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GREENLIGHT CAPITAL RE, LTD.

For the period ended Jun 30, 2025. Filed Aug 4, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 4, 2025

GLRE$16.37+1.5%Stored close · as of Nov 10, 2026

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Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2025 (unaudited) and December 31, 2024

(expressed in thousands of U.S. dollars, except per share and share amounts)

June 30, 2025December 31, 2024
Assets
Investments
Investment in related party investment fund, at fair value$461,265$387,144
Other investments76,03673,160
Total investments537,301460,304
Cash and cash equivalents82,36264,685
Restricted cash and cash equivalents576,698584,402
Reinsurance balances receivable (Note 15)755,296704,483
Loss and loss adjustment expenses recoverable (Note 8)93,97185,790
Deferred acquisition costs98,81682,249
Unearned premiums ceded36,62329,545
Other assets6,9574,765
Total assets$2,188,024$2,016,223
Liabilities and equity
Liabilities
Loss and loss adjustment expense reserves$944,985$860,969
Unearned premium reserves383,424324,551
Reinsurance balances payable106,103105,892
Funds withheld22,57721,878
Other liabilities8,7286,305
Debt58,88960,749
Total liabilities1,524,7061,380,344
Commitments and Contingencies (Note 15)
Shareholders' equity
Preferred share capital (par value $0.10; none issued)——
Ordinary share capital (par value $0.10; issued and outstanding, 34,198,153) (2024: par value $0.10; issued and outstanding, 34,831,324)3,4203,483
Additional paid-in capital479,097481,551
Retained earnings180,801150,845
Total shareholders' equity663,318635,879
Total liabilities and equity$2,188,024$2,016,223

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the three and six months ended June 30, 2025 and 2024

(expressed in thousands of U.S. dollars, except per share and share amounts)

Three months ended June 30Six months ended June 30
2025202420252024
Revenues
Gross premiums written$179,628$168,975$427,573$386,233
Gross premiums ceded(15,101)(14,832)(43,649)(38,013)
Net premiums written164,527154,143383,924348,220
Change in net unearned premium reserves(2,886)4,255(53,820)(28,286)
Net premiums earned161,641158,398330,104319,934
Income (loss) from investment in related party investment fund (Note 3)(18,276)4,33013,92122,578
Net investment income10,47010,94818,75724,126
Foreign exchange gains (losses)6,271(932)10,626(2,581)
Other income—2,119—2,119
Total revenues160,106174,863373,408366,176
Expenses
Net loss and loss adjustment expenses incurred100,079102,033222,963211,359
Acquisition costs46,84850,45493,71492,064
Underwriting expenses6,4815,81112,83912,150
Corporate and other expenses4,7554,7069,4279,081
Deposit interest expense1241,8862732,762
Interest expense1,1441,5602,6082,809
Total expenses159,431166,450341,824330,225
Income before income tax6758,41331,58435,951
Income tax expense(346)(435)(1,628)(954)
Net income$329$7,978$29,956$34,997
Earnings per share ("EPS"):
Basic$0.01$0.23$0.88$1.02
Diluted$0.01$0.23$0.87$1.01
Weighted average number of ordinary shares used in the determination of EPS:
Basic33,969,71634,238,86333,960,64334,255,454
Diluted34,423,67934,699,18234,479,35134,679,325

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the three and six months ended June 30, 2025 and 2024

(expressed in thousands of U.S. dollars)

Three months ended June 30Six months ended June 30
2025202420252024
Ordinary share capital
Balance - beginning of period$3,456$3,532$3,483$3,534
Forfeited shares, net of issued shares——(27)(2)
Repurchase of ordinary shares(36)—(36)—
Balance - end of period3,4203,5323,4203,532
Additional paid-in capital
Balance - beginning of period482,876485,878481,551484,532
Repurchase of ordinary shares(4,964)—(4,964)—
Share-based compensation expense1,1851,5842,5102,930
Balance - end of period479,097487,462479,097487,462
Retained earnings
Balance - beginning of period180,472135,048150,845108,029
Net income3297,97829,95634,997
Balance - end of period180,801143,026180,801143,026
Total shareholders' equity$663,318$634,020$663,318$634,020

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six months ended June 30, 2025 and 2024

(expressed in thousands of U.S. dollars)

