James River Group Holdings, Inc.

The following table summarizes our results:

(1)Underwriting profit and adjusted net operating income are non-GAAP measures. See “Reconciliation of Non-GAAP Measures.”

(2)Included in underwriting results for the three and nine months ended September 30, 2026 is gross fee income of $782,000 and$3.3 million, respectively ($2.9 million and $11.2 million in the respective prior year periods).

Three Months Ended September 30, 2026 and 2025

The Company reported a net loss from continuing operations of $187.3 million for the three months ended September 30, 2026, largely driven by a $181.8 million charge in the period to fully impair the previously carried amount of goodwill (see discussion below). This compares to $1.6 million of net income from continuing operations for the three months ended

September 30, 2025. Adjusted net operating results were a loss of $4.4 million for the three months ended September 30, 2026 compared to income of $17.4 million for the three months ended September 30, 2025.

Underwriting results were a loss of $20.0 million (combined ratio of 115.6%) for the three months ended September 30, 2026 compared to an underwriting profit of $8.9 million (combined ratio of 94.0%) for the three months ended September 30, 2025. The decrease in underwriting results reflects lower net earned premiums, driven by declining written premiums in both operating segments, and development on prior accident year reserves (see loss ratio discussion below). Underwriting results in the prior year quarter were impacted by $3.8 million of premium adjustments associated with prior years including reinstatement premium in the Excess & Surplus Lines segment which reduced net written and net earned premiums, and underwriting profit, and represented a 2.3 percentage point increase in the combined ratio in the prior year quarter. There were no premium adjustments in the current year quarter for the Excess & Surplus Lines segment.

Our loss ratio for the three months ended September 30, 2026 was higher than the prior year due to net reserve development on prior accident years (excluding adverse prior year development that is subject to deferral under retroactive reinsurance accounting - see discussion below) that was $20.6 million or 16.1 percentage points adverse in the three months ended September 30, 2026 compared to $2.6 million or 1.8 percentage points favorable in the three months ended September 30, 2025. The $20.6 million of adverse development in the current quarter included $19.2 million of adverse development in the Excess and Surplus Lines segment primarily related to products liability coverage and $1.4 million of adverse development in the Specialty Admitted Insurance segment. The Company has exhausted the limits of the E&S ADC and E&S Top Up ADC (see below) and development that would have been subject to those reinsurance covers prior to their exhaustion is recognized as adverse development in our results of operations. Premium adjustments associated with prior years including reinstatement premium in the Excess and Surplus Lines segment increased the prior year loss ratio by 1.7 percentage points.

Our expense ratio increased from 28.3% in the prior year quarter to 33.7% in the current year quarter due to the 14.0% decline in net earned premiums and lower ceding commissions reflecting a higher retention in the Excess & Surplus Lines segment and significant non-renewals of programs in the Specialty Admitted Insurance segment. We are closely managing expenses. General and administrative expenses were down $2.9 million or 9.2% compared to the prior year quarter including a $3.4 million or 15.6% decline in compensation expenses, partially offset by higher software costs reflecting our investment in new E&S underwriting technology.

Investment income for the three months ended September 30, 2026 was $266,000 or 1.2% above the prior year period. Net realized and unrealized losses on investments of $2.9 million for the three months ended September 30, 2026 included $2.5 million of net realized and unrealized losses on equity securities (majority preferred stock). This compares to $1.2 million of net realized and unrealized gains for the three months ended September 30, 2025 largely driven by $1.0 million of net realized and unrealized gains on equity securities (see Investing Results below).

The net loss from discontinued operations of $133,000 and $572,000 for the three months ended September 30, 2026 and 2025, respectively, reflects litigation and other costs related to the sale of JRG Re.

Adjusted net operating results declined from the prior year quarter primarily due to the lower underwriting results. Tangible common equity declined 11.7% in the current year quarter driven by the net loss in the period and rising interest rates, which led to unrealized losses on fixed maturities in other comprehensive income.

Nine Months Ended September 30, 2026 and 2025

The Company reported a net loss from continuing operations of $189.5 million for the nine months ended September 30, 2026, including a $181.8 million charge to impair the previously carried amount of goodwill (see discussion below). This compares to net income from continuing operations of $17.7 million for the nine months ended September 30, 2025. Adjusted net operating income was $11.4 million and $38.2 million in the respective periods.

Underwriting results were a loss of $26.5 million (combined ratio of 106.6%) for the nine months ended September 30, 2026 compared to an underwriting profit of $11.6 million (combined ratio of 97.4%) for the nine months ended September 30, 2025. The year-over-year decline in underwriting results reflects lower net earned premiums, driven by decreased written premiums in both operating segments, and development on prior accident year reserves (see loss ratio discussion below).

Underwriting results for the respective periods also include $7.2 million and $9.6 million of premium adjustments associated with prior years including reinstatement premium in the Excess & Surplus Lines segment which reduced net written and net earned premiums, and underwriting profit. The impact of the premium adjustments was a 1.8 and 2.0 percentage point increase in our combined ratios in the respective periods. The premium adjustments in the current year were primarily reinstatement premiums driven by one large claim ceded to a $9.0 million excess of $2.0 million treaty in the three months ended March 31, 2026. As of September 30, 2026, the Company has less than $10.0 million of remaining exposure to additional reinstatement premiums on the treaty.

The loss ratio for the nine months ended September 30, 2026 was higher than the prior year primarily due to net reserve development on prior accident years (excluding adverse prior year development that is subject to deferral under retroactive reinsurance accounting - see discussion below) that was $21.0 million or 5.2 percentage points adverse in the nine months ended September 30, 2026 compared to $291,000 or 0.1 percentage points adverse in the nine months ended September 30, 2025. The $21.0 million of adverse development in the current nine-month period included $19.3 million of adverse development in the Excess and Surplus Lines segment primarily related to products liability coverage and $1.7 million of adverse development in the Specialty Admitted Insurance segment. The Company has exhausted the limits of the E&S ADC and E&S Top Up ADC (see below) and development that would have been subject to those reinsurance covers prior to their exhaustion is recognized as adverse development in our results of operations. Premium adjustments associated with prior years including reinstatement premium in the Excess and Surplus Lines segment increased the respective loss ratios by 1.2 and 1.4 percentage points.

Our expense ratio increased from 30.5% in the prior year to 34.4% in the current year due to the 11.2% decline in net earned premiums and lower ceding commissions reflecting a higher retention in the Excess & Surplus Lines segment and significant non-renewals of programs in the Specialty Admitted Insurance segment. We are closely managing expenses. General and administrative expenses were down $9.5 million or 9.0% compared to the prior year including a $9.2 million or 12.6% decline in compensation expenses. Premium adjustments associated with prior years including reinstatement premium in the Excess and Surplus Lines segment increased the respective expense ratios in both periods by 0.6 percentage points.

