Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(f) and 15(d)-15 of the Exchange Act at December 31, 2025. Based on upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Changes in Internal Control Over Financial Reporting
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
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that:
● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time. Our system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.
Our management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in the Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the 2013 framework). Based on this evaluation, our management concluded that our system of internal control over financial reporting was effective as of December 31, 2025.
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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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Greenlight Capital Re, Ltd.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Greenlight Capital Re, Ltd. and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated March 9, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Controls Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte Ltd.
________________________
Hamilton, Bermuda
March 9, 2026
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ITEM 9B. OTHER INFORMATION
(c) Insider Trading Arrangements and Related Disclosures
Our directors and executive officers may purchase or sell shares of our ordinary shares in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and in compliance with guidelines specified by the Company. In accordance with Rule 10b5-1 and our insider trading policy, directors, officers, and certain employees who, at such time, are not in possession of material non-public information about the Company are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s stock, including shares acquired pursuant to the Company’s equity plans (“Rule 10b5-1 Trading Plans”). Under Rule 10b5-1 Trading Plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them.
During the three months ended December 31, 2025, we did no t have any Rule 10b5-1 trading arrangements or any “non-Rule 10b5-1 arrangements” (as defined in Item 408(a) of Regulation S-K) in place for our directors and officers.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as a part of this Form 10-K
Page
(a)(1) Financial Statements
Report of Independent Registered Public Accounting Firm (on the consolidated financial statements) ( Deloitte Ltd. ; PCAOB ID# 5230 )
F- 1
Report of Independent Registered Public Accounting Firm (on the financial statements of Solasglas Investments, L P) ( Ernst & Young Ltd. ; Grand Cayman, Cayman Islands ; PCAOB ID# 1655 )
F- 3
Consolidated Balance Sheets as of December 31, 202 5 and 202 4
F- 4
Consolidated Statements of Operations for the years ended December 31, 202 5 , 202 4 , and 202 3
F- 5
Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 202 5 , 202 4 , and 202 3
F- 6
Consolidated Statements of Cash Flows for the years ended December 31, 202 5 , 202 4 , and 202 3
F- 7
Notes to the Consolidated Financial Statements
F- 8
(a)(2) Financial Statement Schedules*
Schedule I – Summary of Investments — Other Than Investments in Related Parties
F- 56
Schedule II – Condensed Financial Information of Registrant
F- 57
Schedule III – Supplementary Insurance Information
F- 59
Schedule IV – Supplementary Reinsurance Information
F- 60
(a)(3) The exhibits required to be filed by this Item 15. are set forth in the Exhibit Index accompanying this report.
The financial statements of Solasglas Investments, LP required by Rule 3-09 of Regulation S-X are included in this filing as Exhibit 99.1.
* Schedules V and VI have been omitted as the information is provided in Note 8. “Loss and Loss Adjustment Expense Reserves”.
ITEM 16. FORM 10-K SUMMARY
None.
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
3.1 Fourth Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on July 27, 2023).
4.1 Description of Registrant’s Securities.
10.1 Form of Securities Purchase Agreement for Class A ordinary shares by and between the Registrant and each of the subscribers thereto (incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement No. 333-139993) .
10.2 (1) Greenlight Capital Re, Ltd. 2023 Omnibus Incentive Plan (incorporated by reference to Appendix E of the Registrant’s Definitive Proxy Statement filed April 26, 2023)
10.3 (1) Form of Stock Option Agreement (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement No. 333-139993) .
10.4 Form of Shareholders’ Agreement, dated August 11, 2004, by and among the Registrant and each of the subscribers (incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement No. 333-139993) .
10.5 Amendment No. 2 to Shareholders Agreement, dated and effective as of June 30, 2021 (incorporated by reference to Exhibit 10.1 to the Company Form 8-K filed June 30, 2021).
10.6
Amendment No. 3 to Shareholders Agreement, dated and effective as of May 30, 2024 (incorporated by reference to Exhibit 10.1 to the Company Form 8-K filed May 30, 2024).
10.7
Form of Deed of Indemnity between the Registrant and each of its directors and certain of its officers (incorporated by reference to Exhibit 10.11 of the Company’s Registration Statement No. 333-139993) .
10.8
Service Agreement, dated as of February 21, 2007, between DME Advisors, LP and Greenlight Capital Re, Ltd. (incorporated by reference to Exhibit 10.17 of the Company’s Registration Statement No. 333-139993) .
10.9 Master Reimbursement Agreement, dated August 20, 2010, between Greenlight Reinsurance, Ltd. and Citibank Europe plc (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q filed on November 2, 2010) .
10.10 Reinsurance Deposit Agreement, dated August 20, 2010, between Greenlight Reinsurance, Ltd. and Citibank Europe plc. (incorporated by reference to Exhibit 10.3 of the Company’s Form 10-Q filed on November 2, 2010) .
10.11 (1) Amended and Restated Employment Agreement, dated as of February 22, 2022, by and among Greenlight Capital Re, Ltd, Greenlight Reinsurance, Ltd. and Simon Burton (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on February 22, 2022) .
10.12 (1) Employment Agreement by and between Greenlight Reinsurance Ireland, DAC and Patrick O’Brien dated February 16, 2018 (incorporated by reference to Exhibit 10.40 to the Company’s Form 10-K filed on Feb 20, 2018) .
10.13 (1) Amendment to Employment Agreement, dated as of September 2, 2019, by and between Greenlight Reinsurance Ireland, DAC and Patrick O’Brien (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on September 3, 2019).
10.14 Investment Advisory Agreement among DME Advisors, LP, and Solasglas Investments, LP, dated as of September 1, 2018 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on September 4, 2018) .
10.15 Participation Agreement among Greenlight Reinsurance, Ltd., Greenlight Reinsurance Ireland, Designated Activity Company, DME Advisors II, LLC and Solasglas Investments, LP, dated as of September 1, 2018 (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on September 4, 2018) .
10.16 Collateral Assets Investment Management Agreement among DME Advisors, LP, Greenlight Reinsurance, Ltd. and Greenlight Reinsurance Ireland DAC dated January 1, 2019 (incorporated by reference to Exhibit 10.49 of the Company’s Form 10-K filed on February 27, 2019) .
10.17 (1) Stock Option Agreement by and between Greenlight Capital Re, Ltd. and Simon Burton dated July 6, 2017 (incorporated by reference to Exhibit 10.50 of the Company’s Form 10-K filed on February 27, 2019) .
10.18 (1) Stock Option Agreements by and between Greenlight Capital Re, Ltd. and Leonard Goldberg dated April 3, 2017 and August 1, 2017 (incorporated by reference to Exhibit 10.51 of the Company’s Form 10-K filed on February 27, 2019) .
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10.19 (1)
Greenlight Capital Re, Ltd. Form of Employees’ Restricted Stock Unit Award (incorporated by reference to Exhibit 4.10 of the Company’s Registration Statement No 333-231214 filed on May 3, 2019).
10.20 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- Q filed on May 7, 2025 ).
10.21
Amendment No. 1, dated as of December 15, 2022, to the Second Amended and Restated Exempted Limited Partnership Agreement of Solasglas Investments, LP, between DME Advisors II, LLC, as General Partner, Greenlight Reinsurance, Ltd., Greenlight Reinsurance Ireland, Designated Activity Company, Greenlight Capital Re, Ltd. and the initial limited partner, dated as of January 7, 2021 and effective as of January 1, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on December 15, 2022) .
10.22
Amendment No. 2, dated as of August 1, 2024, to the Second Amended and Restated Exempted Limited Partnership Agreement of Solasglas Investments, LP, between DME Advisors II, LLC, as General Partner, Greenlight Reinsurance, Ltd., Greenlight Reinsurance Ireland, Designated Activity Company, Greenlight Capital Re, Ltd. and the initial limited partner, dated as of January 7, 2021 and effective as of January 1, 2021 (incorporated by reference to Exhibit 10.1of the Company’s Form 8-K filed on August 6, 2024).
10.23 (1)
Employment Offer, dated March 23, 2009, by and between Greenlight Reinsurance, Ltd. and Tom Curnock (incorporated by reference to Exhibit 10.54 of the Company’s Form 10-K filed on March 9, 2020).
10.24 (1)
Amendment to Employment Offer entered into as of October 31, 2018 by and between Greenlight Reinsurance, Ltd. and Tom Curnock (incorporated by reference to Exhibit 10.55 of the Company’s Form 10-K filed on March 9, 2020).
10.25 (1)
Second Amendment to Employment Offer entered into September 10, 2019, by and between Greenlight Reinsurance, Ltd. and Tom Curnock (incorporated by reference to Exhibit 10.56 of the Company’s Form 10-K filed on March 9, 2020).
10.26
Letter Agreement between Greenlight Reinsurance, Ltd, Greenlight Reinsurance Ireland, DAC, DME Advisors II, LLC and DME Advisors LP, effective July 1, 2020 (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q filed August 5, 2020).
10.27
Greenlight Capital Re, Ltd. Share Ownership and Retention Policy for Executives and Non-Employee Directors (incorporated by reference to Exhibit 99.4 of the Company’s Form 8-K filed August 3, 2021)
10.28 (1)
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 )
10.29 (1)
Amended and Restated Employment Agreement, dated as of March 6, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Faramarz Romer (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on March 9, 2023).
10.30 (1)
Employment Agreement dated March 6, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and David Sigmon (incorporated by reference to Exhibit 10.3 5 of the Company ’ s Form 10-K filed on March 5, 2024) .
10.31
Credit Agreement, dated as of June 16, 2023, among the Company, as borrower, the subsidiaries of the Company party thereto, as subsidiary guarantors, the lenders party thereto, and CIBC Bank USA, as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on June 22, 2023).
10.32 (1)
Employment Agreement, dated as of November 3, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Greg Richardson (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed N ovember 11 , 2023).
10.33 (1)
Deed of Settlement and Release, dated as of November 3, 2023, by and among Greenlight Capital Re, Ltd., Greenlight Reinsurance, Ltd. and Simon Burton (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on November 11, 2023).
10.34
Credit Agreement, dated as of December 22, 2023, by and between Greenlight Reinsurance, Ltd. 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 ).
10.35 (1)
Stock Option Agreement by and between Greenlight Capital Re, Ltd. 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).
10.36
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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10.37
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).
10.38
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).
10.39
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).
10.40 (1)
Greenlight Capital Re, Ltd. 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).
10.41 (1)
Greenlight Capital Re, Ltd. 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).
10.42 (1)
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).
10.45
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).
10.46
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).
10.47
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).
19.1
Insider Trading Policy
21.1 Subsidiaries of the registrant.
23.1 Consent of Deloitte Ltd.
23.2 Consent of Ernst & Young Ltd.
24.1 Power of Attorney (included as part of signature page hereto)
31.1 Certification of the Chief Executive Officer of Greenlight Capital Re, Ltd. filed herewith pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer of Greenlight Capital Re, Ltd. filed herewith pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive Officer of Greenlight Capital Re, Ltd. furnished herewith pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer of Greenlight Capital Re, Ltd. furnished herewith pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1
Greenlight Capital Re, Ltd. Clawback Policy (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
101 The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Changes in Shareholders’ Equity; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
(1) Management contract or compensatory plan or arrangement.
* Exhibit 99.1 is being filed to provide audited financial statements and the related footnotes of Solasglas Investments, LP in accordance with SEC rule 3-09 of Regulation S-X. The management of Solasglas Investments, LP is solely responsible for the form and content of the Solasglas Investments LP financial statements. The Registrant has no responsibility for the form or content of the Solasglas Investments, LP financial statements since it does not control Solasglas Investments, LP.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GREENLIGHT CAPITAL RE, LTD.
By: /s/ GREGORY RICHARDSON
Gregory Richardson
Chief Executive Officer
March 9, 2026
POWER OF ATTORNEY
We, the undersigned directors and executive officers of Greenlight Capital Re, Ltd., hereby appoint Faramarz Romer and David Sigmon, and each of them singly, as our true and lawful attorneys with full power to them to sign for us, and in our name in the capacities indicated below, any and all amendments to the Annual Report on Form 10-K filed with the SEC, hereby ratifying and confirming our signatures as they may be signed by our said attorneys to any and all amendments to said Annual Report on Form 10-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 9, 2026.
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Signature
Title
/s/ GREGORY RICHARDSON
Chief Executive Officer, Director
Gregory Richardson
(Principal Executive Officer)
/s/ FARAMARZ ROMER
Chief Financial Officer
Faramarz Romer
(Principal Financial Officer)
/s/ STEVEN ARCHAMBAULT
Chief Accounting Officer
Steven Archambault
(Principal Accounting Officer)
/s/ DAVID EINHORN
Chair of the Board
David Einhorn
/s/ JOHNNY FERRARI
Director
Johnny Ferrari
/s/ URSULINE FOLEY
Director
Ursuline Foley
/s/ LEONARD GOLDBERG
Director
Leonard Goldberg
/s/ VICTORIA GUEST
Director
Victoria Guest
/s/ IAN ISAACS
Director
Ian Isaacs
/s/ BRYAN MURPHY
Director
Bryan Murphy
/s/ JOSEPH PLATT
Director
Joseph Platt
/s/ DANIEL ROITMAN
Director
Daniel Roitman
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Greenlight Capital Re, Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Greenlight Capital Re, Ltd. (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 9, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.
