GREENLIGHT CAPITAL RE, LTD.
For the period ended Sep 30, 2025. Filed Nov 3, 2025.
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Sep 30, 2025 · Filed Nov 3, 2025
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Note
- 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 September 30, 2025, GLRE’s share of Partners’ capital in Solasglas was $456.9 million (December 31, 2024: $387.1 million), representing 81.6% (December 31, 2024:77.9%) of Solasglas’ total net assets. DME Advisors II, LLC held the remaining 18.4% (December 31, 2024:22.1%) of Solasglas’ total net assets.
The Company’s share of the net decrease in Partner’s capital for the nine months ended September 30, 2025 was $0.5 million (nine months ended September 30, 2024: a net increase of $42.4 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
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Assets | ||
| Investments, at fair value | $547,585 | $504,828 |
| Derivative contracts, at fair value | 26,277 | 8,925 |
| Due from brokers | 288,641 | 188,296 |
| Cash and cash equivalents | — | 40,354 |
| Interest and dividends receivable | 445 | 1,536 |
| Total assets | 862,948 | 743,939 |
| Liabilities and partners’ capital | ||
| Liabilities | ||
| Investments sold short, at fair value | (277,735) | (234,977) |
| Derivative contracts, at fair value | (22,630) | (4,452) |
| Capital withdrawals payable | (24) | (4,000) |
| Interest and dividends payable | (1,871) | (3,218) |
| Accrued expenses and other liabilities | (614) | (180) |
| Total liabilities | (302,874) | (246,827) |
| Partners' capital | $560,074 | $497,112 |
| GLRE’s share of Partners' capital | $456,861 | $387,144 |
Summarized Statements of Operations of Solasglas Investments, LP
| Three months ended September 30 | Nine months ended September 30 | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Investment income | ||||
| Dividend income (net of withholding taxes) | $1,030 | $752 | $5,207 | $2,524 |
| Interest income | 5,060 | 3,540 | 13,509 | 10,040 |
| Total Investment income | 6,090 | 4,292 | 18,716 | 12,564 |
| Expenses | ||||
| Management fee | (1,695) | (1,613) | (5,181) | (4,344) |
| Interest | (4,924) | (817) | (10,395) | (2,887) |
| Dividends | (884) | (782) | (2,561) | (2,217) |
| Research and operating | (335) | (262) | (1,306) | (921) |
| Total expenses | (7,838) | (3,474) | (19,443) | (10,369) |
| Net investment income (loss) | (1,748) | 818 | (727) | 2,195 |
| Realized and change in unrealized gains (losses) | ||||
| Net realized gain (loss) | (57,283) | 23,647 | (1,594) | 86,677 |
| Net change in unrealized appreciation (depreciation) | 39,484 | 4,801 | 4,246 | (24,582) |
| Net gain (loss) on investment transactions | (17,799) | 28,448 | 2,652 | 62,095 |
| Net increase (decrease) in Partners' capital (1) | $(19,547) | $29,265 | $1,925 | $64,289 |
| GLRE’s share of the increase (decrease) in Partners' capital | $(14,404) | $19,844 | $(483) | $42,422 |
(1) The net increase in Partners’ capital is net of management fees and performance allocation presented below:
| Three months ended September 30 | Nine months ended September 30 | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Management fees | $1,695 | $1,613 | $5,181 | $4,344 |
| Performance allocation | (1,519) | 2,205 | 28 | 4,714 |
| Total | $176 | $3,818 | $5,209 | $9,058 |
- OTHER INVESTMENTS
At September 30, 2025, the breakdown of the Company’s other investments was as follows:
| Cost | Unrealizedgains | Unrealizedlosses | Accrued interest | Fair value / carrying value | |
|---|---|---|---|---|---|
| Private investments and unlisted equities | $28,962 | $38,261 | $(5,705) | $— | $61,518 |
| Debt and convertible debt securities | 1,585 | — | — | 79 | 1,664 |
| Total other investments | $30,547 | $38,261 | $(5,705) | $79 | $63,182 |
At December 31, 2024, the breakdown of the Company’s other investments was as follows:
| Cost | Unrealizedgains | Unrealizedlosses | Accrued interest | Fair value / carrying value | |
|---|---|---|---|---|---|
| Private investments and unlisted equities | $28,111 | $51,076 | $(7,320) | $— | $71,867 |
| Debt and convertible debt securities | 2,713 | — | (1,510) | 90 | 1,293 |
| Total other investments | $30,824 | $51,076 | $(8,830) | $90 | $73,160 |
Private investments and unlisted equities
Measurement alternative
During the nine months ended September 30, 2025, and 2024, the Company made further investments in equity securities in privately held entities that do not have readily determinable fair values. In accordance with ASC 321-10-35-2, the Company has elected to apply the measurement alternative to these new investments. Under this approach, the investments are measured at cost, less impairment, and adjusted for observable price changes in orderly transactions for an identical or similar investments of the same issuer.
