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AMBAC FINANCIAL GROUP INC

For the period ended Sep 30, 2025. Filed Nov 10, 2025.

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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, 2025 · Filed Nov 10, 2025

OSG$4.99-2.9%Stored close · as of Nov 6, 2026

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Notes to Unaudited Consolidated Financial Statements

Note 1. Background and Business Description9Note 8. Goodwill and Intangible Assets24
Note 2. Segment Information12Note 9. Revenues From Contracts with Customers24
Note 3. Discontinued Operation14Note 10. Comprehensive Income (Loss)26
Note 4. Investments16Note 11. Net Income Per Share27
Note 5. Fair Value Measurements18Note 12. Income Taxes28
Note 6. Insurance Contracts22Note 13. Commitments and Contingencies29
Note 7. Derivative Instruments23
Ambac Financial Group, Inc.8Third Quarter 2025 Form 10-Q
  1. BACKGROUND AND BUSINESS DESCRIPTION

Business

The following description provides an update of Note 1. Background and Business Description and Note 2. Basis of Presentation and Significant Accounting Policies in the Notes to the Consolidated Financial Statements included in Part II, Item 8 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and should be read in conjunction with the complete descriptions provided in the Form 10-K. Capitalized terms used, but not defined herein, and in the other footnotes to the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q shall have the meanings ascribed thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Ambac Financial Group, Inc. (“AFG”), headquartered in New York City, is an insurance holding company incorporated in the state of Delaware on April 29, 1991. References to “Ambac,” the “Company,” “we,” “our,” and “us” are to AFG and its subsidiaries, as the context requires. Ambac's principal businesses include:

Insurance Distribution —Ambac's specialty property and casualty ("P&C") insurance underwriting and distribution business, includes Managing General Agents and Underwriters (collectively "MGAs" or "MGA/Us"), an insurance broker, and other distribution and underwriting businesses. On October 31, 2025, the Company completed the acquisition of ArmadaCorp Capital, LLC and its subsidiaries (collectively, "ArmadaCare"), a leading specialty accident and health MGA. Ambac's insurance distribution platform operates in the following lines of business: property, niche specialty risk, accident & health, miscellaneous specialty, reinsurance, surety, marine & energy, specialty auto, other professional and professional Directors & Officers ("D&O") .

Specialty Property & Casualty Insurance — Ambac's Specialty Property & Casualty Insurance program business currently includes five carriers (collectively, “Everspan”). Everspan carriers have an A.M. Best rating of 'A-' (Excellent) which was last affirmed on July 17, 2025.

The Company reports thesetwo business operations as segments; see Note 2. Segment Information for further information.

Basis of Presentation

The Company has disclosed its significant accounting policies in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The following significant accounting policies provide an update to those included in the Company’s Annual Report on Form 10-K.

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") for interim financial reporting and with the instructions to Form 10-Q and Article 10 of

Regulation S-X. Accordingly, they do not include all of the information and disclosures required by GAAP for annual periods. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2024. The accompanying consolidated financial statements have not been audited by an independent registered public accounting firm in accordance with the standards of the Public Company Accounting Oversight Board (U.S.), but in the opinion of management such financial statements include all adjustments necessary for the fair presentation of the Company’s consolidated financial position and results of operations. The results of operations for the three and nine months ended September 30, 2025, may not be indicative of the results that may be expected for the year ending December 31, 2025. The December 31, 2024, consolidated balance sheet was derived from audited financial statements.

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. As additional information becomes available or actual amounts become determinable, the recorded estimates are revised and reflected in operating results.

Consolidation

The consolidated financial statements include the accounts of AFG and all other entities in which AFG (directly or through its subsidiaries) has a controlling financial interest. All significant intercompany balances have been eliminated. The usual condition for a controlling financial interest is ownership of a majority of the voting interests of an entity.

Discontinued Operations

On September 29, 2025, the Company completed the sale of its Legacy Financial Guarantee business, inclusive of Ambac Assurance Corporation ("AAC") and its wholly owned subsidiary Ambac Assurance UK Limited. The results of discontinued operations for all periods to the date of sale are reported separately as Net income (loss) from discontinued operations within the Consolidated Statements of Total Comprehensive Income for the current and prior periods. Assets and liabilities of AAC are presented on the Consolidated Balance Sheet as of December 31, 2024, under Assets of discontinued operations and Liabilities of discontinued operations. AAC's cash flows for all periods to the date of sale are reflected as Net cash provided by (used in) discontinued operations within the Consolidated Statements of Cash Flows. Given the exit from the legacy business, the Company will be changing its name and rebranding in the fourth quarter of 2025.

Refer to Sale of Ambac Assurance Corporation in Note 3. Discontinued Operation for further information.

Acquisition of ArmadaCare

On October 31, 2025, the Company closed on the acquisition of ArmadaCare for a purchase price of $250,000. The Company

Ambac Financial Group, Inc.9Third Quarter 2025 Form 10-Q

purchased all of the issued and outstanding limited liability company interests in ArmadaCare from Sirius Re Holdings, Inc. and Sirius Acquisitions Holding Company.

Credit Facilities

Proceeds from the sale of AAC were used, in part, by the Company to repay the $150,000 credit facility that was used to partially finance the acquisition of Beat Capital Partners Limited ("Beat").

In connection with the acquisition of ArmadaCare on October 31, 2025, Cirrata Group LLC and certain of its subsidiaries (including ArmadaCare) entered into a credit facility providing for a $100,000 term loan and a $20,000 revolving credit facility. The term loan and revolving loans were fully drawn to pay part of the purchase price for ArmadaCare. The term loan will amortize in equal quarterly installments in an aggregate amount equal to 2.5% per annum of the original principal amount, with the remaining balance to be paid on the maturity date infive years. The revolver is payable on the maturity date in five years. Optional prepayments are permitted without premium or penalty. Mandatory prepayments will be due with net cash proceeds from certain asset sales, recovery events (such as insurance recoveries), issuances of indebtedness and indemnity payments. The credit agreement includes customary representations and warranties and covenants applicable to the Insurance Distribution businesses, including (without limitation) maintenance of certain financial ratios and limitations on indebtedness, liens, mergers, sales of assets, investments, restricted payments (such as dividends), and affiliate transactions. Pursuant to a separate guaranty and pledge agreement, AFG guarantees the payment and performance of all obligations under the credit agreement and other loan documents and pledges its ownership interest in Cirrata Group LLC as collateral. AFG makes customary representations and warranties and covenants and agrees to always maintain minimum cash liquidity of $10,000. Pursuant to a separate guaranty and security agreement, the borrowers and other wholly-owned subsidiaries of Cirrata Group LLC guarantee the payment and performance of all obligations under the credit agreement and other loan documents and grant security interests in substantially all of the assets of the borrowers and such other subsidiaries, including their respective ownership interests in their subsidiaries, as collateral.

Pivix Conversion

Effective September 1, 2025, AFG's wholly owned subsidiary, Cirrata Group, LLC ("Cirrata Group"), exercised its option to convert its $3,500 convertible note investment in Pivix Specialty Insurance Services ("Pivix"), an excess and surplus lines MGA/U, into common stock. As a result, Cirrata Group now has a 74% controlling stake in Pivix when combined with its previous 17% minority equity interest and includes Pivix in its consolidated financial statements.

Foreign Currency

The impact of non-functional currency transactions and the remeasurement of non-functional currency assets and liabilities into the respective subsidiaries' functional currency (collectively "foreign currency transactions gains/(losses)") are $(3,791) and $(5,974) for the nine months ended September 30, 2025, and 2024, respectively. Foreign currency transaction gains/(losses)

are primarily the result of Beat transactions in currencies (primarily the U.S. dollar) other than its functional currency (the British Pound Sterling).

Noncontrolling Interests ("NCI")

Nonredeemable NCI

The total Nonredeemable NCI as of September 30, 2025, and December 31, 2024, were $115,790 and $197,755, respectively.

For Beat, the Nonredeemable NCI of $115,790 and $146,837 as of September 30, 2025, and December 31, 2024, includes the NCI share in certain operating units which are minority owned by the units' respective management teams that do not have associated put options. As of December 31, 2024, there were no put options associated with any of these minority interests and as such, the aggregate amount was classified as nonredeemable NCI on the balance sheet. During the nine months ended September 30, 2025, certain NCI shares were reclassified between nonredeemable and redeemable NCI as further described under "Redeemable NCI" below. The acquisition date valuation method to determine the fair value of nonredeemable NCI was the discounted cash flow approach. The significant fair value assumptions used in the model included estimated long term revenue and expense forecasts and the discount rate. When redeemable NCI shares are no longer redeemable, such as when put options expire unused, the NCI shares are reclassified to nonredeemable NCI with no change in carrying value.

During the nine months ended September 30, 2025, Ambac paid $2,967 to purchase certain nonredeemable shares from minority interest owners, resulting in a $14,362 decrease to Nonredeemable noncontrolling interest. During the three months ended September 30, 2205, there was no activity related the purchases of nonredeemable shares. The difference between the consideration paid and carrying value of the nonredeemable NCI is recorded as an adjustment to additional paid-in capital.

