( 150 ) ( 10,500 ) ( 20,043 )

( 10,500 ) ( 20,043 ) ( 1,557 )

Net cash provided by (used in) investing activities 68,350 32,000 ( 11,727 )

Cash flows from financing activities

Repurchase of ordinary shares ( 9,825 ) ( 7,488 ) —

Repayment of debt ( 55,313 ) ( 13,752 ) ( 947 )

Proceeds from Term Loans — — 75,000

Repayment of Term Loans ( 13,752 ) ( 947 ) —

Repayment of convertible senior notes payable — — ( 62,147 )

Repurchase of convertible senior notes payable — — ( 17,198 )

Repurchase of shares ( 7,488 ) — ( 35 )

Net cash used in financing activities ( 65,138 ) ( 21,240 ) ( 5,292 )

67 unchanged sentences

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 9A. Controls and Procedures