Kestrel Group Ltd
For the period ended Sep 30, 2026. Filed Nov 6, 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.
Sep 30, 2026 · Filed Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-06.
0001628280-26-071710
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 321 previous paragraphs and 349 current paragraphs.
138 unchanged; 142 reworded; 57 added; 36 removed; 5 previous and 12 current paragraphs rearranged.
Tables are not compared: 42 previous and 48 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 (57)
Current report
(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 allocated corporate expenses directly related or allocated to underwriting activities.
Current report
Net loss for the three months ended September 30, 2026 was $16.4 million compared to a net loss of $5.1 million for the same respective period in 2025. Higher pre-tax income from Program Services and a lower underwriting loss in Legacy Reinsurance in the three months ended September 30, 2026 were more than offset by lower investment results, higher operating expenses and a reduction in foreign exchange and other gains during the period.
Current report
The decrease in our financial results for the third quarter of 2026 compared to the third quarter of 2025 was driven by:
Current report
•net investment income decreased to $2.3 million for the three months ended September 30, 2026 compared to $3.6 million , as the Company’s fixed income portfolio continued to decline with the run-off of its reinsurance obligations.
Current report
•Corporate operating expenses increased to $8.0 million for the three months ended September 30, 2026 compared to $7.4 million for the same period in 2025.
Current report
•Foreign exchange and other gains were $0.7 million for the three months ended September 30, 2026, compared to $2.8 million for the same period in 2025. In both periods, the gains primarily resulted from U.S. dollar appreciation on the remeasurement of net loss reserves and insurance-related liabilities denominated in non-USD currencies.
Current report
•The fair value of the earn out liability decreased by $2.7 million for the three months ended September 30, 2025 based upon estimates of the performance of the Program Services business through September 30, 2025. There was no such change for the three months ended September 30, 2026.
Current report
These unfavorable results were partly offset by the following favorable factors:
Current report
•Program Services segment produced pre-tax income of $2.9 million for the three months ended September 30, 2026 compared to $1.0 million for the same period in 2025.
Current report
•Fee revenue was $4.1 million compared to $1.6 million, reflecting higher premium produced and subsequently fees by both new and existing client programs.
Current report
•Lower net adverse prior year loss development ("PPD") of $3.7 million compared to $6.6 million, partially offset by;
Current report
•A higher current accident year underwriting loss of $2.7 million compared to $2.4 million; and
Current report
Results for the nine months ended September 30, 2026
Current report
•Higher adverse PPD of $5.9 million compared to favorable PPD of $1.2 million;
Current report
•A higher current accident year underwriting loss of $5.6 million compared to $3.9 million; and
Current report
•Net unrealized investment losses of $5.4 million compared to net unrealized investment gains of $5.2 million for the same period in 2025, reflecting fair value adjustments on certain alternative and real estate assets.
Current report
•Corporate expenses increased to $22.3 million compared to $11.0 million, primarily driven by higher incentive compensation costs and professional fees; and
Current report
•Total interest and amortization expenses incurred for the nine months ended September 30, 2026 were $12.3 million compared to $5.6 million for the nine months ended September 30, 2025 due to the Combination which occurred on May 27, 2025.
Current report
•Program Services segment produced pre-tax income of $6.9 million for the nine months ended September 30, 2026 compared to $1.0 million for the same period in 2025:
Current report
•Foreign exchange and other gains of $5.2 million for the nine months ended September 30, 2026, compared to foreign exchange losses of $2.3 million for the same period in 2025.
Current report
•2026 gains consisted primarily of $2.9 million of net foreign exchange gains and $2.0 million of revaluation gains on a contingent receivable included in other assets. The foreign exchange gains resulted from U.S. dollar appreciation on the remeasurement of net loss reserves and insurance-related liabilities denominated in non-USD currencies.
Current report
•2025 losses resulted primarily from significant U.S. dollar depreciation on the remeasurement of the same items.
Current report
Net investment income for the three and nine months ended September 30, 2026 decreased by $1.2 million and increased by $2.2 million, respectively, compared to the same respective periods in 2025. Annualized average book yields decreased to 3.5% and 3.3% for the three and nine months ended September 30, 2026, respectively, compared to 3.7% and 3.5% for the same respective periods in 2025.
