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GREENLIGHT CAPITAL RE, LTD.

For the period ended Sep 30, 2026. Filed Nov 2, 2026.

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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.

Sep 30, 2026 · Filed Nov 2, 2026

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

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Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2026 (unaudited) and December 31, 2025

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

September 30, 2026December 31, 2025
Assets
Investments
Investment in related party investment fund, at fair value$487,385$504,555
Fixed maturity investments, at fair value178,90565,609
Other investments65,45262,911
Total investments731,742633,075
Cash and cash equivalents70,982111,756
Restricted cash and cash equivalents511,983531,976
Reinsurance balances receivable683,363664,381
Reinsurance recoverable on unpaid loss and loss adjustment expenses118,36181,392
Deferred acquisition costs98,50699,954
Unearned premiums ceded66,84939,223
Other assets8,7888,026
Total assets$2,290,574$2,169,783
Liabilities and equity
Liabilities
Loss and loss adjustment expense reserves$1,024,891$967,960
Unearned premium reserves401,152361,704
Reinsurance balances payable109,70495,853
Funds withheld43,73416,105
Other liabilities11,77815,460
Debt4,7684,724
Total liabilities1,596,0271,461,806
Commitments and Contingencies (Note 16)
Shareholders' equity
Preferred share capital (par value $0.10; none issued)——
Ordinary share capital (par value $0.10; issued and outstanding, 32,460,395) (2025: par value $0.10; issued and outstanding, 33,897,709)3,2463,390
Additional paid-in capital456,236478,910
Retained earnings235,065225,677
Total shareholders' equity694,547707,977
Total liabilities and equity$2,290,574$2,169,783

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the three and nine months ended September 30, 2026 and 2025

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

Three months ended September 30Nine months ended September 30
2026202520262025
Revenues
Gross premiums written$181,875$184,377$592,931$611,950
Gross premiums ceded(39,173)(21,695)(119,946)(65,344)
Net premiums written142,702162,682472,985546,606
Change in net unearned premium reserves10,7272,737(3,598)(51,083)
Net premiums earned153,429165,419469,387495,523
Loss from investment in related party investment fund (see Note 3)(15,133)(14,404)(9,301)(483)
Net investment income (loss)10,493(2,950)21,30015,807
Foreign exchange gains (losses)(495)(1,994)(5,976)8,632
Total revenues148,294146,071475,410519,479
Expenses
Net loss and loss adjustment expenses incurred84,36588,593287,603311,556
Acquisition costs45,51846,445136,789138,646
Underwriting expenses8,9137,98924,32922,341
Corporate and other expenses5,7175,39916,17614,826
Deposit interest expense3194109367
Interest expense1271,4303544,038
Total expenses144,671149,950465,360491,774
Income (loss) before income tax3,623(3,879)10,05027,705
Income tax expense(389)(526)(662)(2,154)
Net income (loss)$3,234$(4,405)$9,388$25,551
Earnings (loss) per share ("EPS"):
Basic$0.10$(0.13)$0.28$0.75
Diluted$0.10$(0.13)$0.28$0.74
Weighted average number of ordinary shares used in the determination of EPS:
Basic32,614,96433,760,33733,111,22633,892,806
Diluted33,212,43133,760,33733,719,20634,477,322

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the three and nine months ended September 30, 2026 and 2025

(expressed in thousands of U.S. dollars)

Three months ended September 30Nine months ended September 30
2026202520262025
Ordinary share capital
Balance - beginning of period$3,288$3,420$3,390$3,483
Issued (forfeited) shares, net9(10)17(37)
Repurchase of ordinary shares(51)(16)(161)(52)
Balance - end of period3,2463,3943,2463,394
Additional paid-in capital
Balance - beginning of period462,563479,097478,910481,551
Repurchase of ordinary shares(7,912)(1,984)(27,002)(6,948)
Share-based compensation expense1,5851,9864,3284,496
Balance - end of period456,236479,099456,236479,099
Retained earnings
Balance - beginning of period231,831180,801225,677150,845
Net income (loss)3,234(4,405)9,38825,551
Balance - end of period235,065176,396235,065176,396
Total shareholders' equity$694,547$658,889$694,547$658,889

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2026 and 2025

(expressed in thousands of U.S. dollars)

