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
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 2. Results of Operations
Consolidated Results
A summary of our financial results is shown below:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Gross premiums written | $97,185 | $115,154 | $280,347 | $322,782 |
| Net premiums written | 17,777 | 32,754 | 50,988 | 91,290 |
| Revenues: | ||||
| Net premiums earned | $17,027 | $27,441 | $48,908 | $80,074 |
| Commissions | 36,059 | 23,064 | 103,152 | 54,014 |
| Servicing and other fees | 4,855 | 2,266 | 14,291 | 2,266 |
| Program fees | 3,590 | 3,622 | 10,739 | 9,517 |
| Investment income | 2,666 | 3,488 | 8,090 | 10,891 |
| Other | 2,408 | 10,124 | (862) | 13,831 |
| Expenses: | ||||
| Losses and loss adjustment expenses | 14,386 | 20,421 | 35,860 | 62,800 |
| Policy acquisition costs | 3,491 | 5,993 | 11,031 | 15,816 |
| Commissions | 11,167 | 9,499 | 28,935 | 27,209 |
| General and administrative | 53,710 | 44,000 | 132,781 | 89,436 |
| Intangible amortization and depreciation | 9,746 | 7,104 | 28,663 | 10,332 |
| Interest | 6,185 | 3,745 | 17,209 | 3,745 |
| Total expenses | 98,685 | 90,762 | 254,479 | 209,338 |
| Provision (benefit) for income taxes from continuing operations | (1,241) | (867) | (4,030) | (767) |
| Net income (loss) from continuing operations | (30,838) | (19,890) | (66,130) | (37,978) |
| Net income (loss) from discontinued operations, net of income taxes | (80,890) | (9,386) | (163,288) | 28,936 |
| Net income (loss) | (111,728) | (29,276) | (229,418) | (9,042) |
| Net (gain) loss attributable to noncontrolling interest | (892) | 1,773 | (2,292) | 859 |
| Net income (loss) attributable to shareholders | $(112,620) | $(27,503) | $(231,710) | $(8,183) |
Ambac's results for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, were impacted by the following:
Ambac's acquisition of its interests in Beat Capital Partners Limited ("Beat") on August 1, 2024. Ambac's results for the three months ended September 30, 2024 included two months of Beat's results whereas our results for the three months ended September 30, 2025, include a full quarter of Beat results.
On September 29, 2025, Ambac completed the sale of AAC. AAC's results, including Ambac's loss on the sale of AAC are reported within discontinued operations. Refer to Note 1. Background and Business Description and Note 5. Discontinued Operation of the Notes to Consolidated Financial Statements in the Annual Report on Form 10-K for the year ended December 31, 2024, and Note 3. Discontinued Operations to the Unaudited Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further details on the Sale and results for the three and nine months ended September 30, 2025, and 2024. As a
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result of the Sale, Ambac repaid all of the outstanding debt used to acquire Beat, amounting to $150,000, and purchased AAC's co-investment in Beat of $62 million. Concurrent with the Sale, AFG entered into a number of transactions as discussed herein, including transactions intended to lower the long term run-rate of corporate operating expenses.
The following paragraphs describe the consolidated results of continuing operations of Ambac and its subsidiaries for the three and nine months ended September 30, 2025, and 2024, respectively.
Gross Premiums Written Gross premiums written decreased $17,969 and $42,435 for the three and nine months ended September 30, 2025, compared to the same period in the prior year.
The reduction is primarily driven by the non-renewal of certain programs, including the non-renewal of an assumed non-standard personal auto program, partially offset by growth in existing programs and the addition of new programs.
Net Premiums Written Net premiums written decreased $14,977 and $40,302 for the three and nine months ended September 30, 2025, compared to the same period in the prior year.
The reduction is primarily driven by the non-renewal of certain programs, including an assumed non-standard personal auto program, partially offset by growth in existing programs and the addition of new programs.