Redeemable Noncontrolling Interest

Ambac's acquisitions of MGA/Us has resulted in a majority ownership of the acquired entities by Ambac. Under the terms of applicable agreements, Ambac has call options to purchase the remaining interests from the minority owners (i.e., noncontrolling interests) and the minority owners have put options to sell their interests to Ambac. Because the exercise of the put options are outside the control of Ambac, in accordance with the Distinguishing Liabilities from Equity Topic of the ASC, Ambac reports redeemable NCI in the mezzanine section of its consolidated balance sheet. In addition, during the three months ended March 31, 2025, Ambac entered into put options with certain minority owners of the MGA/U operating entities that are majority owned by Beat. These put options are embedded in the associated NCI shares ("Option Shares"), resulting in remeasurement of the shares at fair value inclusive of the put options, and reclassification of the Option Shares from nonredeemable NCI to redeemable NCI. The change in carrying value resulting from revaluation of $10,276 is recorded as an offset to retained earnings, with a corresponding impact on earnings per share for the nine months ended September 30, 2025. During the nine months ended September 30, 2025, Ambac paid

Ambac Financial Group, Inc.10Third Quarter 2025 Form 10-Q

$1,068 as a result of exercise of put options on the Option Shares, acquiring redeemable NCI with a carrying value of $1,815. The difference between the consideration paid and carrying value of the redeemable NCI is recorded as an adjustment to additional paid-in capital. During the three months ended September 30, 2025, there was no activity related the exercise of the put options on the Option Shares.

The redeemable noncontrolling interest is remeasured on an annual basis as the greater of:

the carrying value under ASC 810, which attributes a portion of consolidated net income (loss) to the redeemable noncontrolling interest, and

the redemption value of the put option under ASC 480 as if it were exercisable at the end of the reporting period.

Management made an accounting policy election to calculate the redemption value of the put options under ASC 480 on an annual basis. Quarterly, the redeemable noncontrolling interest increases or decreases due to activity related to net income and distributions. As the redemption is calculated at year end, management will record an adjustment to bring the redeemable noncontrolling interest to the redemption value calculated at year end.

Any increase (decrease) in the carrying amount of the redeemable noncontrolling interest as a result of adjusting to the redemption value of the put option is recorded as an offset to retained earnings. The impact of such differences on earnings per share are presented in Note 11. Net Income Per Share.

Following is a rollforward of redeemable noncontrolling interest.

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Beginning balance$190,347$17,079$140,860$17,079
Net income (loss) attributable to redeemable noncontrolling interest (ASC 810)(271)(1,776)(1,012)(857)
Gain (loss) on foreign currency translation attributable to redeemable NCI(3,457)7,18910,3137,189
Fair value of acquired redeemable noncontrolling interest at acquisition date1,359179,4281,359179,428
Reclassification from nonredeemable noncontrolling interest including remeasurement at fair value——42,180—
Reclassification to nonredeemable noncontrolling interest——(5,136)—
Put / call option exercise——(1,815)—
Distributions(300)(626)(1,219)(1,676)
Adjustment to redemption value (ASC 480)5692,4022,7172,533
Ending balance$188,247$203,696$188,247$203,696
Supplemental Disclosure of Cash Flow Information
Nine Months Ended September 30,
20252024
Cash paid during the period for:
Income taxes3,889$1,234
Interest and related fees on debt19,775—
Non-cash investing and financing activities:
Ambac common stock issued as partial consideration to acquire Beat—29,229
September 30,
20252024
Reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets to the Consolidated Statements of Cash Flows:
Cash and cash equivalents$27,520$40,803
Restricted cash24,24715,973
Total cash, cash equivalents, and restricted cash shown on the Consolidated Statements of Cash Flows$51,767$56,776

Restricted cash is cash that we do not have the right to use for general purposes and consists primarily of fiduciary cash held by Ambac's insurance distribution subsidiaries and Everspan state deposits.

Reclassifications and Rounding

Reclassifications may have been made to prior years' amounts to conform to the current year's presentation. Certain amounts and tables in the consolidated financial statements and associated notes may not add due to rounding.

Adopted Accounting Standards

There have been no new accounting standards adopted during the nine months ended September 30, 2025.

Future Application of Accounting Standards and Required Disclosures

Income Taxes:

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. The enhancements in the ASU include the following:

Within the rate reconciliation table, disclosure of additional categories of information about federal, state, and foreign income taxes and providing more details about the reconciling items in some categories if the items meet a quantitative threshold.

Annual disclosure of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes and disaggregation of the information by jurisdiction based on a quantitative threshold.

Other disclosures include: i) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and ii) income

Ambac Financial Group, Inc.11Third Quarter 2025 Form 10-Q

tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign.

The ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. Ambac will adopt this ASU for the annual reporting period ending December 31, 2025. The standard is not expected to have a consequential impact on Ambac's financial statements.

Credit Losses for Accounts Receivable and Contract Assets:

In July 2025, the FASB issued ASU 2025-05, Financial Instruments— Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in the ASU provide all entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions under Topic 606. The practical expedient allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The ASU is effective for interim and annual periods beginning after December 15, 2025. The standard is not expected to have a material impact on Ambac's financial statements.

Goodwill and Other— Internal-Use Software

In September 2025, the FASB issued ASU 2025-06, Intangibles— Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal Use Software. This standard is intended to increase the operability of the accounting guidance for internal-use software development costs considering the evolution of software development methods. Amendments remove references to prescriptive and sequential project stages, requiring entities to start capitalizing costs when: i) management has authorized and committed to funding the project and ii) it is probable that the project will be completed and the software will be used to perform the function intended.

The ASU is effective for interim and annual periods beginning after December 15, 2027 with early adoption permitted. Ambac has not determined if it will early adopt this ASU and is evaluating its impact on Ambac's financial statements.

Expense Disaggregation Disclosures:

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures(Subtopic 220-40). The enhanced disclosures requirements include the following:

Disclose the amounts of certain expense categories included in each relevant expense caption. Those categories applicable to Ambac include employee compensation, depreciation, and intangible asset amortization. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed above.

Include certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements.

Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

The ASU is effective for annual periods beginning after December 15, 2026 and for interim reporting periods after December 15, 2027 with early adoption permitted. Ambac has not determined if it will early adopt this ASU and is evaluating the impact on Ambac's financial statements.

  1. SEGMENT INFORMATION

The Company reports its results of continuing operations intwo segments: Specialty Property and Casualty Insurance and Insurance Distribution. These reportable segments offer distinct products and services as further described in Note 1. Background and Business Description. The Company's segments have separate management teams with incentive compensation structures based on segment level performance. Financial reporting for each segment is regularly provided to the Company's Chief Executive Officer, who is the chief operating decision maker ("CODM") for purposes of monitoring the businesses, assessing performance and allocating resources.

The following tables summarize the components of the Company’s total revenues and expenses, and pretax income (loss) by reportable business segment. Information provided below for “Corporate and Other” primarily relates to the operations of AFG, which will include investment income on its investment portfolio and costs to maintain the operations of AFG, including public company reporting, capital management and business development costs for the acquisition and development of new business initiatives. As a result of the Company reporting the results of operations of AAC as discontinued operations, certain corporate costs charged to AAC totaling $1,521 and $3,678 for the three months ended September 30, 2025 and 2024 and $6,786 and $11,258 for the nine months ended September 30, 2025 and 2024, respectively, have been reported in Net income from continuing operations on the Consolidated Statements of Total Comprehensive Income and included in Corporate and Other in the tables below.

Ambac Financial Group, Inc.12Third Quarter 2025 Form 10-Q
Three Months Ended September 30, 2025 · Three Months Ended September 30, 2024
Reportable Segments · Reportable Segments
Specialty Property & Casualty Insurance · Insurance Distribution · Corporate & Other · Total · Specialty Property & Casualty Insurance · Insurance Distribution · Corporate & Other · Total
Revenues:
Net premiums earned$17,027$17,027$27,441$27,441
Commissions$36,05936,059$23,06423,064
Servicing and other fees4,8554,8552,2662,266
Program fees3,5903,5903,6223,622
Investment income1,648401$6172,6661,672300$1,5163,488
Other5091,906(7)2,4087,397(1,635)4,36210,124
Total revenues from continuing operations22,77443,22261066,60640,13223,9955,87870,005
Less:
Losses and loss adjustment expenses14,38614,38620,42120,421
Policy acquisition costs3,4913,4915,9935,993
Commissions11,16711,1679,4999,499
Intangible amortization and depreciation9,4173299,7466,6354697,104
Interest6,1856,1853,7453,745
Compensation expense2,73415,64914,74633,1292,8029,2736,51718,592
Non Compensation expense2,2086,55111,82220,5811,9822,79220,63425,408
Total expenses from continuing operations22,81948,96926,89798,68531,19831,94427,62090,762
Segment pretax income (loss)(45)(5,747)(26,287)(32,079)8,934(7,949)(21,742)(20,757)
Segment income tax expense (benefit)8(1,241)(8)(1,241)944(883)(928)(867)
Segment net income (loss)(53)(4,506)(26,279)(30,838)7,990(7,066)(20,814)(19,890)
Segment net (income) loss attributable to noncontrolling interest—(892)(892)—1,7731,773
Net income (loss) attributable to shareholders$(53)$(5,398)$(26,279)(31,730)$7,990$(5,293)$(20,814)(18,117)
Reconciliation to consolidated net income (loss) attributable to shareholders
Discontinued operations(80,890)(9,386)
Net income (loss) attributable to shareholders$(112,620)$(27,503)
Reconciliation of segment assets to consolidated total assets
Total assets$898,722$971,160$278,428$2,148,310$811,564$936,578$149,916$1,898,058
Discontinued operations7,358,328
Total consolidated assets$9,256,386
EBITDA RECONCILIATION
Segment net income (loss)$(53)$(4,506)$(26,279)$(30,838)$7,990$(7,066)$(20,814)$(19,890)
Adjustments:
Interest expense—6,185—6,185—3,745—3,745
Income taxes8(1,241)(8)(1,241)944(883)(928)(867)
Depreciation expense—145329474—206475681
Amortization expense—9,272—9,272—6,423—6,423
EBITDA(45)9,855(25,958)(16,148)8,9342,425(21,267)(9,908)
Impact of noncontrolling interests—(3,927)(3,927)—(557)(557)
EBITDA to shareholders$(45)$5,928$(25,958)$(20,075)$8,934$1,868$(21,267)$(10,465)
Ambac Financial Group, Inc.13Third Quarter 2025 Form 10-Q
Nine Months Ended September 30, 2025 · Nine Months Ended September 30, 2024
Reportable Segments · Reportable Segments
Specialty Property & Casualty Insurance · Insurance Distribution · Corporate & Other · Total · Specialty Property & Casualty Insurance · Insurance Distribution · Corporate & Other · Total
Revenues:
Net premiums earned$48,908$48,908$80,074$80,074
Commissions$103,152103,152$54,01454,014
Servicing and other fees14,29114,2912,2662,266
Program fees10,73910,7399,5179,517
Investment income5,2381,117$1,7358,0904,536427$5,92810,891
Other450(1,300)(12)(862)7,375(1,541)7,99713,831
Total revenues from continuing operations65,335117,2611,723184,319101,50255,16613,925170,593
Less:
Losses and loss adjustment expenses35,86035,86062,80062,800
Policy acquisition costs11,03111,03115,81615,816
Commissions28,93528,93527,20927,209
Intangible amortization and depreciation27,5901,07328,6638,9311,40110,332
Interest17,20917,2093,7453,745
Compensation expense8,85043,63626,31278,7987,65313,46718,70439,824
Non Compensation expense7,51718,05028,41653,9835,5784,66539,36949,612
Total expenses from continuing operations63,258135,42055,801254,47991,84758,01759,474209,338
Segment pretax income (loss)2,077(18,159)(54,078)(70,160)9,655(2,851)(45,549)(38,745)
Segment income tax expense (benefit)278(3,922)(386)(4,030)1,023(756)(1,034)(767)
Segment net income (loss)1,799(14,237)(53,692)(66,130)8,632(2,095)(44,515)(37,978)
Segment net (income) loss attributable to noncontrolling interest—(2,292)(2,292)2857859
Net income (loss) attributable to shareholders$1,799$(16,529)$(53,692)(68,422)$8,634$(1,238)$(44,515)(37,119)
Reconciliation to consolidated net income (loss) attributable to shareholders
Discontinued operations(163,288)28,936
Net income (loss) attributable to shareholders$(231,710)$(8,183)
EBITDA RECONCILIATION
Segment net income (loss)$1,799$(14,237)$(53,692)$(66,130)$8,632$(2,095)$(44,515)$(37,978)
Adjustments:
Interest expense—17,209—17,209—3,745—3,745
Income taxes278(3,922)(386)(4,030)1,023(756)(1,034)(767)
Depreciation expense—3431,0731,416—2301,4011,631
Amortization expense—27,247—27,247—8,701—8,701
EBITDA2,07726,640(53,005)(24,288)9,6559,825(44,148)(24,668)
Impact of noncontrolling interests—(11,132)—(11,132)(1,907)—(1,907)
EBITDA to shareholders$2,077$15,508$(53,005)$(35,420)$9,655$7,918$(44,148)$(26,575)

