What changed in this filing

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Item 1. Financial Statements

2023-05-09 compared with 2022-11-09 · 384 added, 514 removed, 973 unchanged (48% of the section changed)

4 unchanged sentences

dollars, except share and per share data)

September 30,

2023 December 31,

3 unchanged sentences

2022 - $ 330,439 )

$ 313,363 $ 314,527

Equity securities, at fair value (cost:

1 unchanged sentence

2022 - $ 40,509 )

45,266 43,621

Equity method investments 71,896 80,159

Other investments 140,804 117,722

Other investments (Allowance for expected credit losses:

2023 - $ 1,023 )

146,323 148,753

Total investments 576,848 587,060

2 unchanged sentences

Accrued investment income 5,433 4,122

Reinsurance balances receivable, net (includes $ 10,207 and $ 17,471 from related parties in 2022 and 2021, respectively)

Reinsurance balances receivable, net:

(includes $ 8,124 and $ 8,395 from related parties in 2023 and 2022, respectively.

Allowance for expected credit losses:

2023 - $ 190 )

Reinsurance recoverable on unpaid losses 547,975 562,845

10,406 10,707

Reinsurance recoverable on unpaid losses (Allowance for expected credit losses:

2023 - $ 4,254 )

552,513 556,116

Loan to related party 167,975 167,975

1 unchanged sentence

21,989 24,976

Funds withheld receivable (includes $ 490,603 and $ 601,460 from related parties in 2022 and 2021, respectively)

Funds withheld receivable:

(includes $ 351,525 and $ 416,835 from related parties in 2023 and 2022, respectively.

Allowance for expected credit losses:

2023 - $ 18 )

371,416 441,412

Other assets 8,140 7,874

13 unchanged sentences

Commitments and Contingencies

Preference shares 119,672 159,210

Common shares ($ 0.01 par value;

15 unchanged sentences

dollars, except per share data)

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2022 2021 2022 2021

For the Three Months Ended March 31,

Gross premiums written

3 unchanged sentences

Change in unearned premiums

7,029 8,077 25,731 32,588

Net premiums earned

12,251 15,030 23,816 40,106

Other insurance revenue

368 138 888 946

Other insurance (expense) revenue, net ( 59 ) 51

Net investment income

6,637 7,477 20,871 24,596

Net realized and unrealized investment (losses) gains ( 1,572 ) ( 937 ) 2,848 8,013

Net realized and unrealized investment gains 1,005 2,309

Total revenues

3 unchanged sentences

Commission and other acquisition expenses

5,398 6,313 12,811 19,154

General and administrative expenses

1 unchanged sentence

Interest and amortization expenses

4,833 4,832 14,498 14,495

Foreign exchange and other gains ( 8,586 ) ( 4,116 ) ( 19,121 ) ( 6,070 )

Foreign exchange and other losses (gains) 2,816 ( 3,949 )

Total expenses

30,798 12,014

(Loss) income before income taxes and interest in (loss) income of equity method investments ( 7,878 ) ( 2,485 ) ( 6,453 ) 8,983

Loss before income taxes and interest in income of equity method investments ( 11,305 ) ( 1,965 )

income tax (benefit) expense ( 28 ) 1,255

Interest in (loss) income of equity method investments ( 51 ) 1,271

Net (loss) income ( 8,160 ) ( 3,140 ) ( 9,047 ) 14,258

Net loss ( 11,328 ) ( 1,949 )

Gain from repurchase of preference shares — 3,543

Net (loss) income available to Maiden common shareholders $ ( 8,160 ) $ 2,864 $ 19,186 $ 101,426

Basic and diluted (loss) earnings per share attributable to common shareholders $ ( 0.09 ) $ 0.03 $ 0.22 $ 1.17

Net (loss) income (attributable) available to Maiden common shareholders $ ( 11,328 ) $ 1,594

Basic and diluted earnings per share attributable to common shareholders $ ( 0.11 ) $ 0.02

Weighted average number of common shares - basic 101,552,364 86,547,173

4 unchanged sentences

(in thousands of U.S.

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2022 2021 2022 2021

Net (loss) income $ ( 8,160 ) $ ( 3,140 ) $ ( 9,047 ) $ 14,258

Other comprehensive loss

Net unrealized holdings losses on fixed maturity investments arising during period ( 14,864 ) ( 10,539 ) ( 56,446 ) ( 27,864 )

Net unrealized holdings gains (losses) on equity method investments arising during period — ( 4,078 ) 4,414 ( 7,497 )

Adjustment for reclassification of net realized gains recognized in net (loss) income ( 48 ) ( 2,007 ) ( 5,696 ) ( 7,032 )

For the Three Months Ended March 31,

Net loss $ ( 11,328 ) $ ( 1,949 )

Other comprehensive income (loss)

Net unrealized holdings gains (losses) on AFS securities arising during period 1,936 ( 17,464 )

Net unrealized holdings gains on equity method investments arising during period — 4,414

Adjustment for reclassification of net realized gains recognized in net loss — ( 5,238 )

Foreign currency translation adjustment 568 5,592

Other comprehensive loss, before tax ( 12,666 ) ( 10,588 ) ( 39,634 ) ( 28,766 )

Income tax benefit related to components of other comprehensive loss 53 6 296 50

Other comprehensive loss, after tax ( 12,613 ) ( 10,582 ) ( 39,338 ) ( 28,716 )

Other comprehensive income (loss), before tax 2,504 ( 12,696 )

Income tax (expense) benefit related to components of other comprehensive loss ( 30 ) 129

Other comprehensive income (loss), after tax 2,474 ( 12,567 )

Comprehensive loss $ ( 8,854 ) $ ( 14,516 )

3 unchanged sentences

(in thousands of U.S.

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2022 2021 2022 2021

For the Three Months Ended March 31,

Preference shares - Series A, C and D

1 unchanged sentence

$ — $ 159,210

Repurchase of Preference Shares – Series A — ( 3,384 ) ( 10,891 ) ( 87,978 )

Repurchase of Preference Shares – Series C

— ( 6,037 ) ( 15,644 ) ( 72,931 )

Repurchase of Preference Shares – Series D

— ( 4,545 ) ( 13,003 ) ( 65,983 )

Ending balance

119,672 167,418 119,672 167,418

Common shares

Beginning balance

934 922 923 898

Issuance of common shares from vesting of stock based compensation 4 10

Ending balance

934 923 934 923

Additional paid-in capital

3 unchanged sentences

Share-based compensation expense

233 253 2,504 4,568

Repurchase of Preference Shares — 467 1,321 7,571

Cash settlement of restricted shares/options granted — — 10 ( 65 )

Exchange and repurchase of preference shares 93 230

Ending balance

885,125 770,910

Accumulated other comprehensive (loss) income

Accumulated other comprehensive loss

Beginning balance

( 41,234 ) ( 12,215 )

Change in net unrealized investment losses ( 14,859 ) ( 16,618 ) ( 57,432 ) ( 42,343 )

Change in net unrealized investment gains (losses) 1,906 ( 18,159 )

Foreign currency translation adjustment

2,246 6,036 18,094 13,627

Ending balance

3 unchanged sentences

( 442,863 ) ( 498,295 )

Cash settlement of restricted shares granted — — — ( 101 )

Net (loss) income ( 8,160 ) ( 3,140 ) ( 9,047 ) 14,258

Gain on repurchase of preference shares — 6,004 28,233 87,168

Opening allowance for expected credit losses ( 5,513 ) —

Net loss ( 11,328 ) ( 1,949 )

Gain from repurchase of preference shares — 3,543

Ending balance

3 unchanged sentences

( 117,075 ) ( 34,016 )

Shares repurchased

— ( 74 ) ( 1,009 ) ( 2,433 )

Shares repurchased for tax purposes ( 288 ) ( 1,017 )

Ending balance

6 unchanged sentences

(in thousands of U.S.

For the Nine Months Ended September 30, 2022 2021

For the Three Months Ended March 31, 2023 2022

Cash flows from operating activities

Net (loss) income $ ( 9,047 ) $ 14,258

Adjustments to reconcile net (loss) income to net cash flows from operating activities:

Net loss $ ( 11,328 ) $ ( 1,949 )

Adjustments to reconcile net loss to net cash flows from operating activities:

Depreciation, amortization and share-based compensation ( 579 ) 2,075

1 unchanged sentence

Net realized and unrealized investment gains ( 1,005 ) ( 2,309 )

Foreign exchange and other gains ( 19,121 ) ( 6,070 )

Change in expected credit losses ( 32 ) —

Foreign exchange and other losses (gains) 2,816 ( 3,949 )

Changes in assets – (increase) decrease:

20 unchanged sentences

Proceeds from sale and redemption of equity method investments 10,579 24,090

Proceeds from sale and redemption of equity securities — 441

Others, net ( 8 ) ( 28 )

3 unchanged sentences

Repurchase of preference shares — ( 3,099 )

Change in other liabilities due to bank overdraft — 5,764

Cash settlement of restricted shares granted and options exercised 10 ( 166 )

Net cash used in financing activities ( 288 ) ( 3,893 )

Effect of exchange rate changes on foreign currency cash, restricted cash and equivalents 105 ( 355 )

Net increase (decrease) in cash, restricted cash and cash equivalents 6,411 ( 84,865 )

Net (decrease) increase in cash, restricted cash and cash equivalents ( 5,263 ) 5,799

Cash, restricted cash and cash equivalents, beginning of period 46,624 66,087

27 unchanged sentences

Maiden creates shareholder value by actively managing and allocating our assets and capital, including through ownership and management of businesses and assets primarily in the insurance and related financial services industries where we can leverage our deep knowledge of those markets.

We are currently underwriting reinsurance risks on a retroactive basis through our indirect wholly owned subsidiary Genesis Legacy Solutions ("GLS") which provides a full range of legacy services to small insurance companies, particularly those in run-off or with blocks of reserves that are no longer core.

GLS works with clients to develop and implement finality solutions including acquiring entire companies that enable our clients to meet their capital and risk management objectives.

4 unchanged sentences

(“Maiden Global”), which is also a licensed intermediary in the United Kingdom.

Maiden Global had previously operated internationally by providing branded auto and credit life insurance products through insurer partners, particularly those in the European Union ("EU") and other global markets.

These products also produced reinsurance programs which were underwritten by our wholly owned subsidiary Maiden Reinsurance Ltd.

(“Maiden Reinsurance”).

We also have various historic reinsurance programs underwritten by Maiden Reinsurance which are in run-off, including the liabilities associated with AmTrust Financial Services, Inc.

The Company also has various historic reinsurance programs underwritten by Maiden Reinsurance which are in run-off, including the liabilities associated with AmTrust Financial Services, Inc.

("AmTrust") reinsurance agreements which were terminated in 2019 as discussed in "Note 10.

Related Party Transactions" .

In addition, we have a retroactive reinsurance agreement and a commutation agreement that further reduces our exposure and limits the potential volatility related to AmTrust liabilities, which are discussed in " Note 8.

In addition, the Company has a retroactive reinsurance agreement and a commutation agreement that further reduces its exposure and limits the potential volatility related to AmTrust liabilities, which are discussed in " Note 8.

Reinsurance ".

Please see the Company's audited Consolidated Financial Statements, and related notes thereto, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 for further details .

Genesis Legacy Solutions

Effective October 1, 2021, GLS completed its first loss portfolio transfer transaction which includes an adverse development cover.

Since then GLS continues to develop additional opportunities consistent with its business plan which should further enhance our ability to pursue the asset and capital management pillars of our business strategy.

GLS and its subsidiaries have completed additional transactions, and as of September 30, 2022, GLS and its subsidiaries have insurance related liabilities totaling $ 29,510 which included total reserves of $ 16,343 , derivative liability on retroactive reinsurance of $ 9,035 and deferred gains on retroactive reinsurance of $ 4,132 .

MAIDEN HOLDINGS, LTD.

4 unchanged sentences

There have been no material changes to the significant accounting policies as described in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, except for the following:

Derivative Instruments - The Company has recently entered into reinsurance contracts that are accounted for as derivatives.

These reinsurance contracts provide indemnification to an insured or cedant as a result of a change in a variable as opposed to an identifiable insurable event.

The Company considers these contracts to be part of its underwriting operations.

The derivatives are initially valued at cost which approximates fair value.

In subsequent measurement periods, the fair values of these derivatives are determined using internally developed discounted cash flow models using appropriate discount rates.

N et asset and liability derivatives are classified within other assets and other liabilities, as applicable, in the consolidated balance sheets.

Changes in fair value prior to settlement of the derivative instruments are unrealized and recognized in net income for those derivatives not designated as hedges.

The unrealized gains (losses) are included in other insurance revenue as the derivative instruments held are related to the Company's underwriting portfolio and are not investment related.

Please refer to "Note 5.

Fair Value Measurements " for further disclosures regarding the derivative instruments held by the Company.

Recently Issued Accounting Standards Not Yet Adopted

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions

In June 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-03 " Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions" an amendment of Fair Value Measurement (Topic 820).

