Kestrel Group Ltd
For the period ended Jun 30, 2026. Filed Aug 7, 2026.
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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.
Jun 30, 2026 · Filed Aug 7, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-08.
0001628280-26-032898
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001628280-26-054606
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 269 previous paragraphs and 321 current paragraphs.
111 unchanged; 141 reworded; 56 added; 12 removed; 5 previous and 13 current paragraphs rearranged.
Tables are not compared: 40 previous and 42 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (56)
Current report
(2)Underwriting and fee income (loss) is a non-GAAP measure and is calculated as net premiums earned plus fee revenue less net loss and LAE, commission and other acquisition expenses and general and administrative expenses directly related to underwriting activities.
Current report
Net loss for the three months ended June 30, 2026 was $8.1 million compared to net income of $69.9 million for the same respective period in 2025. Net income for the three months ended June 30, 2025 was substantially the result of the gain on bargain purchase of $73.6 million due to the completion of the Combination on May 27, 2025 as discussed in Note 14. Business Combination included in Part 1. Item 1. Financial Information. Excluding the gain on bargain purchase, our net loss was $3.7 million for the three months ended June 30, 2025.
Current report
In the second quarter of 2026, higher fee income from Program Services and foreign exchange and other gains were more than offset by an underwriting loss from Legacy Reinsurance (compared to underwriting income in the second quarter of 2025), higher corporate expenses and debt service costs, and lower investment results. Excluding the gain on bargain purchase, the decline in results was driven by the following:
Current report
•Higher adverse prior year loss development ("PPD") of $1.9 million in the second quarter of 2026. compared to favorable PPD of $7.8 million for the three months ended June 30, 2025, primarily within the AmTrust Reinsurance legacy business.
Current report
•Improved underwriting results on a current accident year basis, with underwriting income of $0.6 million for the three months ended June 30, 2026 compared to an underwriting loss of $2.0 million for the same period in 2025.
Current report
•Combined investment loss of $0.5 million for the three months ended June 30, 2026 compared to combined investment income of $2.6 million for the same period in 2025 primarily due to:
Current report
•increased net investment income of $2.5 million for the three months ended June 30, 2026 compared to $1.5 million for the same period in 2025.
Current report
The underwriting loss in the Legacy Reinsurance segment and higher corporate expenses were partly offset by the following:
Current report
Results for the six months ended June 30, 2026
Current report
Net loss for the six months ended June 30, 2026 was $15.5 million compared to net income of $69.5 million for the same respective period in 2025. Net income for the six months ended June 30, 2025 was substantially the result of a gain on bargain purchase of $73.6 million from the Combination on May 27, 2025 as discussed in Note 14. Business Combination included in Part I. Item 1. Financial Information. Excluding the gain on bargain purchase from May 27, 2025, the Company incurred a net loss of $4.1 million for the six months ended June 30, 2025.
Current report
Higher fee income from Program Services, along with improved foreign exchange and other gains, and higher investment income in the six months ended June 30, 2026 were more than offset by a Legacy Reinsurance underwriting loss (compared to underwriting income in the prior period) driven by adverse prior period development from AmTrust Reinsurance, along with higher corporate expenses and debt service. Excluding the gain on bargain purchase, the decline in results was driven by the following:
Current report
The Legacy Reinsurance segment underwriting loss was $5.1 million for the six months ended June 30, 2026 compared to underwriting income of $5.8 million for the same period in 2025 largely due to:
Current report
•Higher adverse PPD of $2.2 million for the six months ended June 30, 2026 compared to favorable PPD of $7.8 million for the same period in 2025 primarily within AmTrust Reinsurance legacy business; and
Current report
•A higher underwriting loss on a current accident year basis of $2.9 million for the six months ended June 30, 2026, compared to an underwriting loss of $2.0 million for the six months ended June 30, 2025 was experienced, due primarily to amortization of $1.7 million related to the fair value adjustment on acquired intangible assets in the Combination, compared to $0.4 million for the same period in 2025. This amortization is recurring and recognized over the remaining claims settlement period
Current report
Corporate general and administrative expenses increased to $14.3 million for the six months ended June 30, 2026 compared to $3.1 million for the same period in 2025, primarily as a result of the Combination.
Current report
The underwriting loss in the Legacy Reinsurance segment and higher corporate expenses were partly offset by the following:
Current report
•Program Services segment produced net fee income of $4.0 million for the six months ended June 30, 2026 compared to fee income of $12.0 thousand for the same period in 2025:
Current report
◦Fee revenue increased to $6.9 million for the six months ended June 30, 2026 compared to $1.4 million for the same period in 2025 resulting from higher premium produced by both new and existing client programs.
Current report
•Realized and unrealized investment losses of $1.6 million for the six months ended June 30, 2026 compared to gains of $1.1 million for the same period in 2025.
Current report
•Foreign exchange and other gains of $4.5 million for the six months ended June 30, 2026, including $2.4 million of foreign exchange gains due to appreciation of the U.S dollar on the re-measurement of net loss reserves and insurance related liabilities denominated in the British pound and euro, and revaluation gains of $2.0 million on other assets; compared to foreign exchange losses of $5.1 million for the same period in 2025 due to weakening of the U.S dollar on the re-measurement of net loss reserves and insurance related liabilities denominated in the British pound and euro.
Current report
Net premiums earned under AmTrust Reinsurance legacy business for the three and six months ended June 30, 2026 were $2.9 million and $5.2 million, respectively, compared to $1.0 million for the same periods in 2025. This was earned entirely under the AmTrust Quota Share agreement for Specialty Risk and Extended Warranty business.
Current report
Please refer to the separate analysis of Diversified Reinsurance and AmTrust Reinsurance results in the Legacy Reinsurance segment below for additional details.
Current report
Fee revenue was $3.7 million and $6.9 million for the three and six months ended June 30, 2026 respectively, compared to $0.5 million and $1.4 million for the same periods in 2025. The increase in both periods was due to higher premium volume from both new and existing client programs. Fee revenue from our largest client accounted for $3.2 million or 85.8% and $5.6 million or 82.0% of total fee revenue earned for the three and six months ended June 30, 2026, respectively; compared to fee revenue of $0.2 million or 33.5% and $0.5 million or 39.5%, for the three and six months ended June 30, 2025, respectively.
Current report
For the three months ended June 30, 2026, there were two new accounts that contributed $0.1 million of fee revenue earned. For the six months ended June 30, 2026, there were three new accounts that contributed $0.2 million of fee revenue earned during 2026.