Six months ended June 30
20252024
Cash flows from operating activities
Net income$29,956$34,997
Adjustments to reconcile net income or loss to net cash provided by operating activities:
Income from investments in related party investment fund(13,921)(22,578)
Net realized and unrealized losses (gains) on other investments(144)324
Net realized and unrealized losses (gains) on derivatives26(565)
Share-based compensation expense2,4832,928
Accretion of debt offering costs, net of change in interest accruals15190
Net change in:
Reinsurance balances receivable(50,813)(67,342)
Loss and loss adjustment expenses recoverable(8,181)(32,960)
Deferred acquisition costs(16,567)(3,349)
Unearned premiums ceded(7,078)(10,923)
Loss and loss adjustment expense reserves84,01691,203
Unearned premium reserves58,87342,705
Reinsurance balances payable2117,270
Funds withheld699977
Other items, net(756)(2,208)
Net cash provided by operating activities78,81940,669
Cash flows from investing activities
Proceeds from redemptions of investment in Solasglas14,000—
Contributions to investment in Solasglas(74,200)(70,000)
Purchases of other investments(2,737)(414)
Proceeds on disposal of other investments5168
Net cash used in investing activities(62,932)(70,246)
Cash flows from financing activities
Repayment of Term Loans(1,875)(11,876)
Repurchase of ordinary shares(5,000)—
Net cash used in financing activities(6,875)(11,876)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash961(107)
Increase (decrease) in cash, cash equivalents and restricted cash9,973(41,560)
Cash, cash equivalents and restricted cash at beginning of the period649,087655,730
Cash, cash equivalents and restricted cash at end of the period$659,060$614,170
Supplementary information:
Interest paid in cash$2,535$3,315
Income tax paid in cash44153

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

  1. ORGANIZATION AND BASIS OF PRESENTATION

Organization

Greenlight Capital Re, Ltd. (“GLRE” and, together with its wholly-owned subsidiaries, the “Company”) was incorporated as an exempted company under the Companies Law of the Cayman Islands on July 13, 2004. The Company is a global specialty property and casualty reinsurer headquartered in the Cayman Islands. The ordinary shares of GLRE are listed on Nasdaq Global Select Market under the symbol “GLRE.”

Basis of Presentation

These unaudited condensed consolidated financial statements (the “financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the U.S. Securities and Exchange Commission’s (“SEC”) instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s 2024 Form 10-K. The financial statements include the accounts of GLRE and the consolidated financial statements of its wholly-owned subsidiaries and all significant intercompany transactions and balances have been eliminated on consolidation.

In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position and results of operations as at the end of and for the periods presented. The results of operations for any interim period are not necessarily indicative of the results for a full year.

Tabular dollars are in thousands, with the exception of per share amounts or otherwise noted. All amounts are reported in U.S. dollars.

Reclassifications

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

The Company has reported separately “Underwriting expenses” from “Corporate and other expenses” in the condensed consolidated statements of operations, which were previously combined and reported as “General and administrative expenses”. This resulted in no change to the previously reported total expenses or net income.

The Company has reclassified investment-related income from Lloyd’s syndicates, which was previously presented in the condensed consolidated statements of operations under the caption “Other income, net”, to “Net investment income”. This resulted in no change to the previously reported total revenues or net income.

During 2025, the Company updated its definition of CAT event loss to be any individual CAT loss in excess of $5 million, net of reinsurance recoveries. For the various U.S. tornadoes (including severe convective storms), the Company has aggregated these and reported the total as CAT loss in Note 7 and under the “Corporate” column in the segment reporting tables in Note 16. Accordingly, the comparative prior year CAT loss disclosures have been recast to conform with this change.

  1. SIGNIFICANT ACCOUNTING POLICIES

There were no material changes to the Company’s significant accounting policies subsequent to its 2024 Form 10-K.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, FASB issued ASU 2023-09, Income Taxes Topic (740) - Improvements to Income Tax Disclosures, which provides more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. While early adoption is permitted, a public company should apply the amendments prospectively. This ASU is effective for the Company’s 2025 year-end financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). This ASU 2024-03 requires more detailed disclosures about the type of expenses (including purchases of inventory, employee compensation, and depreciation / amortization) in commonly presented expense captions in the consolidated income statements (e.g. cost of sales, general and administrative expenses, and research and development). ASU 2024-03 is effective for public business entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years after December 15, 2027. Early adoption is permitted.

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

  1. INVESTMENT IN RELATED PARTY INVESTMENT FUND

The Company’s maximum exposure to loss relating to Solasglas Investments, LP (“Solasglas”) is limited to GLRE's share of Partners’ capital in Solasglas. At June 30, 2025, GLRE’s share of Partners’ capital in Solasglas was $461.3 million (December 31, 2024: $387.1 million), representing 79.7% (December 31, 2024:77.9%) of Solasglas’ total net assets. DME Advisors II, LLC held the remaining 20.3% (December 31, 2024:22.1%) of Solasglas’ total net assets.

The Company’s share of the net increase in Partner’s capital for the six months ended June 30, 2025 was $13.9 million (six months ended June 30, 2024: a net increase of $22.6 million), as shown in the caption “Income (loss) from investment in related party investment fund” in the Company’s condensed consolidated statements of operations.

The summarized financial statements of Solasglas are presented below.