The amendments in this ASU require the Company to provide disclosures for equity securities subject to contractual sale restrictions under 820-10-50-6B including the fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet;

the nature and remaining duration of the restrictions;

and any circumstances that could cause a lapse in the restrictions.

For public business entities, the amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

Certain of the Company's equity securities are subject to restrictions on redemptions and sales that are determined by the governing documents, which could limit our ability to liquidate those investments.

These restrictions may include lock-ups, redemption gates, restricted share classes, restrictions on the frequency of redemption and notice periods as described in " Note 4.

(b) Investments" .

The Company is currently assessing the required disclosures for equity securities that may be subject to contractual sales restrictions.

These amendments only impact disclosures made in "Note 4.

Investments" therefore, the adoption of this standard will not impact the Company’s consolidated balance sheets, results of operations or statement of cash flows.

Recently Adopted Accounting Standards

Accounting for Measurement of Credit Losses on Financial Instruments

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13 "Financial Instruments:

Credit Losses (Topic 326)" replacing the "incurred loss" impairment methodology with an approach based on "expected losses" to estimate credit losses on certain types of financial instruments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

The guidance requires financial assets to be presented at the net amount expected to be collected.

The allowance for credit losses is a valuation account that is deducted from the cost of the financial asset to present the net carrying value at the amount expected to be collected on the financial asset.

ASU 2016-13 also modified the accounting for available-for-sale ("AFS") debt securities, which must be individually assessed for credit losses when fair value is less than the amortized cost basis, in accordance with Subtopic 326-30, Financial Instruments:

Credit Losses Available-for-Sale Debt Securities .

Credit losses relating to AFS debt securities will be recorded through an allowance for credit losses rather than under the previous OTTI methodology.

In April 2019, the FASB issued ASU 2019-04 for targeted improvements related to ASU 2016-13 which clarify that an entity should include all expected recoveries in its estimate of the allowance for credit losses.

In addition, for collateral dependent financial assets, the amendments mandate that an allowance for credit losses that is added to the amortized cost basis of the financial asset should not exceed amounts previously written off.

It also clarifies FASB’s intent to include all reinsurance recoverables within the scope of Topic 944 to be within the scope of Subtopic 326-20 , regardless of the measurement basis of those recoverables.

The Company's reinsurance recoverable on unpaid losses is currently the most significant financial asset within the scope of ASU 2016-13.

The guidance is effective for public business entities, excluding entities eligible to be smaller reporting companies ("SRCs") as defined by the SEC, for annual periods beginning after December 15, 2019, and interim periods therein.

The guidance is effective for all other entities, including public entities eligible to be SRCs, for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

As of March 31, 2023, the Company qualified for SRC status, as determined on the last business day of its most recently completed second quarter, and remains eligible to follow the reporting deadlines and effective dates applicable to SRCs.

Therefore, Topic 326 was adopted by the Company on January 1, 2023 and recognized an opening allowance for expected credit losses of $ 5,513 in the beginning retained earnings on January 1, 2023.

Credit Losses - AFS Fixed Maturity Securities

An AFS fixed maturity security is considered impaired if the fair value of the investment is below its amortized cost.

On a quarterly basis, the Company evaluates all AFS fixed maturities for impairment losses.

If an AFS fixed maturity security is impaired and the Company intends to sell the security or it is more likely than not that the Company will be required to sell the security before its anticipated recovery, the full amount of the impairment loss is charged immediately to net income (loss) and is included in net investment gains (losses).

If the Company does not intend to sell or will not be required to sell the impaired security before its anticipated recovery, the Company determines whether the decline in fair value below the amortized cost basis has resulted from a credit loss impairment or other factors.

If the Company does not anticipate to fully recover the amortized cost, an allowance for expected credit losses is established.

The allowance for expected credit losses is limited to the difference between a security's amortized cost basis and its fair value.

The allowance for expected credit losses is charged to net income (loss) and is included in net investment gains (losses).

On a quarterly basis, the Company assesses whether unrealized losses on its AFS fixed maturity securities represent credit impairments by considering the following factors:

the extent to which its fair value is less than its amortized cost;

adverse conditions related to the specific security, industry, or geographical area;

any recent downgrades in the security's credit rating by a credit rating agency;

and if failure of the issuer to make scheduled principal or interest payments exists.

The length of time a security has been in an unrealized loss position no longer impacts the determination of whether a credit loss impairment exists.

If a security is assessed to be credit impaired, it is subject to discounted cash flow analysis by comparing the present value of expected future cash flows with the amortized cost basis.

If the present value of expected cash flows is less than the amortized cost, then a credit loss exists and an allowance for expected credit losses is recognized.

If the present value of expected future cash flows is equal to or greater than the amortized cost basis, an expected credit loss does not exist.

The non-credit impairment amount of the loss related to changes in interest rates and market conditions is recognized in other comprehensive income.

The Company reports accrued interest receivable related to AFS securities separately and has elected not to measure an allowance for expected credit losses for accrued interest receivable.

Write-offs of accrued interest receivable balances are recognized in net investment gains and losses in the period in which they are deemed uncollectible.

Based on the Company's analysis, there was no allowance for expected credit losses recognized on AFS securities held at March 31, 2023.

MAIDEN HOLDINGS, LTD.

2 unchanged sentences

dollars, except share and per share data)

Significant Accounting Policies (continued)

Credit Losses - Other Investments

The Company's investments in direct lending entities are carried at cost less an allowance for expected credit losses, with any indication of credit loss recognized in net income or loss when determined to be needed from the Company's analysis of expected future cash flows.

As of March 31, 2023, the total allowance for expected credit losses on the Company's investment in direct lending entities was $ 1,023 .

Please see "Note 5(d).

Fair Value Measurements" for additional information regarding this investment.

Credit Losses - Reinsurance Recoverable on Unpaid Losses

Reinsurance recoverable balances are reviewed for impairment on a quarterly basis and are presented net of an allowance for expected credit losses.

A case-specific allowance for expected credit losses against reinsurance recoverables that the Company deems unlikely to be collected in full, is estimated based on the Company's analysis of amounts due, historical delinquencies and write-offs.

In addition, a default analysis is used to estimate an allowance for expected credit losses on the remainder of the reinsurance recoverable balance.

The principal components of the default analysis are reinsurance recoverable balances by reinsurer and default factors applied to estimate uncollectible amounts based on reinsurers’ credit ratings and the length of collection periods.

The default factors are based on a model developed by a major rating agency.

The default analysis considers both current and forecasted economic conditions in the determination of the credit loss allowance.

The Company records credit loss expenses related to reinsurance recoverable in net incurred losses and loss adjustment expenses in the Company’s condensed consolidated statements of income.

Any adjustment to the allowance for expected credit losses is recognized in the period in which it is determined.

Write-offs of reinsurance recoverable balances, together with associated allowances for expected credit losses, are recognized in the period in which balances are deemed uncollectible.

The Company does not have a history of significant write-offs.

As of March 31, 2023, the total allowance for expected credit losses on the Company's reinsurance recoverable balance was $ 4,254 which is discussed in more detail in "Note 8.

Reinsurance" .

Credit Losses - Reinsurance Balances Receivable

Reinsurance balances receivable are reviewed for impairment on a quarterly basis and are presented net of an allowance for expected credit losses.

The allowance for expected credit losses is estimated based on the Company's analysis of amounts due, historical delinquencies and write-offs, and current economic conditions, together with reasonable and supportable forecasts of short-term economic conditions.

The allowance for expected credit losses is recognized in net income (loss) and any adjustment to the allowance for expected credit losses is recognized in the period in which it is determined.

Write-offs of premium balances receivable, together with associated allowances for expected credit losses, are recognized in the period in which balances are deemed uncollectible.

The Company does not have a history of significant write-offs.

As of March 31, 2023, the total allowance for expected credit losses on the Company's reinsurance balances receivable was $ 190 .

Credit Losses - Funds Withheld Receivable

Funds withheld receivable are reviewed for impairment on a quarterly basis and are presented net of an allowance for expected credit losses.

The allowance for expected credit losses is recognized in net income (loss) and any adjustment to the allowance for expected credit losses is recognized in the period in which it is determined.

Write-offs of funds withheld receivable, together with associated allowances for expected credit losses, are recognized in the period in which balances are deemed uncollectible.

The Company does not have a history of significant write-offs.

As of March 31, 2023, the total allowance for expected credit losses on the Company's funds withheld receivable was $ 18 .

MAIDEN HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands of U.S.

dollars, except share and per share data)

Segment Information

2 unchanged sentences

Our Diversified Reinsurance segment consists of a portfolio of predominantly property and casualty reinsurance business focusing on regional and specialty property and casualty insurance companies located primarily in Europe.

This segment also includes transactions entered into by GLS which was formed in November 2020 as described in " Note 1.

This segment also includes transactions entered into by GLS as described in " Note 1.

Basis of Presentation.

8 unchanged sentences

All remaining assets are allocated to Corporate.

The following tables summarize the underwriting results of our reportable segments and the reconciliation of our reportable segments' underwriting results to consolidated net loss for the three months ended September 30, 2022 and 2021, respectively:

For the Three Months Ended September 30, 2022 Diversified Reinsurance AmTrust Reinsurance Total

For the Three Months Ended March 31, 2023 Diversified Reinsurance AmTrust Reinsurance Total

Gross premiums written

5 unchanged sentences

Other insurance revenue

( 59 ) — ( 59 )

Net loss and LAE ( 3,156 ) ( 6,659 ) ( 9,815 )

3 unchanged sentences

( 2,589 ) ( 557 ) ( 3,146 )

Underwriting income (loss) $ 40 $ ( 12,667 ) ( 12,627 )

Underwriting loss $ ( 1,989 ) $ ( 6,264 ) ( 8,253 )

Reconciliation to net loss

Net investment income and net realized and unrealized investment losses 5,065

Net investment income and net realized and unrealized investment gains 10,550

Interest and amortization expenses

Foreign exchange and other gains, net 8,586

Foreign exchange and other losses, net ( 2,816 )

Other general and administrative expenses

7 unchanged sentences

Segment Information (continued)

For the Three Months Ended September 30, 2021 Diversified Reinsurance AmTrust Reinsurance Total

Gross premiums written

$ 5,684 $ 1,137 $ 6,821

Net premiums written

$ 5,816 $ 1,137 $ 6,953

Net premiums earned

$ 7,521 $ 7,509 $ 15,030

Other insurance revenue

Net loss and LAE

( 554 ) ( 9,960 ) ( 10,514 )

Commission and other acquisition expenses

( 3,461 ) ( 2,852 ) ( 6,313 )

General and administrative expenses

( 1,583 ) ( 407 ) ( 1,990 )

Underwriting income (loss) $ 2,061 $ ( 5,710 ) ( 3,649 )

Reconciliation to net loss

Net investment income and net realized and unrealized investment losses 6,540

Interest and amortization expenses

Foreign exchange and other gains, net 4,116

Other general and administrative expenses

Income tax benefit 155

Interest in loss from equity method investments ( 810 )

Net loss $ ( 3,140 )

The following tables summarize the underwriting results of our reportable segments and the reconciliation of our reportable segments' underwriting results to consolidated net (loss) income for the nine months ended September 30, 2022 and 2021, respectively:

For the Nine Months Ended September 30, 2022 Diversified Reinsurance AmTrust Reinsurance Total

For the Three Months Ended March 31, 2022 Diversified Reinsurance AmTrust Reinsurance Total

Gross premiums written

18 unchanged sentences

Income tax expense ( 1,255 )

Interest in loss from equity method investments ( 2,143 )

Net loss $ ( 9,047 )

MAIDEN HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands of U.S.

dollars, except share and per share data)

Segment Information (continued)

For the Nine Months Ended September 30, 2021 Diversified Reinsurance AmTrust Reinsurance Total

Gross premiums written

$ 10,947 $ ( 3,082 ) $ 7,865

Net premiums written

$ 10,600 $ ( 3,082 ) $ 7,518

Net premiums earned

$ 20,723 $ 19,383 $ 40,106

Other insurance revenue

Net loss and LAE

( 3,216 ) ( 4,330 ) ( 7,546 )

Commission and other acquisition expenses

( 11,668 ) ( 7,486 ) ( 19,154 )

General and administrative expenses

( 6,190 ) ( 1,785 ) ( 7,975 )

Underwriting income $ 595 $ 5,782 6,377

Reconciliation to net income

Net investment income and net realized and unrealized investment gains 32,609

Interest and amortization expenses

Foreign exchange and other gains, net 6,070

Other general and administrative expenses

Income tax benefit 363

Interest in income from equity method investments 1,271

Net income $ 14,258

The following tables summarize the financial position of the Company's reportable segments including the reconciliation to the Company's consolidated total assets at September 30, 2022 and December 31, 2021:

September 30, 2022 Diversified Reinsurance AmTrust Reinsurance Total

Net loss $ ( 1,949 )

The following tables summarize the financial position of the Company's reportable segments including the reconciliation to the Company's consolidated total assets at March 31, 2023 and December 31, 2022:

