WHITE MOUNTAINS INSURANCE GROUP LTD
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
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FY2025 · Filed Feb 27, 2026
WTM$2,280.00+1.1%Stored close · as of Nov 10, 2026
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ITEM 15. Exhibits and Financial Statement Schedules
a. Documents Filed as Part of the Report
The financial statements and financial statement schedules and reports of independent auditors have been filed as part of this Annual Report on Form 10-K as indicated in the Index to Consolidated Financial Statements and Financial Statement Schedules appearing on page 109 of this report. A listing of exhibits filed as part of the report appears below through page 107 of this report.
b. Exhibits
| ExhibitNumber | Name |
| 2.1 | Plan of Reorganization (incorporated by reference herein to the Company’s Registration Statement on S-4 (No. 333-87649) dated September 23, 1999) |
| 2.2 | Securities Purchase Agreement, dated October 2, 2025, by and among White Mountains Investments (Luxembourg) S.à r. l., WM Pierce Holdings, Inc., PM Holdings, LLC and the other parties thereto (incorporated by reference herein to Exhibit 2.1 of the Company’s Current Report on Form 8-K dated October 2, 2025) |
| 3.1 | Memorandum of Continuance of the Company (incorporated by reference herein to Exhibit (3)(i) of the Company’s Current Report on Form 8-K dated November 1, 1999) |
| 3.2 | Amended and Restated Bye-Laws of the Company (incorporated by reference herein to Exhibit 3 of the Company’s Report on Form 10-Q dated May 2, 2017) |
| 4 | Description of White Mountains Common Shares (*) |
| 10.1 | Regulation 114 Trust Agreement by and among Build America Mutual Assurance Company, HG Re Ltd. and The Bank of New York Mellon, dated as of July 20, 2012 (incorporated by reference herein to Exhibit 10.2 of the Company’s Report on Form 10-Q dated October 30, 2012) |
| 10.2 | Third Amended and Restated Supplemental Trust Agreement by and among Build America Mutual Assurance Company, HG Re Ltd. and The Bank of New York Mellon, dated January 15, 2020 (incorporated by reference herein to Exhibit 10.2 of the Company’s Report on Form 10-Q dated August 7, 2023) |
| 10.3 | Fourth Amended and Restated Surplus Note Purchase Agreement between Build America Mutual Assurance Company, as Issuer and HG Holdings Ltd. and HG Re Ltd. as Purchasers, dated July 1, 2024 (incorporated by reference herein to Exhibit 10.1 of the Company’s Report on Form 10-Q dated August 7, 2024) |
| 10.4 | Loan and Security Agreement, dated as of March 31, 2022 among HG Global Ltd., Hudson Structured Capital Management Ltd. and the lenders from time to time party thereto (incorporated by reference herein to Exhibit 10.2 of the Company’s Report on Form 10-Q dated May 6, 2022) (**) |
| 10.5 | Paying Agency Agreement dated 13 July 2021 between Group Ark Insurance Limited, The Bank of New York Mellon, London Branch and The Bank of New York Mellon SA/NV, Dublin Branch (incorporated by reference herein to Exhibit 10.2 of the Company’s Report on Form 10-Q dated November 8, 2021) (**) |
| 10.6 | Paying Agency Agreement dated 11 August 2021 between Group Ark Insurance Limited, The Bank of New York Mellon, London Branch and The Bank of New York Mellon SA/NV, Dublin Branch (incorporated by reference herein to Exhibit 10.3 of the Company’s Report on Form 10-Q dated November 8, 2021) (**) |
| ExhibitNumber | Name |
| 10.7 | Paying Agency Agreement dated 8 September 2021 between Group Ark Insurance Limited, The Bank of New York Mellon, London Branch and The Bank of New York Mellon SA/NV, Dublin Branch (incorporated by reference herein to Exhibit 10.4 of the Company’s Report on Form 10-Q dated November 8, 2021) (**) |
| 10.8 | Third Amendment to Loan and Servicing Agreement dated as of March 18, 2025 among Kudu Investment Holdings, LLC, Kudu Investment US, LLC, Kudu Investment Management, LLC, KFO Holdings, Ltd., KWCP Holdings UK, Ltd., Massachusetts Mutual Life Insurance Company and Alter Domus (US) LLC and Barings Finance LLC (incorporated by reference herein to Exhibit 10.1 of the Company’s Report on Form 10-Q dated May 7, 2025) |
| 10.9 | Fourth Amendment to Loan and Servicing Agreement dated as of July 21, 2025 among Kudu Investment Holdings, LLC, Kudu Investment US, LLC, Kudu Investment Management LLC, KFO Holdings, Ltd., KWCP Holdings UK, Ltd., Massachusetts Mutual Life Insurance Company, Alter Domus (US) LLC, Barings Finance LLC and Barings Direct Investments LLC (incorporated by reference herein to Exhibit 10.5 of the Company’s Report on Form 10-Q dated August 7, 2025) |
| 10.10 | Credit Agreement, dated as of July 16, 2025, among White Mountains Insurance Group, Ltd., the lenders party thereto and Bank of America, N.A., as the administrative agent (incorporated by reference herein to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated July 16, 2025) |
| 10.11 | Unit Purchase Agreement, dated as of July 4, 2025, by and among, AQ Phoenix Parent, L.P., WM Monroe Holdings, Inc., White Mountains Insurance Group, Ltd., and the other parties thereto (incorporated by reference herein to Exhibit 10.4 of the Company’s Report on Form 10-Q dated August 7, 2025) |
| 10.12 | First Amendment to Credit Agreement, dated as of July 4, 2025, among Distinguished LLC, a Delaware limited liability company, the other credit parties party thereto, the lenders party thereto and BMO Bank N.A., as agent (incorporated by reference herein to Exhibit 10.2 of the Company’s Report on Form 10-Q dated November 6, 2025) |
| 10.13 | Limited Consent and Second Amendment to Credit Agreement, dated as of October 31, 2025, by and among Distinguished LLC, a Delaware limited liability company, the other credit parties party thereto, the lenders party thereto and BMO Bank N.A., as agent (incorporated by reference herein to Exhibit 10.3 of the Company’s Report on Form 10-Q dated November 6, 2025) |
| 10.14 | Offer Letter, dated as of February 22, 2024, between the Company and Giles Harrison (incorporated by reference herein to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated April 10, 2024) |
| 10.15 | Employment Agreement and Release between White Mountains Capital LLC and G. Manning Rountree (incorporated by reference herein to Exhibit 10.1 of the Company’s Report on Form 10-Q dated November 6, 2025) |
| 10.16 | White Mountains Long-Term Incentive Plan, as amended (incorporated by reference herein to Appendix A of the Company’s Notice of 2019 Annual General Meeting of Members and Proxy Statement dated April 8, 2019) |
| 10.17 | Amendment to the 2019 White Mountains Long-Term Incentive Plan (incorporated by reference herein to Appendix A of the Company’s Notice of the 2025 Annual General Meeting of Members and Proxy Statement dated April 2, 2025) |
| 10.18 | White Mountains Long-Term Incentive Plan, as amended and restated May 22, 2025 (incorporated by reference herein to Appendix B of the Company’s Notice of the 2025 Annual General Meeting of Members and Proxy Statement dated April 2, 2025) |
| 10.19 | White Mountains Annual Bonus Program (incorporated by reference herein to Exhibit 10.2 of the Company’s Report on Form 10-Q dated May 7, 2025) |
| 14 | The Company’s Code of Business Conduct, which applies to all directors, officers and employees in carrying out their responsibilities to and on behalf of the Company (*) |
| 19 | White Mountains Insurance Group, Ltd. Insider Trading Policy (*) |
| 21 | Subsidiaries of the Registrant (*) |
| 23 | Consent of PricewaterhouseCoopers, LLP (*) |
| 24 | Powers of Attorney (*) |
| 31.1 | Principal Executive Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (*) |
| 31.2 | Principal Financial Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (*) |
| 32.1 | Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*) |
| 32.2 | Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*) |
| ExhibitNumber | Name |
| 97 | White Mountains Insurance Group, Ltd. Recovery Policy (incorporated by reference herein to Exhibit 97.1 of the Company’s 2023 Annual Report on Form 10-K) |
| 101 | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
(*)Included herein.
(**) Portions of this exhibit are redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
c. Financial Statement Schedules
The financial statement schedules and report of independent registered public accounting firm have been filed as part of this Annual Report on Form 10-K as indicated in the Index to Consolidated Financial Statements and Financial Statement Schedules appearing on page 109 of this report.
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