Net Premiums Earned Net premiums earned decreased $10,414 and $31,166 for the three and nine months ended September 30, 2025, compared to the same period in the prior year.
The decrease was primarily driven by the non-renewal of certain programs, including an assumed non-standard personal auto program, partially offset by growth in existing programs and the addition of new programs.
Commission Income and Commission Expense Commission income for the three and nine months ended September 30, 2025, was $36,059 and $103,152 compared to $23,064 and $54,014 for the three and nine months ended September 30, 2024. The increase was primarily driven by the inclusion of an additional month (July) of Beat's results and organic growth, including from the launch of new de-novo MGAs. Commission income included profit commissions (based on underwriting performance) of $1,940 and $8,896 for the three and nine months ended September 30, 2025, and $1,319 and $3,641 and for the three and nine months ended September 30, 2024, respectively. The increase for the three months ended September 30, 2025, was driven by higher A&H profit commissions earned and for the nine months ended September 30, 2025, was driven by the acquisition of Beat in August 2024.
For the three and nine months ended September 30, 2025, commission expense of $11,167 and $28,935 compared to $9,499 and $27,209 in three and nine months ended September 30, 2024, representing approximately 50% and 72% of commission income
in each respective period. The decrease in commission expense relative to commission income in 2025 relative to 2024 is primarily a result of the acquisition of Beat. When third parties are paid commissions to obtain business, the majority of Beat's commission income is reported net of any distribution and commission expenses, due to the nature of its program agreements. The majority of the Insurance Distribution Segment's other MGA/Us report their commission income gross of distribution and commission expenses.
Program Fees Program fee revenues were $3,590 and $3,622 for the three months ended September 30, 2025 and 2024, respectively, and $10,739 and $9,517 for the nine months ended September 30, 2025 and 2024, respectively. Program fee revenues represent the recognition of ceding commissions in excess of direct acquisition costs received from reinsurers and minimum fees received from MGA/Us until related programs reach certain levels of premium ceded. Program fees are charged as a percentage of premiums ceded to reinsurers as a component of total ceding commissions. The growth for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 is driven by a shift in mix of premium written and related premium ceded to reinsurers.
Net Investment Income Net investment income consists of interest income, including the net effect of discount accretion and premium amortization, from fixed maturity securities classified as available-for-sale and net gains (losses) on pooled investment funds which are reported under the equity method. These funds and certain other investments are reported in Other investments on the Consolidated Balance Sheets. For further information about investment funds held, refer to Note 4. Investments to the Unaudited Consolidated Financial Statements, included in Part I, Item 1 in this Form 10-Q.
Net investment income decreased $822 and $2,801 for the three and nine months ended September 30, 2025, compared to the prior year periods due to lower Corporate short-term investment balances resulting primarily from the acquisition of Beat, partially offset by higher investment income on short-term investments at the Cirrata companies with the addition of Beat and, for the nine months ended September 30, 2025, growth of the Everspan investment portfolio.
Servicing and Other Fees Servicing and Other Fees increased $2,589 and $12,025 for the three and nine months ended September 30, 2025. Servicing and Other Fees includes revenues earned for providing operational and administrative services to the Lloyd's syndicates managed by Beat as well as certain policy and brokerage fees.
Other Revenues Other revenues includes (i) net investment gains (losses) on securities sold or called, net of investment impairment charges; (ii) foreign exchange gains (losses) from the Insurance Distribution segment; and (iii) net gains on derivative contracts including FX forward contracts used to manage currency risk within the Insurance Distribution segment. Other revenues for the three and nine months ended September 30, 2025, of $2,408 and $(862) was driven primarily by foreign exchange gains (losses) including on the FX forward contracts. The decreases in Other revenue compared to the three and nine months ended September 30, 2024, resulted primarily from
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certain items impacting the 2024 periods, including: gains on FX forward contracts used by Ambac to mitigate currency risk leading up to the acquisition of Beat, and a gain on Everspan's sale of one of its shell insurance companies and its licenses. The nine months ended September 30, 2024, also benefited from Corporate gains related to the conversion and early settlement of certain convertible notes, including make-whole payments, partially offset by a write-down in carrying value on an investment in preferred securities that are carried at cost less impairments.