Investment income increased by $1.3 million or 2.2% in the nine months ended September 30, 2026 compared to the same period in the prior year driven by higher income from private investments, reflecting growth in our structured private credit investments. Net realized and unrealized losses on investments of $8.5 million for the nine months ended September 30, 2026 include $5.1 million and $3.3 million of net realized and unrealized losses on bank loan participations and equity securities (majority preferred stock), respectively. This compares to net realized and unrealized losses of $484,000 for the nine months ended September 30, 2025 which included $1.9 million of net realized and unrealized losses on bank loan participations, partially offset by $1.4 million of net realized and unrealized gains on equity securities (see Investing Results below).

For the nine months ended September 30, 2026, the net loss from discontinued operations of $503,000 represented litigation and other costs related to the sale of JRG Re. For the nine months ended September 30, 2025, the net loss from discontinued operations of $2.3 million included a final downward adjustment to the closing date purchase price plus interest of $523,000 and $1.8 million of litigation and other costs related to the sale of JRG Re.

Adjusted net operating income declined from the prior year due to the lower underwriting results, partially offset by higher investment income and lower interest expense. Tangible common equity declined 10.5% in the nine months ended September 30, 2026 principally due to rising interest rates, which led to unrealized losses on fixed maturities in other comprehensive income. Our adjusted net operating return on tangible common equity of 3.9% for the nine months ended September 30, 2026 compares to a 15.0% return for the nine months ended September 30, 2025.

Loss Portfolio Transfers and Adverse Development Covers

Loss portfolio transfers and adverse development covers are forms of retroactive reinsurance utilized by the Company to transfer losses and loss adjustment expenses and associated risk of adverse development on covered subject business, as defined in the respective agreements, to an assuming reinsurer in exchange for a reinsurance premium. This reinsurance can bring economic finality (up to the limit of such agreements, if applicable) on the subject risks when they no longer meet the Company's risk appetite or are no longer aligned with the Company's risk management guidelines.

Commercial Auto Loss Portfolio Transfer

On September 27, 2021, James River Insurance and James River Casualty Company (together, “James River”) entered into a loss portfolio transfer transaction (the “Commercial Auto LPT”) with Aleka Insurance, Inc. (“Aleka”), a captive insurance company affiliate of Rasier LLC, to reinsure substantially all of the Excess & Surplus Lines segment's legacy portfolio of commercial auto policies previously issued to Rasier LLC and its affiliates (collectively, “Rasier”) for which James River is not otherwise indemnified by Rasier. The reinsurance coverage is structured to be fully collateralized, is not subject to an aggregate limit, and is subject to certain exclusions. The cumulative amounts ceded under the loss portfolio transfer was $452.1 million as of September 30, 2026 and $451.4 million as of December 31, 2025.

Combined Loss Portfolio Transfer and Adverse Development Cover

On July 2, 2024, James River entered into a Combined Loss Portfolio Transfer and Adverse Development Cover Reinsurance Contract (the “E&S ADC”) with State National Insurance Company, Inc. (“State National”). The transaction closed upon signing.

The E&S ADC was effective January 1, 2024 (the “Effective Date”) and applies to James River’s Excess & Surplus Lines segment casualty portfolio losses attaching to premium earned during 2010-2023 (both years inclusive), excluding, among others, losses related to commercial auto policies issued to a former large insured or its affiliates (the “Subject Business”). Pursuant to the E&S ADC, (a) State National reinsures 85% of losses paid on and after the Effective Date in respect of the Subject Business in excess of $716.6 million up to an aggregate limit of $467.1 million (with State National’s share of the aggregate limit being $397.0 million) in exchange for a reinsurance premium paid by James River equal to $313.2 million, and (b) James River continues to manage claims and to manage and collect the benefit of other existing third-party reinsurance on the Subject Business, which third-party reinsurance inures to the benefit of the E&S ADC. Additional adverse development of $35.0 million (net of the Company's 15% retention) recognized on the subject business of the E&S ADC in the year ended December 31, 2025 exhausted the remaining limit of the E&S ADC.

Adverse Development Cover

On November 11, 2024, Enstar, through its subsidiary Cavello Bay Reinsurance Limited (“Cavello Bay”), entered into an adverse development cover agreement with James River (“E&S Top Up ADC”), pursuant to which, in exchange for a premium of $52.8 million (less an amount equal to the federal excise tax payable on the premium), Cavello Bay reinsures, effective January 1, 2024, 100% of the losses associated with James River’s Excess & Surplus Lines segment casualty portfolio losses attaching to premium earned during 2010-2023 (both years inclusive). The E&S Top Up ADC excludes losses related to commercial auto policies issued to a former large insured or its affiliates and is subject to a retention by James River of $1,183.7 million (the limit of the E&S ADC executed on July 2, 2024) and up to an aggregate limit of $75.0 million. The E&S Top Up ADC closed on December 23, 2024. The Company recognized a $52.8 million reduction in pre-tax income in connection with the adverse development cover upon closing. In 2025, $51.4 million of adverse development was ceded to the E&S Top Up ADC, reducing the aggregate limit remaining on the E&S Top Up ADC to $23.6 million at December 31, 2025. During the nine months ended September 30, 2026, an additional $23.6 million of adverse development was ceded to the E&S Top Up ADC, exhausting the remaining limit. Of the $23.6 million of adverse development ceded, $22.2 million was subject to deferral under retroactive reinsurance accounting.

Retroactive Reinsurance Accounting

The Company periodically reevaluates the remaining reserves subject to the Commercial Auto LPT, the E&S ADC, and the E&S Top Up ADC, and when recognized adverse prior year development on the subject business causes the cumulative amounts ceded under the agreements to exceed the consideration paid, the agreements move into a gain position subject to deferral for retroactive reinsurance accounting under GAAP. Gains are deferred under retroactive reinsurance accounting and recognized in earnings in proportion to actual paid recoveries under the agreements using the recovery method. While the deferral of gains can introduce volatility in the Company's operating results in the short-term, over the life of the contract, we would expect no economic impact to the Company as long as the counterparty performs under the contract. The impact of retroactive reinsurance accounting is not indicative of the Company's current and ongoing operations.

The following tables summarize the retroactive reinsurance accounting for the Commercial Auto LPT, the E&S ADC, and the E&S Top Up ADC for the three and nine months ended September 30, 2026 and 2025, respectively.

Premiums

Insurance premiums are earned ratably over the terms of our insurance policies, generally twelve months. The following table summarizes the change in premium volume by component and business segment:

Gross written premiums for the Excess & Surplus Lines segment (which represents 91.6% and 91.5% of our consolidated gross written premiums in the three and nine months ended September 30, 2026, respectively) declined 18.8% and 12.5% compared to the three and nine month prior year periods, respectively. Markets are extremely competitive and we remain focused on our underwriting guidelines, prioritizing profitable growth in small to medium sized accounts. New and renewal submissions continued to grow compared to the prior year periods. Renewal rates were largely even with the prior year quarter (slightly up year-over-year), and the number of bound policies as a percentage of business quoted declined compared to the prior year periods due to increased competition. Our average account size has decreased from the prior year reflecting our underwriting focus. The change in gross written premiums by primary underwriting division is shown below:

Gross written premiums for the Specialty Admitted Insurance segment (which represents 8.4% and 8.5% of our consolidated gross written premiums in the three and nine months ended September 30, 2026, respectively) declined 42.8% and 68.6% from the three and nine month prior year periods, respectively, reflecting non-renewals of programs. The segment currently has four active programs.