Summarized Statements of Financial Condition of Solasglas Investments, LP

June 30, 2025December 31, 2024
Assets
Investments, at fair value$569,600$504,828
Derivative contracts, at fair value25,0548,925
Due from brokers382,603188,296
Cash and cash equivalents—40,354
Interest and dividends receivable4011,536
Total assets977,658743,939
Liabilities and partners’ capital
Liabilities
Investments sold short, at fair value(385,614)(234,977)
Derivative contracts, at fair value(11,337)(4,452)
Capital withdrawals payable(50)(4,000)
Due to brokers(85)—
Interest and dividends payable(1,437)(3,218)
Accrued expenses and other liabilities(350)(180)
Total liabilities(398,873)(246,827)
Partners' capital$578,785$497,112
GLRE’s share of Partners' capital$461,265$387,144

Summarized Statements of Operations of Solasglas Investments, LP

Three months ended June 30Six months ended June 30
2025202420252024
Investment income
Dividend income (net of withholding taxes)$2,687$941$4,177$1,772
Interest income4,8222,1488,4496,500
Total Investment income7,5093,08912,6268,272
Expenses
Management fee(1,756)(1,408)(3,486)(2,731)
Interest(3,770)(736)(5,471)(2,070)
Dividends(916)(731)(1,677)(1,435)
Research and operating(486)(335)(971)(659)
Total expenses(6,928)(3,210)(11,605)(6,895)
Net investment income (loss)581(121)1,0211,377
Realized and change in unrealized gains (losses)
Net realized gain36,58420,08555,68963,030
Net change in unrealized appreciation (depreciation)(62,256)(13,138)(35,238)(29,383)
Net gain (loss) on investment transactions(25,672)6,94720,45133,647
Net increase (decrease) in Partners' capital (1)$(25,091)$6,826$21,472$35,024
GLRE’s share of the increase (decrease) in Partners' capital$(18,276)$4,330$13,921$22,578

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

Three months ended June 30Six months ended June 30
2025202420252024
Management fees$1,756$1,408$3,486$2,731
Performance allocation(2,031)4811,5472,509
Total$(275)$1,889$5,033$5,240
  1. OTHER INVESTMENTS

At June 30, 2025, the breakdown of the Company’s other investments was as follows:

CostUnrealizedgainsUnrealizedlossesAccrued interestFair value / carrying value
Private investments and unlisted equities$30,476$52,808$(8,912)$—$74,372
Debt and convertible debt securities3,084—(1,499)791,664
Total other investments$33,560$52,808$(10,411)$79$76,036

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

CostUnrealizedgainsUnrealizedlossesAccrued interestFair value / carrying value
Private investments and unlisted equities$28,111$51,076$(7,320)$—$71,867
Debt and convertible debt securities2,713—(1,510)901,293
Total other investments$30,824$51,076$(8,830)$90$73,160

The following table presents the carrying values of the private investments and unlisted equity securities carried under the measurement alternative at June 30, 2025 and 2024, and the related adjustments recorded during the periods then ended.

20252024
Carrying value (1)$74,372$71,866
Upward carrying value changes (2)$1,747$501
Downward carrying value changes and impairment (3)$(1,597)$(114)

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

(2)The cumulative upward carrying value changes from inception to June 30, 2025, totaled $55.2 million.

(3) The cumulative downward carrying value changes and impairments from inception to June 30, 2025, totaled $11.3 million.

Net investment income

The following table summarizes the change in unrealized gains (losses) and the realized gains (losses) for the Company’s other investments, which are included in “Net investment income” in the condensed consolidated statements of operations (see Note 13):

Three months ended June 30Six months ended June 30
2025202420252024
Gross realized gains$—$—$5$—
Gross realized losses———(1,332)
Net realized gains (losses)$—$—$5$(1,332)
Change in unrealized gains33891391,008
Net realized and unrealized gains (losses) on other investments$33$89$144$(324)
  1. RESTRICTED CASH AND CASH EQUIVALENTS

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

June 30, 2025December 31, 2024
Restricted cash and cash equivalents:
Cash securing trust accounts$253,125$256,796
Cash securing letters of credit issued307,463312,855
Cash securing Loan Facility10,00010,000
Other6,1104,751
Total restricted cash and cash equivalents576,698584,402
Cash and cash equivalents82,36264,685
Total cash, cash equivalents, and restricted cash$659,060$649,087
  1. FAIR VALUE MEASUREMENTS

Assets measured at fair value on a nonrecurring basis

At June 30, 2025, the Company held $67.2 million (December 31, 2024: $63.4 million) of private investments and unlisted equities measured at fair value on a nonrecurring basis. At June 30, 2025, the Company held $7.1 million (December 31, 2024: $8.5 million) of private investments and unlisted equities measured at cost. The Company classifies these investments as Level 3 within the fair value hierarchy.