Losses and Loss Adjustment Expenses (Benefit) Loss and loss adjustment expenses incurred decreased $6,035 and $26,940 for the three and nine months ended September 30, 2025, compared to the same period in the prior year.
The lower loss and loss adjustment expenses is primarily due to lower net retained premiums and the shift in mix of business retained driven by the non-renewal of certain programs, including an assumed non-standard personal auto program in which Everspan was a reinsurer and certain commercial auto programs, partially offset by the growth in existing and addition of new programs and reserve strengthening primarily related to commercial auto liability loss experience and increased loss costs related to excess liability exposures.
General and Administrative Expenses (G&A) The following table provides a summary of G&A expenses for the periods presented:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Compensation | $33,129 | $18,195 | $78,798 | $39,824 |
| Non-compensation | 20,581 | 23,923 | 53,982 | 47,855 |
| Total G&A expenses | $53,710 | $42,118 | $132,780 | $87,679 |
The increase in Compensation G&A expenses during the three and nine months ended September 30, 2025, was largely driven by higher compensation costs due to inclusion of Beat expenses for only two months in the 2024 periods. In addition, for the three months and nine months ended September 2025, compensation expense was increased due to the impact of severance, special one-time cash and equity awards and accelerated equity compensation totaling $6,764 all of which were incurred in connection with the sale of AAC.
Non-Compensation G&A expenses for the three and nine months ended September 30, 2025, as compared to the three and nine months ended September 30, 2024, were driven by integration expenses related to the acquisition of Beat, lease termination costs related to our former corporate headquarters, and the write off of certain capitalized legacy software costs; offset by lower Corporate segment expenses related to M&A transactions. Ambac has also provided notice of early termination of its current corporate headquarters, the associated expenses for which will be recognized in the fourth quarter of 2025. Restructuring costs related to the sale of AAC for the three and nine months ended September 30, 2025, were $778 and $5,162, respectively, and for the three and nine months ended September 30, 2024, were $1,653 and $13,980, respectively.
Intangible Amortization and Depreciation. Intangible amortization and depreciation for the three and nine months ended September 30, 2025, was $9,746 and $28,663 compared to $7,104 and $10,332 in the comparable prior year periods. The increases are due to intangible amortization for the three and nine months ended September 30, 2025 related to the Beat acquisition.
Interest Expense Interest expense for the three and nine months ended September 30, 2025 was $6,185 and $17,209, compared to $3,745 and $3,745 for the three and nine months ended September 30, 2024, which was primarily related to the short-term debt used in funding the Beat acquisition, entered into during the third quarter of 2024. This debt was repaid on September 29, 2025.
Provision for Income Taxes The provision (benefit) for income taxes primarily relates to international operations and was $(1,241) and $(4,030) for the three and nine months ended September 30, 2025, compared to $(867) and $(767) for the three and nine months ended September 30, 2024. The tax benefit recognized in the current year includes current tax expense associated with Beat UK operations offset by deferred tax benefit related to the recognition of deferred tax assets generated by Beat US and amortization of finite lived intangible assets associated with Beat UK and US operations.
