Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 8. Consolidated Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
MOUNT LOGAN CAPITAL INC.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 34)
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CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
F-2
CONSOLIDATED STATEMENTS OF OPERATIONS
F-3
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
F-4
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
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CONSOLIDATED STATEMENTS OF CASH FLOWS
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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Schedule I: Summary of Investments — Other Than Investments in Related Parties
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MOUNT LOGAN CAPITAL INC.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 34 )
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Mount Logan Capital Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Mount Logan Capital Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Deloitte & Touche LLP
New York, New York
March 19, 2026
We have served as the Company’s auditor since 2021.
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MOUNT LOGAN CAPITAL INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in thousands, except per share data) December 31, 2025 December 31, 2024
ASSETS
Asset Management
Cash and cash equivalents $ 14,999 $ 8,933
Investments (including related party amounts of $ 25,423 and $ 20,871 at December 31, 2025 and December 31, 2024, respectively)
29,298 21,370
Intangible assets 10,961 25,940
Other assets (including related party amounts of $ 5,245 and $ 2,657 at December 31, 2025 and December 31, 2024, respectively)
11,165 9,179
66,423 65,422
Insurance Solutions
Cash and cash equivalents 88,723 51,999
Restricted cash 9,973 15,716
Investments (including related party amounts of $ 20,867 and $ 23,659 at December 31, 2025 and December 31, 2024, respectively)
956,808 915,556
Derivatives 481 —
Assets of consolidated variable interest entities
Cash and cash equivalents 30,030 25,056
Investments 120,680 125,898
Other assets 955 1,048
Reinsurance recoverable 272,918 259,454
Intangible assets 2,444 2,444
Deferred acquisition costs 6,791 6,524
Goodwill 30,193 55,697
Other assets 14,299 37,135
1,534,295 1,496,527
Total assets $ 1,600,718 $ 1,561,949
LIABILITIES
Asset Management
Due to related parties $ 11,844 $ 10,470
Debt obligations 76,250 74,963
Accrued expenses and other liabilities 9,515 5,669
97,609 91,102
Insurance Solutions
Future policy benefits 781,881 769,533
Interest sensitive contract liabilities 363,981 334,876
Funds held under reinsurance contracts 237,143 239,918
Debt obligations 17,250 14,250
Derivatives 1,388 5,192
Accrued expenses and other liabilities 10,510 2,995
1,412,153 1,366,764
Total liabilities 1,509,762 1,457,866
Commitments and Contingencies (See Note 24)
EQUITY
Common shares, $ 0.001 par value, 150,000,000 shares authorized, 12,786,770 and 6,133,631 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively
13 6
Warrants 1,426 1,426
Additional paid-in-capital 177,099 123,889
Retained earnings (accumulated deficit) ( 120,746 ) ( 58,279 )
Accumulated other comprehensive income (loss) 33,164 37,041
Total equity 90,956 104,083
Total liabilities and equity $ 1,600,718 $ 1,561,949
See accompanying notes to the audited consolidated financial statements.
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MOUNT LOGAN CAPITAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31,
(in thousands, except per share data) 2025 2024
REVENUES
Asset Management
Management fees $ 9,532 $ 11,131
Incentive fees 1,613 3,198
Advisory and transaction fees, net 798 —
Equity investment earning 1,023 680
12,966 15,009
Insurance Solutions
Net premiums ( 17,200 ) ( 15,479 )
Product charges 1,877 266
Net investment income 63,423 74,638
Net gains (losses) from investment activities 6,217 ( 8,211 )
Net revenues of consolidated variable interest entities 13,166 15,082
Net investment income (loss) on funds withheld ( 27,192 ) ( 32,056 )
Other income 309 541
40,600 34,781
Total revenues 53,566 49,790
EXPENSES
Asset Management
Administration and servicing fees 7,802 5,895
Transaction costs 9,501 2,174
Compensation and benefits 8,392 8,412
Amortization and impairment of intangible assets 14,978 3,582
Interest and other credit facility expenses 7,810 7,001
General, administrative and other 13,138 6,480
61,621 33,544
Insurance Solutions
Net policy benefit and claims (remeasurement gain on policy liabilities of $ 9,872 and $ 16,237 for the year ended December 31, 2025 and 2024, respectively)
( 2,222 ) ( 10,091 )
Interest sensitive contract benefits 16,076 14,972
Amortization of deferred acquisition costs 3,126 2,175
Compensation and benefits 543 1,367
Interest expense 1,541 1,313
General, administrative and other (including related party amounts of $ 6,972 and $ 7,169 for the year ended December 31, 2025 and 2024, respectively)
14,394 16,276
Goodwill impairment 25,504 —
58,962 26,012
Total expenses 120,583 59,556
Investment and other income (loss) - Asset Management
Net gains (losses) from investment activities 2,021 ( 1,531 )
Dividend income 98 356
Interest income 1,278 1,091
Other income (loss), net 702 69
Gain on acquisition 4,457 —
Total investment and other income (loss) 8,556 ( 15 )
Income (loss) before taxes ( 58,461 ) ( 9,781 )
Income tax (expense) benefit — Asset Management ( 2,386 ) ( 606 )
Net income (loss) $ ( 60,847 ) $ ( 10,387 )
Earnings per share
Net income (loss) attributable to common shareholders - Basic $ ( 7.08 ) $ ( 1.70 )
Net income (loss) attributable to common shareholders - Diluted ( 7.08 ) ( 1.70 )
Weighted average shares outstanding – Basic 8,597,454 6,113,203
Weighted average shares outstanding – Diluted 8,597,454 6,113,203
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MOUNT LOGAN CAPITAL INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Years Ended December 31,
(in thousands, except per share data) 2025 2024
Net income (loss) $ ( 60,847 ) $ ( 10,387 )
Other comprehensive income (loss), before tax:
Unrealized investment gains (losses) on available-for-sale securities 5,960 7,555
Unrealized gains (losses) on hedging instruments 4,285 ( 5,192 )
Remeasurement gains (losses) on future policy benefits related to discount rate ( 14,122 ) 7,592
Other comprehensive income (loss), before tax ( 3,877 ) 9,955
Income tax expense (benefit) related to other comprehensive income (loss) — —
Other comprehensive income (loss) ( 3,877 ) 9,955
Comprehensive income (loss) $ ( 64,724 ) $ ( 432 )
See accompanying notes to the audited consolidated financial statements.
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MOUNT LOGAN CAPITAL INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands, except for number of shares)
Year Ended December 31, 2025 Number of Voting
Common
Shares Common
Shares Warrants Additional Paid in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (loss) Total
Equity
Balance at January 1, 2025 6,133,631 $ 6 $ 1,426 $ 123,889 $ ( 58,279 ) $ 37,041 $ 104,083
Share issuance for reverse acquisition 5,666,700 6 — 46,806 — — 46,812
Share issuance for investment purchase 760,188 1 — 5,869 — — 5,870
Equity based compensation 4,101 — — 2,843 — — 2,843
Restricted share units release 382,808 — — ( 874 ) — — ( 874 )
Common shares repurchased ( 160,658 ) — — ( 1,434 ) — — ( 1,434 )
Shareholder dividends ($ 0.21 per share)
— — — — ( 1,620 ) — ( 1,620 )
Net income (loss) — — — — ( 60,847 ) — ( 60,847 )
Other comprehensive income (loss) — — — — — ( 3,877 ) ( 3,877 )
Balance at December 31, 2025 12,786,770 $ 13 $ 1,426 $ 177,099 $ ( 120,746 ) $ 33,164 $ 90,956
Year Ended December 31, 2024 Number of Voting
Common
Shares Common
Shares Warrants Additional Paid in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Total
Equity
Balance at January 1, 2024 6,095,289 $ 6 $ 1,129 $ 123,421 $ ( 46,386 ) $ 27,086 $ 105,256
Issuance of warrants — — 297 — — — 297
Equity based compensation — — — 574 — — 574
Restricted Share Units release 38,342 — — ( 106 ) — — ( 106 )
Shareholder dividends ($ 0.24 per share)
— — — — ( 1,506 ) — ( 1,506 )
Net income (loss) — — — — ( 10,387 ) — ( 10,387 )
Other comprehensive income (loss) — — — — — 9,955 9,955
Balance at December 31, 2024 6,133,631 $ 6 $ 1,426 $ 123,889 $ ( 58,279 ) $ 37,041 $ 104,083
See accompanying notes to the audited consolidated financial statements.
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MOUNT LOGAN CAPITAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
(in thousands) 2025 2024
Cash Flows from Operating Activities
Net income (loss) $ ( 60,847 ) $ ( 10,387 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Net realized (gains) losses on investments 3,386 ( 226 )
Net realized (gains) losses on foreign currency 5 5
Net change in unrealized (gains) losses on investments ( 11,776 ) 8,449
Net change in unrealized (gains) losses on foreign currency ( 37 ) 62
Change in fair value of debt obligation ( 1,339 ) 296
Payment in-kind interest ( 5,393 ) ( 2,702 )
Equity investment earnings ( 1,023 ) ( 680 )
Amortization of debt issuance costs 504 359
Amortization of deferred acquisition costs 3,126 2,175
Amortization of intangible assets 3,572 1,747
Impairment of intangible assets 11,406 1,835
Net amortization of premiums and accretion of discounts on investments ( 287 ) ( 625 )
Equity based compensation 1,969 468
Increase (decrease) in estimated credit losses 3,924 4,231
Gain on reverse acquisition of business ( 4,457 ) —
Goodwill Impairment 25,504 —
(Increase) decrease in operating assets:
Reinsurance recoverable 5,756 16,665
Change in deferred acquisition costs ( 3,393 ) ( 2,357 )
Distributions from equity method investments 1,314 1,939
Other assets 3,804 ( 12,082 )
Other assets of consolidated VIEs 93 146
Purchases of investments by consolidated VIEs ( 92,146 ) ( 118,110 )
Proceeds from sale of investments by consolidated VIEs 96,296 115,866
Increase (decrease) in operating liabilities:
Due to related parties 1,373 ( 1,648 )
Future policy benefits ( 20,993 ) ( 34,714 )
Interest sensitive contract liabilities 16,075 14,972
Funds held under reinsurance contracts ( 2,775 ) 1,665
Accrued expenses and other liabilities 4,180 ( 25,117 )
Net cash used in operating activities $ ( 22,179 ) $ ( 37,768 )
Investing Activities
Purchases of investments ( 303,818 ) ( 317,259 )
Proceeds received from reverse acquisition of business 36,794 —
Proceeds from sales and repayments of investments 317,880 290,762
Net cash provided by (used in) investing activities $ 50,856 $ ( 26,497 )
Financing Activities
Shareholder dividends ( 1,620 ) ( 1,506 )
Repurchase of common shares ( 1,434 ) —
Proceeds from borrowings of asset management business 2,500 31,603
Repayments of borrowings of asset management business ( 2,132 ) ( 17,413 )
Financing costs paid and deferred — ( 270 )
Proceeds from borrowings of insurance business 3,000 —
Deposits on investment-type policies and contracts 42,996 72,818
Withdrawals on investment-type policies and contracts ( 29,966 ) ( 9,483 )
Net cash provided by (used in) financing activities $ 13,344 $ 75,749
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Years Ended December 31,
(in thousands) 2025 2024
Net increase (decrease) in cash, cash equivalents and restricted cash, and cash and cash equivalents of consolidated VIEs 42,021 11,484
Cash, cash equivalents and restricted cash, and cash and cash equivalents of consolidated VIEs, beginning of the period 101,704 90,220
Cash, cash equivalents and restricted cash, and cash and cash equivalents of consolidated VIEs, end of period $ 143,725 $ 101,704
Cash, cash equivalents, restricted cash and cash and cash equivalents of consolidated VIEs
Asset Management
Cash and cash equivalents 14,999 8,933
Total Asset Management 14,999 8,933
Insurance Solutions
Cash and cash equivalents 88,723 51,999
Restricted cash 9,973 15,716
Cash and cash equivalents of consolidated VIEs 30,030 25,056
Total Insurance Solutions 128,726 92,771
Total cash, cash equivalents and restricted cash, and cash and cash equivalents of consolidated VIEs $ 143,725 $ 101,704
Supplemental disclosures of cash flow information
Interest received 79,380 90,863
Interest paid 6,774 4,832
Dividends received 1,418 1,881
Income taxes paid 307 828
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Cashless repayment on borrowings — 13,636
Issuance of common shares for vested Restricted Share Units 2,461 511
Issuance of common shares for investment purchases 52,682 —
Issuance of common shares for share based compensation 45 —
See accompanying notes to the audited consolidated financial statements.
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MOUNT LOGAN CAPITAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except share and per share data, and except where noted)
Note 1. Organization
Mount Logan, together with its consolidated subsidiaries (the “Company”) is a diversified alternative asset management and insurance solutions platform. Our mission is to provide our investors access to a diversified and differentiated set of private market investment solutions to address their capital needs. Mount Logan conducts its business primarily in the United States through its two business segments: Asset Management and Insurance Solutions. Our Asset Management segment is conducted by Mount Logan Management LLC (“ML Management”), our SEC-registered investment adviser, manages a significant portion of our Assets Under Management (“AUM”) across our various managed funds supported by permanent and semi-permanent capital bases. Management also directly manages the capital of our wholly-owned insurance company, Ability Insurance Company (“Ability”), for the benefit of policyholders. The Company’s Insurance Solutions segment is conducted by Ability, a Nebraska domiciled insurer, specializes in reinsuring annuity products for the increasing number of individuals seeking to fund retirement needs and represents all of our insurance solutions operations.
On September 12, 2025 (the “Closing Date”), the Company completed a business combination pursuant to an Agreement and Plan of Merger, dated as of January 16, 2025 and amended as of July 6, 2025 and August 17, 2025 (the “Merger Agreement”) among the Company (formerly, Yukon New Parent, Inc.), Mount Logan Capital Inc., an insurance company and asset manager organized under the laws of the Province of Ontario (“Legacy Mount Logan”), and 180 Degree Capital Corp. (“TURN”), a New York corporation that was registered as a closed-end investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), Polar Merger Sub, Inc., a corporation organized under the laws of the State of New York and wholly owned subsidiary of the Company (“TURN Merger Sub”), and Moose Merger Sub, LLC, a limited liability company formed under the laws of the State of Delaware and a wholly owned subsidiary of the Company (“MLC Merger Sub”) wherein (i) TURN Merger Sub. merged with and into TURN, with TURN surviving as a wholly owned subsidiary of the Company, and (ii) MLC Merger Sub merged with and into Legacy Mount Logan, with Legacy Mount Logan surviving as a wholly owned subsidiary of the Company (collectively, the “Business Combination”). In connection with the Business Combination, Legacy Mount Logan was domesticated into a Delaware limited liability company and renamed “Mount Logan Capital Intermediate LLC.” Following the completion of the Business Combination, the Company changed its name to “Mount Logan Capital Inc.” and became a Nasdaq-traded public company. The Business Combination was accounted for as a reverse acquisition, with Legacy Mount Logan identified as the accounting acquirer, but the legal acquiree. Accordingly, our consolidated financial statements present the historical results of Legacy Mount Logan prior to September 12, 2025, and those of the combined company subsequent to that date. Refer to Note 3. Business combinations for more information about the reverse acquisition and the financial reporting impacts.
Unless the context otherwise requires, all references to the “Company,” “Mount Logan,” or “we” refer to (i) the Company on or after the Closing Date, and (ii) Legacy Mount Logan prior to the Closing Date.
Note 2. Summary of significant accounting policies
Basis of presentation and Consolidation
The accompanying consolidated financial statements (“Consolidated Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The results of the Company and its subsidiaries are presented on a consolidated basis. All intercompany transactions and balances are eliminated on consolidation.
The Consolidated Financial Statements reflect all adjustments, both normal and recurring which, in the opinion of management, are necessary for the fair presentation of the Company’s consolidated financial statements for the periods presented.
The Company's Asset Management and Insurance Solutions segments possess distinct characteristics, and as a result are presented separately from each other. The Company believes that separate presentation provides a more informative view of the Company’s consolidated financial position and results of operations than an aggregated presentation and that reporting insurance solutions separately is appropriate given, among other factors, the relative significance of Ability's policy liabilities, which do not provide recourse to the remaining assets of Mount Logan.
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The summary of the significant accounting policies includes a section for common accounting policies and an accounting policy section for each of the two operating segments when a policy is specific to one operating segment and not the other. Unless otherwise specified, the significant accounting policy applies to both segments.
The number of shares issued and outstanding, earnings per share, additional paid-in capital, dividends paid per share and all references to share quantities of the Company have been retrospectively adjusted to reflect the Company’s existing capital structure post merger with TURN. Refer to Note 3. Business combinations for further detail.
Due to rounding, numbers presented throughout these Consolidated Financial Statements may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.
Significant accounting policies - overall
Consolidation
These Consolidated Financial Statements include the financial statements of the Company and its controlled subsidiaries and entities. The Company assesses all entities in which the Company has a variable interest for consolidation including management companies, insurance companies, investment companies, collateralized loan obligations (“CLOs”), and other entities. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses and/or receive expected residual returns. Fees earned by the Company that (i) include terms, conditions, or amounts that are customarily present in arrangements for similar services negotiated at arm’s length, (ii) are commensurate with the level of effort required to provide those services, and (iii) where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, would not be considered to be variable interests.
Pursuant to its consolidation policy, once the Company determines it has a variable interest in an entity, the Company considers whether the entity is a variable interest entity (“VIE”). Entities that do not qualify as VIEs are assessed for consolidation as voting interest entities (“VOEs”) under the voting interest model.
An entity is a VIE if one of the following conditions exist: (a) the equity at risk is not sufficient for the entity to finance its activities without additional subordinated financial support, (b) the holders of the equity at risk (as a group) lack the ability to make decisions about the activities that most significantly impact the entity’s economic performance, or (c) the voting rights of some investors are disproportionate to their obligation to absorb the expected losses of the legal entity, their rights to receive the expected residual returns of the legal entity, or both and substantially all of the legal entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights. Limited partnerships and other similar entities where limited partners, not affiliated with the general partner, have not been granted (i) substantive participation rights or (ii) substantive rights to either dissolve the partnership or remove the general partner are VIEs.
The Company consolidates VIEs in which it is the primary beneficiary. The Company is the primary beneficiary if it holds a controlling financial interest which is defined as possessing both (a) the power to direct the activities of a VIE that most significantly impact the VIE's economic performance and (b) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion on an ongoing basis if facts and circumstances change.
Entities determined not to be VIEs are VOEs and are evaluated under the voting interest model. The Company typically consolidates VOEs when it has a majority voting interest.
Each entity is assessed for consolidation individually considering the specific facts and circumstances surrounding that entity. The consolidation assessment, including the determination whether an entity is a VIE or VOE, depends on the facts and circumstances for each entity, and therefore the Company’s investment companies may qualify as VIEs or VOEs.
With respect to CLOs (which are generally VIEs), as collateral manager, the Company generally has the power to direct the activities of the CLO that most significantly impact the CLO’s economic performance. In some, but not all cases, the Company, through its ownership in the CLOs, may have variable interests that represent an obligation to absorb losses of, or a right to receive benefits from, the CLO that could potentially be significant to the CLO. In cases where the Company has both the power to direct the activities of the CLO that most significantly impact the CLO’s economic
F-9
performance and the obligation to absorb losses of the CLO or the right to receive benefits from the CLO that could potentially be significant to the CLO, the Company is deemed to be the primary beneficiary and consolidates the CLO.
Assets of the consolidated VIEs are primarily presented in separate sections within the Consolidated Statements of Financial Position. Changes in the fair value of the consolidated VIEs’ assets and liabilities and related interest, dividend and other income and expenses are primarily presented within Revenues of consolidated variable interest entities in the Consolidated Statements of Operations.
Use of estimates
The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and related disclosures. Significant estimates and assumptions include but are not limited to estimating fair values of certain financial instruments (including derivatives), impairment of investments and allowances for expected credit losses, goodwill and intangible assets, insurance liabilities and reinsurance recoverables, income taxes, performance obligations and incentive fees, and equity based compensation. Actual results could differ from those estimates, and such differences could be material.
Cash and cash equivalents
The Company considers all highly liquid short-term investments, including money market funds, with original maturities of three months or less when purchased to be cash equivalents. Interest income from Cash and cash equivalents is recorded within the Investment and other income (loss) – Asset Management and Net investment income for Insurance Solutions in the Consolidated Statements of Operations. The carrying values of the money market funds represent their fair values due to their short-term nature. Substantially all of the Company’s cash on deposit is in interest bearing accounts with financial institutions and exceed insured limits.
Restricted cash
Restricted cash represents balances that are restricted as to withdrawal or usage. Restricted cash posted as collateral consists of cash deposited at a bank that is pledged as collateral in connection with the interest rate swaps.
Foreign currency translation
The functional currency is the currency of the primary economic environment in which an entity operates. If a subsidiary has a functional currency different from the Company’s reporting currency, the subsidiary’s results are translated into the reporting currency as follows:
• Assets and liabilities are translated at the closing rate as of the date of that Consolidated Balance Sheet
• Income and expenses for each Consolidated Statement of Operations and Consolidated Statement of Comprehensive Income (Loss) are translated at average exchange rates for the period
• All resulting exchange differences are recognized as a separate component of Accumulated other comprehensive income (loss) (“AOCI”)
When a subsidiary is sold or substantially liquidated, the cumulative amount in AOCI related to the subsidiary is recognized in the Consolidated Statements of Operations.
Foreign currency transactions
Transactions in foreign currencies are converted into the functional currency using exchange rates that approximate those prevailing at the date of the transactions. The Company remeasures monetary assets and liabilities denominated in a currency that is different from functional currency. The effect of this remeasurement process results in gains and losses that are recognized in the Consolidated Statements of Operations. Foreign currency transactions, such as, purchases and sales of investments, income and expenses, contributions and dividends to shareholders, are converted at the exchange rate prevailing on the respective dates of such transactions.
Investments
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Investment transactions are recorded on trade date. Transaction costs incurred to acquire financial assets measured at fair value through earnings are recognized as an expense as incurred. Transaction costs incurred to acquire financial assets measured at cost are amortized over the contractual life of the instrument using the effective interest method. The periodic movement in fair value of financial assets measured at fair value through earnings is recorded as an unrealized gain or loss within Net gains (losses) from investment activities in the Consolidated Statements of Operations.
Realized gains or losses on investments are calculated, using the first-in, first-out (“FIFO”) method, as the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost basis of the investment. Realized gains or losses on investments include investments charged off during the period, net of recoveries.
Interest income
Interest income is recognized using the effective interest method and recorded within Interest income for Asset Management segment and Net investment income for the Insurance Solutions segment on the Consolidated Statements of Operations. Discounts from and premiums to par value are accreted or amortized into Interest income over the contractual life of the investment using the effective interest method.
Debt securities and loans will be put on nonaccrual status when delinquent in principal and/or interest payments for a period exceeding 90 days. Any previously recognized interest receivable will be reversed through interest income once the instrument is put on nonaccrual status and determined to be on the cost recovery method.
In determining the accounting for individual payments on a nonaccrual loan or security, the Company will evaluate the instrument to determine whether doubt exists about the ultimate collectability of the cost basis. If collectability of the cost basis in the instrument is in doubt, any payment received on a nonaccrual instrument should be applied to reduce the cost basis to the extent necessary to eliminate such doubt.
When the Company can demonstrate that doubt about the ultimate collectability of the cost basis no longer exists, subsequent interest payments received may be recorded as Interest income on a cash basis.
Dividend income
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the declaration date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Equity method investments
For equity investments in entities which the Company exercises significant influence, but does not meet the requirements for consolidation, and has not elected the FVO, the Company uses the equity method of accounting. The Company has significant influence when it can influence operating and financial policies of an investee, which can be indicated in several ways, including, but not limited to: (i) representation on the board of directors, (ii) participation in policy-making processes, and (iii) extent of ownership. Under the equity method of accounting, the Company records its share of the underlying income or loss of such entities adjusted for distributions. The Company recognizes its share of the underlying net income or loss of such entities, using best available information, in Equity investment earning for the Company in its Consolidated Statement of Operations. The initial carrying amount of an equity method investment equals the Company’s cost basis, including transaction costs. The carrying amount is subsequently adjusted for the Company’s share of the investees’ profit, dividends received, and the differences, if any, between the Company’s cost of the investment and the underlying equity in the net assets that arose upon acquisition. The Company evaluates its equity method investments for which it has not elected FVO for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. During the years ended December 31, 2025 and December 31, 2024, there were no impairment charges related to equity method investments.
The carrying amounts of all equity method investments are recorded in investments in the Consolidated Statements of Financial Position. If the Company loses significant influence over the investee, the Company will record its retained investment based on current carrying value as of that date. The subsequent accounting will depend on the accounting policy of the investment.