Net Retention

Our net premium retention is summarized by segment as follows:

Net premium retention for the Excess & Surplus Lines segment increased in the current year periods due to changes made in our reinsurance coverage to retain more of the business we write. The segment retention was also impacted by premium adjustments associated with prior years including reinstatement premium ($— and $7.2 million in the three and nine months ended September 30, 2026, respectively, compared to $3.8 million and $9.6 million in the respective prior year periods) which reduced net written premiums and the net retention ratio in both periods.

The lower net premium retention for the Specialty Admitted Insurance segment in 2026 reflects our focus on low net retentions, the impact of certain non-renewals in our fronting business, and changes in reinsurance as coverages renew.

Segment Results

Excess & Surplus Lines Segment

Results for the Excess & Surplus Lines segment are as follows:

(1)Underwriting Profit is a non-GAAP Measure. See “Reconciliation of Non-GAAP Measures.”

The Excess & Surplus Lines segment reported an underwriting loss of $10.8 million (combined ratio of 108.5%) in the three months ended September 30, 2026. This compares to an underwriting profit of $16.4 million (combined ratio of 88.3%) in the prior year quarter. The decrease in underwriting results reflects lower net earned premiums, driven by declining written premiums, and development on prior accident year reserves (see loss ratio discussion below).

Underwriting results in the prior year quarter were impacted by $3.8 million of premium adjustments associated with prior years including reinstatement premiums in the Excess & Surplus Lines segment which reduced net written and net earned premiums, and underwriting profit, and represented a 2.3 percentage point increase in the combined ratio in the prior year quarter. There were no premium adjustments in the current year quarter for the Excess & Surplus Lines segment.

The loss ratio for the three months ended September 30, 2026 increased from the prior year quarter reflecting a higher current accident year loss ratio and net reserve development on prior accident years (excluding adverse prior year development that is subject to deferral under retroactive reinsurance accounting - see discussion above) that was $19.2 million or 15.2 percentage points adverse in the three months ended September 30, 2026 compared to $2.4 million or 1.7 percentage points favorable in the three months ended September 30, 2025. The adverse development in the current quarter was largely related to products liability coverage. The limits of the E&S ADC and E&S Top Up ADC (see above) have been exhausted and development that would have been subject to those reinsurance covers prior to their exhaustion is recognized as adverse development in our results of operations. Premium adjustments associated with prior years including reinstatement premium increased the prior year loss ratio by 1.7 percentage points.

The expense ratio increased from 24.8% in the prior year quarter to 28.2% in the current quarter primarily reflecting the 9.9% decrease in net earned premiums, greater spending on software, and lower ceding commissions (we are retaining a greater percentage of the business we write in the segment in the current year), partially offset by lower compensation expenses and premium adjustments which represented a 0.7 percentage point increase in the segment expense ratio in the prior year quarter.

For the nine months ended September 30, 2026 and 2025, the Excess & Surplus Lines segment produced underwriting profits of $3.8 million and $39.8 million (combined ratios of 99.0% and 90.5%), respectively. The year-over-year decline in underwriting results reflects lower net earned premiums, driven by decreased written premiums, and development on prior accident year reserves (see loss ratio discussion below). The underwriting results in the respective periods were also impacted by $7.2 million and $9.6 million of premium adjustments associated with prior years including reinstatement premium which reduced net written and net earned premiums, and underwriting profit. The premium adjustments increased the segment combined ratio by 1.7 and 2.0 percentage points in the respective periods.

The loss ratio for the nine months ended September 30, 2026 increased from the prior year due to a higher current accident year loss ratio and net reserve development on prior accident years (excluding adverse prior year development that is subject to deferral under retroactive reinsurance accounting - see discussion above) that was $19.3 million or 4.9 percentage points adverse in the nine months ended September 30, 2026, primarily related to products liability coverage, compared to $52,000 favorable in the nine months ended September 30 2025. The Company has exhausted the limits of the E&S ADC and E&S Top Up ADC (see above) and development that would have been subject to those reinsurance covers prior to their exhaustion is recognized as adverse development in our results of operations. The impact of premium adjustments on the nine month loss ratios was an additional 1.3 points and 1.4 points in the respective periods.

The expense ratio increased from 25.6% in the prior year to 28.0% in the current year primarily reflecting the 5.5% lower net earned premium, greater spending on software, and lower ceding commissions as we are retaining a greater percentage of the business we write in the segment in the current year, partially offset by lower compensation expense. The premium adjustments represented a 0.5 and 0.6 percentage point increase in the segment expense ratio in the respective periods.

Specialty Admitted Insurance Segment

Results for the Specialty Admitted Insurance segment are as follows:

(1)Underwriting Loss is a non-GAAP Measure. See “Reconciliation of Non-GAAP Measures.”

(2)Underwriting results include gross fee income of $782,000 and$3.3 million for the three and nine months ended September 30, 2026, respectively ($2.9 million and $11.2 million in the respective prior year periods).

The Specialty Admitted Insurance segment reported underwriting losses of $3.5 million and $8.1 million for the three and nine months ended September 30, 2026, respectively, compared to underwriting losses of $352,000 and $2.1 million in the respective prior year periods. Lower written and earned premium volumes in 2026 reflect our selective approach to new fronting opportunities and the non-renewal of several programs. Net development in our loss estimates for prior accident years was $1.4 million and $1.7 million adverse in the three and nine months ended September 30, 2026, respectively, compared to $236,000 favorable and $343,000 adverse in the respective prior year periods. We are closely managing expenses for the segment. General and administrative expenses decreased 34.3% and 40.2% from the respective three and nine month prior year periods primarily driven by decreased compensation and taxes, licenses, and fee expenses. In the prior year quarter, the segment benefited from certain sliding scale and other adjustments on certain programs which lowered commission expense.

Corporate and Other Segment

Other operating expenses for the Corporate and Other segment include personnel costs associated with the holding companies, professional fees, long-term incentive compensation (including share-based compensation) for the full Company, public company expenses and various other corporate expenses. The expenses are included in our calculation of consolidated underwriting profit, and in our consolidated expense ratio and combined ratio. Total operating expenses of the Corporate and Other segment were $5.7 million and $22.2 million for the three and nine months ended September 30, 2026, respectively, down from $7.2 million and $26.1 million in the respective prior year periods due to lower compensation expenses.