March 31, 2023 Diversified Reinsurance AmTrust Reinsurance Total

Total assets - reportable segments

12 unchanged sentences

Segment Information (continued)

The following tables set forth financial information relating to net premiums written by major line of business and reportable segment for the three and nine months ended September 30, 2022 and 2021:

For the Three Months Ended September 30, 2022 2021

The following tables set forth financial information relating to net premiums written by major line of business and reportable segment for the three months ended March 31, 2023 and 2022:

For the Three Months Ended March 31, 2023 2022

Net premiums written

13 unchanged sentences

$ 760 $ ( 10,323 )

For the Nine Months Ended September 30, 2022 2021

Net premiums written Total Total

Diversified Reinsurance

International $ 16,605 $ 10,600

Total Diversified Reinsurance 16,605 10,600

AmTrust Reinsurance

Small Commercial Business

( 15,007 ) ( 5,381 )

Specialty Program

Specialty Risk and Extended Warranty

( 4,245 ) 2,306

Total AmTrust Reinsurance

( 18,520 ) ( 3,082 )

Total Net Premiums Written

$ ( 1,915 ) $ 7,518

MAIDEN HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands of U.S.

dollars, except share and per share data)

Segment Information (continued)

The following tables set forth financial information for net premiums earned by major line of business and reportable segment for the three and nine months ended September 30, 2022 and 2021:

For the Three Months Ended September 30, 2022 2021

The following tables set forth financial information for net premiums earned by major line of business and reportable segment for the three months ended March 31, 2023 and 2022:

For the Three Months Ended March 31, 2023 2022

Net premiums earned

Total % of Total Total % of Total

Diversified Reinsurance

2 unchanged sentences

Total Diversified Reinsurance

6,932 56.6 % 7,521 50.0 %

AmTrust Reinsurance

2 unchanged sentences

Specialty Program

( 43 ) ( 0.4 ) % 28 0.2 %

Specialty Risk and Extended Warranty

5,998 49.0 % 8,708 57.9 %

Total AmTrust Reinsurance

2 unchanged sentences

$ 9,002 $ 1,122

For the Nine Months Ended September 30, 2022 2021

Net premiums earned Total % of Total Total % of Total

Diversified Reinsurance

International $ 20,012 84.0 % $ 20,723 51.7 %

Total Diversified Reinsurance 20,012 84.0 % 20,723 51.7 %

AmTrust Reinsurance

Small Commercial Business

( 14,995 ) ( 63.0 ) % ( 5,073 ) ( 12.6 ) %

Specialty Program

733 3.1 % 12 — %

Specialty Risk and Extended Warranty

18,066 75.9 % 24,444 60.9 %

Total AmTrust Reinsurance

3,804 16.0 % 19,383 48.3 %

Total Net Premiums Earned

$ 23,816 100.0 % $ 40,106 100.0 %

MAIDEN HOLDINGS, LTD.

8 unchanged sentences

a) Fixed Maturities

The amortized cost, gross unrealized gains and losses, and fair value of fixed maturities at September 30, 2022 and December 31, 2021 are as follows:

September 30, 2022 Original or amortized cost Gross unrealized gains Gross unrealized losses Fair value

The amortized cost, gross unrealized gains and losses, and fair value of fixed maturities at March 31, 2023 and December 31, 2022 are as follows:

March 31, 2023 Original or amortized cost Gross unrealized gains Gross unrealized losses Fair value

treasury bonds

23 unchanged sentences

Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

September 30, 2022 Amortized cost Fair value

March 31, 2023 Amortized cost Fair value

Due in one year or less

4 unchanged sentences

161,774 156,728

176,194 154,446

agency bonds – mortgage-backed

11 unchanged sentences

Less than 12 Months 12 Months or More Total

September 30, 2022 Fair

March 31, 2023 Fair

value Unrealized

12 unchanged sentences

$ 205,068 $ ( 8,808 ) $ 105,332 $ ( 5,170 ) $ 310,400 $ ( 13,978 )

At September 30, 2022, there were 120 securities in an unrealized loss position with a fair value of $ 371,973 and unrealized losses of $ 60,341 .

At March 31, 2023, there were 84 securities in an unrealized loss position with a fair value of $ 310,400 and unrealized losses of $ 13,978 .

Of these securities in an unrealized loss position, there were 60 securities in our portfolio that have been in an unrealized loss position for twelve months or greater with a fair value of $ 105,332 and unrealized losses of $ 5,170 .

8 unchanged sentences

31,394 ( 3,697 ) 2,971 ( 705 ) 34,365 ( 4,402 )

Collateralized mortgage-backed securities 6,768 ( 432 ) — — 6,768 ( 432 )

government bonds 11,818 ( 825 ) — — 11,818 ( 825 )

Collateralized loan obligations 17,959 ( 1,032 ) 96,133 ( 3,996 ) 114,092 ( 5,028 )

5 unchanged sentences

Of these securities in an unrealized loss position, there were 26 securities in our portfolio that have been in an unrealized loss position for twelve months or greater with a fair value of $ 103,992 and unrealized losses of $ 5,488 .

Other-than-temporarily impaired ("OTTI")

The Company performs quarterly reviews of its fixed maturities in order to determine whether declines in fair value below the amortized cost basis were considered other-than-temporary in accordance with applicable guidance.

At September 30, 2022, we determined that unrealized losses on fixed maturities were primarily due to changes in interest rates as well as the impact of foreign exchange rate changes on certain foreign currency denominated fixed maturities since their date of purchase.

All fixed maturity securities continue to pay the expected coupon payments under the contractual terms of the securities.

Any credit-related impairment related to fixed maturity securities that the Company does not intend to sell or is not more likely than not that the Company will be required to sell before its anticipated recovery of their amortized cost basis is recognized in net income, with the non-credit related impairment recognized in comprehensive income.

Based on the Company's analysis, our fixed maturity portfolio is of high credit quality and we believe the amortized cost basis of the securities will ultimately be recovered.

The Company continually monitors the credit quality of the fixed maturity investments to assess if it is probable that it will receive contractual or estimated cash flows in the form of principal and interest.

There was no impairment recorded for the three and nine months ended September 30, 2022 and 2021, respectively.

Allowance for Expected Credit Losses & Non-Credit Related Impairment Costs

The Company evaluates AFS securities for impairment when fair value is below amortized cost on a quarterly basis.

If the Company intends to sell or will be required to sell the security before its anticipated recovery, the full amount of the impairment loss is charged to net income (loss) and included in net investment gains (losses).

If the Company does not intend to sell or will not be required to sell the security before its anticipated recovery, an allowance for expected credit losses is established and the portion of the loss relating to credit factors is recorded in net income (loss).

The non-credit impairment amount of the loss (which could be related to interest rates and/or market conditions) is recognized in other comprehensive income.

To estimate the allowance for expected credit losses for most of the AFS securities, the Company analyzes projected cash flows which are primarily driven by assumptions regarding loss severity, probability of default and projected recovery rates.

The Company's determination of default and loss severity rates are based on credit rating, credit analysis and macroeconomic forecasts.

Unrealized losses on securities issued or backed, either explicitly or implicitly by the U.S.

government are not analyzed for credit losses.

The Company has concluded that any possibility of a credit loss on these securities is highly unlikely due to the explicit U.S.

government guarantee related to certain securities (e.g., Government National Mortgage Association issuances) and the implicit guarantee related to other securities that has been validated by past actions (e.g., U.S.

government bailout of Federal National Mortgage Association and Federal Home Loan Mortgage Corporation during the 2008 credit crisis).

Although these securities are not analyzed for credit losses, they are evaluated for impairment based on the Company's intention to sell and likely requirement to sell.

Based on the Company's analysis at March 31, 2023 and 2022, respectively, the Company did not recognize any impairment on its AFS fixed maturity securities as the Company expects the amortized cost basis will ultimately be recovered based on projected cash flows as the related securities approach maturity.

The Company continues to monitor the credit quality of the AFS securities to assess if it is probable that it will receive contractual or estimated cash flows in the form of principal and interest.

Therefore, as the unrealized losses were due to non-credit factors, there was no allowance recorded for expected credit losses on AFS securities for the three months ended March 31, 2023.

MAIDEN HOLDINGS, LTD.

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Investments (continued)

The following tables summarize the credit ratings of our fixed maturities as at September 30, 2022 and December 31, 2021:

September 30, 2022 Amortized cost Fair value % of Total

The following tables summarize the credit ratings of our fixed maturities as at March 31, 2023 and December 31, 2022:

March 31, 2023 Amortized cost Fair value % of Total

treasury bonds

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Other investments

The table shows the composition of the Company's other investments as of September 30, 2022 and December 31, 2021:

September 30, 2022 December 31, 2021

The table shows the composition of the Company's other investments as of March 31, 2023 and December 31, 2022:

March 31, 2023 December 31, 2022

Carrying value % of Total Carrying value % of Total

1 unchanged sentence

Private credit funds 17,605 12.1 % 24,374 16.4 %

Other privately held investments 32,115 22.8 % 30,500 25.9 %

Privately held equity investments 33,255 22.7 % 34,014 22.9 %

Total other investments at fair value 89,073 60.9 % 92,666 62.3 %

1 unchanged sentence

Total other investments $ 146,323 100.0 % $ 148,753 100.0 %

The Company's investments in direct lending entities of $ 52,783 at September 30, 2022 (December 31, 2021 - $ 42,976 ) are carried at cost less impairment, if any, with any indication of impairment recognized in net income when determined.

No impairment was recognized for the three and nine months ended September 30, 2022 and 2021.

The Company's investments in direct lending entities of $ 57,250 at March 31, 2023 (December 31, 2022 - $ 56,087 ) are carried at cost less an allowance for expected credit losses, with any indication of credit loss recognized in net income when determined.

An allowance for expected credit losses of $ 1,023 was reported on the investments in direct lending entities as at March 31, 2023 and recorded in opening retained earnings on January 1, 2023.

Please see "Note 5(d).

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Equity Securities

Equity securities include privately held common and preferred stocks and publicly traded common stocks.

Equity securities include publicly traded equity investments in common stocks and privately held equity investments in common and preferred stocks.

The Company's publicly traded equity investments in common stocks trade on major exchanges.

2 unchanged sentences

There is no active market for these investments.

The following table provides the cost and fair values of the equity securities held at September 30, 2022 and December 31, 2021:

September 30, 2022 December 31, 2021

The following table provides the cost and fair values of the equity securities held at March 31, 2023 and December 31, 2022:

March 31, 2023 December 31, 2022

Cost Fair Value Cost Fair Value

Privately held equity securities $ 38,260 $ 42,002 $ 22,756 $ 22,829

Publicly traded equity securities 559 598 559 1,174

Publicly traded equity investments in common stocks $ 559 $ 402 $ 559 $ 386

Privately held common stocks 32,775 31,911 32,775 32,290

Privately held preferred stocks 8,175 12,953 7,175 10,945

Total equity securities $ 41,509 $ 45,266 $ 40,509 $ 43,621

Equity Method Investments

The Company's equity method investments include real estate investments, hedge fund investments, and other investments.

The table below shows the carrying value of our equity method investments as of September 30, 2022 and December 31, 2021:

September 30, 2022 December 31, 2021

The equity method investments include real estate investments, hedge fund investments, and other investments.

The table below shows the carrying value of the Company's equity method investments as of March 31, 2023 and December 31, 2022:

March 31, 2023 December 31, 2022

Carrying Value % of Total Carrying Value % of Total

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c) Net Investment Income

Net investment income was derived from the following sources for the three and nine months ended September 30, 2022 and 2021:

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2022 2021 2022 2021

Net investment income was derived from the following sources for the three months ended March 31, 2023 and 2022:

For the Three Months Ended March 31,

Fixed maturities

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Cash and cash equivalents and other investments 1,193 593

7,576 8,419 21,927 26,687

Investment expenses

2 unchanged sentences

$ 9,545 $ 6,567

d) Net Realized and Unrealized Investment Gains (Losses)

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

The following tables show the net realized and unrealized investment gains (losses) included in the Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2022 and 2021:

MAIDEN HOLDINGS, LTD.