Results of Operations by Segment
| Insurance Distribution | |||||
|---|---|---|---|---|---|
| Three Months Ended September 30, · Nine Months Ended September 30, | |||||
| 2025 · 2024 · 2025 · 2024 | |||||
| Premiums placed | $245,394 | $144,949 | $728,493 | $288,463 | |
| Commission income | $36,059 | $23,064 | $103,152 | $54,014 | |
| Commission expense | 11,167 | 9,499 | 28,935 | 8,701 | |
| Net commissions | 24,892 | 13,565 | 74,217 | 45,313 | |
| Servicing and other fees | 4,855 | 2,266 | 14,291 | 2,266 | |
| Investment income | 401 | 300 | 1,117 | 427 | |
| Other revenue | 1,906 | (1,635) | -1541 | ||
| Expenses: | |||||
| General and administrative expenses | 22,197 | 12,065 | 61,686 | 18,132 | |
| EBITDA | 9,858 | 2,431 | 26,640 | 9,825 | |
| Interest expense | 6,185 | — | 17,209 | — | |
| Depreciation | 145 | 212 | 8 | — | |
| Intangible amortization | 9,272 | 6,423 | 27,247 | 4,665 | |
| Pretax income (loss) | $(5,747) | $(7,949) | $(18,159) | $7,283 | |
| Ambac's stockholders equity (1) | $447,327 | $410,997 | |||
(1) Represents the share of Ambac stockholders equity for each subsidiary within the Insurance Distribution segment, including intercompany eliminations.
Ambac's Insurance Distribution businesses are compensated for their services primarily by commissions paid by insurance carriers for underwriting, structuring and/or administering polices. Commission revenues are usually based on a percentage of the premiums placed. In addition, we are eligible to receive profit sharing contingent commissions on certain programs based on the underwriting results of the policies placed with carriers and
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other capacity providers, which may cause some variability in revenue and earnings.
Insurance Distribution pre-tax loss for the three and nine months ended September 30, 2025, was $(5,747) and $(18,159) compared to $(7,949) and $(2,851) for the three and nine months ended September 30, 2024. The lower pre-tax loss for the three months ended September 30, 2025, compared to 2024 mostly related to the acquisition of and organic growth at Beat. The higher pre-tax loss for the nine months ended September 30, 2025, compared to September 30, 2024, higher general and administrative expenses, intangible amortization and interest expense related to Beat acquisition. In connection with the AAC sale, on September 29, 2025, the short-term debt used to partially finance the Beat acquisition was repaid, therefore the associated interest expense will no longer be incurred.
The Insurance Distribution segment placed premiums for its carriers are shown below:
| Three Months Ended September 30, · Nine Months Ended September 30, | |||||
|---|---|---|---|---|---|
| 2025 · 2024 · 2025 · 2024 | |||||
| Premiums Placed | $245,394 | $144,949 | $728,493 | $288,463 | |
| Increase over prior period | 100,445 | 440,030 | |||
| As a percent | 69.3% | 152.5% | |||
Higher premiums placed were mostly driven by the acquisition of Beat, effective August 1, 2024, the inclusion of an additional month of Beat's production and growth of Beat's business.
For the three months ended September 30, 2025, the increase in premiums placed and changes to the mix of business written led to the growth in commission income and commission expense of 56% and (18)%, respectively.
Business underwritten within our Insurance Distribution business can be seasonal which may result in revenue and earnings concentrations from period to period. As the Insurance Distribution business grows, we make additional acquisitions and launch additional de novo underwriting units, revenue and earnings concentrations may increase or may shift, perhaps meaningfully.
G&A expenses for the three and nine months ended September 30, 2025, were $22,197 and $61,686 an increase over three and nine months ended September 30, 2024 of $10,132 and $43,554, respectively, as a result of the Beat acquisition in the third quarter of 2024 as well as increase in staffing for the build out of new business.