Nine months ended September 30
20262025
Cash flows from operating activities
Net income$9,388$25,551
Adjustments to reconcile net income or loss to net cash provided by operating activities:
Loss from investment in related party investment fund9,301483
Net realized and unrealized losses (gains) on investments(910)11,731
Net realized and unrealized gains on derivatives—(13)
Share-based compensation expense4,3454,459
Accretion of debt offering costs, net of change in interest accruals44(691)
Net change in:
Reinsurance balances receivable(18,982)(27,224)
Reinsurance recoverable on unpaid loss and loss adjustment expenses(36,969)3,007
Deferred acquisition costs1,448(16,227)
Unearned premiums ceded(27,626)(6,578)
Loss and loss adjustment expense reserves56,93177,339
Unearned premium reserves39,44854,723
Reinsurance balances payable13,851(7,912)
Funds withheld27,629(6,739)
Other items, net(4,320)(1,909)
Net cash provided by operating activities73,578110,000
Cash flows from investing activities
Proceeds from redemptions of investment in Solasglas62,33414,000
Contributions to investment in Solasglas(54,465)(84,200)
Proceeds from sales of fixed maturity investments20,565—
Proceeds from redemptions and maturities of fixed maturity investments4,009—
Purchases of fixed maturity investments(140,353)—
Purchases of other investments(3,776)(2,737)
Proceeds from sale of other investments4,632984
Purchases of other assets(111)(252)
Net cash used in investing activities(107,165)(72,205)
Cash flows from financing activities
Borrowings from debt facility4,000—
Repayment of debt(4,000)(25,313)
Repurchase of ordinary shares(27,163)(7,000)
Net cash used in financing activities(27,163)(32,313)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash(17)664
Increase (decrease) in cash, cash equivalents and restricted cash(60,767)6,146
Cash, cash equivalents and restricted cash at beginning of the period643,732649,087
Cash, cash equivalents and restricted cash at end of the period$582,965$655,233
Supplementary information:
Interest paid in cash$308$4,411
Income tax paid in cash$1,883$156

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2026

  1. ORGANIZATION AND BASIS OF PRESENTATION

Organization

Greenlight Capital Re, Ltd. (“GLRE” or “Parent” 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 2025 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

During the three and nine months ended September 30, 2026, the Company has reclassified certain expenses incurred by Syndicate 3456 from acquisition costs to underwriting expenses. Accordingly, the prior period condensed consolidated statements of operations have been reclassified to conform to the presentation of the current condensed consolidated statements of operations, in addition to the Innovations segment in Note 17. The following reflects the amounts reclassified.

$0.5 million for the three months ended September 30, 2025; and

$2.0 million for the nine months ended September 30, 2025.

  1. SIGNIFICANT ACCOUNTING POLICIES

There were no changes to the Company’s significant accounting policies subsequent to its 2025 Form 10-K.

Recently Issued Accounting Standards Not Yet Adopted

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 employee compensation, and depreciation / amortization) in commonly presented expense captions in the condensed consolidated income statements. 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. As this ASU relates solely to financial statement disclosure, its adoption will not impact the Company's results of operations, financial condition, or liquidity.

  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 September 30, 2026, GLRE’s share of Partners’ capital in Solasglas was $487.4 million (December 31, 2025: $504.6 million), representing 81.9% (December 31, 2025:81.4%) of Solasglas’ total capital. DME Advisors II, LLC held the remaining 18.1% (December 31, 2025:18.6%) of Solasglas’ total capital.

The Company’s share of Solasglas’ loss from operations for the three and nine months ended September 30, 2026 was $15.1 million and $9.3 million, respectively, (three and nine months ended September 30, 2025: loss of $14.4 million and $0.5 million, respectively), 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, 2026December 31, 2025
Assets
Investments, at fair value$557,650$600,837
Derivative contracts, at fair value11,75422,384
Due from brokers392,233281,505
Interest and dividends receivable5021,463
Total assets962,139906,189
Liabilities
Investments sold short, at fair value(328,097)(275,794)
Derivative contracts, at fair value(37,312)(6,670)
Capital withdrawals payable(110)(1,010)
Interest and dividends payable(1,119)(2,528)
Accrued expenses and other liabilities(241)(178)
Total liabilities(366,879)(286,180)
Partners' capital$595,260$620,009
GLRE’s share of Partners' capital$487,385$504,555