F-11
The Company evaluates each of its equity method investments to determine if any were significant, as defined by guidance from the Securities and Exchange Commission, to consider if the Company is required to present separate financial statements and additional information for its equity method investments. As of, and for the years ended December 31, 2025 and December 31, 2024, no equity method investment held by the Company met the significance criteria individually or in aggregate. As such, the Company is not required to present separate financial statements or supplemental information for any of its equity method investments.
Refer to Note 22. Related parties for more information on the Company’s equity method investments.
Allowance for credit losses
Credit losses for mortgage loans and other loans and receivables
The current expected credit losses (CECL) methodology is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable (R&S) forecasts that affect the collectability of the reported financial asset balances. If the asset’s life extends beyond the R&S forecast period, then historical experience is considered over the remaining life of the assets in the allowance. The resulting allowance is adjusted in each subsequent reporting period in the consolidated statement of income to reflect changes in history, current conditions and forecasts as well as changes in asset positions and portfolios. The allowance is a valuation account that is deducted from the amortized cost of the financial asset to present the net amount that management expects to collect on the financial asset over its expected life. All financial assets carried at amortized cost are in the scope of the CECL methodology, while assets measured at fair value are excluded.
The Company’s estimation of expected credit losses requires management to make assumptions regarding the likelihood and severity of credit loss events and their impact on expected cash flows, which drive the probability of default (PD), loss given default (LGD) and exposure at default in the Company’s credit loss methods, where the Company discounts the expected credit loss using discounting techniques.
The Company’s forecasts of the U.S. employment rate represent the key macroeconomic variable that most significantly affects its estimate of expected credit losses. The Company forecasts over the next four quarters and reverts to historical experience on a straight-line basis.
The Company estimates expected credit losses over the contractual term of the financial asset, which is adjusted for expected prepayments. Expected extensions are not considered unless the option to extend the loan are unilaterally held by the borrower. Credit enhancements are included in the assessment when embedded in the financial asset and not freestanding.
Expected credit losses are calculated on a pooled basis where financial assets share similar risk characteristics. The Company maintains a watch list and assigns a risk rating of 1 – 5 for each loan to gauge potential credit risk. The loans are then pooled by risk rating to determine the expected credit loss for the pool. The risk rating levels are the following:
Level 1 Borrower is performing above expectations and the trends and risk factors since origination or acquisition are generally favorable.
Level 2 Borrower is generally performing as expected and the risk factors are similar to the risk at the time of origination or acquisition.
Level 3 Borrower performing below expectations and the risk factors increased since origination or acquisition.
Level 4 Borrower performing materially below expectations and the risk factors increased materially since origination or acquisition. Borrower generally breaches debt covenants and loan payments(s) may be past due.
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Level 5 Borrower performing significantly below expectations and the risk factors increased significantly since origination or acquisition. Borrower breached most or all debt covenants, loan payments(s) are significantly past due. Principal not expected to be repaid in full.
The loss likelihood and severity models use both internal and external information and are sensitive to forecast of macroeconomic conditions. Regression of information predicated on peer performance is utilized and management has elected the upper bound of the case scenario where PD/LGD estimates will be above the model midpoint. This process more adequately quantifies uncertainties or subjectively assesses risk.
For defaulted loans where repayment is based on sale or operations of the collateral, the Company will evaluate the fair value of the collateral to determine the measurement of expected credit losses. The Company excludes interest receivable from the measurement of expected credit losses and the Company will reverse interest income in a timely manner when loans are placed on nonaccrual. When all or a portion of a loan is deemed uncollectible, the uncollectible portion of the carrying amount of the loan is charged off against the allowance. If the Company recovers all or a portion of an amount previously written off on a credit impaired loan, the recovery is recognized through the allowance account. Expected credit losses are reported in “Net gains (losses) from investment activities” for loans and “Net policy and claims” for reinsurance recoverables.
The Company will measure expected credit losses arising from off-balance sheet commitments, including loan commitments, that are not unconditionally cancellable by the Company. This allowance for credit losses for off-balance sheet commitments is determined using methods consistent with those used for the associated mortgage and other loan receivable class and is recognized in Accrued expenses and other liabilities in the Consolidated Statements of Financial Position, since there is no funded asset for the committed amount.
Credit losses for available-for-sale securities
Available-for-sale (“AFS”) securities with a fair value that has declined below amortized cost are evaluated for impairment. If the Company intends to sell a security or it is more likely than not that it would be required to sell a security before the recovery of its amortized cost, the security is written down to its fair value and any impairment is immediately recognized in “Net gains (losses) from investment activities”. If neither of these conditions exist, the decline in fair value is evaluated to determine whether a credit loss exists and an allowance for credit losses should be recognized.
For AFS securities, relevant facts and circumstances are qualitatively considered in evaluating whether a decline below fair value is credit-related. Relevant facts and circumstances include but are not limited to: (1) the extent to which the fair value is less than amortized cost; (2) changes in credit ratings, (3) adverse conditions related to the security’s industry or geographical area, (4) failure to make scheduled payments, and (5) other known changes in the financial condition of the issuer or quality of any underlying collateral or credit enhancements.
Management uses its best judgment in evaluating the cause of the decline in the estimated fair value of the security. Inherent in management’s evaluation of the security are assumptions and estimates about the operations of the issuer and its future earnings potential. The review of expected future cash flows can include assumptions about economic risks (e.g., unemployment, real estate prices), loan specific information (delinquency rates and loan-to-value ratios), facts and circumstances relevant to the security and the issuer, and secondary sources of repayment (e.g., credit enhancements).
Credit impairments are measured as the difference between the security’s amortized cost and the present value of expected cash flows discounted at the current effective interest rate. The credit impairment is subject to a floor equal to the fair value of the security and is recognized immediately in “Net gains (losses) from investment activities”. Any non-credit impairment will continue to be recorded in accumulated other comprehensive income. The Company continues to monitor impaired AFS securities for changes in the measurement of credit losses which will be reflected through adjustments to the allowance. Amounts are charged off against the allowance for credit losses when deemed uncollectible and any recoveries are recognized as a realized gain.
Financial instruments held by consolidated VIEs
The consolidated VIEs are primarily CLOs. Their investments include loans, debt securities, and equity securities held at fair value. Net income attributable to the Company reflects the Company’s own economic interests in the consolidated CLOs, including (i) changes in the fair value of the beneficial interests retained by the Company and (ii) beneficial interests that represent compensation for collateral management services. Using the measurement alternative for
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consolidated collateralized financing entities, the Company measures both the financial assets and financial liabilities of the consolidated CLOs using the fair value of the financial assets or financial liabilities, whichever are more observable. When the financial assets are more observable, the financial assets are measured at fair value. In consolidation, the financial liabilities are measured as the sum of (i) the fair value of financial assets and (ii) the carrying value of any nonfinancial assets held temporarily, less the sum of (i) the fair value of any beneficial interests owned by the Company and (ii) the carrying value of any beneficial interests that represent compensation for services. When financial liabilities are more observable, the financial liabilities are measured at fair value. In consolidation, the financial assets are measured as the sum of (i) the fair value of financial liabilities, (ii) the fair value of any beneficial interests retained by the Company, and (iii) the carrying value of any beneficial interests that represent compensation for services, less the carrying value of any nonfinancial assets held temporarily.
Fair value of financial instruments
Fair value measurement
Fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Where available, fair value is based on observable market prices or parameters, or derived from such prices or parameters. Where observable prices or inputs are not available, valuation techniques are applied. These valuation techniques involve varying levels of management estimation and judgment, the degree of which is dependent on a variety of factors. The actual realized gains or losses will depend on, among other factors, future operating results, the value of the assets and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may ultimately differ significantly from the assumptions on which the valuations were based.
U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and less judgment used in measuring fair value.
The Company undertakes a multi-step valuation process, which includes, among other procedures, the following:
• The Company’s quarterly valuation process begins with each investment being initially valued by the investment professionals responsible for the respective portfolio investment. The Company may utilize an independent valuation firm from time to time to provide valuation on material illiquid securities.
• The Company will review the recommended valuations and determine the fair value of each investment. Valuations that are not based on readily available market quotations will be valued in good faith based on, among other things, the input of management and, where applicable, other third-parties.
The Company classifies fair value measurements within a hierarchy which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are:
Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date. The type of investments included in Level I include listed equities and listed securities. The Company does not adjust the quoted price for these investments, even in situations where the Company may hold a large position and a sale could reasonably affect the quoted price.
Level 2 Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date. Such inputs may be quoted prices for similar assets or liabilities, quoted markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full character of the financial instrument, or inputs that are derived principally from, or corroborated by, observable market information. Investments which are generally included in this category include illiquid debt securities and less liquid, privately held or restricted equity securities, for which some level of recent trading activity has been observed.
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Level 3 Pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment. The inputs may be based on our own assumptions about how market participants would price the asset or liability or may use Level 2 inputs, as adjusted, to reflect specific investment attributes relative to a broader market assumption. These inputs into the determination of fair value may require significant management judgment or estimation. Even if observable market data for comparable performance or valuation measures (earnings multiples, discount rates, other financial/valuation ratios, etc.) are available, such investments are grouped as Level 3 if any significant data point that is not also market observable (private company earnings, cash flows, etc.) is used in the valuation methodology.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument when the fair value is based on unobservable inputs. The Company evaluates these inputs and recognizes transfers between levels, if any, at the end of each reporting period.
A significant decrease in the volume and level of activity for the asset or liability is an indication that transactions or quoted prices may not be representative of fair value because in such market conditions there may be increased instances of transactions that are not orderly. In those circumstances, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transactions or quoted prices may be necessary to estimate fair value.
When a security is valued based on broker quotes, the Company subjects those quotes to various criteria in making the determination as to whether a particular financial instrument would qualify for classification as Level 2 or Level 3. These criteria include, but are not limited to, the number and quality of the broker quotes, the standard deviations of the observed broker quotes, and the percentage deviation from external pricing services.
Debt securities: These financial instruments are generally valued using inputs obtained from dealers or market makers, and where these values are not available, generally valued based on a range of valuations determined by management or an independent valuation firm. Valuation models are based on discounted cash flow or enterprise value analyses, for which the key inputs are determined based on market comparables, which incorporate similar instruments from similar issuers.
Real estate and mortgage loans: The Company's investments in real estate and mortgage loans are illiquid, structured investments that are specific to the property and its operating performance. As there are no observable inputs, these investments are classified as Level 3 on the fair value hierarchy.
Fair value option
The Company elects the fair value option (“FVO”) to carry certain financial assets and financial liabilities at fair value, with changes in fair value recognized in the Consolidated Statements of Operations. The FVO election is irrevocable and is applied to financial instruments on an individual basis at initial recognition or at eligible remeasurement events. Transaction costs incurred to acquire financial assets which are accounted for under the FVO are expensed as incurred. The Company elected to present the accretion of purchase discounts and the amortization of purchase premiums separately from the changes in fair value. Interest income on interest-bearing financial instruments is based on the stated interest rates adjusted for the accretion of purchase discounts and the amortization of purchase premiums.
The Company elects FVO for certain debt securities collateralizing insurance contract liabilities to substantially reduce any accounting mismatch arising from changes in fair value of these assets and changes in the value of their related insurance contract liabilities. The Company also elects FVO on certain financial liabilities which contain embedded derivatives. By electing the FVO, the Company accounts for the entire financial liability at fair value with changes in fair value recognized in earnings, and therefore does not need to account for the derivative separately from the host contract. Additionally, the Company elects the FVO on certain loan assets and equity securities which the Company manages on a fair value basis.
Business combinations
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The Company accounts for business combinations using the acquisition method of accounting where the consideration transferred for the acquisition is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. Contingent consideration obligations that are elements of the consideration transferred are recognized as of the acquisition date as part of the fair value transferred in exchange for the acquired business. Acquisition-related costs incurred in connection with a business combination are expensed as incurred.
Goodwill
Goodwill represents the excess of cost over the fair value of identifiable net assets of an acquired business. Goodwill is recorded as a separate line item in the Consolidated Statements of Financial Position for Insurance Solutions and included in Other assets for Asset Management. Refer to Note 11 Goodwill and intangible assets for disclosure regarding the goodwill recorded.
Goodwill is tested annually for impairment or more frequently if circumstances indicate impairment may have occurred. The impairment test is performed at the reporting unit level, which is generally at the level of the Company’s operating segments, or a level below. The Asset Management segment comprises a single reporting unit (Asset Management), while the Insurance Solutions segment includes two reporting units: long-term care insurance (“LTC”) and multi-year guaranteed annuity products (“MYGA”). The initial assessment for impairment under the qualitative approach (commonly known as “step zero”) is to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. If the qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit is less than the carrying amount, a quantitative assessment is performed to measure the amount of impairment loss, if any. The quantitative assessment includes comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized equal to the lesser of (a) the difference between the carrying amount of the reporting unit and its fair value and (b) the total carrying amount of the reporting unit’s goodwill.
Intangible assets
The Company’s intangible assets include investment management contracts included in the Asset Management segment and state insurance licenses in the Insurance Solutions segment. Investment management contracts include payments made to purchase existing investment management contracts from third-party investment managers. The Company recognizes indefinite and definite lived investment management contracts. State insurance licenses are deemed intangible assets with an indefinite useful life. The indefinite useful life assessment for the state insurance licenses is based off the circumstances that these licenses are incapable of being separated from the entity and sold, arise from a contractual and legal right to write insurance policies in respective licensed states, and the expected future economic benefits attributable to the asset will flow to the entity.
Intangible assets with definite useful lives are measured at cost less accumulated amortization and accumulated impairment losses. Amortization is recorded using either the straight-line method or another systematic basis that reflects the pattern in which future economic benefits are expected to be consumed over the remaining useful life of the intangible asset. The useful life is based on the estimated periods that the Company expects to collect management fees, which range from 4 to 6 years. Amortization expense is recognized in the Consolidated Statements of Operations in Amortization and impairment of intangible assets. The indefinite useful life assessment for certain investment management contracts is based on the ability to renew these contracts indefinitely. In addition, there are no legal, regulatory or contractual provisions that limit the useful lives of these intangible assets. Intangible assets with definite useful lives are periodically tested for recoverability when indicators are present that indicate carrying amount of the asset or the asset group is not recoverable. A two-step recoverability test is performed where in first step asset is considered impaired when the carrying amount of asset or the asset group is less than future undiscounted cash flows attributed to asset or the asset group. In second step, an impairment charge is determined as the difference between fair value of the asset less the carrying value of the asset.
Intangible assets with indefinite useful lives are not amortized but are subject to an annual impairment test which is performed more frequently if an indication that it is not recoverable arises. Intangible assets are reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. Intangible assets are first qualitatively assessed for indicators of impairment by looking at relevant events and circumstances that can affect the significant inputs used to determine the fair value of the indefinite-lived intangible assets. When results of qualitative test indicate that it is more likely than not that an intangible asset is impaired, a quantitative test is performed comparing intangible asset’s fair value to its carrying value. Intangible assets that are determined to be impaired are written down to
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their recoverable amount. The recoverable amount is the higher of the value in use and the fair value less costs to sell. If the carrying value exceeds the recoverable amount, these assets are considered impaired.
Additional information regarding intangible assets is included in Note 11. Goodwill and intangible assets.
Compensation and benefits
Compensation consists of base salary, benefits, discretionary and non-discretionary bonuses, severance, and stock-based awards. Compensation costs are recorded in compensation and benefits in the Consolidated Statements of Operations.
Certain employees and non-employees who provide services to the Company are granted equity-based awards as compensation that are measured based on the grant date fair value of the award. Equity-based employee awards that require future service are expensed over the relevant period of service. Under the Company’s performance and restricted share unit (“RSU”) plan (the “RSU Plan”), participants may be granted RSUs, each of which represents a conditional right to receive a common share in the future. The RSUs granted under this plan generally vest over a three -year period with 33 % vesting on the first, second and third anniversary. Upon vesting, the RSUs will convert into an equivalent number of shares of common stock. The amount of expense relating to the RSUs is based on the closing market price of the Company’s common stock converted at the applicable exchange rate on the date of grant and is amortized on a straight-line basis over the applicable requisite service period.
Earnings per share
Basic earnings per share is calculated by dividing net income or loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated in the same manner, except that the number of shares is increased to assume the issuance of potentially dilutive shares using the treasury stock method, unless the effect of such increase would be anti-dilutive. Diluted earnings or loss per share attributable to common stockholders is calculated to give effect to all potentially dilutive common shares that were outstanding during the reporting period. Any potentially dilutive shares are excluded from the calculation for periods when there is a net loss attributable to common stockholders to avoid anti-dilutive effects.
Income taxes
The Company’s Consolidated Financial Statements present current and deferred income tax balances for both domestic and foreign operations, including U.S. federal, state and local income taxes. Any interest and penalties when incurred would be reflected within Income tax (expense) benefit as applicable, in the accompanying Consolidated Statements of Financial Position.
Deferred Income Taxes
Income taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized in the Consolidated Statements of Operations in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. When evaluating the realizability of the deferred tax assets, all evidence, both positive and negative, is considered. Items considered when evaluating the need for a valuation allowance include the ability to carry back losses, future reversals of existing temporary differences, tax planning strategies, and expectations of future earnings.
For a particular tax-paying component of an entity and within a particular tax jurisdiction, deferred tax assets and liabilities are offset and presented as a single amount within Other assets or Accrued expenses and other liabilities, as applicable, in the accompanying Consolidated Statements of Financial Position.
Uncertain Tax Positions
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The Company analyzes its tax filing positions in all jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a reserve is established. The reserve for uncertain tax positions is recorded in Accrued and Other Liabilities in the accompanying Consolidated Statements of Financial Position. The Company recognizes accrued interest and penalties related to uncertain tax positions within the provision for income taxes in the Consolidated Statements of Operations.
The Company assesses uncertain tax positions on the basis of a two-step process: (a) determination is made whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (b) those tax positions that meet the more-likely-than-not threshold are recognized as the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Any required liability reduces the tax benefit from the position to the amount determined under step (b), above.
Debt issuance costs
Debt issuance costs consist of costs incurred in obtaining financing and are amortized over the term of the financing using the effective interest method. These costs are generally recorded as a direct deduction from the carrying amount of the related debt liability in the Consolidated Statements of Financial Position. Costs incurred as a result of debt modification are either capitalized or expensed depending on if debt is considered extinguished or modified.
Warrants
The Company accounts for warrants as either equity or liabilities based on an assessment of the warrants’ terms. The assessment considers whether the warrants are freestanding financial instruments, if the warrants are required to be classified as a liability or meet the definition of a derivative asset or a liability under derivative guidance. When the warrants meet the definition of a derivative, the Company evaluates whether warrants meet the scope exception that allow warrants to be classified as equity. The common scope exception applied to derivate warrants is that warrants are considered indexed to the Company’s equity which allows warrants to be classified as equity. Warrant classification assessment requires the use of judgment, is conducted at the time of issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For warrants that either meet the liability classification or are a derivative asset or liability without an available scope exception to classify as equity, warrants are initially and subsequently measured at fair value with changes in fair value presented in the current period earnings. Warrants that meet all of the criteria to be recorded as equity, are required to be recorded as a component of Additional paid-in capital in the Consolidated Statements of Financial Position at the time of issuance.
Recently adopted accounting pronouncements
In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-01, Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards , which clarifies how an entity determines whether a profits interest or similar award (hereafter a “profits interest award”) is (1) within the scope of FASB ASC 718, Share-Based Payments, or (2) not a share-based payment arrangement and therefore within the scope of other guidance. This ASU is effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. The Company adopted this accounting standard effective January 1, 2025 and its adoption on a prospective basis did not have an impact on the Consolidated Financial Statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires public business entities to annually disclose specific categories within the income tax rate reconciliation, and provide additional information for reconciling items that meet a certain quantitative threshold. Additionally, the amendments in this ASU require entities to disclose certain information about income taxes paid, income tax disaggregation, disclosures around unrecognized tax benefits, and the removal of disclosures related to temporary differences surrounding deferred tax liabilities to enhance the transparency and decision usefulness of income tax disclosures. This ASU is effective for annual periods beginning after December 15, 2024 and early adoption is permitted. The Company retrospectively adopted this ASU for the year ended December 31, 2025. See Note 18. Income taxes for details.
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Recently issued accounting pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures . This ASU requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The ASU requires presentation in a tabular format of each pertinent expense category on the face of the income statement, such as employee compensation, depreciation, amortization of intangible assets, and other applicable expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures: Clarifying the Effective Date. ASU 2024-03 will be effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 with early adoption permitted, as clarified in ASU 2025-01. The Company is currently evaluating the impact of adopting ASU 2024-03 on its Consolidated Financial Statements.
In May 2025, the FASB issued ASU 2025–03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025–03”). This ASU requires an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a variable interest entity (“VIE”) that meets the definition of a business to consider factors to determine which entity is the accounting acquirer. When considering those factors, the reporting entity may determine that a transaction in which the legal acquiree is a VIE represents a reverse acquisition. The update will be effective for annual periods (and interim periods in annual reporting periods) beginning after December 15, 2026. The Company is currently evaluating the impact of adopting this ASU on its Consolidated Financial Statements.
Significant accounting policies – Asset Management
The material accounting policies applicable to the Asset Management business are described below.
Revenues
The Company provides investment management and related services to investment funds, CLOs, and other vehicles. The Company’s contracts generally impose single performance obligations, each consisting of a series of similar related services to the customers. The performance obligations are generally satisfied over time as the customers simultaneously receive and consume the benefits of the services rendered and are measured using an output method. The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to be entitled in exchange for those goods or services (i.e., the transaction price). When determining the transaction price, the Company recognizes variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Additionally, when another party is involved in the Company’s provision of services, the Company determines whether it is the principal which results in the Company presenting revenue gross with a corresponding expense, or is an agent which results in net revenue presentation. The Company evaluates each arrangement separately, considering the transfer of control of the services, as well as, each party’s rights and obligations, including price discretion, inventory risk, and primary responsibility to the end customer.
Customers are billed regularly, typically quarterly and shortly after the control of services have been transferred to the customer. Amounts billed are recorded as receivables and require payment on a short-term basis and, therefore, the contracts do not contain a significant financing component. Additionally, the Company’s customers do not have a right to return the provided services. Fees earned from the Company’s consolidated entities are eliminated in consolidation.
The Company’s revenues include (i) Management fees, (ii) Incentive fees, (iii) Advisory and transaction fees, (iv) Servicing fees, and (v) Performance allocations.
Management fees
The Company provides investment management services to investment funds, CLOs, and other vehicles in exchange for a management fee. Management fees are determined quarterly using an annual rate which are generally based upon (i) a percentage of the capital committed during the commitment period, and thereafter based on the remaining invested capital of unrealized investments, or (ii) net asset value, gross assets, or as otherwise provided in the respective
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agreements. Management fees are recognized over time, during the period in which the related services are performed. Uncollected amounts are classified as Other assets in the Consolidated Statements of Financial Position.
Incentive fees
The Company provides investment management services to investment funds, CLOs, managed accounts and other vehicles in exchange for a management fee, as discussed above and, in some cases an incentive fee, a type of performance revenue. The incentive fee consists of two parts: (i) an income incentive fee which is based on pre-incentive fee net investment income in excess of a hurdle rate and (ii) a capital gains incentive fee which is based on cumulative realized capital gains and losses and unrealized capital depreciation. Incentive fees are considered a form of variable consideration as they are based on the fund achieving certain investment return hurdles. Accordingly, the recognition of such fee is deferred until it is probable that a significant reversal in the amount of cumulative revenue will not occur, which is generally upon liquidation of the investment fund. Uncollected amounts are classified as Other assets in the Consolidated Statements of Financial Position.
Advisory and transaction fees
Advisory and transaction fees generally include origination fees related to assets originated into the Ability investment portfolio by ML Management, and transaction structuring fees for third parties.
The Company evaluates its contractual obligations in accordance with the terms of the related legal agreements when determining whether there is an identifiably distinct performance obligation. Depending on the identifiably distinct service, advisory and transaction fees may be recognized at a point in time or over time. Advisory and transaction fees associated with originating an investment or deal completion are generally recognized at the point in time of completion.
The Company evaluates whether it is acting as a principal or an agent for each specified service. The Company is a principal when it controls the service before it is transferred to the customer and therefore recognizes revenue on a gross basis. The Company is an agent when its promise is to arrange for another party to provide the specified good or service and it does not obtain control before transfer, in which case revenue is recognized on a net basis in the amount of any fee or commission. The Company considers indicators of control such as primary responsibility for fulfillment, risk before transfer, and discretion in establishing pricing.