Adjustments for observable price changes and impairments
The Company recognized the following adjustments to the carrying values of the private investments and unlisted equity securities, resulting from observable price changes in orderly transactions and impairments:
| Three months ended September 30 | Nine months ended September 30 | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Upward adjustments (1) | $3,870 | $— | $5,618 | $501 |
| Downward adjustments(2) | $— | $— | $(148) | $— |
| Impairments | $(16,400) | $— | $(17,859) | — |
(1)Based on observable price changes, the cumulative upward carrying value changes from inception to September 30, 2025, totaled $38.3 million.
(2) Based on observable price changes, the cumulative downward carrying value changes from inception to September 30, 2025, totaled $2.5 million.
During the three and nine months ended September 30, 2025, the upward adjustments were driven by favorable observable price changes from completed financing rounds by some of the investees.
During the three and nine months ended September 30, 2025, the Company recognized impairment charges of $16.4 million and $17.9 million, respectively, related to certain private investments and unlisted securities for which qualitative factors indicated that the fair value was less than carrying amount. The Company used valuation models to estimate the fair value, which incorporated significant unobservable inputs including projected cash flows provided by the investee’s management, discount rates, growth rates, volatility assumptions, and current market multiples.
Debt and convertible debt securities
During the three and nine months ended September 30, 2024, the Company recognized impairment charges ofnil and $1.1 million, respectively, related to certain convertible debt securities.
Net investment income
The following table summarizes the change in unrealized gains (losses) and the realized gains (losses) for the Company’s other investments, which are included in “Net investment income (loss)” in the condensed consolidated statements of operations (see Note 13):
| Three months ended September 30 | Nine months ended September 30 | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Gross realized gains | $653 | $— | $658 | $— |
| Gross realized losses | — | — | — | (1,332) |
| Net realized gains (losses) | $653 | $— | $658 | $(1,332) |
| Change in unrealized gains | (12,530) | — | (12,389) | 1,008 |
| Net realized and unrealized gains (losses) on other investments | $(11,877) | $— | $(11,731) | $(324) |
- 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:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Restricted cash and cash equivalents: | ||
| Cash securing trust accounts | $266,493 | $256,796 |
| Cash securing letters of credit issued | 302,815 | 312,855 |
| Cash securing debt facility | 10,000 | 10,000 |
| Other | 7,136 | 4,751 |
| Total restricted cash and cash equivalents | 586,444 | 584,402 |
| Cash and cash equivalents | 68,789 | 64,685 |
| Total cash, cash equivalents, and restricted cash | $655,233 | $649,087 |
- FAIR VALUE MEASUREMENTS
Assets measured at fair value on a nonrecurring basis
At September 30, 2025, the Company held $54.9 million (December 31, 2024: $63.4 million) of private investments and unlisted equities measured at fair value on a nonrecurring basis. At September 30, 2025, the Company held $6.6 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 September 30, 2025, for the private and unlisted equities measured at fair value on a nonrecurring basis:
| Less than 6 months | 6 to 12 months | Over 1 year | Total | |
|---|---|---|---|---|
| Fair values measured on a nonrecurring basis | $13,801 | $15,066 | $26,019 | $54,886 |
Assets measured at fair value on a recurring basis
Derivative financial instruments
The Company used interest rate swaps in connection with its risk management activities to hedge 50% of the interest rate risk relating to the outstanding Term Loans (see Note 9). As a result of the new Revolving Credit Facility, the Company has terminated this hedging program during the quarter ended September 30, 2025.