Investing Results

Net investment income was $22.2 million and $63.8 million for the three and nine months ended September 30, 2026, respectively ($21.9 million and $62.4 million in the respective prior year periods). The Company's private investments generated income of $2.2 million and $4.3 million for the three and nine months ended September 30, 2026, respectively (income of $1.1 million and $2.3 million in the respective prior periods). Excluding private investments, our net investment income for the three and nine months ended September 30, 2026 decreased 4.1% and 1.2%, respectively, from the prior year period principally due to lower average cash and cash equivalent balances partially offset by allocations of capital to higher yielding fixed maturities. The average duration of our portfolio excluding restricted cash equivalents was 3.8 years at September 30, 2026.

Major categories of the Company’s net investment income are summarized as follows:

The following table summarizes our annualized gross investment yields:

Of our total cash and invested assets of $1,846.2 million at September 30, 2026 (excluding restricted cash equivalents), $167.9 million represents the cash and cash equivalents portion of the portfolio. The majority of the portfolio, or $1,374.7 million, is comprised of fixed maturity securities that are classified as available-for-sale and carried at fair value with unrealized gains and losses on these securities reported, net of applicable taxes, as a separate component of accumulated comprehensive income (loss). Also included in our investments are $154.7 million of bank loan participations, $72.4 million of equity securities (majority preferred stock), $4.9 million of short-term investments, and $71.7 million of other invested assets.

Bank loan participations generally provide a higher yield than our portfolio of fixed maturity securities and are primarily senior, secured floating-rate debt rated “BB”, “B”, or “CCC” by Standard & Poor’s or an equivalent rating from another nationally recognized statistical rating organization, and are therefore below investment grade. Bank loans include assignments of and participations in performing and non-performing senior corporate debt generally acquired through primary bank syndications and in secondary markets. They consist of, but are not limited to, term loans, the funded and unfunded portions of revolving credit facilities, and similar loans and investments. Bank loan participations are measured at fair value pursuant to the Company's election of the fair value option, and changes in unrealized gains and losses in bank loan participations are reported in our income statement as net realized and unrealized gains (losses) on investments. At September 30, 2026 and December 31, 2025, the fair market value of these securities was $154.7 million and $155.1 million, respectively.

For the nine months ended September 30, 2026, the Company recognized net realized and unrealized investment losses of $8.5 million ($2.9 million of net realized and unrealized investment losses for the three months ended September 30, 2026), including $2.9 million of net unrealized losses on bank loan participations, $3.5 million of net unrealized losses for the change in the fair value of equity securities (majority preferred stock), $2.2 million of net realized investment losses on the sale of bank loan participations, $265,000 of net investment gains on the sale of equity securities (majority preferred stock), $50,000 of net realized investment losses on the sale of fixed maturity securities, and an impairment loss of $30,000 for two fixed maturity securities due to the Company's intent to sell.

For the nine months ended September 30, 2025, the Company recognized net realized and unrealized investment losses of $484,000 ($1.2 million of net realized and unrealized investment gains for the three months ended September 30, 2025), including $1.2 million of net unrealized gains on bank loan participations, $1.0 million of net unrealized gains for the change in the fair value of equity securities, $3.1 million of net realized investment losses on the sale of bank loan participations, $329,000 of net realized investment gains on the sale of equity securities, and $21,000 of net realized investment gains on the sale of fixed maturity securities.

In conjunction with its outside investment managers, the Company performs quarterly reviews of all securities within its investment portfolio to determine whether any impairment has occurred. As a result of this review, management concluded that there were no credit-related impairments of fixed maturity securities at September 30, 2026, December 31, 2025, or September 30, 2025. At September 30, 2026, 99.8% of the Company’s fixed maturity security portfolio was rated “BBB-” or better (“investment grade”) by Standard & Poor’s or received an equivalent rating from another nationally recognized rating agency. Management does not intend to sell available-for-sale securities in an unrealized loss position, and it is not “more likely than not” that the Company will be required to sell these securities before a recovery in their value to their amortized cost basis occurs.

The amortized cost and fair value of our available-for-sale fixed maturity securities were as follows:

The following table sets forth the composition of the Company’s portfolio of available-for-sale fixed maturity securities by rating as of September 30, 2026:

The amortized cost and fair value of our available-for-sale investments in fixed maturity securities summarized by contractual maturity are as follows:

Other Income and Expense

Other income and (expense) included the following:

The non-operating expenses above primarily consist of legal and other professional fees and other expenses related to various strategic initiatives and litigation that the Company is involved in, as well as employee severance costs.

Interest Expense

Interest expense was $5.7 million and $16.9 million for the three and nine months ended September 30, 2026, respectively ($6.2 million and $17.6 million in the respective prior year periods). See “—Liquidity and Capital Resources—Sources and Uses of Funds” for more information regarding our senior bank debt facilities and trust preferred securities. Interest rates on our outstanding senior and trust preferred debt are variable, and the lower interest expense for the current year periods primarily reflects lower rates in effect during the current year.

Amortization of Intangibles and Impairment of Intangible Assets

The Company recorded $90,000 of amortization of intangible assets in each of the three months ended September 30, 2026 and 2025 ($272,000 in each of the nine months ended September 30, 2026 and 2025).

Goodwill and Impairment

On December 11, 2007, the Company completed an acquisition of James River Group by acquiring 100% of the outstanding shares of James River Group common stock. The transaction was accounted for under the purchase method of accounting, and goodwill and intangible assets were recognized by the Company as a result of the transaction.

Goodwill is tested annually for impairment in the fourth quarter of each calendar year or more frequently if events and circumstances indicate that the carrying amount of the reporting unit including goodwill, may exceed their fair values. During the second quarter of 2026, the Company performed a quantitative goodwill impairment assessment on the James River Excess & Surplus Lines reporting unit due to the substantial and sustained decline in the Company’s stock price and overall market capitalization from May 4, 2026 to June 30, 2026 and due to market conditions for excess and surplus lines impacting the reporting unit’s actual and projected results. These market conditions also decreased the valuations of some of the Company’s peer companies, resulting in lower forward valuation multiples for the peer group used in our analysis. As in prior periods, the Company used a combination of a market approach and an income approach in performing the quantitative analysis. The Company also considered the observed multiples on a sale transaction of a peer company that was completed in the second quarter of 2026. No goodwill impairment was recorded in the second quarter of 2026. However, the quantitative testing performed in the second quarter of 2026 showed that the fair value of the James River Excess & Surplus Lines reporting unit exceeded the carrying value by less than 3% as of June 30, 2026. This represented a significant reduction in the amount that the fair value of the reporting unit exceeded its carrying value from our previous quantitative analysis performed at October 1, 2025.