Servicing fees
The Company provides administrative and reporting services to Sierra Crest Investment Management LLC (“SCIM”) in respect of the management of an investment fund (“ACIF”) in exchange for a servicing fee. The servicing fee is variable consideration as it is calculated quarterly based on the fees received by SCIM under its advisory agreement with ACIF, less a specified fee retained by SCIM, debt servicing expense, compensation and other certain expenses SCIM incurs in connection with investment advisory services it provides to ACIF. As the Company determined it acts as the agent in this relationship, the Company recognizes in income the amount it is entitled to receive or obligated to pay. Servicing fees have typically been a net expense for the Company as reimbursements to SCIM for certain costs and the specified investment advisory fee retained by SCIM exceed the net economic benefit derived under the ACIF advisory agreement and as such, are included within Administration and servicing fees in the Consolidated Statements of Operations. In the Consolidated Statements of Financial Position, uncollected amounts are classified as Due from related parties when money is owed to the Company and money owed by the Company is presented as Due to related parties.
Performance allocations
The Company provides investment management services to investment funds in exchange for a management fee as discussed above and, in some cases a performance allocation. Performance allocations are an allocation of capital that the Company receives in exchange for managing an investment company and are based on pre-incentive fee net investment income in excess of a hurdle rate. Performance allocations are variable consideration as these fees receive an allocation of capital after the investors receive a defined internal rate of return. As variable consideration, recognition of such fee is deferred until it is probable that a significant reversal in the amount of cumulative revenue will not occur, which is generally upon liquidation of the investment fund. The Company has yet to recognize any performance allocations.
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Investments
Investments consist of loans and equity securities.
Loans
Loans consist of corporate loans that are classified as held for investment (“HFI”) since the Company has the ability and intent to hold the loan in the foreseeable future. These assets are recorded at amortized cost basis on the financial statements. The amortized cost basis is the amount the investment is originated or acquired, adjusted for applicable accrued interest, accretion, or amortization of premium, discount, and net deferred fees or costs, and an allowance for credit losses.
Equity securities
Equity securities consist primarily of investments in common stock of companies and mutual funds. These investments are recognized at fair value with changes in fair value recognized in earnings.
Purchase receivables
The Company acquires factored medical receivables for which the FVO is elected. These purchase receivables are presented in Other assets on the consolidated statements of financial position, with fair value movements recognized in Other income (loss), net on the consolidated statements of operations. See Note 17. Other assets and Accrued expenses and other liabilities for further detail.
Significant accounting policies – Insurance Solutions
The material accounting policies applicable to the Insurance Solutions business are described below.
Investments
Investments consist primarily of the following: U.S. government and agency obligations; U.S. state, territories and municipalities obligations, government and agency obligations, corporate, CLOs, corporate loans, asset and mortgage-backed securities, mortgage loans, equity securities, and other invested assets.
Debt securities
The Company accounts for its debt securities at fair value as either AFS or under the fair value option. Classification is dependent on a variety of factors, including expected holding period. The Company makes the accounting policy election at the time of purchase or at eligible remeasurement events.
Unrealized gains and losses for AFS debt securities, calculated as the difference between fair value and amortized cost basis, exclusive of allowances for credit losses, are generally reflected in AOCI. The deferred income tax consequences of unrealized holding gains and losses on AFS securities are also reported in OCI, resulting in a net presentation within OCI. Any component of the overall change in fair value that may be associated with foreign exchange gains and losses on an AFS securities is treated in a manner consistent with the remaining overall change in the instrument’s fair value.
Gains and losses from debt securities under fair value option and sales of an AFS securities that result in gains and losses are recognized in Net gains (losses) from investment activities in the Consolidated Statements of Operations. The gain or loss for AFS debt securities are recognized on a FIFO basis and calculated as the difference between the sale proceeds and the security’s amortized cost basis (reduced by any allowance for credit losses).
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Equity securities
Equity securities consist primarily of investments in common stock of companies and mutual funds. These investments are recognized at fair value with changes in fair value recognized in earnings. Certain investments are valued using the net asset value (“NAV”) per share equivalent calculated by the investment manager as a practical expedient to determine an independent fair value.
Mortgage loans
Mortgage loans are classified as HFI and are reported in the Consolidated Statements of Financial Position at their amortized cost basis. The amortized cost basis is the amount the investment is originated or acquired, adjusted for applicable accrued interest, accretion, or amortization of premium, discount, and net deferred fees or costs, and an allowance for credit losses.
Fair value option
The Company may elect the FVO to carry at fair value for certain financial assets and financial liabilities, including certain debt securities.
Other invested assets
Other invested assets include CLOs, asset-backed securities, and corporate loans. CLOs and asset-backed securities are recognized at fair value using the FVO. Corporate loans are recognized as either HFI or FVO.
Derivative instruments
Freestanding derivatives are instruments that the Company has entered into as part of their overall risk management strategies. Such contracts include interest rate swaps to convert floating-rate interest receipts to fixed-rate interest receipts to reduce exposure to interest rate changes. All derivatives are recognized in Derivatives liability or Derivative assets or both and are presented on a gross basis in the Consolidated Statements of Financial Position and measured at fair value. Changes in fair value are recorded in Accumulated Other Comprehensive Income as the swaps are in hedging relationships, with changes in fair value reclassified into Interest income in the same period as the hedged transactions affect earnings. Any interest accruals will flow through earnings as adjustments to Interest income. The Company’s derivative financial instruments contain credit risk to the extent that its counterparties may be unable to meet the terms of the agreements. The Company attempts to reduce this risk by limiting its counterparties to major financial institutions with strong credit ratings.
To qualify for hedge accounting, at the inception of the hedging relationship, the Company formally documents its risk management objective and strategy for undertaking the hedging transaction. This documentation identifies how the hedging instrument is expected to mitigate the designated risk related to the hedged item and the method that will be used to retrospectively and prospectively assess the hedge effectiveness. A derivative designated as a hedging instrument must be assessed as being highly effective in offsetting the designated risk of the hedged item. Hedge effectiveness is formally assessed at inception and periodically throughout the life of the hedge accounting relationship.
The Company issues and reinsures products or purchases investments that contain embedded derivatives. If it determines an embedded derivative has economic characteristics not clearly and closely related to the economic characteristics of the host contract, and a separate instrument with the same terms would qualify as a derivative instrument, the embedded derivative is bifurcated from the host contract and accounted for separately, unless the FVO is elected on the host contract. Under the FVO, bifurcation of the embedded derivative is not necessary as the entire contract is carried at fair value with all related gains and losses recognized in Net gains (losses) from investment activities in the Consolidated Statements of Operations. Embedded derivatives are carried at fair value in the Consolidated Statements of Financial Position in the same line item as the host contract.
Additionally, reinsurance agreements written on a funds withheld or modco basis contain embedded derivatives. The Company has determined that the obligation to pay the total return on the assets supporting the funds withheld liability represents a total return swap with a floating rate leg. The fair value of embedded derivatives on funds withheld and modco agreements is computed as the unrealized gain (loss) on the underlying assets and is included within the funds withheld under reinsurance contracts in the Consolidated Statements of Financial Position.
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The change in the fair value of the embedded derivatives is recorded in Net investment income (loss) on funds withheld in the Consolidated Statements of Operations.
Insurance
The Company’s insurance operations include providing insurance and reinsurance related to LTC, and reinsurance for MYGA products. Insurance contracts are contracts with significant mortality and/or morbidity risks, while investment contracts are contracts without such risks. The MYGA contracts were deemed to be investment contracts as reported as Interest sensitive contract liabilities in the Consolidated Statements of Financial Position. Insurance revenue is comprised primarily of premiums and investment income. For traditional long-duration insurance contracts, the Company reports premiums as revenue when due. Premiums received on MYGA products (a product without significant mortality risk) are not reported as revenue but rather as deposit liabilities. The Company recognizes revenue for charges on these contracts, mostly relating to surrender charges. Interest credited to policyholder accounts is charged to expense.
Future policy benefit reserves represent the present value of future benefits to be paid to or on behalf of policyholders and related expenses less the present value of future net premiums. The liability is measured for each group of contracts (i.e., cohorts) using current cash flow assumptions. Contracts are grouped into cohorts by line of business, product type and cash flow streams, based on the date the policy was acquired (which for the entire LTC portfolio is the date of the acquisition of Ability Insurance). Future policy benefit reserves are adjusted each period because of updating lifetime net premium ratios for differences between actual and expected experience with the retroactive effect of those variances recognized in current period earnings. The Company reviews at least annually in the third quarter, future policy benefit reserves cash flow assumptions, and if the review concludes that the assumptions need to be updated, future policy benefit reserves are adjusted retroactively based on the revised net premium ratio using actual historical experience, updated cash flow assumptions, and the locked-in discount rate with the effect of those changes recognized in current period earnings.
As the Company’s LTC business is in run-off, the locked-in discount rate is used for the computation of interest accretion on future policy benefit reserves recognized in earnings. However, cash flows used to estimate future policy benefit reserves are also discounted using an upper-medium grade (i.e., low credit risk) fixed-income instrument yield reflecting the duration characteristics of the liabilities and is updated each reporting period with changes recorded in AOCI. As a result, changes in the current discount rate at each reporting period are recognized as an adjustment to AOCI and not earnings each period, whereas, changes relating to cash flow assumptions are recognized in the Insurance Solutions section of the Consolidated Statements of Operations.
Liabilities for the MYGA investment contracts equal the account value, that is, the amount that accrues to the benefit of the contract or policyholder including credited interest through the financial statement date. See Note 15. Interest sensitive contract liabilities for further information.
Reinsurance
A reinsurance contract is a type of insurance contract that is issued by an entity (the reinsurer) to compensate another entity (the cedant) for claims arising from insurance contract(s) issued by the cedant.
Consistent with the overall business strategy, the Company assumes certain policy risks written by other insurance companies and cedes insurance risks to reinsurers. Reinsurance accounting is applied for reinsurance transactions when risk transfer provisions have been met. The Company reviews all contractual features, particularly those that may limit the amount of insurance risk to which the reinsurer is subject or features that delay the timely reimbursement of claims. The Company does not have any assumed or ceded reinsurance contracts for the LTC line of business that do not meet risk transfer requirements. As noted above, the assumed MYGA line of business does not meet the risk requirements as noted above and is therefore considered an investment contract under U.S. GAAP.
The Company uses ceded reinsurance contracts in the normal course of business to manage its risk exposure. For each of its reinsurance agreements, cessions under reinsurance agreements do not discharge the Company’s obligations as the primary insurer. Reinsurance assets represent the benefit derived from reinsurance agreements in-force at the reporting date, considering the financial condition of the reinsurer. Amounts recoverable from reinsurers are estimated in accordance with the terms of the relevant reinsurance contract and historical reinsurance recovery information. Amounts recoverable from reinsurers are based on what the Company believes are reasonable estimates and the balance is reported as an asset in
F-23
the Insurance section of the Consolidated Statements of Financial Position. However, the ultimate amount of the Reinsurance recoverable is not known until all claims are settled.
Ceded reinsurance – Funds withheld with Front Street Re
The Company has a coinsurance with funds withheld arrangement with Front Street Re covering a significant portion of the LTC business (the “Medico” block of policies). Under the funds withheld arrangement, assets are retained by the Company; however, all investment activity pertaining to those assets are passed through to Front Street Re. Investment activity includes any interest income, unrealized gains, and losses, and realized gains and losses from sales on these assets. The liability for this Funds Held agreement is in the liability section of the Insurance section of the Consolidated Statements of Financial Position, and the income statement items related to this contract are in the line item Net investment income (loss) on funds withheld in the Insurance Solutions section of the Consolidated Statements of Operations.
Ceded reinsurance – Modified coinsurance with Vista Life and Casualty Reinsurance Company
The Company also has a modified coinsurance (“Modco”) agreement with Vista Life and Casualty Reinsurance Company (“Vista”). Pursuant to such agreement, the Company retains assets in a designated custody account to support the quota share of the ceded Modco reserves. Similar to a funds withheld arrangement, all investment activity pertaining to those assets are passed through to Vista. Investment activity includes any interest income, unrealized gains, and losses, and realized gains and losses from sales on these assets. The liability for this fund held agreement is netted against the reinsurance recoverable of the Insurance section of the Consolidated Statements of Financial Position, and the income statement items related to this contract are in the line item Net investment income (loss) on funds withheld in the Insurance Solutions section of the Consolidated Statements of Operations.
Ceded reinsurance – Embedded derivatives
As the return on receivables or payable balances under the arrangements with Front Street Re and Vista are not clearly and closely related to the host insurance contract, these contracts are deemed to contain embedded derivatives, which are measured at fair value based on the fair value of the assets held by the Company in designated portfolios to support the underlying liability. The fair value of the embedded derivatives for the funds withheld and Modco agreements are included in the Funds held under reinsurance contracts (Front Street Re) and reinsurance contract assets line items (Vista) in the Consolidated Statements of Financial Position, respectively.
Deferred acquisition costs (“DAC”)
The Company incurs significant costs in connection with its renewals for its MYGA business. Costs that are related directly to the successful acquisition or renewal of MYGA contracts are capitalized as DAC. Such costs for the Company are comprised mostly of incremental direct costs of contract acquisitions and renewals, which for the Company are primarily commissions. DAC related to products with significant revenue streams from sources other than investment of the policyholder funds or with significant surrender charges are amortized to expense on a straight-line basis, at the individual level over the expected term of the related contract. The amortization of deferred acquisition costs is recorded within Amortization of deferred acquisition costs in the Consolidated Statements of Operations.
All other acquisition-related costs, as well as all indirect costs, are expensed as incurred.
Note 3. Business combinations
Acquisition of 180 Degree Capital
On the Closing Date, the Company consummated the Business Combination pursuant to the Merger Agreement, by and among the Company, Legacy Mount Logan, TURN, TURN Merger Sub, and MLC Merger Sub. In accordance with the Merger Agreement, the Company was formed as a holding company to effectuate the mergers. TURN Merger Sub merged with and into TURN (the “TURN Merger”), with TURN continuing as the surviving company and a wholly-owned subsidiary of the Company, and MLC Merger Sub merged with and into Legacy Mount Logan, (the “MLC Merger” and, together with the TURN Merger, the “Mergers”), with Legacy Mount Logan continuing as the surviving company and a wholly-owned subsidiary of the Company. As a result of the Business Combination, the Company changed its name from “Yukon New Parent Inc.” to “Mount Logan Capital Inc.” and its common stock commenced trading on Nasdaq Capital Market under the symbol “MLCI” on September 15, 2025.
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Prior to the closing of the Business Combination, to facilitate the Mergers, Legacy Mount Logan, completed a domestication process where it redomiciled from Canada to the United States. The domestication did not result in any interruption of business or change in ownership for Legacy Mount Logan’s shareholders.
Following the closing of the Business Combination, former Legacy Mount Logan shareholders and former TURN shareholders owned approximately 56 % and 44 %, respectively, of the combined company. All outstanding Legacy Mount Logan and TURN shares were converted into the right to receive shares of the Company common stock at fixed exchange ratios, resulting in approximately 13 million shares of the Company’s common stock outstanding, of which approximately 7.3 million shares and 5.7 million shares were issued to former Legacy Mount Logan shareholders and former TURN shareholders, respectively. TURN’s common shares were delisted from Nasdaq Global Market and TURN deregistered under the Investment Company Act. Legacy Mount Logan’s common shares were delisted from Cboe Canada.
The Company amended its certificate of incorporation and bylaws to align with governance and regulatory standards applicable to a United States publicly traded corporation, reflecting its transition from a Canadian public entity. In addition, the Company adopted the Mount Logan Capital Inc. 2025 Omnibus Incentive Plan (as described in Note 20. Equity based compensation). Furthermore, all Legacy Mount Logan warrants outstanding as of the Closing Date were assumed by the Company and became exercisable for Company common stock.
The transaction was accounted for as a reverse acquisition with Legacy Mount Logan, a legal acquiree, as the accounting acquirer. This determination was based on the relative voting rights, board composition, and management of the combined company, as well as other relevant factors. Retained earnings, historical operations and accumulated other comprehensive income (loss) reflect those of Legacy Mount Logan for the period prior to the closing of the Business Combination. The Company’s historical common shares outstanding, shareholders’ equity and earnings per share, have been retrospectively adjusted based on the Company’s existing capital structure.
The purchase price of $ 46.8 million was calculated using Legacy Mount Logan’s share price and the number of shares Legacy Mount Logan would have had to issue in order to give TURN’s former shareholders the percentage ownership of Legacy Mount Logan that they had of the Company as of the Closing Date. The acquired net assets consisted of cash of $ 36.8 million, investments of $ 15 million, and liabilities of $ 0.6 million, all initially recorded at fair value. The investments were predominantly composed of equity securities which are recorded at fair value on a recurring basis with changes in fair value recognized in the consolidated statement of operations. As the fair value of TURN’s identifiable net assets exceeded the purchase price, the Company recognized a gain of $ 4.5 million in “Gain on acquisition” on the consolidated statements of operations. The Company incurred $ 9.4 million in transaction-related costs, including legal, advisory, and other professional fees. All transaction costs were recognized as expenses within “Transaction costs” on the consolidated statement of operations. The assets and operations of TURN are included in the Company’s Asset Management segment.
The Company issued $ 5.7 million shares of its common stock to TURN shareholders in connection with the Business Combination, which represented 44.0 % of the voting interests in the Company upon completion of the Business Combination. The purchase price in a reverse acquisition is determined based on the number of equity interests the legal acquiree would have had to issue to give the owners of the legal acquirer the same percentage equity interest in the combined entity that results from the reverse acquisition.
The table below summarizes the hypothetical number of shares as of September 12, 2025 that Legacy Mount Logan would have to issue to give TURN owners the same percentage ownerships in the combined company.
Hypothetical Legacy Mount Logan Ownership
Number of Legacy Mount Logan shares outstanding
Percentage Ownership
Legacy Mount Logan shareholders 30,960,503 56 %
TURN shareholders
23,886,447 44 %
Total
54,846,950 100 %
The purchase price is calculated based on the number of hypothetical shares of Legacy Mount Logan common stock issued to TURN shareholders multiplied by the share price as demonstrated in the table below (dollars in thousands except for the market price per share).
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Number of hypothetical Legacy Mount Logan shares issued to TURN shareholders
23,886,447
Legacy Mount Logan market price per share as of September 12, 2025 $ 1.95
Purchase price determination of hypothetical Legacy Mount Logan shares issued to TURN shareholders
$ 46,579
Other deal adjustments for expenses incurred
233
Purchase price consideration
$ 46,812
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Note 4. Net gains (losses) from investment activities
The table below summarizes the net gains (losses) from investment activities:
For the years ended December 31, 2025 2024
Net realized gains (losses) Net unrealized gains (losses) Credit releases (losses) Total Net realized gains (losses) Net unrealized gains (losses) Credit releases (losses) Total
Asset Management
Equity securities $ 418 $ 262 $ — $ 680 $ 338 $ ( 1,573 ) $ — $ ( 1,235 )
Derivatives — 2 — 2 — — — —
Debt obligation — 1,339 — 1,339 — ( 296 ) — ( 296 )
Net gains (losses) from investment activities — Asset Management $ 418 $ 1,603 $ — $ 2,021 $ 338 $ ( 1,869 ) $ — $ ( 1,531 )
Insurance Solutions
Debt securities:
U.S. state, territories and municipalities $ ( 4 ) $ 51 $ — $ 47 $ ( 5 ) $ ( 10 ) $ — $ ( 15 )
Other government and agency — 115 — 115 — ( 18 ) — ( 18 )
Corporate ( 1,773 ) 5,023 — 3,250 ( 165 ) ( 3,710 ) — ( 3,875 )
Asset and mortgage- backed securities ( 641 ) 117 — ( 524 ) ( 158 ) 4,041 — 3,883
Corporate loans ( 4 ) 1,853 — 1,849 110 ( 594 ) — ( 484 )
Mortgage loans — — ( 4,057 ) ( 4,057 ) — — ( 4,693 ) ( 4,693 )
Equity securities ( 246 ) 2,330 — 2,084 ( 3 ) 785 — 782
Other invested assets ( 755 ) 4,075 133 3,453 2 ( 4,255 ) 462 ( 3,791 )
Net gains (losses) from investment activities — Insurance Solutions $ ( 3,423 ) $ 13,564 $ ( 3,924 ) $ 6,217 $ ( 219 ) $ ( 3,761 ) $ ( 4,231 ) $ ( 8,211 )
Investments of consolidated VIEs ( 386 ) ( 2,015 ) — ( 2,401 ) 107 ( 3,177 ) — ( 3,070 )
Net gains (losses) from investment activities — Insurance Solutions including consolidated VIEs $ ( 3,809 ) $ 11,549 $ ( 3,924 ) $ 3,816 $ ( 112 ) $ ( 6,938 ) $ ( 4,231 ) $ ( 11,281 )
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Note 5. Net investment income
Net investment income for the Insurance Solutions segment is comprised primarily of Interest income and Dividend income from common and preferred stock. The table below summarizes Net investment income:
Years Ended December 31,
2025 2024
Debt securities $ 45,499 $ 54,253
Corporate loans 13,309 8,985
Derivative income (expense) ( 1,230 ) —
Mortgage loans 7,564 9,091
Equity securities 683 1,765
Other 1,556 3,740
Gross investment income: $ 67,381 $ 77,834
Less:
Investment expenses ( 3,958 ) ( 3,196 )
Net investment income $ 63,423 $ 74,638
Investment income of consolidated VIEs 15,567 18,152
Net investment income — Insurance Solutions, including consolidated VIEs $ 78,990 $ 92,790
Note 6. Investments
The following table outlines the carrying value of the Company’s investments:
As of December 31, 2025 December 31, 2024
Asset Management
Corporate loans $ 13,287 $ 13,287
Equity securities 10,409 2,276
Equity method 5,517 5,807
Derivatives 13 —
Other invested assets 72 —
Total investments - Asset Management $ 29,298 $ 21,370
Insurance Solutions
Debt securities $ 632,038 $ 615,460
Corporate loans 124,067 114,735
Mortgage loans 162,566 147,640
Equity securities 15,053 16,404
Other invested assets 23,084 21,317
Total investments - Insurance Solutions 956,808 915,556
Corporate loans of consolidated VIEs 119,731 125,757
Equity securities of consolidated VIEs 949 141
Total investments - Insurance Solutions, including consolidated VIEs 1,077,488 1,041,454
Total investments $ 1,106,786 $ 1,062,824
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Financial assets
The following tables summarize the measurement categories of financial assets held by the Company as of December 31, 2025, and December 31, 2024:
As of December 31, 2025 Fair value Amortized cost Fair value option Total
Financial assets
Asset Management
Corporate loans $ — $ 13,287 $ — $ 13,287
Equity securities 10,409 — — 10,409
Derivatives 13 — — 13
Other invested assets 72 — — 72
Total financial assets — Asset Management¹
$ 10,494 $ 13,287 $ — $ 23,781
Insurance Solutions
Debt securities:
U.S. government and agency 10,348 — — 10,348
U.S. state, territories and municipalities 3,440 — 1,914 5,354
Other government and agency — — 2,475 2,475
Corporate 166,693 — 104,495 271,188
Asset and mortgage-backed securities 221,524 — 121,149 342,673
Corporate loans — — 124,067 124,067
Mortgage loans — 162,566 — 162,566
Equity securities 15,053 — — 15,053
Other invested assets²
4,878 17,097 1,109 23,084
Total financial assets — Insurance Solutions $ 421,936 $ 179,663 $ 355,209 $ 956,808
Corporate loans of consolidated VIEs — — 119,731 119,731
Equity securities of consolidated VIEs 949 — — 949
Total financial assets — Insurance Solutions, including consolidated VIEs 422,885 179,663 474,940 1,077,488
Total financial assets $ 433,379 $ 192,950 $ 474,940 $ 1,101,269
_______________
(1) The MLC US Holdings Credit Facility (as hereinafter defined) is collateralized by assets held by MLC US Holdings, including assets totaling $ 34.8 million as of December 31, 2025.
(2) Other invested assets primarily include structured securities and loan receivables.
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As of December 31, 2024 Fair value Amortized cost Fair value option Total
Financial assets
Asset Management
Corporate loans $ — $ 13,287 $ — $ 13,287
Equity securities 2,276 — — 2,276
Total financial assets — Asset Management¹ $ 2,276 $ 13,287 $ — $ 15,563
Insurance Solutions
Debt securities:
U.S. government and agency $ 8,075 $ — $ — $ 8,075
U.S. state, territories and municipalities 3,370 — 1,882 5,252
Other government and agency — — 2,369 2,369
Corporate 119,895 — 106,354 226,249
Asset and mortgage-backed securities 253,935 — 119,581 373,516
Corporate loans — — 114,734 114,734
Mortgage loans — 147,640 — 147,640
Equity securities 16,404 — — 16,404
Other invested assets² 3,632 16,742 943 21,317
Total financial assets — Insurance Solutions $ 405,311 $ 164,382 $ 345,863 $ 915,556
Corporate loans of consolidated VIEs — — 125,757 125,757
Equity securities of consolidated VIEs 141 — — 141
Total financial assets — Insurance Solutions, including consolidated VIEs 405,452 164,382 471,620 1,041,454
Total financial assets $ 407,728 $ 177,669 $ 471,620 $ 1,057,017
_______________
(1) The MLC US Holdings Credit Facility (as hereinafter defined) is collateralized by assets held by MLC US Holdings, including assets totaling $ 31.2 million as of December 31, 2024.