The following table summarizes the periods between the most recent fair value measurement dates and June 30, 2025, for the private and unlisted equities measured at fair value on a nonrecurring basis:

Less than 6 months6 to 12 monthsOver 1 yearTotal
Fair values measured on a nonrecurring basis$4,376$23,380$39,484$67,240

Assets measured at fair value on a recurring basis

Derivative financial instruments

The Company uses interest rate swaps in connection with its risk management activities to hedge 50% of the interest rate risk relating to the outstanding Term Loans (see Note 9). The interest rate swaps are carried at fair value and are determined using a market approach valuation technique based on significant observable market inputs from third-party pricing vendors. Accordingly, the interest rates swaps are classified as Level 2 within the fair value hierarchy. These derivative instruments are not designated as accounting hedges under U.S. GAAP.

For the six months ended June 30, 2025 and 2024, the Company recognized a nominal amount of unrealized loss for the above derivatives and $0.6 million of unrealized gain, respectively, which is included in interest expense in the condensed consolidated statements of operations.

Financial Instruments Disclosed, But Not Carried, at Fair Value

At June 30, 2025, the carrying value of debt and convertible debt securities within “Other Investments” (see Note 4) and the Term Loans approximates their fair values. The Company classifies these financial instruments as Level 2 within the fair value hierarchy.

  1. LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES

The Company’s loss and loss adjustment expense (“LAE”) reserves were composed of the following:

June 30, 2025December 31, 2024
Case reserves$242,033$230,633
IBNR702,952630,336
Total$944,985$860,969

Reserve Roll-forward

The following provides a summary of changes in outstanding loss and LAE reserves for all lines of business:

ConsolidatedSix months ended June 30
20252024
Gross balance at January 1$860,969$661,554
Less: Losses recoverable(85,790)(25,687)
Net balance at January 1775,179635,867
Incurred losses related to:
Current year215,698206,647
Prior years7,2654,712
Total incurred222,963211,359
Paid losses related to:
Current year(15,445)(20,677)
Prior years(161,261)(129,716)
Total paid(176,706)(150,393)
Foreign exchange and translation adjustment29,578(2,723)
Net balance at June 30851,014694,110
Add: Losses recoverable (see Note 8)93,97158,647
Gross balance at June 30$944,985$752,757

Estimates for Catastrophe Events

At June 30, 2025, the Company’s net reserves for losses and LAE include estimated amounts for catastrophe and weather-related events (the “CAT losses”). The magnitude and volume of losses arising from these events is inherently uncertain, and, consequently, actual losses for these events may ultimately differ, potentially materially, from current estimates.

CAT events in 2025

During the six months ended June 30, 2025, the Company incurred CAT losses of $27.0 million relating to the California wildfires.

CAT events in 2024

During the six months ended June 30, 2024, the Company incurred CAT losses of $17.7 million driven mainly by the Baltimore Bridge collapse and the U.S. tornadoes (including severe convective storms).

Prior Year Reserve Development

The Company’s net favorable (adverse) prior year development arises from changes to estimates for losses and LAE related to loss events that occurred in previous calendar years.

The following table presents net prior year reserve development by segment and consolidated for the respective periods.

Favorable (Adverse)
Open MarketInnovationsTotal SegmentsCorporateTotal Consolidated
Six months ended June 30, 2025$(3,955)$(1,964)$(5,919)$(1,346)$(7,265)
Six months ended June 30, 2024$(1,533)$1,642$109$(4,821)$(4,712)

Open Market Segment:

The net adverse reserve development for the six months ended June 30, 2025 was composed of $32.0 million of reserve strengthening predominantly on the casualty line (various underwriting years) due to current economic and social inflation trends, in addition to worse than expected loss emergence for the financial line (2021, 2023 and 2024 underwriting years) relating to the transactional liability business, and for the multiline business (2023-2024 underwriting years) relating to the commercial auto business. This was partially offset by $28.0 million of favorable reserve development on property (mostly 2024 underwriting year) and specialty lines (mostly 2022-2024 underwriting years) due to better than expected loss emergence.

The net adverse reserve development for the six months ended June 30, 2024 was composed of $10.1 million of reserve strengthening predominantly on the casualty line (various underwriting years) due to current economic and social inflation trends. This was partially offset by $8.5 million of favorable reserve development predominantly on financial line (various underwriting years), multiline business (predominantly 2021-2022 underwriting years), and specialty line (mostly 2021-2022 underwriting years) due to better than expected loss emergence.

Innovations Segment:

The net adverse reserve development for the six months ended June 30, 2025 was composed of $2.3 million of reserve strengthening predominantly on the financial line (2022-2023 underwriting years) due to higher volume of claims than expected. This was partially offset by $0.4 million of favorable reserve development predominantly on the multiline business.