During the third quarter of 2026, the Company again performed a quantitative goodwill impairment assessment on the James River Excess & Surplus Lines reporting unit due to the continuation of the sustained decline in the Company’s stock price and due to market conditions for excess and surplus lines impacting the reporting unit’s actual and projected results. Gross written premiums for the three-months ended September 30, 2026 were down 18.8% compared to the prior year quarter. Renewal rates were generally flat compared to the prior year quarter compared to higher renewal rate increases in prior periods. Further, the James River Excess and Surplus reporting unit experienced $19.2 million of adverse development that was primarily related to products liability coverage. This adverse development was an output of the Company’s annual first principles, ground-up review of all assumptions, methods, and segmentation used in the reserving process.

For the quantitative goodwill impairment testing, the fair value of the reporting unit was determined using a combination of a market approach and an income approach which projects future cash flows produced by the reporting unit and discounts those cash flows to their present value. Based on this quantitative testing, the Company determined that the full amount of the goodwill, $181.8 million, should be recognized as an impairment loss. This $181.8 million charge is recorded on the line item “Impairment of goodwill” on the accompanying Condensed Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income. As a result of this impairment charge, the goodwill asset is $0 at September 30, 2026.

Income Tax Expense

The Company’s U.S. federal income tax expense differs from the amount computed by applying the federal statutory income tax rate of 21% to income before taxes primarily due to interest income on tax-advantaged state and municipal securities, dividends received income, and excess tax benefits and expenses on share based compensation. Prior to the Company's domestication from Bermuda to the U.S. on November 7, 2025, the Company's effective tax rate was impacted by the relative mix of income from continuing operations reported by country and the statutory tax rates of 0% and 21% imposed by Bermuda and the U.S., respectively. The Company did not receive a U.S. tax deduction for losses in Bermuda in the prior year periods resulting from Bermuda holding company expenses and interest expense. Our effective tax rate on (loss) income from continuing operations was 0.7% in each of the three and nine months ended September 30, 2026 (39.9% and 31.9% in the respective prior year periods). The effective tax rate of 0.7% for the three and nine months ended September 30, 2026 was below the federal statutory income tax rate of 21% primarily because of the goodwill impairment in the three months ended September 30, 2026, which did not produce a tax benefit, and, for the nine months ended September 30, 2026, excess tax expenses on share based compensation of $359,000 during the period.

The Company has a deferred tax asset of $23.1 million at September 30, 2026 associated with unrealized losses in the Company’s available-for-sale fixed maturity securities portfolio. The unrealized losses are attributable to changes in market interest rates and other economic factors rather than credit-related factors of the issuers. The Company does not intend to sell available-for-sale debt securities in an unrealized loss position, and it is not “more likely than not” that the Company will be required to sell these securities before a recovery in their fair value to their amortized cost basis occurs. The Company’s hold to recovery assertion related to investments in an unrealized loss position is considered a tax planning strategy and the Company has concluded that no valuation allowance is required for the deferred tax asset associated with unrealized losses on its investments at September 30, 2026.

The Company also has a deferred tax asset of $14.1 million at September 30, 2026 associated with the effects of our 2025 domestication on the business interest expense deduction. The carryforward period for this tax benefit is unlimited and does not expire, but the annual utilization on the consolidated U.S. federal income tax return is limited to the separate company (in this case, our ultimate holding company) that generated the benefit. The Company has developed tax planning strategies that we believe are prudent and feasible to increase the utilization of the carryforward in future tax years. These strategies include reducing interest expense and increasing investment income and overall pre-tax income - both at that specific entity (the ultimate holding company). As a result, the Company has concluded that no valuation allowance is required for the deferred tax asset at September 30, 2026.

Reserves

An indicator of reserve strength that we monitor is the percentage of our gross and net loss reserves that are comprised of incurred but not reported (“IBNR”) reserves.

The Company’s gross reserve for losses and loss adjustment expenses at September 30, 2026 was $2,912.4 million. Of this amount, 76.2% relates to amounts that are IBNR. This amount was 75.9% at December 31, 2025. The Company’s gross reserves for losses and loss adjustment expenses by segment are summarized as follows:

At September 30, 2026, the amount of net reserves (prior to the $1.8 million allowance for uncollectible reinsurance recoverables) of $1,089.5 million that related to IBNR was 84.9%. This amount was 73.5% at December 31, 2025. The Company’s net reserves for losses and loss adjustment expenses by segment are summarized as follows:

LIQUIDITY AND CAPITAL RESOURCES

Sources and Uses of Funds

Our sources of funds consist primarily of premiums written, investment income, reinsurance recoveries, proceeds from sales and redemptions of investments, and, in the past, borrowings on our credit facilities, and the issuance of common shares and Series A Preferred Shares. We use operating cash flows primarily to pay operating expenses, losses and loss adjustment expenses, reinsurance premiums, and income taxes. Cash flow from operations may differ substantially from net income. The potential for a large claim under an insurance contract means that substantial and unpredictable payments may need to be made within relatively short periods of time.

The following table summarizes our cash flows:

Cash used in operating activities excluding restricted cash equivalents was $45.0 million for the nine months ended September 30, 2026. This compares to cash provided by operating activities of $7.1 million for the nine months ended September 30, 2025. Written premiums have declined in the current year for both operating segments, leading to lower collections relative to claim payments.

Cash used in investing activities was $40.0 million and $146.4 million for the nine months ended September 30, 2026 and 2025, respectively, reflecting the Company's efforts to enhance the yield in our investment portfolio by investing available cash and cash equivalents into higher yielding investments. Cash and cash equivalents excluding restricted cash equivalents represented 9.1% and 12.0% of total cash and invested assets at September 30, 2026 and 2025.

Cash used in financing activities of $8.1 million for the nine months ended September 30, 2026 includes $1.4 million of dividends paid to common shareholders, $5.9 million of dividends paid on the Series A Preferred Shares, and $697,000 of payroll taxes withheld and remitted on net settlement of RSUs. Cash provided by financing activities of $15.7 million for the nine months ended September 30, 2025 includes a $25.0 million borrowing under the Previous Credit Agreement (as defined below), $1.5 million of dividends paid to common shareholders, $5.9 million of dividends paid on the Series A Preferred Shares, and $646,000 of payroll taxes withheld and remitted on net settlement of RSUs.

The activity in restricted cash equivalents for the nine months ended September 30, 2026 and 2025 relates to a former insured, per the terms of a collateral trust. See Amounts Recoverable from an Indemnifying Party and Reinsurer on Legacy Commercial Auto Book below.

Dividends

Our operations are conducted by our wholly-owned subsidiaries. Accordingly, our holding companies may receive cash through corporate service fees, dividends received from our subsidiaries, or through payments from our subsidiaries pursuant to our consolidated tax allocation agreement. In addition, in the past, our holding companies also received cash through loans from banks and the issuance of equity and debt securities.