(2) Other invested assets primarily include structured securities and loan receivables.
Available-for-sale – Insurance Solutions
The following table represents the cost or amortized cost, gross unrealized gains, gross unrealized losses, and fair value of available-for-sale (“AFS”) investments by asset type:
As of December 31, 2025 Cost or amortized cost Gross unrealized gains Gross unrealized losses Fair value 1
Insurance Solutions
Debt securities:
U.S. government and agency $ 10,623 $ 75 $ ( 350 ) $ 10,348
U.S. state, territories and municipalities 4,154 0 ( 714 ) 3,440
Corporate 177,997 1,429 ( 12,733 ) 166,693
Asset and mortgage-backed securities 222,766 3,130 ( 4,372 ) 221,524
Other invested assets 5,439 1 ( 1,824 ) 3,616
Total AFS — Insurance Solutions $ 420,979 $ 4,635 $ ( 19,993 ) $ 405,621
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As of December 31, 2024 Cost or amortized cost Gross unrealized gains Gross unrealized losses Fair value 1
Financial assets
Insurance Solutions
Debt securities:
U.S. government and agency $ 8,627 $ 13 $ ( 565 ) $ 8,075
U.S. state, territories and municipalities 4,268 — ( 898 ) 3,370
Corporate 133,527 1,196 ( 14,827 ) 119,896
Asset and mortgage-backed securities 258,482 2,089 ( 6,637 ) 253,934
Other invested assets 5,321 — ( 1,689 ) 3,632
Total AFS — Insurance Solutions $ 410,225 $ 3,298 $ ( 24,616 ) $ 388,907
_______________
(1) There is no allowance for credit losses for AFS investments as of December 31, 2025 and December 31, 2024.
The maturity distribution for AFS securities is as follows:
As of December 31, 2025
Cost or amortized cost Fair value
Due in one year or less $ 1,195 $ 1,185
Due after one year through five years 110,139 110,377
Due after five years through ten years 132,999 130,775
Due after ten years 176,646 163,284
Total AFS securities $ 420,979 $ 405,621
Actual maturities can differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
The following table provides information about AFS securities for which an allowance for credit losses has not been recorded aggregated by category and length of time that securities have been continuously in an unrealized loss position:
Less than 12 months 12 months or more Total
As of December 31, 2025 Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses
Insurance Solutions
Debt securities:
U.S. government and agency $ 778 $ ( 40 ) $ 5,172 $ ( 310 ) $ 5,950 $ ( 350 )
U.S. state, territories and municipalities — — 3,440 ( 714 ) 3,440 ( 714 )
Corporate 36,752 ( 370 ) 48,113 ( 12,362 ) 84,865 ( 12,732 )
Asset and mortgage-backed securities 23,755 ( 240 ) 53,666 ( 4,133 ) 77,421 ( 4,373 )
Other invested assets — — 3,565 ( 1,824 ) 3,565 ( 1,824 )
Total AFS securities in a continuous loss position $ 61,285 $ ( 650 ) $ 113,956 $ ( 19,343 ) $ 175,241 $ ( 19,993 )
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Less than 12 months 12 months or more Total
As of December 31, 2024 Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses
Insurance Solutions
Debt securities:
U.S. government and agency $ 983 $ ( 50 ) $ 4,725 $ ( 515 ) $ 5,708 $ ( 565 )
U.S. state, territories and municipalities — — 3,370 ( 898 ) 3,370 ( 898 )
Corporate 31,867 ( 629 ) 48,706 ( 14,199 ) 80,573 ( 14,828 )
Asset and mortgage-backed securities 50,961 ( 1,405 ) 91,990 ( 5,231 ) 142,951 ( 6,636 )
Other invested assets — — 3,632 ( 1,689 ) 3,632 ( 1,689 )
Total AFS securities in a continuous loss position $ 83,811 $ ( 2,084 ) $ 152,423 $ ( 22,532 ) $ 236,234 $ ( 24,616 )
Unrealized gains and losses can arise from changes in interest rates or other factors, including changes in credit spreads. The Company had gross unrealized losses on below investment grade AFS securi ties of $ 4.0 million and $ 4.5 million as of December 31, 2025 and December 31, 2024 , respectively. The single largest unrealized loss on AFS securitie s was $ 1.2 million and $ 1.2 million as of December 31, 2025 and December 31, 2024 , respectively. The Company ha d 313 and 359 posit ions in an unrealized loss position as of December 31, 2025 and December 31, 2024 , respectively.
As of December 31, 2025 and December 31, 2024 , AFS securities in an unrealized loss position for 12 months or more consisted of 207 and 216 debt securities, respectively. These debt securities primarily relate to Corporate and U.S. state, municipal and political subdivisions securities, which have depressed values due primarily to an increase in interest rates sin ce the purchase of these securities. Unrealized losses were not recognized in net income on these debt securities since the Company neither intends to sell the securities nor does it believe that it is more likely than not that it will be required to sell these securities before recovery of their cost or amortized cost basis. For securities with significant declines in value, individual security level analysis was performed utilizing underlying collateral default expectations, market data, and industry analyst reports.
Mortgage and corporate loans carried at amortized cost
Mortgage and corporate loans consist of the following:
December 31, 2025 December 31, 2024
Asset Management
Corporate loans $ 13,586 $ 13,586
Total corporate loans 13,586 13,586
Allowance for credit losses ( 299 ) ( 299 )
Total corporate loans, net of allowance for credit losses $ 13,287 $ 13,287
Insurance Solutions
Commercial real estate mortgage loans $ 65,070 $ 60,429
Multi-family mortgage loans 107,532 93,186
Other invested assets - corporate loans 18,043 17,820
Total mortgage and corporate loans $ 190,645 $ 171,435
Allowance for credit losses ( 10,982 ) ( 7,053 )
Total mortgage and other invested assets - corporate loans, net of allowance for credit losses $ 179,663 $ 164,382
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The maturity distribution for commercial real estate, multi-family mortgage loans and corporate loans were as follows as of December 31, 2025:
Asset Management Corporate loans
2026 $ —
2027 —
2028 —
2029 —
2030 —
2031 and thereafter 13,586
Total $ 13,586
Insurance Solutions Commercial real estate mortgage loans Multi-family mortgage loans Other invested assets - corporate loans Total loans
2026 $ 47,662 $ 68,345 $ — $ 116,007
2027 12,574 23,567 — 36,141
2028 4,834 15,620 — 20,454
2029 — — — —
2030 — — — —
2031 and thereafter — — 18,043 18,043
Total $ 65,070 $ 107,532 $ 18,043 $ 190,645
Actual maturities could differ from contractual maturities, because borrowers may have the right to prepay (with or without prepayment penalties) and loans may be refinanced.
The carrying value by credit risk and loan type were as follows:
Asset Management
Loans – carrying value by credit risk December 31, 2025 December 31, 2024
Level 1 $ 13,586 100 % $ 13,586 100 %
Level 2 — — % — — %
Level 3 — — % — — %
Level 4 — — % — — %
Level 5 — — % — — %
Total by credit risk $ 13,586 100 % $ 13,586 100 %
Asset Management
Loans – carrying value by loan type December 31, 2025 December 31, 2024
Corporate loans $ 13,586 100 % $ 13,586 100 %
Total by loan type $ 13,586 100 % $ 13,586 100 %
Insurance Solutions
Loans – carrying value by credit risk December 31, 2025 December 31, 2024
Level 1 $ 18,043 9.5 % $ 22,731 13.3 %
Level 2 107,259 56.3 % 83,448 48.6 %
Level 3 8,120 4.3 % 6,997 4.1 %
Level 4 — — % — — %
Level 5 57,223 30.0 % 58,259 34.0 %
Total by credit risk $ 190,645 100 % $ 171,435 100 %
F-33
Insurance Solutions
Loans – carrying value by loan type December 31, 2025 December 31, 2024
Commercial real estate mortgage loans $ 65,070 34.1 % $ 60,429 35.2 %
Multi-family mortgage loans 107,532 56.3 % 93,186 54.4 %
Other invested assets - corporate loans 18,043 9.5 % 17,820 10.4 %
Total by loan type $ 190,645 100 % $ 171,435 100 %
The following tables summarizes the activity related to the allowance for credit losses for the year ended December 31, 2025 and 2024:
Asset Management Corporate loans Total loans
Balance, December 31, 2024 $ 299 $ 299
Charge-offs — —
Recoveries — —
Provision for credit losses — —
Balance, December 31, 2025 $ 299 $ 299
Insurance Solutions Commercial real estate mortgage loans Multi-family mortgage loans Corporate loans Total loans
Balance, December 31, 2024 $ 2,615 $ 3,360 $ 1,078 $ 7,053
Charge-offs — — — —
Recoveries — — — —
Provision for credit losses ( 260 ) 4,321 ( 132 ) 3,929
Balance, December 31, 2025 $ 2,355 $ 7,681 $ 946 $ 10,982
Asset Management Corporate loans Total loans
Balance, December 31, 2023 $ 299 $ 299
Charge-offs — —
Recoveries — —
Provision for credit losses — —
Balance, December 31, 2024 $ 299 $ 299
Insurance Solutions Commercial real estate mortgage loans Multi-family mortgage loans Corporate loans Total loans
Balance, December 31, 2023 $ 632 $ 620 $ 1,541 $ 2,793
Charge-offs — — — —
Recoveries — — — —
Provision for credit losses 1,983 2,740 ( 463 ) 4,260
Balance, December 31, 2024 $ 2,615 $ 3,360 $ 1,078 $ 7,053
F-34
The following tables present an analysis of past-due loans:
December 31, 2025
Asset Management Loans 30-59 days past due Loans 60-89 days past due Loans 90 days or more past due Nonaccrual loans Current loans Total loans
Corporate loans $ — $ — $ — $ — $ 13,586 $ 13,586
Total corporate loans $ — $ — $ — $ — $ 13,586 $ 13,586
December 31, 2025
Insurance Solutions Loans 30-59 days past due Loans 60-89 days past due Loans 90 days or more past due Nonaccrual loans Current loans Total loans
Commercial real estate mortgage loans $ — $ — $ — $ 20,642 $ 44,428 $ 65,070
Multi-family mortgage loans — — — 41,063 66,469 107,532
Other invested assets - corporate loans — — — — 18,043 18,043
Total mortgage and other invested assets - corporate loans $ — $ — $ — $ 61,705 $ 128,940 $ 190,645
December 31, 2024
Asset Management Loans 30-59 days past due Loans 60-89 days past due Loans 90 days or more past due Nonaccrual loans Current loans Total loans
Corporate loans $ — $ — $ — $ — $ 13,586 $ 13,586
Total corporate loans $ — $ — $ — $ — $ 13,586 $ 13,586
December 31, 2024
Insurance Solutions Loans 30-59 days past due Loans 60-89 days past due Loans 90 days or more past due Nonaccrual loans Current loans Total loans
Commercial real estate mortgage loans $ — $ — $ — $ 10,799 $ 49,630 $ 60,429
Multi-family mortgage loans — — — 10,969 82,217 93,186
Other invested assets - corporate loans — — — — 17,820 17,820
Total mortgage and other invested assets - corporate loans $ — $ — $ — $ 21,768 $ 149,667 $ 171,435
The Company designates individually evaluated loans on nonaccrual status as collateral-dependent loans, as well as other loans that management of the Company designates as having higher risk. Collateral dependent loans are loans for which the repayment is expected to be provided substantially through the operation or sale of the collateral and the borrower is experiencing financial difficulty. These loans do not share common risk characteristics and are not included within the collectively evaluated loans for determining the allowance for credit losses.
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The following represents total nonaccrual loans:
December 31, 2025
Insurance Solutions Nonaccrual loans with no allowance Nonaccrual loans with an allowance Total nonaccrual loans
Commercial real estate mortgage loans $ 3,447 $ 17,195 $ 20,642
Multi-family mortgage loans — 41,063 41,063
Other invested assets - corporate loans — — —
Total loans $ 3,447 $ 58,258 $ 61,705
December 31, 2024
Insurance Solutions Nonaccrual loans with no allowance Nonaccrual loans with an allowance Total nonaccrual loans
Commercial real estate mortgage loans $ — $ 10,799 $ 10,799
Multi-family mortgage loans — 10,969 10,969
Other invested assets - corporate loans — — —
Total loans $ — $ 21,768 $ 21,768
The following represents accrued interest receivables written off:
As of December 31, 2025 December 31, 2024
Insurance Solutions
Commercial real estate mortgage loans $ 494 $ 1,034
Multi-family mortgage loans 1,787 —
Other invested assets - corporate loans — —
Total accrued interest receivables written off $ 2,281 $ 1,034
F-36
The following table represents the portfolio of mortgage and corporate loans by origination year as of December 31, 2025 and December 31, 2024:
Performance status as of December 31, 2025 2025 2024 2023 2022 2021 Prior Total
Asset Management
Corporate loans
Level 1 $ — $ — $ — $ — $ — $ 13,586 $ 13,586
Level 2 — — — — — — —
Level 3 — — — — — — —
Level 4 — — — — — — —
Level 5 — — — — — — —
Total corporate loans $ — $ — $ — $ — $ — $ 13,586 $ — $ 13,586
Insurance Solutions
Commercial real estate loans
Level 1 $ — $ — $ — $ — $ — $ — $ —
Level 2 7,354 5,220 17,554 10,840 3,460 — 44,428
Level 3 — — — — 4,482 — 4,482
Level 4 — — — — — — —
Level 5 — — — 1,914 10,799 3,447 16,160
Total commercial real estate loans 7,354 5,220 17,554 12,754 18,741 3,447 65,070
Multi-family loans
Level 1 — — — — — — —
Level 2 21,586 33,614 7,631 — — — 62,831
Level 3 3,638 — — — — — 3,638
Level 4 — — — — — — —
Level 5 — — — 9,487 19,107 12,469 41,063
Total multi-family loans 25,224 33,614 7,631 9,487 19,107 12,469 107,532
Other invested assets - corporate loans
Level 1 223 48 596 74 17,102 — 18,043
Level 2 — — — — — — —
Level 3 — — — — — — —
Level 4 — — — — — — —
Level 5 — — — — — — —
Total other invested assets - corporate loans 223 48 596 74 17,102 — 18,043
Total mortgage and corporate loans $ 32,801 $ 38,882 $ 25,781 $ 22,315 $ 54,950 $ 15,916 $ 190,645
F-37
Performance status as of December 31, 2024 2024 2023 2022 2021 2020 Prior Total
Asset Management
Corporate loans
Level 1 $ — $ — $ — $ — $ 13,586 $ — $ 13,586
Level 2 — — — — — — —
Level 3 — — — — — — —
Level 4 — — — — — — —
Level 5 — — — — — — —
Total corporate loans $ — — — — $ 13,586 0 — 0 $ 13,586
Insurance Solutions
Commercial real estate loans
Level 1 $ — $ 4,910 $ — $ — $ — $ — $ 4,910
Level 2 4,000 15,416 11,800 3,661 — — 34,877
Level 3 — — — 4,482 — — 4,482
Level 4 — — — — — — —
Level 5 6,720 4,079 1,914 — — 3,447 16,160
Total commercial real estate loans 10,720 24,405 13,714 8,143 — 3,447 60,429
Multi-family loans
Level 1 — — — — — — —
Level 2 33,389 5,469 — 9,715 — — 48,573
Level 3 — — 2,515 — — — 2,515
Level 4 — — — — — — —
Level 5 — — 8,714 21,782 11,602 — 42,098
Total multi-family loans 33,389 5,469 11,229 31,497 11,602 — 93,186
Other invested assets - corporate loans
Level 1 48 596 74 17,102 — — 17,820
Level 2 — — — — — — —
Level 3 — — — — — — —
Level 4 — — — — — — —
Level 5 — — — — — — —
Total other invested assets - corporate loans 48 596 74 17,102 — — 17,820
Total mortgage and corporate loans $ 44,157 $ 30,470 $ 25,017 $ 56,742 $ 11,602 $ 3,447 $ 171,435
The following represents the carrying value of collateral-dependent loans of the Company as of December 31, 2025 and December 31, 2024:
December 31, 2025 December 31, 2024
Commercial real estate mortgage loans $ 14,246 $ 10,799
Multi-family mortgage loans 36,894 —
Total Loans $ 51,140 $ 10,799
The Company maintains a separate reserve for credit losses on off-balance sheet credit exposures, including unfunded loan commitments, which is included under the line item entitled “Accrued expenses and other liabilities” on the Consolidated Statements of Financial Position. The reserve for credit losses on off-balance sheet credit exposures is adjusted as a provision for credit losses in the income statement. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life, utilizing the same models and approaches for the Company's other loan portfolio segments described above, as these unfunded commitments share similar risk characteristics as its loan portfolio segments. The unfunded off-balance sheet credit line commitments for corporate loans accounted for as held for investments (“HFI”) was $ 1.4 million for Asset Management and $ 4.3 million for Insurance Solutions as of December 31, 2025 (December 31, 2024: $ 1.4 million and $ 4.7 million, for Asset Management and Insurance Solutions, respectively).
F-38
The liability for credit losses on off-balance sheet credit exposures for these loans included in Accrued expenses and other liabilities was less than $ 0.1 million for Insurance Solutions as of both December 31, 2025 and December 31, 2024. Refer to Note 24. Commitments and contingencies for additional information of the Company’s investment commitments.
Note 7. Derivatives
The Company uses derivative instruments to manage interest rate risk. See Note 9. Fair value measurements for information about the fair value hierarchy for derivatives.
The following table presents the notional amount and fair value of freestanding derivative instruments:
December 31, 2025 December 31, 2024
Notional amount Assets Liabilities Notional amount Assets Liabilities
Derivatives designated as hedges
Interest rate swaps $ 187,000 $ 481 $ 1,388 $ 187,000 $ — $ 5,192
Derivatives designated as hedges
Cash flow hedges
The Company uses interest rate swaps to convert floating-rate interest receipts on its loan portfolio to fixed-rate interest receipts to reduce exposure to interest rate changes. The interest rate swaps will expire by October 2036. During the year ended December 31, 2025 and December 31, 2024, the Company reported a loss of $ 0.9 million and $ 5.2 million in Other Comprehensive Income (“OCI”) associat ed with these hedges, respectively. There were no amounts deemed ineffective during the year ended December 31, 2025 and December 31, 2024 . As of December 31, 2025 and December 31, 2024 , less th an $ 0.4 million and $ 0.9 million is expected to be reclassified into income as part of earnings within the next 12 months, respectively.
Embedded derivatives
The Company has embedded derivatives which are required to be separated from their host contracts and reported as derivatives. Host contracts include reinsurance agreements structured on a modified coinsurance (“Modco”) or funds withheld basis. The fair value of the embedded derivative liability is $ 29.7 million and $ 34.8 million as of December 31, 2025 and December 31, 2024, respectively.
Credit risk
The Company may be exposed to credit-related losses in the event of counterparty nonperformance on derivative financial instruments. Generally, the current credit exposure of the Company’s derivative contracts is the fair value at the reporting date less any collateral received from the counterparty.
The Company manages credit risk related to derivatives by entering into transactions with creditworthy counterparties. Where possible, the Company maintains collateral arrangements and uses master netting agreements that provide for a single net payment from one counterparty to another at each due date and upon termination. The Company has also established counterparty exposure limits, where possible, in order to evaluate if there is sufficient collateral to support the net exposure. Collateral arrangements typically require the posting of collateral in connection with its derivative instruments. Collateral agreements often contain posting thresholds, some of which may vary depending on the posting party’s financial strength ratings.
There is no difference between the current presentation of the fair value of the interest rate swaps and the presentation of fair value of the interest rate swaps after the application of any right of offset, as of December 31, 2025.
Note 8. Variable interest entities
Consolidated variable interest entities (“VIEs”) include collateralized loan obligations (“CLOs”) managed by the Company. The assets of consolidated VIEs are not available to creditors of the Company, and the investors in these consolidated VIEs have no recourse against the assets of the Company.
F-39
Revenues of consolidated VIEs - Insurance Solutions
The following summarizes the Consolidated Statements of Operations activity of the consolidated VIEs:
For the Year Ended December 31, 2025 2024
Investment income $ 16,237 $ 18,767
Investment expense ( 670 ) ( 615 )
Net investment income 15,567 18,152
Unrealized gain/(loss) on investments ( 2,015 ) ( 3,177 )
Realized gain/(loss) on investments ( 386 ) 107
Net gains (losses) from investment activities ( 2,401 ) ( 3,070 )
Net revenues of consolidated variable interest entities $ 13,166 $ 15,082
Unconsolidated VIEs
The Company holds variable interests in certain VIEs for which it is not the primary beneficiary. The Company’s variable interests include equity interests, loans, and beneficial interests in CLOs and other entities, which are recorded within “Investments” in the Consolidated Statements of Financial Position. The following table presents the Company’s maximum exposure to losses relating to these VIEs for which the Company has a variable interest, but is not the primary beneficiary. The Company has exposure beyond the carrying value of its variable interests due to unfunded commitments on loans.
December 31, 2025 December 31, 2024
Carrying amount Maximum exposure to loss Carrying amount Maximum Exposure to Loss
Asset Management
Variable interests $ — $ — $ 29 $ 29
Variable interests in related parties 28,209 29,622 21,004 22,417
Total Asset Management $ 28,209 $ 29,622 $ 21,033 $ 22,446
Insurance Solutions
Variable interests $ 17,097 $ 17,097 $ 17,689 $ 17,689
Variable interests in related parties 15,355 15,355 19,333 19,333
Total Insurance Solutions $ 32,452 $ 32,452 $ 37,022 $ 37,022
Total $ 60,661 $ 62,074 $ 58,055 $ 59,468
Note 9. Fair value measurements
The following tables summarize the valuation of assets and liabilities measured at fair value by fair value hierarchy. Investments classified as Equity Method for which the Fair Value Option (“FVO”) has not been elected have been excluded from the table below.
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Fair Value Measurements
December 31, 2025 Level 1 Level 2 Level 3 NAV Total
Financial assets
Asset Management
Equity securities $ 3,834 $ 91 $ 6,484 $ — $ 10,409
Derivatives — — 13 — 13
Other invested assets — — 72 — 72
Total financial assets — Asset Management 3,834 91 6,569 — 10,494
Insurance Solutions
Debt securities:
U.S. government and agency — 10,348 — — 10,348
U.S. state, territories and municipalities — 5,354 — — 5,354
Other government and agency — 2,475 — — 2,475
Corporate — 261,039 10,149 — 271,188
Asset and mortgage-backed securities — 323,246 19,427 — 342,673
Corporate loans — 7,499 116,568 — 124,067
Equity securities 7,644 2,246 3,240 1,923 15,053
Other invested assets — 51 5,637 299 5,987
Total financial assets — Insurance Solutions 7,644 612,258 155,021 2,222 777,145
Corporate loans of consolidated VIEs — — 119,731 — 119,731
Equity of consolidated VIEs — — 949 — 949
Total financial assets including consolidated VIEs 7,644 612,258 275,701 2,222 897,825
Derivatives — 481 — — 481
Total financial assets $ 11,478 $ 612,830 $ 282,270 $ 2,222 $ 908,800
Financial liabilities
Insurance Solutions
Ceded reinsurance - embedded derivative — 29,650 — — 29,650
Interest rate swaps — 1,388 — — 1,388
Total financial liabilities — Insurance Solutions — 31,038 — — 31,038
Total financial liabilities $ — $ 31,038 $ — $ — $ 31,038
F-41
Fair Value Measurements
December 31, 2024 Level 1 Level 2 Level 3 NAV Total
Financial assets
Asset Management
Equity securities $ 1,777 $ — $ 499 $ — $ 2,276
Total financial assets — Asset Management 1,777 — 499 — 2,276
Insurance Solutions
Debt securities:
U.S. government and agency — 8,075 — — 8,075
U.S. state, territories and municipalities — 5,252 — — 5,252
Other government and agency — 2,369 — — 2,369
Corporate — 226,249 — — 226,249
Asset and mortgage-backed securities — 364,875 8,641 — 373,516
Corporate loans — — 114,734 — 114,734
Equity securities 310 11,134 2,918 2,042 16,404
Other invested assets — — 4,575 — 4,575
Total financial assets — Insurance Solutions 310 617,954 130,868 2,042 751,174
Corporate loans of consolidated VIEs — — 125,757 — 125,757
Equity securities of consolidated VIEs — — 141 — 141
Total financial assets including consolidated VIEs 310 617,954 256,766 2,042 877,072
Total financial assets $ 2,087 $ 617,954 $ 257,265 $ 2,042 $ 879,348
Financial liabilities
Asset Management
Debt obligations — — 1,471 — 1,471
Total financial liabilities — Asset Management — — 1,471 — 1,471
Insurance Solutions
Ceded reinsurance - embedded derivative — 34,770 — — 34,770
Interest rate swaps — 5,192 — — 5,192
Total financial liabilities — Insurance Solutions — 39,962 — — 39,962
Total financial liabilities $ — $ 39,962 $ 1,471 $ — $ 41,433
The availability of observable inputs can vary depending on the financial asset and is affected by a wide variety of factors, including, for example, the type of instrument, whether the instrument has recently been issued, whether the instrument is traded on an active exchange or in the secondary market, and current market conditions. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires additional judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as Level 3. The variability and availability of the observable inputs affected by the factors described above may cause transfers between Levels 1, 2, and 3, as discussed further below.