Summarized Statements of Operations of Solasglas Investments, LP

Three months ended September 30Nine months ended September 30
2026202520262025
Investment income
Dividend income (net of withholding taxes)$1,432$1,030$5,152$5,207
Interest income3,4535,06010,30613,509
Total Investment income4,8856,09015,45818,716
Expenses
Management fee(1,565)(1,695)(5,135)(5,181)
Interest(1,245)(4,924)(3,543)(10,395)
Dividends(1,535)(884)(4,292)(2,561)
Research and operating(386)(335)(1,424)(1,306)
Total expenses(4,731)(7,838)(14,394)(19,443)
Net investment income154(1,748)1,064(727)
Realized and change in unrealized gains (losses)
Net realized gain (loss)12,538(57,283)73,138(1,594)
Net change in unrealized depreciation(31,458)39,484(85,048)4,246
Net gain (loss) on investment transactions(18,920)(17,799)(11,910)2,652
Net increase (decrease) in Partners' capital (1)$(18,766)$(19,547)$(10,846)$1,925
GLRE’s share of the increase (decrease) in Partners' capital$(15,133)$(14,404)$(9,301)$(483)

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

Three months ended September 30Nine months ended September 30
2026202520262025
Management fees$1,565$1,695$5,135$5,181
Performance allocation(648)(1,519)—28
Total$917$176$5,135$5,209

See Note 14 for further details on management fees and performance allocation.

  1. FIXED MATURITY INVESTMENTS

For certain regulatory trust accounts used as collateral for reinsurance clients, the funds are invested in fixed maturity securities. Accordingly, these investments are restricted for reinsurance clients.

The following table summarizes the fair value of fixed maturity investments:

September 30, 2026December 31, 2025
Fixed maturity securities:
U.S. government and agencies$38,511$17,979
Agency residential mortgage-backed securities ("RMBS")24,37318,258
Corporate bonds31,9879,769
Asset-backed securities ("ABS")3,0055,565
Non-agency RMBS—600
Municipal bonds—857
Total fixed maturity securities97,87653,028
Liquidity funds81,02912,581
Total fixed maturity investments, at fair value$178,905$65,609

Liquidity funds generally include cash and cash equivalents and highly liquid investments. These funds are approved by Lloyd’s for the purpose of investing Syndicate 3456’s cash. Additionally, the Company’s funds at Lloyd’s to support the Syndicate 3456 capacity are also invested in these liquidity funds.

The following table summarizes the net realized and unrealized losses for the fixed maturity investments:

Three months ended September 30Nine months ended September 30
2026202520262025
Net realized losses(139)—(132)—
Change in net unrealized losses(1,318)—(2,361)—
Net realized and unrealized losses for fixed maturity investments$(1,457)$—$(2,493)$—
  1. OTHER INVESTMENTS

Portfolio

At September 30, 2026, the breakdown of the Company’s other investments was as follows:

At September 30, 2026CostUnrealizedgainsUnrealizedlossesAccrued interestFair value / carrying value
Private equity securities$33,153$38,050$(6,215)$—$64,988
Private debt securities464———464
Total other investments$33,617$38,050$(6,215)$—$65,452

At December 31, 2025, the breakdown of the Company’s other investments was as follows:

At December 31, 2025CostUnrealizedgainsUnrealizedlossesAccrued interestFair value / carrying value
Private equity securities$29,787$38,086$(6,054)$—$61,819
Private debt securities1,585—(572)791,092
Total other investments$31,372$38,086$(6,626)$79$62,911

Private equities

Measurement alternative

During the nine months ended September 30, 2026, 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.

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 30Nine months ended September 30
2026202520262025
Upward adjustments (1)$2,346$3,870$3,044$5,618
Downward adjustments and impairments(2)$(2,321)$(16,400)$(4,091)$(18,007)

(1)The cumulative upward carrying value changes from inception to September 30, 2026, for outstanding holdings, totaled $62.3 million.

(2) The cumulative downward carrying value changes from inception to September 30, 2026, for outstanding holdings, totaled $32.2 million.