Prior to the termination of the hedge position, the interest rate swaps were carried at fair value using a market approach valuation technique, based on significant observable market inputs from third-party pricing vendors. Accordingly, the interest rates swaps were classified as Level 2 within the fair value hierarchy. These derivative instruments were not designated as accounting hedges under U.S. GAAP.
For the nine months ended September 30, 2025, the Company recognized a nominal amount of total realized and unrealized gain for the above derivatives, which is reflected within interest expense on the Company’s condensed consolidated statements of operations.
Financial Instruments Disclosed, But Not Carried, at Fair Value
At September 30, 2025, the carrying value of debt and convertible debt securities within “Other Investments” (see Note 4) and the outstanding debt approximates their fair values. The Company classifies these financial instruments as Level 2 within the fair value hierarchy.
- LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES
The Company’s loss and loss adjustment expense (“LAE”) reserves were composed of the following:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Case reserves | $236,724 | $230,633 |
| IBNR | 701,584 | 630,336 |
| Total | $938,308 | $860,969 |
Reserve Roll-forward
The following provides a summary of changes in outstanding loss and LAE reserves for all lines of business:
| Consolidated | Nine months ended September 30 | |
|---|---|---|
| 2025 | 2024 | |
| Gross balance at January 1 | $860,969 | $661,554 |
| Less: Losses recoverable | (85,790) | (25,687) |
| Net balance at January 1 | 775,179 | 635,867 |
| Incurred losses related to: | ||
| Current year | 303,474 | 305,467 |
| Prior years | 8,082 | (943) |
| Total incurred | 311,556 | 304,524 |
| Paid losses related to: | ||
| Current year | (35,136) | (27,382) |
| Prior years | (229,908) | (176,210) |
| Total paid | (265,043) | (203,592) |
| Foreign exchange and translation adjustment | 33,833 | 8,405 |
| Net balance at September 30 | 855,525 | 745,205 |
| Add: Losses recoverable (see Note 8) | 82,783 | 65,947 |
| Gross balance at September 30 | $938,308 | $811,152 |
Estimates for Catastrophe Events
At September 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 nine months ended September 30, 2025, the Company incurred CAT losses of $27.0 million relating to the California wildfires.
CAT events in 2024
During the nine months ended September 30, 2024, the Company incurred CAT losses of $29.9 million driven mainly by the Baltimore Bridge collapse, Hurricane Helene, 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 Market | Innovations | Total Segments | Corporate | Total Consolidated | |
| Nine months ended September 30, 2025 | $(4,810) | $(1,316) | $(6,126) | $(1,956) | $(8,082) |
| Nine months ended September 30, 2024 | $3,782 | $1,548 | $5,330 | $(4,387) | $943 |
Open Market Segment:
The net adverse reserve development for the nine months ended September 30, 2025 was composed of $46.4 million of reserve strengthening predominantly on the following lines of business:
the casualty line (various underwriting years) due to current economic and social inflation trends;
the financial line (2021, 2023 and 2024 underwriting years) due to worse than expected loss emergence for transactional liability business; and
the multiline business (2023-2024 underwriting years) relating to commercial auto business.
This was partially offset by $41.6 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 favorable reserve development for the nine months ended September 30, 2024 was composed of $8.3 million of favorable reserve development predominantly on financial line (various underwriting years), multiline business (mostly 2021-2022 underwriting years), and specialty line (mostly 2021-2022 underwriting years) due to better than expected loss emergence. This was partially offset by $4.5 million of reserve strengthening predominantly on the casualty line (various underwriting years) due to current economic and social inflation trends.
Innovations Segment:
The net adverse reserve development for the nine months ended September 30, 2025 was composed of $2.6 million of reserve strengthening predominantly on the financial line (2022-2023 underwriting years) due to a higher volume of claims than expected. This was partially offset by $1.3 million of favorable reserve development predominantly on the multiline business.
The net favorable reserve development for the nine months ended September 30, 2024 was composed of $2.2 million due to better than expected loss emergence on the health line (various underwriting years) and multiline business (predominantly 2023 underwriting years). This was partially offset by $0.6 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 predominantly to CAT losses driven by the U.S. tornados (2021-2023 underwriting years).
- RETROCESSION
The following table provides a breakdown of ceded reinsurance:
| Three months ended September 30 | Nine months ended September 30 | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Gross ceded premiums | $21,695 | $26,598 | $65,344 | $64,611 |
| Earned ceded premiums | $22,181 | $19,512 | $58,782 | $46,603 |
| Loss and loss adjustment expenses ceded (1) | $(2,546) | $10,070 | $13,116 | $47,919 |
(1) For the three months ended September 30, 2025, the negative balance reflects the reversal of previously recognized estimated loss recoverable due to the decrease in loss ratio for certain inward quota share reinsurance.
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 reinsurance recoverable on unpaid losses and loss adjustment expenses, on a gross and net of collateral basis:
| September 30, 2025 · December 31, 2024 | |||||
|---|---|---|---|---|---|
| Gross · Net of Collateral(1) · Gross · Net of Collateral(1) | |||||
| A- or better by A.M. Best | $79,843 | $71,695 | $82,181 | $63,979 | |
| Not rated | 3,440 | 326 | 4,109 | 2,027 | |
| Total before provision | $83,283 | $72,021 | $86,290 | $66,006 | |
| Provision for credit losses | (500) | (500) | |||
| Total reinsurance recoverable, net | $82,783 | $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 September 30, 2025, we had 4 reinsurers (December 31, 2024: 3) that accounted for 10% or more of the total reinsurance recoverable, net of the credit loss provision, for an aggregate gross amount of $62.1 million (December 31, 2024: $49.5 million).
- DEBT AND CREDIT FACILITIES
Debt Obligations
The following table summarizes the Company’s outstanding debt obligations.
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Term loans | $— | $60,313 |
| Revolving credit facility | 35,000 | — |
| Accrued interest payable | — | 923 |
| Less: deferred financing costs | (255) | (487) |
| Total debt | $34,745 | $60,749 |
During the nine months ended September 30, 2025, the Company partially repaid $10.3 million of the outstanding Term loans.
On September 3, 2025, the Company executed a First Amendment to its Credit Agreement originally dated June 26, 2023 (the “Amended Credit Agreement”), providing for a $50 million revolving credit facility (the “Revolving Credit Facility”). The proceeds were used to fully refinance the remaining $50 million Term Loans. This non-cash transaction was accounted for as a debt extinguishment.
The outstanding loans under the Revolving Credit Facility accrue interest at a rate equal to Term Secured Overnight Financing Rate (SOFR) plus 3.25% per annum. During the nine months ended September 30, 2025, the Company repaid $15.0 million of the outstanding Revolving Credit Facility.
The Amended Credit Agreement continues to be secured by a first-priority lien on a collateral account with a minimum balance of $10.0 million. The Company was in compliance with all covenants relating to the Amended Credit Agreement at September 30, 2025.
On October 6, 2025, the Company repaid $15.0 million of the outstanding Revolving Credit Facility.
Credit Facilities
At September 30, 2025, the Company had the following letter of credit (“LC”) facilities:
| Capacity | LCs issued | |
|---|---|---|
| HSBC (1) | $100,000 | $— |
| Citibank (2) | 275,000 | 183,339 |
| CIBC (3) | 200,000 | 119,394 |
| Total LCs in favor of cedants | $575,000 | $302,733 |
| Citibank FAL (4) | £50,000 | £— |
(1) The HSBC LC facility may be terminated by either the Company or HSBC upon written notice; provided that such termination shall not terminate any letters of credit then-outstanding under this facility.
(2) The Citibank LC facility may be terminated by Citibank upon written notice to the Company; provided that the termination date shall not be earlier than the expiry date of any then-outstanding under this facility.
(3) The CIBC LC facility will terminate on December 21, 2026, subject to automatic 1-year extensions unless a termination noticed is provided by CIBC or the Company at least 120 days prior to the then-applicable termination date.
(4) The Citibank FAL LC facility may be terminated by Citibank upon written notice to Lloyd’s and the Company; provided that the termination date shall not be earlier than December 31st of the fourth anniversary of such termination date.
During the three months ended September 30, 2025, the Company, through its subsidiary, entered into an uncommitted and unsecured £50 million letter of credit facility arrangement with Citibank Europe plc (“Citibank”) to support the Company’s Funds at Lloyd’s business (the “Citibank FAL”). Concurrently with this transaction, the Parent has provided a guarantee to Citibank, requiring the Parent to make payment in the event that the respective subsidiary fails to meet its obligations when due. At September 30, 2025, the maximum potential amount of future payments the Parent could be required to make under this guarantee is nil as no LCs have been issued.
On October 9, 2025, a £45 million LC was issued in favor of Lloyd’s and concurrently Lloyd’s released $60.7 million cash to the Company.
The above LCs issued are cash collateralized, except for the Citibank FAL (see Note 5). The LC facilities are subject to various customary affirmative, negative and financial covenants.
At September 30, 2025, the Company was in compliance with all LC facilities covenants.
- 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 nine months ended September 30, 2025 and 2024:
| 2025 | 2024 | |
|---|---|---|
| Balance – beginning of period | 34,831,324 | 35,336,732 |
| Issue of shares for vested RSUs (see Note 11) | 100,793 | 74,357 |
| Issue of restricted shares to directors | 56,322 | 58,751 |
| Forfeiture of restricted shares (see Note 11) | (376,686) | (89,945) |
| Repurchase of ordinary shares | (512,527) | (547,402) |
| Balance – end of period | 34,099,226 | 34,832,493 |
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 nine months ended September 30, 2025, the Company repurchased 512,527 ordinary shares for $7.0 million (2024:547,402 ordinary shares for $7.5 million).
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 September 30, 2025, the Company has no issued and outstanding preferred shares.
- 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 nine months ended September 30, 2025 and 2024:
| Performance Restricted Shares | Service Restricted Shares | |||
|---|---|---|---|---|
| Number ofnon-vestedrestricted shares | Weighted averagegrant datefair value | Number ofnon-vestedrestricted shares | Weighted averagegrant datefair value | |
| Balance at December 31, 2023 | 1,042,688 | $9.94 | 419,604 | $9.18 |
| Granted | — | — | 58,751 | 12.51 |
| Vested | — | — | (282,916) | 9.35 |
| Forfeited | (89,945) | 10.84 | — | — |
| Balance at September 30, 2024 | 952,743 | $9.86 | 195,439 | $9.93 |
| Balance at December 31, 2024 | 944,587 | $9.87 | 191,556 | $9.96 |
| Granted | — | — | 56,322 | 13.05 |
| Vested | (222,532) | 9.65 | (134,418) | 10.02 |
| Forfeited | (374,474) | 9.08 | (2,212) | 9.85 |
| Balance at September 30, 2025 | 347,581 | $10.87 | 111,248 | $11.45 |
At September 30, 2025,2,932,559 (December 31, 2024:2,834,519) ordinary shares remained available for future issuance under the Company’s 2023 Incentive Plan.
During the nine months ended September 30, 2025, the Company granted 56,322 RSs to independent directors as part of their remuneration for services to the Company (2024:58,751 RSs). These will vest on the earlier of (i) the first anniversary of the date of the share issuance and (ii) the Company’s next annual general meeting, subject to the grantee’s continued service with the Company. During the vesting period, the independent directors retain voting rights on these RSs; but they are not entitled to any dividends declared until the RSs vest.
For the nine months ended September 30, 2025, the total fair value of Performance and Service RSs vested was $4.9 million (2024: $2.6 million).
Employee Restricted Stock Units
The following table summarizes the activity for unvested outstanding restricted stock units (“RSUs”) during the nine months ended September 30, 2025 and 2024:
| Performance RSUs | Service RSUs | |||
|---|---|---|---|---|
| Number ofnon-vestedRSUs | Weighted averagegrant datefair value | Number ofnon-vestedRSUs | Weighted averagegrant datefair value | |
| Balance at December 31, 2023 | 154,445 | $8.03 | 110,425 | $8.78 |
| Granted | 258,148 | 11.85 | 124,425 | 11.85 |
| Vested | — | — | (74,357) | 8.84 |
| Forfeited | (6,229) | 9.15 | (5,806) | 10.67 |
| Balance at September 30, 2024 | 406,364 | $10.44 | 154,687 | $11.15 |
| Balance at December 31, 2024 | 403,526 | $10.43 | 149,834 | $11.14 |
| Granted | 185,551 | 13.16 | 149,435 | 13.16 |
| Vested | (38,752) | 6.82 | (62,041) | 10.46 |
| Forfeited | (59,502) | 7.55 | (12,477) | 12.34 |
| Balance at September 30, 2025 | 490,823 | $12.10 | 224,751 | $12.60 |
For the awards granted during the nine months ended September 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 nine months ended September 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 nine months ended September 30, 2025, the Company recorded $4.5 million (2024: $4.6 million) of total stock compensation expense (net of forfeitures), respectively. Forfeiture recoveries were immaterial for both periods.
- EARNINGS PER SHARE
The following table reconciles net income and weighted average shares used in computing basic and diluted EPS for the three and nine months ended September 30, 2025 and 2024:
| Three months ended September 30 | Nine months ended September 30 | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Numerator for EPS: | ||||
| Net income - basic | $(4,405) | $35,237 | $25,551 | $70,234 |
| Net income - diluted | $(4,405) | $35,237 | $25,551 | $70,234 |
| Denominator for EPS: | ||||
| Weighted average shares outstanding - basic | 33,760,337 | 34,120,955 | 33,892,806 | 34,210,560 |
| Effect of dilutive employee and director share-based awards | — | 689,111 | 584,516 | 613,812 |
| Weighted average shares outstanding - diluted | 33,760,337 | 34,810,066 | 34,477,322 | 34,824,372 |
| Anti-dilutive stock options outstanding | 579,636 | 870,319 | 579,636 | 870,319 |
| EPS: | ||||
| Basic | $(0.13) | $1.03 | $0.75 | $2.05 |
| Diluted | $(0.13) | $1.01 | $0.74 | $2.02 |
- NET INVESTMENT INCOME
The following table provides a breakdown of net investment income:
| Three months ended September 30 | Nine months ended September 30 | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Interest and dividend income, net of withholding taxes and other expenses | $6,578 | $8,244 | $19,880 | $24,935 |
| Investment income from Lloyd's syndicates | 2,349 | 2,210 | 7,658 | 9,969 |
| Net realized and unrealized gains (losses) on other investments (see Note 4) | (11,877) | — | (11,731) | (324) |
| Net investment income (loss) | (2,950) | 10,454 | 15,807 | 34,580 |
| Share of Solasglas' net income (loss) (see Note 3) | (14,404) | 19,844 | (483) | 42,422 |
| Total investment income (loss) | $(17,354) | $30,298 | $15,324 | $77,002 |
- 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 nine months ended September 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 September 30, 2025, Solasglas, along with certain affiliates of DME Advisors, collectively owned 23.7% of the issued and outstanding common shares of GRBK. Under applicable securities laws, DME Advisors may sometimes be limited in its ability to trade GRBK shares held in Solasglas. At September 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.
- 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:
| September 30, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Premiums receivable | $256,820 | 35.1% | $253,627 | 36.0% |
| Funds withheld: | ||||
| Funds held by cedants | 33,842 | 4.6% | 58,183 | 8.3% |
| Premiums held by Lloyds' syndicates | 335,785 | 45.9% | 278,265 | 39.5% |
| Funds at Lloyd’s | 102,473 | 14.0% | 113,324 | 16.1% |
| Profit commission receivable | 3,806 | 0.5% | 2,103 | 0.3% |
| Total before provision | 732,726 | 100.1% | 705,502 | 100.2% |
| Provision for expected credit losses | (1,019) | (0.1)% | (1,019) | (0.1)% |
| Reinsurance balances receivable, net | $731,707 | 100.0% | $704,483 | 100.1% |
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.
Reinsurance recoverable on unpaid loss and loss adjustment expenses
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.
- 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 September 30, 2025: · Open Market · Innovations · Corporate · Total Consolidated | ||||||
|---|---|---|---|---|---|---|
| Gross premiums written | $154,994 | $29,393 | $(10) | $184,377 | ||
| Net premiums written | $140,372 | $22,318 | $(8) | $162,682 | ||
| Net premiums earned | $144,427 | $21,000 | $(8) | $165,419 | ||
| Net loss and LAE incurred | (76,590) | (11,412) | (591) | (88,593) | ||
| Acquisition costs | (40,069) | (6,894) | 1 | (46,962) | ||
| Other underwriting expenses | (5,446) | (2,026) | — | (7,472) | ||
| Deposit interest expense, net | (94) | — | — | (94) | ||
| Underwriting income (loss) | 22,228 | 668 | (598) | 22,298 | ||
| Reconciliation to income before income taxes: | ||||||
| Net investment income (loss) | 5,623 | (11,270) | 2,697 | (2,950) | ||
| Corporate and other expenses | — | (724) | (4,675) | (5,399) | ||
| Income (loss) from investment in Solasglas | (14,404) | (14,404) | ||||
| Foreign exchange gains (losses) | (1,994) | (1,994) | ||||
| Interest expense | (1,430) | (1,430) | ||||
| Income (loss) before income taxes | $27,851 | $(11,326) | $(20,404) | $(3,879) | ||
| Additional information: | ||||||
| Net loss and LAE incurred: | ||||||
| Attritional losses | $(70,010) | $(12,060) | $19 | $(82,051) | ||
| Large event losses | (5,725) | — | — | (5,725) | ||
| CAT event losses | — | — | — | — | ||
| Prior year favorable (adverse) loss development | (855) | 648 | (610) | (817) | ||
| Total net loss and LAE incurred | $(76,590) | $(11,412) | $(591) | $(88,593) | ||
| Total allocated assets (1) | $489,755 | $130,382 | $1,513,918 | $2,134,055 | ||
(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 September 30, 2024: · Open Market · Innovations · Corporate · Total Consolidated | ||||||
|---|---|---|---|---|---|---|
| Gross premiums written | $150,331 | $18,675 | $(660) | $168,346 | ||
| Net premiums written | $128,238 | $14,170 | $(660) | $141,748 | ||
| Net premiums earned | $126,577 | $21,793 | $3,514 | $151,884 | ||
| Net loss and LAE incurred | (76,177) | (12,223) | (4,765) | (93,165) | ||
| Acquisition costs | (38,223) | (6,963) | (976) | (46,162) | ||
| Other underwriting expenses | (4,871) | (1,202) | — | (6,073) | ||
| Deposit interest expense, net | (377) | — | — | (377) | ||
| Underwriting income (loss) | 6,929 | 1,405 | (2,227) | 6,107 | ||
| Reconciliation to income before income taxes: | ||||||
| Net investment income | 9,360 | 253 | 841 | 10,454 | ||
| Corporate and other expenses | — | (608) | (3,645) | (4,253) | ||
| Income from investment in Solasglas | 19,844 | 19,844 | ||||
| Foreign exchange gains (losses) | 5,826 | 5,826 | ||||
| Interest expense | (2,018) | (2,018) | ||||
| Income (loss) before income taxes | $16,289 | $1,050 | $18,621 | $35,960 | ||
| Additional information: | ||||||
| Net loss and LAE incurred: | ||||||
| Attritional losses | $(71,909) | $(12,129) | $(552) | $(84,590) | ||
| Large event losses | (2,083) | — | — | (2,083) | ||
| CAT event losses | (7,500) | — | (4,647) | (12,147) | ||
| Prior year favorable (adverse) loss development | 5,315 | (94) | 434 | 5,655 | ||
| Total net loss and LAE incurred | $(76,177) | $(12,223) | $(4,765) | $(93,165) | ||
| Total allocated assets (1) | $406,318 | $138,526 | $1,456,842 | $2,001,686 | ||
(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.
| Nine months ended September 30, 2025: · Open Market · Innovations · Corporate · Total Consolidated | ||||||
|---|---|---|---|---|---|---|
| Gross premiums written | $528,036 | $84,455 | $(541) | $611,950 | ||
| Net premiums written | $478,092 | $69,005 | $(491) | $546,606 | ||
| Net premiums earned | $434,622 | $61,391 | $(490) | $495,523 | ||
| Net loss and LAE incurred | (272,828) | (37,002) | (1,726) | (311,556) | ||
| Acquisition costs | (121,850) | (18,939) | 113 | (140,676) | ||
| Other underwriting expenses | (15,104) | (5,207) | — | (20,311) | ||
| Deposit interest expense, net | (367) | — | — | (367) | ||
| Underwriting income (loss) | 24,473 | 243 | (2,103) | 22,613 | ||
| Reconciliation to income before income taxes: | ||||||
| Net investment income (loss) | 17,023 | (10,391) | 9,175 | 15,807 | ||
| Corporate and other expenses | — | (1,898) | (12,928) | (14,826) | ||
| Income from investment in Solasglas | (483) | (483) | ||||
| Foreign exchange gains (losses) | 8,632 | 8,632 | ||||
| Interest expense | (4,038) | (4,038) | ||||
| Income (loss) before income taxes | $41,496 | $(12,046) | $(1,745) | $27,705 | ||
| Additional information: | ||||||
| Net loss and LAE incurred: | ||||||
| Attritional losses | $(228,187) | $(35,686) | $230 | $(263,643) | ||
| Large event losses | (12,815) | — | — | (12,815) | ||
| CAT event losses | (27,016) | — | — | (27,016) | ||
| Prior year favorable (adverse) loss development | (4,810) | (1,316) | (1,956) | (8,082) | ||
| Total net loss and LAE incurred | $(272,828) | $(37,002) | $(1,726) | $(311,556) | ||
| Total allocated assets (1) | $489,755 | $130,382 | $1,513,918 | $2,134,055 | ||
(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.
| Nine months ended September 30, 2024: · Open Market · Innovations · Corporate · Total Consolidated | ||||||
|---|---|---|---|---|---|---|
| Gross premiums written | $480,703 | $74,062 | $(186) | $554,579 | ||
| Net premiums written | $427,539 | $62,626 | $(197) | $489,968 | ||
| Net premiums earned | $384,052 | $67,338 | $20,428 | $471,818 | ||
| Net loss and LAE incurred | (236,280) | (38,984) | (29,260) | (304,524) | ||
| Acquisition costs | (112,313) | (21,422) | (4,491) | (138,226) | ||
| Other underwriting expenses | (15,165) | (3,058) | — | (18,223) | ||
| Deposit interest expense, net | (1,020) | — | — | (1,020) | ||
| Underwriting income (loss) | 19,274 | 3,874 | (13,323) | 9,825 | ||
| Reconciliation to income before income taxes: | ||||||
| Net investment income | 31,758 | 436 | 2,386 | 34,580 | ||
| Corporate and other expenses | — | (2,008) | (11,326) | (13,334) | ||
| Income from investment in Solasglas | 42,422 | 42,422 | ||||
| Foreign exchange gains (losses) | 3,245 | 3,245 | ||||
| Interest expense | (4,827) | (4,827) | ||||
| Income (loss) before income taxes | $51,032 | $2,302 | $18,577 | $71,911 | ||
| Additional information: | ||||||
| Net loss and LAE incurred: | ||||||
| Attritional losses | $(212,462) | $(40,532) | $(12,504) | $(265,498) | ||
| Large event losses | (10,100) | — | — | (10,100) | ||
| CAT event losses | (17,500) | — | (12,369) | (29,869) | ||
| Prior year favorable (adverse) loss development | 3,782 | 1,548 | (4,387) | 943 | ||
| Total net loss and LAE incurred | $(236,280) | $(38,984) | $(29,260) | $(304,524) | ||
| Total allocated assets (1) | $406,318 | $138,526 | $1,456,842 | $2,001,686 | ||
(1) The Company does not allocate assets to reporting segments, with the exception of restricted cash used to collateralized certain reinsurance transactions, including FAL, and Innovations-related private investments.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.