GREENLIGHT CAPITAL RE LTD

Unless otherwise indicated or unless the context otherwise requires, all references in this Form 10-K to “the Company,” “we,” “us,” “our,” and similar expressions are references to Greenlight Capital Re, Ltd. and its consolidated subsidiaries. Unless otherwise indicated or unless the context otherwise requires, all references in this Annual Report to entity names are as set forth in the following table:

We have included a Glossary of Selected Reinsurance Terms at the end of “Part I, Item 1. Business” of this Form 10-K.

All dollar amounts referred to in this Form 10-K are in U.S. dollars unless otherwise indicated. Tabular dollars are presented in thousands, with the exception of per share amounts or as otherwise noted. Due to rounding, numbers presented in the tables included in this Form 10-K may not add up precisely to the totals provided.

Additionally, we disclosed Non-GAAP financial measures in this Form 10-K. Refer to “Part II, Item 7, Management Discussion and Analysis -Key Financial Measures and Non-GAAP Measures” for further details.

Company Overview

Established in 2004, we are a global specialty property and casualty (“P&C”) reinsurer headquartered in the Cayman Islands and listed on NASDAQ (ticker: GLRE). We believe we have a reinsurance and investment strategy that differentiates us from most of our competitors. We conduct our operations principally through two licensed and regulated entities: Greenlight Re, based in Grand Cayman, Cayman Islands, and GRIL, based in Dublin, Ireland, in addition to our Lloyd’s platform, Syndicate 3456. Greenlight Re provides multi-line property and casualty reinsurance globally, while GRIL focuses mainly on specialty business. Further, since 2018, we have operated an Innovations business unit to support innovative, technology-driven insurance partners, both in the form of seed capital and reinsurance capacity.

The London market specialty business is central to our underwriting portfolio. In 2020, we established a UK marketing Company, Greenlight Re UK, to increase our London market presence. On January 1, 2023, we acquired a Lloyd’s corporate member, GCM, that provides underwriting capacity for various syndicates (including Syndicate 3456) that underwrite general insurance and reinsurance business at Lloyd’s. Prior to acquiring GCM, we sourced our Funds at Lloyd’s (“FAL”) business through the same corporate member. The ownership of GCM complements our Syndicate 3456 and provides us more control over the FAL business.

Our goal is to build long-term shareholder value by providing risk management products and services to the insurance, reinsurance, and other risk marketplaces. We focus on delivering risk solutions to clients and brokers who value our expertise, analytics, and customer service offerings, while complementing our underwriting activities with a non-traditional investment approach designed to achieve higher rates of return over the long term than reinsurance companies that exclusively employ more traditional investment strategies.

Effective January 1, 2024, we hired a new Chief Executive Officer (“CEO”) who undertook a deep review of our business strategies, in addition to meeting key brokers, major clients and Innovations partners. While this has not resulted in any material change to the Company’s strategic direction; this has led to making some changes to the leadership team with the appointment of a Group Chief Underwriting Officer (“Group CUO”) and Group Chief Operating Officer (“Group COO”) during 2024 in order to more effectively manage the Company’s operations and anticipated business growth.

Building from our strong performance in 2023, we grew our reinsurance business by 9.7% in gross premiums written during 2024 while maintaining a strong financial position and liquidity. Additionally, A.M. Best Company, Inc. (“A.M. Best”) revised our outlook to positive from stable for our principal operating subsidiaries in October 2024. We are rated A- (Excellent) by A.M. Best. At December 31, 2024, we had $2.0 billion of total assets and $0.6 billion of shareholders’ equity, with a debt-to-capital ratio of 9.5%.

Company Capital Stock

We have one class of common stock, our ordinary shares. Each ordinary share is entitled to one vote per share. However, except upon unanimous consent of our Board pursuant to Section 11(1)(c) of our Fourth Amended and Restated Memorandum and Articles of Association (the “Articles”), no holder is permitted to acquire an amount of shares which would cause any person to own (directly, indirectly or constructively under applicable United States tax attribution and constructive ownership rules) 9.9% or more of the total voting power of the total issued and outstanding ordinary shares. In connection with certain proposals that passed at our 2023 AGM relating to the elimination of our former dual-class share structure, our Board consented pursuant to Section 11(1)(c) of the Articles to David Einhorn beneficially owning more than 9.9% of the total voting power of the total issued and outstanding ordinary shares, up to the amount of ordinary shares beneficially owned by David Einhorn at the time of the consent (i.e., 6,254,715 ordinary shares, which represents 18.0% of the outstanding ordinary shares as of December 31, 2024). David Einhorn is the Chairman of the Company’s Board of Directors and the President of Greenlight Capital, Inc.(see"Investments” in this Item 1).