Transfers between level 1 and level 2
The Company records transfers of assets between Level 1 and Level 2 at their fair values at the end of each reporting period. Assets are transferred out of Level 1 when they are no longer transacted with sufficient frequency and volume in an active market. Conversely, assets are transferred from Level 2 to Level 1 when transaction volume and frequency are indicative of an active market. During the year ended December 31, 2025 and December 31, 2024, there were no assets transferred between Level 1 and Level 2.
Transfers between level 1 or 2 and level 3
The Company records transfers of assets between Level 1 or 2 and Level 3 at the end of each reporting period. Assets are transferred into Level 3 when there is a lack of observable valuation inputs.
Conversely, assets are transferred out of Level 3 when valuation inputs become observable. Whether the assets are transferred into Level 1 or 2 will depend on whether the prices are unadjusted and quoted in an active market.
The following tables summarize changes in the Company’s investment portfolio measured and reporting at fair value for which Level 3 inputs were used in determining fair value:
F-42
Net Change in Unrealized Appreciation (Depreciation)
Change in unrealized gains (losses) included in income on Level 3 assets and liabilities still held Change in unrealized gains (losses) included in OCI on Level 3 assets and liabilities still held
Purchases Sales and repayments Net realized gain (loss) Included in income Included in OCI Transfer in ¹
Transfer out ¹
Year Ended December 31, 2025 Beginning Balance Ending Balance
Financial assets
Asset Management
Equity securities $ 499 $ 5,946 $ ( 1,341 ) $ — $ 1,380 $ — $ — $ — $ 6,484 $ 1,409 $ —
Derivatives — 11 — — 2 — — — 13 2 —
Other invested assets — 72 — — — — — — 72 — —
Total assets — Asset Management 499 6,029 ( 1,341 ) — 1,382 — — — 6,569 1,411 —
Insurance Solutions
Debt securities:
Corporate — — — — — 149 10,000 — 10,149 — 149
Asset and mortgage-backed securities 8,641 756 ( 6,280 ) — ( 59 ) 356 16,013 — 19,427 — 356
Corporate loans 114,734 19,678 ( 67,820 ) ( 4 ) 1,858 — 48,122 — 116,568 1,834 —
Equity securities 2,918 — — — ( 43 ) — 365 — 3,240 ( 43 ) —
Other invested assets 4,575 19 ( 4,433 ) ( 745 ) 5,235 ( 135 ) 1,121 — 5,637 1,016 ( 135 )
Total assets — Insurance Solutions 130,868 20,453 ( 78,533 ) ( 749 ) 6,991 370 75,621 — 155,021 2,807 370
Equity securities of consolidated VIEs 141 825 ( 104 ) — 87 — — — 949 88 —
Corporate loans of consolidated VIEs 125,757 91,321 ( 96,193 ) ( 386 ) ( 768 ) — — — 119,731 ( 2,103 ) —
Total financial assets including consolidated VIEs - Insurance Solutions 256,766 112,599 ( 174,830 ) ( 1,135 ) 6,310 370 75,621 — 275,701 792 370
Total financial assets $ 257,265 $ 118,628 $ ( 176,171 ) $ ( 1,135 ) $ 7,692 $ 370 $ 75,621 $ — $ 282,270 $ 2,203 $ 370
Financial liabilities
Asset Management
Debt obligations $ 1,471 $ — $ ( 132 ) $ — $ ( 1,339 ) $ — $ — $ — $ — $ 1,339 $ —
Total financial liabilities — Asset Management $ 1,471 $ — $ ( 132 ) $ — $ ( 1,339 ) $ — $ — $ — $ — $ 1,339 $ —
_______________
(1) Transfers into Level 3 are due to decrease in the quantity and reliability of broker quotes obtained. Transfers out of Level 3 are due to an increase in the quantity and reliability of broker quotes obtained. Transfers are assumed to have occurred at the end of the period.
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Net Change in Unrealized Appreciation (Depreciation)
Change in unrealized gains (losses) included in income on Level 3 assets and liabilities still held Change in unrealized gains (losses) included in OCI on Level 3 assets and liabilities still held
Purchases Sales and repayments Net realized gain (loss) Included in income Included in OCI Transfer in ¹
Transfer out ¹
Change in consolidation
Year Ended December 31, 2024 Beginning Balance Ending Balance
Financial assets
Asset Management
Equity securities $ 1,670 $ — $ — $ — $ ( 1,171 ) $ — $ — $ — $ — $ 499 $ ( 1,171 ) $ —
Total assets — Asset Management 1,670 — — — ( 1,171 ) — — — — 499 ( 1,171 ) —
Insurance Solutions
Debt securities:
Corporate — — — — — — — — — — — —
Asset and mortgage-backed securities 2,240 — ( 1,008 ) — ( 3 ) ( 23 ) 7,435 — — 8,641 — ( 23 )
Corporate loans 104,588 41,474 ( 68,113 ) 85 ( 655 ) — 37,355 — — 114,734 ( 348 ) —
Equity securities 3,107 — ( 250 ) — 61 — — — — 2,918 61 —
Other invested assets 10,605 — ( 579 ) 2 ( 3,911 ) ( 1,542 ) — — — 4,575 ( 4,255 ) ( 1,542 )
Total assets — Insurance Solutions 120,540 41,474 ( 69,950 ) 87 ( 4,508 ) ( 1,565 ) 44,790 — — 130,868 ( 4,542 ) ( 1,565 )
Equity securities of consolidated VIEs — 131 — — 10 — — — — 141 10 —
Corporate loans of consolidated VIEs 124,637 117,972 ( 115,866 ) 107 ( 1,093 ) — — — — 125,757 ( 3,180 ) —
Total financial assets including consolidated VIEs - Insurance Solutions 245,177 159,577 ( 185,816 ) 194 ( 5,591 ) ( 1,565 ) 44,790 — — 256,766 ( 7,712 ) ( 1,565 )
Total financial assets $ 246,847 $ 159,577 $ ( 185,816 ) $ 194 $ ( 6,762 ) $ ( 1,565 ) $ 44,790 $ — $ — $ 257,265 $ ( 8,883 ) $ ( 1,565 )
Financial liabilities
Asset Management
Debt obligations $ 1,175 $ — $ — $ 296 $ — $ — $ — $ — $ — $ 1,471 $ ( 296 ) $ —
Total financial liabilities — Asset Management $ 1,175 $ — $ — $ 296 $ — $ — $ — $ — $ — $ 1,471 $ ( 296 ) $ —
_______________
(1) Transfers into Level 3 are due to a decrease in the quantity and reliability of broker quotes obtained. Transfers out of Level 3 are due to an increase in the quantity and reliability of broker quotes obtained. Transfers are assumed to have occurred at the end of the period .
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The valuation techniques and significant unobservable inputs used in Level 3 valuations were as follows:
Quantitative Information about Level 3 Fair Value Measurements
December 31, 2025 Fair value Valuation
technique/
methodology Unobservable
input Range
(weighted
average)
Financial assets
Asset management
Equity securities $ 6,409 Enterprise value Multiple 12.5 x - 13.5 x ( 13 x )
Equity securities 75 Market approach Privately quoted price NA
Equity securities 13 Option pricing model Volatility 116.20 % - 126.20 % ( 121.20 %)
Option pricing model Years to exercise 0.1 - 0.3 ( 0.2 )
Other invested assets 72 Probability-Weighted Expected Return Method Independent probabilities 5.00 % - 5.00 % ( 5.00 %)
Probability-Weighted Expected Return Method Dependent probabilities 2.40 % - 3.70 % ( 3.10 %)
Probability-Weighted Expected Return Method Years to cash flows 2.5 - 4.5 ( 3.5 )
Total — Asset Management $ 6,569
Insurance
Debt securities¹:
Asset and mortgage-backed securities $ 19,427 Discounted cash flow Discount rate 6.29 % - 8.53 % ( 7.55 %)
Corporate 10,149 Discounted cash flow Discount rate 7.36 % - 8.92 % ( 8.14 %)
Corporate loans 116,568 Discounted cash flow Discount rate — % - 15.69 % ( 8.16 %)
Equity securities 30 Recent transaction Transaction price NA
Equity securities 210 Enterprise value Multiple 0.63 x - 0.63 x ( 0.63 x)
Equity securities 3,000 Discounted cash flow Discount rate 5.61 % - 5.61 % ( 5.61 %)
Other invested assets 5,637 Discounted cash flow Discount rate 9.57 % - 19.72 % ( 16.87 %)
Total — Insurance Solutions $ 155,021
Equity securities of consolidated VIEs $ 949 Enterprise value Multiple 10 x - 16 x ( 13 x )
Corporate loans of consolidated VIEs 30,123 Recent transaction Transaction price NA
Corporate loans of consolidated VIEs 89,608 Discounted cash flow Discount rate 5.26 % - 14.83 % ( 9.63 %)
Total assets of consolidated VIEs - Insurance Solutions $ 120,680
Total financial assets including consolidated VIEs - Insurance Solutions $ 275,701
Total financial assets $ 282,270
_______________
(1) For debt securities where the recent transaction price does not estimate fair value, the Company determines the fair value utilizing a yield analysis.
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Quantitative Information about Level 3 Fair Value Measurements
December 31, 2024 Fair value Valuation
technique/
methodology Unobservable
input Range
(weighted
average)
Financial assets
Asset Management
Equity securities $ 30 Discounted cash flow Discount rate 22.0 % - 27.0 % ( 24.5 %)
Equity securities 469 Enterprise value Multiple 5.13 x - 6.13 x ( 5.63 x)
Total — Asset Management $ 499
Insurance Solutions
Debt securities¹:
Asset and mortgage-backed securities 53 Recent transaction Transaction price NA
Asset and mortgage-backed securities 8,588 Discounted cash flow Discount rate 5.7 % - 9.3 % ( 8.0 %)
Corporate loans 113,062 Discounted cash flow Discount rate 3.6 % - 17.5 % ( 10.6 %)
Corporate loans 1,672 Enterprise value Multiple 0.3 x - 8.25 x ( 8.04 x)
Equity securities 2,918 Discounted cash flow Discount rate 10.1 % - 10.1 % ( 10.1 %)
Other invested assets 4,575 Discounted cash flow Discount rate 14.9 % - 19.3 % ( 18.4 %)
Total — Insurance Solutions 130,868
Equity securities of consolidated VIEs 141 Discounted cash flow Discount rate 14.37 % - 14.37 % ( 14.37 %)
Corporate loans of consolidated VIEs 50,585 Recent transaction Transaction price NA
Corporate loans of consolidated VIEs 75,172 Discounted cash flow Discount rate 4.3 % - 17.1 % ( 6.7 %)
Total assets of consolidated VIEs - Insurance Solutions $ 125,898
Total financial assets including consolidated VIEs - Insurance Solutions 256,766
Total investments $ 257,265
Financial liabilities
Asset Management
Debt obligation $ 1,471 Enterprise valuation Revenue multiple Not Meaningful (NA)
Enterprise valuation EBITDA Not Meaningful (NA)
Income Approach Required rate of return Not Meaningful (NA)
Total financial liabilities - Asset Management $ 1,471
Total financial liabilities $ 1,471
_______________
(1) For debt securities where the recent transaction price does not estimate fair value, the Company determines the fair value utilizing a yield analysis.
The Company typically determines the fair value of its performing Level 3 debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to the total enterprise value of the company, and the rights and remedies of the Company’s investment within each portfolio company’s capital structure.
Significant unobservable inputs include an illiquidity spread as well as a credit spread, both of which increase the discount rate. These rates are initially set at a level such that the loan valuation equals the initial purchase cost of the loan and are subsequently adjusted at each valuation date to reflect management’s current assessment of market conditions as well as of loan-specific credit and illiquidity risk. Discount rates are subject to adjustment based on both management’s current assessment of market conditions and the economic performance of individual investments. The significant unobservable inputs used in the fair value measurement of the Company’s Level 3 debt securities primarily include current market yields, including relevant market indices, but may also include quotes from brokers, dealers, and pricing services as indicated by comparable investments.
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Financial instruments not carried at fair value
The following tables present carrying amounts and fair values of the Company’s financial assets and liabilities which are not carried at fair value as of December 31, 2025 and December 31, 2024:
Fair Value Hierarchy
December 31, 2025 Carrying value Fair value Level 1 Level 2 Level 3
Financial Assets
Asset Management
Corporate loans $ 13,287 $ 11,151 $ — $ — $ 11,151
Total financial assets — Asset Management 13,287 11,151 — — 11,151
Insurance Solutions
Mortgage loans 162,566 172,602 — — 172,602
Other invested assets 17,097 17,488 — — 17,488
Total financial assets — Insurance Solutions 179,663 190,090 — — 190,090
Total financial assets $ 192,950 $ 201,241 $ — $ — $ 201,241
Financial Liabilities
Asset Management
Debt obligations $ 76,250 $ 72,880 $ — $ — $ 72,880
Total financial liabilities — Asset Management 76,250 72,880 — — 72,880
Insurance Solutions
Debt obligations 17,250 17,447 — — 17,447
Interest sensitive contract liabilities 363,981 363,981 — 363,981 —
Total financial liabilities —Insurance Solutions 381,231 381,428 — 363,981 17,447
Total financial liabilities $ 457,481 $ 454,308 $ — $ 363,981 $ 90,327
Fair Value Hierarchy
December 31, 2024 Carrying value Fair value Level 1 Level 2 Level 3
Financial Assets
Asset Management
Corporate loans $ 13,287 $ 13,184 $ — $ — $ 13,184
Total financial assets — Asset Management 13,287 13,184 — — 13,184
Insurance Solutions
Mortgage loans 147,640 153,619 — — 153,619
Other invested assets 16,742 16,512 — — 16,512
Total financial assets — Insurance Solutions 164,382 170,131 — — 170,131
Total financial assets $ 177,669 $ 183,315 $ — $ — $ 183,315
Financial Liabilities
Asset Management
Debt obligations $ 73,492 $ 69,776 $ — $ — $ 69,776
Total financial liabilities — Asset Management 73,492 69,776 — — 69,776
Insurance Solutions
Debt obligations 14,250 14,450 — — 14,450
Interest sensitive contract liabilities 334,876 334,876 — 334,876 —
Total financial liabilities —Insurance Solutions 349,126 349,326 — 334,876 14,450
Total financial liabilities $ 422,618 $ 419,102 $ — $ 334,876 $ 84,226
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Fair value option
The following table presents the net realized and unrealized gains (losses) on financial instruments for which the FVO was elected:
For the Year Ended December 31, 2025 2024
Net realized gains (losses) Net unrealized gains (losses) Total Net realized gains (losses) Net unrealized gains (losses) Total
Asset Management
Debt obligation $ — $ 1,339 $ 1,339 $ — $ ( 296 ) $ ( 296 )
Net gains (losses) from investment activities — Asset Management $ — $ 1,339 $ 1,339 $ — $ ( 296 ) $ ( 296 )
Insurance Solutions
Debt securities:
U.S. government and agency $ — $ — $ — $ — $ — $ —
U.S. state, territories and municipalities — 51 51 — ( 10 ) ( 10 )
Other government and agency — 115 115 — ( 18 ) ( 18 )
Corporate ( 1,815 ) 5,023 3,208 — ( 3,710 ) ( 3,710 )
Asset and mortgage- backed securities ( 295 ) 117 ( 178 ) 21 4,041 4,062
Corporate loans ( 4 ) 1,853 1,849 110 ( 594 ) ( 484 )
Mortgage loans — — — — — —
Equity securities — — — — — —
Other invested assets ( 755 ) 4,038 3,283 2 ( 4,255 ) ( 4,253 )
Net gains (losses) from investment activities — Insurance Solutions ( 2,869 ) 11,197 8,328 133 ( 4,546 ) ( 4,413 )
Investments of consolidated VIEs ( 386 ) ( 2,015 ) ( 2,401 ) 107 ( 3,177 ) ( 3,070 )
Net gains (losses) from investment activities — Insurance Solutions including consolidated VIEs $ ( 3,255 ) $ 9,182 $ 5,927 $ 240 $ ( 7,723 ) $ ( 7,483 )
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The following table presents information for loans which the Company elected the FVO.
December 31, 2025 Unpaid Principal Balance Mark to Fair Value Fair Value
Insurance Solutions
Corporate loans $ 125,422 $ ( 1,355 ) $ 124,067
Other invested assets 1,289 ( 179 ) 1,110
Insurance Solutions 126,711 ( 1,534 ) 125,177
Corporate loans of consolidated VIEs 127,620 ( 7,889 ) 119,731
Insurance Solutions including consolidated VIEs $ 254,331 $ ( 9,423 ) $ 244,908
December 31, 2024 Unpaid Principal Balance Mark to Fair Value Fair Value
Insurance Solutions
Corporate loans $ 117,823 $ ( 3,089 ) $ 114,734
Other invested assets 5,756 ( 4,813 ) 943
Insurance Solutions 123,579 ( 7,902 ) 115,677
Corporate loans of consolidated VIEs 132,194 ( 6,296 ) 125,898
Insurance Solutions including consolidated VIEs $ 255,773 $ ( 14,198 ) $ 241,575
As of December 31, 2025 and December 31, 2024, there were no loans accounted for at fair value under the FVO which were 90 days or more past-due or in non-accrual status.
The following table presents the estimated amount of gains (losses) included in earnings attributable to changes in instrument-specific credit risk on corporate loans for which the Company elected the FVO.
For the Years Ended December 31, 2025 2024
Insurance Solutions
Corporate loans $ 1,200 $ 75
Other invested assets 3,551 ( 4,253 )
Insurance Solutions $ 4,751 $ ( 4,178 )
Corporate loans of consolidated VIEs ( 915 ) ( 863 )
Insurance Solutions including consolidated VIEs $ 3,836 $ ( 5,041 )
The portion of gains and losses attributable to changes in instrument-specific credit risk is estimated by identifying loans with changes in credit ratings meeting certain criteria.
Note 10. Revenue from service contracts
The following table summarizes the Company’s revenue from service contracts for Asset Management:
Year Ended December 31,
2025 2024
Management fees $ 9,532 $ 11,131
Incentive fees 1,613 3,198
Advisory and transaction fees 798 —
Servicing fees (expense)¹
( 2,101 ) ( 2,494 )
_______________
(1) Servicing fees were a net expense for the Company as reimbursements to SCIM for certain costs and the specified investment advisory fee retained by SCIM exceeded the net economic benefit derived under the ACIF advisory agreement, for the year ended December 31, 2025, and December 31, 2024. Servicing fees are included within Administration and servicing fees in the Consolidated Statements of Operations.
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Note 11. Goodwill and intangible assets
Goodwill
The carrying amount of goodwill by reportable segment was $ 1.0 million for Asset Management as of both December 31, 2025 and December 31, 2024, which is included within “Other assets” in the Consolidated Statements of Financial Position. The carrying amount of goodwill was $ 30.2 million and $ 55.7 million for Insurance Solutions as of December 31, 2025 and December 31, 2024 respectively. The Company performed its annual goodwill impairment assessment as of October 1, 2025 for its reporting units, LTC and MYGA under Insurance Solutions. As of such date, it was noted that the carrying value of the LTC reporting unit exceeded its estimated fair value, which resulted in recording a $ 25.5 million charge to fully impair the goodwill associated with the LTC reporting unit. The excess carrying value of the LTC reporting unit was primarily driven by an increase in its net assets resulting from lower recorded long‑term care (LTC) reserves following a change in the accounting basis from IFRS to U.S. GAAP. Under U.S. GAAP, the revised reserving methodology reduced the level of recognized LTC reserves, thereby increasing the carrying value of the reporting unit. Consequently, the carrying value exceeded the estimated fair value as of the measurement date, resulting in the impairment. In contrast, the fair value of MYGA reporting unit exceeded its respective carrying value by 30.6 %.
The table below presents the changes in the carrying amount of goodwill by reporting units in Insurance Solutions for the year ended December 31, 2025 and December 31, 2024.
Reporting Unit
At December 31, 2025 MYGA LTC Total
Goodwill, gross $ 30,193 $ 25,504 $ 55,697
Accumulated impairment losses ¹
— ( 25,504 ) ( 25,504 )
Goodwill, net 30,193 — 30,193
Goodwill, net as of December 31, 2024 $ 30,193 $ 25,504 $ 55,697
Impairment losses — ( 25,504 ) ( 25,504 )
Goodwill, net as of December 31, 2025 $ 30,193 $ — $ 30,193
(1) Accumulated impairment losses include the $ 25.5 million impairment loss recognized in relation to the LTC reporting unit during the fourth quarter of 2025 and there was no impairment loss recognized during the year ended 2024.
Intangible assets
Intangible assets consist of the following as of December 31, 2025 and December 31, 2024:
December 31, 2025
Gross carrying amount Accumulated amortization Accumulated impairment Net carrying amount
Asset Management
Intangible assets — indefinite life
Investment management contracts $ 19,204 $ — $ ( 19,204 ) $ —
Profit sharing interest ¹
11,236 — ( 3,045 ) 8,191
Intangible assets — definite life
Investment management contracts 11,544 ( 8,381 ) ( 393 ) 2,770
Total intangible assets — Asset Management $ 41,984 $ ( 8,381 ) $ ( 22,642 ) $ 10,961
Insurance Solutions
Intangible assets — indefinite life
State insurance licenses 2,444 — — 2,444
Total intangible assets — Insurance Solutions $ 2,444 $ — $ — $ 2,444
_______________
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(1) On July 15, 2025, the merging of Logan Ridge Finance Corporation (“Logan Ridge”) into Portman Ridge Finance Corporation (“Portman Ridge” or “Portman”) closed, with the new combined entity renamed to BCP Investment Corporation (“BCIC”). Upon the close of this merger, the Company’s investment management agreement with Logan Ridge was terminated, resulting in an impairment loss for the full carrying amount of the investment management agreement. Upon termination of the investment management agreement with Logan Ridge, the Company acquired a profit-sharing agreement with the owner of Sierra Crest Investment Management (“SCIM”) which is the manager of BCIC, for no cash consideration. The acquisition of the profit-sharing agreement is presented as a gain that offsets the accumulated impairment loss on the Logan Ridge investment management agreement, in “Amortization and impairment of intangible assets” on the Consolidated Statements of Operations. The profit-sharing agreement was determined to be an indefinite-lived intangible asset given the Company expects SCIM to be the investment manager of BCIC indefinitely, and for the owner of SCIM to hold its equity in SCIM indefinitely. During the fourth quarter of 2025, the valuation of the profit-sharing agreement was refined for changes in assumptions, resulting in a decrease in value that was recognized as an impairment loss on the agreement.