| Specialty Property and Casualty Insurance | ||||||
|---|---|---|---|---|---|---|
| Three Months Ended September 30, · Nine Months Ended September 30, | ||||||
| 2025 · 2024 · 2025 · 2024 | ||||||
| Gross premiums written | $97,185 | $115,154 | $280,347 | $322,782 | ||
| Net premiums written | 17,777 | 32,754 | 50,988 | 91,290 | ||
| Revenues: | ||||||
| Net premiums earned | $17,027 | $27,441 | $48,908 | $80,074 | ||
| Program fees | 3,590 | 3,622 | 10,739 | 9,517 | ||
| Investment income | 1,648 | 1,672 | 5,238 | 4,536 | ||
| Other income | 509 | 7,397 | 450 | 7,375 | ||
| Total | 22,774 | 40,132 | 65,335 | 101,502 | ||
| Expenses: | ||||||
| Losses and loss expenses incurred | 14,386 | 20,421 | 35,860 | 62,800 | ||
| Amortization of deferred acquisition costs, net | 3,491 | 5,993 | 11,031 | 15,816 | ||
| General and administrative expenses | 4,942 | 4,784 | 16,367 | 13,231 | ||
| Total | 22,819 | 31,198 | 63,258 | 91,847 | ||
| EBITDA | $(45) | $8,934 | $2,077 | $9,655 | ||
| Pretax income (loss) | $(45) | $8,934 | $2,077 | $9,655 | ||
| Retention Ratio (1) | 18.3% | 28.4% | 18.2% | 28.3% | ||
| Loss and LAE Ratio (2) | 84.5% | 74.4% | 73.3% | 78.4% | ||
| Expense Ratio (3) | 28.4% | 26.1% | 34.1% | 24.4% | ||
| Combined Ratio (4) | 112.9% | 100.5% | 107.4% | 102.8% | ||
| Ambac's stockholders equity (5) | $139,575 | $133,882 | ||||
(1)Retention ratio is defined as net premiums written divided by gross premiums written
(2)Loss and LAE ratio is defined as losses and loss expenses incurred divided by net premiums earned
(3)Expense Ratio is defined as acquisition costs and general and administrative expenses, reduced by program fees divided by net premiums earned
(4)Combined ratio is defined as Loss and LAE ratio plus Expense Ratio
(5)Represents Ambac stockholders equity in the Specialty Property and Casualty Insurance segment, including intercompany eliminations.
The Specialty Property and Casualty Insurance segment has grown significantly since underwriting its first program in May 2021. Twenty-five programs were authorized to issue policies as of September 30, 2025, including Everspan participating on certain programs as a reinsurer. As part of Everspan's focus on improving profitability and capital utilization, Everspan non-renewed certain programs, including a commercial auto program and an assumed non-standard personal auto program in the latter half of 2024, and a commercial auto and a general liability program in 1Q2025. The non-renewals resulted in a reduction in gross and net written premiums, net premiums earned, nominal losses and loss expenses incurred, and a shift in Everspan's retention ratio in the three and nine months ended September 30, 2025, compared to three and nine months ended September 30, 2024. Partially offsetting these non-renewals was the continued growth in existing programs and addition of new programs. EBITDA and pre-tax income decreased in the three and nine months ended September 30, 2025 compared to September 30, 2024, primarily due to the gain related to the sale of Consolidated
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National Insurance Company recognized in 3Q2024, a reduction in earned premium related to program non-renewals and adverse prior period reserve development in 2025 versus 2024, partially offset by lower losses incurred due the program non-renewals.
Consistent with its strategy to generate sustainable and profitable, long-term specialty property and casualty program insurance business with a focus on diverse classes of risks, Everspan may source select programs as a reinsurer. Accessing programs as a reinsurer provides Everspan the ability to diversify its risk profile (temporarily or long-term), efficiently manage its exposure limits and underwrite programs in a cost efficient manner, amongst other benefits. Everspan may participate as a reinsurer on up to 30% of a program, which is in line with its strategy to retain up to 30% per program. Participation as a reinsurer will affect the retention ratio as Everspan's portion of assumed premiums is reflected fully in both Gross and Net Premiums Written.