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 14):

Three months ended September 30Nine months ended September 30
2026202520262025
Gross realized gains$4,102$653$4,102$658
Gross realized losses——(1,087)—
Net realized gains (losses)$4,102$653$3,015$658
Change in unrealized gains356(12,530)388(12,389)
Net realized and unrealized gains (losses) on other investments$4,458$(11,877)$3,403$(11,731)
  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:

September 30, 2026December 31, 2025
Restricted cash and cash equivalents:
Cash securing trust accounts$159,427$204,129
Cash securing letters of credit issued335,103310,688
Cash securing debt facility10,00010,000
Other7,4537,159
Total restricted cash and cash equivalents511,983531,976
Cash and cash equivalents70,982111,756
Total cash, cash equivalents, and restricted cash$582,965$643,732
  1. FAIR VALUE MEASUREMENTS

Assets measured at fair value on a nonrecurring basis

At September 30, 2026, the Company held $51.1 million (December 31, 2025: $53.3 million) of private equities measured at fair value on a nonrecurring basis. At September 30, 2026, the Company held $13.9 million (December 31, 2025: $9.6 million) of private 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, 2026, for the private 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$19,290$6,948$24,826$51,064

Assets measured at fair value on a recurring basis

Fixed maturity investments

The following table summarizes the fair value hierarchy for the Company’s fixed maturity portfolio.

At September 30, 2026Level 1Level 2Level 3Total
U.S. government and government agencies$25,879$12,632$—$38,511
Agency RMBS—24,373—24,373
Corporate bonds—31,987—31,987
ABS—3,005—3,005
Total$25,879$71,997$—$97,876

Financial Instruments Disclosed, But Not Carried, at Fair Value

At September 30, 2026, the carrying value of private debt securities (see Note 5) and the outstanding debt under the Revolving Credit Facility 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:

September 30, 2026December 31, 2025
Case reserves$277,700$233,076
IBNR747,191734,884
Total$1,024,891$967,960

Reserve Roll-forward

The following provides a reconciliation of the Company’s beginning and ending gross and net reserves for loss and LAE:

ConsolidatedNine months ended September 30
20262025
Gross balance at January 1$967,960$860,969
Less: Losses recoverable(81,392)(85,790)
Net balance at January 1886,568775,179
Incurred losses related to:
Current year286,886303,474
Prior years7178,082
Total incurred287,603311,556
Paid losses related to:
Current year(17,287)(35,136)
Prior years(245,953)(229,908)
Total paid(263,241)(265,043)
Foreign exchange and translation adjustment(4,400)33,833
Net balance at September 30906,530855,525
Add: Losses recoverable (see Note 9)118,36182,783
Gross balance at September 30$1,024,891$938,308

Estimates for Catastrophe Events

At September 30, 2026, the Company’s net reserves for losses and LAE include estimated amounts for several catastrophe and weather-related events (the “CAT losses”). The magnitude and volume of losses arising from CAT events is inherently uncertain. Adjustments are recorded in the period in which they are identified. Accordingly, actual losses for CAT events may ultimately differ materially from the Company’s current estimates.

CAT events in 2026

During the nine months ended September 30, 2026, the Company incurred CAT losses of $29.0 million relating to the Middle East conflict and a QatarEnergy gas facility explosion, net of $3.8 million loss recoveries.

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. There were no loss recoveries associated with this event.

Prior Year Reserve Development

The Company’s net favorable (adverse) prior year reserve 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:

Favorable (Adverse)
Open MarketInnovationsTotal SegmentsCorporateTotal Consolidated
Nine months ended September 30, 2026$6,417$(4,286)$2,131$(2,848)$(717)
Nine months ended September 30, 2025$(4,810)$(1,316)$(6,126)$(1,956)$(8,082)

Open Market Segment

The net favorable reserve development for the nine months ended September 30, 2026 was composed of $13.0 million predominantly on the property business due to lower California wildfire losses than previously anticipated based on latest clients’ estimates (accident year 2025). Additionally, we had better than expected loss emergence on our FAL business (accident years 2024 and 2025) within our multiline business. This was partially offset by $6.6 million of reserve strengthening predominantly on the casualty business (various accident years) due to current economic and social inflation trends.

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 casualty line (various accident years) due to current economic and social inflation trends, in addition to worse than expected loss emergence for the financial line (accident years 2021, 2022, and 2024) relating to the transactional liability business, and for the multiline business (accident years 2023-2024) relating to the 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 accident years 2022-2024) due to better than expected loss emergence.