(1)Inter-segment revenues and inter-segment pre-tax income (loss) amounts are insignificant and are not presented separately.

  1. DISCONTINUED OPERATION

Sale of Ambac Assurance Corporation ("AAC")

On September 29, 2025, pursuant to the stock purchase agreement dated as of June 4, 2024, as amended by the First Amendment thereto dated as of July 3, 2025 (the "Purchase Agreement") and the Letter Agreements dated July 3, 2025 and September 22, 2025, with American Acorn Corporation (the “Buyer”), a Delaware corporation owned by funds managed by Oaktree Capital Management, L.P., AFG sold all of the issued and outstanding shares of common stock of AAC, a wholly-owned subsidiary of AFG, to the Buyer for $420,000 in cash (the "Sale"). The Buyer acquired complete ownership of the common stock of AAC and all of its wholly owned subsidiaries, including

Ambac Assurance UK Limited. In connection with and pursuant to the Purchase Agreement, AFG issued to Buyer a warrant exercisable for 5,092,707 shares of common stock, par value $0.01, of AFG representing 9.9% of the fully diluted shares of AFG’s common stock as of March 31, 2024, pro forma for the issuance of the warrant. The warrant has an exercise price per share of $18.50 and expires March 29, 2032. Under terms of the Letter Agreement dated July 3, 2025, between the parties to the Purchase Agreement, the Buyer may convert the warrant at a value equal to its Black-Scholes value, over specified time periods, with the conversion value delivered in shares of AFG common stock or cash at AFG's election. In addition, the Buyer made an incremental payment to AFG totalling $4,300 to resolve other agreed upon matters. See Note 5. Discontinued Operation in the Notes to Consolidated Financial Statements included in the

Ambac Financial Group, Inc.14Third Quarter 2025 Form 10-Q

Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for further information regarding the Sale.

AFG recorded an expected loss on sale in the Statement of Comprehensive Income (Loss) for the year ended December 31, 2024 of $(570,145), equal to the difference between the sale proceeds (net of the value of the warrants to be issued) and the carrying value of AAC's net assets held-for-sale, less expected closing costs. AFG recorded adjustments to the loss on sale of AAC equal to $(50,012) and $(117,468) in the three and nine months ended September 30, 2025, reflecting remeasurement of net assets held-for-sale, changes in fair value of the warrant issued to Buyer, other agreed upon payments, and reestimation of closing costs during the periods up the final Sale closing. The loss on sale for the three and nine months ended September 30, 2025 also included the reclassification of net unrealized gains (losses) on available-for-sale investment securities, cumulative foreign currency translation adjustments and cumulative credit risk changes of fair value option liabilities attributable to AAC and subsidiaries, totaling $(85,096), from Accumulated Other Comprehensive Income (Loss) ("AOCI") to Net income (loss) from discontinued operation at Sale closing.

The components of the loss on sale, reflected in the valuation allowance on net assets of discontinued operations as of December 31, 2024, and at Sale closing on September 29, 2025, are summarized below:

Sale Closing on September 29, 2025December 31,2024
Fair value of net consideration$407,300$399,727
Less: estimated closing costs7,0987,235
400,202392,492
Carrying amount of net assets of discontinued operations1,002,719962,637
Reclassification of AOCI(85,096)
Loss on disposal$(687,613)$(570,145)

The following table summarizes the major classes of assets and liabilities of discontinued operations on the Consolidated Balance

Sheet at December 31, 2024 after elimination of intercompany balances:

ASSETS:
Total investments2,226,505
Cash and equivalents8,322
Premiums receivable217,096
Reinsurance recoverable on paid and unpaid losses25,274
Deferred ceded premiums79,074
Subrogation recoverable113,962
Intangible assets213,457
Other assets, net49,396
VIE assets (including restricted cash of $57,755)3,904,259
Valuation allowance on assets held-for-sale(570,145)
Total assets held-for-sale$6,267,200
LIABILITIES:
Unearned premiums$228,177
Loss and loss adjustment reserves577,167
Ceded premiums payable56,404
Long-term debt and accrued interest1,046,658
Other liabilities, net105,772
VIE liabilities3,873,507
Total liabilities held-for-sale$5,887,685

The following table summarizes the major line items constituting net income (loss) from discontinued operations reconciled to net income (loss) from discontinued operations presented in the Consolidated Statement of Comprehensive Income (Loss):

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
REVENUES:
Net premiums earned$5,183$5,660$15,145$18,715
Net investment income43,39634,497100,203104,947
Net investment gains (losses), including impairments5,852(920)(12,616)(1,308)
Net gains (losses) on derivative contracts9,669(1,349)3021,127
Other revenues1,3556,25318,01627,206
Total revenues65,45544,141121,050150,687
EXPENSES:
Loss and loss adjustment expenses (benefit)2,36617,21010,444(8,768)
Intangible amortization5,9096,19417,09724,535
General & administrative and other expenses64,42710,75681,03447,488
Interest expense15,72315,76647,61747,732
Other expenses—(20)—(1)
Total expenses88,42549,906156,192110,986
Pretax income (loss)(22,970)(5,765)(35,142)39,701
Provision (benefit) for income taxes7,9083,62110,67810,765
Loss on disposal(50,012)—(117,468)—
Net income (loss) from discontinued operations$(80,890)$(9,386)$(163,288)$28,936
Ambac Financial Group, Inc.15Third Quarter 2025 Form 10-Q
  1. INVESTMENTS

Ambac’s invested assets are primarily comprised of (i) fixed maturity securities classified as available-for-sale, (ii) interests in pooled investment funds which are reported within Other investments on the Consolidated Balance Sheets and (iii) preferred equity investments which are reported within Other investments on the Consolidated Balance Sheets. Interests in pooled investment funds are limited partner interests and are reported using the equity method.

Fixed Maturity Securities:

The amortized cost and estimated fair value of available-for-sale investments, at September 30, 2025, and December 31, 2024, were as follows:

September 30, 2025: · December 31, 2024:
AmortizedCost · Allowance for Credit Losses · Gross Unrealized · EstimatedFair Value · AmortizedCost · Allowance for Credit Losses · Gross Unrealized · EstimatedFair Value
Gains · Losses · Gains · Losses
Fixed maturity securities:
Municipal obligations$11,689$—$100$279$11,510$14,646—$7$570$14,083
Corporate obligations72,280—5902,18070,69092,990—1073,90589,192
U.S. government obligations38,978—39820539,17141,706—9880940,995
Residential mortgage-backed securities3,265—43143,2942,475——292,446
Commercial mortgage-backed securities1,827—191,8192,127—8342,101
Collateralized debt obligations2,304—15—2,3193,131—1323,142
Other asset-backed securities2,274—24—2,2985,049—1425,061
132,617—1,1712,687131,101162,124—2475,351157,020
Short-term295,815—10—295,825127,588—13—127,601
Total available-for-sale investments$428,432$—$1,181$2,687$426,926$289,712—$260$5,351$284,621

The amortized cost and estimated fair value of available-for-sale investments, at September 30, 2025, by contractual maturity, were as follows:

AmortizedCostEstimatedFair Value
Due in one year or less$331,403$331,164
Due after one year through five years35,58434,749
Due after five years through ten years50,79750,296
Due after ten years978987
418,762417,196
Residential mortgage-backed securities3,2653,294
Commercial mortgage-backed securities1,8271,819
Collateralized debt obligations2,3042,319
Other asset-backed securities2,2742,298
$428,432$426,926

Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay certain obligations with or without call or prepayment penalties.