Current report
Net loss and LAE incurred for the three and nine months ended September 30, 2026 were $5.9 million and $9.7 million, respectively, compared to $10.4 million and $4.4 million for the same periods in 2025.
Current report
General and administrative expenses include corporate G&A expenses and allocated segment G&A expenses segregated by segment for analytical purposes as a component of underwriting income. The Company allocates a portion of centralized corporate expenses to its reportable segments based on performance metrics evaluated by the CODM. These are presented separately in the segment tables in Note 3. Segment Information included under Part 1. Item.1 Financial Information.
Current report
General and administrative expenses for the three and nine months ended September 30, 2026 and 2025 were comprised of:
Current report
Corporate G&A expenses for the three and nine months ended September 30, 2026 and 2025 were comprised of:
Current report
Share-based compensation expense increased for the three and nine months ended September 30, 2026, respectively, due to a cumulative catch-up adjustment of $0.6 million and $0.9 million resulting from an upward revision in the estimated probability of achieving performance goals (EBITDA targets for our Program Services segment) for certain outstanding performance share awards. Please refer to the "Notes to Condensed Consolidated Financial Statements (unaudited) Note 6. Shareholders' Equity" for details on the performance share awards.
Current report
The Company is carrying out broad-based initiatives to reduce its operating cost structure within the next twelve months. Actions completed to date include:
Current report
•significantly reducing costs associated with a broad range of professional and advisory services;
Current report
•outsourcing a substantial portion of the Company’s information technology infrastructure and support functions, completed early in the fourth quarter of 2026; and
Current report
•streamlining certain internal functions, including related headcount reductions and the selective use of third-party service providers.
Current report
The Company continues to evaluate and implement a range of other measures and may incur additional employee separation and other non-recurring charges as these initiatives are completed.
Current report
The fair value of the earn-out liability did not change for the three months ended September 30, 2026, compared to a $2.7 million decrease for the three months ended September 30, 2025, which reflected updated estimates of the performance of the Program Services business through September 30, 2025.
Current report
Net foreign exchange and other gains of $0.7 million and gains of $5.2 million were realized for the three and nine months ended September 30, 2026, respectively, compared to net foreign exchange gains of $2.8 million and foreign exchange losses of $2.3 million for the same respective periods in 2025.
Current report
For the three months ended September 30, 2025, net foreign exchange gains of $2.8 million resulted from U.S. dollar appreciation on the remeasurement of net loss reserves and insurance related liabilities denominated in non-USD currencies. For the nine months ended September 30, 2025, net foreign exchange losses of $2.3 million resulted from significant U.S. dollar depreciation on remeasurement of net loss reserves and insurance related liabilities denominated in non-USD currencies.
Current report
Diversified Reinsurance Legacy Business: The underwriting results for Diversified Reinsurance legacy business for the three and nine months ended September 30, 2026 and 2025 were as follows:
Current report
Net Loss and LAE — Net loss and LAE incurred for the three and nine months ended September 30, 2026 were $5.1 million and $4.5 million compared to $1.5 million and $2.3 million for the three and nine months ended September 30, 2025.
Current report
Net adverse PPD for the three and nine months ended September 30, 2026 resulted from a reduction in inuring excess of loss reinsurance for German Auto claims resulting from inflation indexation adjustments pursuant to the terms of the contract in International business as well as the settlement of certain GLS claims during the third quarter.
Current report
Segment G&A expenses — Segment G&A expenses for Diversified Reinsurance Legacy Business in the three and nine months ended September 30, 2026 were $1.4 million and $4.4 million, respectively, compared with $2.4 million and $3.7 million for the same respective periods in 2025.
Showing the first 40 of 57 passages. Open the source sections for the rest.
Removed paragraphs (36)
Previous 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:
Previous 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.
Previous 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.
Previous 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.
Previous report
•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 report
•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.
Previous report
•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 report
•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 report
Results for the six months ended June 30, 2026
Previous 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
Previous 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
Previous 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.