Innovations Segment

The net adverse reserve development for the nine months ended September 30, 2026 was composed of $5.8 million of reserve strengthening predominantly on the casualty business due to worse than expected loss emergence on the general liability line (accident year 2022). This was partially offset by $1.6 million of favorable reserve development predominantly on the multiline business (Syndicate 3456 for accident year 2024).

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 (accident years 2022-2023) due to higher volume of claims than expected. This was partially offset by $1.3 million of favorable reserve development predominantly on the multiline business.

Corporate - Runoff Business

Corporate represents the Innovations related property runoff business. The prior year adverse reserve development for the above periods relate to continued worse than expected loss emergence on U.S. homeowners property claims (accident years 2021-2023).

  1. RETROCESSION

The following table provides a breakdown of ceded reinsurance:

Three months ended September 30Nine months ended September 30
2026202520262025
Gross ceded premiums$39,173$21,695$119,946$65,344
Earned ceded premiums$35,142$22,181$92,041$58,782
Loss and loss adjustment expenses ceded$28,213$(2,546)$57,322$13,116

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:

September 30, 2026 · December 31, 2025
Gross · Net of Collateral(1) · Gross · Net of Collateral(1)
A- or better by A.M. Best$109,230$94,519$78,874$70,799
Not rated9,6482,4463,035812
Total before provision$118,878$96,965$81,909$71,611
Provision for credit losses(517)(517)
Total reinsurance recoverable, net$118,361$81,392

(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, 2026, we had one reinsurer (December 31, 2025: two) 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 $21.2 million (December 31, 2025: $20.7 million).

  1. DEBT AND CREDIT FACILITIES

Debt Obligations

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

September 30, 2026December 31, 2025
Revolving credit facility$5,000$5,000
Less: deferred financing costs(232)(276)
Total debt$4,768$4,724

Credit Facilities

At September 30, 2026, the Company had letters of credit (“LC”) facilities with the following financial institutions:

CapacityLCs issued
For reinsurance contracts:
HSBC$100,000$18
Citibank275,000142,975
CIBC300,000191,752
Total LCs in favor of cedants$675,000$334,745
For Lloyds' syndicates capacity:
Citibank FAL£60,000£58,000

Except for the above Citibank FAL facility, the LC facilities are cash collateralized (see Note 6). The LC facilities are subject to various customary covenants. At September 30, 2026, the Company was in compliance with all LC facilities’ covenants.

The following were material changes to the respective LC agreements during 2026.

CIBC LC Facilities

On April 1, 2026, the Company entered into the following transactions through its subsidiaries: (i) Greenlight Reinsurance, Ltd. (“Greenlight Re”) amended and restated its Master LC Agreement with CIBC, and ii) Greenlight Reinsurance Ireland, Designated Activity Company (“GRIL”) entered into a Master LC Agreement with CIBC (collectively, the “Master LC Agreements”, and the facilities thereunder, the “CIBC LC Facilities” and each a “CIBC LC Facility”). The Master LC Agreements increase the aggregate LC commitment by CIBC from $200 million to $300 million, thereby providing additional LC capacity for the Company’s operating subsidiaries, Greenlight Re and GRIL. Initially, $250 million has been allocated to Greenlight Re and $50 million to GRIL; however, this allocation may be changed by written agreement between the parties. The CIBC LC Facilities will mature on December 22, 2027, subject to automatic annual extensions unless prior written notice is provided by either party.

Each CIBC LC Facility is secured by a first-priority lien on a separate cash collateral account held with CIBC, with a minimum cash balance equal to the face amount of the LCs issued and outstanding under such CIBC LC Facility.

Citibank FAL Facility

On April 29, 2026, the Citibank FAL facility increased from £50 million to £60 million.

  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:

Nine months ended September 30
20262025
Balance – beginning of period33,897,70934,831,324
Issue of shares for vested RSUs (see Note 12)142,828100,793
Issue of restricted shares to directors83,68656,322
Forfeiture of restricted shares (see Note 12)(56,934)(376,686)
Repurchase of ordinary shares(1,606,894)(512,527)
Balance – end of period32,460,39534,099,226

Share Repurchase Plan

On May 2, 2025, the Board of Directors re-approved a share repurchase plan, until June 30, 2026, authorizing the Company to repurchase up to $25 million of ordinary shares or securities convertible into ordinary shares in the open market, through privately negotiated transactions or Rule 10b5-1 stock trading plans.

On April 28, 2026, the Board of Directors approved a new share repurchase plan of up to $40 million from May 15, 2026 to May 31, 2027. This replaces the plan noted above.

All shares repurchased are canceled immediately upon repurchase.

For the nine months ended September 30, 2026, the Company repurchased 1,606,894 ordinary shares for $27.2 million (2025: $7.0 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, 2026, the Company has no issued and outstanding preferred shares.

  1. SHARE-BASED COMPENSATION

Refer to Note 12 of the Company’s audited consolidated financial statements of its 2025 Form 10-K for a summary of the Company’s 2023 Incentive Plan, including the definition of performance-based and service-based stock awards.

At September 30, 2026,2,641,949 (December 31, 2025:2,932,559) ordinary shares remained available for future issuance under the Company’s 2023 Incentive Plan.

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, 2026 and 2025:

Performance RSsService RSs
Number ofnon-vestedrestricted sharesWeighted averagegrant datefair valueNumber ofnon-vestedrestricted sharesWeighted averagegrant datefair value
Balance at December 31, 2024944,587$9.87191,556$9.96
Granted——56,32213.05
Vested(222,532)9.65(134,418)10.02
Forfeited(374,474)9.08(2,212)9.85
Balance at September 30, 2025347,581$10.87111,248$11.45
Balance at December 31, 2025347,581$10.87111,248$11.45
Granted——83,68615.57
Vested(290,647)10.87(111,248)11.45
Forfeited(56,934)10.87——
Balance at September 30, 2026—$—83,686$15.57

During the nine months ended September 30, 2026, the Company granted 83,686 RSs to independent directors as part of their remuneration for services to the Company (2025:56,322 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 are not entitled to any dividends declared until the RSs vest.

For the nine months ended September 30, 2026, the total fair value of Performance and Service RSs vested was $6.0 million (2025: $4.9 million). The remaining outstanding Service RSs were granted to independent directors. Starting in 2024, stock award to employees were made in the form of restricted stock units.

Employee Restricted Stock Units

The following table summarizes the activity for unvested outstanding restricted stock units (“RSUs”) during the nine months ended September 30, 2026 and 2025:

Performance RSUsService RSUs
Number ofnon-vestedRSUsWeighted averagegrant datefair valueNumber ofnon-vestedRSUsWeighted averagegrant datefair value
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(59,502)7.55(12,477)12.34
Balance at September 30, 2025490,823$12.10224,751$12.60
Balance at December 31, 2025490,823$12.10224,751$12.60
Granted182,09815.15155,59115.08
Vested(49,495)9.85(93,333)12.31
Forfeited(12,481)10.66(3,961)13.87
Balance at September 30, 2026610,945$13.22283,048$14.04

For the awards granted during the nine months ended September 30, 2026, 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, 2026, the total fair value of Performance and Service RSUs vested was $2.1 million (2025: $1.4 million).

Stock Compensation Expense

For the nine months ended September 30, 2026, the Company recorded $4.3 million (2025: $4.5 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 nine months ended September 30, 2026 and 2025:

Three months ended September 30Nine months ended September 30
2026202520262025
Numerator for EPS:
Net income (loss) - basic$3,234$(4,405)$9,388$25,551
Net income (loss) - diluted$3,234$(4,405)$9,388$25,551
Denominator for EPS:
Weighted average shares outstanding - basic32,614,96433,760,33733,111,22633,892,806
Effect of dilutive employee and director share-based awards597,467—607,980584,516
Weighted average shares outstanding - diluted33,212,43133,760,33733,719,20634,477,322
Anti-dilutive stock options outstanding522,250579,636522,250579,636
EPS:
Basic$0.10$(0.13)$0.28$0.75
Diluted$0.10$(0.13)$0.28$0.74
  1. NET INVESTMENT INCOME

The following table provides a breakdown of net investment income:

Three months ended September 30Nine months ended September 30
2026202520262025
Interest and dividend income, net of withholding taxes and other expenses$5,145$6,578$15,017$19,880
Investment income from Lloyd's syndicates2,3472,3495,3737,658
Net realized and unrealized gains (losses) on fixed maturities(1,457)—(2,493)—
Net realized and unrealized gains (losses) on other investments (see Note 5)4,458(11,877)3,403(11,731)
Net investment income10,493(2,950)21,30015,807
Share of Solasglas' net loss (see Note 3)(15,133)(14,404)(9,301)(483)
Total investment income (loss)$(4,640)$(17,354)$11,999$15,324
  1. RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

For the nine months ended September 30, 2026, there was no material change to the Company’s investment advisory agreement with Solasglas as described in its 2025 Form 10-K. Effective May 1, 2026, the monthly management fee payable to DME Advisors by Solasglas changed to 0.104% (1.25% per annum) from 0.125% (1.5% per annum). Refer to Note 3 for a breakdown of management fees and performance allocation for the nine months ended September 30, 2026 and 2025.

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, 2026, Solasglas, along with certain affiliates of DME Advisors, collectively owned 24.0% 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, 2026, Solasglas held 0.8 million shares of GRBK.

Service Agreement

The Company is a party to 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.

Share Repurchase Agreement

On June 1, 2026, the Company entered into an Ordinary Share Repurchase Agreement (the “Ordinary Share Agreement”) with David M. Einhorn 2021-07 Family Trust (the “Seller”), an affiliate of Mr. David Einhorn. Subject to the terms and conditions of the Ordinary Share Agreement:

the Company will buy back from the Seller a number of ordinary shares ($0.10 par value per share) equal to 33% of all the ordinary shares the Company repurchases under a 10b5-1 plan entered into on June 3, 2026 (the "June 10b5-1 Plan"). This covers the period from when the June 10b5-1 Plan takes effect up to (but not including) the trading day before the closing date, with the share count rounded down to the nearest whole share; and

the price the Company pays the Seller per share will be equal to the weighted average price per share the Company paid under the June 10b5-1 Plan, not including any commissions.

Accordingly, on August 3, 2026, between the Company and the Seller, the Company repurchased 106,060 ordinary shares from the Seller at $16.14 per share, based on the weighted average price per ordinary share, excluding any commissions, paid by the Company in connection with the open market repurchases made by the Company between June 3, 2026 and July 31, 2026.

On August 4, 2026, the Company executed an additional Ordinary Share Repurchase Agreement with the Seller, under substantially the same terms and conditions, covering Company repurchases for the period from August 7, 2026 through October 26, 2026. See Note 18 for shares repurchased under the Ordinary Share Agreement in October 2026.

  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 fixed maturities portfolio is exposed to potential losses arising from diminishing creditworthiness of issuers of bonds. The fixed maturities portfolio is managed by an external investment manager in accordance with the Company’s investment guidelines and the underlying investment guidelines set by the respective regulatory trusts. At September 30, 2026, there was no fixed maturity security that exceeded 10% of the Company’s shareholders’ equity.

The Company’s credit risk exposure to private debt securities within its “Other investments” are immaterial (see Note 5).

Reinsurance balances receivable, net

The following table shows the breakdown of reinsurance balances receivable:

September 30, 2026December 31, 2025
Amount%Amount%
Premiums receivable$311,41345.6%$246,53337.1%
Funds withheld:
Premiums held by Lloyd's syndicates328,33748.0336,21650.6
Funds held by cedants34,8635.132,3374.9
Funds at Lloyd’s17—44,1856.7
Profit commission receivable10,0821.56,4591.0
Total before provision684,712100.2665,730100.2
Provision for expected credit losses(1,349)(0.2)(1,349)(0.2)
Reinsurance balances receivable, net$683,363100.0%$664,381100.0%

The Company has posted deposits at Lloyd’s to support underwriting capacity for certain syndicates, including Syndicate 3456. In addition to the above mentioned Funds at Lloyd’s, the deposits at Lloyd’s are also held in a Liquidity Fund (see Note 4) approved by Lloyd’s. Lloyd’s has a credit rating of “A+” (Superior) from A.M. Best.

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 9 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 2025 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.

d) Unsecured Citibank FAL Facility

The unsecured Citibank LC issued in favor of Lloyd’s is guaranteed by the Parent. Refer to “Credit Facilities” in Note 10 for additional information.

  1. SEGMENT REPORTING

The Company hastwo reportable segments.