Unrealized Losses on Fixed Maturity Securities:

The following table shows gross unrealized losses and fair values of Ambac’s available-for-sale investments, which at September 30, 2025, and December 31, 2024, did not have an allowance for credit losses. This information is aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, at September 30, 2025, and December 31, 2024:

September 30, 2025 · December 31, 2024
Less Than 12 Months · 12 Months or More · Total · Less Than 12 Months · 12 Months or More · Total
Fair ValueGrossUnrealizedLossFair ValueGross Unrealized LossFair ValueGross Unrealized LossFair ValueGrossUnrealizedLossFair ValueGrossUnrealizedLossFair ValueGrossUnrealizedLoss
Fixed maturity securities:
Municipal obligations$318$15$6,191$264$6,509$279$6,042$112$6,582$458$12,624$570
Corporate obligations3,2691332,8552,16736,1242,18023,78426946,6123,63670,3963,905
U.S. government obligations3,0123413,06417116,07620515,91934414,81846530,737809
Residential mortgage-backed securities——1,722141,722142,44629——2,44629
Commercial mortgage-backed securities7619——761973834——73834
Collateralized debt obligations390———390—6552——6552
Other asset-backed securities——————1,4282——1,4282
7,7507153,8322,61661,5822,68751,01279268,0124,559119,0245,351
Short-term————————————
7,7507153,8322,61661,5822,68751,01279268,0124,559119,0245,351
Total temporarily impaired securities$7,750$71$53,832$2,616$61,582$2,687$51,012$792$68,012$4,559$119,024$5,351
Ambac Financial Group, Inc.16Third Quarter 2025 Form 10-Q

Management has determined that the securities in the above table do not have credit impairment as of September 30, 2025, and December 31, 2024, based upon (i) no actual or expected principal and interest payment defaults on these securities and (ii) analysis of the creditworthiness of the issuer.

Ambac’s assessment about whether a security is credit impaired reflects management’s current judgment regarding facts and circumstances specific to the security and other factors. If that judgment changes, Ambac may record a charge for credit impairment in future periods.

The declines in fair value and resultant unrealized losses across asset classes as of September 30, 2025, included in the above table resulted from the impact of increasing interest rates since the securities were purchased. Management has determined that the securities with unrealized losses are not credit impaired. Further discussion of management's assessment with respect to security categories with larger unrealized loss balances is below.

Corporate obligations

The gross unrealized losses on corporate obligations as of September 30, 2025, resulted primarily from an increase in interest rates since the securities were purchased. Unrealized losses of $2,180 related to 99 investment grade securities with an average unrealized loss equal to 6% of amortized cost at September 30, 2025. Management believes that the full and timely receipt of all principal and interest payment on corporate obligations with unrealized losses as of September 30, 2025, is probable.

Investment Income (Loss)

Net investment income (loss) was comprised of the following for the affected periods:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Fixed maturity securities$1,192$1,133$4,063$3,567
Short-term investments1,3442,4953,9918,072
Loans24—93—
Investment expense(93)(84)(177)(276)
Securities available-for-sale and short-term2,4673,5447,97011,363
Other investments199(56)120(472)
Total net investment income (loss)$2,666$3,488$8,090$10,891

Net investment income (loss) from Other investments primarily represents income from investment limited partnerships and other equity interests accounted for under the equity method.

Net Investments Gains (Losses), including Impairments:

The following table details investment gains (losses) and impairments included in earnings within Other revenues for the affected periods:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Gross realized gains on securities$512$4$514$6,066
Gross realized losses on securities(5)—(7)(46)
Credit impairments—(581)—(2,061)
Net investment gains (losses), including impairments$507$(577)$507$3,959

Ambac had an allowance for credit losses of $0 and $0 at September 30, 2025, and 2024, respectively.

Ambac did not purchase any financial assets with credit deterioration for the three and nine months ended September 30, 2025 and 2024.

Deposits with Regulators and Other Restrictions:

Securities carried at $32,587 and $22,861 at September 30, 2025, and December 31, 2024, respectively, were deposited by Ambac's insurance company subsidiaries with governmental authorities or designated custodian banks as required by laws affecting insurance companies. Invested assets carried at $765 and $800 at September 30, 2025, and December 31, 2024, were deposited as security in connection with a letter of credit issued for an office lease. Invested assets include certain fiduciary funds held by Ambac's insurance distribution subsidiaries, carried at $3,916 and $2,845 at September 30, 2025, and December 31, 2024, respectively.

Other Investments:

Ambac's investment portfolio includes a limited partnership interest in a private equity fund which seeks to generate long-term capital appreciation through venture investments in insurtech companies. The fair value of Ambac's investment in the fund was $7,684 and $7,499 as of September 30, 2025, and December 31, 2024, determined using net asset value ("NAV") as a practical expedient. Redemptions may be made quarterly with 90 days notice subject to withdrawal limitations and/or redemption fees which vary with the timing and notification of withdrawal provided by the investor. Ambac's unfunded commitments total $1,658 on this private equity fund at September 30, 2025.

Other investments also include preferred equity investments with a carrying value of $20,618 and $20,618 as of September 30, 2025, and December 31, 2024, respectively, that do not have readily determinable fair values and are carried at cost, less any impairments as permitted under the Investments — Equity Securities Topic of the ASC. There wereno impairments recorded on these investments in the three and nine months ended September 30, 2025, and $581 and $2,061 in the three and nine months ended September 30, 2024, respectively.

Ambac Financial Group, Inc.17Third Quarter 2025 Form 10-Q
  1. FAIR VALUE MEASUREMENTS

The Fair Value Measurement Topic of the ASC establishes a framework for measuring fair value and disclosures about fair value measurements.

Fair Value Hierarchy:

The Fair Value Measurement Topic of the ASC specifies a fair value hierarchy based on whether the inputs to valuation techniques used to measure fair value are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect Company-based assumptions. The fair value hierarchy has three broad levels as follows:

lLevel 1Quoted prices for identical instruments in active markets. Assets and liabilities classified as Level 1 include US Treasury traded in highly liquid and transparent markets, and money market funds.
lLevel 2Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Assets and liabilities classified as Level 2 generally include investments in fixed maturity securities and certain derivatives valued using only market observable data.
lLevel 3Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. This hierarchy requires the use of observable market data when available. Financial instruments classified as Level 3 may include certain loans, investment securities, or derivatives.

The Fair Value Measurement Topic of the ASC permits, as a practical expedient, the estimation of fair value of certain investments in funds using the net asset value per share of the investment or its equivalent (“NAV”). Investments in funds valued using NAV are not categorized as Level 1, 2 or 3 under the fair value hierarchy. The Investments — Equity Securities Topic of the ASC permits the measurement of certain equity securities without a readily determinable fair value at cost, less impairment, and adjusted to fair value when observable price changes in identical or similar investments from the same issuer occur (the "measurement alternative"). The fair values of investments measured under this measurement alternative are not included in the below disclosures of fair value of financial instruments.

The following table sets forth the carrying amount and fair value of Ambac’s financial assets and liabilities as of September 30, 2025, and December 31, 2024, including the level within the fair value hierarchy at which fair value measurements are categorized. As required by the Fair Value Measurement Topic of the ASC, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

September 30, 2025 · December 31, 2024
CarryingAmount · Total FairValue · Fair Value Measurements Categorized as: · CarryingAmount · Total FairValue · Fair Value Measurements Categorized as:
Level 1 · Level 2 · Level 3 · Level 1 · Level 2 · Level 3
Financial assets:
Fixed maturity securities:
Municipal obligations$11,510$11,510$—$11,510$—$14,083$14,083$—$14,083$—
Corporate obligations70,69070,690—70,690—89,19289,192—89,192—
U.S. government obligations39,17139,17139,171——40,99540,99540,995——
Residential mortgage-backed securities3,2943,294—3,294—2,4462,446—2,446—
Commercial mortgage-backed securities1,8191,819—1,819—2,1012,101—2,101—
Collateralized debt obligations2,3192,319—2,319—3,1423,142—3,142—
Other asset-backed securities2,2982,298—2,298—5,0615,061—5,061—
Short term investments295,825295,825295,825——127,601127,601127,601——
Other investments (1)28,3027,685———28,2947,499———
Cash, cash equivalents and restricted cash51,76751,76751,767——47,27547,27547,275——
Other assets-loans—————3,4343,434——3,434
Other assets - Derivatives:
FX forward contracts378378—378——————
Total financial assets$507,373$486,756$386,763$92,308$—$363,624$342,829$215,871$116,025$3,434
Financial liabilities:
Short-term debt, including accrued interest$—$—$—$—$—$152,560$152,560$—$—$152,560
Other liabilities - Derivatives:
FX forward contracts—————317317—317—
Total financial liabilities$—$—$—$—$—$152,877$152,877$—$317$152,560

(1)Excluded from the fair value measurement categories in the table above are investment funds of $7,684 and $7,499 as of September 30, 2025, and December 31, 2024, respectively, which are measured using NAV as a practical expedient. Also excluded from the fair value amounts in the table above are equity securities with a carrying value of $20,618 and $20,618 as of September 30, 2025, and December 31, 2024, respectively, that do not have readily determinable fair values and have carrying amounts determined using the measurement alternative, and an equity method investment of $— and $177 as of September 30, 2025, and December 31, 2024.