The payment of dividends by our subsidiaries to us is limited by statute. In general, the laws and regulations applicable to our insurance subsidiaries limit the aggregate amount of dividends or other distributions that they may declare or pay within any 12-month period without advance regulatory approval. Generally, the limitations are based on the greater of statutory net income for the preceding year or 10.0% of statutory surplus at the end of the preceding year. In addition, insurance regulators have broad powers to prevent reduction of statutory surplus to inadequate levels and could refuse to permit the payment of dividends calculated under any applicable formula. On March 31, 2026, James River Insurance paid a $30.0 million dividend to its parent, James River Group. The remaining amount of dividends available to our holding companies from our insurance subsidiaries during 2026 without regulatory approval is $66.1 million.

Holders of the Series A Preferred Shares are entitled to a dividend at the rate of 7% of the $1,000 liquidation preference per share (the “Liquidation Preference”) per annum, paid in cash, in-kind in common stock or in Series A Preferred Shares, at our election. On October 1, 2029, and each five-year anniversary thereafter, the dividend rate will reset to a rate equal to the five-year U.S. treasury rate plus 5.2%, provided, that the dividend rate shall not exceed 8.0%. Dividends accrue and are payable quarterly. Cash dividends of $5.9 million were paid in each of the nine months ended September 30, 2026 and 2025.

At September 30, 2026, our holding companies had $11.8 million of cash and invested assets, comprised of cash and cash equivalents of $11.7 million and other invested assets of $111,000, which are not subject to regulatory restrictions.

Credit Agreements

On June 12, 2025, the Company entered into a Credit Agreement (the “Credit Agreement”). The Credit Agreement replaced the Company’s Third Amended and Restated Credit Agreement dated July 7, 2023 (the “Previous Credit Agreement”), which provided for a$212.5 million unsecured revolving credit facility and a$45.0 million secured revolving credit facility.

The Credit Agreement provides for a$212.5 million unsecured revolving credit facility available for general corporate purposes and matures on June 12, 2028. Following the sale of JRG Re, the Company no longer had a need for the secured revolving credit facility provided by the Previous Credit Agreement. The interest rates applicable to the loans under the Credit Agreement are generally based on the Secured Overnight Financing Rate (“SOFR”) plus a specified margin (2.75% at September 30, 2026)based on the Company’s Leverage Ratio (as defined in the Credit Agreement). In addition, the Company will pay an unused facility fee on each lender’s commitment (0.3% at September 30, 2026).

At September 30, 2026, the Company had a drawn balance of $210.8 million outstanding under the Credit Agreement, including $25.0 million previously borrowed on January 27, 2025 under the Previous Credit Agreement which was contributed to our regulated insurance entities.

The Credit Agreement provides for an accordion feature that permits the Company to request that one or more lenders (without the consent of the other lenders) or new financial institutions (with the consent of the Administrative Agent) provide it with increases in the credit facility of up to an aggregate of$30.0 million, subject to the agreement of the applicable lender or financial institution and satisfaction of certain conditions.

The Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default. The Credit Agreement also includes financial covenants, including a maximum leverage ratio and minimum consolidated net worth, risk-based capital ratio and financial strength rating requirements with which the Company was in compliance at September 30, 2026.

In connection with the Credit Agreement, James River Group entered into a Continuing Guaranty of Payment dated June 12, 2025 pursuant to which James River Group guarantees the payment and performance of the Company’s obligations under the Credit Agreement and other loan documents.

Senior Debt and Trust Preferred Securities

On May 26, 2004, we issued $15.0 million of senior debt due April 29, 2034. The senior debt is not redeemable by the holder or subject to sinking fund requirements. Interest accrues quarterly and is payable in arrears at a floating rate per annum equal to the 3-month SOFR plus 4.11%. This senior debt is redeemable at par prior to its stated maturity at our option in whole or in part. The terms of the senior debt contain certain covenants, with which we are in compliance at September 30, 2026, and which, among other things, restrict our ability to issue senior indebtedness secured by James River Group’s common stock or its subsidiaries’ capital stock or to issue shares of its subsidiaries’ capital stock.

From May 2004 through January 2008, we sold trust preferred securities through five Delaware statutory trusts sponsored and wholly-owned by the Company or its subsidiaries. Each trust used the net proceeds from the sale of its trust preferred securities to purchase our floating-rate junior subordinated debt.

The following table summarizes the nature and terms of the junior subordinated debt and trust preferred securities outstanding at September 30, 2026 (including the Company’s repurchases of a portion of these trust preferred securities):

All of the junior subordinated debt is currently redeemable at 100.0% of the unpaid principal amount at our option.

The junior subordinated debt contains certain covenants with which we are in compliance as of September 30, 2026.

At September 30, 2026 and December 31, 2025, the Company's leverage ratio was 27.9% and 27.5%, respectively. The leverage ratio is defined in our Credit Agreement as the ratio of adjusted consolidated debt to total capital. Adjusted consolidated debt treats trust preferred securities as equity capital up to 15% of total capital. The Series A Preferred Shares represent equity capital for purposes of the leverage ratio calculation under the credit agreements. Total capital is defined as total debt plus tangible equity excluding accumulated other comprehensive income. The maximum leverage ratio permitted by the agreements is 35.0%.

James River Insurance has access to certain credit products including advances through its membership in the Federal Home Loan Bank. Any advances would be in the form of collateralized short-term borrowings not to exceed 30% of the Company's total assets.

Ceded Reinsurance

Our insurance segments enter into reinsurance contracts to limit our exposure to potential losses arising from large risks, to protect against the aggregation of several risks in a common loss occurrence, and to provide additional capacity for growth. Our reinsurance is contracted under excess of loss and proportional quota share reinsurance contracts. In excess of loss reinsurance, the reinsurer agrees to assume all or a portion of the ceding company’s losses in excess of a specified amount. The premiums payable to the reinsurer are negotiated by the parties based on their assessment of the amount of risk being ceded to the reinsurer because the reinsurer does not share proportionately in the ceding company’s losses. In proportional quota share reinsurance, the reinsurer agrees to assume a specified percentage of the ceding company’s losses arising out of a defined class of business in exchange for a corresponding percentage of premiums. These proportional quota share reinsurance agreements generally include a ceding commission paid by the reinsurer to the Company to cover acquisition costs associated with the insurance ceded. The Company also utilizes facultative reinsurance to reduce the amount of exposure it retains on individual accounts according to its guidelines for accepting risk across various industry segments, locations and types of exposure. For the nine months ended September 30, 2026 and 2025, our net premium retention was 54.0% and 46.9%, respectively.

The following is a summary of our Excess & Surplus Lines segment’s ceded reinsurance in place as of September 30, 2026:

(1) Excluding Excess Casualty.

(2) Total exposure to any one claim is generally $718,000.

(3) Except up to $3.46 million for two large habitational accounts.

(4) The property catastrophe reinsurance treaty has a limit of $25.0 million per event with one reinstatement.

We use catastrophe modeling software to analyze the risk of severe losses from hurricanes and earthquakes on our exposure. We utilize the model in our risk selection, pricing, and to manage our overall portfolio probable maximum loss (“PML”) accumulations. A PML is an estimate of the amount we would expect to pay in any one catastrophe event within a given annual probability of occurrence (i.e. a return period or loss exceedance probability).