Previous 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:
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous report
General and administrative expenses for the three and six months ended June 30, 2026 and 2025 were comprised of:
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous report
Diversified Reinsurance Legacy Business: The underwriting results for Diversified Reinsurance legacy business for the three and six months ended June 30, 2026 and 2025 were as follows:
Previous report
Net Loss and LAE — Net loss and LAE for the three and six months ended June 30, 2026 improved underwriting results by $0.4 million and $0.7 million due to net favorable PPD of $0.4 million and $0.6 million mainly from favorable run-off on loss development in our International business. This compared to $0.8 million of losses incurred for the three and six months ended June 30, 2025 which included net adverse PPD of $0.1 million primarily driven by adverse development in GLS business.
Previous report
General and Administrative Expenses — General and administrative expenses incurred in the three and six months ended June 30, 2026 were $1.2 million and $3.0 million, respectively, compared with $1.7 million for the same periods in 2025.
Previous report
For the three months ended June 30, 2026, we recognized net non-recurring income of $0.1 million, consisting of $0.7 million of restructuring and severance costs, offset by a $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 $0.6 million for the three months ended June 30, 2025, consisting primarily of severance costs.
Previous report
For the six months ended June 30, 2026, we recognized net non-recurring expense of $0.1 million, consisting of $1.0 million of restructuring and severance costs, offset by $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 $0.6 million for the six months ended June 30, 2025, consisting primarily of severance costs.
Previous report
Excluding these non-recurring items, total general and administrative expenses were $1.3 million and $2.9 million for the three and six months ended June 30, 2026, respectively, compared to $1.1 million for the same periods in 2025.
Previous report
The recurring general and administrative segment expenses associated with IIS run-off business were $0.4 million and $1.2 million for the three and six months ended June 30, 2026, respectively, compared to $0.4 million for the same periods in 2025.
Previous report
AmTrust Reinsurance Legacy Business: The underwriting results for AmTrust Reinsurance Legacy business for the three and six months ended June 30, 2026 and 2025 were as follows:
Previous report
At June 30, 2026, the Company's reinsurance receivables increased by $4.9 million, as the Company recorded $5.3 million under reinsurance balances receivable as a result of the GLS Arbitration Final Award. An offsetting amount was also accrued in the Company’s underwriting-related derivative liability under accrued expenses and other liabilities related to this transaction. Please see Note 11. Commitments and Contingencies for further information.
Previous report
Off-Balance Sheet Arrangements
Previous report
At June 30, 2026, we did not have any off-balance sheet arrangements as defined by Item 303(a) (4) of Regulation S-K.
Reworded paragraphs (142)
Previous 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.
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 nine months ended September 30, 2025 only include operations subsequent to May 27, 2025 therefore the year-over-year comparisons are generally not directly comparable.
Previous 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").
Current wording
As of September 30, 2026, Maiden Reinsurance Ltd. ("Maiden Reinsurance") owned 20.4% 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 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.
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 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
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.
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. Utilization of our NOLs that could lead to 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, 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.
Current wording
As a result of the Combination, we held $215.4 million in alternative investmentsas of September 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
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.
Current wording
We believe the Combination and our ability to increase EBITDA will create opportunities to utilize the Company's NOL carryforwards that totaled $477.8 million at September 30, 2026. Approximately $390.2 million of NOL carryforwards expire in various years beginning in 2029. As of September 30, 2026,$87.6 million or 18.3% of the Company's NOL carryforwards have no expiry date under the relevant U.S. tax law.
Previous wording
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 wording
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$143.0 million or $18.19 per common share at September 30, 2026.
Previous 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.
Current wording
Maiden's net U.S. DTA of $143.0 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 $11.2 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 six months ended June 30, 2026.
Current wording
For further details on the NOL carryforwards, please see Note 13. Income Taxes included under Part I Item 1 "Financial Information" of the Quarterly Report on Form 10–Q for the nine months ended September 30, 2026.
Previous wording
Three and Six Months Ended June 30, 2026 and 2025 Financial Highlights
Current wording
Three and Nine Months Ended September 30, 2026 and 2025 Financial Highlights
Previous wording
(1)Non-GAAP operating earnings (loss), non-GAAP operating earnings (loss) per common share, and annualized non-GAAP operating return on average common shareholders' equity are non-GAAP financial measures. See "Key Financial Measures" for additional information.