We did not audit the financial statements of Solasglas Investments, LP, an equity method investment of the Company, as of December 31, 2025 and 2024, and for each of the three years in period ended December 31, 2025. The Company’s investment in Solasglas Investments, LP as of December 31, 2025 and 2024 was $504.6 million and $387.1 million, respectively, and its equity in net income of Solasglas Investments, LP was $35.7 million, $33.6 million and $28.7 million for the years ended December 31, 2025, 2024 and 2023. The financial statements of Solasglas Investments, LP were audited by Ernst & Young Ltd. whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Solasglas Investments, LP, is based solely on the report of Ernst & Young Ltd.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits and the report of Ernst & Young Ltd. provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Loss and loss adjustment expense reserves - Refer to Notes 2 and 8 to the consolidated financial statements
Critical Audit Matter Description
The Company’s estimate of loss and loss adjustment expense reserves is derived using expected trends in claim severity and frequency and other factors that may vary significantly as claims are settled. The estimate is sensitive to significant assumptions, including the initial expected loss ratio and loss development factors. The estimate is also sensitive to the selection of actuarial methods and weighting of these methods applied to project the ultimate losses, the estimation of ultimate reserves associated with catastrophic events, and other factors. Further, not all catastrophic events can be modeled using traditional actuarial methodologies, which increases the degree of judgment needed in estimating loss reserves for such events.
Auditing the Company’s methods, assumptions and best estimate of the cost of the ultimate settlement and administration of claims represented by the incurred but not reported ("IBNR") claims included in recorded Loss and loss adjustment expense reserves involved especially subjective auditor judgment and an increased extent of effort, including the involvement of our actuarial specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to loss and loss adjustment expense reserves included the following, among others
• We tested the effectiveness of controls over the valuation of the recorded loss and loss adjustment expense reserves, including the review and approval process that management has in place for significant actuarial methods and assumptions used and the approval of management’s best estimate of loss and loss adjustment expense reserves.
• We tested the completeness and accuracy of the underlying data that served as the basis for the Company’s actuarial analysis, including historical claims data, to test the reasonableness of key inputs to the actuarial estimate.
• With the assistance of our actuarial specialists:
– We independently developed an estimate of the reserves for selected contracts, compared our estimates to those booked by the Company, and evaluated the differences.
– We evaluated the Company’s methodologies against recognized actuarial practices for the remaining contracts. We also evaluated the assumptions used by the Company using our industry knowledge and experience and other analytical procedures.
– We compared the results of the quarterly reserve studies prepared by independent external actuaries to management’s best estimate and evaluated the differences.
/s/ Deloitte Ltd.
_____________________________
Hamilton, Bermuda
March 9, 2026
We have served as the Company's auditor since 2022.
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Report of Independent Registered Public Accounting Firm
The General Partner
Solasglas Investments, LP
Opinion on the Financial Statements
We have audited the accompanying statements of financial condition of Solasglas Investments, LP (the “Partnership”), including the condensed schedules of investments, as of December 31, 2025 and 2024, the related statements of operations and performance allocation, changes in partners’ capital and cash flows for the years ended December 31, 2025, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2025 and 2024, and the results of its operations, changes in its partners’ capital and its cash flows for the years ended December 31, 2025, 2024 and 2023 in conformity with U.S. generally accepted accounting principles.
Basis of Opinion
These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Ernst & Young Ltd.
We have served as the Partnership’s auditor since 2018.
Grand Cayman, Cayman Islands
March 9, 2026
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GREENLIGHT CAPITAL RE, LTD.
CONSOLIDATED BALANCE SHEETS
December 31, 2025 and 2024
(expressed in thousands of U.S. dollars, except per share and share amounts)
December 31, 2025 December 31, 2024
Assets
Investments
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
Total investments 633,075 460,304
Cash and cash equivalents 111,756 64,685
Restricted cash and cash equivalents 531,976 584,402
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
Unearned premiums ceded 39,223 29,545
Other assets 8,026 4,765
Total assets $ 2,169,783 $ 2,016,223
Liabilities and equity
Liabilities
Loss and loss adjustment expense reserves $ 967,960 $ 860,969
Unearned premium reserves 361,704 324,551
Reinsurance balances payable 95,853 105,892
Funds withheld 16,105 21,878
Other liabilities 15,460 6,305
Debt 4,724 60,749
Total liabilities 1,461,806 1,380,344
Commitments and Contingencies (Note 17)
Shareholders' equity
Preferred share capital (par value $ 0.10 ; none issued)
— —
Ordinary share capital (par value $ 0.10 ; issued and outstanding, 33,897,709 ) (2024: par value $ 0.10 ; issued and outstanding, 34,831,324 )
3,390 3,483
Additional paid-in capital 478,910 481,551
Retained earnings 225,677 150,845
Total shareholders' equity 707,977 635,879
Total liabilities and equity $ 2,169,783 $ 2,016,223
The accompanying Notes to the Consolidated Financial Statements are an
integral part of the Consolidated Financial Statements.
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GREENLIGHT CAPITAL RE, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the years ended December 31, 2025, 2024, and 2023
(expressed in thousands of U.S. dollars, except per share and share amounts)
2025 2024 2023
Revenues
Gross premiums written $ 773,261 $ 698,335 $ 636,810
Gross premiums ceded ( 81,852 ) ( 77,070 ) ( 42,762 )
Net premiums written 691,409 621,265 594,048
Change in net unearned premium reserves ( 30,265 ) ( 1,311 ) ( 10,901 )
Net premiums earned 661,144 619,954 583,147
Income from investment in related party investment fund (see Note 3 )
35,711 33,605 28,696
Net investment income 24,457 45,954 43,408
Foreign exchange gains (losses) 8,465 ( 5,606 ) 11,566
Other income — 2,119 265
Total revenues 729,777 696,026 667,082
Expenses
Net loss and loss adjustment expenses incurred 411,592 427,269 360,004
Acquisition costs 184,853 176,775 168,877
Underwriting expenses 28,627 22,857 19,587
Corporate and other expenses 21,607 16,377 23,653
Deposit interest expense 421 3,347 2,687
Interest expense 4,366 5,836 5,344
Total expenses 651,466 652,461 580,152
Income before income tax 78,311 43,565 86,930
Income tax expense ( 3,479 ) ( 749 ) ( 100 )
Net income $ 74,832 $ 42,816 $ 86,830
Earnings per share ("EPS"):
Basic $ 2.21 $ 1.26 $ 2.55
Diluted $ 2.17 $ 1.24 $ 2.50
Weighted average number of ordinary shares used in the determination of EPS:
Basic 33,816,820 34,097,572 34,067,974
Diluted 34,502,525 34,653,453 34,797,859
The accompanying Notes to the Consolidated Financial Statements are an
integral part of the Consolidated Financial Statements.
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GREENLIGHT CAPITAL RE, LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the years ended December 31, 2025, 2024, and 2023
(expressed in thousands of U.S. dollars)
2025 2024 2023
Ordinary share capital
Balance - beginning of period $ 3,483 $ 3,534 $ 3,482
Issued (forfeited) shares, net ( 21 ) 4 52
Repurchase of ordinary shares ( 72 ) ( 55 ) —
Balance - end of period 3,390 3,483 3,534
Additional paid-in capital
Balance - beginning of period 481,551 484,532 478,439
Repurchase of ordinary shares ( 9,753 ) ( 7,433 ) —
Share-based compensation expense 7,112 4,452 6,093
Balance - end of period 478,910 481,551 484,532
Retained earnings
Balance - beginning of period 150,845 108,029 21,199
Net income 74,832 42,816 86,830
Balance - end of period 225,677 150,845 108,029
Total shareholders' equity $ 707,977 $ 635,879 $ 596,095
The accompanying Notes to the Consolidated Financial Statements are an
integral part of the Consolidated Financial Statements.
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GREENLIGHT CAPITAL RE, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2025, 2024, and 2023
(expressed in thousands of U.S. dollars)
2025 2024 2023
Cash flows from operating activities
Net income $ 74,832 $ 42,816 $ 86,830
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 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 )
Reinsurance recoverable on unpaid loss and loss adjustment expenses 4,398 ( 60,103 ) ( 12,449 )
Deferred acquisition costs ( 17,705 ) ( 2,293 ) 2,435
Unearned premiums ceded ( 9,678 ) ( 12,284 ) 892
Loss and loss adjustment expense reserves 106,991 199,415 106,086
Unearned premium reserves 37,153 18,241 ( 1,510 )
Reinsurance balances payable ( 10,039 ) 36,909 ( 36,152 )
Funds withheld ( 5,773 ) 4,589 ( 4,618 )
Other items, net 7,598 ( 3,358 ) 5,511
Net cash provided by operating activities 210,212 111,504 7,507
Cash flows from investing activities
Proceeds from redemptions of investment in Solasglas 14,000 34,000 78,997
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 from sale of other investments 2,634 889 6,000
Purchases of other assets ( 441 ) ( 1,072 ) —
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 convertible senior notes payable — — ( 62,147 )
Repurchase of convertible senior notes payable — — ( 17,198 )
Net cash used in financing activities ( 65,138 ) ( 21,240 ) ( 5,292 )
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash ( 1,259 ) ( 345 ) 100
Decrease in cash, cash equivalents and restricted cash ( 5,355 ) ( 6,643 ) ( 50,818 )
Cash, cash equivalents and restricted cash at beginning of the period 649,087 655,730 706,548
Cash, cash equivalents and restricted cash at end of the period $ 643,732 $ 649,087 $ 655,730
Supplementary information:
Interest paid in cash $ 4,756 $ 5,190 $ 5,121
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
integral part of the Consolidated Financial Statements.
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GREENLIGHT CAPITAL RE, LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2025, 2024, and 2023
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
Greenlight Capital Re, Ltd. (“GLRE” and, together with its wholly-owned subsidiaries, the “Company”) was incorporated as an exempted company under the Companies Law of the Cayman Islands on July 13, 2004. At December 31, 2025, the Company has the following wholly-owned subsidiaries:
• Greenlight Reinsurance, Ltd. (“Greenlight Re”), domiciled in the Cayman Islands, is a Class D insurer license issued in accordance with the terms of The Insurance Act, 2010 (as amended) and underlying regulations thereto (the “Act”) and is subject to regulation by the Cayman Islands Monetary Authority (“CIMA”). Greenlight Re commenced underwriting in April 2006.
• Greenlight Reinsurance Ireland, Designated Activity Company (“GRIL”), domiciled in Ireland since 2010, is authorized as a non-life reinsurance undertaking in accordance with the provisions of the European Union (Insurance and Reinsurance) Regulations 2015. GRIL provides multi-line property and casualty reinsurance capacity to the European broker market and provides GLRE with an additional platform to serve clients located in Europe and North America.
• Greenlight Re Marketing (UK) Limited, domiciled in the United Kingdom (“U.K.”) since 2020, is a U.K. company formed to expand GLRE’s presence in the Lloyd’s of London market (“Lloyd’s”).
• Greenlight Re Corporate Member Ltd. (“GCM”), domiciled in the U.K., is a corporate member that became a wholly-owned subsidiary of GLRE in 2023 and provides underwriting capacity for various Lloyd’s syndicates, including Greenlight Innovation Syndicate 3456 (“Syndicate 3456”).
• Verdant Holding Company, Ltd., domiciled in the United States since 2008, is an investment holding company.
• Viridis Re SPC, Ltd., domiciled in the Cayman Islands, is an exempted segregated portfolio company which was incorporated in the Cayman Islands in 2023 and is licensed with CIMA as a Class B(iii) general insurer.
• Greenlight Re Ireland Services Limited (“GRIS”), domiciled in Ireland, is a management services company which was incorporated in 2024.
Additionally, through Syndicate 3456, Greenlight Re provides a (re)insurance platform to its portfolio of strategic partnerships. Domiciled in the U.K. since 2022, Syndicate 3456 is authorized to underwrite under the Lloyd’s syndicate-in-a-box model.
The ordinary shares of GLRE are listed on Nasdaq Global Select Market under the symbol “GLRE.”
Basis of Presentation
These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of GLRE and the 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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“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.
Tabular dollar are in thousands, with the exception of per share amounts or otherwise noted. All amounts are reported in U.S. dollars.
2. SIGNIFICANT ACCOUNTING POLICIES
The Company’s significant accounting policies are as follows:
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates. The Company’s significant estimates include:
• loss and loss adjustment expense reserves;
• premiums written and earned and related premium receivable, net of expected credit losses;
• reinsurance recoverable on unpaid losses and loss adjustment expenses, net of expected credit losses; and
• valuation of investments, including impairments.
Investments
Investment in related party investment fund
The Company records its investment in the related party investment fund based on fair value using the net asset value (“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 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
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date. Once the Company records such an adjustment, the investment is considered an “asset measured at fair value on a nonrecurring basis.”
• If the Company determines that the investment is impaired and the fair value is less than its carrying value, it writes down the investment to its fair value. Once the Company records such an adjustment, the investment is considered an “asset measured at fair value on a nonrecurring basis.”
The Company measures its private debt (including convertible debt) investments at amortized cost, which approximates fair value.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and short-term, highly liquid investments with original maturity dates of three months or less. Restricted cash and cash equivalents are presented separately in the consolidated balance sheets.