The net favorable reserve development for the six months ended June 30, 2024 was composed of $2.1 million due to better than expected loss emergence on health line (various underwriting years) and multiline business (predominantly 2023 underwriting years). This was partially offset by $0.4 million of reserve strengthening on the specialty business.

Corporate - Runoff Business:

Corporate represents the Innovations related property runoff business. The prior year adverse reserve development for the above periods relate to CAT losses driven by the U.S. tornados (2021-2023 underwriting years).

  1. RETROCESSION

The following table provides a breakdown of ceded reinsurance:

Three months ended June 30Six months ended June 30
2025202420252024
Gross ceded premiums$15,101$14,832$43,649$38,013
Earned ceded premiums$17,309$11,849$36,601$27,091
Loss and loss adjustment expenses ceded$9,006$14,773$15,662$37,849

Retrocession contracts do not relieve the Company from its obligations to its cedents. Failure of retrocessionaires to honor their obligations could result in losses to the Company.

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

June 30, 2025 · December 31, 2024
Gross · Net of Collateral(1) · Gross · Net of Collateral(1)
A- or better by A.M. Best$91,323$73,941$82,181$63,979
Not rated3,1485564,1092,027
Total before provision$94,471$74,497$86,290$66,006
Provision for credit losses(500)(500)
Total loss and loss adjustment expenses recoverable, net$93,971$85,790

(1) Collateral is in the form of cash, letters of credit, funds withheld, and/or cash collateral held in trust accounts. This excludes any excess collateral in order to disclose the aggregate net exposure for each retrocessionaire.

At June 30, 2025, we had 3 reinsurers (December 31, 2024: 3) that accounted for 10% or more of the total loss and loss adjustment expenses recoverable, net of the credit loss provision, for an aggregate gross amount of $53.3 million (December 31, 2024: $49.5 million).

  1. DEBT AND CREDIT FACILITIES

Debt Obligations

The following table summarizes the Company’s outstanding debt obligations.

June 30, 2025December 31, 2024
Term loans$58,438$60,313
Accrued interest payable805923
Less: deferred financing costs(354)(487)
Total debt$58,889$60,749

During the six months ended June 30, 2025, the Company partially repaid $1.9 million of the outstanding Term loans.

Credit Facilities

At June 30, 2025, the Company had the following letter of credit (“LC”) facilities:

CapacityLCs issuedTermination Date
Citibank$275,000$191,150December 19, 2025
CIBC200,000116,121December 31, 2025
HSBC100,000—December 17, 2025
$575,000$307,271

The above LCs issued are cash collateralized (see Note 5). The LC facilities are subject to various customary affirmative, negative and financial covenants. At June 30, 2025, the Company was in compliance with all LC facilities covenants.

  1. SHARE CAPITAL

Ordinary Shares

The Company’s authorized share capital is 125,000,000 ordinary shares, par value of $0.10 per share.

The following table is a summary of changes in ordinary shares issued and outstanding for the six months ended June 30, 2025 and 2024:

20252024
Balance – beginning of period34,831,32435,336,732
Issue of shares for vested RSUs (see Note 11)100,79374,357
Forfeiture of restricted shares (see Note 11)(376,686)(89,945)
Repurchase of ordinary shares(357,278)—
Balance – end of period34,198,15335,321,144

Share Repurchase Plan

On May 2, 2025, the Board of Directors re-approved the share repurchase plan, until June 30, 2026, authorizing the Company to repurchase up to $25.0 million of ordinary shares in the open market, through privately negotiated transactions or Rule 10b5-1 stock trading plans. Any shares repurchased are canceled immediately upon repurchase. For the six months ended June 30, 2025, the Company repurchased 357,278 ordinary shares for $5.0 million. There was no share repurchase for the same period in 2024.

Preferred Shares

The Company’s authorized share capital also consists of 50,000,000 preference shares with a par value of $0.10 each. At June 30, 2025, the Company has no issued and outstanding preferred shares.

  1. SHARE-BASED COMPENSATION

Refer to Note 11 of the Company’s audited consolidated financial statements of its 2024 Form 10-K for a summary of the Company’s 2023 Incentive Plan, including the definition of performance-based and service-based stock awards.

Employee and Director Restricted Shares

The following table summarizes the activity for unvested outstanding restricted share awards (“RSs”) during the six months ended June 30, 2025 and 2024:

Performance Restricted SharesService Restricted Shares
Number ofnon-vestedrestricted sharesWeighted averagegrant datefair valueNumber ofnon-vestedrestricted sharesWeighted averagegrant datefair value
Balance at December 31, 20231,042,688$9.94419,604$9.18
Vested——(217,522)8.78
Forfeited(89,945)10.84——
Balance at June 30, 2024952,743$9.86202,082$9.61
Balance at December 31, 2024944,587$9.87191,556$9.96
Vested(222,532)9.65(75,667)8.08
Forfeited(374,474)9.08(2,212)9.85
Balance at June 30, 2025347,581$10.87113,677$11.21

At June 30, 2025,2,935,178 (December 31, 2024:2,834,519) ordinary shares remained available for future issuance under the Company’s 2023 Incentive Plan.