Current wording
(1)Non-GAAP operating earnings (loss), non-GAAP operating earnings (loss) per common share, and annualized non-GAAP operating return on average common shareholders' equity are non-GAAP financial measures. See "Key Financial and Operating Measures" for additional information.
Previous 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.
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 and Operating Measures" for additional information.
Previous wording
(5)Total capital resources is the sum of the Company's principal amount of debt and shareholders' equity. See "Key Financial Measures" for additional information.
Current wording
(5)Total capital resources is the sum of the Company's principal amount of debt and shareholders' equity. See "Key Financial and Operating Measures" for additional information.
Previous wording
(6)Book value per common share is calculated using shareholders’ equity divided by the number of common shares outstanding. See "Key Financial Measures" for additional information.
Current wording
(6)Book value per common share is calculated using shareholders’ equity divided by the number of common shares outstanding excluding unvested restricted shares and performance shares. See "Key Financial and Operating 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, restricted shares and performance based 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 shares (assuming exercise of all dilutive share based awards). See "Key Financial and Operating Measures" for additional information.
Previous 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.
Current 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.
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 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.
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 nine months ended September 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 and six months ended June 30, 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 nine months ended September 30, 2026 to those critical accounting policies and estimates disclosed in our Annual Report.
Previous 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.
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 nine months ended September 30, 2025 only include operations subsequent to May 27, 2025 therefore the year-over-year comparisons are generally not directly comparable.
Previous wording
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 wording
The following table sets forth our selected unaudited Condensed Consolidated Statement of Operations data for the three and nine months ended September 30, 2026 and 2025:
Previous 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.
Current wording
(1)Segment G&A expenses and Corporate G&A expenses are non-GAAP measures based on allocations of total general and administrative expenses. Please refer to the"General and Administrative Expenses"section below for additional information related to corporate expenses and the reconciliation to total general and administrative expenses presented in our unaudited Condensed Consolidated Statements of Operations.
Previous wording
•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 wording
•Combined investment loss of $1.3 million for the three months ended September 30, 2026 compared to combined investment income of $9.1 million for the same period in 2025 primarily due to:
Previous 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:
Current wording
•net unrealized investment losses of $3.6 million for the three months ended September 30, 2026 compared to net unrealized investment gains of $4.9 million, for the same period in 2025, with the current period losses reflecting fair value adjustments on certain alternative and real estate assets;
Previous 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:
Current wording
•The Legacy Reinsurance segment underwriting loss decreased to $6.4 million for the three months ended September 30, 2026 compared to $9.0 million for the same period in 2025 primarily due to:
Previous wording
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 wording
Net loss for the nine months ended September 30, 2026 was $31.9 million compared to net income of $64.5 million for the same respective period in 2025. Net income for the nine months ended September 30, 2025 was principally due to 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.
Previous wording
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 wording
Excluding the gain on bargain purchase from May 27, 2025, the Company incurred a net loss of $9.1 million for the nine months ended September 30, 2025.
Previous wording
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 wording
For the nine months ended September 30, 2026, a higher underwriting loss in the Legacy Reinsurance segment, driven by adverse PPD in the International and GLS businesses, together with higher unrealized investment losses, corporate expenses and interest expense on the Senior Notes, more than offset higher pre-tax income from Program Services, higher net investment income, and higher foreign exchange and other gains. Excluding the gain on bargain purchase, the decline in results was driven by the following:
Previous wording
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 wording
•The Legacy Reinsurance segment underwriting loss was $11.5 million for the nine months ended September 30, 2026 compared to an underwriting loss of $2.7 million for the same period in 2025 largely due to:
Previous 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:
Current wording
•Amortization of the fair value adjustment on intangible assets acquired in the Combination was higher at $2.3 million, compared to $1.5 million. This amortization is recurring and recognized over the remaining claims settlement period.