Premium Revenue Recognition
The Company writes excess of loss contracts and quota share contracts and estimates the ultimate premiums for the contract period. The Company bases these estimates on actuarial pricing models and information received from ceding companies. For excess of loss contracts, the Company writes the total ultimate estimated premiums at the contract’s inception. For quota share contracts, the Company writes premiums in the same periods in which the underlying insurance contracts are written, based on cession statements from cedents. The Company typically receives these statements monthly or quarterly, depending on the terms specified in each contract. For any reporting lag, the Company estimates premiums written based on the portion of the estimated ultimate premiums relating to the risks bound during the lag period.
For multi-year contracts, reinsurance premiums are recorded at the inception of the contract based on management’s best estimate of total premiums to be received. Premiums are recognized on an annual basis for multi-year contracts where the cedants have the ability to unilaterally commute or cancel coverage within the term of the contract.
Management regularly reviews premium estimates. Such review includes the Company’s experience with the ceding companies, managing general underwriters, familiarity with each market, the timing of the reported information, a comparison of reported premiums to expected ultimate premiums, along with a review of the aging and collection of premiums. Management evaluates the appropriateness of the premium estimates on the basis of these reviews and records any adjustments to these estimates in the period in which they are determined. Changes in premium estimates, including premium receivable on both excess of loss and quota share contracts, are not unusual and may result in significant adjustments in any period. A portion of amounts included in “ Reinsurance balances receivable ” in the consolidated balance sheets represent estimated premiums written, net of commissions and brokerage, that are not currently due based on the terms of the underlying contracts. Additional premiums due on a contract with no remaining coverage period are earned in full when written.
Certain contracts allow for reinstatement premiums in the event of a loss. Reinstatement premiums are written and earned when a triggering loss event occurs, based on management’s estimates of the ultimate reinstatement premiums. These estimates are subsequently adjusted when the actual reinstatement premiums are known.
Premiums written are recognized as earned over the contract period in proportion to the risk covered. Unearned premiums represent the unexpired portion of reinsurance provided.
Reinsurance Premiums Ceded
The Company reduces the risk of future losses on business assumed by reinsuring certain risks and exposures with other reinsurers (referred to as “retrocessionaires”). The Company remains liable to the extent that any retrocessionaire fails to meet its obligations and to the extent the Company does not hold sufficient security for its unpaid obligations.
Ceded premiums are written during the period in which the risks incept and the associated expense is recognized over the contract period in proportion to the protection provided. Unearned premiums ceded represent the unexpired portion of reinsurance obtained.
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Acquisition Costs
Policy acquisition costs vary with, and are directly related to, the successful production of new and renewal business and consist principally of commissions, taxes, and brokerage expenses. The Company presents acquisition costs incurred on reinsurance assumed net of commissions earned on reinsurance ceded. However, if the sum of a contract’s expected losses and loss expenses and deferred acquisition costs exceeds associated unearned premiums and expected investment income, a premium deficiency is determined to exist. In this event, the Company writes off deferred acquisition costs to the extent necessary to eliminate the premium deficiency. If the premium deficiency exceeds deferred acquisition costs, the Company accrues a liability for the deficiency. The Company did not recognize any premium deficiency adjustments for the years presented in these consolidated financial statements.
Policy acquisition costs also include profit commissions, which the Company recognized on a basis consistent with its estimate of losses and loss expenses.
Loss and Loss Adjustment Expense Reserves and Recoverable
The Company’s loss and loss adjustment expense (“LAE”) reserves are composed of:
● case reserves for loss and LAE resulting from claims notified to the Company by its clients; and
● additional case reserves in excess of the case reserves reported by cedents based on the Company’s internal assessment; and
● reserves for estimated loss and LAE incurred by insureds and reinsureds but not yet reported (“IBNR”) to the Company, including unknown future developments on loss and LAE that are known to the Company.
The Company estimates these reserves based on reports from ceding companies, industry data, and historical experience analyzed using standard actuarial and statistical techniques.
The analysis includes assessing currently available data, predictions of future developments, estimates of future trends, and other factors. These estimates are reviewed by the Company’s reserving committee at least quarterly and adjusted as necessary.
The final settlement of losses may vary, perhaps materially, from the reserves recorded. The Company recognizes all adjustments to the estimates in the period they are determined. U.S. GAAP does not permit establishing loss reserves, which include case reserves and IBNR loss reserves, until the occurrence of an event that may give rise to a claim. As a result, only loss reserves applicable to losses incurred up to the reporting date are established. There is no allowance for the establishment of loss reserves to account for expected future loss events, including for catastrophe and weather-related events (herein referred as “CAT” events).
The “ Loss and loss adjustment expenses recoverable ” in the consolidated balance sheets represents the amounts due from retrocessionaires for unpaid loss and LAE on retrocession agreements. Ceded IBNR recoverable amounts are estimated based on the Company’s actuarial estimates. These estimates are reviewed periodically and adjusted when deemed necessary. The Company may be unable to recover the loss and LAE recoverable amounts due as a result of the retrocessionaires’ inability to pay. The Company regularly evaluates the financial condition of its retrocessionaires and calculates an allowance for expected credit losses (see “Reinsurance Assets” below).
For losses stemming from exposure to natural perils, loss reserves are generally established based on loss payments and case reserves reported by clients when, and if, received. Estimates for IBNR losses are added to the case reserves as the Company deems appropriate. See Note 8 for a summary of the Company’s estimation process for CAT events.
For contracts without significant exposure to natural perils, initial reserves for each contract are determined based on a combination of (i) the pricing analysis performed prior to binding the contract; (ii) the underwriter’s detailed knowledge of the cedent, its operations and future business plans; and (iii) the professional judgment and recommendation of the Chief Actuary. In the pricing analysis, the Company utilizes information from the client and industry data. This information typically includes, but is not limited to, data related to premiums, losses, exposure, business mix, industry performance, and associated trends covering as much history as deemed appropriate. The level of detail within the data obtained varies greatly depending on the underlying contract, line of business, client,
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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. The terms and conditions of each contract specify the data reporting requirements.
Generally, the Company obtains regular updates of premium and loss-related information for the current and historical periods and utilizes them to update the initially expected loss ratio. There may be a lag between (i) claims being reported by the underlying insured to the Company’s cedent and (ii) claims being reported by the Company’s cedent to the Company. This lag may impact the Company’s loss reserve estimates. Client reports have pre-determined due dates (for example, fifteen days after each month-end). The timing of the reporting requirements is designed so that the Company receives premium and loss information as soon as practicable once the client has closed its books. Accordingly, there should be a short lag in such reporting. Additionally, most contracts that have the potential for large single-event losses have provisions that such loss notifications are provided to the Company immediately upon the occurrence of an event.
Once the updated information is received, the Company uses various standard actuarial methods for its quarterly analysis. Such methods typically include the following:
• Paid loss development method : Ultimate losses are estimated by calculating past paid loss development factors and applying them to exposure periods with further expected paid loss development. This method assumes that losses are paid in a consistent pattern. It provides an objective test of reported loss projections because paid losses contain no reserve estimates.
• Reported loss development method : Ultimate losses are estimated by calculating past reported loss development factors and applying them to exposure periods with further expected reported loss development. This method incorporates changes in payments and case reserves.
• Expected loss ratio method : Ultimate losses are estimated by multiplying earned premiums by an expected loss ratio. The expected loss ratio is often determined using industry data, historical company data, past pricing or reserving analysis performed, and actuarial judgment. This method is typically used for lines of business and contracts where there are no (or insignificant) historical losses or where past loss experience is not considered applicable to the current period.
• Bornhuetter-Ferguson paid loss method : Ultimate losses are estimated by modifying expected loss ratios to the extent losses paid to date differ from what would have been expected based upon the selected paid loss development pattern. This method avoids some distortions that could result from a large development factor being applied to a small base of paid losses to calculate ultimate losses.
• Bornhuetter-Ferguson reported loss method : Ultimate losses are estimated by modifying expected loss ratios to the extent losses reported to date differ from what would have been expected based upon the selected reported loss development pattern. This method avoids some distortions that could result from a large development factor being applied to a small base of reported losses to calculate ultimate losses.
• Frequency / Severity method : Ultimate losses are estimated by multiplying the ultimate number of claims (i.e., the frequency multiplied by the exposure base) by the estimated average cost per claim (i.e., the severity). This approach enables trends and patterns in the rates of claims emergence (i.e., reporting) and settlement (i.e., closure) and the average cost of claims to be analyzed separately.
In addition, the Company may supplement its analysis with other reserving methodologies that it deems relevant to specific contracts.
For each contract, the Company utilizes reserving methodologies it considers appropriate to calculate a best estimate of reserves. Whether the Company uses a single methodology or a combination depends upon the portfolio segment being analyzed and the actuary’s judgment. The Company’s reserving methodology does not require a fixed weighting of the various methods used. Certain methods are considered more appropriate than others depending on the type, structure, age, maturity, and duration of the expected losses on the contract. For example, the Bornhuetter-Ferguson reported loss method might be more appropriate than a paid loss development method for relatively new contracts that have experienced little paid loss development.
The Company’s gross aggregate reserves are the sum of the best estimate reserves of all portfolio exposures. Generally, IBNR loss reserves are calculated by estimating the ultimate incurred losses and subtracting cumulative
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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.
The Company does not typically experience material claims processing backlogs, although such backlogs may occur following a major catastrophic event. At December 31, 2025, and 2024, the Company did not have a material backlog in its claims processing.
The Company did not make any significant changes to the actuarial methodology or assumptions relating to its loss and LAE reserves for the years presented in the consolidated financial statements.
Reinsurance Assets
The Company calculates an allowance for expected credit losses for its reinsurance balances receivable and loss and LAE recoverable by applying a Probability of Default (“PD”) / Loss Given Default (“LGD”) model. The PD / LGD approach considers the Company’s collectibility history on its reinsurance assets and representative external loss history. In calculating the probability of default, the Company also considers the estimated duration of its reinsurance assets.
The Company evaluates each counterparty’s creditworthiness based on credit ratings that independent agencies assign to the counterparty. The Company manages its credit risk in its reinsurance assets by transacting only with insurers and reinsurers that it considers financially sound. Credit ratings of the counterparties are forward-looking and consider various economic scenarios. The Company's evaluation of the required allowance for reinsurance balances receivable and loss and LAE recoverable considers the current economic environment as well as potential macroeconomic developments.
For its retrocessional counterparties that are unrated, the Company may hold collateral in the form of funds withheld, trust accounts, or irrevocable letters of credit. In evaluating credit risk associated with reinsurance balances receivable, the Company considers its right to offset loss obligations against premiums receivable. The Company regularly evaluates its net credit exposure to assess the ability of cedents and retrocessionaires to honor their respective obligations.
Net investment income (loss)
The Company records interest income and interest expense on an accrual basis.
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.
In connection with the Company’s participation interest in Lloyd’s syndicates, the Lloyd’s syndicates invest a portion of the premiums withheld in investment funds and fixed-maturity securities. The Company records its share of income (or loss) from these assets as net investment income (loss) when reported by the syndicates, which is generally on a quarterly lag basis due to the timing of the availability of these quarterly financial reports.
Share-Based Compensation
The Company recognizes share-based compensation costs based on the fair value at the award’s grant date. The Company measures compensation for restricted shares and restricted stock units (“RSUs”) based on the price of the Company’s common shares at the grant date. For restricted shares and RSUs with service and performance vesting conditions, the expense is recognized based on management’s estimate of the probability of the performance conditions being achieved based on historical results and expectations of future results. If the Company expects to meet the performance conditions, it attributes the expense to the period the requisite service is rendered. For restricted shares and RSUs with only service vesting conditions, the Company recognizes the associated expense on a straight-line basis over the vesting period, net of any estimated or expected forfeitures.
The forfeiture rate is estimated based on the Company’s historical actual forfeitures relating to restricted shares and RSUs granted to employees. The forfeiture rate is reviewed annually and adjusted as necessary. The Company applies no forfeiture rate to restricted shares granted to directors, which vest over a maximum twelve-month period.
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Determining the fair value of share purchase options at the grant date requires significant estimation and judgment. The Company uses the Black-Scholes option-pricing model to assist in the calculation of fair value for share purchase options. The model requires estimating various inputs such as the expected term, forfeiture and dividend rates, and volatility.
For share purchase options issued under the employee stock incentive plan, the compensation cost is calculated and recognized over the vesting periods on a graded vesting basis.
Foreign Exchange
The reporting and functional currency of the Company and all its significant subsidiaries is the U.S. dollar. The Company records foreign currency transactions at the exchange rates in effect on the transaction date. Monetary assets and liabilities in foreign currencies are converted at the exchange rate in effect at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are carried at their historical exchange rate .
Other Assets
The Company’s other assets consist primarily of prepaid expenses, right-of-use lease assets, leasehold improvements, derivative assets, taxes recoverable, and deferred tax assets.
Other Liabilities
The Company’s other liabilities consist primarily of accruals for legal and other professional fees, employee bonuses and severances, taxes payable, 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 (“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.
Taxation
The Company records current and deferred income taxes based on enacted tax laws and rates applicable in the relevant jurisdiction in the period in which the tax becomes accruable or realizable. Deferred income taxes are provided for all temporary differences between the bases of assets and liabilities reported in the consolidated balance sheets and those reported in the various jurisdictional tax returns.
The Company records a valuation allowance to the extent that the Company considers it more likely than not that all or a portion of the deferred tax asset will not be realized in the future. Other than this valuation allowance, the Company has not taken any income tax positions subject to significant uncertainty that is reasonably likely to have a material impact on the Company.
Recent Accounting Pronouncements
Recently Issued Accounting Standards Adopted
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 November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). This ASU 2024-03 requires more detailed disclosures about the type of expenses (including purchases of inventory, employee compensation, and depreciation / amortization) in commonly presented expense captions in the consolidated income statements (e.g. cost of sales, general and administrative expenses, and research and development). 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 this guidance.
3. INVESTMENT IN RELATED PARTY INVESTMENT FUND
The Company has entered into the Second Amended and Restated Exempted Limited Partnership Agreement (the “Solasglas LPA”) of Solasglas Investments, LP (“Solasglas”), as amended from time to time, with DME Advisors II, LLC (“DME II”), as General Partner, Greenlight Re, and GRIL, (together, the “GLRE Limited Partners”). Effective January 1, 2023, the Company increased the maximum Investment Portfolio to 60 % of GLRE Surplus from 50 % , as defined in the Solasglas LPA, which was further increased to 70 % on August 1, 2024.
Solasglas has entered into a Solasglas investment advisory agreement (“IAA”) with DME Advisors. LP (“DME Advisors”), pursuant to which DME Advisors is the investment manager for Solasglas. DME II and DME Advisors are related to the Company, and each is an affiliate of David Einhorn, Chairman of the Company’s Board of Directors (the “Chairman”).
The Company has concluded that Solasglas qualifies as a variable interest entity (“VIE”) under U.S. GAAP. In assessing its interest in Solasglas, the Company noted the following:
• DME II serves as Solasglas’ general partner and has the power to appoint the investment manager. The Company does not have the power to appoint, change or replace the investment manager or the general partner except “for cause.” Neither of the GLRE Limited Partners can participate in the investment decisions of Solasglas as long as Solasglas adheres to the investment guidelines provided within the Solasglas LPA. For these reasons, the GLRE Limited Partners are not considered to have substantive participating rights or kick-out rights.
• DME II holds an interest in excess of 10% of Solasglas’ net assets, which the Company considers to represent an obligation to absorb losses and a right to receive benefits of Solasglas that are significant to Solasglas.
Consequently, the Company has concluded that DME II’s interests, not the Company’s, meet both the “power” and “benefits” criteria associated with VIE accounting guidance. Therefore DME II is Solasglas’ primary beneficiary. The Company presents its investment in Solasglas in its consolidated balance sheets in the caption “Investment in related party investment fund.”
The Company’s maximum exposure to loss relating to Solasglas is limited to GLRE’s share of Partners’ capital in Solasglas. At December 31, 2025, GLRE’s share of Partners’ capital in Solasglas was $ 504.6 million (December 31, 2024: $ 387.1 million), representing 81.4 % (December 31, 2024: 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: 22.1 %) of Solasglas’ total capital. The investment in Solasglas is recorded at the GLRE Limited Partners’ share of Solasglas’ capital as reported by Solasglas’ third-party administrator. The GLRE Limited Partners can redeem their investment from Solasglas for operational purposes by providing 3 business days’ notice to DME II. At December 31, 2025, the majority of Solasglas’ long investments were composed of cash and publicly-traded equity securities, which could be readily liquidated to meet the GLRE Limited Partners’ redemption requests.
The Company’s share of Solasglas’ income from operations for the years ended December 31, 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.
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.
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The summarized financial statements of Solasglas are presented below.
Summarized Statements of Financial Condition of Solasglas Investments, LP
December 31, 2025 December 31, 2024
Assets
Investments, at fair value $ 600,837 $ 504,828
Derivative contracts, at fair value 22,384 8,925
Due from brokers 281,505 188,296
Cash and cash equivalents — 40,354
Interest and dividends receivable 1,463 1,536
Total assets 906,189 743,939
Liabilities
Investments sold short, at fair value ( 275,794 ) ( 234,977 )
Derivative contracts, at fair value ( 6,670 ) ( 4,452 )
Capital withdrawals payable ( 1,010 ) ( 4,000 )
Interest and dividends payable ( 2,528 ) ( 3,218 )
Accrued expenses and other liabilities ( 178 ) ( 180 )
Total liabilities ( 286,180 ) ( 246,827 )
Partners' capital $ 620,009 $ 497,112
GLRE’s share of Partners' capital $ 504,555 $ 387,144
Summarized Statements of Operations of Solasglas Investments, LP
Year ended December 31,
2025 2024 2023
Investment income
Dividend income (net of withholding taxes) $ 5,830 $ 3,108 $ 1,869
Interest income 17,087 14,103 9,211
Total Investment income 22,917 17,211 11,080
Expenses
Management fee ( 6,928 ) ( 6,074 ) ( 4,766 )
Interest ( 11,371 ) ( 4,365 ) ( 6,969 )
Dividends ( 3,264 ) ( 4,593 ) ( 2,802 )
Research and operating ( 1,726 ) ( 1,568 ) ( 1,750 )
Total expenses ( 23,289 ) ( 16,600 ) ( 16,287 )
Net investment income (loss) ( 372 ) 611 ( 5,207 )
Realized and change in unrealized gains (losses)
Net realized gain (loss) ( 5,275 ) 97,865 ( 1,394 )
Net change in unrealized appreciation (depreciation) 57,016 ( 46,316 ) 55,279
Net gain on investment transactions 51,741 51,549 53,885
Net increase in Partners' capital (1)
$ 51,369 $ 52,160 $ 48,678
GLRE’s share of the increase in Partners' capital $ 35,711 $ 33,605 $ 28,696
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,
2025 2024 2023
Management fees $ 6,928 $ 6,074 $ 4,766
Performance allocation 3,968 3,734 3,188
Total $ 10,896 $ 9,808 $ 7,954
See Note 16 for further details on management fees and performance allocation.
4. 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:
U.S. 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
5. OTHER INVESTMENTS
Portfolio
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 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, 2024 Cost Unrealized
gains Unrealized
losses Accrued interest Fair value / carrying value
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
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 adjustments (1)
$ 8,072 $ 2,908 $ 7,262
Downward adjustments and impairments (2)
$ ( 21,757 ) $ ( 3,311 ) $ ( 5,003 )
(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
The following table summarizes the change in unrealized gains (losses) and the realized gains (losses) for the Company’s other investments, which are included in “ Net investment income ” in the consolidated statements of operations (see Note 14):
Year ended December 31,
2025 2024 2023
Gross realized gains $ 2,148 $ 346 $ 7
Gross realized losses ( 3,065 ) ( 1,332 ) ( 811 )
Net realized gains (losses) $ ( 917 ) $ ( 986 ) $ ( 804 )
Change in unrealized gains ( 10,797 ) 68 2,542
Net realized and unrealized gains (losses) on other investments $ ( 11,714 ) $ ( 918 ) $ 1,738
6. RESTRICTED CASH AND CASH EQUIVALENTS
The following table shows the breakdown of the Company’s restricted cash and cash equivalents, along with a reconciliation of the total cash, cash equivalents, and restricted cash reported in the consolidated statements of cash flows:
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December 31, 2025 December 31, 2024
Restricted cash and cash equivalents:
Cash securing trust accounts $ 204,129 $ 256,796
Cash securing letters of credit issued 310,688 312,855
Cash securing debt facility 10,000 10,000
Other 7,159 4,751
Total restricted cash and cash equivalents 531,976 584,402
Cash and cash equivalents 111,756 64,685
Total cash, cash equivalents, and restricted cash $ 643,732 $ 649,087
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 Revolving Credit Facility (see Note 10).
7. FAIR VALUE MEASUREMENTS
Fair Value Hierarchy
The fair value of a financial instrument is the amount that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants. Assets and liabilities measured at fair value are categorized based on the extent to which the inputs are observable in the market. The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows:
• Level 1 : Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
• Level 2 : Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data.
• Level 3 : Unobservable inputs supported by little or no market activity and significant to the fair value of the assets and liabilities. The term “unobservable inputs” includes certain pricing models, discounted cash flow methodologies, and similar techniques.
There have been no material change in the Company’s valuation techniques, nor have there been any transfers between Level 1 and Level 2, or Level 2 and Level 3 for the years presented in these consolidated financial statements.
Assets measured at fair value on a nonrecurring basis
At December 31, 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: $ 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, 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
U.S. 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:
• U.S. 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.
• RMBS : 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.
• ABS : 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 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, 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.
8. LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES
The Company’s loss and LAE reserves were composed of the following:
December 31, 2025 December 31, 2024
Case reserves $ 233,076 230,633
IBNR 734,884 630,336
Total $ 967,960 $ 860,969
Reserve Roll-forward
The following provides a reconciliation of the Company’s beginning and ending gross and net reserves for loss and LAE:
Year ended December 31,
2025 2024 2023
Gross balance at January 1 $ 860,969 $ 661,554 $ 555,468
Less: Losses recoverable ( 85,790 ) ( 25,687 ) ( 13,239 )
Net balance at January 1 775,179 635,867 542,229
Incurred losses related to:
Current year
399,200 406,465 348,798
Prior years
12,392 20,804 11,206
Total incurred 411,592 427,269 360,004
Paid losses related to:
Current year
( 42,615 ) ( 63,448 ) ( 75,678 )
Prior years
( 275,796 ) ( 218,973 ) ( 198,613 )
Total paid ( 318,411 ) ( 282,421 ) ( 274,291 )
Foreign exchange and translation adjustment 18,208 ( 5,536 ) 7,926
Net balance at December 31 886,568 775,179 635,867
Add: Losses recoverable (see Note 9)
81,392 85,790 25,687
Gross balance at December 31 $ 967,960 $ 860,969 $ 661,554
Estimates for Catastrophe Events
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, 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. This in-depth analysis may rely on several sources of information including:
• 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;
• a review of the Company’s reinsurance contracts to identify those contracts which may be exposed to the CAT event;
• a review of modeled loss estimates based on information previously reported by customers and brokers, including exposure data obtained during the underwriting process;
• discussions of the impact of the event with customers and brokers; and
• a review of the coverage provided by the Company’s retrocession contracts (ceded reinsurance).
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. The magnitude and volume of losses arising from CAT events is inherently uncertain. Adjustments are recorded in the period in which they are identified. Accordingly, actual losses for CAT events may ultimately differ materially from the Company’s current estimates.
CAT events in 2025
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. (the “U.S. tornados”).
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.
Prior Year Reserve Development
The Company’s net favorable (adverse) prior year development arises from changes to estimates for losses and LAE related to loss events that occurred in previous calendar years. The following table presents net prior year reserve development by segment and consolidated:
Favorable (Adverse)
Open Market Innovations Total Segments Corporate Total Consolidated
Year ended December 31, 2025 $ ( 10,281 ) $ ( 153 ) $ ( 10,434 ) $ ( 1,958 ) $ ( 12,392 )
Year ended December 31, 2024 $ ( 14,944 ) $ 296 $ ( 14,648 ) $ ( 6,156 ) $ ( 20,804 )
Year ended December 31, 2023 $ ( 3,586 ) $ ( 430 ) $ ( 4,016 ) $ ( 7,190 ) $ ( 11,206 )
Open Market Segment
• 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; and
◦ 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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reserves. 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.
• 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 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). 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 accident years).
Innovations Segment
• 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 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
The following tables present net incurred and paid claims development by accident year, total IBNR liabilities plus expected development on reported claims, and average annual percentage payout of incurred claims by age for each line of business. The loss development tables are presented on an accident year basis for each line of business within the Open Market and Innovations segments, as well as for the Corporate runoff property business (see Note 18). The Company does not discount reserves for losses and LAE.
For incurred and paid claims denominated in currencies other than U.S. dollars, the tables are presented using the foreign exchange rate in effect at the current year-end date. As a result, all prior year information has been restated to reflect December 31, 2025, foreign exchange rates. This treatment prevents changes in foreign currency exchange rates from distorting the claims development between the years presented.
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. 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
Open Market - Casualty
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2025
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 $ 61,920 $ 68,729 $ 73,817 $ 74,106 $ 73,996 $ 79,043 $ 82,925 $ 87,131 $ 91,541 $ 97,403 $ 13,355
2017 65,706 73,467 73,706 75,298 81,373 84,973 91,536 97,282 101,766 15,936
2018 39,213 39,915 40,380 42,232 42,884 46,462 50,398 55,003 9,982
2019 35,783 36,388 36,896 37,111 39,491 39,898 44,429 8,114
2020 52,632 48,967 50,833 54,108 55,544 57,271 9,892
2021 71,124 69,245 73,333 73,723 76,286 10,845
2022 54,323 53,392 50,259 53,666 21,048
2023 48,006 47,607 52,194 35,546
2024 55,168 55,135 47,447
2025 59,022 57,314
Total $ 652,175 $ 229,481
Open Market - Casualty
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 $ 3,197 $ 12,014 $ 23,955 $ 34,689 $ 47,181 $ 55,056 $ 65,079 $ 71,473 $ 78,702 $ 84,048
2017 5,361 16,141 25,996 38,982 50,107 60,805 69,502 79,079 85,830
2018 4,992 12,538 19,312 26,549 30,541 35,213 40,999 45,021
2019 6,235 15,324 21,675 25,521 29,197 32,612 36,315
2020 11,443 24,107 33,374 40,088 44,504 47,379
2021 23,210 43,058 54,643 61,315 65,441
2022 9,258 17,623 25,251 32,618
2023 2,845 8,386 16,648
2024 2,473 7,688
2025 1,708
Total 422,694
All outstanding liabilities before 2016, net of reinsurance 8,178
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)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
11.6 % 17.0 % 14.9 % 11.9 % 11.1 % 12.3 % 7.0 % 4.4 % 3.7 % 6.1 %
Open Market - Financial
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2025
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 $ 1,861 $ 1,861 $ 580 $ 872 $ 824 $ 501 $ 490 $ 488 $ 486 $ 484 $ 78
2017 7,779 3,726 3,944 6,477 5,021 5,006 4,811 4,614 4,646 280
2018 4,110 4,474 6,864 5,047 5,318 5,203 4,794 4,826 737
2019 9,925 13,431 11,617 9,407 9,098 8,500 8,529 1,208
2020 20,711 20,508 19,545 19,447 20,092 18,992 2,599
2021 17,844 15,741 13,486 13,532 15,693 4,027
2022 21,335 19,809 20,187 24,490 10,167
2023 18,915 16,281 22,430 13,171
2024 21,705 25,132 16,906
2025 27,738 23,083
Total $ 152,960 $ 72,256
Open Market - Financial
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 $ 5 $ 23 $ 322 $ 576 $ 412 $ 405 $ 407 $ 406 $ 406 $ 406
2017 100 1,830 3,339 4,278 4,283 4,413 4,413 4,305 4,366
2018 665 4,005 3,825 3,957 4,354 4,353 4,029 4,089
2019 3,064 4,286 5,239 6,780 6,953 6,623 7,321
2020 2,830 5,329 9,511 11,296 13,518 16,393
2021 500 2,184 5,086 7,625 11,666
2022 809 4,502 7,910 14,322
2023 1,985 3,563 9,259
2024 1,984 8,227
2025 4,655
Total 80,705
All outstanding liabilities before 2016, net of reinsurance —
Liabilities for claims and claims adjustment expenses, net of reinsurance (Financial) $ 72,256
F-25
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Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
14.0 % 25.8 % 23.2 % 18.0 % 11.5 % 5.9 % 1.2 % 0.3 % 0.1 % — %
Open Market - Health
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2025
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 $ 13,269 $ 14,943 $ 14,846 $ 14,571 $ 14,546 $ 14,546 $ 14,546 $ 14,529 $ 14,529 $ 14,529 $ —
2017 9,621 11,580 11,847 11,606 11,696 11,696 11,685 11,685 11,684 —
2018 22,375 24,494 24,186 23,522 23,522 23,498 23,498 23,454 —
2019 23,647 24,224 24,012 24,018 23,773 23,763 23,727 —
2020 27,385 27,386 27,309 26,830 26,820 26,808 4
2021 19,765 20,103 19,669 19,623 19,614 9
2022 4,064 3,650 3,558 3,542 —
2023 123 10 — —
2024 161 76 76
2025 153 153
Total $ 123,587 $ 242
Open Market - Health
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 $ 9,282 $ 14,787 $ 14,831 $ 14,529 $ 14,529 $ 14,529 $ 14,529 $ 14,529 $ 14,529 $ 14,529
2017 6,494 11,002 11,541 11,541 11,691 11,691 11,685 11,685 11,684
2018 13,079 23,220 24,063 23,506 23,506 23,498 23,498 23,454
2019 10,698 23,378 23,762 23,762 23,758 23,758 23,727
2020 14,536 26,809 26,814 26,810 26,810 26,804
2021 13,186 19,595 19,615 19,611 19,605
2022 3,003 3,546 3,542 3,542
2023 — — —
2024 — —
2025 —
Total 123,345
All outstanding liabilities before 2016, net of reinsurance —
Liabilities for claims and claims adjustment expenses, net of reinsurance (Health)
$ 242
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Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
57.3 % 41.5 % 1.2 % — % — % — % — % — % — % — %
Open Market - Multiline
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2025
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 $ 240,769 $ 251,284 $ 257,058 $ 263,336 $ 261,357 $ 257,181 $ 258,148 $ 258,230 $ 258,033 $ 258,174 $ 165
2017 302,113 300,976 312,156 318,827 307,095 303,814 302,331 302,803 302,547 772
2018 257,032 268,953 266,383 259,385 258,479 253,685 253,846 254,820 1,015
2019 256,488 273,184 285,046 285,930 281,189 277,892 277,196 1,422
2020 156,693 164,379 161,088 160,550 159,883 158,964 1,564
2021 191,777 180,780 192,076 203,257 202,057 3,939
2022 159,457 156,109 153,041 172,945 13,612
2023 132,596 130,409 125,231 19,206
2024 122,586 115,485 74,265
2025 126,024 120,692
Total $ 1,993,442 $ 236,653
Open Market - Multiline
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 $ 128,389 $ 219,807 $ 241,576 $ 256,578 $ 254,224 $ 254,942 $ 257,243 $ 257,420 $ 257,729 $ 258,009
2017 162,196 260,427 290,543 292,790 295,313 297,325 298,057 300,280 301,776
2018 135,497 236,704 243,620 246,023 248,261 250,299 252,425 253,804
2019 141,085 242,425 264,640 272,179 274,710 276,454 275,773
2020 64,338 129,858 145,651 152,466 154,804 157,399
2021 84,266 146,356 178,451 196,632 198,118
2022 43,497 88,181 132,901 159,333
2023 19,706 52,352 106,025
2024 12,564 41,220
2025 5,332
Total 1,756,789
All outstanding liabilities before 2016, net of reinsurance —
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)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
45.1 % 36.5 % 11.5 % 4.4 % 0.8 % 0.7 % 0.4 % 0.3 % 0.2 % 0.1 %
Open Market - Property
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2025
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 $ 27,345 $ 27,821 $ 24,156 $ 23,458 $ 23,186 $ 22,998 $ 23,053 $ 22,960 $ 22,963 $ 22,952 $ 13
2017 80,691 75,941 66,829 67,271 67,065 66,433 66,185 65,990 65,864 615
2018 27,975 24,480 24,912 24,254 23,648 23,193 23,070 22,423 1,588
2019 27,734 15,042 14,538 12,714 12,924 12,823 12,682 878
2020 29,562 25,704 22,444 21,944 21,852 20,831 1,643
2021 21,893 16,225 14,979 14,488 14,059 1,702
2022 22,060 15,594 15,164 15,229 2,987
2023 13,508 14,692 13,222 3,897
2024 31,026 23,876 15,059
2025 41,456 34,353
Total $ 252,595 $ 62,735
Open Market - Property
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 $ 9,936 $ 18,182 $ 21,015 $ 22,009 $ 22,358 $ 22,691 $ 22,783 $ 22,842 $ 22,930 $ 22,939
2017 43,276 55,204 62,342 63,491 64,650 64,736 65,118 65,193 65,249
2018 5,132 15,330 18,068 18,791 19,811 20,852 20,787 20,835
2019 4,059 7,024 8,441 9,949 11,278 11,450 11,804
2020 6,093 11,581 15,602 17,364 18,522 19,188
2021 2,321 6,813 9,577 11,115 12,357
2022 3,384 7,988 10,366 12,242
2023 3,484 6,735 9,325
2024 1,960 8,817
2025 7,103
Total 189,860
All outstanding liabilities before 2016, net of reinsurance 329
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)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
48.1 % 33.5 % 8.8 % 3.8 % 3.0 % 1.5 % 0.9 % 0.2 % 0.1 % 0.1 %
Open Market - Specialty
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2025
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ —
2017 4,146 3,582 3,537 3,672 3,046 2,860 2,568 2,551 2,770 211
2018 3,462 3,812 4,100 3,640 3,690 3,559 3,488 3,581 88
2019 8,964 8,616 7,919 8,254 8,641 8,707 8,881 195
2020 25,395 20,582 22,577 21,122 21,219 24,994 4,610
2021 30,377 31,766 28,228 33,993 36,519 16,160
2022 36,119 33,528 43,192 44,261 17,861
2023 56,583 42,668 36,250 12,754
2024 104,829 69,435 44,057
2025 93,855 82,840
Total $ 320,545 $ 178,776
Open Market - Specialty
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ —
2017 68 889 1,543 2,018 2,238 2,387 2,455 2,510 2,559
2018 543 1,664 2,331 2,885 3,158 3,312 3,409 3,493
2019 1,847 4,625 5,997 7,171 8,098 8,522 8,686
2020 2,913 13,404 16,407 17,723 18,860 20,384
2021 8,814 11,246 14,486 17,528 20,359
2022 740 7,220 13,727 26,399
2023 4,836 14,523 23,496
2024 9,502 25,378
2025 11,015
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)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
13.3 % 22.5 % 21.5 % 20.1 % 8.8 % 6.0 % 3.7 % 2.4 % 1.7 % — %
Innovations Segment
Innovations - Casualty
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2025
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ —
2017 — — — — — — — — — —
2018 — — — — — — — — —
2019 — — — — — — — —
2020 — — — — — — —
2021 643 643 457 503 337 337
2022 2,228 1,947 1,996 1,747 1,729
2023 8,222 7,701 5,316 5,225
2024 10,647 13,396 12,561
2025 14,793 14,501
Total $ 35,589 $ 34,353
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Innovations - Casualty
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ —
2017 — — — — — — — — —
2018 — — — — — — — —
2019 — — — — — — —
2020 — — — — — —
2021 — — — — —
2022 15 18 18 19
2023 146 11 91
2024 832 835
2025 292
Total 1,236
All outstanding liabilities before 2016, net of reinsurance —
Liabilities for claims and claims adjustment expenses, net of reinsurance (Casualty) $ 34,353
Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) (1)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
11.6 % 17.0 % 14.9 % 11.9 % 11.1 % 12.3 % 7.0 % 4.4 % 3.7 % 6.1 %
(1) Due to lack of payment history for Innovations segment, the above table is based on the Open Market segment for same line of business.
Innovations - Financial
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2025
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ —
2017 — — — — — — — — — —
2018 — — — — — — — — —
2019 — — — — — — — —
2020 — — — — — — —
2021 — — — — — —
2022 234 234 86 260 —
2023 1,863 2,552 2,562 245
2024 3,996 5,308 2,376
2025 7,014 4,728
Total $ 15,143 $ 7,349
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Innovations - Financial
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ —
2017 — — — — — — — — —
2018 — — — — — — — —
2019 — — — — — — —
2020 — — — — — —
2021 — — — — —
2022 3 16 32 260
2023 81 669 2,317
2024 2,001 2,932
2025 2,285
Total 7,795
All outstanding liabilities before 2016, net of reinsurance —
Liabilities for claims and claims adjustment expenses, net of reinsurance (Financial) $ 7,349
Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) (1)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
14.0 % 25.8 % 23.2 % 18.0 % 11.5 % 5.9 % 1.2 % 0.3 % 0.1 % — %
(1) Due to lack of payment history for Innovations segment, the above table is based on the Open Market segment for same line of business.
Innovations - Health
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2025
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 $ 1,020 $ 1,020 $ 714 $ 694 $ 694 $ 694 $ 694 $ 647 $ 647 $ 647 $ —
2017 903 894 1,147 1,147 1,147 1,018 987 987 987 —
2018 1,121 1,281 1,267 1,263 1,097 1,024 1,024 1,024 —
2019 2,943 3,900 3,849 3,829 3,790 3,790 3,790 —
2020 9,677 9,751 9,819 9,745 9,688 9,689 —
2021 19,052 21,402 21,328 20,999 21,024 —
2022 4,572 4,967 4,106 4,156 14
2023 1,214 1,067 1,104 18
2024 1,235 1,290 272
2025 1,186 261
Total $ 44,897 $ 564
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Innovations - Health
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 $ 245 $ 566 $ 626 $ 644 $ 647 $ 647 $ 647 $ 647 $ 647 $ 647
2017 272 855 967 987 987 987 987 987 987
2018 438 818 1,017 1,025 1,025 1,024 1,024 1,024
2019 878 3,542 3,788 3,791 3,790 3,790 3,790
2020 6,777 9,478 9,689 9,688 9,688 9,689
2021 15,710 20,763 21,003 20,999 21,024
2022 2,211 3,847 4,077 4,142
2023 537 1,033 1,086
2024 429 1,018
2025 925
Total 44,332
All outstanding liabilities before 2016, net of reinsurance —
Liabilities for claims and claims adjustment expenses, net of reinsurance (Health) $ 564
Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
57.3 % 41.5 % 1.2 % — % — % — % — % — % — % — %
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Innovations - Multiline
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2025
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ — $ —
2017 — — — — — — — — — —
2018 4 8 8 9 9 9 9 9 —
2019 1,237 1,065 1,224 1,153 1,198 1,101 1,443 1
2020 2,132 2,230 2,135 2,185 2,273 2,218 17
2021 3,345 2,914 3,064 2,786 2,787 53
2022 13,129 12,283 14,248 14,755 2,395
2023 33,566 32,325 33,790 10,941
2024 33,664 28,796 13,638
2025 26,801 18,533
Total $ 110,599 $ 45,578
Innovations - Multiline
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 $ — $ — $ — $ — $ — $ — $ — $ — $ — $ —
2017 — — — — — — — — —
2018 — 1 6 9 9 9 9 9
2019 182 845 1,148 1,115 1,148 1,081 1,441
2020 1,286 2,034 2,088 2,131 2,231 2,201
2021 1,314 2,132 2,487 2,649 2,735
2022 3,181 7,193 9,832 12,360
2023 11,793 17,024 22,849
2024 7,530 15,158
2025 8,268
Total 65,020
All outstanding liabilities before 2016, net of reinsurance —
Liabilities for claims and claims adjustment expenses, net of reinsurance (Multiline) $ 45,578
Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) (1)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
45.1 % 36.5 % 11.5 % 4.4 % 0.8 % 0.7 % 0.4 % 0.3 % 0.2 % 0.1 %
(1) Due to lack of payment history for Innovations segment, the above table is based on the Open Market segment for same line of business.
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Innovations - Specialty
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2025
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 — — — — — — — — — — $ —
2017 — — — — — — — — — —
2018 — — — — — — — — —
2019 — — — — — — — —
2020 — — — — — — —
2021 118 331 36 36 33 4
2022 1,445 858 787 774 16
2023 3,240 3,880 3,304 209
2024 3,817 5,555 1,066
2025 1,201 168
Total 10,868 $ 1,463
Innovations - Specialty
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 — — — — — — — — — —
2017 — — — — — — — — —
2018 — — — — — — — —
2019 — — — — — — —
2020 — — — — — —
2021 18 37 30 30 30
2022 431 807 758 758
2023 1,379 2,723 3,095
2024 2,805 4,490
2025 1,033
Total 9,405
All outstanding liabilities before 2016, net of reinsurance —
Liabilities for claims and claims adjustment expenses, net of reinsurance (Specialty) 1,463
Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) (1)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
13.3 % 22.5 % 21.5 % 20.1 % 8.8 % 6.0 % 3.7 % 2.4 % 1.7 % — %
(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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Corporate - Runoff Business
Corporate - Property
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2025
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 — — — — — — — — — — —
2017 — — — — — — — — — —
2018 — — — — — — — — —
2019 — — — — — — — —
2020 631 547 50 239 274 272 1
2021 5,760 6,622 6,620 6,634 6,652 43
2022 24,309 33,160 36,160 36,340 124
2023 43,821 46,930 48,305 420
2024 27,354 27,739 1,412
2025 —
Total 119,308 $ 1,999
Corporate - Property
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
(Unaudited - Supplementary Information)
2016 — — — — — — — — — —
2017 — — — — — — — — —
2018 — — — — — — — —
2019 — — — — — — —
2020 144 160 48 237 272 272
2021 2,665 6,553 6,553 6,553 6,609
2022 15,900 32,971 35,968 36,216
2023 30,063 44,949 47,885
2024 22,527 26,327
2025 —
Total 117,309
All outstanding liabilities before 2016, net of reinsurance —
Liabilities for claims and claims adjustment expenses, net of reinsurance (Corporate) 1,999
Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) (1)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
48.1 % 33.5 % 8.8 % 3.8 % 3.0 % 1.5 % 0.9 % 0.2 % 0.1 % 0.1 %
(1) Due to lack of payment history for Innovations segment, the above table is based on the Open Market segment for same line of business.
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Reconciliation of Loss Development Tables to Consolidated Balance Sheet
The following reconciles the reserve for losses and LAE at December 31, 2025, included in the loss development tables to the loss and LAE reserves reported in the consolidated balance sheet:
Net outstanding liabilities
Reinsurance recoverable on unpaid claims
Gross outstanding liabilities
Open Market :
Casualty $ 237,659 $ — $ 237,659
Financial 72,256 — 72,256
Health 242 — 242
Multiline 236,653 118 236,771
Property 63,064 34,007 97,071
Specialty 178,776 40,752 219,528
Total Open Market segment 788,650 74,877 863,527
Innovations:
Casualty 34,353 — 34,353
Financial 7,349 77 7,426
Health 564 490 1,054
Multiline 45,578 4,071 49,649
Specialty 1,463 991 2,454
Total Innovations segment 89,307 5,629 94,936
Corporate - Runoff Property 1,999 886 2,885
Total $ 879,956 $ 81,392 961,348
Unallocated claims adjustment expenses 6,077
Other 535
Total loss and LAE reserves $ 967,960
9. RETROCESSION
From time to time, the Company purchases retrocessional coverage for one or more of the following reasons: to manage its overall exposure, reduce its net liability on individual risks, obtain additional underwriting capacity, and balance its underwriting portfolio. The Company records loss and LAE recoverable from retrocessionaires as assets.
The following table provides a breakdown of ceded reinsurance:
Year ended December 31, 2025 2024 2023
Gross ceded premiums $ 81,852 $ 77,070 $ 42,762
Earned ceded premiums $ 72,159 $ 64,788 $ 43,653
Loss and loss adjustment expenses ceded $ 18,072 $ 72,095 $ 25,554
Retrocession contracts do not relieve the Company from its obligations to its cedents. Failure of retrocessionaires to honor their obligations could result in losses to the Company.
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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
Gross Net of Collateral (1)
Gross Net of Collateral (1)
A- or better by A.M. 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
Provision for credit losses ( 517 ) ( 500 )
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. This excludes any excess collateral in order to disclose the aggregate net exposure for each retrocessionaire.
At December 31, 2025, we had 2 reinsurers (2024: 3) that accounted for 10% or more of the total loss and loss adjustment expenses recoverable, net of the credit loss provision, for an aggregate gross amount of $ 20.7 million (2024: $ 49.5 million).
10. DEBT AND CREDIT FACILITIES
Debt Obligations
The following table summarizes the Company’s outstanding debt obligations.
December 31, 2025 December 31, 2024
Revolving credit facility $ 5,000 $ —
Term loans — 60,313
Accrued interest payable — 923
Less: deferred financing costs ( 276 ) ( 487 )
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.
Term Loans
On June 16, 2023, the Company entered into a Credit Agreement (the “Credit Agreement”) with a group of banks (the “Banks”), for which CIBC Bank USA is acting as administrative agent. The Credit Agreement provides, subject to certain customary conditions, for a delayed draw term loan facility (the “Loan Facility”), in an aggregate amount of $ 75.0 million. Outstanding loans (“Term Loans”) under the Facility will (i) amortize in equal quarterly installments in an aggregate annual amount equal to 5.0 % of the Term Loans and (ii) accrue interest at a rate equal to an adjusted term Secured Overnight Financing Rate (“SOFR”) plus 3.5 % per annum. The Company posted $ 10.0 million of collateral as security for the Loan Facility. The Loan Facility matures on August 1, 2026.
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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
For the year ended December 31, 2025, the Company recognized interest expense of $ 4.4 million (2024: $ 5.8 million, 2023: $ 5.3 million) relating to the total debt, which included the interest coupon, the amortization of issuance costs and the change in fair value of the interest rate swap (see Note 7).
Credit Facilities
In the normal course of business, the Company enters into agreements with financial institutions to obtain secured credit facilities. At December 31, 2025, the Company had letters of credit (“LC”) facilities with the following financial institutions:
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.
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 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
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 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.
11. SHARE CAPITAL
Ordinary Shares
The following table is a summary of changes in ordinary shares issued and outstanding:
2025 2024 2023
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 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 )
Reclassify Class A to Ordinary shares — — 35,272,013 ( 35,272,013 ) —
Balance – end of year 33,897,709 34,831,324 35,336,732 — —
The Company’s authorized share capital is 125,000,000 ordinary shares, par value of $ 0.10 per share.
On July 25, 2023, at the Company’s Annual General Meeting the shareholders approved the re-designation of Class B ordinary shares as Class A ordinary shares, and then reclassified Class A ordinary shares as “ordinary shares”, resulting in the elimination of the dual-class share structure.
At December 31, 2025, the Company has an effective Form S-3 registration statement on file with the SEC for an aggregate principal amount of $ 200.0 million in securities.
Share Repurchase Plan
On May 2, 2025, the Board of Directors re-approved the share repurchase plan, until June 30, 2026, authorizing the Company to repurchase up to $ 25.0 million of ordinary shares or securities convertible into ordinary shares in the open market, through privately negotiated transactions or Rule 10b5-1 stock trading plans. Any shares repurchased are canceled immediately upon repurchase. For the year ended December 31, 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
The Company’s authorized share capital also consists of 50,000,000 preference shares with a par value of $ 0.10 each. At December 31, 2025, the Company has no issued and outstanding preferred shares.
12. SHARE-BASED COMPENSATION
On July 25, 2023, at the Company’s Annual General Meeting the shareholders approved the Greenlight Capital Re, Ltd. 2023 Omnibus Incentive Plan, or the 2023 Incentive Plan. The 2023 Incentive Plan replaces the Greenlight Capital Re, Ltd. Amended and Restated 2004 Stock Incentive Plan, or the 2004 Stock Incentive Plan. The aggregate number of ordinary shares that are available to be delivered pursuant to awards granted under the 2023 Incentive Plan is equal to the sum of (i) 2,000,000 shares, and (ii) any shares that remained or otherwise become available under the 2004 Stock Incentive Plan as of July 25, 2023. If, after July 25, 2023, any award granted under the 2023 Incentive Plan or the 2004 Stock Incentive Plan is forfeited or otherwise expires, terminates or is canceled, then the number of ordinary shares subject to such award that were not issued shall become available for issuance under the 2023 Incentive Plan. The 2023 Incentive Plan is administered by the Compensation Committee of the Board of Directors.
At December 31, 2025, 2,932,559 (2024: 2,834,519 ) ordinary shares remained available for future issuance under the Company’s 2023 Incentive Plan. Under this plan, the Company is authorized to issue restricted shares, RSUs, and stock options. Share-based awards contain restrictions relating to vesting (service-based and/or performance-based), forfeiture in the event of termination of employment, transferability, and other matters.
Restricted Shares
The following table summarizes the activity for unvested outstanding restricted share awards (“RSs”):
Performance RSs
Service RSs
Number of
non-vested
restricted
shares Weighted
average
grant date
fair value Number of
non-vested
restricted
shares Weighted
average
grant date
fair value
Balance at December 31, 2023 1,042,688 $ 9.94 419,604 $ 9.18
Granted — — 58,751 12.51
Vested ( 3,351 ) 7.76 ( 286,799 ) 9.34
Forfeited ( 94,750 ) 10.71 — —
Balance at December 31, 2024 944,587 $ 9.87 191,556 9.96
Granted — — 56,322 13.05
Vested ( 222,532 ) 9.65 ( 134,418 ) 10.02
Forfeited ( 374,474 ) 9.08 ( 2,212 ) 9.85
Balance at December 31, 2025 347,581 $ 10.87 111,248 $ 11.45
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: $ 1.2 million) of unrecognized compensation cost relating to non-vested restricted shares, which the Company expects to recognize over a weighted-average period of 0.6 years (2024: 0.9 years). For the year ended December 31, 2025, the total fair value of RSs vested was $ 4.9 million (2024: $ 3.4 million).
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
Service RSUs
Number of
non-vested
RSUs Weighted
average
grant date
fair value Number of
non-vested
RSUs Weighted
average
grant date
fair value
Balance at December 31, 2023 154,445 $ 8.03 110,425 $ 8.78
Granted 258,148 11.85 124,425 11.85
Vested ( 456 ) 11.85 ( 77,537 ) 8.96
Forfeited ( 8,611 ) 9.74 ( 7,479 ) 10.81
Balance at December 31, 2024 403,526 $ 10.43 149,834 11.14
Granted 185,551 13.16 149,435 13.16
Vested ( 38,752 ) 6.82 ( 62,041 ) 10.46
Forfeited ( 59,502 ) 7.55 ( 12,477 ) 12.34
Balance at December 31, 2025 490,823 $ 12.10 224,751 $ 12.60
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 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 %.
At December 31, 2025, the total compensation cost related to non-vested RSUs not yet recognized was $ 3.1 million (2024: $ 1.2 million), which the Company expects to recognize over a weighted-average period of 1.6 years (2024: 1.7 years). For the year ended December 31, 2025, the total fair value of RSUs vested was $ 1.4 million (2024: $ 0.7 million).
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. These options vest 50,000 annually and expire in 10 years from the grant date. The grant date fair value of these options was $ 4.31 per share, based on the Black-Scholes option pricing model. The following inputs were used in this pricing model:
Expected volatility 36.4 %
Expected term (in years) 5
Expected dividend yield — %
Risk-free interest rate 3.9 %
Stock price at grant date $ 11.20
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The following table summarizes the stock option activity:
Number of
options outstanding Weighted
average
exercise
price Weighted
average
grant date
fair value Intrinsic value (in $ millions)
Weighted average remaining contractual term
Balance at December 31, 2022 690,337 $ 22.25 $ 10.18 $ — 4.0 years
Expired ( 38,197 ) 26.44 13.09
Balance at December 31, 2023 652,140 22.01 10.01 — 3.2 years
Granted 250,000 11.20 4.31
Expired ( 31,821 ) 32.37 15.71
Balance at December 31, 2024 870,319 18.52 8.17 0.7 4.2 years
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:
December 31, 2025 December 31, 2024 December 31, 2023
Number of options exercisable 629,636 620,319 652,140
Weighted-average exercise price $ 20.32 $ 21.47 $ 22.01
Weighted-average remaining contractual term 1.9 2.3 3.2
Intrinsic value
$ 0.2 $ — $ —
During the year ended December 31, 2025, 50,000 options vested (2024: nil ). 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: $$ 0.6 million), which the Company expects to recognize over a weighted-average period of 2.2 years
Stock Compensation Expense
For the year ended December 31, 2025, the Company recorded $ 7.1 million (2024: $ 4.5 million, 2023: $ 6.1 million) of total stock compensation expense (net of forfeitures) - see Note 16 “ Separation Agreement with Former CEO ” during the year ended December 31, 2023. Forfeiture recoveries were immaterial for the current and last two fiscal years.
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13. EARNINGS PER SHARE
The following table reconciles net income and weighted average shares used in computing basic and diluted EPS:
Years ended December 31,
2025 2024 2023
Numerator for EPS:
Net income - basic $ 74,832 $ 42,816 $ 86,830
Net income - diluted $ 74,832 $ 42,816 $ 86,830
Denominator for EPS:
Weighted average shares outstanding - basic 33,816,820 34,097,572 34,067,974
Effect of dilutive employee and director share-based awards 685,705 555,881 729,885
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
EPS:
Basic $ 2.21 $ 1.26 $ 2.55
Diluted 2.17 1.24 2.50
14. NET INVESTMENT INCOME
The following table provides a breakdown of net investment income:
Years ended December 31, 2025 2024 2023
Interest and dividend income, net of withholding taxes and other expenses $ 25,267 $ 32,425 $ 35,629
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
Net investment income 24,457 45,954 43,408
Share of Solasglas' net income (see Note 3) 35,711 33,605 28,696
Total investment income $ 60,168 $ 79,559 $ 72,104
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15. INCOME TAXES
Domestic vs. 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
The following table shows the breakdown of the Company’s current and deferred income tax benefit (expense) on a consolidated basis:
Year ended December 31, 2025 2024 2023
Current income tax benefit (expense):
Ireland ( 1,653 ) ( 730 ) —
United Kingdom (U.K.) 215 119 ( 587 )
U.S. ( 73 ) ( 138 ) ( 100 )
Deferred income tax benefit (expense):
Ireland — — ( 1,698 )
U.K. ( 1,968 ) — —
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
Ireland
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
U.S. 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. federal rates and regulations prescribed by the U.S. Internal Revenue Service (“IRS”). Verdant’s taxable income is generally expected to be taxed at a marginal rate of 21% (2024: 21% and 2023: 21%). Verdant’s tax years 2019 and beyond remain open and may be subject to examination by the IRS.
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
U.S. $ 99 $ 223 $ ( 1,022 )
U.K. 1,079 — —
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 $ —
16. RELATED PARTY TRANSACTIONS
Investment Advisory Agreement
Each of DME, DME II, and DME Advisors is an affiliate of the Chairman and, therefore, is a related party to the Company.
The Company has entered into the Solasglas LPA (as described in Note 3 of the consolidated financial statements). DME II receives a performance allocation equal to (with capitalized terms having the meaning provided under the Solasglas LPA) (a) 10 % of the portion of the Positive Performance Change for each limited partner’s capital account that is less than or equal to the positive balance in such limited partner’s Carryforward Account, plus (b) 20 % of the portion of the Positive Performance Change for each limited partner’s capital account that exceeds the positive balance in such limited partner’s Carryforward Account. The Carryforward Account for Greenlight Re and GRIL includes the amount of investment losses to be recouped, including any loss generated on the assets invested in Solasglas, subject to adjustments for redemptions. The loss carry-forward provision in the Solasglas LPA allows DME II to earn a reduced performance allocation of 10 % of profits in years subsequent to any year in which Solasglas has incurred a loss until all losses are recouped, and an additional amount equal to 150 % of the loss is earned.
In accordance with the Solasglas LPA, DME Advisors constructs a levered investment portfolio as agreed by the Company (the “Investment Portfolio” as defined in the Solasglas LPA). On September 1, 2018, Solasglas entered into the IAA with DME Advisors, which entitles DME Advisors to a monthly management fee equal to 0.125 % ( 1.5 % on an annual basis) of each limited partner’s Investment Portfolio. The IAA has an initial term ending on August 31, 2023, subject to an automatic extension for successive three-year terms.
For a detailed breakdown of management fees and performance compensation for the years ended December 31, 2025, 2024, and 2023, refer to Note 3.
Pursuant to the Solasglas LPA and the IAA, the Company has agreed to indemnify DME, DME II, and DME Advisors for any expense, loss, liability, or damage arising out of any claim asserted or threatened in connection with DME Advisors serving as the Company’s or Solasglas’ investment advisor. The Company will reimburse DME, DME II, and DME Advisors for reasonable costs and expenses of investigating and defending such claims provided such claims were not caused due to gross negligence, breach of contract, or misrepresentation by DME, DME II, or DME Advisors. The Company incurred no indemnification amounts during the periods presented.
Green Brick Partners, Inc.
David Einhorn also serves as the Chairman of the Board of Directors of Green Brick Partners, Inc. (“GRBK”), a publicly-traded company. At December 31, 2025, Solasglas, along with certain affiliates of DME Advisors, collectively owned 23.7 % of the issued and outstanding common shares of GRBK. Under applicable securities laws, DME Advisors may sometimes be limited in its ability to trade GRBK shares held in Solasglas. At December 31, 2025, Solasglas held 0.8 million shares of GRBK.
Service Agreement
The Company has entered into a service agreement with DME Advisors, pursuant to which DME Advisors provides certain investor relations services to the Company for compensation of five thousand dollars per month (plus
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expenses). The agreement automatically renews annually until terminated by either the Company or DME Advisors for any reason with 30 days prior written notice to the other party.
Collateral Assets Investment Management Agreement
Effective January 1, 2019, the Company (and its subsidiaries) entered into a collateral assets investment management agreement (the “CMA”) with DME Advisors, pursuant to which DME Advisors manages certain assets of the Company that are not subject to the Solasglas LPA and are held by the Company to provide collateral required by the cedents in the form of trust accounts and letters of credit. In accordance with the CMA, DME Advisors receives no fees and is required to comply with the collateral investment guidelines. The CMA can be terminated by any of the parties upon 30 days’ prior written notice to the other parties.
Separation Agreement with Former CEO
On November 3, 2023, the Company entered into a Deed of Settlement and Release (“Separation Agreement”) with the former CEO (Mr. Simon Burton) pursuant to which Mr. Burton’s employment with the Company would terminate by mutual consent, including resignation from the Board of Directors, effective as of December 31, 2023. The following is a summary of the material financial terms of the Separation Agreement:
• $ 2.4 million cash severance payable over 18 months and $ 0.3 million salary continuance to April 30, 2024;
• $ 1.5 million non-cash charge for accelerated vesting for Mr. Burton’s remaining 235,936 service restricted shares and modified vesting condition for Mr. Burton’s remaining 532,035 performance restricted shares in which the service condition is no longer a requirement for vesting (see Note 12); and
• $ 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.
17. COMMITMENTS AND CONTINGENCIES
a) Concentration of Credit Risk
Cash and cash equivalents
The Company monitors its concentration of credit risk with financial institutions and limits acceptable counterparties based on current rating, outlook and other relevant factors.
Investments
The Company’s 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
The following table shows the breakdown of reinsurance balances receivable:
December 31, 2025 December 31, 2024
Amount
%
Amount
%
Premiums receivable
$ 246,533 37.1 % $ 253,627 36.0 %
Funds withheld:
Funds held by cedants 32,337 4.9 % 58,183 8.3 %
Premiums held by Lloyds' syndicates
336,216 50.6 % 278,265 39.5 %
Funds at Lloyd’s
44,185 6.7 % 113,324 16.1 %
Profit commission receivable
6,459 1.0 % 2,103 0.3 %
Total before provision
665,730 100.2 % 705,502 100.2 %
Provision for expected credit losses
( 1,349 ) ( 0.2 ) % ( 1,019 ) ( 0.1 ) %
Reinsurance balances receivable, net
$ 664,381 100.0 % $ 704,483 100.1 %
The Company has posted deposits at Lloyd’s to support underwriting capacity for certain syndicates, including Syndicate 3456 (see Note 19). Lloyd’s has a credit rating of “A+” (Superior) from A.M. Best, as revised in August 2024.
Premiums receivable includes a significant portion of estimated premiums not yet due. Brokers and other intermediaries are responsible for collecting premiums from customers on the Company’s behalf. The Company monitors its concentration of credit risks from brokers (see Note 18). 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.
Loss and loss adjustment expenses recoverable, net
The Company regularly evaluates its net credit exposure to the retrocessionaires and their abilities to honor their respective obligations. See Note 9 for analysis of concentration of credit risk relating to retrocessionaires.
b) Lease Obligations
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.
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, 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, 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:
Year ending December 31,
2026 $ 698
2027 617
2028 635
2029 654
2030 559
Total lease payments 3,163
Less present value discount ( 485 )
Present value of lease liabilities $ 2,678
c) Litigation
From time to time, in the ordinary course of business, the Company may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation. The outcomes of these procedures determine the rights and obligations under the Company’s reinsurance contracts and other contractual agreements. In some disputes, the Company may seek to enforce its rights under an agreement or collect funds owed. In other matters, the Company may resist attempts by others to collect funds or enforce alleged rights. While the Company cannot predict the outcome of legal disputes with certainty, the Company does not believe that any existing dispute, when finally resolved, will have a material adverse effect on the Company’s business, financial condition, or operating results.
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.
18. SEGMENT REPORTING
The Company has two reportable segments:
Open Market
In the Open Market segment, the Company underwrites reinsurance business, sourced through the brokerage distribution channels and Lloyd’s. The Company writes mostly treaty reinsurance, on a proportional and non-proportional basis. The lines of business for this segment are as follows: Casualty, Financial, Health, Multiline, Property and Specialty.
Innovations
In the Innovations segment, the Company provides reinsurance capacity to startup companies and MGAs based globally, sourced mainly through direct placements with its strategic partners. This segment also includes business written by Syndicate 3456. The lines of business for this segment are as follows: Casualty, Financial, Health, Multiline and Specialty.
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. GAAP. Comparatives have been recast to conform with the new reportable segments.
Year ended December 31, 2025: Open Market Innovations Corporate Total Consolidated
Gross premiums written $ 652,229 $ 121,598 $ ( 566 ) $ 773,261
Net premiums written $ 601,690 $ 90,233 $ ( 514 ) $ 691,409
Net premiums earned $ 576,032 $ 85,626 $ ( 514 ) $ 661,144
Net loss and LAE incurred ( 358,396 ) ( 51,472 ) ( 1,724 ) ( 411,592 )
Acquisition costs ( 158,465 ) ( 26,818 ) 430 ( 184,853 )
Other underwriting expenses ( 21,114 ) ( 7,513 ) — ( 28,627 )
Deposit interest expense, net ( 421 ) — — ( 421 )
Underwriting income (loss) 37,636 ( 177 ) ( 1,808 ) 35,651
Reconciliation to income before income taxes:
Net investment income (loss) 32,036 ( 10,064 ) 2,485 24,457
Corporate and other expenses — ( 2,703 ) ( 18,904 ) ( 21,607 )
Income from investment in Solasglas 35,711 35,711
Foreign exchange gains (losses) 8,465 8,465
Interest expense ( 4,366 ) ( 4,366 )
Income (loss) before income taxes $ 69,672 $ ( 12,944 ) $ 21,583 $ 78,311
Additional information:
Net loss and LAE incurred:
Attritional losses $ ( 303,968 ) $ ( 49,219 ) $ 234 $ ( 352,953 )
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 )
Total allocated assets (1)
$ 480,110 $ 130,076 $ 1,559,597 $ 2,169,783
(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.
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Year ended December 31, 2024: Open Market Innovations Corporate Total Consolidated
Gross premiums written $ 603,798 $ 94,725 $ ( 188 ) $ 698,335
Net premiums written $ 541,446 $ 80,016 $ ( 197 ) $ 621,265
Net premiums earned $ 511,922 $ 86,352 $ 21,680 $ 619,954
Net loss and LAE incurred ( 341,586 ) ( 51,939 ) ( 33,744 ) ( 427,269 )
Acquisition costs ( 144,852 ) ( 27,151 ) ( 4,772 ) ( 176,775 )
Other underwriting expenses ( 19,175 ) ( 3,682 ) — ( 22,857 )
Deposit interest expense, net ( 1,228 ) — — ( 1,228 )
Underwriting income (loss) 5,081 3,580 ( 16,836 ) ( 8,175 )
Reconciliation to income before income taxes:
Net investment income 42,629 702 2,623 45,954
Corporate and other expenses — ( 2,445 ) ( 13,932 ) ( 16,377 )
Income from investment in Solasglas 33,605 33,605
Foreign exchange gains (losses) ( 5,606 ) ( 5,606 )
Interest expense ( 5,836 ) ( 5,836 )
Income (loss) before income taxes $ 47,710 $ 1,837 $ ( 5,982 ) $ 43,565
Additional information:
Net loss and LAE incurred:
Attritional losses $ ( 290,961 ) $ ( 52,235 ) $ ( 5,780 ) $ ( 348,976 )
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 )
Total allocated assets (1)
$ 454,647 $ 110,119 $ 1,451,457 $ 2,016,223
(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.