Ambac Financial Group, Inc.18Third Quarter 2025 Form 10-Q

Determination of Fair Value:

When available, Ambac uses quoted active market prices specific to the financial instrument to determine fair value, and classifies such items within Level 1. The determination of fair value for financial instruments categorized in Level 2 or 3 involves judgment due to the complexity of factors contributing to the valuation. Third-party sources from which we obtain independent market quotes also use assumptions, judgments and estimates in determining financial instrument values and different third parties may use different methodologies or provide different values for financial instruments. In addition, the use of internal valuation models may require assumptions about hypothetical or inactive markets. As a result of these factors, the actual trade value of a financial instrument in the market, or exit value of a financial instrument position by Ambac, may be significantly different from its recorded fair value.

Ambac’s financial instruments carried at fair value are mainly comprised of investments in fixed maturity securities, short-term investments, and equity interests in pooled investment funds. Valuation of financial instruments is performed by Ambac’s finance group using methods approved by senior financial management with consultation from third-party portfolio managers as appropriate. Preliminary valuation results are discussed with senior financial management and third-party portfolio managers as necessary to assess consistency with market transactions and trends as applicable. Market transactions such as trades or negotiated settlements of similar positions, if any, are reviewed to validate fair value model results. However, financial instruments valued using significant unobservable inputs have very little or no observable market activity. Methods and significant inputs and assumptions used to determine fair values across portfolios are reviewed quarterly by senior financial management. Other valuation control procedures specific to particular portfolios are described further below.

Fixed Maturity Securities:

The fair values of fixed maturity investment securities are based primarily on market prices received from independent pricing sources. Because many fixed maturity securities do not trade on a daily basis, pricing sources apply available market information through processes such as matrix pricing to calculate fair value. Such prices generally consider a variety of factors, including recent trades of the same and similar securities. In those cases, the items are classified within Level 2. For those fixed maturity investments where quotes were not available or cannot be reasonably corroborated, fair values are based on internal valuation models. Key inputs to the internal valuation models generally include maturity date, coupon and yield curves for asset-type and credit rating characteristics that closely match those characteristics of the specific investment securities being valued. Items valued using valuation models are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be significant inputs that are readily observable. Longer (shorter) expected maturities or

higher (lower) yields used in the valuation model will, in isolation, result in decreases (increases) in fair value. Generally, lower credit ratings or longer expected maturities will be accompanied by higher yields used to value a security.

Ambac performs various review and validation procedures to quoted and modeled prices for fixed maturity securities, including price variance analyses, missing and static price reviews, overall valuation analysis by portfolio managers and finance managers and reviews associated with our ongoing impairment analysis. Unusual prices identified through these procedures will be evaluated further against alternative third-party quotes (if available), internally modeled prices and/or other relevant data, and the pricing source values will be challenged as necessary. Price challenges generally result in the use of the pricing source’s quote as originally provided or as revised by the source following their internal diligence process. A price challenge may result in a determination by either the pricing source or Ambac management that the pricing source cannot provide a reasonable value for a security or cannot adequately support a quote, in which case Ambac would resort to using either other quotes or internal models. Results of price challenges are reviewed by portfolio managers and finance managers.

Other Investments:

Other investments primarily relate to investments in pooled investment funds. The fair value of pooled investment funds is determined using dealer quotes or alternative pricing sources when such investments have readily determinable fair values. When fair value is not readily determinable, pooled investment funds are valued using NAV as a practical expedient as permitted under the Fair Value Measurement Topic of the ASC. Refer to Note 4. Investments for additional information about such investments in pooled funds that are reported at fair value using NAV as a practical expedient.

Derivative Instruments:

At September 30, 2025, and December 31, 2024 Ambac has foreign currency forward contracts and holds warrants to purchase preferred stock of a development stage company. The fair value of foreign currency forwards are determined using valuation models with observable market inputs. Fair value of the warrants are determined using a standard warrant valuation model with internally developed input assumptions.

Short-term Debt:

Short-term debt at December 31, 2024, consisted of SOFR indexed borrowing used for partial funding of the Beat acquisition and is classified as Level 3. Such debt was fully repaid in September 2025.

Other Financial Assets:

Included in Other assets at December 31, 2024 are loans carried at amortized cost, the fair values of which are estimated based upon internal valuation models and are classified as Level 3.

Ambac Financial Group, Inc.19Third Quarter 2025 Form 10-Q

Additional Fair Value Information for Financial Assets and Liabilities Accounted for at Fair Value:

The following tables present the changes in the Level 3 fair value category for the periods presented in 2025 and 2024. Ambac classifies financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly. Thus, the gains and losses presented below include changes in the fair value related to both observable and unobservable inputs.

Level 3 - Financial Assets and Liabilities Accounted for at Fair Value
InvestmentsDerivativesTotal
Three Months Ended September 30, 2025:
Balance, beginning of period$—$—$—
Total gains/(losses) realized and unrealized:
Included in earnings———
Included in other comprehensive income———
Purchases———
Settlements———
Balance, end of period$—$—$—
The amount of total gains/(losses) included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting date$—$—$—
The amount of total gains/(losses) included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting date$—$—$—
Three Months Ended September 30, 2024:
Balance, beginning of period$—$548$548
Total gains/(losses) realized and unrealized:
Included in earnings———
Included in other comprehensive income———
Purchases———
Settlements———
Balance, end of period$—$548$548
The amount of total gains/(losses) included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting date$—$—$—
The amount of total gains/(losses) included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting date$—$—$—
Ambac Financial Group, Inc.20Third Quarter 2025 Form 10-Q
Level 3 - Financial Assets and Liabilities Accounted for at Fair Value
InvestmentsDerivativesTotal
Nine Months Ended September 30, 2025:
Balance, beginning of period$—$—$—
Total gains/(losses) realized and unrealized:
Included in earnings———
Included in other comprehensive income———
Settlements———
Balance, end of period$—$—$—
The amount of total gains/(losses) included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting date$—$—$—
The amount of total gains/(losses) included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting date$—$—$—
Nine Months Ended September 30, 2024:
Balance, beginning of period$13,920$656$14,576
Total gains/(losses) realized and unrealized:
Included in earnings6,016(108)5,908
Included in other comprehensive income125—125
Settlements(20,061)—(20,061)
Balance, end of period$—$548$548
The amount of total gains/(losses) included in earnings attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting date$6,016$(108)$5,908
The amount of total gains/(losses) included in other comprehensive income attributable to the change in unrealized gains or losses relating to assets and liabilities still held at the reporting date$—$—$—

Invested assets are transferred into Level 3 when internal valuation models that include significant unobservable inputs are used to estimate fair value. All such securities that have internally modeled fair values have been classified as Level 3. Derivative instruments are transferred into Level 3 when the use of unobservable inputs becomes significant to the overall valuation. There wereno transfers of financial instruments into or out of Level 3 in the periods disclosed.

Gains and losses (realized and unrealized) relating to Level 3 assets and liabilities included in earnings for the affected periods are reported as follows:

Three Months Ended September 30, 2025Three Months Ended September 30, 2024
NetInvestmentIncomeNet Gains(Losses) onDerivativeContractsOtherIncome or(Expense)NetInvestmentIncomeNet Gains(Losses) onDerivativeContractsOtherIncome or(Expense)
Total gains (losses) included in earnings for the period$—$—$—$—$—$—
Changes in unrealized gains (losses) relating to financial instruments still held at the reporting date——————
Nine Months Ended September 30, 2025Nine Months Ended September 30, 2024
NetInvestmentIncomeNet Gains(Losses) onDerivativeContractsOtherIncome or (Expense)NetInvestmentIncomeNet Gains(Losses) onDerivativeContractsOtherIncome or (Expense)
Total gains or losses included in earnings for the period$—$—$—$—$(108)$6,016
Changes in unrealized gains or losses included in earnings relating to the assets and liabilities still held at the reporting date————(108)—
Ambac Financial Group, Inc.21Third Quarter 2025 Form 10-Q
  1. INSURANCE CONTRACTS

Amounts presented in this Note relate only to Ambac’s continuing operations.

Premiums:

The effect of reinsurance on premiums written and earned was as follows:

Three Months Ended September 30,
20252024
WrittenEarnedWrittenEarned
Direct$89,780$83,058$92,776$79,847
Assumed7,4058,05322,37816,999
Ceded79,40874,08482,40069,405
Net premiums$17,777$17,027$32,754$27,441
Nine Months Ended September 30,
20252024
WrittenEarnedWrittenEarned
Direct$256,820$243,104$262,726$211,820
Assumed23,52722,55660,05749,804
Ceded229,360216,752231,493181,550
Net premiums$50,987$48,908$91,290$80,074

Premium Receivables, including credit impairments:

Premium receivables at September 30, 2025, and December 31, 2024, were $74,760 and $57,222, respectively. Management evaluates premium receivables for expected credit losses ("credit impairment") in accordance with the CECL standard, which is further described in Note 2. Basis of Presentation and Significant Accounting Policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Below is a rollforward of the premium receivable allowance for credit losses for the periods presented.

Nine Months Ended September 30,20252024
Beginning balance$142$—
Current period provision58142
Write-offs of the allowance——
Recoveries of previously written-off amounts——
Ending balance$200$142

At September 30, 2025, and December 31, 2024, $9,445 and $5,690 of premiums were past due.

Loss and Loss Adjustment Expense Reserves

Below is the loss and loss reserve expense roll-forward, net of subrogation recoverable and reinsurance, for the affected periods:

Nine Months Ended September 30,20252024
Beginning gross loss and loss expense reserves$349,062$197,089
Reinsurance recoverable270,081156,301
Beginning balance of net loss and loss expense reserves78,98140,788
Losses and loss expenses:
Current year31,57759,742
Prior years4,2833,058
Total (1)35,86062,800
Loss and loss expenses paid (recovered):
Current year4,2639,572
Prior years27,81413,585
Total32,07723,157
Ending net loss and loss expense reserves82,76480,431
Reinsurance recoverable (2)354,775242,800
Ending gross loss and loss expense reserves$437,539$323,231

(1)Total losses and loss adjustment expense (benefit) is net of $(166,959) and $(72,160) for the nine months ended September 30, 2025 and 2024, respectively, related to ceded reinsurance.