Previous 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:
Current wording
•Combined income from investment activities decreased to $2.2 million for the nine months ended September 30, 2026 compared to $11.7 million for the same period in 2025 primarily due to:
Previous 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
Current wording
•Net investment income of $7.4 million for the nine months ended September 30, 2026 compared to $5.2 million that was earned for the same period in 2025; partly offset by
Previous wording
The underwriting loss in the Legacy Reinsurance segment and higher corporate expenses were partly offset by the following:
Current wording
The underwriting loss in the Legacy Reinsurance segment and higher corporate expenses were partly offset by:
Previous wording
◦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 wording
•Fee revenue increased to $10.9 million compared to $3.0 million for the same period in 2025 reflecting higher premium produced and subsequently fees by both new and existing client programs.
Previous 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:
Current wording
Net premiums written for our Legacy Reinsurance reportable segment, reconciled to the total consolidated net premiums written for the three and nine months ended September 30, 2026 and 2025 are detailed below:
Previous wording
Net premiums written for the three and six months ended June 30, 2026 increased to $1.4 million and $4.1 million, respectively, compared to $1.1 million for the same respective periods in 2025 which was split as follows:
Current wording
Net premiums written for the three and nine months ended September 30, 2026 decreased to $(1.1) million and $2.9 million, respectively, compared to $3.9 million and $5.0 million for the same respective periods in 2025 which was split as follows:
Previous wording
•Premiums written in Diversified Reinsurance legacy business decreased by $0.9 million and $0.1 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025. As discussed in Note 1. Basis of Presentationof the Notes to Condensed Consolidated Financial Statements in Part I Item 1."Financial Information", Maiden LF and Maiden GF are no longer writing new business. Maiden LF and Maiden GF have run-off operations and their assets and liabilities are no longer considered held for sale at June 30, 2026.
Current wording
•Premiums written in Diversified Reinsurance legacy business decreased by $3.1 million for the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025. As discussed in Note 1. Basis of Presentationof the Notes to Condensed Consolidated Financial Statements in Part I Item 1."Financial Information", Maiden LF and Maiden GF are no longer writing new business. Maiden LF and Maiden GF have run-off operations and their assets and liabilities are no longer considered held for sale at September 30, 2026.
Previous wording
•Premiums written in AmTrust Reinsurance legacy business increased by $1.2 million and $3.1 million for the three and six months ended June 30, 2026, respectively, compared to the same periods in 2025 which emanated from premium adjustments to Specialty Risk and Extended Warranty business in the AmTrust Quota Share agreement. The cessation of active reinsurance underwriting on prospective risks included the termination of the AmTrust Quota Share and European Hospital Liability Quota Share effective January 1, 2019.
Current wording
•Premiums written in AmTrust Reinsurance legacy business decreased by $2.0 million and increased by $1.1 million for the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025 which emanated from premium adjustments on certain loss sensitive policies in its Specialty Risk and Extended Warranty business in the AmTrust Quota Share. The cessation of active reinsurance underwriting on prospective risks included the termination of the AmTrust Quota Share and European Hospital Liability Quota Share effective January 1, 2019.
Previous wording
Net premiums earned by our Legacy Reinsurance reportable segment, reconciled to the total consolidated net premiums earned, for the three and six months ended June 30, 2026 and 2025 are detailed as follows:
Current wording
Net premiums earned by our Legacy Reinsurance reportable segment, reconciled to the total consolidated net premiums earned, for the three and nine months ended September 30, 2026 and 2025 are detailed as follows:
Previous wording
Net premiums earned under Diversified Reinsurance legacy business for the three and six months ended June 30, 2026 were $0.6 million and $1.4 million, respectively, compared to $1.4 million for the same periods in 2025. Maiden LF and Maiden GF continue to earn premiums but are no longer writing new business. Maiden LF and Maiden GF both have run-off operations and their assets and liabilities are no longer considered held for sale at June 30, 2026.
Current wording
Net premiums earned under Diversified Reinsurance legacy business for the three and nine months ended September 30, 2026 were $0.5 million and $2.0 million, respectively, compared to $3.9 million and $5.3 million for the same respective periods in 2025. Maiden LF and Maiden GF continue to earn premiums but are no longer writing new business due to run-off operations.
Previous wording
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 wording
Net premiums earned under AmTrust Reinsurance legacy business for the three and nine months ended September 30, 2026 were $1.4 million and $6.6 million, respectively, compared to $3.0 million and $4.0 million for the same respective periods in 2025. This was earned entirely under the AmTrust Quota Share agreement for Specialty Risk and Extended Warranty business.