Business Strategy

We continue to prioritize long-term growth in diluted book value per share as our primary financial metric in measuring the Company’s performance. The five-year compound annual growth for our diluted book value per share was 8.2% at December 31, 2024. We also measure our short and long-term underwriting performance based on our net underwriting income. We have incorporated these two key performance metrics in our incentive compensation plan to align employee and shareholder interests.

Our business is comprised of the following three strategic pillars:

Open Market Underwriting Strategy:

We strive to grow our diverse book of business by responding timely to changing market conditions, prudently managing our chosen lines of business, and driving sustainable shareholder returns.

We offer a diverse range of risk management products and services across market segments and geographies. Our small scale, relative to our global competitors, enables us to be more agile in allocating capacity to the most promising risks and classes. We write business on a non-proportional (or excess of loss) and proportional basis (also known as pro rata reinsurance, quota share reinsurance or participating reinsurance) across a range of classes in the property and casualty market. Our underwriting approach varies by class and type of opportunity:

•Where our expertise is sufficient to evaluate the risk thoroughly, we will generally seek to participate in syndicated placements negotiated and priced by another party that we judge to have market-leading expertise in the class or as a quota share retrocessionaire of a market-leading reinsurer; and

•Where we have domain-specific expertise and a high level of market access, we may seek to act as the lead underwriter to achieve greater influence in negotiating pricing, terms, and conditions.

Further, the size and diversification of our underwriting portfolio will vary based on our perception of the opportunities available in each line of business at each point in time. As our focus on certain lines fluctuates based on market conditions, we may only offer or underwrite a limited number of lines in any given period. We seek to:

•mitigate underwriting volatility over the long term by focusing on short and medium tail risk;

•target markets and lines of business where we believe an appropriate risk/reward profile exists;

•attract and retain clients with expertise in their respective lines of business;

•employ strict underwriting discipline; and

•select reinsurance opportunities with anticipated favorable returns on capital.

Innovations Investments and Underwriting Strategy:

Since 2018, we have been making strategic capital investments in startup companies and managing general agents (“MGAs”). In addition to the potential for higher investment returns over the long term, this also strategically positions us for long-term access to a stream of attractive underwriting opportunities directly with our investees, coupled with new sources of fee income through our insurance and reinsurance platforms. For many of our strategic investments, we have observer rights with the investee’s Board of Directors, providing us with high-level transparency over the investee’s business performance.

To capitalize on global opportunities, in 2022 we created Syndicate 3456, a Lloyd’s syndicate-in-a-box, with a Lloyd’s A+ financial strength rating (see Ratings below). Greenlight Re is the sole capital provider for Syndicate 3456. Further, in late 2023, we incorporated Viridis Re as an exempted segregated portfolio company (“SPC”) in the Cayman Islands. Through segregated portfolios of Viridis Re, we offer a turn-key “captive-as-a-service” alternative for current and future strategic partners, which we believe provides a more cost-effective insurance and reinsurance solution, quicker “go to market” alternative, and shared risk taking and resources opportunities.

From 2022 to 2024, we have expanded our Innovations business, with gross premiums written rising from $50.7 million to $94.7 million (see “Reportable Segments" within this Item 1. Business). As a result of building a strong reputation and brand in the insurtech industry in recent years, we continued to grow our pipeline opportunities during 2024, positioning us for further growth in the foreseeable future. Moreover, during 2024 some of our peers have expressed an interest in participating in our Innovations underwriting portfolio. This has led us to placing a whole-account retrocession program with them, in which we agreed to cede 28% of Innovations-related contracts incepting in the fourth quarter of 2024 in return for a modest override commission income. This strategic initiative enables us to grow our share in promising businesses while not being capital constrained. As result, we can provide greater reinsurance capacity to the startup companies and MGAs (mainly in the insurtech industry) and be meaningful to our partners. This also positions us well for further portfolio diversification and profitable growth within the Innovations segment.

Value-Oriented Investment Strategy:

Our value-oriented investment strategy, managed through Solasglas, is designed to maximize returns over the long term while minimizing the risk of capital loss. Unlike the investment strategies of many of our competitors, which invest primarily in fixed-income securities either directly or through fixed-fee arrangements with one or more investment managers, our investment strategy is focused mainly on long and short positions, primarily in publicly-traded equity and corporate debt instruments. See “Investments” within this Item 1. Business for further information.