(2)Represents reinsurance recoverable on future loss and loss expenses. Additionally, the Balance Sheet line "Reinsurance recoverable on paid and unpaid losses" includes reinsurance recoverables (payables) of $85,687 and $41,225 as of September 30, 2025, and 2024, respectively, related to previously paid loss and loss expenses

Prior accident years losses incurred development for the nine months ended September 30, 2025, was primarily driven by increased commercial auto loss experience for programs in run-off and excess liability claims, whereas prior accident years losses incurred development for the nine months ended September 30, 2024, was primarily driven by increased commercial auto loss experience for programs in run-off.

Specialty Property & Casualty Loss Reserves

Claims Development

The following is a summary of loss and loss adjustment expense reserves, including certain components, for the Company’s major product lines by reporting segment at September 30, 2025.

September 30, 2025Net Loss and Loss Adjustment Expense ReservesReinsurance Recoverables on Unpaid Losses (1)Loss and Loss Adjustment Reserves (1)
Commercial auto$24,961$134,859$159,820
Excess liability14,02583,08697,111
General liability10,96144,17555,136
Workers compensation18,086—18,086
Non-standard personal auto5,1951955,390
Professional Liability2,89235,47338,365
Surety(6)15,21615,210
Unallocated loss adjustment expense reserves5,6729,96615,638
Other$978$31,805$32,783
Total$82,764$354,775$437,539
Ambac Financial Group, Inc.22Third Quarter 2025 Form 10-Q

(1)Other includes $28,999 related to legacy liabilities obtained from the acquisitions of Providence Washington Insurance Company, Greenwood Insurance Company, and Consolidated Specialty Insurance Company. All legacy liabilities remain obligations of affiliates of the sellers through reinsurance and contractual indemnities.

Reinsurance Recoverables, Including Credit Impairments:

Everspan’s reinsurance assets, including deferred ceded premiums and reinsurance recoverables on losses amounted to $601,368 at September 30, 2025. Credit exposure existed at September 30, 2025, with respect to reinsurance recoverables to the extent that any reinsurer may not be able to reimburse Everspan under the terms of these reinsurance arrangements. At September 30, 2025, there were ceded reinsurance balances payable of $87,635 offsetting this credit exposure. Contractually ceded reinsurance payables can only be offset against amounts owed from the same reinsurer in the event that such reinsurer is unable to meet its obligations to reimburse Everspan.

To minimize its credit exposure to losses from reinsurer insolvencies, Everspan (i) is entitled to receive collateral from its reinsurance counterparties in certain reinsurance contracts and (ii) has certain cancellation rights that can be exercised by Everspan in the event of rating agency downgrades of a reinsurer (among other events and circumstances). Everspan held letters of credit and collateral amounting to $72,454 from its reinsurers at September 30, 2025. We believe that Everspan's reinsurance counterparties that do not currently post collateral are well capitalized, highly rated, authorized capacity providers. Additionally, while legacy liabilities from the Providence Washington Insurance Company acquisition and the admitted carriers previously acquired by Everspan (Greenwood Insurance Company and Consolidated Specialty Insurance Company), were fully ceded to certain reinsurers, Everspan also benefits from an unlimited, uncapped indemnity from Enstar Holdings (US) and 21st Century Premier Insurance Company, respectively, to mitigate any residual risk to these reinsurers.

At September 30, 2025, our topfive reinsurers represented 60.2% of our total reinsurance recoverables on paid and unpaid losses. These reinsurance recoverables were primarily from reinsurers with applicable ratings of A or better. The following table sets forth ourfive most significant reinsurers by amount of reinsurance recoverable as of September 30, 2025.

ReinsurersRating (1)ReinsuranceRecoverable(2)Unsecured Recoverable(3)
General Reinsurance CompanyA++$148,776$130,515
Munich Reinsurance CompanyA+49,67732,540
QBE Insurance CorporationA27,25527,255
Guaranty Captive Insurance CompanyNR21,937—
Swiss Reinsurance America CorporationA+17,48615,890
All other reinsurers175,33198,083
Total recoverables$440,462$304,283

(1)Represents financial strength ratings from AM Best for P&C reinsurers.

(2)Represents reinsurance recoverables on paid and unpaid losses. Unsecured amounts from QBE Insurance Corporation are also supported by an unlimited, uncapped indemnity from Enstar Holdings (US).

(3)Reinsurance recoverables reduced by ceded premiums payables due to reinsurers, letters of credit, and collateral posted for the benefit of Ambac.

Everspan has uncollateralized credit exposure of $304,283 and $232,310 and has recorded an allowance for credit losses of less than a million at September 30, 2025, and December 31, 2024. The uncollateralized credit exposure includes legacy liabilities obtained from the acquisitions of PWIC and the 21st Century Companies of $28,999 and $35,146 at September 30, 2025, and December 31, 2024, respectively. All legacy liabilities, which are fully ceded to reinsurers, also benefit from an unlimited, uncapped indemnity from the respective sellers to mitigate the Company from any residual risk from these reinsurers.

  1. DERIVATIVE INSTRUMENTS

The following tables summarize the gross fair values of individual derivative instruments and the impact of legal rights of offset as reported in the Consolidated Balance Sheets as of September 30, 2025, and December 31, 2024:

September 30, 2025December 31, 2024
GrossAmounts ofRecognizedAssets /LiabilitiesGrossAmountsOffset in theConsolidatedBalance SheetNet Amountsof Assets/LiabilitiesPresented in the ConsolidatedBalance SheetGross Amountof CollateralReceived /Pledged NotOffset in theConsolidatedBalance SheetNetAmountGrossAmounts ofRecognizedAssets /LiabilitiesGrossAmountsOffset in theConsolidatedBalance SheetNet Amountsof Assets/LiabilitiesPresented in the ConsolidatedBalance SheetGross Amountof CollateralReceived /Pledged NotOffset in theConsolidatedBalance SheetNetAmount
Other assets:
FX forwards378—378—378—————
Total derivative assets$378$—$378$—$378$—$—$—$—$—
Other liabilities:
FX forwards—————317—317—317
Total derivative liabilities$—$—$—$—$—$317$—$317$—$317
Ambac Financial Group, Inc.23Third Quarter 2025 Form 10-Q

The following tables summarize the location and amount of gains and losses of derivative contracts in the Unaudited Consolidated Statements of Total Comprehensive Income (Loss) for the three and nine months ended September 30, 2025, and 2024:

Location of Gain (Loss)Recognized inConsolidated Statements of TotalComprehensive Income (Loss) · Amount of Gain (Loss) Recognized in Consolidated Statement of Total Comprehensive Income (Loss)
Three Months Ended September 30, · Nine Months Ended September 30,
2025 · 2024 · 2025 · 2024
Derivatives:
WarrantsNet gains (losses) on derivative contracts—(2)—(110)
FX forwardsNet gains (losses) on derivative contracts216,5471,1286,143
Total derivatives$21$6,5451,1286,033

Beat utilizes foreign exchange forward contracts to partially hedge its foreign currency exposure. Beat’s functional currency is the British Pound, but a significant portion of its revenues are generated in currencies other then the British Pound, particularly the US Dollar. Beat, therefore, typically enters into forward contracts to partially hedge its exposure to fluctuations in exchange rates relative to the British Pound. AFG used FX forward contracts to mitigate British Pound to US Dollar exchange risk leading up to its purchase of Beat in August 2024.

Ambac also holds warrants to purchase equity shares of a development stage company and was party to foreign exchange (FX) forward contracts in 2024.

Information about FX forward contracts as of September 30, 2025, and December 31, 2024, is summarized below:

Derivative TypeWeightedAverageRemainingTerm(years)FaceAmount(Buy)FaceAmount(Sell)Fair ValueAsset(Liability)
FX Forwards-Buy GBP/Sell USD0.223,9255,000378
FX Forwards-Buy GBP/Sell USD0.6115,72020,000(317)
  1. GOODWILL AND INTANGIBLE ASSETS

The following table presents the Company's goodwill asset.

September 30,2025December 31,2024
Beginning balance$418,234$69,694
Business acquisitions1,313357,316
Foreign exchange25,835(8,776)
Impairments——
Ending balance$445,382$418,234

Intangible assets and accumulated amortization are included in the Consolidated Balance Sheets, as shown below.

Gross Carrying AmountAccumulated AmortizationNet
Finite-lived Intangible Assets:
Customer relationships$370,366$51,798$318,568
Non-compete agreements1,3501,28367
Trade name11,4142,0659,349
Total finite lived intangible assets383,13055,146327,984
Indefinite lived intangible assets:
Licenses11,213—11,213
Total intangible assets394,34355,146339,197
Finite-lived Intangible Assets:
Customer relationships$348,350$24,630$323,720
Non-compete agreements1,3501,080270
Trade name10,7671,1959,572
Total finite lived intangible assets360,46726,905333,562
Indefinite lived intangible assets:
Licenses11,213—11,213
Total intangible assets371,68026,905344,775
  1. REVENUES FROM CONTRACTS WITH CUSTOMERS

As further described in the Revenue Recognition section of Note 2. Basis of Presentation and Significant Accounting Policiesin the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the Insurance Distribution businesses have contracts that are subject to the Revenue from Contracts with Customers Topic of the ASC ("ASC 606").

Ambac Financial Group, Inc.24Third Quarter 2025 Form 10-Q

The following table presents Insurance Distribution commission income recognized disaggregated by policy type for the periods presented.