For the six months ended June 30, 2025, the total fair value of Performance and Service RSs vested was $4.2 million, respectively (2024: $1.9 million, respectively).

Employee Restricted Stock Units

The following table summarizes the activity for unvested outstanding restricted stock units (“RSUs”) during the six months ended June 30, 2025 and 2024:

Performance RSUsService RSUs
Number ofnon-vestedRSUsWeighted averagegrant datefair valueNumber ofnon-vestedRSUsWeighted averagegrant datefair value
Balance at December 31, 2023154,445$8.03110,425$8.78
Granted258,14811.85124,42511.85
Vested——(74,357)8.84
Forfeited————
Balance at June 30, 2024412,593$10.42160,493$11.14
Balance at December 31, 2024403,526$10.43149,834$11.14
Granted185,55113.16149,43513.16
Vested(38,752)6.82(62,041)10.46
Forfeited(54,635)7.11(4,326)11.85
Balance at June 30, 2025495,690$12.10232,902$12.60

For the awards granted during the six months ended June 30, 2025, the Service RSUs vest evenly over three years on January 1, subject to the grantee’s continued service with the Company. If performance goals are achieved, the Performance RSUs will cliff vest at the end of athree-year performance period within a range of 0% and 200% of the awarded Performance RSUs, with a target of 100%.

For the six months ended June 30, 2025, the total fair value of Performance and Service RSUs vested was $1.4 million (2024: $0.7 million).

Stock Compensation Expense

For the six months ended June 30, 2025, the Company recorded $2.5 million (2024: $2.9 million) of total stock compensation expense (net of forfeitures), respectively. Forfeiture recoveries were immaterial for both periods.

  1. EARNINGS PER SHARE

The following table reconciles net income and weighted average shares used in computing basic and diluted EPS for the three and six months ended June 30, 2025 and 2024:

Three months ended June 30Six months ended June 30
2025202420252024
Numerator for EPS:
Net income - basic$329$7,978$29,956$34,997
Net income - diluted$329$7,978$29,956$34,997
Denominator for EPS:
Weighted average shares outstanding - basic33,969,71634,238,86333,960,64334,255,454
Effect of dilutive employee and director share-based awards453,963460,319518,708423,871
Weighted average shares outstanding - diluted34,423,67934,699,18234,479,35134,679,325
Anti-dilutive stock options outstanding620,319902,140620,319902,140
EPS:
Basic$0.01$0.23$0.88$1.02
Diluted$0.01$0.23$0.87$1.01
  1. NET INVESTMENT INCOME

The following table provides a breakdown of net investment income:

Three months ended June 30Six months ended June 30
2025202420252024
Interest and dividend income, net of withholding taxes and other expenses$6,667$8,135$13,302$16,691
Investment income from Lloyd's syndicates3,7702,7245,3117,759
Net realized and unrealized gains (losses) on other investments (see Note 4)3389144(324)
Net investment income10,47010,94818,75724,126
Share of Solasglas' net income (loss) (see Note 3)(18,276)4,33013,92122,578
Total investment income (loss)$(7,806)$15,278$32,678$46,704
  1. RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

There has been no change to the Company’s investment advisory agreement with Solasglas as described in its 2024 Form 10-K. Refer to Note 3 for a breakdown of management fees and performance fees for the six months ended June 30, 2025 and 2024.

Green Brick Partners, Inc.

David Einhorn also serves as the Chairman of the Board of Directors of Green Brick Partners, Inc. (“GRBK”), a publicly-traded company. At June 30, 2025, Solasglas, along with certain affiliates of DME Advisors, collectively owned 23.5% of the issued and outstanding common shares of GRBK. Under applicable securities laws, DME Advisors may sometimes be limited in its ability to trade GRBK shares held in Solasglas. At June 30, 2025, Solasglas held 0.8 million shares of GRBK.

Service Agreement

The Company has entered into a service agreement with DME Advisors, pursuant to which DME Advisors provides certain investor relations services to the Company for compensation offive thousand dollars per month (plus expenses). The agreement automatically renews annually until terminated by either the Company or DME Advisors for any reason with 30 days prior written notice to the other party.