Current report
Net investment income for the three and six months ended June 30, 2026 increased by $0.9 million and increased by $3.5 million, respectively, compared to the same periods in 2025, primarily due to the Combination. Annualized average book yields increased to 3.3% and 3.4% for the three and six months ended June 30, 2026, respectively, compared to 3.1% and 1.6% for the same periods in 2025.
Current report
Net interest income from the Company's loan receivable from related party was $1.0 million and $2.2 million for the three and six months ended June 30, 2026, respectively, compared to $0.7 million for the same periods in 2025. The net loan receivable from related party had an average balance of $74.0 million and $78.3 million, respectively, and carried a weighted average interest rate of 5.5% and 5.5% for both the three and six months ended June 30, 2026, respectively. The net loan carried a weighted average interest rate of 5.8% on an average balance of $107.5 million for the three and six months ended June 30, 2025, respectively.
Current report
Net loss and LAE incurred for the three and six months ended June 30, 2026 were $1.5 million and $3.8 million, respectively, compared to $(6.0) million for the same periods in 2025. Net incurred losses were impacted by net adverse PPD of $1.9 million and $2.2 million for the three and six months ended June 30, 2026; compared to favorable PPD of $7.8 million for the three and six months ended June 30, 2025, primarily driven by development on AmTrust Reinsurance legacy business.
Current report
Current accident year ("CAY") net loss and LAE excluding the impact of PPD generated CAY income of $0.4 million and CAY loss of $1.6 million for the three and six months ended June 30, 2026, respectively, and CAY loss of $1.8 million for the three and six months ended June 30, 2025, respectively.
Current report
Total general and administrative expenses discussed above include certain non-recurring items as discussed further in Non-GAAP Measures. We do not believe litigation costs related to the GLS arbitration, restructuring and severance costs, and costs incurred in connection with the Combination on May 27, 2025 are representative of our future operating expenditures.
Current report
For the three months ended June 30, 2026, we recognized net non-recurring income of $0.2 million, consisting of $0.7 million of restructuring and severance costs, offset by a $0.1 million release of cost accruals related to the Combination and $0.8 million of net recoupment of attorneys' fees related to the GLS arbitration, including a $1.0 million award of attorneys' fees. This compares to net non-recurring expense of $1.9 million for the three months ended June 30, 2025, consisting primarily of $1.8 million for restructuring and severance costs.
Current report
For the six months ended June 30, 2026, we recognized net non-recurring income of $0.6 million, consisting of $1.0 million of restructuring and severance costs, offset by a $0.8 million release of cost accruals related to the Combination and $0.9 million of net recoupment of attorneys' fees related to the GLS arbitration, including a $1.0 million award of attorneys' fees. This compares to net non-recurring expense of $1.9 million for the six months ended June 30, 2025, consisting primarily of $1.8 million for restructuring and severance costs.
Current report
Excluding these non-recurring items, total general and administrative expenses were $10.7 million and $23.4 million for the three and six months ended June 30, 2026, respectively, compared to $3.6 million and $4.7 million for the same periods in 2025.
Current report
Total interest and amortization expenses incurred for the three and six months ended June 30, 2026 were $4.2 million and $8.1 million, respectively, compared to $1.5 million for the same periods in 2025. This consisted of the following items:
Current report
Gain on Bargain Purchase
Current report
As discussed in Part I, Item 1. Financial Information: Note 14. Business Combination included in this Form 10-Q, the gain on bargain purchase of $73.6 million recognized in the three and six months ended June 30, 2025 was the differential between the fair value of net assets of Maiden acquired on May 27, 2025 as a result of the Combination and the equity consideration effectively transferred to Maiden shareholders on that date. This was based on the initial assessment of fair values acquired.
Current report
Change in Earn out Liability
Current report
Pursuant to terms of the Combination, the former Kestrel equityholders are eligible to earn additional contingent consideration up to the lesser of (x) $45.0 million payable in common shares of Kestrel Group, upon the achievement of certain EBITDA milestones by the businesses that Kestrel conducted immediately prior to the closing and any extensions of such businesses or related or ancillary businesses existing thereafter subsequent to completion of the transaction on May 27, 2025 through May 31, 2028 ("Performance Period"), and (y) 2.75 million common shares of Kestrel Group.
Current report
During the three and six months ended June 30, 2026, there was no earn out liability recognized by the Company based upon current estimates of Kestrel business for the Performance Period, including performance of the Program Services business through June 30, 2026. During the three and six months ended June 30, 2025, the earn out liability increased by $2.7 million based upon initial estimates of the Kestrel business for the Performance Period, including the performance of the program services business through June 30, 2025, which was recorded in our condensed consolidated statement of operations.
Current report
For the three and six months ended June 30, 2026, net foreign exchange gains of $0.4 million and $2.4 million were attributable to appreciation of the U.S. dollar on the re-measurement of net loss reserves and insurance related liabilities denominated in non-USD currencies (namely the British pound and euro for the year-to-date period and euro only for the second quarter).
Current report
For the three and six months ended June 30, 2025, net foreign exchange losses of $5.1 million were attributable to significant weakening of the U.S. dollar on re-measurement of net loss reserves and insurance related liabilities denominated in the British pound and euro.
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Removed paragraphs (12)
Previous report
Net loss for the three months ended March 31, 2026 was $7.4 million compared to a net loss of $0.4 million for the same respective period in 2025. An underwriting loss from the Legacy Reinsurance segment combined with higher operating and interest expenses was partially offset by increased Program Services fee income, net investment income, unrealized gains from investment activities as well as net foreign exchange and other gains.
Previous report
•On a current accident year basis, the underwriting loss for the Legacy Reinsurance segment was $3.0 million for the three months ended March 31, 2026.
Previous report
•Our Legacy Reinsurance segment experienced adverse prior year loss development ("PPD") of $0.3 million in the first quarter of 2026, which included AmTrust Reinsurance Legacy adverse PPD of $0.6 million partly offset by Diversified Reinsurance Legacy favorable PPD of $0.3 million.
Previous report
•interest in loss of equity method investments was $1.0 thousand for the three months ended March 31, 2026 compared to $0.0 million for the same respective period in 2025.
Previous report
Net premiums earned under AmTrust Reinsurance legacy business for the three months ended March 31, 2026 were $2.3 million. This was earned entirely under the AmTrust Quota Share. Please refer to the analysis below of our Diversified Reinsurance and AmTrust Reinsurance under the Maiden Legacy segment further below for further details.
Previous report
Net investment income for the three months ended March 31, 2026 increased by $2.5 million, compared to the same period in 2025 due to the inclusion of Maiden's legacy fixed income and alternative investment portfolios in connection with the Combination.