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Accident & Health$6,753$6,755$20,226$24,260
Specialty Auto6,4857,18014,24514,151
Other Professional3,0862,43710,0646,703
Marine & Energy9045004,2462,298
Niche Specialty Risks3,3002,41410,2732,414
Property3,6661,57817,5581,578
Reinsurance3,8681,07411,8031,317
Environmental6206673,417667
Professional D&O1,8403034,841303
Surety5,327316,59931
Misc. Specialty210125(120)292
Total$36,059$23,064$103,152$54,014

For the three and nine months ended September 30, 2025 and 2024, revenue of $4,855 and $2,266, $14,291 and $2,266 respectively, was recognized in accordance with ASC 606 and reported in Servicing and other fees on the Consolidated Statement of Comprehensive Income (Loss).

During the nine months ended September 30, 2025 and 2024, the amount of revenue recognized related to performance obligations satisfied in a previous period, inclusive of changes due to estimates was approximately $314 and $413, respectively.

Contract Assets and Liabilities

The balances of contract assets and contract liabilities with customers were as follows:

September 30, 2025December 31, 2024
Contract assets$31,111$15,967
Contract liabilities3,1672,705

Contract assets and Contract liabilities is reported in Other Assets and Other Liabilities on the Balance Sheet

Insurance Distribution

Contract assets represent estimated future consideration related to base commissions and profit-sharing commissions that were recognized as revenue upon the placement of the policy, but are not yet due. The Company does not have the right to bill or collect payment on i) base commissions until the related premiums from policyholders has been collected nor ii) profit-sharing commissions until after the contract year is completed.

Contract liabilities represent advance consideration received from customers related to employer stop loss base commissions that will be recognized over time as claims servicing is performed, which typically occurs between 17 and 20 months from contract inception. During the nine months ended September 30, 2025 and 2024, the Company recognized revenue that was included in the contract liability balance as of the beginning of the period of $606 and $479, respectively.

Ambac Financial Group, Inc.25Third Quarter 2025 Form 10-Q
  1. COMPREHENSIVE INCOME (LOSS)

The following tables detail the changes in the balances of each component of accumulated other comprehensive income for the affected periods:

Three Months Ended September 30, 2025:Three Months Ended September 30, 2024:
Unrealized Gains(Losses) onAvailable for Sale Securities (1)Amortizationof PostretirementBenefit (1)Gain (Loss) on Foreign CurrencyTranslation (1)Credit Risk Changes of Fair Value Option Liabilities (1) (2)TotalUnrealized Gains(Losses) onAvailable for Sale Securities (1)Amortizationof PostretirementBenefit (1)Gain (Loss) on Foreign CurrencyTranslation (1)Credit Risk Changes of Fair Value Option Liabilities (1) (2)Total
Beginning Balance$(7,176)$—$(58,314)$(523)$(66,013)$(23,344)$—$(150,537)$(1,109)$(174,990)
Other comprehensive income (loss) before reclassifications25,646—(27,373)—(1,727)36,788—57,315—94,103
Amounts reclassified from accumulated other comprehensive income (loss)(20,357)—99,35452379,520(9)——142133
Net current period other comprehensive income (loss)5,289—71,98152377,79336,779—57,31514294,236
Ending Balance$(1,887)$—$13,667$—$11,780$13,435$—$(93,222)$(967)$(80,754)
Nine Months Ended September 30, 2025Nine Months Ended September 30, 2024
Unrealized Gains(Losses) onAvailable for Sale Securities (1)Amortizationof PostretirementBenefit (1)Gain (Loss) on Foreign CurrencyTranslation (1)Credit Risk Changes of Fair Value Option Liabilities (1) (2)TotalUnrealized Gains(Losses) onAvailable for Sale Securities (1)Amortizationof PostretirementBenefit (1)Gain (Loss) on Foreign CurrencyTranslation (1)Credit Risk Changes of Fair Value Option Liabilities (1) (2)Total
Beginning Balance$(21,136)$—$(166,191)$(1,109)$(188,436)$(20,197)$4,939$(144,035)$(753)$(160,046)
Other comprehensive income before reclassifications25,949—80,504—106,45338,148—50,813—88,961
Amounts reclassified from accumulated other comprehensive income(6,700)—99,3541,10993,763(4,516)(4,939)—(214)(9,669)
Net current period other comprehensive income19,249—179,8581,109200,21633,632(4,939)50,813(214)79,292
Ending Balance$(1,887)$—$13,667$—$11,780$13,435$—$(93,222)$(967)$(80,754)

(1)All amounts are net of tax and NCI. Amounts in parentheses indicate reductions to Accumulated Other Comprehensive Income.

(2)Represents the changes in fair value attributable to instrument-specific credit risk of liabilities for which the fair value option is elected.

Ambac Financial Group, Inc.26Third Quarter 2025 Form 10-Q

The following table details the significant amounts reclassified from each component of accumulated other comprehensive income, shown in the above rollforward tables, for the affected periods:

Details about AccumulatedOther ComprehensiveIncome Components · Amount Reclassified from Accumulated Other Comprehensive Income · Affected Line Item in theConsolidated Statement ofTotal Comprehensive Income (Loss)
Three Months Ended September 30, · Nine Months Ended September 30,
2025 · 2024 · 2025 · 2024
Unrealized Gains (Losses) on Available-for-Sale Securities (1)
$(6,362)$1,497$12,108$(2,651)Net realized investment gains (losses)
962(1,506)(3,851)(1,865)Provision for income taxes
$(14,957)$—$(14,957)$—Net loss on discontinued operations
$(20,357)$(9)$(6,700)$(4,516)Net of tax and noncontrolling interest
Amortization of Postretirement Benefit
Prior service cost$—$—$—$—Other income
Actuarial (losses)————Other income
Curtailment gain———(4,939)Other income
———(4,939)Total before tax
————Provision for income taxes
$—$—$—$(4,939)Net of tax and noncontrolling interest
Gain (loss) on foreign currency translation
$99,354$—$99,354$—Net loss on discontinued operations
$99,354$—$99,354$—Net of tax and noncontrolling interest
Credit Risk Changes of Fair Value Option Liabilities
$(191)$189$590$(285)Credit risk changes of fair value option liabilities
16(47)(179)71Provision for income taxes
698—$698—Net loss on discontinued operations
$523$142$1,109$(214)Net of tax and noncontrolling interest
Total reclassifications for the period$79,520$133$94,461$(9,669)Net of tax and noncontrolling interest

(1) Net unrealized investment gains (losses) on available for sale securities are included in Ambac's Consolidated Statements of Comprehensive Income (Loss) as a component of Accumulated Other Comprehensive Income (Loss). Changes in these amounts include reclassification adjustments to exclude from "Other Comprehensive Income (Loss)" those items that are included are part or ":Net income for a period that has been par of "Other comprehensive income *loss) in earlier periods.

  1. NET INCOME PER SHARE

As of September 30, 2025,46,701,464 shares of AFG's common stock (par value $0.01) and a warrant entitling the holder to acquire up to 5,092,707 shares of common stock at an exercise price of $18.50 per share were issued and outstanding. The warrant was issued September 29, 2025 and allows the holder to convert the warrant at its Black-Scholes value, settleable in shares of AFG common stock or cash at AFG's election. Common shares outstanding increased by 194,491 during the nine months ended September 30, 2025, primarily due to shares issued in connection with employee stock compensation partially offset by share repurchases.

Share Repurchases

On November 12, 2024, Ambac’s Board of Directors authorized a share repurchase program, under which Ambac may opportunistically repurchase up to $50,000 of the Company’s common shares at management’s discretion over the period ending on December 31, 2026.

The following table shows shares repurchased by year.

($ in thousands, except per share) · Year Ended December 31, · YTD2025
2022 · 2023 · 2024
Shares repurchased1,605,316325,068937,141292,191
Total cost$14,217$4,510$11,678$3,301
Average purchase price per share$8.86$13.88$12.46$11.30
Unused authorization amount$8,449

Subsequent to September 30, 2025, Ambac repurchased 3,142,554 common shares in the open market at an average price of $8.46 (including brokerage commissions) under a 10b5-1 program. As of the date of this filing $8,449 of unused capacity remains under Ambac's current share repurchase authorization.

Earnings Per Share Calculation

The numerator of the basic and diluted earnings per share computation represents net income (loss) attributable to common stockholders adjusted by the retained earnings impacts of the noncontrolling adjustment to redemption value under ASC 480, or amendments resulting in revaluation to fair value and reclassification of NCI shares to redeemable NCI. Adjustments to the carrying value of redeemable noncontrolling interest are further described in the Redeemable NCI section of Note 1. Background and Business Description.

Ambac Financial Group, Inc.27Third Quarter 2025 Form 10-Q

The following table provides a reconciliation of net income attributable to common stockholders to the numerator in the basic and diluted earnings per share calculation, together with the resulting earnings per share amounts:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Net income (loss) attributable to common stockholders$(112,620)$(27,503)$(231,710)(8,183)
Adjustment of NCI to fair value——(10,276)—
Adjustment to redemption value (ASC 480)(569)(2,402)(2,717)(2,533)
Numerator of basic and diluted EPS$(113,189)$(29,905)$(244,703)(10,716)
Per Share:
Basic$(2.35)$(0.63)$(5.11)$(0.23)
Diluted$(2.35)$(0.63)$(5.11)$(0.23)

The denominator of the basic earnings per share computation represents the weighted average common shares ("WASO") outstanding plus vested performance and restricted stock units (together, "Basic Weighted Average Shares Outstanding"). The denominator of diluted earnings per share adjusts the Basic Weighted Average Shares Outstanding for all potential dilutive common shares outstanding during the period. All potential dilutive common shares outstanding consider common stock deliverable pursuant to warrants, unvested restricted stock units and performance stock units granted under existing compensation plans. Additionally, as further described in the Redeemable NCI section of Note 1, the acquisition agreements and other agreements related to certain majority-owned subsidiaries include call and put options that, if exercised, would result in Ambac purchasing all or a portion of the remaining interests from the minority owners. Under the terms of certain of those agreements, Ambac may elect to settle a portion of its purchase with Ambac shares, which have also been considered in potential dilutive common shares outstanding.