Collateral Assets Investment Management Agreement

Effective January 1, 2019, the Company (and its subsidiaries) entered into a collateral assets investment management agreement (the “CMA”) with DME Advisors, pursuant to which DME Advisors manages certain assets of the Company that are not subject to the Solasglas LPA and are held by the Company to provide collateral required by the cedents in the form of trust accounts and letters of credit. In accordance with the CMA, DME Advisors receives no fees and is required to comply with the collateral investment guidelines. The CMA can be terminated by any of the parties upon 30 days’ prior written notice to the other parties.

  1. COMMITMENTS AND CONTINGENCIES

a) Concentration of Credit Risk

Cash and cash equivalents

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

Investments

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

Reinsurance balances receivable, net

The following table shows the breakdown of reinsurance balances receivable:

June 30, 2025December 31, 2024
Amount%Amount%
Premiums receivable$273,90236.3%$253,62736.0%
Funds withheld:
Funds held by cedants51,4026.8%58,1838.3%
Premiums held by Lloyds' syndicates314,91041.7%278,26539.5%
Funds at Lloyd’s112,73214.9%113,32416.1%
Profit commission receivable3,3690.4%2,1030.3%
Total before provision756,315100.1%705,502100.2%
Provision for expected credit losses(1,019)(0.1)%(1,019)(0.1)%
Reinsurance balances receivable, net$755,296100.0%$704,483100.1%

The Company has posted deposits at Lloyd’s to support underwriting capacity for certain syndicates, including Syndicate 3456. Lloyd’s has a credit rating of “A+” (Superior) from A.M. Best, as revised in August 2024.

Premiums receivable includes a significant portion of estimated premiums not yet due. Brokers and other intermediaries are responsible for collecting premiums from customers on the Company’s behalf. The Company monitors its concentration of credit risks from brokers. The diversity in the Company’s client base limits credit risk associated with premiums receivable and funds (premiums) held by cedents. Further, under the reinsurance contracts the Company has contractual rights to offset premium balances receivable and funds held by cedants against corresponding payments for losses and loss expenses.

Loss and loss adjustment expenses recoverable, net

The Company regularly evaluates its net credit exposure to the retrocessionaires and their abilities to honor their respective obligations. See Note 8 for analysis of concentration of credit risk relating to retrocessionaires.

b) Lease Obligations

There was no material change to the Company’s operating lease agreements subsequent to its 2024 Form 10-K.

c) Litigation

From time to time, in the ordinary course of business, the Company may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation. The outcomes of these procedures determine the rights and obligations under the Company’s reinsurance contracts and other contractual agreements. In some disputes, the Company may seek to enforce its rights under an agreement or collect funds owed. In other matters, the Company may resist attempts by others to collect funds or enforce alleged rights. While the Company cannot predict the outcome of legal disputes with certainty, the Company does not believe that any existing dispute, when finally resolved, will have a material adverse effect on the Company’s business, financial condition, or operating results.

  1. SEGMENT REPORTING

The Company hastwo operating segments: Open Market and Innovations.

Open Market

In the Open Market segment, the Company underwrites reinsurance business, sourced through the brokerage distribution channels and Lloyd’s. The Company writes mostly treaty reinsurance, on a proportional and non-proportional basis. The lines of business for this segment are as follows: Casualty, Financial, Health, Multiline, Property and Specialty.

Innovations

In the Innovations segment, the Company provides reinsurance capacity to startup companies and MGAs based globally, sourced mainly through direct placements with its strategic partners (see Note 4). This segment also includes business written by Syndicate 3456. The lines of business for this segment are as follows: Casualty, Financial, Health, Multiline and Specialty.

The Company’s reportable segments each have executive leadership who are responsible for their performance and who are directly accountable to the Chief Operating Decision Maker (“CODM”), the Chief Executive Officer. The CODM reviews the financial performance of the reportable segment to assess the achievement of strategic initiatives, the efficiency of the deployed capital, and how to allocate resources to the reportable segments based on the segment’s financial performance.

The table below provides information about the Company’s reportable segments, including the reconciliation to net income as reported under U.S. GAAP. Comparatives have been recast to conform with the current reportable segments.

Three months ended June 30, 2025: · Open Market · Innovations · Corporate · Total Consolidated
Gross premiums written$152,333$27,596$(301)$179,628
Net premiums written$142,111$22,716$(300)$164,527
Net premiums earned$140,554$21,386$(299)$161,641
Net loss and LAE incurred(83,475)(15,244)(1,360)(100,079)
Acquisition costs(40,900)(6,012)64(46,848)
Other underwriting expenses(4,861)(1,620)—(6,481)
Deposit interest expense, net(124)——(124)
Underwriting income (loss)11,194(1,490)(1,595)8,109
Reconciliation to income before income taxes:
Net investment income5,6294314,41010,470
Corporate and other expenses—(602)(4,153)(4,755)
Income (loss) from investment in Solasglas(18,276)(18,276)
Foreign exchange gains (losses)6,2716,271
Interest expense(1,144)(1,144)
Income (loss) before income taxes$16,823$(1,661)$(14,487)$675
Additional information:
Net loss and LAE incurred:
Attritional losses$(78,017)$(12,713)$97$(90,633)
Large event losses(6,399)——(6,399)
CAT event losses————
Prior year favorable (adverse) loss development941(2,531)(1,457)(3,047)
Total net loss and LAE incurred$(83,475)$(15,244)$(1,360)$(100,079)
Total allocated assets (1)$485,330$146,198$1,556,496$2,188,024