Showing the first 40 of 142 pairs. Open the source sections for the rest.
Rearranged current paragraphs (12)
Current report — wording carried from elsewhere
•Amortization of the fair value adjustment on intangible assets acquired in the Combination was lower at $0.7 million, compared to $1.1 million. This amortization is recurring and is recognized over the remaining claims settlement period.
Current report — wording carried from elsewhere
Underwriting loss by business unit is shown as follows for the three and nine months ended September 30, 2026 and 2025:
Current report — wording carried from elsewhere
Net premiums earned by type of business for the three and nine months ended September 30, 2026 and 2025 are as follows:
Current report — wording carried from elsewhere
Total PPD for AmTrust Reinsurance Legacy business for the three and nine months ended September 30, 2026 is as follows:
Current report — wording carried from elsewhere
Maiden does not have any significant operations or assets other than ownership of the shares of its subsidiaries. The dividends and other permitted distributions from Maiden NA (and its subsidiaries) are its sole source of funds to meet ongoing cash requirements, including debt service payments. Factors that may affect payments to holders of the 2013 Senior Notes include restrictions on the payments of dividends by Maiden Reinsurance to Maiden NA which provides the sole source of income for interest payments on the 2013 Senior Notes.
Current report — wording carried from elsewhere
The Company’s management believes current sources of liquidity are adequate to meet its cash requirements for the next twelve months as negative operating cash flows are expected to be sufficiently offset by positive investing cash flows. Should the timing and receipt of certain cash inflows change including the receipt of dividends from Maiden Reinsurance, this could negatively impact our current liquidity. In addition, the cash consideration and related significant professional expenses associated with completing the Combination utilized substantial amounts of our unrestricted liquidity. Further, extensive ongoing legal disputes and proceedings are resulting in significant legal fees, and adverse outcomes in those proceedings could further utilize and negatively impact our unrestricted liquidity as well.
Current report — wording carried from elsewhere
The table below summarizes our operating, investing and financing cash flows for the nine months ended September 30, 2026 and 2025:
Current report — wording carried from elsewhere
In addition, during periods when interest rates experience greater volatility, we have periodically maintained more cash and cash equivalents to better assess current market conditions and opportunities within our defined risk appetite, and may do so in future periods.
Current report — wording carried from elsewhere
At September 30, 2026, 34.3% (December 31, 2025: 50.4%) of our fixed maturity securities comprised of floating rate securities which are detailed in the table below:
Current report — wording carried from elsewhere
The fair value of our U.S. Agency MBS holdings at September 30, 2026 and December 31, 2025 were as follows:
Current report — wording carried from elsewhere
Total capital resources decreased by $30.5 million compared to December 31, 2025 due to the following items:
Current report — wording carried from elsewhere
Book value and diluted book value per common share at September 30, 2026 and December 31, 2025 were as follows:
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
(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.
Previous report — wording carried elsewhere
The underwriting loss in the Legacy Reinsurance segment and higher corporate expenses were partly offset by the following:
Previous report — wording carried 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.
Previous report — wording carried elsewhere
As discussed above, at June 30, 2026, guarantees of $70.7 million have been provided to lenders by Maiden Reinsurance on behalf of the real estate joint venture, however, the likelihood of Maiden Reinsurance incurring any losses pertaining to project level financing guarantees was determined to be remote. Therefore, no liability has been accrued under ASC 450-20.
Previous report — wording carried elsewhere
Non-GAAP operating loss was $6.7 million for the three months ended June 30, 2026 compared to non-GAAP earnings of $5.4 million for the same period in 2025. The non-GAAP operating loss increased by $12.1 million for the three months ended June 30, 2026 compared to the same period in 2025 primarily due to higher recurring operating expenses, higher adverse PPD in the Legacy Reinsurance segment, and higher interest and amortization expense on the Senior Notes, partly offset by improved Program Services results. Maiden's results for the three months ended June 30, 2025 only included operations subsequent to May 27, 2025 therefore the year-over-year comparisons are generally not directly comparable.