The change in the loss ratio was driven by the shift in mix of business in addition to reserve strengthening. The three and nine months ended September 30, 2025, contained prior years loss strengthening equating to 23.2% and 8.8%, respectively, driven primarily by commercial auto liability loss experience on programs which are in runoff, and excess liability loss experience, whereas the three and nine months ended September 30, 2024, contained prior years loss strengthening equating to 0.2% and 3.8%, respectively, which was primarily driven by commercial auto loss experience on programs which have since been non-renewed.
Loss and loss expenses incurred, and Everspan's associated Loss and LAE ratio, may be adversely impacted by economic and social inflation. The impact of inflation on ultimate loss reserves is difficult to estimate, particularly in light of recent disruptions to the judicial system, supply chains and labor markets. Going forward, we may not be able to offset the impact of inflation on our loss costs with sufficient price increases. The estimation of loss reserves may also be more difficult during extreme events, such as a pandemic, or during the persistence of volatile or uncertain economic conditions, due to, amongst other reasons, unexpected changes in behavior of judiciaries, claimants and policyholders, including fraudulent reporting of exposures and/or losses. Due to the inherent uncertainty underlying loss reserve estimates, the final resolution of the estimated liability for loss and loss adjustment expenses will likely be higher or lower than the related loss reserves at the reporting date. In addition, our estimate of losses and loss expenses may change. These additional liabilities or increases in estimates, or a range of either, could vary significantly from period to period.
In addition to the increase in the Loss and LAE ratio for the three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024, there was a benefit to acquisition costs resulting from sliding scale commission arrangements with program partners. Such benefit reduced the Specialty Property and Casualty Insurance segments expense ratio by 6.9% and 1.9% for the three months ended September 30, 2025 and 2024, respectively and 3.3% and 4.5% for the nine months ended September 30, 2025 and 2024, respectively. Certain Everspan programs were structured to include sliding scale commission arrangements within a loss ratio
range. These sliding scale arrangements help mitigate losses, protect underwriting results and limit earnings volatility.
General and administrative costs were higher for the three and nine months ended September 30, 2025, relative to the three and nine months ended September 30, 2024, due to a net increase in headcount and in legal expenses, partially offset by reduced performance on long term incentive compensation.
Corporate
Corporate consists of our holding company and shared services operations ("Corporate"). Corporate provides financial, legal, technological and human resources to Ambac's two segments and is responsible for the function of AFG as a publicly traded company.
Corporate revenues totaled $610 and $5,878 for the three months ended September 30, 2025 and 2024, respectively and $1,723 and $13,925 for the nine months ended September 30, 2025 and 2024, respectively. Corporate revenue is mostly generated from investment of AFG's liquid resources and investment results from its previously made strategic investments, including certain minority investments in MGA/Us and an insurtech fund. Investment revenues comprised of net investment income and net investment gains (losses), including impairments were $617 and $938 for the three months ended September 30, 2025 and 2024, respectively and $1,735 and $5,928 for the nine months ended September 30, 2025 and 2024, respectively. The declines from 2024 to 2025 are attributable to the use of liquid resources for the acquisition of Beat and third quarter 2024 gains on FX forward contracts used to mitigate currency risk leading up to the acquisition of Beat. The decline for the nine month period also reflected net investment gains of $3,958 in the nine months ended September 30, 2024 primarily related to the conversion and early settlement of certain convertible notes, including make-whole payments, partially offset by a write-down in carrying value on an investment in preferred securities that are carried at cost less impairment.
As a result of the Company reporting the results of operations of AAC as discontinued operations, certain corporate costs charged to AAC have been reported in Net income from continuing operations and included in Corporate expenses for all years presented. Corporate expenses were $26,571 and $27,151 for the three months ended September 30, 2025 and 2024, respectively and $55,801 and $59,474 for the nine months ended September 30, 2025 and 2024. Corporate expenses were lower for the three and nine months ended September 30, 2025 compared to three and nine months ended September 30, 2024 mainly due to lower expenses related to corporate development and the sale of AAC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.