In our Excess & Surplus Lines segment, we write a small book of excess property insurance, but we do not write primary property insurance. The Excess & Surplus Lines segment has a specific proportional quota share treaty in effect to cover property risks. The proportional quota share treaty along with facultative reinsurance helps ensure that our net retained limit per risk will be $5.0 million or less.

Some of our reinsurance treaties are subject to reinstatement premiums. In particular, a specialty casualty treaty in our Excess & Surplus Lines segment providing $9.0 million in excess of $2.0 million coverage is subject to reinstatement premiums for treaty years spanning July 1, 2016 through July 1, 2022. Reinstatement premiums on this treaty are subject to aggregate caps for each treaty year, and once the cap is reached, we are no longer required to pay a reinstatement premium in order to reinstate the limit under this treaty. At September 30, 2026, we have less than $10.0 million of remaining exposure to additional reinstatement premiums on this specialty casualty treaty.

Some of our reinsurance treaties are subject to loss ratio caps or aggregate limits. As of September 30, 2026, ceded losses to our reinsurance treaties were within these caps and aggregate limits, where applicable.

Based upon the property catastrophe modeling of our Excess & Surplus Lines and Specialty Admitted Insurance segments, it would take an event greater than the 1 in 1,000 year PML to exhaust our $25.0 million property catastrophe reinsurance. In the event of a catastrophe loss exhausting our $25.0 million property catastrophe reinsurance, we estimate our pre-tax cost would not exceed 2.5% of shareholders’ equity, including reinstatement premiums and net retentions. In addition to this retention, we would retain any losses in excess of our reinsurance coverage limits.

The Commercial Auto LPT with Aleka reinsures substantially all of the Excess & Surplus Lines segment’s legacy portfolio of commercial auto policies previously issued to Rasier. See “Amounts Recoverable from an Indemnifying Party and Reinsurer on Legacy Commercial Auto Book” below for further information on this reinsurance agreement.

The E&S ADC with State National reinsures James River’s Excess & Surplus Lines segment casualty portfolio losses attaching to premium earned during 2010-2023 (both years inclusive), excluding, among others, losses related to commercial auto policies issued to a former large insured or its affiliates. See “Combined Loss Portfolio Transfer and Adverse Development Cover” above for further information on this reinsurance agreement. The aggregate limit on the E&S ADC has been exhausted at September 30, 2026.

The E&S Top Up ADC with Enstar, through its subsidiary Cavello Bay Reinsurance Limited, reinsures 100% of the losses associated with James River’s Excess & Surplus Lines segment portfolio losses attaching to premium earned during 2010-2023 (both years inclusive). This agreement excludes losses related to commercial auto policies issued to a former large insured or its affiliates. It is subject to a retention by James River of $1,183.7 million (the limit of the E&S ADC) and up to an aggregate limit of $75.0 million. The $75.0 million aggregate limit has been exhausted at September 30, 2026.

The following is a summary of our Specialty Admitted Insurance segment’s ceded reinsurance contract coverage in effect as of September 30, 2026:

Our Specialty Admitted Insurance segment purchases reinsurance for at least 90.0% of the exposed limits on specialty admitted property-casualty business. While the segment focuses on casualty business, incidental property risk is incurred in the fronting and program business. The segment is also protected by property catastrophe coverage for $25.0 million in excess of $5.0 million per occurrence to manage its property exposure to an approximate 1 in 1,000 year PML.

In the aggregate, we believe our pre-tax group-wide PML from a 1 in 1,000 year property catastrophe event would not exceed 2.5% of shareholders’ equity, inclusive of reinstatement premiums payable.

The Company’s insurance segments remain liable to policyholders if its reinsurers are unable to meet their contractual obligations under applicable reinsurance agreements. We establish an allowance for credit losses for our current estimate of uncollectible reinsurance recoverables. At September 30, 2026, the allowance for credit losses on reinsurance recoverables was $1.8 million. To minimize exposure to significant losses from reinsurance insolvencies, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk. The Company generally seeks to purchase reinsurance from reinsurers with A.M. Best financial strength ratings of “A-” (Excellent) or better. The Company’s reinsurance contracts generally require reinsurers that are not authorized as reinsurers under U.S. state insurance regulations or that experience rating downgrades from rating agencies below specified levels to fund their share of the Company’s ceded outstanding losses and loss adjustment expense reserves, typically through the use of irrevocable and unconditional letters of credit. In fronting arrangements, which the Company conducts through its Specialty Admitted Insurance segment, we are subject to credit risk with regard to insurance companies who act as reinsurers for us in such arrangements. We require collateral, in the form of a trust arrangement or letter of credit, to secure the obligations of the insurance entity for whom we are fronting.

At September 30, 2026, we had reinsurance recoverables on unpaid losses of $1,821.1 million (net of a $1.8 million allowance for credit losses) and reinsurance recoverables on paid losses of $140.2 million, and all material recoverable amounts were from companies with A.M. Best ratings of “A-" (Excellent) or better, or are collateralized by the reinsurer for our benefit through letters of credit or funds on deposit in trust accounts.

Amounts Recoverable from an Indemnifying Party and Reinsurer on Legacy Commercial Auto Book

James River previously issued a set of commercial auto insurance contracts (the “Rasier Commercial Auto Policies”) to Rasier under which James River pays losses and loss adjustment expenses on the contracts. James River has indemnity agreements with Rasier (non-insurance entities) (collectively, the “Indemnity Agreements”) and is contractually entitled to reimbursement for the portion of the losses and loss adjustment expenses paid on behalf of Rasier under the Rasier Commercial Auto Policies and other expenses incurred by James River. In addition, on September 27, 2021, James River entered into the

Commercial Auto LPT with Aleka to reinsure substantially all of the Rasier Commercial Auto Policies for which James River is not otherwise indemnified by Rasier under the Indemnity Agreements.

Each of Rasier and Aleka are required to post collateral equal to 102% of James River's estimate of the respective party's obligations in trusts pursuant to the terms of the Indemnity Agreements and the Commercial Auto LPT, respectively. At September 30, 2026, the total balance of collateral securing Rasier's obligations under the Indemnity Agreements was $17.0 million and Aleka's obligations under the Commercial Auto LPT was $6.9 million. At September 30, 2026, the total reinsurance recoverables under the Commercial Auto LPT was $7.1 million.

While the Commercial Auto LPT brings economic finality to substantially all of the Rasier Commercial Auto Policies, the Company has credit exposure to Rasier and Aleka under the Indemnity Agreements and the Commercial Auto LPT if the estimated losses and expenses of the Rasier Commercial Auto Policies grow at a faster pace than the growth in the collateral balances. In addition, the Company has credit exposure if its estimates of future losses and loss adjustment expenses and other amounts recoverable under the Indemnity Agreements and the Commercial Auto LPT, which are the basis for establishing the collateral balances, are lower than actual amounts paid or payable. The amount of the Company's credit exposure in any of these instances could be material. To mitigate these risks, the Company closely and frequently monitors its exposure compared to the collateral held, and requests additional collateral in accordance with the terms of the Commercial Auto LPT and Indemnity Agreements when its analysis indicates that it has uncollateralized exposure.