The following table provides a reconciliation of the weighted average shares denominator used for basic net income per share to the denominator used for diluted net income per share:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Basic WASO denominator48,106,06947,688,98647,862,07146,580,518
Effect of potential dilutive shares :
Restricted stock units————
Performance stock units (1)————
Diluted WASO denominator48,106,06947,688,98647,862,07146,580,518
Anti-dilutive shares excluded from the above reconciliation:
Warrants————
Restricted stock units170,982470,482183,058480,944
Performance stock units (1)—515,035—515,238

(1) Performance stock units are reflected based on the performance metrics through the balance sheet date. Vesting of these units is contingent upon meeting certain performance metrics. Although a portion of these performance metrics have been achieved as of the respective period end, it is possible that awards may no longer meet the metric at the end of the performance period.

  1. INCOME TAXES

AFG files a consolidated U.S. Federal income tax return with its 80% or more owned domestic subsidiaries ("Consolidated Tax Subsidiaries"). Beat's U.S. subsidiaries are not included in AFG's Federal consolidated income tax return since AFG does not own 80% or more of these entities. AFG and its Consolidated Tax Subsidiaries also file separate or combined income tax returns in various states, local and foreign jurisdictions.

In accordance with the Income Tax Topic of the ASC, a valuation allowance is recognized if, based on the weight of available evidence, it is more-likely-than-not that some, or all, of the deferred tax asset will not be realized. As a result of the risks and uncertainties associated with future operating results, management believes it is more likely than not that the Company will not generate sufficient U.S. federal, state and/or local taxable income to recover its deferred tax operating assets and therefore maintains a full valuation allowance.

Consolidated Pretax Income (Loss)

U.S. and foreign components of pre-tax income (loss) were as follows:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
U.S.$(26,385)$(19,459)$(51,962)$(37,447)
Foreign(5,694)(1,298)(18,198)(1,298)
Total$(32,079)$(20,757)$(70,160)$(38,745)
Ambac Financial Group, Inc.28Third Quarter 2025 Form 10-Q

Provision (Benefit) for Income Taxes

The components of the provision for income taxes were as follows:

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Current taxes
U.S. state and local$—$——100
Foreign1,8242924,600292
Total Current taxes1,8242924,600392
Deferred taxes
U.S.federal(483)(232)(2,636)(232)
Foreign(2,582)(927)(5,994)(927)
Total Deferred taxes(3,065)(1,159)(8,630)(1,159)
Provision (benefit) for income taxes$(1,241)$(867)$(4,030)$(767)

On July 4, 2025, President Trump signed into law a reconciliation bill, known informally as the One Big Beautiful Bill Act ("OBBBA" or "the Act"), which contains a number of business tax provisions, including favorable treatment for capital investment and research expenditures, expansion of the limitations on deductibility of executive compensation and modifications to U.S. taxation of foreign derived income.

This legislation will not have a significant impact on the Company's current operations or financial condition.

  1. COMMITMENTS AND CONTINGENCIES

The Company periodically receives various regulatory inquiries and requests for information with respect to investigations and inquiries that such regulators are conducting. The Company has complied with all such inquiries and requests for information.

The Company is involved from time to time in various routine legal proceedings, including proceedings related to litigation with present or former employees. Although such litigation is routine and incidental to the conduct of its business, such litigation can potentially result in large monetary awards when a civil jury is allowed to determine compensatory and/or punitive damages.

Everspan may be subject to disputes with policyholders or other third parties regarding the scope and extent of coverage offered under Everspan's policies, including disputes relating to Everspan’s course of conduct in the handling of claims and settling or failing to settle claims (which can lead to bad faith and other forms of extra-contractual liability); be required to defend claimants in suits against its policyholders for covered liability claims; or enter into commercial disputes with its reinsurers, MGA/Us or third party claims administrators regarding their respective contractual obligations and rights. Under some circumstances, the results of such disputes or suits may lead to liabilities beyond those which are anticipated or reserved, including liabilities in excess of applicable policy limits.

Everspan has been, and may from time to time in the future be, threatened with allegations of acting in bad faith in connection with the handling of claims through third-party administrators. Adjudication of any such claims against Everspan could require extensive litigation unless settled or dismissed based on available

legal defenses. Damages claimed against Everspan could be material and the outcome of such cases could have an adverse impact on our results of operations and financial condition.

In the ordinary course of their businesses, certain of Ambac’s subsidiaries assert claims in legal proceedings against third parties to recover losses already paid and/or mitigate future losses. The amounts recovered and/or losses avoided which may result from these proceedings is uncertain, although recoveries and/or losses avoided in any one or more of these proceedings during any quarter or fiscal year could be material to Ambac’s results of operations in that quarter or fiscal year.

From time to time, Ambac is subject to allegations concerning its corporate governance, including the manner in which it exercises control and oversight of its subsidiaries, that may lead to litigation, including derivative litigation. While the monetary impacts of addressing such allegations outside of litigation may not be material, these charges may distract management and the Board of Directors from their principal focus on Ambac's business, strategy and objectives.

It is not reasonably possible to predict whether suits in addition to those described below will be filed or whether additional inquiries or requests for information will be made, and it is also not possible to predict the outcome of litigation, inquiries or requests for information. It is possible that there could be unfavorable outcomes in these or other proceedings. Legal accruals for litigation against the Company with losses that are probable and reasonably estimable are either not applicable or not material to the operating results or financial position of the Company. For the litigation matters the Company is defending that do not meet the “probable and reasonably estimable” accrual threshold and where no loss estimates have been provided below, management is unable to make a meaningful estimate of the amount or range of loss that could result from unfavorable outcomes. Under some circumstances, adverse results in any such proceedings could be material to our business, operations, financial position, profitability or cash flows. The Company believes that it has substantial defenses to the claims described below and, to the extent that these actions proceed, the Company intends to defend itself vigorously; however, the Company is not able to predict the outcomes of these actions.

Current Litigation

Dwight Jereczek and Stanley Elliott, individually and on behalf of all others similarly situated v. MBIA Inc., Ambac Financial Group, Inc., Ambac Assurance Corporation, MBIA Insurance Corporation, and National Public Finance Guarantee Corporation (United States District Court for the District of Connecticut, filed on February 12, 2025) (the "COFINA Case"). This putative class action complaint is brought by alleged former holders of bonds issued by the Puerto Rico Sales Tax Financing Corporation (“COFINA”) allegedly insured by defendants under financial guaranty insurance policies. On behalf of themselves and all persons and entities that owned such bonds between October 19, 2018, and February 12, 2019, plaintiffs allege that, in connection with the restructuring of COFINA under Title III of the Puerto Rico Oversight, Management, and Economic Stability Act, defendants orchestrated a scheme to improperly use their role in the Title III process to alter contracts with insured COFINA

Ambac Financial Group, Inc.29Third Quarter 2025 Form 10-Q

bondholders, resulting in such bondholders receiving less than what they contracted for under the financial guaranty insurance policies. Plaintiffs assert claims for breach of contract, unjust enrichment, and bad faith refusal to pay first-party benefits under an insurance contract. Plaintiffs seek an unspecified amount of damages with interest thereon, disgorgement of profits, a declaratory judgment of plaintiffs’ rights and defendants’ responsibilities, and a permanent injunction against violations of law. Plaintiffs filed an amended complaint on May 6, 2025. The amended complaint includes an additional claim against Ambac for breach of the implied covenant of good faith and fair dealing, and seeks punitive damages from all defendants. On May 8, 2025, the summons and amended complaint were served on Ambac. On May 29, 2025, Ambac filed a motion to dismiss the amended complaint or, in the alternative, to transfer venue to the Title III court. MBIA Inc., MBIA Insurance Corporation, and National Public Finance Guarantee Corporation (together, "National") filed a joinder to Ambac’s request for transfer on the same day, and subsequently filed their own motion to dismiss on June 18, 2025. Plaintiffs filed their opposition to Ambac’s motion to dismiss or transfer on July 5, 2025; Ambac filed a reply in support of its motion on August 8, 2025. Plaintiffs filed their opposition to National’s motion to dismiss on July 25, 2025; National filed a reply in support of its motion on August 14, 2025. On August 28, 2025, Plaintiffs sought leave to file further briefing in opposition to National’s motion to dismiss; National filed a response to Plaintiffs’ request on August 29, 2025. The Court granted Plaintiffs’ request on October 4, 2025, and Plaintiffs filed their surreply in opposition to National’s motion on October 14, 2025. On August 21, 2025, the Court found good cause to delay issuing a scheduling order in this matter. The Court entered an order directing Plaintiffs to file a notice stating their position with respect to a stay of discovery. Plaintiffs filed their notice on September 8, 2025. On September 19, 2025, Defendants filed a motion seeking leave to respond to Plaintiffs’ notice, along with their proposed response; the Court granted Defendants’ request to file their response on October 4, 2025.

Impact of the AAC Sale on Litigation

AAC is involved in litigation as described in Note 19. Commitments and Contingencies to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and Note 13. Commitments and Contingencies to the Unaudited Consolidated Financial Statements in the Company's Annual Report on Form 10-Q for the quarterly period ended June 30, 2025. Following completion of the AAC sale, AFG no longer has any exposure to such matters other than the COFINA Case, in which AFG is a named defendant.

Ambac Financial Group, Inc.30Third Quarter 2025 Form 10-Q
ContentsView on SEC.gov

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