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. 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”), who is the Company’s 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, 2026: · Open Market · Innovations · Corporate · Total Consolidated
Gross premiums written$138,843$43,034$(2)$181,875
Net premiums written$114,168$28,537$(3)$142,702
Net premiums earned$125,311$28,121$(3)$153,429
Net loss and LAE incurred(64,215)(19,067)(1,083)(84,365)
Acquisition costs(39,797)(5,722)1(45,518)
Underwriting expenses(6,075)(2,838)—(8,913)
Deposit interest expense, net(31)——(31)
Underwriting income (loss)15,193494(1,085)14,602
Reconciliation to income before income taxes:
Net investment income (loss)4,3295,97419010,493
Corporate and other expenses—(632)(5,085)(5,717)
Income (loss) from investment in Solasglas(15,133)(15,133)
Foreign exchange gains (losses)(495)(495)
Interest expense(127)(127)
Income (loss) before income taxes$19,522$5,836$(21,735)$3,623
Additional information:
Net loss and LAE incurred:
Attritional losses$(68,393)$(16,937)$2$(85,328)
Large event losses942——942
CAT event losses2,511——2,511
Prior year favorable (adverse) loss development725(2,130)(1,085)(2,490)
Total net loss and LAE incurred$(64,215)$(19,067)$(1,083)$(84,365)
Total allocated assets (1)$554,326$180,341$1,555,907$2,290,574

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

Nine months ended September 30, 2026: · Open Market · Innovations · Corporate · Total Consolidated
Gross premiums written$471,392$121,543$(4)$592,931
Net premiums written$393,712$79,278$(5)$472,985
Net premiums earned$391,237$78,155$(5)$469,387
Net loss and LAE incurred(234,390)(50,368)(2,845)(287,603)
Acquisition costs(119,408)(17,382)1(136,789)
Underwriting expenses(16,420)(7,909)—(24,329)
Deposit interest expense, net(109)——(109)
Underwriting income (loss)20,9102,496(2,849)20,557
Reconciliation to income before income taxes:
Net investment income (loss)13,8736,58983821,300
Corporate and other expenses—(1,933)(14,243)(16,176)
Income from investment in Solasglas(9,301)(9,301)
Foreign exchange gains (losses)(5,976)(5,976)
Interest expense(354)(354)
Income (loss) before income taxes$34,783$7,152$(31,885)$10,050
Additional information:
Net loss and LAE incurred:
Attritional losses$(207,953)$(46,082)$3$(254,032)
Large event losses$(3,854)$—$—$(3,854)
CAT event losses(29,000)——(29,000)
Prior year favorable (adverse) loss development6,417(4,286)(2,848)(717)
Total net loss and LAE incurred$(234,390)$(50,368)$(2,845)$(287,603)
Total allocated assets (1)$554,326$180,341$1,555,907$2,290,574

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

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 (1)(40,069)(6,377)1(46,445)
Underwriting expenses (1)(5,446)(2,543)—(7,989)
Deposit interest expense, net(94)——(94)
Underwriting income (loss)22,228668(598)22,298
Reconciliation to income before income taxes:
Net investment income5,623(11,270)2,697(2,950)
Corporate and other expenses—(724)(4,675)(5,399)
Income 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 (2)$489,755$130,382$1,513,918$2,134,055

(1) The Company has reclassified $0.5 million from acquisition costs to underwriting expenses for the three months ended September 30, 2025, to conform with the current year’s presentation for the Innovations segment and total consolidated.

(2) The Company does not allocate assets to reportable segments, with the exception of restricted cash used to collateralize 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 (1)(121,850)(16,909)113(138,646)
Underwriting expenses (1)(15,104)(7,237)—(22,341)
Deposit interest expense, net(367)——(367)
Underwriting income (loss)24,473243(2,103)22,613
Reconciliation to income before income taxes:
Net investment income17,023(10,391)9,17515,807
Corporate and other expenses—(1,898)(12,928)(14,826)
Income from investment in Solasglas(483)(483)
Foreign exchange gains (losses)8,6328,632
Other income——
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 (2)$489,755$130,382$1,513,918$2,134,055

(1) The Company has reclassified $2.0 million from acquisition costs to underwriting expenses for the nine months ended September 30, 2025, to conform with the current year’s presentation for the Innovations segment and total consolidated.

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

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