December 31, 2024
Gross carrying amount Accumulated amortization Accumulated impairment Net carrying amount
Asset Management
Intangible assets — indefinite life
Investment management contracts $ 19,204 $ — $ — $ 19,204
Intangible assets — definite life
Investment management contracts 13,379 ( 4,808 ) ( 1,835 ) 6,736
Total intangible assets — Asset Management $ 32,583 $ ( 4,808 ) $ ( 1,835 ) $ 25,940
Insurance Solutions
Intangible assets — indefinite life
State insurance licenses 2,444 — — 2,444
Total intangible assets — Insurance Solutions $ 2,444 $ — $ — $ 2,444
The following table represents estimated intangible amortization expense as of December 31, 2025:
As of December 31, 2025
2026 $ 1,721
2027 976
2028 73
2029 —
2030 and thereafter —
Total $ 2,770
Note 12. Debt obligations
Asset Management
MLC US Holdings Credit Facility
On August 20, 2021, MLC US Holdings entered into a credit facility with a large US-based asset manager, as administrative agent and collateral agent for the lenders, whereby MLC US Holdings may borrow up to $ 25.0 million by December 31, 2021 (the “MLC US Holdings Credit Facility”). On September 19, 2022, MLC US Holdings entered into an amendment to its existing credit agreement to increase the term loan available thereunder by $ 4.5 million. The primary use of the proceeds from the amendment was to seed Opportunistic Credit Interval Fund (“OCIF”), an interval fund managed by ML Management. On May 2, 2023, MLC US Holdings entered into an amendment to the MLC US Holdings Credit Facility to increase the term loan available thereunder by an additional $ 4.5 million. The primary use of the proceeds from the May 2023 amendment was to finance the acquisition of Ovation on July 5, 2023, and other related fees and expenses. On December 17, 2024, MLC US Holdings entered into an amendment of its existing credit agreement to upsize the facility thereunder by approximately $ 13.0 million to support key business initiatives as well as for general corporate purposes and paying related transaction fees and expenses. T he MLC US Holdings Credit Facility matures on August 20, 2027.
Amounts drawn under the MLC US Holdings Credit Facility initially bore interest at London Interbank Offer Rate (“LIBOR”) plus a spread of 7.50 %. The benchmark, LIBOR, was replaced by the secured overnight financing rate (“SOFR”) upon the transition from LIBOR on May 2, 2023. Upon the most recent amendment to the MLC US Holdings Credit Facility, the credit facility bears interest based on a pricing step-down mechanism as the business continues to
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perform, which is expected to reduce the Company's cost of debt over time. Payments of principal and interest are made on each payment date, with the remaining principal outstanding and accrued but unpaid interest payable on August 20, 2027. The MLC US Holdings Credit Facility is collateralized by assets held by MLC US Holdings. The Company is a guarantor of the MLC US Holdings Credit Facility.
The December 2024 amendment to the MLC US Holdings Credit Facility was treated as a debt modification as the instruments were not substantially different since the present value of the cash flows of the modified debt were less than 10 percent different from the present value of the remaining cash flows of the original debt. In December 2024, costs paid to the lenders of $ 0.4 million were capitalized and included an original issuance discount (“OID”) and are amortized through interest expense.
On September 12, 2025, MLC US Holdings entered into a Limited Waiver and Amendment No. 5 to its Credit Agreement. The lenders waived a specified event of default arising from MLC US Holdings’ failure to satisfy the Interest Expense Coverage Ratio for the fiscal quarter ended June 30, 2025, and certain terms of the Credit Agreement were amended, including updates to defined terms and covenant calibration (such as schedules for the net leverage and interest coverage ratios and related EBITDA adjustments for the year ending December 31, 2025). The amendment also provided for an amendment fee equal to 0.25 % of the aggregate principal amount of loans outstanding immediately prior to effectiveness.
Following the waiver and amendment, the Company remained in compliance with all debt covenants for all periods presented.
Seller notes
On July 1, 2021, the Company completed the acquisition of the management contract for the investment company, Logan Ridge Finance Corporation (“Logan Ridge”), from Capitala Investment Advisors, LLC (“CIA”), through, in part, the issuance of an unsecured promissory note of $ 4.0 million, which bears no interest and was initially payable by July 1, 2025 but on June 30, 2025 was extended until November 1, 2025. The repayment amount on the maturity date will be adjusted on the initial maturity date to reflect the performance of the investment portfolio of Logan Ridge since closing and shall not be less than $ nil or more than $ 6.0 million. The Company elected to account for this note under the FVO, and remeasured the note to fair value each reporting period, with changes in fair value recognized in earnings. The note was repaid at its repayment amount of $ 0.1 million on October 31, 2025.
On October 29, 2021, the Company completed the Ability Acquisition through in part the issuance of an unsecured promissory note of $ 15.0 million, which bears interest at 5.0 % per annum and is payable by October 29, 2031.
Promissory note
On January 29, 2024, the Company raised $ 18.8 million of debt through the issuance of 18,752 Initial Debenture Units on a non-brokered private placement basis (the “Debenture Unit Offering”). Each Initial Debenture Unit consists of: (i) one 8.85 % paid-in-kind unsecured debenture of the Company, with a principal amount of $1,000 and a maturity date that is eight ( 8 ) years from the issuance thereof, and (ii) 50 common share purchase warrants of the Company, each of which was exercisable to acquire one common share of the Company at a price of C$ 2.75 Canadian Dollars (“CAD” or “C$”) per share for a period of eight ( 8 ) years, from the issuance thereof, provided that the warrants were not permitted to be exercised within the first twelve ( 12 ) months from the issuance thereof. Following the completion of the Business Combination with TURN, every 4.22 Debenture Warrants entitled the holder to receive, upon exercise, one share of the Company at a price of C$ 11.61 per share (as adjusted for the Business Combination in accordance with the provisions of a warrant indenture dated as of January 26, 2024, as supplemented by a supplemental warrant indenture dated September 12, 2025 between the Company, Legacy Mount Logan and Odyssey Trust Company).
On December 31, 2025, the Company issued an additional 2,500 unsecured debentures at a price of $1,000 per additional debenture for an aggregate purchase price of $ 2.5 million (the “Additional Initial Debentures”). The Additional Initial Debentures mature on January 25, 2032 and shall be governed by the Debenture Indenture on the same terms and conditions as the Initial Debenture Units mentioned above. There were no warrants issued with the Additional Initial Debentures.
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Debt obligations consisted of the following as of December 31, 2025 and December 31, 2024:
As of December 31, 2025 Maturity date Stated interest rate Effective interest rate Extension options Total facility Outstanding balance
MLC US Holdings Credit Facility 1
August 2027 SOFR + 7.50 %
11.8 % N/A $ 40,000 $ 38,000
Seller note — Ability Acquisition October 2031 5.0 % 5.0 % N/A 15,000 15,000
Debenture units 2
January 2032 8.5 % 8.9 % N/A 21,252 24,075
Total debt $ 76,252 $ 77,075
_______________
(1) The MLC US Holdings Credit Facility is secured by all assets and interests in assets and proceeds owned and acquired by MLC US Holdings.
(2) The warrants issued with the Initial Debenture Units are recorded in equity at fair value upon issuance and therefore are not required to be subsequently remeasured at fair value on an ongoing basis.
December 31, 2024 Maturity date Stated interest rate Effective interest rate Extension options Total facility Outstanding balance
Seller note — Capitala Acquisition 1
July 2025 — % — % N/A $ 4,000 $ 1,471
MLC US Holdings Credit Facility 2
August 2027 SOFR + 7.50 %
12.4 % N/A 40,000 40,000
Seller note — Ability Acquisition October 2031 5.0 % 5.0 % N/A 15,000 15,000
Debenture units 3
January 2032 8.5 % 8.9 % N/A 18,752 19,821
Total debt $ 77,752 $ 76,292
_______________
(1) The Company elected FVO for the Seller note – Capitala Acquisition. The following balance represents the fair value of the note as of December 31, 2024.
(2) The MLC US Holdings Credit Facility is secured by all assets and interests in assets and proceeds owned and acquired by MLC US Holdings.
(3) The warrants issued with the Initial Debenture Units are recorded in equity at fair value upon issuance and therefore are not required to be subsequently remeasured at fair value on an ongoing basis.
The scheduled principal repayments are as follows:
As of 2025
2026 $ 5,500
2027 38,500
2028 3,000
2029 3,000
2030 3,000
2031 and thereafter 24,075
$ 77,075
Transaction costs (net of amortization) ( 825 )
Total debt $ 76,250
For the year ended December 31, 2025, interest expense, including the amortization of debt issuance costs and PIK interest, was $ 7.8 million (December 31, 2024 – $ 7.0 million).
Insurance Solutions
Debt obligations
Ability has the following surplus notes outstanding as of December 31, 2025 and December 31, 2024:
As of December 31, 2025 Date issued Date of maturity Interest rate Par value Carrying value of note
Sentinel Security Life Insurance Company February, 2013 June 2028 5.00 % $ 2,250 $ 2,250
Revol One Insurance Company (formerly known as Pavonia Life Insurance Company of Michigan) August, 2023 December, 2032 10.00 % 12,000 12,000
Atlantic Coast Life Insurance Company March, 2025 March, 2033 SOFR+ 6.00 %
3,000 3,000
Total surplus notes $ 17,250 $ 17,250
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As of December 31, 2024 Date issued Date of maturity Interest rate Par value Carrying value of note
Sentinel Security Life Insurance Company February, 2013 June, 2028 5.00 % $ 2,250 $ 2,250
Revol One Insurance Company (formerly known as Pavonia Life Insurance Company of Michigan) August, 2023 December, 2032 10.00 % 12,000 12,000
Total surplus notes $ 14,250 $ 14,250
For the year ended December 31, 2025, interest paid was $ 1.3 million (December 31, 2024 - $ 1.3 million).
Refer to Note 9. Fair value measurements for fair value of financial liabilities carried at amortized cost.
The surplus notes are subordinated in right of payment of all indebtedness, policy claims, and other creditor claims. The note issued to Sentinel Security Life Insurance Company (“SSL”) had an initial maturity date of June 12, 2023; however, in the second quarter of 2023, Ability renewed the note, extending the date of maturity to June 12, 2028. On August 30, 2023, Ability, completed a private offering of $ 12.0 million aggregate principal amount of 10.0 % Surplus Notes due December 2032. On March 31, 2025, Ability, completed another private offering for an aggregate of $ 3.0 million principal amount of SOFR+ 6 % Surplus Notes with interest and principal due and payable on March 31, 2033. Payments of interest or principal shall be paid only if Ability has the required levels of statutory surplus and upon prior authorization by the Director of the Nebraska Department of Insurance.
Note 13. Deferred acquisition costs
Information regarding total deferred acquisition costs (“DAC”) for December 31, 2025 and December 31, 2024:
For the Year Ended December 31, 2025
Beginning Balance Capitalization Amortization Ending Balance
DAC:
MYGA $ 6,524 $ 3,393 $ ( 3,126 ) $ 6,791
For the Year Ended December 31, 2024
Beginning Balance Capitalization Amortization Ending Balance
DAC:
MYGA $ 6,342 $ 2,357 $ ( 2,175 ) $ 6,524
Significant methodologies and assumptions
The Company amortizes DAC related to long-duration contracts on a straight-line basis, at the individual contract level over the expected term of the related contract.
The amortization expense for DAC is included in the Amortization of deferred acquisition costs in the Consolidated Statements of Operations. The estimated future amortization expense related to DAC for the future years is as follows:
As of December 31, 2025
2026 $ 2,435
2027 2,275
2028 1,483
2029 405
2030 120
2031 and thereafter 73
Total $ 6,791
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Note 14. Future policy benefits and related reinsurance recoverable
Future policy benefits comprise substantially all obligations to insureds in the Company’s insurance operations. A summary of future policy benefits and reinsurance recoverable are presented below.
As of December 31, 2025 December 31, 2024
Reinsurance recoverable
Long term care reinsurance $ 452,254 $ 445,847
Other 4,466 4,378
Modco investments Vista¹
( 183,802 ) ( 190,771 )
Total reinsurance recoverable $ 272,918 $ 259,454
Future policy benefits
Long term care insurance $ 777,412 $ 765,155
Other 4,469 4,378
Total future policy benefits $ 781,881 $ 769,533
Funds held under reinsurance contracts
Funds held arrangement Front Street Re¹
$ 237,143 $ 239,918
_______________
(1) The Company has a coinsurance or Modco with funds withheld arrangement with its two reinsurers. The Modco agreement with Vista Re dictates that the assets held as collateral are held with the legal right of offset to the related insurance contract liabilities. Therefore, the collateral held for this agreement is netted against the reserves under this contract. The agreement with Front Street Re does not have the legal right of offset therefore the reserves are not presented net of the collateral held, instead they are in the line item “Funds held under reinsurance contracts” in the Consolidated Statements of Financial Position.
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The following tables summarize balances of and changes in future policy benefits reserves:
Years Ended December 31,
Long-term care 2025 2024
Present value of expected net premiums
Balance, beginning of year $ 306,206 $ 363,367
Beginning balance at locked-in discount rate $ 343,705 $ 405,083
Change in effect in cashflow assumptions — ( 7,514 )
Effect of actual variances from expected experience ( 9,308 ) ( 12,435 )
Adjusted balance 334,397 385,134
Interest accrual 7,051 6,611
Net premiums collected ( 43,739 ) ( 48,040 )
Effect of foreign currency — —
Ending balance at locked-in discount rate 297,709 343,705
Effect of changes in discount rate assumptions ( 24,314 ) ( 37,499 )
Balance, end of year $ 273,395 $ 306,206
Present value of Expected Future Policy Benefits
Balance, beginning of year $ 1,071,361 $ 1,170,790
Beginning balance at locked-in discount rate 1,306,356 1,388,196
Change in effect in cashflow assumptions 2,632 1,102
Effect of actual variances from expected experience 9,860 1,399
Adjusted balance 1,318,848 1,390,697
Interest accrual 28,190 23,700
Benefit payments ( 107,763 ) ( 108,041 )
Ending balance at locked-in discount rate $ 1,239,275 $ 1,306,356
Effect of changes in discount rate assumptions ( 188,468 ) ( 234,995 )
Balance, end of year $ 1,050,807 $ 1,071,361
Net future policy benefit reserves ¹
$ 777,412 $ 765,155
Less: Reinsurance recoverables, net of allowance for credit losses ²
( 452,254 ) ( 445,847 )
Net future policy benefit reserves, after reinsurance recoverables $ 325,158 $ 319,308
_______________
(1) Net future policy benefit reserves excludes $ 4.5 million and $ 4.4 million as of December 31, 2025 and December 31, 2024, respectively, of Medico assumed reserves which are 100 % ceded.
(2) Reinsurance recoverables, net of allowance for credit losses excludes $ 4.5 million and $ 4.4 million of reinsurance recoverable as of December 31, 2025 and December 31, 2024, respectively .
During 2025, the underlying cash flow assumptions were reviewed with respect to incurred claims anti-selection. The resulting assumption updates resulted in a $ 2.6 million increase in the liability for future policy benefits, mainly as a result of unfavorable claim anti-selection experience related to rate increase. The effect of actual variances from expected experience observed a $ 19.1 million increase in the liability for future policy benefits, mainly driven by the lower than expected future premium receipts and higher claims.
During 2024, the underlying cash flow assumptions were reviewed with respect to mortality, lapse, morbidity incidence and morbidity termination. The resulting assumption updates resulted in an $ 8.6 million increase in the liability for future policy benefits, mainly as a result of unfavorable mortality experience. The effect of actual variances from expected experience observed a $ 13.8 million increase in the liability for future policy benefits, mainly due to lower than expected future premium receipts and higher claims.
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The following tables provides the amount of undiscounted and discounted expected future gross premiums and expected future benefits and expenses for the LTC line of business:
Years Ended December 31, 2025 2024
Long-term care Undiscounted Discounted¹
Undiscounted Discounted¹
Expected future gross premiums $ 361,287 $ 273,395 $ 414,531 $ 306,206
Benefit payments $ 1,746,839 $ 1,050,807 $ 1,840,853 $ 1,071,361
_______________
(1) Discount was determined using the current discount rate as of December 31, 2025 and December 31, 2024.
The following table provides the weighted-average durations of and weighted-average interest rates for the liability for future policy benefits:
Year Ended December 31,
Long-term care 2025 2024
Weighted-average duration of liability (years) at current rate 10.10 10.27
Weighted-average duration of liability (years) at original rate 11.93 12.44
Weighted-average interest rate at current rate 5.04 % 5.26 %
Weighted-average interest rate at original rate 3.13 % 3.05 %
Note 15. Interest sensitive contract liabilities
The following table shows the outstanding Interest sensitive contract liabilities which represents the policyholder balances for MYGA product line:
Years Ended December 31,
2025 2024
Balance, beginning of year $ 334,876 $ 256,569
Deposits 42,996 72,818
Product charges ( 1,877 ) ( 266 )
Surrenders and withdrawals ( 19,499 ) ( 2,982 )
Benefit payments ( 8,590 ) ( 6,235 )
Interest credited 16,075 14,972
Balance at December 31, $ 363,981 $ 334,876
Weighted-average annual crediting rate 5.00 % 5.00 %
At period end:
Cash surrender value $ 337,682 $ 303,035
Net amount at risk:
In the event of death ¹
$ 363,981 $ 334,876
_______________
(1) For benefits that are payable in the event of death, the net amount at risk is generally defined as the current death benefit in excess of the current account balances at the Consolidated Statements of Financial Position date. It represents the amount of the claim that the Company would incur if death claims were filed on all contracts at the Consolidated Statements of Financial Position date.
MYGA policyholder account balances totaled $ 364.0 million and $ 334.9 million, as of December 31, 2025, and 2024, respectively. Changes in policyholder account balances are primarily attributed to deposits associated with new MYGA policies assumed of $ 43.0 million and $ 72.8 million and interest credited of $ 16.1 million and $ 15.0 million for the year ended December 31, 2025 and December 31, 2024, respectively. These increases were partially offset by surrenders, withdrawals, benefits and product charges of $ 30.0 million and $ 9.5 million for the year ended December 31, 2025 and December 31, 2024, respectively. Interest on policyholder account balances is generally credited at minimum guaranteed rates, primarily between 2 % and 7 % at both December 31, 2025 and December 31, 2024.
Note 16. Reinsurance
The Company enters into reinsurance agreements primarily as a purchaser of reinsurance for its LTC line of business and also as a provider of reinsurance for the LTC and MYGA lines of business. The Company participates in
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reinsurance activities in order to limit losses, minimize exposure to significant risks and provide additional capacity for future growth.
Under the terms of the reinsurance agreements, the reinsurer agrees to reimburse the Company for the ceded amount in the event a claim is paid. Cessions under reinsurance agreements do not discharge the Company’s obligation as the primary insurer. In the event that reinsurers do not meet their obligations under the terms of the reinsurance agreements, Reinsurance recoverable balances could become uncollectible.
Accounting for reinsurance requires extensive use of assumptions and estimates, particularly related to the future performance of the underlying business and the potential impact of counterparty credit risks.
Reinsurance recoverable
The Company reinsures its business through two reinsurers. The Company monitors ratings and evaluates the financial strength of its reinsurers by analyzing their financial statements. In addition, the reinsurance recoverable balance due from each reinsurer is evaluated as part of the overall monitoring process. Recoverability of reinsurance recoverable balances is evaluated based on these analyses. The Company uses collateral for its reinsurance recoverable with funds withheld accounts. These reinsurance recoverable balances are stated net of allowance for expected credit loss of $ 1.1 million and $ 0.8 million at December 31, 2025 and December 31, 2024, respectively. The Company had $ 456.7 million and $ 450.2 million of net ceded reinsurance recoverable at December 31, 2025 and December 31, 2024, respectively. The Company had $ 41.3 million and $ 31.1 million of unsecured Reinsurance recoverable balances at December 31, 2025 and December 31, 2024, respectively.
The amounts in the Consolidated Statements of Financial Position include the impact of reinsurance. Information regarding the significant effects of reinsurance was as follows at:
Long-term care December 31, 2025 December 31, 2024
Reinsurance recoverable
Medico Insurance Company $ 4,466 $ 4,376
Front Street Re 273,981 266,629
Vista Life and Casualty Reinsurance Co 178,273 179,220
Vista Modco Funds Withheld ( 183,802 ) ( 190,771 )
Total reinsurance recoverable $ 272,918 $ 259,454
Future policy benefits
Direct $ 673,636 $ 666,617
Reinsurance assumed 108,245 102,916
Total future policy benefits $ 781,881 $ 769,533
The amounts in the Consolidated Statements of Comprehensive Income (Loss) include the impact of reinsurance. Information regarding the significant effects of reinsurance was as follows:
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Long-term care
Years Ended December 31, 2025 2024
Net premiums
Direct premiums $ 40,993 $ 43,801
Reinsurance assumed 3,978 4,179
Reinsurance ceded ( 62,171 ) ( 63,459 )
Total net premiums $ ( 17,200 ) $ ( 15,479 )
Net policy benefit and claims (remeasurement gain on policy liabilities of $ 9,872 and $ 16,237 for the year ended December 31, 2025 and 2024, respectively)
Direct $ 70,489 $ 76,994
Reinsurance assumed 11,711 6,277
Reinsurance ceded, net of provision for credit losses ¹
( 84,422 ) ( 93,362 )
Total net policyholder benefits and claims $ ( 2,222 ) $ ( 10,091 )
_______________
(1) The provision for credit losses for reinsurance recoverables for the year ended December 31, 2025 and December 31, 2024 is $ 0.3 million, and $( 0.4 ) million, respectively.
Note 17. Other assets and Accrued expenses and other liabilities
Other assets consist of the following:
As of December 31, 2025 December 31, 2024
Asset Management
Management fee receivable - related parties $ 1,477 $ 2,113
Incentive fee receivable - related parties 405 544
Deferred tax assets — 2,296
Prepaid income taxes 693 476
Accrued interest and dividends receivable - related parties 2,996 1,909
Purchase receivables 2
2,311 —
Ovation goodwill 1,000 1,000
Operating lease right of use asset 405 560
Deferred offering costs 265 —
Prepaid insurance 553 222
Other - related parties 367 —
Other 693 59
Total other assets — Asset Management 11,165 9,179
Insurance Solutions
Accrued investment income 11,641 17,532
Receivable for investments sold ¹
— 17,045
Guaranty funds on deposit 83 99
Other 2,575 2,459
Total other assets — Insurance Solutions 14,299 37,135
Interest receivable of consolidated VIEs 955 1,048
Total other assets — Insurance Solutions including consolidated VIEs 15,254 38,183
Total other assets $ 26,419 $ 47,362
_______________
(1) Represents amounts due from third-parties for investment sales for which a cash settlement has not occurred.
(2) All purchase receivables were acquired in the fourth quarter of 2025. For the year ended December 31, 2025, there were no unrealized gains or losses nor interest income recognized in relation to these assets.
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Other liabilities and accrued expenses consist of the following:
As of December 31, 2025 December 31, 2024
Asset Management
Operating lease liabilities $ 408 $ 572
Accounts payable and accrued liabilities¹
9,107 5,097
Total accrued expenses and other liabilities — Asset Management 9,515 5,669
Insurance Solutions
Payable for investments purchased²
6,500 —
Other accrued expenses 4,010 2,995
Total accrued expenses and other liabilities — Insurance Solutions 10,510 2,995
Total accrued expenses and other liabilities $ 20,025 $ 8,664
_______________
(1) As part of its acquisition of TURN in connection with the Business Combination on September 12, 2025, the Company acquired benefit plans which TURN historically administered which provide medical and dental insurance for retirees and their spouses who, at the time of their retirement, attained certain years of service at a certain age. As of December 31, 2025, the Company had $ 0.4 million accumulated post-retirement benefit obligation. These plans were terminated prior to the acquisition date and provide medical benefits to former employees who are grandfathered under the plan’s former terms. The net periodic post-retirement benefit cost includes service cost and interest cost on the accumulated post-retirement benefit obligation. Unrecognized actuarial gains and losses will be recognized as net periodic benefit cost within general, administrative and other expenses under the Asset Management segment. Unamortized prior service cost was fully amortized prior to the acquisition date. Refer to Note 3. Business combinations for more information on the Company’s acquisition of TURN.
(2) Represents amounts owed to third-parties for investment purchases for which a cash settlement has not occurred.
Note 18. Income taxes
Current tax is the amount of income tax recoverable (payable) in respect of the taxable loss (profit) for a period. Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities for accounting and tax purposes. Deferred income tax assets and liabilities are measured at the tax rates expected to apply when temporary differences reverse. Current and deferred taxes are offset only when they are levied by the same tax authority, on the same entity or group of entities, and when there is a legal right to offset.
Income earned through the Company's foreign subsidiaries is generally taxed in the foreign country in which they operate. Prior to the Domestication (as defined below) of Legacy Mount Logan to the United States (US), Legacy Mount Logan was subject to income taxes in Canada, which included taxes on the income earned through Legacy Mount Logan's controlled US subsidiaries, but a deduction was allowed for certain US taxes paid on such income.
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The effective income tax rate reflected in the Consolidated Statements of Operations varies from the United States and Canadian tax rates of 21.0 percent and 26.5 percent for the year ended December 31, 2025 (December 31, 2024 – 21.0 percent and 26.5 percent) for the items outlined in the following table.