Previous report
Total interest and amortization expenses incurred for the three months ended March 31, 2026 were $3.9 million which included:
Previous report
Foreign Exchange and Other Gains
Previous report
Net Loss and LAE — Net loss and LAE incurred in the three months ended March 31, 2026 were negative $0.3 million due to net favorable PPD of $0.3 million for the three months ended March 31, 2026 from International run-off business.
Previous report
Net incurred losses for the three months ended March 31, 2026 included adverse PPD of $0.6 million. Total PPD was due to an adjustment for greater than expected amount of earned exposure in 2025 that was reported in the three months ended March 31, 2026 on Specialty Risk and Extended Warranty business in the AmTrust Quota Share, and a reduction in recoveries anticipated under the LPT/ADC Agreement.
Previous report
Our investment portfolio returns included in earnings increased to $3.9 million for the three months ended March 31, 2026 compared to $34.0 thousand for the same period in 2025. This was largely due to the acquisition of Maiden's AFS fixed income and alternative investment portfolios in connection with the Combination on May 27, 2025. The Company earned unrealized gains on the alternative investment portfolio, as well as interest income on the net loan receivable from related party and coupon income on the AFS fixed maturity investment portfolio.
Previous report
Fixed income investments includes AFS securities as well as cash, restricted cash, funds withheld receivable, and net loan receivable from related party.
Reworded paragraphs (141)
Previous wording
As a result of the Combination on May 27, 2025, the Company acquired Maiden's operations, which includes significant underwriting and investment activities, along with operating expenses and interest expense associated with Maiden's senior notes outstanding. Maiden's results of operations are reported for the three months ended March 31, 2026 only and because the prior period results of operations do not include the operations of Maiden, the year-over-year comparisons are generally not directly comparable. The following table sets forth our selected unaudited Condensed Consolidated Statement of Operations data for the three months ended March 31, 2026 and 2025:
Current wording
As a result of the Combination on May 27, 2025, the Company acquired Maiden's legacy operations, which includes significant underwriting and investment activities, along with operating expenses and interest expense associated with Maiden's senior notes outstanding. Maiden's results for the three and six months ended June 30, 2025 only include operations subsequent to May 27, 2025 therefore the year-over-year comparisons are generally not directly comparable.
Previous wording
On May 27, 2025, Kestrel Group LLC (“Kestrel LLC”) and Maiden Holdings, Ltd. (“Maiden”) completed their previously announced combination ("Combination"), forming a new, publicly listed specialty program group operating under the name Kestrel Group Ltd (“Kestrel Group” or "Parent Company"). Maiden shares ceased trading on the NASDAQ Capital Market ("Nasdaq") at close of market on May 27, 2025. Kestrel Group shares began trading on the Nasdaq at open of market on May 28, 2025 under the ticker symbol “KG”. Upon the closing of the Transactions (the “Closing”), Maiden and Kestrel LLC are now wholly owned subsidiaries of the Company, which was rebranded as Kestrel Group and renamed “Kestrel Group Ltd” ("Kestrel" or the "Company").
Current wording
On May 27, 2025, Kestrel Group LLC (“Kestrel LLC”) and Maiden Holdings, Ltd. (“Maiden”) completed their previously announced combination ("Combination"), forming a new, publicly listed specialty program group operating under the name Kestrel Group Ltd (“Kestrel Group” or "Parent Company"). Maiden shares ceased trading on the NASDAQ Capital Market ("Nasdaq") at the close of market on May 27, 2025 and Kestrel Group shares began trading on the Nasdaq at open of market on May 28, 2025 under the ticker symbol “KG”. Upon the closing of the Transactions (the “Closing”), Maiden and Kestrel LLC are now wholly owned subsidiaries of the Company, which was rebranded as Kestrel Group and renamed “Kestrel Group Ltd” ("Kestrel" or the "Company").
Previous wording
The Combination creates a capital light, fee-based insurance platform with the ability to selectively deploy underwriting capacity to optimize shareholder returns, with a commitment to innovation, client service and long-term relationships.
Current wording
The Combination created a capital-light, fee-based insurance platform with the ability to selectively deploy underwriting capacity to optimize shareholder returns, supported by a commitment to innovation, client service and long-term relationships.
Previous wording
Kestrel specializes in providing fronting services to insurance program managers, managing general agencies (MGAs), reinsurers, and reinsurance brokers. Kestrel facilitates insurance transactions utilizing its exclusive management contracts with four insurance carriers, all of which are rated A- “Excellent” by A.M. Best. These contracts enable Kestrel to offer both admitted and surplus lines in all U.S. states. Kestrel LLC generally does not assume significant underwriting risk and produces lines of business such as casualty, workers’ compensation, catastrophe-exposed property, and non-catastrophe-exposed property, with diverse risk durations, sizes, and product types.
Current wording
Kestrel specializes in providing fronting services to insurance program managers, managing general agencies (MGAs), reinsurers, and reinsurance brokers. Kestrel facilitates insurance transactions through its exclusive management contracts with four insurance carriers, all of which are rated A- “Excellent” by A.M. Best. These contracts enable Kestrel to offer both admitted and surplus lines in all U.S. states. Kestrel LLC generally does not assume significant underwriting risk and produces lines of business such as casualty, workers’ compensation, catastrophe-exposed property, and non-catastrophe-exposed property, with diverse risk durations, sizes, and product types.
Previous wording
Kestrel continues to write business through its exclusive use of A.M. Best A- FSC XV insurance carriers Sierra Specialty Insurance Company, Rochdale Insurance Company, Park National Insurance Company and Republic Fire and Casualty Insurance Company (collectively, “AmTrust Insurance Companies”), all subsidiaries of AmTrust Financial Services, Inc. (“AmTrust”). Kestrel currently retains an option to acquire the AmTrust Insurance Companies for a period of up to three years after closing from AmTrust. AmTrust is a significant shareholder of Kestrel. Please see Note 10. Related Party Transactions for further information regarding the Company's relationship with AmTrust.
Current wording
Kestrel continues to write business through its exclusive use of four A.M. Best A- FSC XV insurance carriers Sierra Specialty Insurance Company, Rochdale Insurance Company, Park National Insurance Company and Republic Fire and Casualty Insurance Company (collectively, “AmTrust Insurance Companies”), all subsidiaries of AmTrust Financial Services, Inc. (“AmTrust”). Kestrel currently retains an option to acquire the AmTrust Insurance Companies for a period of up to three years following the Closing. AmTrust is a significant shareholder of Kestrel. Please see Note 10. Related Party Transactions for further information regarding the Company's relationship with AmTrust.