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

Three months ended June 30, 2024: · Open Market · Innovations · Corporate · Total Consolidated
Gross premiums written$143,311$25,319$345$168,975
Net premiums written$131,585$22,212$346$154,143
Net premiums earned$125,865$25,348$7,185$158,398
Net loss and LAE incurred(73,403)(13,634)(14,996)(102,033)
Acquisition costs(40,511)(8,406)(1,537)(50,454)
Other underwriting expenses(4,816)(995)—(5,811)
Deposit interest expense, net233——233
Underwriting income (loss)7,3682,313(9,348)333
Reconciliation to income before income taxes:
Net investment income9,78236680010,948
Corporate and other expenses—(810)(3,896)(4,706)
Income from investment in Solasglas4,3304,330
Foreign exchange gains (losses)(932)(932)
Interest expense(1,560)(1,560)
Income (loss) before income taxes$17,150$1,869$(10,606)$8,413
Additional information:
Net loss and LAE incurred:
Attritional losses$(67,763)$(15,275)$(6,382)$(89,420)
Large event losses(5,580)——(5,580)
CAT event losses——(7,722)(7,722)
Prior year favorable (adverse) loss development(60)1,641(892)689
Total net loss and LAE incurred$(73,403)$(13,634)$(14,996)$(102,033)
Total allocated assets (1)$402,186$140,253$1,357,509$1,899,948

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

Six months ended June 30, 2025: · Open Market · Innovations · Corporate · Total Consolidated
Gross premiums written$373,042$55,062$(531)$427,573
Net premiums written$337,720$46,687$(483)$383,924
Net premiums earned$290,195$40,391$(482)$330,104
Net loss and LAE incurred(196,238)(25,590)(1,135)(222,963)
Acquisition costs(81,781)(12,045)112(93,714)
Other underwriting expenses(9,658)(3,181)—(12,839)
Deposit interest expense, net(273)——(273)
Underwriting income (loss)2,245(425)(1,505)315
Reconciliation to income before income taxes:
Net investment income11,4008796,47818,757
Corporate and other expenses—(1,174)(8,253)(9,427)
Income from investment in Solasglas13,92113,921
Foreign exchange gains (losses)10,62610,626
Interest expense(2,608)(2,608)
Income (loss) before income taxes$13,645$(720)$18,659$31,584
Additional information:
Net loss and LAE incurred:
Attritional losses$(158,177)$(23,626)$211$(181,592)
Large event losses(7,090)——(7,090)
CAT event losses(27,016)——(27,016)
Prior year favorable (adverse) loss development(3,955)(1,964)(1,346)(7,265)
Total net loss and LAE incurred$(196,238)$(25,590)$(1,135)$(222,963)
Total allocated assets (1)$485,330$146,198$1,556,496$2,188,024

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

Six months ended June 30, 2024: · Open Market · Innovations · Corporate · Total Consolidated
Gross premiums written$330,372$55,387$474$386,233
Net premiums written$299,301$48,456$463$348,220
Net premiums earned$257,475$45,545$16,914$319,934
Net loss and LAE incurred(160,103)(26,761)(24,495)(211,359)
Acquisition costs(74,090)(14,459)(3,515)(92,064)
Other underwriting expenses(10,294)(1,856)—(12,150)
Deposit interest expense, net(643)——(643)
Underwriting income (loss)12,3452,469(11,096)3,718
Reconciliation to income before income taxes:
Net investment income22,3981831,54524,126
Corporate and other expenses—(1,400)(7,681)(9,081)
Income from investment in Solasglas22,57822,578
Foreign exchange gains (losses)(2,581)(2,581)
Interest expense(2,809)(2,809)
Income (loss) before income taxes$34,743$1,252$(44)$35,951
Additional information:
Net loss and LAE incurred:
Attritional losses$(140,553)$(28,403)$(11,952)$(180,908)
Large event losses(8,017)——(8,017)
CAT event losses(10,000)—(7,722)(17,722)
Prior year favorable (adverse) loss development(1,533)1,642(4,821)(4,712)
Total net loss and LAE incurred$(160,103)$(26,761)$(24,495)$(211,359)
Total allocated assets (1)$402,186$140,253$1,357,509$1,899,948

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

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.