Years Ended December 31,
2025 2025 2024 2024
Income (loss) before taxes $ ( 58,461 ) $ ( 9,781 )
Income tax rate ¹
21.0 % 26.5 %
Income tax expense at statutory tax rate ( 12,277 ) 21.0 % ( 2,592 ) 26.5 %
State and local income taxes, net of federal (national) income tax effect 2
460 ( 0.8 ) % — — %
Foreign tax effects (Canada): —%
Statutory tax rate difference between Canada and the US ( 704 ) 1.2 % ( 104 ) 1.1 %
Nondeductible Differences 1,395 ( 2.4 ) % 1,368 ( 14.0 )%
Domestication capital gain 1
3,598 ( 6.2 ) % — — %
Partnership differences 1,205 ( 2.1 ) % — — %
Foreign accrual property income impact 786 ( 1.4 ) % 2,947 ( 30.1 )%
Net Operating Loss 3
( 3,003 ) 5.1 % — — %
Change in valuation allowances 4
13,329 ( 22.8 ) % ( 1,375 ) 14.1 %
Dividends Received Deduction ( 135 ) 0.2 % — — %
Deferred True Up ( 2,059 ) 3.5 % — — %
Other ( 209 ) 0.4 % 362 ( 3.8 )%
Income tax expense (benefit) $ 2,386 ( 4.1 ) % $ 606 ( 6.2 )%
_______________
(1) On September 12, 2025, pursuant to a Plan of Domestication, immediately prior to the Mergers, (i) Legacy Mount Logan domesticated from the Province of Ontario, Canada to the State of Delaware, (ii) immediately following step (i), Mount Logan converted to a limited liability company, and (iii) immediately following (ii), Mount Logan made an election to be treated as a corporation for U.S. federal income tax purposes (the “Domestication”). As a result of the Domestication and the completion of the Business Combination, the Company is subject to a statutory tax rate of 21% in the U.S. as compared to the 26.5% statutory Canadian corporate income tax rate applicable to Legacy Mount Logan prior to the Domestication.
(2) State taxes in Texas, California, Massachusetts, Minnesota, Georgia, New Jersey, Utah, New York and New York City make up the majority of the tax effect in this category.
(3) As a result of the Domestication, the NOL generated in Canada is not expected to provide a future tax benefit as the Company does not anticipate future taxable income or tax due in Canada.
(4) A valuation allowance has been recorded to offset certain deferred tax assets, net of amounts expected to be realized through reversal of existing deferred tax liabilities. Management concluded that, after considering reversing deferred tax liabilities, tax-planning opportunities and forecasted taxable income, the weight of evidence — including cumulative losses and Section 382 limitations on acquired loss carryforwards — indicates the remaining deferred tax assets are not more-likely-than-not to be realized. The primary drivers of the change in deferred tax assets are (i) recognition of loss and capital-loss carryforwards acquired from TURN, which are materially restricted by a Section 382 limitation, and (ii) the recognition in the current year of a taxable loss in the Asset Management segment that generated a net operating loss (and continued NOL positions in the Insurance Solutions segment), for which projected taxable income — given cumulative pre-tax losses over the prior three years — is insufficient to support utilization.
Income taxes paid
The Company’s cash paid for taxes included in the consolidated statements of cash flows consists of the following:
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Years Ended December 31,
2025 2024
US Federal $ 94 $ 500
NY State 9 84
NY City 10 82
Texas 35 —
Massachusetts 35 81
Minnesota 15 28
Georgia 18 —
Other States 54 53
Foreign 37 —
Income taxes paid $ 307 $ 828
For the year ended December 31, 2025, the Company received $ 0.3 million in tax refunds (December 31, 2024 - $ 0.1 million).
Components of income tax provision
The details of income (loss) before income taxes by jurisdiction are as follows:
Years Ended December 31,
2025 2024
United States $ ( 43,028 ) $ ( 603 )
Foreign ( 15,433 ) ( 9,178 )
Income (loss) before taxes $ ( 58,461 ) $ ( 9,781 )
The details of the income tax provision by jurisdiction are as follows:
Years Ended December 31,
2025 2024
Current tax
Federal $ ( 15 ) $ 1,547
State 68 —
Foreign 37 —
Total current tax $ 90 $ 1,547
Deferred tax
Federal $ 1,905 $ ( 941 )
State 391 —
Foreign — —
Total deferred tax $ 2,296 $ ( 941 )
Income tax expense (benefit) $ 2,386 $ 606
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Deferred tax assets and liabilities consists of the following temporary differences:
December 31, 2025 December 31, 2024
Assets
Tax benefit of loss carryforward $ 45,098 $ 20,275
Tax benefit of expenditure pools — 13,415
Deferred acquisition costs 6,198 6,009
Unrealized losses on remeasurement of investments 17,628 10,478
Other assets tax value in excess of book value 3,768 10,284
Total deferred tax assets 72,692 60,461
Valuation allowance ( 65,397 ) ( 44,604 )
Total deferred tax assets, net of valuation allowance $ 7,295 $ 15,857
Liabilities
Insurance reserves $ ( 2,686 ) $ ( 12,172 )
Other ( 4,609 ) ( 1,389 )
Total deferred tax liabilities $ ( 7,295 ) $ ( 13,561 )
Net deferred tax assets $ — $ 2,296
The Company considers its significant tax jurisdictions to include the United States and before the acquisition of TURN, Canada. The Company remains subject to income tax examination in Canada for years after 2021, and U.S. federal jurisdiction for years after 2022.
On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022 (“IRA”) which is generally effective for years beginning after December 31, 2022. Notably, the bill created a 15% corporate alternative minimum tax (“CAMT”) on corporations with three-year average financial statement income over $1 billion. The Internal Revenue Service has issued proposed regulations and multiple interim notices addressing CAMT computations, status determinations, and administrative relief; final regulations are pending. The Company has made certain interpretations and assumptions to comply with CAMT. The Company’s financial statement income is below $1 billion, therefore it is not expected that the Company would have a CAMT liability. If CAMT is paid in the future, the amount would be indefinitely available as a credit carryforward that would reduce tax in future years and would be treated as a temporary item reflected within deferred taxes. The Company has no uncertain tax positions.
As of December 31, 2025, the Company’s U.S. income tax returns for tax years 2022 through 2025 generally remain subject to examination by the applicable taxing authorities, although tax year 2021 may remain open in certain U.S. state jurisdictions. In Canada, tax years 2021 through 2025 generally remain open to examination.
The Company has reviewed and made an assessment of the potential exposure to Pillar Two income taxes. The review was generally based on the most recent information available from tax filings, country-by-country reporting and financial statements, and takes into account known changes in the group and its operations. Based on the review and assessment the Company has concluded that they do not have any potential exposure to Pillar Two income taxes.
On July 4, 2025, the One Big Beautiful Bill Act ('OBBBA') was enacted. The Company has evaluated its provisions and concluded there is no material impact on the consolidated financial statements or effective tax rate for the year ended December 31, 2025. Furthermore, no material impact is expected on future results of operations, financial condition, or cash flows. The Company will continue to monitor any guidance or regulations issued by the Treasury Department.
Note 19. Equity
Common shares
The number of shares issued and outstanding, earnings per share, additional paid-in capital, dividends paid per share and all references to share quantities of the Company have been retrospectively adjusted to reflect the Company’s existing capital structure post merger with TURN. Refer to Note 3. Business combinations for further detail.
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The Company is authorized to issue 150 million common shares, par value $ 0.001 per share. The common shares are not redeemable or convertible. Dividends are declared by the Company’s Board of Directors (the “Board”) at its discretion. Historically, the board of directors of Legacy Mount Logan has declared dividends on a quarterly basis and the amount could vary from quarter to quarter.
As of December 31, 2025, there were 12,786,770 common shares issued and outstanding (December 31, 2024 – 6,133,631 ). The Company issued 382,809 shares (net of tax) in respect of vested RSUs (inclusive of Dividend Equivalent Units (“DEUs”)), 4,101 shares in satisfaction of debt obligations owed in connection with the provision of certain consulting services, 637,880 common shares for the minority investment in Runway Growth Capital LLC (“Runway”), 122,308 common shares for the further investment in a Canadian fixed income manager, and 5,666,700 shares for the reverse acquisition of TURN during the year ended December 31, 2025. The issuances of these shares occurred for common stock in the Company both pre- and post-Business Combination. Upon the completion of the Business Combination, the outstanding common shares of Legacy Mount Logan were converted into the common shares of the Company. Subsequent to the Business Combination, the Company repurchased 160,658 common shares and cancelled one common share due to the effect of rounding upon conversion of the Company’s legacy shares to the new capital structure. The Company issued 161,877 shares (net of tax) in respect of vested RSUs (inclusive of DEUs) during the year ended December 31, 2024. There were no other transactions with shareholders for the year ended December 31, 2025 and 2024.
Preferred shares
The Company is authorized to issue 50 million preferred shares, par value $ 0.001 per share. There were no preferred shares issued or outstanding as of December 31, 2025 and December 31, 2024.
Dividends
Dividends to the Company's shareholders are recorded on the declaration date. The payment of any cash dividend to shareholders of the Company in the future will be at the discretion of the Board and will depend on, among other things, the financial condition, capital requirements and earnings of the Company, and any other factors that the Board may consider relevant.
The following table reflects the distributions declared on the common shares of the Company during the year ended December 31, 2025 and December 31, 2024:
Dividend amount per share Total dividend amount
Declaration Date Record Date Payment Date CAD USD ¹ CAD USD ¹
March 13, 2025 April 3, 2025 April 10, 2025 $ 0.08 $ 0.06 $ 573 $ 399
May 15, 2025 May 27, 2025 June 2, 2025 0.08 0.06 573 410
August 7, 2025 August 19, 2025 August 25, 2025 0.08 0.06 586 427
November 5, 2025 November 25, 2025 December 11, 2025 — 0.03 — 384
$ 1,732 $ 1,620
Dividend amount per share Total dividend amount
Declaration Date Record Date Payment Date CAD USD ¹
CAD USD ¹
March 13, 2024 March 25, 2024 April 2, 2024 $ 0.08 $ 0.06 $ 516 $ 383
May 9, 2024 May 22, 2024 May 31, 2024 0.08 0.06 516 375
August 8, 2024 November 22, 2024 November 29, 2024 0.08 0.06 516 375
November 7, 2024 November 22, 2024 November 29, 2024 0.08 0.06 518 373
$ 2,066 $ 1,506
_______________
(1) Dividends were issued and paid in CAD until the December 2025 dividend payment which was issued and paid in USD. For reporting purposes, CAD dividend amounts recorded in equity were translated to USD using the daily exchange rate on the date of declaration. Going forward, the Company expects to declare and pay dividends in USD.
Warrants
On October 19, 2018, Legacy Mount Logan announced the completion of a plan of arrangement under the provisions of the Business Corporations Act (Ontario) pursuant to which, among other things, each common share in the
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capital of Legacy Mount Logan was exchanged for one common share in the capital of the company created pursuant to the arrangement and pursuant to which Legacy Mount Logan changed its name from Marret Resource Corp. to Mount Logan Capital Inc. (the “Arrangement”). Upon closing of the Arrangement and in accordance with the terms of the Arrangement, Legacy Mount Logan issued to shareholders who made an election to acquire warrants under the Arrangement warrants to acquire an aggregate of 20,468,128 common shares of Legacy Mount Logan (the “Arrangement Warrants”). As a result of a share consolidation completed on December 3, 2019, every eight (8) Arrangement Warrants entitled the holder to receive, upon exercise, one common share of Legacy Mount Logan at a price of C$ 6.16 per common share. On September 12, 2025, the Company completed a business combination pursuant to which the businesses of Legacy Mount Logan and 180 Degree Capital Corp., a corporation organized under the laws of the State of New York (“180 Degree Capital”) were combined, and pursuant to which, among other things, each of 180 Degree Capital and Legacy Mount Logan became direct wholly-owned subsidiaries of the Company and each of the issued and outstanding shares of each of 180 Degree Capital and Legacy Mount Logan were cancelled and (other than with respect to certain excluded shares) converted into the right to receive a certain number of shares of the Company’s common stock (the “Business Combination”). Following the completion of the Business Combination, every 33.78 Arrangement Warrants entitled the holder to receive, upon exercise, one common share of the Company at a price of C$ 26.01 per share. Accordingly, as of December 31, 2025, an aggregate of up to 606,009 shares of the Company were issuable upon the exercise of the 20,468,128 outstanding Arrangement Warrants. The Arrangement Warrants expired on October 19, 2025.
Separately on January 26, 2024, Legacy Mount Logan issued 50 common share purchase warrants (each, a “Debenture Warrant”) for each of the 18,752 debenture units that were issued on a non-brokered private placement (refer to Note 12. Debt obligations for further detail). Each Debenture Warrant was exercisable to acquire one common share of Legacy Mount Logan at a price of C$ 2.75 per share for a period of eight ( 8 ) years from the issuance thereof, provided that the Debenture Warrants were not exercisable during the first twelve ( 12 ) months following the issuance. Following the completion of the Business Combination, every 4.22 Debenture Warrants entitled the holder to receive, upon exercise, one share of the Company at a price of C$ 11.61 per share (as adjusted for the Business Combination in accordance with the provisions of a warrant indenture dated as of January 26, 2024, as supplemented by a supplemental warrant indenture dated September 12, 2025 between the Company, Legacy Mount Logan and Odyssey Trust Company). Accordingly, an aggregate of up to 222,079 shares of the Company are issuable upon the exercise of the 937,600 outstanding Debenture Warrants as of December 31, 2025 (December 31, 2024 - 222,079 ).
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Accumulated other comprehensive income (loss)
Unrealized investment gains (losses) on available-for-sale securities Unrealized gains (losses) on hedging instruments Remeasurement gains (losses) on future policy benefits related to discount rate Cumulative translation adjustment Accumulated other comprehensive income (loss)
Balance at December 31, 2024 $ ( 21,318 ) $ ( 5,192 ) $ 85,409 $ ( 21,858 ) $ 37,041
Other comprehensive income (loss), before reclassifications 5,702 3,055 ( 14,122 ) — ( 5,365 )
Less: reclassification adjustments for gains (losses) realized ( 258 ) ( 1,230 ) — — ( 1,488 )
Less: Income tax expense (benefit) — — — — —
Balance at December 31, 2025 $ ( 15,358 ) $ ( 907 ) $ 71,287 $ ( 21,858 ) $ 33,164
Unrealized investment gains (losses) on available-for-sale securities Unrealized gains (losses) on hedging instruments Remeasurement gains (losses) on future policy benefits related to discount rate Cumulative translation adjustment Accumulated other comprehensive income (loss)
Balance at December 31, 2023 $ ( 28,872 ) $ — $ 77,816 $ ( 21,858 ) $ 27,086
Other comprehensive income (loss), before reclassifications 7,902 ( 5,192 ) 7,593 — 10,303
Less: reclassification adjustments for gains (losses) realized ( 348 ) — — — ( 348 )
Less: Income tax expense (benefit) — — — — —
Balance at December 31, 2024 $ ( 21,318 ) $ ( 5,192 ) $ 85,409 $ ( 21,858 ) $ 37,041
Note 20. Equity based compensation
On May 30, 2019, the Company’s shareholders approved (i) a stock option plan (the “2019 Option Plan”) and (ii) a restricted share unit plan (the “2019 RSU Plan”), which were amended and re-approved by shareholders of the Company on June 7, 2024 to, among other things, increase the rolling limit thereunder from 10 % to 15 % of the common shares then issued and outstanding. Following the approval of Legacy Mount Logan shareholders on August 22, 2025 and the closing of the Business Combination, on November 5, 2025, the Board approved and ratified the 2025 Omnibus Incentive Plan (the “2025 Plan”). The effective date of the 2025 Plan was September 12, 2025 and upon its effectiveness, the 2019 Option Plan and 2019 RSU Plan were terminated and no further awards will be granted under either the 2019 Option Plan or the 2019 RSU Plan.
As of December 31, 2025, no awards have been granted under the 2025 Plan.
There were no options or awards issued or outstanding under the 2019 Option Plan as of December 31, 2025 ( December 31, 2024 – nil )
Under the 2019 RSU Plan, RSU grants were made in the form of equity-settled awards that typically vest one-third annually beginning one year after the grant date (unless approved otherwise by the Board to vest based on specified terms over a specified period), whereby one vested RSU will be exchanged for one common share. The grant date fair value of each equity-settled RSU unit was calculated based on the grant date’s previous day closing price per common share of the Company on Cboe Canada.
The Company awarded 652,135 RSUs with a grant date fair value of $ 1.2 million during the year ended December 31, 2025. The Company awarded 1,435,700 RSUs with a grant date fair value of $ 2.1 million during the year ended December 31, 2024.
For the year ended December 31, 2025 and 2024, the Company recorded equity-based compensation expense related to RSUs awarded from profit sharing arrangements of $ 2.8 million and $ 0.6 million, respectively. On September
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12, 2025, all unvested RSUs were accelerated and fully vested due to the change in control event upon the closing of the Business Combination. As such, as of December 31, 2025, equity-based compensation expense related to RSUs had been fully recognized. The Company elected to account for forfeitures as they occurred. Expense was recognized on a straight-line basis over the life of the award.
A summary of the status of service-vesting awards granted under the RSU Plan for the year ended December 31, 2025 is presented below:
RSUs and DEUs Outstanding
RSUs Weighted average grant date fair value DEUs Weighted average grant date fair value Total
Unvested balance, January 1, 2025 1,409,780 $ 1.67 23,172 $ 1.73 1,432,952
Granted 652,135 1.69 48,516 1.75 700,651
Vested ( 1,963,099 ) 1.68 ( 68,804 ) 1.75 ( 2,031,903 )
Forfeitures ( 98,816 ) 1.57 ( 2,884 ) 1.68 ( 101,700 )
Unvested balance, December 31, 2025 — — —
Note 21. Earnings per share
Basic earnings per share is calculated by dividing net income or loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated in the same manner, with further adjustments made to reflect the dilutive impact of instruments convertible into the Company’s common shares.
The Company has granted RSUs that provide the right to receive, subject to vesting during continued employment, shares of common stock pursuant to the RSU Plan. Any dividend equivalent paid to an employee on RSUs will be returned to the Company upon forfeiture of the award by the employee. Unvested RSUs that are entitled to forfeitable dividend equivalents do not qualify as participating securities and are excluded in the Company’s basic and diluted earnings per share computations. Vested RSUs qualify as participating securities and are included in the Company’s diluted earnings per share computation.
The Company also has issued warrants which are exercisable to acquire one common share at a defined exercise price.
The following table sets forth the computation of basic and diluted income (loss) per common share for the year ended December 31, 2025 and December 31, 2024:
Years Ended December 31,
2025 2024
Basic earnings per share
Net income (loss) $ ( 60,847 ) $ ( 10,387 )
Weighted-average number of common shares outstanding 8,597,454 6,113,203
Basic earnings (loss) per share $ ( 7.08 ) $ ( 1.70 )
Diluted earnings per share
Net income (loss) $ ( 60,847 ) $ ( 10,387 )
Weighted-average number of common shares outstanding 8,597,454 6,113,203
Incremental Common Shares
Assumed exercise of warrants ¹
— —
Common shares potentially issuable ²
— —
Weighted-average number of diluted common shares outstanding 8,597,454 6,113,203
Diluted earnings (loss) per share $ ( 7.08 ) $ ( 1.70 )
________________
(1) For the years ended December 31, 2025 and 2024, both the Arrangement Warrants and debt warrants were anti-dilutive and are excluded from the calculation of diluted earnings per share.
(2) For the years ended December 31, 2025 and 2024, RSUs granted were anti-dilutive and are excluded from the calculation of diluted earnings per share.
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The following table summarizes the anti-dilutive securities that are excluded from the computation of diluted income (loss) per share:
Years Ended December 31,
2025 2024
Anti-dilutive Securities
Weighted-average number of unexcercised warrants 706,886 812,877
Weighted-average number RSUs outstanding, inclusive of DEUs 317,458 166,049
Total common shares equivalent 1,024,344 978,926
The basic and diluted weighted average number of shares issued, anti-dilutive securities, and earnings per share have been retrospectively adjusted to reflect the equivalent number of shares issued to holders of the Company post merger with TURN.
Note 22. Related parties
Servicing Agreement
On November 20, 2018, the Company entered into a servicing agreement (the “Servicing Agreement”) with BC Partners Advisors L.P. (“BCPA”). Under the terms of the Servicing Agreement, BCPA as servicing agent (the “Servicing Agent”) performs (or oversees, or arranges for, the performance of) the administrative services necessary for the operation of the Company, including, without limitation, office facilities, equipment, bookkeeping and recordkeeping services and such other services the Servicing Agent, subject to review by the Board, shall from time to time deem necessary or useful to perform its obligations under this Servicing Agreement. The Servicing Agent is authorized to enter into sub-administration agreements as determined to be necessary in order to carry out the administrative services.
Unless earlier terminated as described below, the Servicing Agreement will remain in effect from year-to-year if approved annually by (i) the vote of the Board and (ii) the vote of a majority of the Company’s directors who are not parties to the Servicing Agreement or a “related party” of the Servicing Agent, or of any of its affiliates. The Servicing Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice by the vote of the Board or by the Servicing Agent.
The Company reimburses BCPA for an allocable portion of compensation paid to the Company’s Chief Financial Officer, associated management personnel (based on a percentage of time such individuals devote, on an estimated basis, to the business affairs of the Company), and out-of-pocket expenses. While the Servicing Agent performs certain administrative functions for the Company, the management functions of the Company are wholly performed by the Company’s management team. For the year ended December 31, 2025, the Company incurred administrative fees of $ 5.9 million (December 31, 2024 – $ 3.9 million). As of December 31, 2025, administrative fees payable to BCPA was $ 1.7 million (December 31, 2024 – $ 1.2 million).
Staffing and Resource Agreement
On November 18, 2025, the Company entered into a Staffing and Resource Agreement with BCPA (the “Staffing and Resource Agreement”), pursuant to which BCPA makes available certain personnel and other resources to the Company and certain of its subsidiaries to support the Company’s investment advisory operations and related business activities. Personnel provided by BCPA are not employees of the Company. In consideration for providing staffing and other services, the Company pays BCPA a quarterly service fee calculated as a percentage of fee-earning assets under management at rates specified in the Staffing and Resource Agreement and, from time to time, equity-based compensation as mutually agreed. The Staffing and Resource Agreement has an initial one-year term and automatically renews for successive one-year periods, and may be terminated by either party on 60 days’ prior written notice or immediately in specified circumstances. For the year ended December 31, 2025, the Company incurred fees payable to BCPA under the Staffing and Resource Agreement of $ 1.0 million (December 31, 2024 – $ nil ). As of December 31, 2025, fees payable to BCPA under the Staffing and Resource Agreement was $ 1.0 million (December 31, 2024 – $nil).
Transactions with Affiliates - servicing fees
The Company, through MLC US Holdings, a wholly-owned subsidiary of the Company, provides certain administrative services to SCIM in respect of the management of Alternative Credit Income Fund (“ACIF”) in exchange for a servicing fee. Servicing fees are determined quarterly based on an amount equal to the aggregate base management fee and incentive fees received by SCIM from ACIF in respect of such quarter, net of debt servicing expense, a quarterly fee to be retained by SCIM comprised of a specified amount, and an allocable portion of the compensation of SCIM’s
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investment professionals in connection with their performance of investment advisory services for ACIF (collectively, the “Retained Benefits”). In addition, SCIM is reimbursed by MLC US Holdings quarterly for certain expenses it incurs in connection with the investment advisory services provided to ACIF. Pursuant to this arrangement, the Company receives the net economic benefit derived by SCIM under the ACIF advisory agreement, subject to the holdback of the Retained Benefits and expense reimbursements. For the year ended December 31, 2025, the Company incurred servicing fees of $ 2.1 million (December 31, 2024 – $ 2.5 million).
The Company, through MLC US Holdings, a wholly-owned subsidiary, issued a promissory note to SCIM on October 30, 2020, with a maturity of October 30, 2040. The note’s value is not to exceed $ 15 M and bears interest at 8.0 % per annum, payable quarterly, for the first 10 years. During the second 10 years outstanding, repayments of the note shall occur in equal quarterly installment payments, bearing interest at 8.0 % per annum, plus an additional 2 % annually on overdue principal. As of December 31, 2025, the outstanding principal value of the note was $ 13.6 million (December 31, 2024: $ 13.6 million). For the year ended December 31, 2025, total interest income was $ 1.1 million (December 31, 2024: $ 1.1 million). As of December 31, 2025, the total accrued interest income receivable was $ 3.0 million (December 31, 2024: $ 1.9 million).