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Year ended December 31, 2023: Open Market Innovations Corporate Total Consolidated
Gross premiums written $ 504,435 $ 88,602 $ 43,773 $ 636,810
Net premiums written $ 466,544 $ 83,608 $ 43,896 $ 594,048
Net premiums earned $ 466,751 $ 71,769 $ 44,627 $ 583,147
Net loss and LAE incurred ( 262,290 ) ( 44,855 ) ( 52,859 ) ( 360,004 )
Acquisition costs ( 136,356 ) ( 22,381 ) ( 10,140 ) ( 168,877 )
Other underwriting expenses ( 16,827 ) ( 2,760 ) — ( 19,587 )
Deposit interest expense, net ( 2,687 ) — — ( 2,687 )
Underwriting income (loss) 48,591 1,773 ( 18,372 ) 31,992
Reconciliation to income before income taxes:
Net investment income 37,351 2,732 3,325 43,408
Corporate and other expenses — ( 3,080 ) ( 20,573 ) ( 23,653 )
Income from investment in Solasglas 28,696 28,696
Foreign exchange gains (losses) 11,566 11,566
Other income 265 265
Interest expense ( 5,344 ) ( 5,344 )
Income (loss) before income taxes $ 85,942 $ 1,425 $ ( 437 ) $ 86,930
Additional information:
Net loss and LAE incurred:
Attritional losses $ ( 243,440 ) $ ( 44,425 ) $ ( 32,162 ) $ ( 320,027 )
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 )
Total allocated assets (1)
$ 485,388 $ 98,467 $ 1,151,452 $ 1,735,307
(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.
The other underwriting expenses includes general and administrative expenses directly attributable to each of the segment, in addition to allocated indirect overhead costs.
The net investment income includes:
• Interest income earned on restricted cash (see Note 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 ); and
• 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.
Concentration of revenue
The Company has a diverse client base, for which there was no individual customer that accounted for more than 10% of the total consolidated gross premiums written for the years ended December 31, 2025, 2024, and 2023.
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Premiums by Geographic Area
The following table presents gross premiums written by the geographical location of the Company’s subsidiaries:
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
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 %
19. STATUTORY REQUIREMENTS
The Company’s reinsurance operations are subject to insurance laws and regulations in the jurisdictions in which they operate, principally in the Cayman Islands and in Ireland. Additionally, the Company’s Syndicate 3456 is regulated by Lloyd’s. These regulations include certain restrictions on the amount of dividends or other distribution, such as loans or cash advances, available to shareholders without prior approval of the respective regulatory authorities.
The statutory capital and surplus and required minimum statutory capital and surplus of the Company’s most significant regulated reinsurance operations are detailed below:
Cayman Islands
Ireland
At December 31, 2025 2024 2025 2024
Statutory capital and surplus
609,397 $ 603,095 66,762 64,677
Required statutory capital surplus
354,618 307,875 41,004 39,759
Excess statutory capital
254,779 $ 295,220 25,758 $ 24,918
The statutory net income for the Company’s most significant regulated reinsurance operations were as follows:
Greenlight Re
GRIL
Year ended December 31, 2025
$ 69,866 $ 10,559
Year ended December 31, 2024
$ 47,360 $ 4,368
Year ended December 31, 2023
$ 85,464 $ 11,479
Cayman Islands
Greenlight Re is subject to the Cayman Islands’ Insurance (Capital and Solvency) (Classes B, C, and D Insurers) Regulations, (2018 Revision) (the “Insurance Regulations”). Under this Insurance Regulations, Greenlight Re is required to maintain minimum statutory capital and surplus equal to the greater of: a) the Minimum Capital Requirement of $ 50.0 million and b) the Prescribed Capital Requirement (“PCR”) as defined in the Insurance Regulations.
Greenlight Re is not required to prepare statutory financial statements for filing with CIMA. There were no material differences between Greenlight Re’s GAAP capital, surplus, and net income and its statutory capital, surplus, and net income at December 31, 2025 and 2024, and for the years then ended.
Any dividends declared and paid from Greenlight Re to the Company requires CIMA’s approval. During the year ended December 31, 2025, $ 61.0 million of dividends (2024: $ 22.5 million, 2023: $ 8.3 million) were declared or paid by Greenlight Re to the Company. The dividends were approved by CIMA and resulted in the return of additional share capital to the Company. At December 31, 2025, $ 254.8 million (2024: $ 295.2 million) of Greenlight Re’s capital and surplus was available for distribution as dividends.
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Ireland
Effective January 1, 2016, the Company’s Irish subsidiary (GRIL) is obligated to maintain at all times the Minimum Capital Requirement (“Irish MCR”) and the Solvency Capital Requirement (“SCR”) as calculated by reference to Solvency II definition.
There were no material differences between the statutory financial statements and statements prepared in accordance with U.S. GAAP for GRIL at December 31, 2025 and 2024, and for the years then ended.
The amount of dividends that GRIL is permitted to distribute is limited to its excess statutory capital, as noted in the above table. The Central Bank of Ireland has powers to intervene if a dividend payment were to breach regulatory capital requirements. During the year ended December 31, 2025, $ 7.5 million of dividends (2024: $ 20.0 million, 2023: nil ) were declared or paid by GRIL to the Company.
Lloyd’s of London
The Company operates in the Lloyd’s market through its corporate member, GCM, which provides 100% of Syndicate 3456’s capital support. Syndicate 3456 is managed by a third party managing agency. GCM and Syndicate 3456 are bound by the rules of Lloyd’s, which are prescribed by Bye-laws and Requirements made by the Council of Lloyd’s under powers conferred by the Lloyd’s Act 1982. These rules prescribe members’ membership subscription, the level of their contributions to the Lloyd’s Central Fund and the assets they must deposit with Lloyd’s in support of their underwriting. Further, the Council of Lloyd’s has broad powers to sanctions breaches of its rules, including the power to restrict or prohibit a member’s participation on Lloyd’s syndicates.
The underwriting capacity of a member of Lloyd’s must be supported by providing a deposit, known as “Funds at Lloyds” or “FAL”, in the form of cash, certain investment securities, or letters of credit. The FAL is not available for distributions for the payment of dividends or for working capital requirements. Further, corporate members may also be required to maintain funds under the control of Lloyd’s in excess of their capital requirements and such funds also may not be available for distribution for the payment of dividends. The amount of FAL for Syndicate 3456 is determined by Lloyd’s and is based on Syndicate 3456’s solvency and capital requirement based on an internal capital model. See Note 17 for total FAL for Syndicate 3456 and other syndicates in which the Company has a participation interest.
20. SUBSEQUENT EVENTS
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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SCHEDULE I
GREENLIGHT CAPITAL RE, LTD.
SUMMARY OF INVESTMENTS — OTHER THAN INVESTMENTS IN RELATED PARTIES
AS OF DECEMBER 31, 2025
(expressed in thousands of U.S. dollars)
Cost Fair Value Amount Shown in Balance Sheet
Other investments
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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SCHEDULE II
GREENLIGHT CAPITAL RE, LTD.
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEETS — PARENT COMPANY ONLY
(expressed in thousands of U.S. dollars)
December 31, 2025 December 31, 2024
Assets
Cash and cash equivalents $ 1,710 $ 5,297
Investment in subsidiaries 710,747 690,932
Due from subsidiaries — 154
Other assets 452 542
Total assets $ 712,909 $ 696,925
Liabilities and equity
Liabilities
Debt $ 4,724 $ 60,749
Other liabilities 160 282
Due to subsidiaries 48 15
Total liabilities 4,932 61,046
Shareholders’ equity
Share capital 3,390 3,483
Additional paid-in capital 478,910 481,551
Retained earnings 225,677 150,845
Total shareholders’ equity 707,977 635,879
Total liabilities and equity $ 712,909 $ 696,925
GREENLIGHT CAPITAL RE, LTD.
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENT OF OPERATIONS — PARENT COMPANY ONLY
(expressed in thousands of U.S. dollars)
2025 2024 2023
Revenue
Net investment income $ 85 $ 143 $ 5
Other income (expense) — ( 60 ) 239
Total revenues 85 83 244
Expenses
Corporate expenses 8,043 6,059 9,042
Interest expense 4,366 5,836 5,344
Total expenses 12,409 11,895 14,386
Loss before equity in net income of subsidiaries ( 12,324 ) ( 11,812 ) ( 14,142 )
Equity in net income of subsidiaries 87,156 54,628 100,972
Net income $ 74,832 $ 42,816 $ 86,830
Comprehensive income $ 74,832 $ 42,816 $ 86,830
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SCHEDULE II (continued)
GREENLIGHT CAPITAL RE, LTD.
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF CASH FLOWS — PARENT COMPANY ONLY
(expressed in thousands of U.S. dollars)
2025 2024 2023
Cash flows from operating activities
Net income $ 74,832 $ 42,816 $ 86,830
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 )
Net realized gain on repurchases of convertible senior notes payable — — ( 265 )
Share-based compensation expense 6,082 3,884 5,550
Accretion of debt offering costs, net of change in interest accruals ( 712 ) 1,220 ( 1,696 )
Net change in:
Due from subsidiaries 154 ( 154 ) 28,400
Other assets 90 86 125
Other liabilities ( 122 ) ( 430 ) 631
Due to subsidiaries 33 ( 181 ) ( 635 )
Net cash provided by (used in) operating activities ( 6,799 ) ( 7,387 ) 17,968
Cash flows from investing activities
Dividends and return of capital from subsidiaries 68,500 42,500 8,316
Contributions to subsidiaries ( 150 ) ( 10,500 ) ( 20,043 )
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 convertible senior notes payable — — ( 62,147 )
Repurchase of convertible senior notes payable — — ( 17,198 )
Net cash used in financing activities ( 65,138 ) ( 21,240 ) ( 5,292 )
Net increase (decrease) in cash and cash equivalents ( 3,587 ) 3,373 949
Cash and cash equivalents at beginning of the year 5,297 1,924 975
Cash and cash equivalents at end of the year $ 1,710 $ 5,297 $ 1,924
Supplementary information:
Non cash consideration to subsidiaries, net $ ( 1,009 ) $ ( 572 ) $ ( 595 )
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SCHEDULE III
GREENLIGHT CAPITAL RE, LTD.
SUPPLEMENTARY INSURANCE INFORMATION
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
(expressed in thousands of U.S. dollars)
December 31, 2025
Year ended December 31, 2025
Deferred
acquisition
costs Reserves
for losses
and LAE Unearned
premiums Net
premiums
earned Total
investment related
income (loss) Net losses,
and LAE Acquisition
costs Underwriting
expenses (2)
Net
premiums
written Deposit interest expense, net
Open Market $ 86,884 $ 870,139 $ 313,915 $ 576,032 $ 32,036 $ 358,396 $ 158,465 $ 21,114 $ 601,690 $ 421
Innovations 13,070 94,936 47,789 85,626 ( 10,064 ) 51,472 26,818 7,513 90,233 —
Corporate (1)
— 2,885 — ( 514 ) 2,485 1,724 ( 430 ) — ( 514 ) —
$ 99,954 $ 967,960 $ 361,704 $ 661,144 $ 24,457 $ 411,592 $ 184,853 $ 28,627 $ 691,409 $ 421
December 31, 2024
Year ended December 31, 2024
Deferred
acquisition
costs Reserves
for losses
and LAE Unearned
premiums Net
premiums
earned Total
investment related
income (loss) Net losses,
and LAE Acquisition
costs Underwriting
expenses (2)
Net
premiums
written Deposit interest expense, net
Open Market $ 71,432 $ 769,776 $ 290,419 $ 511,922 $ 42,629 $ 341,586 $ 144,852 $ 19,175 $ 541,446 $ 1,228
Innovations 10,817 76,986 34,132 86,352 702 51,939 27,151 3,682 80,016 —
Corporate (1)
— 14,207 — 21,680 2,623 33,744 4,772 — ( 197 ) —
$ 82,249 $ 860,969 $ 324,551 $ 619,954 $ 45,954 $ 427,269 $ 176,775 $ 22,857 $ 621,265 $ 1,228
December 31, 2023
Year ended December 31, 2023
Deferred
acquisition
costs Reserves
for losses
and LAE Unearned
premiums Net
premiums
earned Total
investment related
income (loss) Net losses,
and LAE Acquisition
costs Underwriting
expenses (2)
Net
premiums
written Deposit interest expense, net
Open Market $ 64,354 $ 597,478 $ 246,994 $ 466,751 $ 37,351 $ 262,290 $ 136,356 $ 16,827 $ 466,544 $ 2,687
Innovations 11,089 46,314 37,438 71,769 2,732 44,855 22,381 2,760 83,608 —
Corporate (1)
4,513 17,762 21,878 44,627 3,325 52,859 10,140 — 43,896 —
$ 79,956 $ 661,554 $ 306,310 $ 583,147 $ 43,408 $ 360,004 $ 168,877 $ 19,587 $ 594,048 $ 2,687
(1) Corporate includes the results of runoff business and non-underwriting income and expenses.
(2) Includes underwriting expenses and deposit interest expense, net.
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SCHEDULE IV
GREENLIGHT CAPITAL RE, LTD.
SUPPLEMENTARY REINSURANCE INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 2025, 2024, AND 2023
(expressed in thousands of U.S. dollars)
Year Direct gross
premiums Premiums
ceded to
other companies Premiums
assumed from
other companies Net written premiums Percentage of
amount
assumed to net
2025 $ — $ 81,852 $ 773,261 $ 691,409 112 %
2024 $ — $ 77,070 $ 698,335 $ 621,265 112 %
2023 $ — $ 42,762 $ 636,810 $ 594,048 107 %
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