Previous wording
As of March 31, 2026, Maiden Reinsurance Ltd. ("Maiden Reinsurance") owns 22.1% of the Company's total issued and outstanding common shares which is eliminated for accounting and financial reporting purposes on the Company's condensed consolidated financial statements. On April 29, 2025, former Maiden shareholders approved the proposal to remove the 9.5% voting limitation at the Company's special general meeting of its shareholders (the "Special Meeting"). The ownership of common shares by Maiden Reinsurance was made in compliance with Maiden Reinsurance's investment policy and approved by the Vermont Department of Financial Regulation ("Vermont DFR").
Current wording
As of June 30, 2026, Maiden Reinsurance Ltd. ("Maiden Reinsurance") owned 22.2% of the Company's total issued and outstanding common shares, which is eliminated for accounting and financial reporting purposes in the Company's condensed consolidated financial statements. On April 29, 2025, former Maiden shareholders approved a proposal removing the 9.5% voting limitation at the Company's special general meeting of shareholders (the "Special Meeting"). Maiden Reinsurance's ownership of common shares was made in compliance with its investment policy and was approved by the Vermont Department of Financial Regulation ("Vermont DFR").
Previous wording
Our Program Services segment consists of a cohesive suite of products and services offered by Kestrel that are integrated and interdependent. Kestrel’s revenue is highly concentrated because of the capacity distribution agreements with an individual customer. Capacity distribution fees are collected from program managers or MGAs for providing support services and granting contractual access to our insurance carrier network and are considered a single performance obligation. Support services provided for these insurance and reinsurance brokerage arrangements include compliance and regulatory reporting and administrative support which culminate in the placement of bound insurance coverage. Kestrel considers these arrangements a single revenue stream.
Current wording
Our Program Services segment consists of a cohesive suite of products and services offered by Kestrel that are integrated and interdependent. Kestrel’s revenue is highly concentrated because of a capacity distribution agreement with an individual single customer. Capacity distribution fees are collected from program managers or MGAs for providing support services and granting contractual access to our insurance carrier network and are considered a single performance obligation. Support services under these insurance and reinsurance brokerage arrangements include compliance and regulatory reporting and administrative support which culminate in the placement of bound insurance coverage. Kestrel considers these arrangements a single revenue stream.
Previous wording
Our Legacy Reinsurance segment consists of primarily reinsurance business previously produced by Maiden, which had been segregated into two reportable segments: AmTrust Reinsurance and Diversified Reinsurance. Business formerly classified in the AmTrust Reinsurance segment is now described as "AmTrust Reinsurance Legacy Business" while business formerly classified in the Diversified Reinsurance segment is referred to as "Diversified Reinsurance Legacy Business" within this new segment.
Current wording
Our Legacy Reinsurance segment consists of primarily reinsurance business previously produced by Maiden, which had been segregated into two reportable segments: AmTrust Reinsurance and Diversified Reinsurance. Business formerly classified in the AmTrust Reinsurance segment is now described as "AmTrust Reinsurance Legacy Business" and business formerly classified in the Diversified Reinsurance segment is referred to as "Diversified Reinsurance Legacy Business" within this new segment.
Previous wording
AmTrust Reinsurance Legacy Business includes all business ceded to Maiden Reinsurance by AmTrust, primarily the quota share reinsurance agreement (“AmTrust Quota Share”) between Maiden Reinsurance and AmTrust’s wholly owned subsidiary, AmTrust International Insurance, Ltd. (“AII”) and the European hospital liability quota share reinsurance contract ("European Hospital Liability Quota Share") with AmTrust’s wholly owned subsidiaries, AEL and AIU DAC, both of which are in run-off effective as of January 1, 2019, as discussed in Note 10. Related Party Transactions of the Notes to Condensed Consolidated Financial Statements included in Part I Item 1."Financial Information". In addition, the Company has a retroactive reinsurance agreement and a commutation agreement that further reduces its exposure and limits the potential volatility related to AmTrust liabilities, which are discussed in Note 8. Reinsurance of the Notes to Condensed Consolidated Financial Statements included in Part I Item 1."Financial Information".
Current wording
AmTrust Reinsurance Legacy Business includes all business ceded to Maiden Reinsurance by AmTrust, primarily the quota share reinsurance agreement (“AmTrust Quota Share”) between Maiden Reinsurance and AmTrust’s wholly owned subsidiary, AmTrust International Insurance, Ltd. (“AII”) and the European hospital liability quota share reinsurance contract ("European Hospital Liability Quota Share") with AmTrust’s wholly owned subsidiaries, AEL and AIU DAC, both of which are in run-off since January 1, 2019, as discussed in Note 10. Related Party Transactions of the Notes to Condensed Consolidated Financial Statements included in Part I Item 1."Financial Information". In addition, the Company has a retroactive reinsurance agreement and a commutation agreement that further reduce its exposure and limit the potential volatility related to AmTrust liabilities, as discussed in Note 8. Reinsurance of the Notes to Condensed Consolidated Financial Statements included in Part I Item 1."Financial Information".
Previous wording
Diversified Reinsurance legacy business comprises a run-off portfolio of predominantly property and casualty reinsurance business focusing on regional and specialty property and casualty insurance companies located primarily in Europe, as well as transactions entered into by Genesis Legacy Solutions ("GLS") as described in Note 1. Basis of Presentation under Legacy Reinsurance Operations.
Current wording
Diversified Reinsurance legacy business comprises a run-off portfolio of predominantly property and casualty reinsurance business focusing on regional and specialty property and casualty insurance companies located primarily in Europe, as well as transactions previously entered into by Genesis Legacy Solutions ("GLS") as described in Note 1. Basis of Presentation under Legacy Reinsurance Operations.
Previous wording
The Company does not presently underwrite prospective reinsurance risks but may consider selectively deploying underwriting capacity to optimize shareholder returns in support of the Company's Program Services operations.
Current wording
The Company does not presently underwrite prospective reinsurance risks, though it may selectively deploy underwriting capacity in the future to optimize shareholder returns in support of its Program Services operations, as further discussed under"Business Strategy" below.
Previous wording
Our strategic focus centers on growing the fee income component of our Program Services business, which will increase our earnings before interest, taxes, depreciation and amortization ("EBITDA") while effectively managing the continuing run- off of the legacy Maiden alternative asset and reinsurance portfolios. Our focus on growing our fee business may consider selectively deploying underwriting capacity to optimize shareholder returns in support of this business.
Current wording
Our strategic focus centers on growing the fee income component of our Program Services business, which will increase our earnings before interest, taxes, depreciation and amortization ("EBITDA") while effectively managing the continuing run-off of the legacy Maiden alternative asset and reinsurance portfolios. This growth strategy may, from time to time, involve selectively deploying underwriting capacity to optimize shareholder returns in support of the business.
Previous wording
We continue to actively pursue with our existing partners reinsurance mechanisms that would selectively deploy the Company’s underwriting capacity and facilitate and accelerate the growth of our Program Services segment.
Current wording
We continue to pursue reinsurance mechanisms with our existing partners that would selectively deploy the Company's underwriting capacity to facilitate and accelerate the growth of our Program Services segment.
Previous wording
We believe this will create the greatest risk-adjusted shareholder returns in order to increase EBITDA and book value for our common shareholders, both near and long-term. Our assessment is that these areas of strategic focus would enhance our profitability through increased returns, which would also increase the likelihood of fully utilizing the significant net operating loss ("NOL") carryforwards, as described further below, which would increase both GAAP book value and create additional common shareholder value. The recognition of the deferred tax asset on our Condensed Consolidated Balance Sheet remains a leading priority for the Company to increase its GAAP book value.
Current wording
We believe this strategy will generate the greatest risk-adjusted shareholder returns and increase EBITDA and book value for our common shareholders over both the near and long term. We expect these areas of strategic focus to enhance our profitability, which would in turn increase the likelihood of fully utilizing our significant net operating loss ("NOL") carryforwards, as described further below, and thereby increase both GAAP book value and shareholder value. Recognition of the related deferred tax asset on our Condensed Consolidated Balance Sheet remains a leading priority for the Company.
Previous wording
As a result of the Combination, as of March 31, 2026, we hold $221.0 million in alternative investments which include equity securities, equity method investments and other investments in a wide variety of asset classes. Please refer to the "Liquidity and Capital Resources" section on "Other Investments, Equity Method Investments and Equity Investments" for further information on these alternative asset classes and a detailed discussion of their investment returns. Recent developments and trends in financial markets, particularly as regards private assets, indicate that it may take longer than expected to achieve those returns and we have factored that into future capital allocation decisions.
Current wording
As a result of the Combination, we held $218.4 million in alternative investmentsas of June 30, 2026, including equity securities, equity method investments and other investments across a wide variety of asset classes. See "Liquidity and Capital Resources - Other Investments, Equity Method Investments and Equity Investments" for further information on these asset classes, including a detailed discussion of their investment returns. Recent developments and trends in financial markets, particularly with respect to private assets, indicate that it may take longer than expected to achieve those returns and we have factored that into future capital allocation decisions.
Previous wording
Prior to the Combination, Maiden had determined that this asset management strategy did not serve its longer-term strategic goals, which had shifted to a focus on developing or acquiring fee income oriented insurance operations and had ceased making commitments to these alternative asset classes and had begun to dispose of these investments. Subsequent to the Combination, we have continued to pursue this objective and seek to find appropriate opportunities to dispose of these assets and believe this is a high priority in support of focusing our efforts on growing our Program Services business.
Current wording
Prior to the Combination, Maiden had determined that its asset management strategy did not serve its longer-term strategic goals, which had shifted toward developing or acquiring fee income oriented insurance operations. Maiden ceased making commitments to these alternative asset classes and began disposing of these investments. Following the Combination, we have continued to pursue this objective and are seeking appropriate opportunities to dispose of these assets, which we believe is a high priority in support of growing our Program Services business.
Previous wording
Accordingly, we expect our alternative investment portfolio to be reduced in future periods as we believe it is critical to reposition our balance sheet and increase our liquidity in support of the current initiatives being pursued. We have not made, and do not expect to make any such new commitments to alternative investments at this time.
Current wording
Accordingly, we expect our alternative investment portfolio to continue to decrease in future periods, as we believe repositioning our balance sheet and increasing our liquidity is critical in support of our current initiatives. We have not made, and do not expect to make, any new commitments to alternative investments at this time.
Previous wording
While we believe that the Combination will increase the likelihood of achieving our stated objectives, there can be no assurance that the run-off of its insurance liabilities will run-off at levels that will allow us to achieve those goals. As a result, we continue to pursue finality solutions to resolve the AmTrust liabilities not covered by the LPT/ADC Agreement, including through third-parties. There can be no guarantee that we will execute such finality solutions and these solutions could involve significant charges to execute and we are actively evaluating the potential costs and benefits of such solutions, to the extent they are available to the Company.
Current wording
While we believe that the Combination will increase the likelihood of achieving our stated objectives, there can be no assurance that our insurance liabilities will run-off at levels that will allow us to achieve those goals. As a result, we continue to pursue finality solutions to resolve the AmTrust liabilities not covered by the LPT/ADC Agreement, including through third-parties. There is no guarantee that we will execute such finality solutions and they could involve significant charges to execute. We are actively evaluating the potential costs and benefits of such solutions, to the extent they become available to the Company.
Previous wording
We believe the Combination and our ability to increase EBITDA will create opportunities to utilize Maiden's NOL carryforwards that totaled $466.7 million at March 31, 2026. Approximately $387.6 million of NOL carryforwards expire in various years beginning in 2029. As of March 31, 2026,$79.1 million or 16.9% of the Company's NOL carryforwards have no expiry date under the relevant U.S. tax law. The NOL carryforwards combined with additional net deferred tax assets ("DTA") primarily related to Maiden's insurance liabilities result in net U.S. DTA (before valuation allowance) of$138.7 million or $17.73 per common share at March 31, 2026.
Current wording
We believe the Combination and our ability to increase EBITDA will create opportunities to utilize the Company's NOL carryforwards that totaled $471.6 million at June 30, 2026. Approximately $383.4 million of NOL carryforwards expire in various years beginning in 2029. As of June 30, 2026,$88.2 million or 18.7% of the Company's NOL carryforwards have no expiry date under the relevant U.S. tax law.
Previous wording
Maiden's net U.S. DTA of $138.7 million is not presently recognized on the Company's Condensed Consolidated Balance Sheets as a full valuation allowance is carried against it. Additionally, Kestrel's DTA of $11.0 million, which relates to tax basis intangibles, is not presently recognized on the Company's Condensed Consolidated Balance Sheets as a full valuation allowance is carried against it. At this time, the Company believes it is necessary to maintain a full valuation allowance against both net DTA balances as more evidence is needed regarding the utilization of these losses. As circumstances further develop, we will continuously evaluate the amount of the valuation allowance held against the net DTA.
Current wording
Maiden's net U.S. DTA of $139.9 million is not presently recognized on the Company's Condensed Consolidated Balance Sheets as a full valuation allowance is carried against it. Additionally, Kestrel's DTA of $11.0 million, which relates to tax basis intangibles, is not presently recognized on the Company's Condensed Consolidated Balance Sheets as a full valuation allowance is carried against it. At this time, the Company believes it is necessary to maintain a full valuation allowance against both net DTA balances as more evidence is needed regarding the utilization of these losses. As circumstances further develop, we will continuously evaluate the amount of the valuation allowance held against the net DTA.
Previous wording
For further details on the NOL carryforwards, please see Note 13. Income Taxes included under Part 1 Item 1 "Financial Information" of the Quarterly Report on Form 10–Q for the three months ended March 31, 2026.
Current wording
For further details on the NOL carryforwards, please see Note 13. Income Taxes included under Part 1 Item 1 "Financial Information" of the Quarterly Report on Form 10–Q for the six months ended June 30, 2026.
Previous wording
Three Months Ended March 31, 2026 and 2025 Financial Highlights
Current wording
Three and Six Months Ended June 30, 2026 and 2025 Financial Highlights
Previous wording
(3)Underwriting and fee income or loss is a non-GAAP measure and is calculated as net premiums earned plus fee revenue less net loss and LAE, commission and other acquisition expenses and general and administrative expenses directly related to underwriting activities. See "Key Financial Measures" for additional information.
Current wording
(3)Underwriting income (loss) and fee income (loss) is a non-GAAP measure and is calculated as net premiums earned plus fee revenue less net loss and LAE, commission and other acquisition expenses and general and administrative expenses directly related to underwriting activities. See "Key Financial Measures" for additional information.
Previous wording
(7)Diluted book value per common share is calculated by dividing shareholders' equity, adjusted for assumed proceeds from the exercise of dilutive options, by the number of outstanding common shares plus dilutive options and restricted shares (assuming exercise of all dilutive share based awards). See "Key Financial Measures" for additional information.
Current wording
(7)Diluted book value per common share is calculated by dividing shareholders' equity, adjusted for assumed proceeds from the exercise of dilutive options, by the number of outstanding common shares plus dilutive options, restricted shares and performance based shares (assuming exercise of all dilutive share based awards). See "Key Financial Measures" for additional information.
Previous wording
In addition to our key financial measures presented in accordance with GAAP in the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations and Comprehensive Loss, management uses certain non-GAAP financial measures to evaluate the Company's financial performance and the overall growth in value generated for the Company’s common shareholders. Management believes that these measures, which may be defined differently by other companies, explain the Company’s results to investors in a manner that allows for a more complete understanding of the underlying trends in the Company’s business. The non-GAAP measures should not be viewed as a substitute for those determined in accordance with U.S. GAAP. The calculation of these key financial measures including the reconciliation of non-GAAP measures to the nearest GAAP measure and relevant discussions are found within Item 2 - "Management's Discussion and Analysis of Financial Condition - Results of Operations and Non-GAAP Measures"and are summarized as follows:
Current wording
In addition to our key financial measures presented in accordance with GAAP in the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations and Comprehensive (loss) income, management uses certain non-GAAP financial measures to evaluate the Company's financial performance and the overall growth in value generated for the Company’s common shareholders. Management believes that these measures, which may be defined differently by other companies, explain the Company’s results to investors in a manner that allows for a more complete understanding of the underlying trends in the Company’s business. The non-GAAP measures should not be viewed as a substitute for those determined in accordance with U.S. GAAP. The calculation of these key financial measures including the reconciliation of non-GAAP measures to the nearest GAAP measure and relevant discussions are found within Item 2 - "Management's Discussion and Analysis of Financial Condition - Results of Operations and Non-GAAP Measures"and are summarized as follows:
Previous wording
Non-GAAP operating earnings (loss) is an internal performance measure used by management as these measures focus on the underlying fundamentals of the Company's operations by excluding, on a recurring basis: (1) net realized and unrealized investment gains (losses); (2) foreign exchange and other gains (losses); (3) interest in income (loss) of equity method investments; and (4) amortization of intangible assets. It also excludes on a non-recurring basis: (1) loss from discontinued operations, net of income tax and; (2) restructuring and severance costs; and (3) costs incurred due to the Combination on May 27, 2025. We excluded net realized and unrealized investment gains (losses), interest in income (loss) of equity method investments and foreign exchange and other gains (losses) as we believe these are influenced by market opportunities and other factors. We do not believe amortization of intangible assets, the net loss from our discontinued operations; restructuring and severance costs; and costs incurred due to the Combination on May 27, 2025 are representative of our ongoing and future business. We believe all of these amounts are substantially independent of our business and any potential future underwriting process, therefore their inclusion would distort the analysis of underlying trends in our operations.
Current wording
Non-GAAP operating earnings (loss) is an internal performance measure used by management as these measures focus on the underlying fundamentals of the Company's operations by excluding, on a recurring basis: (1) net realized and unrealized investment gains (losses); (2) foreign exchange and other gains (losses); (3) interest in income (loss) of equity method investments; and (4) amortization of intangible assets. It also excludes on a non-recurring basis: (1) the bargain purchase gain resulting from the Combination on May 27, 2025, (2) the change in fair value of the earn out liability; (3) litigation costs from GLS related arbitration; (4) restructuring and severance costs; and (5) costs incurred due to the Combination on May 27, 2025.
Previous wording
Non-GAAP operating earnings (loss) is an internal performance measure used by management as these measures focus on the underlying fundamentals of the Company's operations by excluding, on a recurring basis: (1) net realized and unrealized investment gains (losses); (2) foreign exchange and other gains (losses); (3) interest in income (loss) of equity method investments; and (4) amortization of intangible assets. It also excludes on a non-recurring basis: (1) loss from discontinued operations, net of income tax and; (2) restructuring and severance costs; and (3) costs incurred due to the Combination on May 27, 2025. We excluded net realized investment gains (losses), interest in income (loss) of equity method investments and foreign exchange and other gains (losses) as we believe these are influenced by market opportunities and other factors. We do not believe amortization of intangible assets, the net loss from our discontinued operations; restructuring and severance costs; and costs incurred due to the Combination on May 27, 2025 are representative of our ongoing and future business. We believe all of these amounts are substantially independent of our business and any potential future underwriting process, therefore their inclusion would distort the analysis of underlying trends in our operations.
Current wording
We excluded net realized investment gains (losses), interest in income (loss) of equity method investments and foreign exchange and other gains (losses) as we believe these are influenced by market opportunities and other factors. We do not believe amortization of intangible assets, the bargain purchase gain on the Combination, the change in fair value of the earn out liability, litigation costs from GLS related arbitration; restructuring and severance costs; and costs incurred due to the Combination on May 27, 2025 are representative of our ongoing and future business. We believe all of these amounts are substantially independent of our business and any potential future underwriting process, therefore their inclusion would distort the analysis of underlying trends in our operations.
Previous wording
Underwriting loss and fee income is a non-GAAP measure and is calculated as net premiums earned plus fee revenue less net loss and LAE, commission and other acquisition expenses and general and administrative expenses directly related to underwriting activities. For purposes of these non-GAAP operating measures, the fee-generating business which is included in our Program Services segment, is considered part of the underwriting operations of the Company. Management believes that this measure is important in evaluating the underwriting performance of the Company and its segments. This measure is also a useful tool to measure the profitability of the Company separately from the investment results and is also a widely used performance indicator in the insurance industry. A reconciliation of the Company's underwriting results can be found in the Condensed Consolidated Financial Statements in the "Notes to Condensed Consolidated Financial Statements (unaudited) Note 3. Segment Information" under Item 1. "Financial Statements" of this Quarterly Report on Form 10-Q.
Current wording
Underwriting income and fee income is a non-GAAP measure and is calculated as net premiums earned plus fee revenue less net loss and LAE, commission and other acquisition expenses and general and administrative expenses directly related to underwriting activities. For purposes of these non-GAAP operating measures, the fee-generating business which is included in our Program Services segment, is considered part of the underwriting operations of the Company. Management believes that this measure is important in evaluating the underwriting performance of the Company and its segments. This measure is also a useful tool to measure the profitability of the Company separately from the investment results and is also a widely used performance indicator in the insurance industry. A reconciliation of the Company's underwriting results can be found in the Condensed Consolidated Financial Statements in the "Notes to Condensed Consolidated Financial Statements (unaudited) Note 3. Segment Information" under Item 1. "Financial Statements" of this Quarterly Report on Form 10-Q.
Previous wording
The Company does not present certain non-GAAP measures such as combined ratio and its related components in this Quarterly Report on Form 10-Q for the three months ended March 31, 2026, as it believes that as the run-off of our reinsurance portfolios progresses, such ratios are increasingly not meaningful and of little value to readers as they evaluate the financial results of the Company. While an important metric of success, underwriting and fee income does not reflect all components of profitability, as it does not recognize the impact of investment income earned on premiums between the time premiums are received and the time loss payments are ultimately paid to clients. Because we do not manage our cash and investments by segment, investment income and interest expense are not allocated to the reportable segments. Certain general and administrative expenses are generally allocated to segments based on actual costs incurred.
Current wording
The Company does not present certain non-GAAP measures such as combined ratio and its related components in this Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026, as it believes that as the run-off of our reinsurance portfolios progresses, such ratios are increasingly not meaningful and of little value to readers as they evaluate the financial results of the Company. While an important metric of success, underwriting and fee income does not reflect all components of profitability, as it does not recognize the impact of investment income earned on premiums between the time premiums are received and the time loss payments are ultimately paid to clients. Because we do not manage our cash and investments by segment, investment income and interest expense are not allocated to the reportable segments. Certain general and administrative expenses are generally allocated to segments based on actual costs incurred.
Previous wording
The critical accounting policies and estimates should also be read in conjunction with Notes to Consolidated Financial Statements: Note 2. Significant Accounting Policies included under Part II, Item 8"Financial Statements and Supplementary Data" of our Annual Report Form 10-K filed on March 13, 2026 for a full understanding of the Company’s accounting policies. There have been no changes during the three months ended March 31, 2026 to those critical accounting policies and estimates disclosed in our Annual Report.
Current wording
The critical accounting policies and estimates should also be read in conjunction with Notes to Consolidated Financial Statements: Note 2. Significant Accounting Policies included under Part II, Item 8"Financial Statements and Supplementary Data" of our Annual Report Form 10-K filed on March 13, 2026 for a full understanding of the Company’s accounting policies. There have been no changes during the three and six months ended June 30, 2026 to those critical accounting policies and estimates disclosed in our Annual Report.
Previous wording
(1)Underwriting loss and fee income related general and administrative expenses is a non-GAAP measure. Please refer to"General and Administrative Expenses"below for additional information related to these corporate expenses and the reconciliation to those presented in our unaudited Condensed Consolidated Statements of Operations.
Current wording
(1)Underwriting and fee income (loss) related general and administrative expenses is a non-GAAP measure. Please refer to"General and Administrative Expenses"below for additional information related to these corporate expenses and the reconciliation to those presented in our unaudited Condensed Consolidated Statements of Operations.
Previous wording
•The Legacy Reinsurance segment underwriting loss of $3.3 million for the three months ended March 31, 2026 largely due to:
Current wording
•The Legacy Reinsurance segment underwriting loss of $1.3 million for the three months ended June 30, 2026 compared to underwriting income of $5.8 million for the same respective period in 2025 largely due to:
Previous wording
•The underwriting loss includes amortization of $0.8 million for the fair value adjustment on the discount on acquired net loss reserves due to the Combination which is recurring and amortized over the remaining claims settlement period.
Current wording
•Higher amortization of $0.8 million related to the fair value adjustment on intangible assets acquired in the Combination, compared to $0.4 million for the same period in 2025. This amortization is recurring and is recognized over the remaining claims settlement period; partly offset by:
Previous wording
•realized and unrealized investment gains of $1.3 million for the three months ended March 31, 2026 compared to net investment losses of $0.0 million for the same respective period in 2025; and
Current wording
•net realized and unrealized investment losses of $3.0 million for the three months ended June 30, 2026 compared to net realized and unrealized investment gains of $1.1 million for the same period in 2025; partly offset by:
Previous wording
•corporate general and administrative expenses increased to $7.5 million for the three months ended March 31, 2026 compared to $0.6 million for the same period in 2025 largely due to the inclusion of Maiden operating costs; and
Current wording
•Corporate general and administrative expenses increased to $6.8 million for the three months ended June 30, 2026 compared to $2.6 million for the same period in 2025.
Previous wording
•Program Services segment produced net fee income of $1.6 million for the three months ended March 31, 2026 compared to net fee income of $0.2 million for the same respective period in 2025. Fee revenue increased to $3.1 million for the three months ended March 31, 2026 compared to $0.8 million for the same period in 2025 derived from fees from both new and existing client programs.
Current wording
•Fee revenue increased to $3.7 million for the three months ended June 30, 2026 compared to $0.5 million for the same period in 2025 derived from fees from both new and existing client programs.
Previous wording
•foreign exchange and other gains of $2.2 million for the three months ended March 31, 2026, compared to foreign exchange and other losses of $0.0 million for the same period in 2025, primarily due to appreciation of the U.S dollar on the re-measurement of net loss reserves and insurance related liabilities denominated in the British pound and euro.
Current wording
•Foreign exchange and other gains of $2.3 million for the three months ended June 30, 2026, including $0.4 million of foreign exchange gains due to appreciation of the U.S dollar on the re-measurement of net loss reserves and insurance related liabilities denominated in euro along with revaluation gains of $1.8 million on other assets, compared to foreign exchange losses of $5.1 million for the same period in 2025.
Previous wording
•combined income from investment activities totaled $3.9 million for the three months ended March 31, 2026 compared to $0.0 million for the same period in 2025 primarily due to the following:
Current wording
•Combined income from investment activities of $3.4 million for the six months ended June 30, 2026 compared to $2.6 million for the same period in 2025 primarily due to:
Previous wording
•net investment income increased to $2.6 million for the three months ended March 31, 2026 compared to $34.0 thousand that was earned for the same respective period in 2025;
Current wording
•Net investment income of $5.1 million for the six months ended June 30, 2026 compared to $1.6 million that was earned for the same period in 2025; partly offset by
Previous wording
Net premiums written by our reportable segment, reconciled to the total consolidated net premiums written for the three months ended March 31, 2026 and 2025 are detailed below:
Current wording
Net premiums written for our Legacy Reinsurance reportable segment, reconciled to the total consolidated net premiums written for the three and six months ended June 30, 2026 and 2025 are detailed below:
Showing the first 40 of 141 pairs. Open the source sections for the rest.
Rearranged current paragraphs (13)
Current report — wording carried from elsewhere
The NOL carryforwards combined with additional net deferred tax assets ("DTA") primarily related to Maiden's insurance liabilities result in net U.S. DTA (before valuation allowance) of$139.9 million or $17.88 per common share at June 30, 2026.
Current report — wording carried from elsewhere
As a result of the Combination on May 27, 2025, the Company acquired Maiden's legacy operations, which includes significant underwriting and investment activities, along with operating expenses and interest expense associated with Maiden's senior notes outstanding. Maiden's results for the three and six months ended June 30, 2025 only include operations subsequent to May 27, 2025 therefore the year-over-year comparisons are generally not directly comparable.
Current report — wording carried from elsewhere
The following table sets forth our selected unaudited Condensed Consolidated Statement of Operations data for the three and six months ended June 30, 2026 and 2025:
Current report — wording carried from elsewhere
•Program Services segment produced net fee income of $2.4 million for the three months ended June 30, 2026 compared to a net loss of $0.2 million for the same period in 2025.
Current report — wording carried from elsewhere
Foreign Exchange and Other Gains (Losses)
Current report — wording carried from elsewhere
Further, while we are no longer making new alternative asset commitments, Maiden's historical asset management strategy which was part of the Combination can be impacted by both investment specific and broader financial market conditions and may not produce the expected liquidity and cash flows these investments are designed to achieve, and the timing of those cash flows may likewise be affected.
Current report — wording carried from elsewhere
At June 30, 2026 and December 31, 2025, 100.0% of non-U.S. dollar denominated securities were invested in euro denominated bonds. At June 30, 2026, the non-U.S. government issuers all have a rating of A or higher by Fitch Ratings.
Current report — wording carried from elsewhere
Fixed income investments include AFS securities, cash, restricted cash, funds withheld receivable, and net loan receivable from related party.
Current report — wording carried from elsewhere
The following table details total investment returns for alternative investments by asset class for the six months ended June 30, 2025:
Current report — wording carried from elsewhere
Accrued expenses and other liabilities increased by $8.7 million or 16.6% for the six months ended June 30, 2026 primarily due to the increase in the underwriting-related derivative liability, along with an increase in reinsurance losses payable under the legacy AmTrust reinsurance agreements.
Current report — wording carried from elsewhere
We believe the Combination and our ability to increase pre-tax income will create opportunities to utilize the Company's total NOL carryforwards of $471.6 million at June 30, 2026. Approximately $383.4 million of these NOL carryforwards expire in various years beginning in 2029.
Current report — wording carried from elsewhere
At June 30, 2026, Kestrel LLC had NOL carryforwards of $9.1 million with no expiry date. Additionally, Kestrel LLC has net DTA of $11.0 million or $1.40 per common shareat June 30, 2026, which mainly relates to tax basis intangibles and not presently recognized on our Condensed Consolidated Balance Sheet as a full valuation allowance is carried against it.
Current report — wording carried from elsewhere
Book value and diluted book value per common share at June 30, 2026 and December 31, 2025 were as follows:
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
(2)Underwriting loss and fee income is a non-GAAP measure and is calculated as net premiums earned plus fee revenue less net loss and LAE, commission and other acquisition expenses and general and administrative expenses directly related to underwriting activities.
Previous report — wording carried elsewhere
At March 31, 2026 and December 31, 2025, restricted cash and cash equivalents and fixed maturity investments used as collateral were $159.5 million and $163.9 million, respectively. This collateral represents 88.3% and 86.4% of the fair value of total fixed maturity investments, cash, restricted cash and cash equivalents at March 31, 2026 and December 31, 2025, respectively.
Previous report — wording carried elsewhere
The voting power of Maiden Reinsurance, with respect to its common shares, is no longer capped at 9.5% pursuant to a change in Maiden's bye-laws whereby Maiden's shareholders gave approval to remove the voting limitation on all shareholders at a Special Meeting that was held on April 29, 2025.
Previous report — wording carried elsewhere
Non-GAAP operating earnings (loss) and non-GAAP diluted operating earnings (loss) per common share: Management believes that the use of non-GAAP operating earnings and non-GAAP diluted operating earnings per common share enables investors and other users of the Company’s financial information to analyze its performance in a manner similar to how management analyzes performance. Management also believes that these measures generally follow industry practice therefore allowing the users of financial information to compare the Company’s performance with its industry peer group, and that the equity analysts and certain rating agencies which follow the Company, and the insurance industry as a whole, generally exclude these items from their analyses for the same reasons. Non-GAAP operating earnings should not be viewed as a substitute for U.S. GAAP net income.
Previous report — wording carried elsewhere
Inflation may also result in increased wage pressures for our operating expenses, as we remain focused on being a competitive employer in our market. Continuing inflation and tight labor conditions could have a material impact on our net operating results.