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Investments (continued)

For the Three Months Ended September 30, 2022 Gross gains Gross losses Net

Fixed maturities

$ 591 $ ( 495 ) $ 96

Equity securities 217 ( 63 ) 154

Other investments 393 ( 2,215 ) ( 1,822 )

Net realized and unrealized investment gains (losses) $ 1,201 $ ( 2,773 ) $ ( 1,572 )

For the Three Months Ended September 30, 2021 Gross gains Gross losses Net

Fixed maturities

$ 1,890 $ ( 99 ) $ 1,791

Equity securities 106 ( 3,001 ) ( 2,895 )

Other investments

297 ( 130 ) 167

Net realized and unrealized investment gains (losses) $ 2,293 $ ( 3,230 ) $ ( 937 )

For the Nine Months Ended September 30, 2022 Gross gains Gross losses Net

Fixed maturities

$ 1,829 $ ( 637 ) $ 1,192

d) Net Realized and Unrealized Investment Gains (Losses)

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

The following tables show the net realized and unrealized investment gains (losses) included in the Condensed Consolidated Statements of Income for the three months ended March 31, 2023 and 2022:

For the Three Months Ended March 31, 2023 Gross gains Gross losses Net

Equity securities $ 1,024 $ ( 378 ) $ 646

Other investments 1,641 ( 1,282 ) 359

2,825 ( 4,170 ) ( 1,345 )

Net realized and unrealized investment gains (losses) $ 2,665 $ ( 1,660 ) $ 1,005

For the Nine Months Ended September 30, 2021 Gross gains Gross losses Net

For the Three Months Ended March 31, 2022 Gross gains Gross losses Net

Fixed maturities

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Net realized and unrealized investment gains (losses) $ 3,151 $ ( 842 ) $ 2,309

Realized and unrealized gains and losses from equity securities detailed above include both sales of equity securities and unrealized gains and losses from fair value changes.

The unrealized gains and losses recognized in net income for the three and nine months ended September 30, 2022 and 2021 for investments still held at September 30, 2022 and 2021, respectively, were as follows:

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2022 2021 2022 2021

Realized and unrealized gains and losses from equity securities detailed above include both sales of equity securities and unrealized gains and losses stemming from fair value changes.

The unrealized gains (losses) recognized in net loss for the three months ended March 31, 2023 and 2022 for investments still held at March 31, 2023 and 2022, respectively, were as follows:

For the Three Months Ended March 31,

Net gains (losses) recognized for equity securities $ 646 $ ( 487 )

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Unrealized gains (losses) recognized for equity securities still held at reporting date $ 470 $ ( 487 )

Proceeds from sales of fixed maturity investments were $ 35,107 and $ 139,645 for the three and nine months ended September 30, 2022, respectively (2021 - $ 126,282 and $ 332,636 , respectively).

Net unrealized gains (losses) were as follows at September 30, 2022 and December 31, 2021, respectively:

September 30, 2022 December 31, 2021

Proceeds from sales of fixed maturity investments were $ 954 in the three months ended March 31, 2023 (2022 - $ 101,604 ).

Net unrealized losses were as follows at March 31, 2023 and December 31, 2022, respectively:

March 31, 2023 December 31, 2022

Fixed maturity investments $ ( 13,976 ) $ ( 15,912 )

Equity method investments — ( 4,414 )

Total net unrealized losses ( 13,976 ) ( 15,912 )

3 unchanged sentences

$ 1,906 $ ( 12,975 )

MAIDEN HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands of U.S.

dollars, except share and per share data)

Investments (continued)

e) Restricted Cash and Cash Equivalents and Investments

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The assets in trust as collateral are primarily cash and highly rated fixed maturities.

The fair values of restricted assets at September 30, 2022 and December 31, 2021 are:

September 30, 2022 December 31, 2021

The fair values of restricted assets at March 31, 2023 and December 31, 2022 are:

March 31, 2023 December 31, 2022

Restricted cash – third party agreements $ 14,306 $ 13,122

13 unchanged sentences

$ 285,806 $ 296,830

MAIDEN HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands of U.S.

dollars, except share and per share data)

Fair Value of Financial Instruments

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The Company bases its estimates of fair values for assets on the bid price as it represents what a third party market participant would be willing to pay in an orderly transaction.

MAIDEN HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands of U.S.

dollars, except share and per share data)

Fair Value of Financial Instruments (continued)

ASC 825, "Disclosure About Fair Value of Financial Instruments" , requires all entities to disclose the fair value of their financial instruments for assets and liabilities recognized and not recognized in the balance sheet, for which it is practicable to estimate fair value.

The following describes the valuation techniques used by the Company to determine the fair value of financial instruments that are measured at fair value on a recurring basis held at September 30, 2022 and December 31, 2021.

government and U.S.

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government bonds are included in the Level 2 fair value hierarchy.

MAIDEN HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands of U.S.

dollars, except share and per share data)

Fair Value of Financial Instruments (continued)

Collateralized loan obligations ("CLO") - These asset backed securities are originated by a variety of financial institutions that on acquisition are rated BBB-/Baa3 or higher.

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The selection of an appropriate discount rate is judgmental and is the most significant unobservable input used in the valuation of these derivatives.

A significant increase (decrease) in this input in isolation could result in a significantly lower (higher) fair value measurement for the derivative contract.

As the significant inputs used to price these derivatives are unobservable, the fair values of these contracts are classified as Level 3.

T he fair value changes in underwriting-related derivative instruments is included within other insurance revenue (expense), net.

The derivative liability on retroactive reinsurance is presented as part of accrued expenses and other liabilities.

A significant increase (decrease) in this input in isolation may result in a significantly lower (higher) fair value measurement for the derivative contract.

As the significant inputs used to price these derivatives are unobservable, the fair values of these contracts are classified as Level 3 in the fair value hierarchy.

(b) Fair Value Hierarchy

The Company’s estimates of fair value for financial assets and financial liabilities are based on the framework established in ASC 820.

The framework is based on the inputs used in valuation and gives the highest priority to quoted prices in active markets and requires that observable inputs be used in the valuation methodology whenever available.

In determining the level of the hierarchy in which the estimate is disclosed, the highest priority is given to unadjusted quoted prices in active trading markets and the lowest priority to unobservable inputs that reflect significant market assumptions.

MAIDEN HOLDINGS, LTD.

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Fair Value of Financial Instruments (continued)

(b) Fair Value Hierarchy

The Company’s estimates of fair value for financial assets and financial liabilities are based on the framework established in ASC 820.

At September 30, 2022 and December 31, 2021, the Company classified its financial instruments measured at fair value on a recurring basis in the following valuation hierarchy:

September 30, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value Based on NAV Practical Expedient Total Fair Value

At March 31, 2023 and December 31, 2022, the Company classified its financial instruments measured at fair value on a recurring basis in the following valuation hierarchy:

March 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value Based on NAV Practical Expedient Total Fair Value

Fixed maturities

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As a percentage of total assets 2.9 % 14.9 % 1.2 % 6.4 % 25.4 %

Derivative liability on retroactive reinsurance $ — $ — $ 9,035 $ — $ 9,035

Underwriting-related derivative liability $ — $ — $ 3,966 $ — $ 3,966

December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value Based on NAV Practical Expedient Total Fair Value

12 unchanged sentences

3.0 % 14.1 % 1.0 % 6.3 % 24.4 %

Underwriting-related derivative liability $ — $ — $ 14,559 $ — $ 14,559

The Company utilizes the Pricing Service to assist in determining the fair value of its investments;

2 unchanged sentences

The Company analyzes and reviews the information and prices received from the Pricing Service to ensure that the prices provided represent a reasonable estimate of fair value.

The Pricing Service was utilized to estimate fair value measurements for 98.8 % and 99.0 % of our fixed maturities at September 30, 2022 and December 31, 2021, respectively.

The Pricing Service was utilized to estimate fair value measurements for 98.4 % and 98.5 % of our fixed maturities at March 31, 2023 and December 31, 2022, respectively.

The Pricing Service utilizes market quotations for fixed maturity securities that have quoted market prices in active markets.

1 unchanged sentence

treasury bonds generally do not trade actively on a daily basis, the Pricing Service prepares estimates of fair value measurements using relevant market data, benchmark curves, sector groupings and matrix pricing and these have been classified as Level 2 within the fair value hierarchy.

At March 31, 2023 and December 31, 2022, approximately 1.6 % and 1.5 %, respectively, of our fixed maturities were valued using the market approach.

At March 31, 2023, one security or $ 5,121 (December 31, 2022 - one security or $ 4,764 ) of our fixed maturity investment portfolio classified as Level 2 in the table above was priced using a quotation from a broker and/or custodian as opposed to the Pricing Service due to lack of information available.

MAIDEN HOLDINGS, LTD.

3 unchanged sentences

Fair Value of Financial Instruments (continued)

At September 30, 2022 and December 31, 2021, approximately 1.2 % and 1.0 %, respectively, of our fixed maturities were valued using the market approach.

At September 30, 2022, one security or $ 4,411 (2021 - one security or $ 6,225 ) of our fixed maturity investment portfolio classified as Level 2 were priced using a quotation from a broker and/or custodian as opposed to the Pricing Service due to lack of information available.

At September 30, 2022 and December 31, 2021, the Company has not adjusted any pricing provided to it based on the review performed by its investment managers.

During the nine months ended September 30, 2021, the Company transferred its equity investment in an insurtech start-up company focused on technological advancement in the automobile insurance industry out of Level 3 within the fair value hierarchy and into Level 1 due to the recent completion of its initial public offering.

There were no transfers to or from Level 3 during the nine months ended September 30, 2022.

At March 31, 2023 and December 31, 2022, the Company has not adjusted any pricing provided to it based on the review performed by its investment managers.

There were no transfers to or from Level 3 during the three months ended March 31, 2023 and 2022.

At September 30, 2022, the Company holds Level 3 financial instruments which include privately held equity investments of $ 17,305 (December 31, 2021 - $ 6,094 ) and derivative liability on retroactive reinsurance of $ 9,035 .

The fair value of privately held equity investments are estimated using quarterly unaudited capital or financial statements or recent private market transactions, where applicable.

The fair value of derivative instruments are determined using a discounted cash flow model in which the Company examines current market conditions, historical results as well as contract specific information that may impact future cash flows in order to assess the reasonableness of inputs used in the valuation model.

At March 31, 2023, the Company holds Level 3 financial instruments which include privately held equity investments of $ 21,198 (December 31, 2022 - $ 18,806 ) which are included in total investments and an underwriting-related derivative liability of $ 3,966 (December 31, 2022 - $ 14,559 ) on a reinsurance contract written by GLS which is included in accrued expenses and other liabilities.

The fair value of privately held equity securities are estimated using quarterly unaudited capital or financial statements provided by the investee or recent private market transactions, where applicable.

Any changes to the financial information provided by the investee could result in a significantly higher or lower valuation at the reporting date.

The fair value of underwriting-related derivative instruments is determined using a discounted cash flow model in which the Company examines current market conditions, historical results as well as contract specific information that may impact future cash flows in order to assess the reasonableness of inputs used in the valuation model .

Due to significant unobservable inputs in these valuations, the Company classifies the fair values as Level 3 within the fair value hierarchy .

The following table provides a summary of quantitative information regarding the significant unobservable inputs used in determining the fair value of other investments measured at fair value on a recurring basis under the Level 3 classification at September 30, 2022:

Fair Value Valuation Technique Unobservable Inputs Range

Private equity investments $ 6,860 Quarterly financial statements Estimated maturity dates 1.0 years to 3.0 years

Others including start-ups 10,445 Recent market transactions Liquidity discount rates

Privately held equity securities - common shares $ 6,861 Quarterly financial statements Price/book ratios of comparable public companies

Privately held equity securities - preferred shares 14,337 Quarterly financial statements Privately calculated enterprise valuations

Total Level 3 investments $ 21,198

Derivative liability on retroactive reinsurance $ 9,035 Discounted cash flows Duration matched discount rates 2.0 % to 3.0 %

The following table shows the reconciliation of beginning and ending balances for investments measured at fair value on a recurring basis using Level 3 inputs for the three and nine months ended September 30, 2022 and 2021.

Underwriting-related derivative liability $ 3,966 Discounted cash flows Duration matched discount rates 2.0 % to 3.0 %

The following table shows the reconciliation of beginning and ending balances for investments measured at fair value on a recurring basis using Level 3 inputs for the three months ended March 31, 2023 and 2022.

The Company includes any related interest and dividend income in net investment income and are excluded from the reconciliation in the table below:

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2022 2021 2022 2021

For the Three Months Ended March 31,

Balance - beginning of period $ 18,806 $ 7,094

Sales — — ( 1,000 ) —

Net unrealized gains 111 — 3,770 —

Net realized and unrealized gains recognized in the statement of income 1,392 —

Purchases 1,000 2,566

Transfers out of Level 3 — — — ( 1,000 )

Total Level 3 investments - end of period $ 21,198 $ 9,660

1 unchanged sentence

The fair value of financial instruments accounting guidance also applies to financial instruments disclosed, but not carried, at fair value, except for certain financial instruments related to insurance contracts .

At September 30, 2022, the carrying values of cash equivalents (including restricted amounts), accrued investment income, reinsurance balances receivable, loan to related party, liability for securities purchased and certain other assets and liabilities approximate fair values due to their inherent short duration.

At March 31, 2023, the carrying values of cash equivalents (including restricted amounts), accrued investment income, reinsurance balances receivable, loan to related party, and certain other assets and liabilities approximate fair values due to their inherent short duration.

As these financial instruments are not actively traded, the fair values of these financial instruments are classified as Level 2.

The investments made by direct lending entities are carried at cost less impairment, if any, which approximates fair value.

The investments made by direct lending entities are carried at cost less an allowance for expected credit losses, with any indication of credit loss recognized in net income when determined.

The net carrying value of which approximates fair value.

The fair value estimates of these investments are not based on observable market data and, as a result, are classified as Level 3.

The fair values of the Senior Notes (as defined in "Note 7.

Long-Term Debt" ) are based on indicative market pricing obtained from a third-party pricing service which uses observable market inputs, and therefore the fair values of these liabilities are classified as Level 2.

MAIDEN HOLDINGS, LTD.

3 unchanged sentences

Fair Value of Financial Instruments (continued)

The fair values of the Senior Notes (as defined in "Note 7.

The following table presents the respective carrying value and fair value for the Senior Notes as at September 30, 2022 and December 31, 2021:

September 30, 2022 December 31, 2021

The following table presents the respective carrying value and fair value for the Senior Notes as at March 31, 2023 and December 31, 2022:

March 31, 2023 December 31, 2022

Carrying Value Fair Value Carrying Value Fair Value

6 unchanged sentences

a) Common Shares

At September 30, 2022, the aggregate authorized share capital of the Company is 150,000,000 shares from which 93,414,080 common shares were issued, of which 87,161,499 common shares are outstanding, and 18,600,000 preference shares were issued, all of which are outstanding.

The remaining 37,985,920 shares are undesignated at September 30, 2022.

Excluding the preference shares held by Maiden Reinsurance, a total of 4,786,884 preference shares are held by non-affiliates.

b) Preference Shares

On March 3, 2021 and May 6, 2021, the Company's Board of Directors approved the repurchase, including the repurchase by Maiden Reinsurance in accordance with its investment guidelines, of up to $ 100,000 and $ 50,000 , respectively, of the Company's preference shares from time to time at market prices in open market purchases or as may be privately negotiated .

The authorizations are collectively referred to as the "2021 Preference Share Repurchase Program".

The following table shows the summary of the Company's preference shares repurchases made for the nine months ended September 30, 2022 and three and nine months ended September 30, 2021;

no preference shares were repurchased during the three months ended September 30, 2022:

For the Three Months Ended September 30, 2021 For the Nine Months Ended September 30, 2022 For the Nine Months Ended September 30, 2021

Number of shares purchased Average price of shares purchased Number of shares purchased Average price of shares purchased Number of shares purchased Average price of shares purchased

Series A 135,353 $ 13.51 435,639 $ 5.27 3,519,093 $ 14.74

Series C 241,466 13.42 625,742 7.08 2,917,244 14.44

Series D 181,817 13.34 520,128 6.26 2,639,336 14.45

Total 558,636 13.42 1,581,509 6.31 9,075,673 14.56

Total price paid $ 7,495 $ 9,983 $ 132,153

Gain on purchase $ 6,004 $ 28,233 $ 87,168

The following table shows the summary of changes for the Company's preference shares outstanding (including the total of the Company's preference shares held by Maiden Reinsurance pursuant to the cash tender offer in December 2020 and the 2021 Preference Share Repurchase Program) at September 30, 2022:

As of September 30, 2022

Series A Series C Series D Total

Outstanding shares issued by Maiden Holdings 6,000,000 6,600,000 6,000,000 18,600,000

Total shares held by Maiden Reinsurance 4,499,950 4,855,972 4,457,194 13,813,116

Total shares held by non-affiliates 1,500,050 1,744,028 1,542,806 4,786,884

Percentage held by Maiden Reinsurance 75.0 % 73.6 % 74.3 % 74.3 %

The Company's remaining authorization for preference share repurchases was $ 3,861 at September 30, 2022.

Please refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2021 for more details on preference shares.

The Company has announced its intention to exchange all outstanding preference shares for the Company's common shares subsequent to September 30, 2022.

Please see "Note 14.

Subsequent Events" for details.

At March 31, 2023, the aggregate authorized share capital of the Company is 150,000,000 shares from which 149,583,812 common shares were issued, of which 101,763,727 common shares are outstanding, and 47,820,085 shares are treasury shares.

Included in treasury shares are 41,439,348 common shares issued to Maiden Reinsurance as part of the exchange for preference shares held ("Exchange") which are not treated as outstanding common shares on the Condensed Consolidated Balance Sheet on March 31, 2023.

The remaining 416,188 shares are undesignated at March 31, 2023.

At March 31, 2023, 998,108 common shares will be issued and outstanding upon vesting of restricted shares.

b) Treasury Shares

On February 21, 2017, the Company's Board of Directors approved the repurchase of up to $ 100,000 of the Company's common shares from time to time at market prices.

The Company has a remaining authorization of $ 74,245 for common share repurchases at March 31, 2023 (December 31, 2022 - $ 74,245 ).

No repurchases were made during the three months ended March 31, 2023 and 2022 under the common share repurchase plan.

During the three months ended March 31, 2023, the Company repurchased 128,156 common shares (2022 - 403,716 ) at an average price per share of $ 2.25 (2022 - $ 2.50 ) from employees, which represent tax withholding in respect of tax obligations on the vesting of both non-performance-based and discretionary performance-based restricted shares.

The 41,439,348 common shares issued to Maiden Reinsurance as part of the Exchange are reflected as treasury shares on the Condensed Consolidated Balance Sheet and are not treated as outstanding common shares at March 31, 2023.

Please refer to further details on the Exchange in the Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 15, 2023.

The table below includes the total number of treasury shares outstanding at March 31, 2023 and December 31, 2022:

March 31, 2023 December 31, 2022

Number of treasury shares held by Maiden Reinsurance due to the Exchange 41,439,348 41,439,348

Number of treasury shares due to common share repurchases for tax purposes 6,380,737 6,252,581

Total number of treasury shares at the end of the reporting period 47,820,085 47,691,929

MAIDEN HOLDINGS, LTD.

3 unchanged sentences

Shareholders' Equity (continued)

c) Treasury Shares

On February 21, 2017, the Company's Board of Directors approved the repurchase of up to $ 100,000 of the Company's common shares from time to time at market prices.

The Company has a remaining authorization of $ 74,245 for common share repurchases at September 30, 2022 (December 31, 2021 - $ 74,245 ).

No repurchases were made during the three and nine months ended September 30, 2022 and 2021 under the common share repurchase plan.

During the three months ended September 30, 2021, the Company repurchased a total of 21,509 common shares at an average price per share of $ 3.43 from employees, which represent withholding in respect of tax obligations on the vesting of both non-performance-based and discretionary performance-based restricted shares.

There were no repurchases made during the three months ended September 30, 2022.

During the nine months ended September 30, 2022, the Company repurchased 403,716 common shares (2021 - 821,057 ) at an average price per share of $ 2.50 (2021 - $ 2.96 ) from employees, which represent withholding in respect of tax obligations on the vesting of both non-performance-based and discretionary performance-based restricted shares.

d) Accumulated Other Comprehensive Income (Loss)

c) Accumulated Other Comprehensive Loss ("AOCI")

The following tables set forth financial information regarding the changes in the balances of each component of AOCI:

For the Three Months Ended September 30, 2022 Change in net unrealized gains on investment Foreign currency translation Total

Beginning balance $ ( 45,266 ) $ 6,326 $ ( 38,940 )

Other comprehensive (loss) income before reclassifications ( 14,811 ) 2,246 ( 12,565 )

Amounts reclassified from AOCI to net income, net of tax ( 48 ) — ( 48 )

Net current period other comprehensive (loss) income ( 14,859 ) 2,246 ( 12,613 )

Ending balance, Maiden shareholders $ ( 60,125 ) $ 8,572 $ ( 51,553 )

For the Three Months Ended September 30, 2021 Change in net unrealized gains on investment Foreign currency translation Total

Beginning balance $ 23,632 $ ( 17,909 ) $ 5,723

Other comprehensive (loss) income before reclassifications ( 14,611 ) 6,036 ( 8,575 )

Amounts reclassified from AOCI to net income, net of tax ( 2,007 ) — ( 2,007 )

Net current period other comprehensive (loss) income ( 16,618 ) 6,036 ( 10,582 )

Ending balance, Maiden shareholders $ 7,014 $ ( 11,873 ) $ ( 4,859 )

For the Nine Months Ended September 30, 2022 Change in net unrealized gains on investment Foreign currency translation Total

For the Three Months Ended March 31, 2023 Change in net unrealized gains on investment Foreign currency translation Total

Beginning balance $ ( 15,668 ) $ ( 25,566 ) $ ( 41,234 )

$ ( 2,693 ) $ ( 9,522 ) $ ( 12,215 )

Other comprehensive (loss) income before reclassifications ( 51,736 ) 18,094 ( 33,642 )

Amounts reclassified from AOCI to net income, net of tax

( 5,696 ) — ( 5,696 )

Net current period other comprehensive (loss) income ( 57,432 ) 18,094 ( 39,338 )

Other comprehensive income before reclassifications 1,906 568 2,474

Net current period other comprehensive income 1,906 568 2,474

Ending balance, Maiden shareholders $ ( 13,762 ) $ ( 24,998 ) $ ( 38,760 )

$ ( 60,125 ) $ 8,572 $ ( 51,553 )

For the Nine Months Ended September 30, 2021 Change in net unrealized gains on investment Foreign currency translation Total

For the Three Months Ended March 31, 2022 Change in net unrealized gains on investment Foreign currency translation Total

Beginning balance $ ( 2,693 ) $ ( 9,522 ) $ ( 12,215 )

$ 49,357 $ ( 25,500 ) $ 23,857

Other comprehensive (loss) income before reclassifications ( 12,921 ) 5,592 ( 7,329 )

2 unchanged sentences

Ending balance, Maiden shareholders $ ( 20,852 ) $ ( 3,930 ) $ ( 24,782 )

$ 7,014 $ ( 11,873 ) $ ( 4,859 )

MAIDEN HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands of U.S.

dollars, except share and per share data)

Long-Term Debt

At September 30, 2022 and December 31, 2021, Maiden Holdings had outstanding publicly-traded senior notes which were issued in 2016 ("2016 Senior Notes") and its wholly owned subsidiary, Maiden Holdings North America, Ltd.

At March 31, 2023 and December 31, 2022, Maiden Holdings had outstanding publicly-traded senior notes which were issued in 2016 ("2016 Senior Notes") and its wholly owned subsidiary, Maiden Holdings North America, Ltd.

("Maiden NA") had outstanding publicly-traded senior notes which were issued in 2013 ("2013 Senior Notes") (collectively "Senior Notes").

1 unchanged sentence

The Senior Notes are unsecured and unsubordinated obligations of the Company.

The following tables detail the issuances of Senior Notes outstanding at September 30, 2022 and December 31, 2021:

September 30, 2022 2016 Senior Notes 2013 Senior Notes Total

The following tables detail the issuances of Senior Notes outstanding at March 31, 2023 and December 31, 2022:

March 31, 2023 2016 Senior Notes 2013 Senior Notes Total

Principal amount

13 unchanged sentences

Effective interest rate 7.07 % 8.04 %

The interest expense incurred on the Senior Notes for the three and nine months ended September 30, 2022 was $ 4,776 and $ 14,329 , respectively (2021 - $ 4,776 and $ 14,329 , respectively), of which $ 1,342 was accrued at both September 30, 2022 and December 31, 2021, respectively.

The issuance costs related to the Senior Notes were capitalized and are being amortized over the effective life of the Senior Notes.

The amortization expense for the three and nine months ended September 30, 2022 was $ 57 and $ 169 , respectively (2021 - $ 56 and $ 166 , respectively).

Under the terms of the 2013 Senior Notes, the 2013 Senior Notes can be redeemed, in whole or in part, at Maiden NA's option at any time and from time to time, until maturity at a redemption price equal to 100 % of the principal amount of the notes to be redeemed plus accrued but unpaid interest on the principal amount being redeemed to, but not including, the redemption date.

Maiden NA is required to give at least thirty days and not more than sixty days notice prior to the redemption date.

Under the terms of the 2016 Senior Notes, the 2016 Senior Notes can be redeemed, in whole or in part, at Maiden Holdings' option at any time and from time to time, until maturity at a redemption price equal to 100 % of the principal amount of the notes to be redeemed plus accrued but unpaid interest on the principal amount being redeemed to, but not including, the redemption date.

Maiden Holdings is required to give at least thirty days and not more than sixty days notice prior to the redemption date.

MAIDEN HOLDINGS, LTD.

2 unchanged sentences

dollars, except share and per share data)

Long-Term Debt (continued)

Total interest and amortization expense incurred on the Senior Notes for the three months ended March 31, 2023 was $ 3,824 (2022 - $ 4,832 ), of which $ 1,342 was accrued as interest payable at both March 31, 2023 and December 31, 2022, respectively.

The issuance costs related to the Senior Notes were capitalized and are amortized over the effective life of the Senior Notes using the effective interest method of amortization.

Maiden NA is required to give at least thirty days and not more than sixty days notice prior to the redemption date.

Maiden Holdings is required to give at least thirty days and not more than sixty days notice prior to the redemption date.

Please see "Note 14.

Subsequent Events" for details of the recent authorization for Maiden Reinsurance to repurchase a portion of the Company's Senior Notes from time to time at market prices, in open market purchases or as may be privately negotiated.

The Company uses reinsurance and retrocessional agreements ("ceded reinsurance") to mitigate volatility, reduce its exposure to certain risks and provide capital support.

3 unchanged sentences

In the event that one or more of our reinsurers or retrocessionaires are unable to meet their obligations under these agreements, the Company would not realize the full value of the reinsurance recoverable balances.

The effect of ceded reinsurance on net premiums written and earned and on net loss and LAE for the nine months ended September 30, 2022 and 2021 was as follows:

For the Nine Months Ended September 30, 2022 2021

The effect of ceded reinsurance on net premiums written and earned and on net loss and LAE for the three months ended March 31, 2023 and 2022 was as follows:

For the Three Months Ended March 31, 2023 2022

Premiums written

7 unchanged sentences

( 77 ) ( 160 )

$ 9,002 $ 1,122

Gross loss and LAE

2 unchanged sentences

$ 9,815 $ ( 2,283 )

$ 22,017 $ 7,546

The Company's reinsurance recoverable on unpaid losses balance as at September 30, 2022 was $ 547,975 (December 31, 2021 - $ 562,845 ) presented in the Condensed Consolidated Balance Sheets.

At September 30, 2022 and December 31, 2021, the Company had no valuation allowance against reinsurance recoverable on unpaid losses.

The Company's reinsurance recoverable on unpaid losses balance as at March 31, 2023 was $ 552,513 (December 31, 2022 - $ 556,116 ) presented in the Condensed Consolidated Balance Sheets.

As of March 31, 2023, the total allowance for expected credit losses on the Company's reinsurance recoverable balance was $ 4,254 .

MAIDEN HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands of U.S.

dollars, except share and per share data)

Reinsurance (continued)

The following table provides a reconciliation of the beginning and ending balances of the allowance for expected credit losses on reinsurance recoverable for the three months ended March 31, 2023:

For the Three Months Ended March 31, 2023

Allowance for expected credit losses on reinsurance recoverable, beginning of period $ 4,277

Reduction for expected credit losses on reinsurance recoverable where credit losses were previously recognized ( 23 )

Allowance for expected credit losses on reinsurance recoverable, end of period $ 4,254

On December 27, 2018, Cavello Bay Reinsurance Limited ("Cavello") and Maiden Reinsurance entered into a retrocession agreement pursuant to which certain assets and liabilities associated with the U.S.

treaty reinsurance business held by Maiden Reinsurance were 100.0 % retroceded to Cavello in exchange for a ceding commission.

The reinsurance recoverable on unpaid losses due from Cavello under this retrocession agreement was $ 67,181 at September 30, 2022 (December 31, 2021 - $ 69,006 ).

The reinsurance recoverable on unpaid losses due from Cavello under this retrocession agreement was $ 55,836 at March 31, 2023 (December 31, 2022 - $ 60,112 ).

The recoverable due includes an allowance for expected credit losses of $ 3,915 as at March 31, 2023.

On July 31, 2019, Maiden Reinsurance and Cavello entered into a Loss Portfolio Transfer and Adverse Development Cover Agreement ("LPT/ADC Agreement") pursuant to which Cavello assumed the loss reserves as of December 31, 2018 associated with the AmTrust Quota Share in excess of a $ 2,178,535 retention up to $ 600,000 , in exchange for a retrocession premium of $ 445,000 .

5 unchanged sentences

Consequently, cumulative adverse development subsequent to December 31, 2018 may result in significant losses from operations until periods when the deferred gain is recognized as a benefit to earnings.

As of September 30, 2022, the reinsurance recoverable on unpaid losses under the LPT/ADC Agreement was $ 480,138 while the deferred gain liability under the LPT/ADC Agreement was $ 35,138 (December 31, 2021 - $ 490,860 and $ 45,860 , respectively).

As of March 31, 2023, the reinsurance recoverable on unpaid losses under the LPT/ADC Agreement was $ 491,651 while the deferred gain liability under the LPT/ADC Agreement was $ 46,981 (December 31, 2022 - $ 490,408 and $ 45,408 , respectively).

The recoverable due under the LPT/ADC Agreement includes an allowance for expected credit losses of $ 330 as at March 31, 2023.

Amortization of the deferred gain will not occur until paid losses have exceeded the minimum retention under the LPT/ADC Agreement, which is estimated to be in 2025.

2 unchanged sentences

Related Party Transactions".

As of September 30, 2022, the amount of collateral required was $ 424,588 .

As of March 31, 2023, the amount of collateral required was $ 461,563 .

Under the terms of the LPT/ADC Agreement, the covered losses associated with the Commutation and Release Agreement with AmTrust are eligible to be covered but recoverable only when such losses are paid or settled by AII or its affiliates, provided such losses and other related amounts shall not exceed $ 312,786 .

Cavello's parent company, Enstar, has credit ratings of BBB from both Standard & Poor's and Fitch Ratings at September 30, 2022.

Cavello's parent company, Enstar, has credit ratings of BBB from both Standard & Poor's and Fitch Ratings at March 31, 2023.

MAIDEN HOLDINGS, LTD.

16 unchanged sentences

The reserve for loss and LAE consists of:

September 30, 2022 December 31, 2021

March 31, 2023 December 31, 2022

Reserve for reported loss and LAE

5 unchanged sentences

The following table represents a reconciliation of our beginning and ending gross and net loss and LAE reserves:

For the Nine Months Ended September 30, 2022 2021

For the Three Months Ended March 31, 2023 2022

Gross loss and LAE reserves, January 1

12 unchanged sentences

Change in deferred gain on retroactive reinsurance ( 1,573 ) 1,339

Assumed retroactive reinsurance business 7,580 —

GLS run-off business acquired or assumed 767 14,350

Allowance for expected credit losses on recoverables 4,286 —

Effect of foreign exchange rate movements

3,611 ( 10,455 )

Net loss and LAE reserves, September 30 598,109 1,005,899

Reinsurance recoverable on unpaid losses, September 30 547,975 561,627

Gross loss and LAE reserves, September 30 $ 1,146,084 $ 1,567,526

Net loss and LAE reserves, March 31 519,110 827,761

Reinsurance recoverable on unpaid losses, March 31 552,513 558,262

Gross loss and LAE reserves, March 31 $ 1,071,623 $ 1,386,023

Prior period development arises from changes to loss estimates recognized in the current year that relate to loss reserves established in previous calendar years.

The favorable or unfavorable development reflects changes in management's best estimate of the ultimate losses under the relevant reinsurance policies after considerable review of changes in actuarial assessments.

The Company recognized adverse prior year loss development of $ 834 for the three months ended September 30, 2022 and favorable prior year loss development of $ 5,493 for the nine months ended September 30, 2022 (2021 - favorable $ 5,352 and $ 23,713 , respectively).

In the Diversified Reinsurance segment, there was favorable prior year loss development of $ 590 and $ 1,975 for the three and nine months ended September 30, 2022 (2021 - favorable $ 1,676 and $ 2,613 , respectively).

Prior year loss development for the three and nine months ended September 30, 2022 was primarily due to favorable reserve development in German Auto Programs and GLS policies partly offset by adverse development in European Capital Solutions.

Prior year loss development for the three and nine months ended September 30, 2021 was due to favorable reserve development in German Auto Programs, European Capital Solutions and other runoff business.

The Company recognized net adverse prior year loss development of $ 3,656 for the three months ended March 31, 2023 (2022 - favorable $ 7,285 ).

In the Diversified Reinsurance segment, there was adverse prior year loss development of $ 757 for the three months ended March 31, 2023 (2022 - favorable $ 2,211 ).

Prior year loss development for the three months ended March 31, 2023 was due to adverse reserve development in other runoff business and also included the recognition of expected credit losses on reinsurance recoverable on unpaid losses.

Prior year loss development for the three months ended March 31, 2022 was due to favorable reserve development in German Auto Programs and other runoff business.

MAIDEN HOLDINGS, LTD.

3 unchanged sentences

Reserve for Loss and Loss Adjustment Expenses (continued)

In the AmTrust Reinsurance segment, net adverse prior year loss development was $ 1,424 during the three months ended September 30, 2022, compared to favorable prior year loss development of $ 3,676 for the same period in 2021.

Net adverse prior year loss development for the three months ended September 30, 2022 was driven by unfavorable movements in European Hospital Liability due to higher than expected loss emergence in Italian Hospital Liability policies as well as the agreed exit cost of $ 3,666 (€ 3,444 ) for the commutation of French Hospital Liability policies as described in "Note 10.

Related Party Transactions";

partly offset by favorable runoff of Workers Compensation business.

Net favorable prior year loss development for the three months ended September 30, 2021 was experienced in Workers Compensation and Commercial Auto Liability.

In the AmTrust Reinsurance segment, net favorable prior year loss development was $ 3,518 during the nine months ended September 30, 2022, compared to net favorable prior year loss development of $ 21,100 for the same period in 2021.

Net favorable prior year loss development of $ 3,518 during the nine months ended September 30, 2022 included $ 5,346 of favorable reserve adjustments for estimated surcharges on Workers' Compensation policies and inuring AmTrust reinsurance for programs in Specialty Risk and Extended Warranty cessions ("AmTrust Cession Adjustments").

Excluding the AmTrust Cession Adjustments, there was adverse development of $ 1,828 for the nine months ended September 30, 2022 driven by unfavorable movements in European Hospital Liability due to higher than expected loss emergence in Italian Hospital Liability policies as well as the agreed exit cost of $ 3,666 (€ 3,444 ) for the commutation of French Hospital Liability policies as described in "Note 10.

Related Party Transactions";

partly offset by favorable runoff of Workers Compensation business.

Prior year favorable loss development in 2021 in Workers Compensation and Commercial Auto Liability was partly offset by adverse development in Hospital Liability.

The change in the deferred gain on retroactive reinsurance was $ 12,024 for the nine months ended September 30, 2022 (2021 - $ 24,296 ).

This change included a decrease in the deferred gain liability and related reinsurance recoverable on unpaid losses under the LPT/ADC Agreement with Cavello of $ 10,722 for the nine months ended September 30, 2022 (2021 - $ 24,296 ) due to favorable development on loss reserves covered under the LPT/ADC Agreement.

The deferred gain on retroactive reinsurance under the LPT/ADC Agreement represents the cumulative adverse development for covered risks in the AmTrust Quota Share as of September 30, 2022 and December 31, 2021.

In the AmTrust Reinsurance segment, net adverse prior year loss development was $ 2,899 during the three months ended March 31, 2023, (2022 - favorable $ 5,074 ).

Net adverse prior year loss development for the three months ended March 31, 2023 was driven by unfavorable movement in General Liability, Auto Liability and Specialty Risk & Extended Warranty partly offset by continued favorable development in Workers Compensation.

Net favorable prior year loss development for the three months ended March 31, 2022 was primarily due to favorable development from Workers Compensation policies and adjustments to AmTrust's inuring reinsurance for certain programs in Specialty Risk and Extended Warranty.

The increase in the deferred gain on retroactive reinsurance was $ 1,573 for the three months ended March 31, 2023 (2022 - $ 1,339 decrease).

This change included an increase in the deferred gain liability and related reinsurance recoverable on unpaid losses under the LPT/ADC Agreement with Cavello of $ 1,573 for the three months ended March 31, 2023 (2022 - $ 1,000 decrease) which is due to adverse development on loss reserves covered under the LPT/ADC Agreement ((2022 - favorable).

The deferred gain on retroactive reinsurance under the LPT/ADC Agreement represents the cumulative adverse development for covered risks in the AmTrust Quota Share as of March 31, 2023 and December 31, 2022.

Amortization of the deferred gain will not occur until paid losses have exceeded the minimum retention under the LPT/ADC Agreement, which is estimated to be in 2025.

1 unchanged sentence

The Founding Shareholders of the Company were Michael Karfunkel, George Karfunkel and Barry Zyskind.

Based on each individual's most recent public filing, Leah Karfunkel (wife of the late Michael Karfunkel) owns or controls approximately 7.7 % of the Company's outstanding common shares and Barry Zyskind (the Company's non-executive chairman) owns or controls approximately 7.3 % of the Company's outstanding common shares.

George Karfunkel owns or controls less than 5.0 % of the Company's outstanding common shares.

Based on each individual's most recent public filing, Leah Karfunkel (wife of the late Michael Karfunkel), George Karfunkel and Barry Zyskind (the Company's non-executive chairman) each own or control less than 5.0 % of the Company's outstanding common shares.

Leah Karfunkel and George Karfunkel are directors of AmTrust, and Barry Zyskind is the chief executive officer and chairman of AmTrust.

Leah Karfunkel, George Karfunkel and Barry Zyskind own or control approximately 55.2 % of the ownership interests of Evergreen Parent LP, the ultimate parent of AmTrust.

Leah Karfunkel, George Karfunkel and Barry Zyskind own or control approximately 55.2 % of the ownership interests of Evergreen Parent, L.P., the ultimate parent of AmTrust.

The following describes transactions that have transpired between the Company and AmTrust:

15 unchanged sentences

The Partial Termination Amendment resulted in Maiden Reinsurance returning $ 647,980 in unearned premium to AII, or $ 436,760 net of applicable ceding commission and brokerage during the second quarter of 2019.

MAIDEN HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands of U.S.

dollars, except share and per share data)

Related Party Transactions (continued)

Subsequently, on January 30, 2019, Maiden Reinsurance and AII agreed to terminate the remaining business subject to the AmTrust Quota Share on a run-off basis effective as of January 1, 2019.

3 unchanged sentences

The Commuted Business excludes any business classified by AII as Specialty Program or Specialty Risk business.

MAIDEN HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands of U.S.

dollars, except share and per share data)

Related Party Transactions (continued)

Maiden Reinsurance paid $ 312,786 ("Commutation Payment"), which is the sum of the net ceded reserves in the amount of $ 330,682 with respect to the Commuted Business as of December 31, 2018 less payments in the amount of $ 17,896 made by Maiden Reinsurance with respect to the Commuted Business from January 1, 2019 through July 31, 2019.

12 unchanged sentences

In accordance with the Commutation Agreement, Maiden Reinsurance paid $ 31,291 (€ 29,401 ) to AIU DAC, which is the sum of net ceded reserves of $ 27,625 (€ 25,956 ) and an agreed exit cost of $ 3,666 (€ 3,444 ).

As a result of the Commutation Agreement, Maiden Reinsurance reduced its exposure to AmTrust's Hospital Liability business, however, it continues to have exposure to Italian medical malpractice liabilities under the European Hospital Liability Quota Share.

The table below shows the effect of both of these quota share arrangements with AmTrust on the Company's Condensed Consolidated Income Statements for the three and nine months ended September 30, 2022 and 2021, respectively:

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2022 2021 2022 2021

As a result of the Commutation Agreement, Maiden Reinsurance reduced its exposure to AmTrust's Hospital Liability business, but still has exposure to Italian medical malpractice liabilities under the European Hospital Liability Quota Share.

The table below shows the effect of both of these quota share arrangements with AmTrust on the Company's Condensed Consolidated Income Statements for the three months ended March 31, 2023 and 2022, respectively:

For the Three Months Ended March 31,

Gross and net premiums written $ ( 6,013 ) $ ( 14,906 )

6 unchanged sentences

insurance subsidiaries with credit for reinsurance on their statutory financial statements, AII, as the direct reinsurer of AmTrust's insurance subsidiaries, established trust accounts ("Trust Accounts") for their benefit.

Maiden Reinsurance has provided appropriate collateral to secure its proportional share under the AmTrust Quota Share of AII's

Maiden Reinsurance has provided appropriate collateral to secure its proportional share under the AmTrust Quota Share of AII's obligations to the AmTrust subsidiaries to whom AII is required to provide collateral which can include any of the following:

(a) assets loaned by Maiden Reinsurance to AII for deposit into the Trust Accounts, pursuant to a loan agreement between those parties;

(b) assets transferred by Maiden Reinsurance for deposit into the Trust Accounts;

Maiden Reinsurance may provide any or a combination of these forms of collateral, provided that the aggregate value thereof equals Maiden Reinsurance's proportionate share of its obligations under the AmTrust Quota Share.

The collateral requirements under the AmTrust Quota Share with AII was satisfied as follows:

• by lending funds of $ 167,975 at March 31, 2023 and December 31, 2022 pursuant to a loan agreement entered into between those parties.

Advances under the loan are secured by promissory notes and was assigned by AII to AmTrust

MAIDEN HOLDINGS, LTD.

3 unchanged sentences

Related Party Transactions (continued)

obligations to the AmTrust subsidiaries to whom AII is required to provide collateral which can include (a) assets loaned by Maiden Reinsurance to AII for deposit into the Trust Accounts, pursuant to a loan agreement between those parties, (b) assets transferred by Maiden Reinsurance for deposit into the Trust Accounts, or (c) a letter of credit obtained by Maiden Reinsurance and delivered to an AmTrust subsidiary on AII's behalf.

The collateral requirements under the AmTrust Quota Share with AII was satisfied as follows:

• by lending funds of $ 167,975 at September 30, 2022 and December 31, 2021 pursuant to a loan agreement entered into between those parties.

Advances under the loan are secured by promissory notes.

This loan was assigned by AII to AmTrust effective December 31, 2014 and is carried at cost.

effective December 31, 2014 and is carried at cost.

Interest is payable at a rate equivalent to the Federal Funds Effective Rate ("Fed Funds") plus 200 basis points per annum.

Interest income on the loan was $ 1,771 and $ 3,808 for the three and nine months ended September 30, 2022, respectively (2021 - $ 885 and $ 2,611 , respectively) and the effective yield was 4.2 % and 3.0 % for the respective periods (2021 - 2.1 % and 2.1 %).

Interest income on the loan was $ 2,698 for the three months ended March 31, 2023 (2022 - $ 879 ) and the effective yield was 6.4 % for the respective period (2022 - 2.1 %).

• on January 30, 2019, in connection with the termination of the reinsurance agreements described above, the Company and AmTrust amended the Loan Agreement between Maiden Reinsurance, AmTrust and AII, originally entered into on November 16, 2007, by extending the maturity date to January 1, 2025 and specifies that due to the termination of the AmTrust Quota Share, no further loans or advances may be made pursuant to the Loan Agreement;

1 unchanged sentence

AmTrust subsidiaries.

The amount of the collateral at September 30, 2022 was $ 104,453 (December 31, 2021 - $ 246,874 ) and the accrued interest was $ 589 (December 31, 2021 - $ 1,171 ).

The amount of the collateral at March 31, 2023 was $ 28,482 (December 31, 2022 - $ 42,305 ) and the accrued interest was $ 143 (December 31, 2022 - $ 224 ).

Please refer to "Note 4.

(e) Investments" for additional information;

• on January 11, 2019, a portion of the existing Trust Accounts used for collateral on the AmTrust Quota Share were converted to a funds withheld arrangement.

The Company transferred $ 575,000 to AmTrust as a funds withheld receivable which has an annual interest rate for 2022 of 2.1 %, subject to annual adjustment.

The annual interest rate was 1.80 % for 2021.

At September 30, 2022, the funds withheld balance was $ 490,603 (December 31, 2021 - $ 575,000 ) and the accrued interest was $ 2,597 (December 31, 2021 - $ 2,609 ).

The interest income on the funds withheld receivable was $ 2,597 and $ 8,585 for the three and nine months ended September 30, 2022, respectively (2021 - $ 2,609 and $ 7,741 , respectively).

• on January 11, 2019, the Company transferred $ 575,000 to AmTrust as a portion of the existing Trust Accounts used for collateral on the AmTrust Quota Share was converted to a funds withheld arrangement.

The funds withheld receivable earns an annual interest rate of 3.5 % for 2023, subject to annual adjustment ( 2.1 % for 2022).

At March 31, 2023, the funds withheld balance was $ 351,525 (December 31, 2022 - $ 416,835 ) and accrued interest was $ 3,434 (December 31, 2022 - $ 2,359 ).

The interest income on the funds withheld receivable was $ 3,281 for the three months ended March 31, 2023 (2022 - $ 2,552 ).

Pursuant to the terms of the LPT/ADC Agreement, Maiden Reinsurance, Cavello and AmTrust and certain of its affiliated companies entered into a Master Collateral Agreement (“MCA”) to define and enable the operation of collateral provided under the AmTrust Quota Share.

19 unchanged sentences

Pursuant to the terms of Post Termination Endorsement No.

2, the funding percentage was reduced to 107.5 % during the first quarter of 2023.

Pursuant to the terms of Post Termination Endorsement No.

1 to the European Hospital Liability Quota Share, Maiden Reinsurance strengthened the collateral protection provided by Maiden Reinsurance to AEL and AIU DAC by increasing the required funding percentage for Maiden Reinsurance under the collateral arrangements between the parties to the greater of 120 % of the Exposure (as defined therein) and the amount of security required to offset the increase in the Solvency Capital Requirement (“SCR”) that results from the changes in the SCR which arise out of Maiden Reinsurance's re-domestication as compared to the SCR calculation if Maiden Reinsurance had remained domesticated in a Solvency II equivalent jurisdiction with a solvency ratio above 100 % and provided collateral equivalent to 100 % of the Exposure.

b) European Hospital Liability Quota Share

Collateral has been provided to both AEL and AIU DAC under the European Hospital Liability Quota Share.

For AEL, the amount of the collateral held in reinsurance trust accounts at March 31, 2023 was $ 192,620 (December 31, 2022 - $ 188,473 ) and the accrued interest was $ 1,138 (December 31, 2022 - $ 966 ).

MAIDEN HOLDINGS, LTD.

3 unchanged sentences

Related Party Transactions (continued)

b) European Hospital Liability Quota Share

Collateral has been provided to both AEL and AIU DAC under the European Hospital Liability Quota Share.

For AEL, the amount of the collateral held in reinsurance trust accounts at September 30, 2022 was $ 197,737 (December 31, 2021 - $ 244,488 ) and the accrued interest was $ 710 (December 31, 2021 - $ 1,273 ).

For AIU DAC, the Company utilized funds withheld to satisfy its collateral requirements which was used to settle the Commutation Agreement on September 12, 2022.

Therefore, at September 30, 2022, the amount of funds withheld was $ 0 (December 31, 2021 - $ 26,460 ) and the accrued interest was $ 0 (December 31, 2021 - $ 141 ).

AIU DAC paid Maiden Reinsurance a fixed annual interest rate of 0.5 % on the average daily funds withheld balance.

The interest income on the funds withheld receivable was $ 3 and $ 59 for the three and nine months ended September 30, 2022, respectively (2021 - $ 37 and $ 111 , respectively).

Brokerage Agreement

Effective July 1, 2007, the Company had a reinsurance brokerage agreement with AII Reinsurance Broker Ltd.

("AIIB"), a wholly owned subsidiary of AmTrust.

Pursuant to the brokerage agreement, AIIB provided brokerage services relating to the AmTrust Quota Share and the European Hospital Liability Quota Share for a fee equal to 1.25 % of the premium assumed.

AIIB was not the Company's exclusive broker.

The brokerage agreement was terminated as of March 15, 2019.

Maiden Reinsurance had $ 67 and $ 48 of reinsurance brokerage expense for the three and nine months ended September 30, 2022 (2021 - $ 94 and $ 242 , respectively) and deferred reinsurance brokerage of $ 868 at September 30, 2022 (December 31, 2021 - $ 1,147 ) as a result of this agreement.

Asset Management Agreement

2 unchanged sentences

The agreement may be terminated upon 30 days written notice by either party.

The Company recorded $ 99 and $ 329 of investment management fees for the three and nine months ended September 30, 2022, respectively (2021 - $ 196 and $ 690 , respectively) under this agreement.

The Company recorded $ 73 of investment management fees for the three months ended March 31, 2023 (2022 - $ 126 ) under this agreement.

On September 9, 2020, Maiden Reinsurance, AmTrust and AIIM entered into a novation agreement, effective July 1, 2020, which provided for the novation of the asset management agreement, dated January 1, 2018 between Maiden Reinsurance and AIIM, and the release by Maiden Reinsurance of AIIM's obligations under the asset management agreement.

2 unchanged sentences

The novation mandates that AmTrust is to be bound by the terms of the asset management agreement in place of AIIM and AmTrust agrees to perform any and all past, present and future obligations of AIIM under the asset management agreement.

683 Capital Partners, LP (“683 Partners”)

At September 30, 2022, 683 Partners and its affiliates own or control approximately 5.0 % of the outstanding common shares of the Company.

683 Partners and its affiliates are not related parties as defined in ASC 850:

Related Party Disclosures .

Limited Partnership Agreement with 683 Capital Management, LLC ("683 Capital")

In July 2020, the Company and 683 Capital entered into a limited partnership agreement (“683 LP Agreement”) whereby 683 Capital will separately manage certain funds of Maiden Reinsurance at its discretion, subject to guidelines established by the parties.

Under the 683 LP Agreement, Maiden Reinsurance will pay 683 Capital a management fee and subject to certain metrics agreed to by the parties, an incentive fee upon attainment of those metrics.

Maiden Reinsurance may periodically and in its discretion increase the amount invested under the 683 LP Agreement, and subject to certain conditions, reduce the amount invested under the 683 LP Agreement.

Hedge fund investments of $ 15,447 were managed by 683 Capital under this agreement at September 30, 2022 (December 31, 2021 - $ 32,929 ) which reflected investment results through that date along with a reduction in the amount invested under the 683 LP Agreement during the nine months ended September 30, 2022.

Commitments, Contingencies and Guarantees

1 unchanged sentence

a) Concentrations of Credit Risk

At September 30, 2022 and December 31, 2021, the Company’s assets where significant concentrations of credit risk may exist include investments, cash and cash equivalents, loan to related party, reinsurance recoverable on paid and unpaid losses and funds withheld receivable.

At March 31, 2023 and December 31, 2022, the Company’s assets where significant concentrations of credit risk may exist include investments, cash and cash equivalents, loan to related party, reinsurance balances receivable, reinsurance recoverable on paid and unpaid losses and funds withheld receivable.

Please refer to " Note 8.

1 unchanged sentence

The Company requires its reinsurers to have adequate financial strength.

MAIDEN HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands of U.S.

dollars, except share and per share data)

Commitments, Contingencies and Guarantees (continued)

The Company evaluates the financial condition of its reinsurers and monitors its concentration of credit risk on an ongoing basis.

4 unchanged sentences

The Company believes it bears minimal credit risk in its cash on deposit.

The Company also monitors the credit risk related to the loan to related party and funds withheld receivable, within which the largest balances are due from AmTrust.

The Company also monitors the credit risk related to the loan to related party, reinsurance balances receivable and funds withheld receivable, within which the largest balances are due from AmTrust.

AmTrust has a financial strength/credit rating of A- (Excellent) from A.M.

Best at September 30, 2022.

Best at March 31, 2023.

To mitigate credit risk, the Company generally has a contractual right of offset thereby allowing claims to be settled net of any premiums or loan receivable.

The Company believes these balances as at September 30, 2022 will be fully collectible.

The Company believes these balances as at March 31, 2023 will be fully collectible.

b) Investment Commitments and Related Financial Guarantees

The Company's unfunded commitments on other investments is $ 76,437 at September 30, 2022 (December 31, 2021 - $ 68,262 ).

The Company's unfunded commitments on equity method investments was $ 25,069 at September 30, 2022 (December 31, 2021 - $ 25,950 ).

The Company's unfunded commitments on private equity securities at September 30, 2022 was $ 17,663 (December 31, 2021 - $ 27,415 ).

The Company's unfunded commitments on other investments at September 30, 2022 and December 31, 2021 were as follows:

September 30, 2022 December 31, 2021

The Company had total unfunded commitments on alternative investments of $ 109,188 at March 31, 2023 (December 31, 2022 - $ 112,989 ) which included commitments for other investments, private equity securities and equity method investments.

The table below shows the total unfunded commitments by type of investment as at March 31, 2023 and December 31, 2022:

March 31, 2023 December 31, 2022

Fair Value % of Total Fair Value % of Total

1 unchanged sentence

Private credit funds 12,281 11.3 % 13,906 12.3 %

Investments in direct lending entities 3,304 4.3 % 13,216 19.4 %

Other privately held investments 1,385 1.8 % 4,000 5.8 %

Privately held equity investments 705 0.6 % 705 0.6 %

Total unfunded commitments on other investments $ 66,146 60.6 % $ 69,607 61.6 %

Total unfunded commitments on equity securities $ 16,509 15.1 % $ 16,509 14.6 %

Total unfunded commitments on equity method investments $ 26,533 24.3 % $ 26,873 23.8 %

Total unfunded commitments on alternative investments $ 109,188 100.0 % $ 112,989 100.0 %

MAIDEN HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands of U.S.

dollars, except share and per share data)

Commitments, Contingencies and Guarantees (continued)

Certain of the Company's investments in limited partnerships are related to real estate joint ventures with interests in multi-property projects with varying strategies ranging from the development of properties to the ownership of income-producing properties.

3 unchanged sentences

The Company is not bound to such guarantees without its express authorization.

As discussed above, at September 30, 2022, guarantees of $ 41,302 (December 31, 2021 - $ 33,305 ) were provided to lenders by the Company on behalf of real estate joint ventures, however, the likelihood of the Company incurring any losses pertaining to project level financing guarantees was determined to be remote.

As discussed above, at March 31, 2023, guarantees of $ 42,256 (December 31, 2022 - $ 42,141 ) were provided to lenders by the Company on behalf of real estate joint ventures, however, the likelihood of the Company incurring any losses pertaining to project level financing guarantees was determined to be remote.

Therefore, no liability has been accrued under ASC 450-20.

c) Operating Lease Commitments

The Company leases office spaces, housing, office equipment and company vehicles under various operating leases expiring in various years through 2024.

The Company leases office spaces and office equipment under various operating leases expiring in various years through 2025.

The Company's leases are currently classified as operating leases and none of them have non-lease components.

1 unchanged sentence

As the lease contracts generally do not provide an implicit discount rate, the Company used the weighted-average discount rate of 10 %, representing its secured incremental borrowing rate, in calculating the present value of the lease liability.

This amount of $ 328 is recorded as a lease liability within accrued expenses and other liabilities with an equivalent amount for the right-of-use asset presented as part of other assets at September 30, 2022 (December 31, 2021 - $ 473 ).

The Company's weighted-average remaining lease term is approximately 2.1 years at September 30, 2022.

At March 31, 2023, the Company's future lease obligations of $ 382 (December 31, 2022 - $ 300 ) were calculated based on the present value of future annual rental commitments excluding taxes, insurance and other operating costs for non-cancellable operating leases discounted using its secured incremental borrowing rate.

This amount has been recognized on the Consolidated Balance Sheet as a lease liability within accrued expenses and other liabilities with an equivalent amount for the right-of-use asset presented as part of other assets .

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 term of the borrowing.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.The Company's weighted-average remaining lease term is approximately 1.9 years at March 31, 2023.

Under Topic 842, Leases , the Company continues to recognize the related leasing expense on a straight-line basis over the lease term on the Consolidated Statements of Income.

The Company's total lease expense for three months ended March 31, 2023 was $ 60 (2022 - $ 48 ) recognized within net income consistent with the prior accounting treatment under Topic 840.

d) Legal Proceedings

6 unchanged sentences

Department of Labor claiming that his employment with the Company was terminated in retaliation for corporate whistle-blowing in violation of the whistle-blower protection provisions of the Sarbanes-Oxley Act of 2002.

MAIDEN HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands of U.S.

dollars, except share and per share data)

Commitments, Contingencies and Guarantees (continued)

Turin alleged that he was terminated for raising concerns regarding corporate governance with respect to the negotiation of the terms of the Trust Preferred Securities Offering.

22 unchanged sentences

The Company will continue to vigorously defend itself against this claim.

MAIDEN HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands of U.S.

dollars, except share and per share data)

Commitments, Contingencies and Guarantees (continued)

A putative class action complaint was filed against Maiden Holdings, Arturo M.

6 unchanged sentences

On August 6, 2021, the Court issued an order denying, in part, Defendants’ motion to dismiss, ordering Plaintiffs to file a shorter amended complaint no later than August 20, 2021, and permitting discovery to proceed on a limited basis.

On February 7, 2023, the District Court denied Plaintiffs’ motion for reconsideration of the District Court’s decision denying Plaintiffs’ objection to the Magistrate Judge’s December 2021 ruling on discovery.

The Company expects to file a dispositive motion in the near future.

We believe the claims are without merit and we intend to vigorously defend ourselves.

3 unchanged sentences

The following is a summary of the elements used in calculating basic and diluted earnings per common share:

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2022 2021 2022 2021

Net (loss) income $ ( 8,160 ) $ ( 3,140 ) $ ( 9,047 ) $ 14,258

For the Three Months Ended March 31,

Net loss $ ( 11,328 ) $ ( 1,949 )

Gain from repurchase of preference shares - Series A, C and D — 3,543

Amount allocated to participating common shareholders (1)

— ( 17 ) ( 109 ) ( 1,017 )

Net (loss) income allocated to Maiden common shareholders $ ( 11,328 ) $ 1,584

2 unchanged sentences

Share options and restricted share units (2)

— 4,452 1,729 4,406

Adjusted weighted average number of common shares – diluted (2)

5 unchanged sentences

Share Compensation and Pension Plans" in the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 for the terms and conditions of securities that could potentially be dilutive in the future.

There were no potentially dilutive securities for the three months ended September 30, 2022 and 1,729 potentially dilutive securities for the nine months ended September 30, 2022 (2021 - 4,452 and 4,406 , respectively).

MAIDEN HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands of U.S.

dollars, except share and per share data)

The Company recognized an income tax benefit of $ 91 and income tax expense of $ 451 for the three and nine months ended September 30, 2022, respectively, compared to an income tax benefit of $ 155 and $ 363 for the same respective periods in 2021.

There were no potentially dilutive securities for the three months ended March 31, 2023 (2022 - 3,642 ).

The Company recognized an income tax benefit of $ 28 for the three months ended March 31, 2023, compared to an income tax expense of $ 1,255 for the same respective period in 2022.

The effective tax rate on the Company's net loss differs from the statutory rate of zero percent under Bermuda law due to tax on foreign operations, primarily the U.S.

2 unchanged sentences

At this time, the Company believes it is necessary to establish a valuation allowance against the U.S.

net deferred tax assets due to insufficient positive evidence regarding the utilization of these tax benefits in the future .

net deferred tax assets as more evidence is needed regarding the utilization of these tax benefits in the future .

MAIDEN HOLDINGS, LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(in thousands of U.S.

dollars, except share and per share data)

Subsequent Events

Exchange of Preference Shares for Common Shares

On November 9, 2022, the Company announced its intention to exchange all of the Company’s outstanding 8.250 % Non-Cumulative Preference Shares Series A (the “ Series A Preference Shares ”), 7.125 % Non-Cumulative Preference Shares Series C (the “ Series C Preference Shares ”) and 6.700 % Non-Cumulative Preference Shares Series D (the “ Series D Preference Shares ” and, together with the Series A Preference Shares and the Series C Preference Shares, the “ Preference Shares ”) for shares of Maiden’s common shares, $ 0.01 par value per share (the “ Common Shares ”), subject to the terms of the certificate of designations for each of the Preference Shares, as amended (the " Exchange ").

The Exchange requires that the terms of each of the Preference Shares be varied and any such variation will require the affirmative vote of holders of two-thirds of the issued shares of each series of the Preference Shares.

Maiden Reinsurance, which currently owns more than 73 % of each series of the Preference Shares, has indicated it will consent to the variations for each of the series of Preference Shares in order to effectuate the Exchange.

The Company’s board of directors (the “ Board ”) established a special committee consisting solely of disinterested and independent directors (the “ Special Committee ”) for the purpose of evaluating and, if appropriate, negotiating and approving potential amendments to the certificates of designations for each series of Preference Shares in order to effectuate the Exchange.

Advised by its own financial and legal advisors, the Special Committee unanimously approved an exchange ratio of three Common Shares per Preference Share of each series for record holders of the Preference Shares.

The Board has also approved the amendments to the certificates of designations for each series of Preference Shares, and the Exchange.

Under the proposed terms of the Exchange, holders of Preference Shares at the time of the Exchange will receive Common Shares having a fair value that meets the “Minimum Price” as determined in accordance with the rules of NASDAQ and as will be described in an information statement that Maiden will file with the Securities and Exchange Commission (the “ SEC ”) and will distribute to preference shareholders (the “ Information Statement ”).

Specifically, holders of Preference Shares of each series will receive, for each Preference Share held, three Common Shares, with the value of each Preference Share so exchanged being equal to three times the price that is the lower of:

(i) the closing price of the Common Shares (as reflected on Nasdaq.com) immediately preceding the date of the Exchange;

and (ii) the average closing price of the Common Shares (as reflected on Nasdaq.com) for the five trading days immediately preceding the date of the Exchange.

As a result of the Exchange, the Preference Shares will no longer trade on the New York Stock Exchange, and no Preference Shares will be issued or outstanding.

All rights of the former holders related to ownership of the Preference Shares will terminate.

Upon completion of the Exchange, it is expected that Maiden Reinsurance will own approximately 29 % of the Common Shares as of the date of the Exchange as described above, which Common Shares will be eliminated for accounting and financial reporting purposes on the Company’s consolidated financial statements.

Maiden Reinsurance's voting power, with respect to its Common Shares will be capped at 9.5 % under the terms of the bye-laws of the Company.

The Exchange and the ownership of the Common Shares by Maiden Reinsurance is being made in compliance with Maiden Reinsurance's investment policy which has been approved by the Vermont Department of Financial Regulation.

As a result of the Exchange, Maiden estimates that its book value per Common Share will increase by approximately $ 0.82 per Common Share, subject to the determination of the final value of the Preference Shares and the exchange price of the Common Shares.

Maiden expects to complete the transaction on or before December 31, 2022 and will notify holders of the exchange date when determined.

On May 3, 2023, the Company's Board of Directors approved the repurchase, including the repurchase by Maiden Reinsurance in accordance with its investment guidelines, of up to $ 100,000 of the Company's Senior Notes from time to time at market prices in open market purchases or as may be privately negotiated.

On May 3, 2023 at its Annual General Meeting of Shareholders, the Company's common shareholders approved the increase in the authorized share capital of the Company from $ 1,500 divided into 150,000,000 shares of par value $ 0.01 each, to $ 2,000 divided into 200,000,000 of par value $ 0.01 each.

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

What changed 10-Q

Item 1. Financial Statements