Transactions with Affiliates - profit sharing interest
On July 15, 2025, Portman Ridge Finance Corporation (“Portman” or “Portman Ridge”) and Logan Ridge, business development companies previously managed by SCIM and ML Management, respectively, completed a merger whereby Logan Ridge merged with and into Portman (the “Portman-Logan Merger”). Pursuant to the Portman-Logan Merger, Portman was the surviving public entity and continues to be advised by SCIM, which the Company holds a minority ownership interest of 24.99 %. The Portman-Logan Merger resulted in the existing IMA between ML Management and Logan Ridge being terminated. In connection with the closing of the Portman-Logan Merger, MLCSC Holdings LLC, our wholly-owned subsidiary (“MLCSC”), entered into a Profit-Sharing Agreement with BCPSC Holdings LLC, a wholly-owned subsidiary of BCPA and the majority owner of SCIM (the “Profit-Sharing Agreement”). Pursuant to the Profit-Sharing Agreement, MLCSC is entitled to 16.03 % of BCPA’s distributions from SCIM. The value of the Profit-Sharing Agreement was determined to be $ 11.2 million at inception and subsequently refined to $ 8.2 million in the fourth quarter of 2025, and is considered an indefinite lived intangible asset. Income earned as a result of the profit sharing agreement is recorded as “Other income (loss), net” on the consolidated statement of operations. For the year ended December 31, 2025, income earned on the profit sharing agreement was $ 0.4 million (December 31, 2024: nil ).
Potential Conflicts of Interest
The Company's senior management team is comprised of substantially the same personnel as the senior management team of BCPA, and such personnel may serve in similar or other capacities for BCPA or to future investment vehicles affiliated with BC Partners. As a result, such personnel provide investment advisory services to the Company and certain investment vehicles considered affiliates of BC Partners.
Compensation of Key Management Personnel
The Company's key management personnel are those personnel who have the authority and responsibility for planning, directing and controlling the activities of the Company. Directors (both executive and non-executive) are considered key personnel. Certain directors and officers of the Company are affiliated with BCPA. For the year ended December 31, 2025, the Chief Executive Officer (“CEO”) and Co-presidents received no cash salary or bonuses of any kind. Instead, their compensation was 100 % equity-based compensation granted pursuant to the Company's security-based compensation arrangements that vest over time for services rendered. The CEO and Co-presidents had no RSUs, inclusive of DEUs outstanding as of December 31, 2025 (December 31, 2024 - 659,557 ). All remaining RSUs, inclusive of DEUs were accelerated and fully vested upon the closing of the Business Combination on September 12, 2025. There were no RSUs and 16,790 DEUs issued to the CEO and Co-presidents during the year ended December 31, 2025 (December 31, 2024 - 595,000 RSUs and 8,441 DEU). See Note 20. Equity based compensation and Note 21. Earnings per share for more information. No person or employee of the Servicing Agent or its affiliates that serves as a director of the Company receives any compensation from the Company for his or her services as a director.
Common shares held by directors and officers of the Company who are affiliated with BCPA at December 31, 2025 were 282,461 (December 31, 2024 – 190,596 ). All outstanding shares of Legacy Mount Logan were converted upon closing of the Business Combination on September 12, 2025 into the Company’s common shares. See Note 3. Business combinations for further details.
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Other Transactions with BCPA or their Affiliates
The Servicing Agent may, from time to time, pay amounts owed by the Company to third-party providers of goods or services, and the Company will subsequently reimburse the Servicing Agent for such amounts paid on its behalf. Amounts payable to the Servicing Agent are settled in the normal course of business without any formal payment terms. As of December 31, 2025, operating expenses reimbursable to BC Partners for amounts paid on behalf of the Company was $ 4.5 million (December 31, 2024 – $ 7.4 million).
The Company may, from time to time, enter into transactions in the normal course of operations with entities that are considered affiliates involved in the credit business of BCPA (“BCPA Credit Affiliates”). At December 31, 2025, Asset Management held investments with affiliates of BCPA Credit Affiliates totaling $ 25.4 million (December 31, 2024 – $ 20.9 million), and Insurance Solutions held investments with affiliates of BCPA Credit Affiliates totaling $ 20.9 million (December 31, 2024 – $ 23.7 million). On these investments, Asset Management recognized (i) interest income of $ 1.1 million for the year ended December 31, 2025 (December 31, 2024 - $ 1.1 million), (ii) earnings on equity method investments of $ 1.0 million for the year ended December 31, 2025 (December 31, 2024 - $ 0.7 million), and (iii) dividend income on equity securities of $ 0.1 million for the year ended December 31, 2025 (December 31, 2024 – $ 0.4 million). On these investments, Insurance Solutions recognized (i) interest income of $ 1.3 million for the year ended December 31, 2025 (December 31, 2024 - $ 2.4 million) and (ii) dividend income of $ 0.2 million for the year ended December 31, 2025 (December 31, 2024 - $ 0.3 million).
Further, for the year ended December 31, 2025, the Company incurred expenses of $ 7.0 million (December 31, 2024 - $ 7.2 million) to an affiliate, for third party administrative services relating to Ability for administering its long-term care block of business. As of December 31, 2025, there was a payable to this affiliate of $ 0.6 million (December 31, 2024 – $ 0.6 million).
Note 23. Segments
The Company conducts its business through two reportable segments: Asset Management and Insurance Solutions. The Company defines operating segments by type of product and business line. The Asset Management segment comprises all fee generating activities. The Insurance Solutions segment consists of two product lines within the insurance business, LTC and MYGA.
Segment information is utilized by the Company’s chief operating decision maker (“CODM”) to assess performance and to allocate resources. The Company’s Chief Executive Officer (“CEO”) is the CODM, who is also solely responsible for decisions related to the allocation of resources on a Company-wide basis.
For each segment, the CODM uses the key measure of Segment Income to allocate resources (including employees, financial or capital resources) to that segment in the annual budget and forecasting process. The performance is measured by the Company’s CODM on an unconsolidated basis because the CODM makes operating decisions and assesses the performance of each of the Company’s business segments based on financial and operating metrics and data that exclude the effects of consolidation. Each reportable segment is then responsible for managing its operating results, developing products, defining strategies for services and distributions based on the profile and needs of its business and market.
Segment Income
Segment Income is the key performance measure used by the CODM in evaluating the performance of the asset management and insurance solutions segments. The CODM uses Segment Income to make key operating decisions such as the following:
• decisions related to the allocation of resources such as staffing decisions, including hiring and locations for deployment of the new hires;
• decisions related to capital deployment such as providing capital to facilitate growth for the business and/or to facilitate expansion into new businesses; and
• decisions related to expenses, such as determining annual discretionary bonuses and equity-based compensation awards to its employees and/or service providers.
Segment Income is a measure of profitability and has certain limitations in that it does not take into account certain items included under U.S. GAAP. Segment Income is the sum of (i) Fee Related Earnings and (ii) Spread Related
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Earnings (“SRE”). Segment Income excludes the effects of the consolidation of each segment, taxes and related payables, and other items unique to deriving each segment’s performance metric as explained respectively below.
Segment Income may not be comparable to similarly titled measures used by other companies and is not a measure of performance calculated in accordance with U.S. GAAP. We use Segment Income as a measure of operating performance, not as a measure of liquidity. Segment Income should not be considered in isolation or as a substitute for net income or other income data prepared in accordance with U.S. GAAP. The use of Segment Income without consideration of related U.S. GAAP measures is not adequate due to the adjustments described above. Management compensates for these limitations by using Segment Income as a supplemental measure to U.S. GAAP results, to provide a more complete understanding of our performance as management measures it. A reconciliation of Segment Income to its most directly comparable U.S. GAAP measure of income (loss) before income tax provision can be found in this footnote.
Fee Related Earnings
Fee Related Earnings (“FRE”) is a component of Segment Income that is used to assess the performance of the Asset Management segment. FRE is the sum of (i) management fees, (ii) performance fees received from certain managed funds, (iii) advisory and transactions fees, (iv) equity investment earnings related to fee generating vehicles, (v) interest income attributable to investment management activity, and (vi) other fee-related income derived from the Company’s profit-sharing agreement over a fee-generating vehicle less (a) fee-related compensation, excluding equity-based compensation, and (b) other associated operating expenses, which excludes amortization of acquisition-related intangible assets and interest and other credit facility expenses.
FRE excludes non-fee generating revenues and expenses, transaction-related charges, equity-based compensation costs, the amortization of intangible assets, the operating results of VIEs that are included in the Consolidated Financial Statements, and any other non-recurring income and expenses. In addition, FRE excludes interest and other financing costs related to the Company not attributable to any specific segment, and corporate overhead expenses incurred to support the operations of the business rather than directly fee-related. Management considers these types of costs corporate in nature, and are included only for reconciliation purposes to income (loss) before income tax (provision) benefit.
Spread Related Earnings
SRE is a component of Segment Income that is used to assess the performance of the Insurance Solutions segment, excluding certain market volatility, which consists of investment gains (losses), other income and certain general, administrative & other expenses. For the Insurance Solutions segment, SRE equals the sum of (i) the net investment earnings on Insurance Solutions segment’s net invested assets (excluding investment earnings on funds held under reinsurance contracts and Modco agreement), less (ii) cost of funds (as described below), (iii) compensation and benefits, (iv) interest expense and (v) operating expenses.
Cost of funds includes liability costs associated with the crediting cost on MYGA liabilities as well as other liability costs. Other liability costs include DAC amortization, the cost of liabilities associated with LTC, net of reinsurance, which includes change in reserves, premiums, actual claim experience including related expenses and certain product charges related to MYGA.
The following presents financial data for the Company’s reportable segments and the reconciliation of Segment Income to Income (loss) before taxes reported in the Consolidated Statements of Operations:
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Years Ended December 31,
2025 2024
Asset Management
Management fees $ 15,575 $ 16,758
Incentive fees 1,613 3,198
Advisory and transaction fees, net 798 —
Equity investment earnings 1,023 680
Interest income¹
1,087 1,091
Other fee-related income 367 —
Fee-related compensation ( 4,962 ) ( 5,665 )
Other operating expenses:
Administration and servicing fees ( 4,313 ) ( 4,290 )
General, administrative and other ( 2,704 ) ( 2,693 )
Fee related earnings 8,484 9,079
Insurance Solutions
Net investment income and realized gain (loss), net 47,147 53,477
Cost of funds ( 32,303 ) ( 22,269 )
Compensation and benefits ( 543 ) ( 1,367 )
Interest expense ( 1,541 ) ( 1,313 )
General, administrative and other ( 12,764 ) ( 14,788 )
Spread related earnings ( 4 ) 13,740
Segment income $ 8,480 $ 22,819
Asset Management Adjustments:
Intersegment management fee eliminations ( 6,043 ) ( 5,627 )
Administration and servicing fees ²
( 2,236 ) ( 1,605 )
Transaction costs ( 9,501 ) ( 2,174 )
Compensation and benefits ²
( 1,885 ) ( 2,173 )
Equity-based compensation ( 1,476 ) ( 363 )
Amortization and impairment of intangible assets ( 14,978 ) ( 3,582 )
Interest and other credit facility expenses ( 7,810 ) ( 7,001 )
General, administrative and other ²
( 10,434 ) ( 3,787 )
Net gains (losses) from investment activities 2,021 ( 1,531 )
Dividend income 98 356
Interest income - bank interest 191 —
Other income (loss), net 335 69
Gain on acquisition 4,457 —
Insurance Solutions Adjustments: — —
Equity-based compensation ( 1,322 ) ( 211 )
Net unrealized gains (losses) from investment activities 2,424 ( 9,651 )
Other income 309 541
Intersegment management fee eliminations 6,043 5,627
General, administrative and other ³
( 1,630 ) ( 1,488 )
Impairment loss - Goodwill ( 25,504 ) —
Income (loss) before taxes $ ( 58,461 ) $ ( 9,781 )
_______________
(1) Represents interest income on a loan asset related to a fee generating vehicle.
(2) Represents corporate overhead allocated to each segment.
(3) Represents costs incurred by the insurance segment for purposes of U.S. GAAP reporting but not the day-to-day operations of the insurance company.
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The following presents financial data for the Company’s reportable segments and the reconciliation of Segment Revenue to total revenue reported in the Consolidated Statements of Operations:
Years Ended December 31,
2025 2024
Segment Revenues
Asset Management $ 20,463 $ 21,727
Insurance Solutions 47,147 53,477
Total segment revenues 67,610 75,204
Asset Management Adjustments:
Intersegment management fee eliminations ( 6,043 ) ( 5,627 )
Interest income ( 1,087 ) ( 1,091 )
Other fee-related income ( 367 ) —
Insurance Solutions Adjustments: — —
Net Premiums ( 17,200 ) ( 15,479 )
Product charges 1,877 266
Net gains (losses) from investment activities 2,424 ( 9,651 )
Other income 309 541
Intersegment management fee eliminations 6,043 5,627
Total revenues $ 53,566 $ 49,790
The following presents financial data for the Company’s reportable segments and the reconciliation of the Company’s total reportable segment assets to total assets reported in the Consolidated Statements of Financial Position:
As of December 31, 2025 December 31, 2024
Segments Assets
Asset Management $ 145,226 $ 124,377
Insurance Solutions 1,534,295 1,496,527
Total segment assets 1,679,521 1,620,904
Asset Management Adjustments:
Intersegment investments ( 71,705 ) ( 53,601 )
Intersegment receivables ( 7,098 ) ( 5,354 )
Total assets $ 1,600,718 $ 1,561,949
Note 24. Commitments and contingencies
Investment commitments
In the normal course of business, the Company may enter into commitments to fund investments, which are not reflected in the Consolidated Financial Statements. There were $ 1.4 million and $ 49.5 million of outstanding investment commitments as of December 31, 2025 for Asset Management and Insurance Solutions, respectively (December 31, 2024 – $ 1.4 million and $ 43.2 million).
In connection with the Capitala Acquisition, ML Management issued a promissory note to CIA for $ 4.0 million, which pursuant to the terms in the agreement, may have increased to $ 6.0 million, based on the maturity date asset values of a predefined list of assets held by Logan Ridge. Refer to Note 12. Debt obligations for further detail on this liability which was repaid on October 31, 2025.
Contingent liabilities and litigation
The Company may be subject to lawsuits in the normal course of business. Insurance in particular is a highly regulated industry and lawsuits related to claim payments should be expected in the normal course of business. In the Asset Management business certain types of investment vehicles, especially those offered to individual investors, may subject the Company to a variety of risks, including new and greater levels of public and regulatory scrutiny, regulation, risk of litigation and reputation risk, which could materially and adversely affect the Company. Other potential lawsuits include allegations of mis-selling in the Insurance Solutions segment, among others. The Company considers this risk to be less likely given that Ability no longer directly writes insurance policies.
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Ability at different times may receive notifications of the insolvency of various insurance companies. It is expected that such insolvencies would result in a Guaranty Fund Assessment against Ability at some future date. At this time, the Company is unable to estimate the possible amounts, if any, of such assessments as no data is available from the National Organization of Life and Health Guaranty Associations in the United States. Accordingly, the Company is unable to determine the impact, if any, that such assessments may have on its financial position or results of operations.
Ability is subject to lawsuits and regulatory actions in the normal course of business that do not arise from or directly relate to claims on insurance policies. This category of business litigation typically involves, among other things, allegations of underwriting errors or misconduct and litigation related to regulatory activity. These nonclaims litigation matters are considered when determining general expense accruals are necessary. As of December 31, 2025 there were no litigation related expense accruals. Potential legal and regulatory actions are subject to inherent uncertainties, and future events could change management’s assessment of the probability or estimated amount of potential losses from pending or threatened legal and regulatory matters. A future adverse ruling by the courts in any pending cases could have a material adverse impact on the financial condition of Ability. Based on management’s best assessment at this time, Ability is adequately reserved for these cases as of December 31, 2025.
Note 25. Capital management and regulatory requirements
The Company’s capital structure consists of equity and debt. In order to maintain or adjust the capital structure, the Company actively manages its equity as capital and may adjust the amount of debt borrowings, dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets. The Company's capital management framework takes into account the requirements of the Company as a whole as well as the needs and requirements of each of its subsidiaries. The Company’s officers and senior management are responsible for managing the Company’s capital and do so through quarterly portfolio management meetings and regular review of financial information.
As of December 31, 2025, the Company was in compliance with all financial covenants in its debt facilities. These include restrictions on the distribution capacity from MLC US Holdings to the Company.
Insurance capital requirements
Ability is subject to minimum capital and surplus requirements. Insurance companies typically operate in excess of such requirements. Failure to maintain such minimum capital will result in regulatory actions, including in certain circumstances regulatory takeover of the insurance company.
Ability is subject to risk based capital (“RBC”) standards and other minimum capital and surplus requirements imposed by state laws. Regulatory capital requirements for Ability are determined in accordance with statutory requirements of the Nebraska Department of Insurance. The RBC requirement is a statutory minimum level of capital that is based on multiple factors including: an insurance company's size, and the inherent riskiness of its financial assets, liabilities and operations. That is, the company must hold capital in proportion to its risk. The RBC formula is intended to measure the adequacy of the insurance company’s statutory surplus in relation to the risks inherent in its business. The RBC formula requires higher surplus in relation to items deemed to have higher risk. Regulatory action is triggered beginning at 200% RBC and below. The minimum RBC ratio for Ability is 200% and Ability must have a ratio in excess of 300% to be able to reinsure new business. Ability’s RBC ratio is tested annually at the end of Ability’s financial year and estimated on a quarterly basis. When calculated at December 31, 2025 it was 501 % which was in excess of the minimum requirement. From time to time during a particular financial year, Ability may take steps to increase its RBC ratio to ensure it remains above the minimum requirement or exceeds the ratio required to write new business, which steps may include, among other things, securing additional funding. Ability’s minimum capital requirements do not require a minimum level of cash to be held. Ability does not have to include cash as part of its regulatory capital provided the minimum capital requirements are satisfied.
Insurance subsidiary dividend restrictions
Ability’s statutory statements are presented on the basis of accounting practices determined by the Nebraska Department of Insurance (“NEDOI”). The NEDOI recognizes only permits and/or prescribes certain statutory accounting practices determining and reporting the financial condition and results of operations of an insurance company and for determining its solvency under insurance law. The amount of dividends that Ability may pay in a twelve-month period, without prior approval by Ability, is restricted by the laws of Nebraska.
Under Nebraska law, dividends payable from Ability's unassigned funds during any twelve-month period without prior approval of the state’s Insurance Director are limited to the greater of 10% of Ability’s surplus as shown on the immediately preceding calendar year’s statutory financial statement on file with the NEDOI or 100% net gain from
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operations for the prior calendar year. Any dividend in excess of such limitation must be approved by the Insurance Director. Based on these restrictions, Ability could not pay any dividends to its parent absent regulatory approval as of each of December 31, 2025 and December 31, 2024.
Note 26. Concentration of Risks
Our current operations subject us to the following concentrations of risk:
Insurance Solutions
Historically, we have assumed our MYGA products, which is a part of our insurance operations, from two insurance companies, ACL and SSL. We have made a decision to no longer assume business from ACL and SSL as of June 30, 2024. However, the Company will continue to earn investment income from the cash proceeds of the existing MYGA contracts and the holders will continue to be a diversified base of numerous individuals. Effective March 31, 2025, Ability entered a new reinsurance treaty for additional MYGA with National Security Group (“NSG”), further diversifying its reinsurance partners.
Certain concentrations of credit risk related to reinsurance recoverable exist with the insurance organizations listed in the table below:
As of December 31, 2025 A.M. Best credit rating Net reinsurance
recoverable 1
Funds withheld payable Net reinsurance credit exposure
Medico Insurance Company A $ 4,466 $ — $ 4,466
Front Street Re Not Rated 273,981 237,143 36,838
Vista Life and Casualty Reinsurance Co Not Rated 178,273 183,802 0
Total $ 456,720 $ 420,945 $ 41,304
As of December 31, 2024 A.M. Best credit rating Net reinsurance
recoverable 1
Funds withheld payable Net reinsurance credit exposure
Medico Insurance Company A $ 4,376 $ — $ 4,376
Front Street Re Not Rated 266,629 239,918 26,711
Vista Life and Casualty Reinsurance Co Not Rated 179,220 190,771 —
Total $ 450,225 $ 430,689 $ 31,087
_______________
(1) Includes credit loss allowance of $ 1.1 million and $ 0.8 million as of December 31, 2025 and December 31, 2024, respectively, held against reinsurance recoverable.
Further, our Insurance Solutions segment has the following investment concentration risk:
As of December 31, 2025
Fair value % of total
Insurance Solutions
United States $ 688,545 72 %
Cayman Islands 207,034 22 %
Other¹
61,229 6 %
Total insurance solutions 956,808 100 %
Insurance Solutions consolidated VIEs
United States 111,781 93 %
Other²
8,899 7 %
Total insurance solutions consolidated VIEs 120,680 100 %
Total $ 1,077,488
_______________
(1) Other consists of nominal investments primarily in Bermuda, Canada, Cayman Islands and United Kingdom.
(2) Other consists of nominal investments primarily in Ireland and Canada.
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As of December 31, 2024
Fair value % of total
Insurance Solutions
United States $ 643,438 70 %
Canada 6,579 1 %
Other¹
265,539 29 %
Total insurance solutions 915,556 100 %
Insurance Solutions consolidated VIEs
United States 120,144 95 %
Canada 1,075 1 %
Other 4,679 4 %
Total insurance solutions consolidated VIEs 125,898 100 %
Total $ 1,041,454
_______________
(1) Other consists of nominal investments primarily in Cayman Islands, Bermuda, and United Kingdom.
The Asset Management segment does not have meaningful investment concentration risk.
Note 27. Subsequent events
Management of the Company has evaluated subsequent events through the date these financial statements were issued. Based upon this evaluation, management has determined there were no items requiring adjustment of the financial statements. Management does note the following:
On January 1, 2026, the Company’s office lease for Ovation, a fully owned subsidiary of ML Management, was transferred to BC Partners. Refer to Note 17. Other assets and Accrued expenses and other liabilities for details on the right of use asset and lease liabilities associated with this operating lease.
On January 26, 2026, the Company closed its debt offering of $ 40 million in aggregate principal amount of senior unsecured notes (“the Notes”). The Notes will mature on January 31, 2031, and may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after January 31, 2028. The Notes bear interest at a rate of 8.00 % per year, payable quarterly, with the first interest payment occurring on April 30, 2026.
On February 2, 2026, the Company’s offer to purchase for cash up to $ 15 million of its shares of common stock, $ 0.001 par value, at a fixed price of $ 9.43 per share (the “Tender Offer”) expired. The Tender Offer was oversubscribed. In accordance with the terms and conditions of the Tender Offer and based on the final count by Odyssey Transfer and Trust Company, the Depositary for the Offer, the Company accepted for payment an aggregate 1,590,601 shares of the Company’s common stock, adjusted to avoid the purchase of fractional shares, at a purchase price of $ 9.43 per share, for an aggregate cost of approximately $ 15 million, excluding fees and expenses relating to the Tender Offer. The Company accepted the shares on a pro rata basis. The shares purchased represent approximately 12 % of the Company’s common stock issued and outstanding as of February 2, 2026.
On February 23, 2026, the Company announced the board of directors’ approval of a $ 10.0 million share repurchase program through December 31, 2027 (the “Share Repurchase Program”). Under the Share Repurchase Program, repurchases may be made from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions, or by other means in accordance with applicable securities laws and subject to market conditions and other factors. The size and timing of any repurchases will be determined by the Company at its discretion and will depend on factors including, but not limited to, prevailing stock prices, general economic and market conditions, along with other considerations. The program does not obligate the Company to repurchase any specific amount of Common Stock and may be suspended or discontinued at any time.
On February 24, 2026, BC Partners Lending Corporation (“BCPL”) and Alternative Credit Income Fund (“ACIF”) announced that they have entered into an agreement under which ACIF will merge with and into BCPL (the “Proposed Merger”), subject to approval by ACIF shareholders and the satisfaction of other closing conditions. Given the Proposed Merger is still subject to approval, there is no impact to the Consolidated Financial Statements.
On March 5, 2026, the Board declared a cash dividend in the amount of $ 0.03 per common share to be paid on April 15, 2026 to shareholders of record on March 30, 2026.
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On March 18, 2026, Opportunistic Credit Interval Fund (“OCIF”), a fund managed by ML Management, entered into definitive agreements to acquire the assets of Yieldstreet Alternative Income Fund (“YS AIF”) (the “Asset Acquisition”). In connection with the Asset Acquisition, ML Management entered into a Transaction Services Agreement with Willow Asset Management LLC (“Willow”), the advisor of YS AIF, pursuant to which Willow will provide access to books and records of YS AIF, certain transition services and licenses in exchange for aggregate consideration of up to $ 5 million, payable in cash and shares of the Company’s common stock. The transaction is expected to close in the third quarter of 2026, subject to regulatory and YS AIF shareholder approvals. Given the transaction is still subject to approvals, there is no impact to the Consolidated Financial Statements.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.