Ratings

The A.M. Best Company financial strength rating for our group’s regulated insurance subsidiaries is “A-” (Excellent) with a negative outlook. This rating reflects A.M. Best’s opinion of our insurance subsidiaries’ financial strength, operating performance and ability to meet obligations to policyholders and is not an evaluation directed towards the protection of investors. The rating for our U.S. operating insurance companies of “A-” (Excellent) is the fourth highest rating of the thirteen ratings issued by A.M. Best and is assigned to insurers that have, in A.M. Best’s opinion, an excellent ability to meet their ongoing obligations to policyholders.

The financial strength ratings assigned by A.M. Best have an impact on the ability of our insurance subsidiaries to attract and retain agents and brokers and on the risk profiles of the submissions for insurance that our subsidiaries receive. We believe the “A-” (Excellent) ratings assigned to our U.S. insurance subsidiaries allow our Excess & Surplus Lines segment to actively pursue relationships with the agents and brokers identified in its marketing plans.

If we remain on negative outlook for an extended period of time or experience a material development in our business or operating results, A.M. Best may downgrade our rating, which would materially impair our ability to continue to write new and renewal business and thereby generate gross written premiums.

Series A Preferred Shares

The Company closed on the issuance and sale of 150,000 Series A Preferred Shares on March 1, 2022 for an aggregate purchase price of $150.0 million, or $1,000 per share, in a private placement. The Series A Preferred Shares are convertible into shares of common stock at the option of the holder at any time, or at the Company’s option under certain circumstances. Dividends on the Series A Preferred Shares accrue quarterly at the rate of 7% of the Liquidation Preference per annum, which may be paid in cash, in-kind in common stock or in Series A Preferred Shares, at the Company’s election.

On November 11, 2024, the Company amended the Certificate of Designations setting forth the terms of the Series A Preferred Shares to, among other things, convert 37,500 outstanding Series A Preferred Shares with a liquidation value of $37.5 million to shares of common stock at a per share price of $6.40. Following the conversion, 112,500 Series A Preferred Shares remain outstanding.

EQUITY

The Company issued 280,454 shares of common stock related to the vesting of restricted share units (“RSUs”) in the nine months ended September 30, 2026, increasing the total shares of common stock outstanding from 45,968,584 at December 31, 2025 to 46,249,038 at September 30, 2026.

Share Based Compensation Expense

The Company recognized $1.0 million and $3.7 million of share based compensation expense in the three and nine months ended September 30, 2026, respectively ($847,000 and $4.3 million in the respective prior year periods). As of September 30, 2026, the Company had $8.5 million of unrecognized share based compensation expense expected to be charged to earnings over a weighted-average period of 2.1 years.

Equity Incentive Plans

RSUs

The following table summarizes RSU activity:

Outstanding RSUs granted to employees generally vest ratably over a three-year vesting period in the case of time-vest RSUs and cliff vest at the end of a three-year performance period in the case of PRSUs. RSUs granted to non-employee directors generally have a one year vesting period. The RSUs granted in 2026 and 2025 include 372,873 and 620,108 PRSU awards, respectively. Initial PRSU awards are granted at the 100% target performance level. The Company projects the level of achievement for each award during the performance period and periodically adjusts the number of outstanding awards to reflect the number of awards expected to vest.

Underwriting Performance Ratios

The following table provides the underwriting performance ratios of the Company's continuing operations inclusive of the impact of retroactive reinsurance accounting. There is no economic impact to the Company over the life of a retroactive reinsurance contract so long as any additional losses subject to the contract are within the limit of the contract and the counterparty performs under the contract. Retroactive reinsurance accounting is not indicative of our current and ongoing operations. Management believes that providing loss ratios and combined ratios on business excluding the impact of retroactive reinsurance accounting gives the users of our financial statements useful information in evaluating our current and ongoing operations.

RECONCILIATION OF NON-GAAP MEASURES

See “Key Metrics” above for descriptions of why management believes the following Non-GAAP measures provide useful information about our financial condition and results of operation.

Reconciliation of Underwriting Profit

We define underwriting profit as net earned premiums and gross fee income (in specific instances when the Company is not retaining insurance risk) less losses and loss adjustment expenses on business from continuing operations not subject to retroactive reinsurance accounting and other operating expenses. Other operating expenses include the underwriting, acquisition, and insurance expenses of the operating segments and, for consolidated underwriting profit, the expenses of the Corporate and Other segment. Our definition of underwriting profit may not be comparable to that of other companies.

The following table reconciles the underwriting profit (loss) of the operating segments by individual segment to consolidated income (loss) before income taxes:

(1)Included in underwriting results for the three and nine months ended September 30, 2026 is gross fee income of $782,000 and$3.3 million, respectively ($2.9 million and $11.2 million in the respective prior year periods).

Reconciliation of Adjusted Net Operating Income

Adjusted net operating income is defined as income available to common shareholders excluding a) income (loss) from discontinued operations, b) the impact of retroactive reinsurance accounting, c) net realized and unrealized gains (losses) on investments, d) impairments of goodwill and intangible assets, e) certain non-operating expenses such as professional service fees related to certain lawsuits, various strategic initiatives, and the filing of registration statements for the offering of securities, f) severance costs associated with terminated employees, g) deemed dividends recorded with the amendment of the Series A Preferred Shares, and h) the one-time tax benefit from Domestication for business interest expenses. Adjusted net operating income should not be viewed as a substitute for net income calculated in accordance with GAAP, and our definition of adjusted net operating income may not be comparable to that of other companies.

Our income available to common shareholders reconciles to our adjusted net operating income as follows:

Tangible Equity (per Share) and Tangible Common Equity (per Share)

Tangible equity is defined as shareholders' equity plus mezzanine Series A Preferred Shares and the deferred retroactive reinsurance gain less goodwill and intangible assets, net of amortization. Tangible equity per share represents tangible equity divided by the sum of total shares of common stock outstanding plus the shares of common stock resulting from an assumed conversion of the outstanding Series A Preferred Shares into common shares (at the conversion price effective as of the last day of the applicable period). Tangible common equity is defined as shareholders' equity plus the deferred retroactive reinsurance gain less goodwill and intangible assets, net of amortization. Tangible common equity per share represents tangible common equity divided by the total shares of common stock outstanding. Our definitions of tangible equity, tangible equity per share, tangible common equity and tangible common equity per share may not be comparable to that of other companies, and they should not be viewed as a substitute for shareholders’ equity and shareholders’ equity per share calculated in accordance with GAAP.

The following table reconciles shareholders’ equity to tangible common equity as of September 30, 2026, December 31, 2025, and September 30, 2025: