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International General Insurance Holdings Ltd.

International General Insurance Holdings Ltd.IGICEarnings & Financial Report

Nasdaq · Financials · Insurance Carriers, NEC

China Taiping Insurance Holdings Company Limited (CTIH) formerly China Insurance International Holdings Company Limited (CIIH), is a Chinese insurance conglomerate. The company has strong Chinese Central Government background despite being incorporated in Hong Kong. It is considered as a red chip company.

What changed in International General Insurance Holdings Ltd.'s 20-F — 2024 vs 2025

Top changes in International General Insurance Holdings Ltd.'s 2025 20-F

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Failure to comply with or to obtain appropriate authorizations and/or exemptions under any applicable laws or regulations could subject us to investigations, criminal sanctions or civil remedies, including fines, injunctions, loss of an operating license, reputational consequences, and other sanctions, all of which could have a material 6 Table of contents adverse effect on our business.
Failure to comply with or to obtain appropriate authorizations and/or exemptions under any applicable laws or regulations could subject us to investigations, criminal sanctions or civil remedies, including fines, 6 Table of contents injunctions, loss of an operating license, reputational consequences, and other sanctions, all of which could have a material adverse effect on our business.
As IGI is subject to group supervision by the BMA, it is prohibited from declaring or paying a dividend to its shareholders if it is in breach of its Group Enhanced Capital Requirement or the declaration or payment of a dividend would cause such a breach.
As IGI is subject to group supervision by the BMA, it is prohibited from declaring or paying a dividend to its shareholders if it is in breach of its Group Enhanced Capital Requirement or if the declaration or payment of a dividend would cause such a breach.
To the fullest extent permitted by law, the forum selection bye-law discussed above will apply to derivative actions or proceedings brought on behalf of the Company and arising under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, although we have been advised by the SEC that in the opinion of the SEC, our shareholders cannot waive compliance with federal securities laws and the rules and regulations thereunder.
To the fullest extent permitted by law, the forum selection bye-law discussed above will apply to derivative actions or proceedings brought on behalf of the Company and arising under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, although we have been advised that in the opinion of the SEC, our shareholders cannot waive compliance with federal securities laws and the rules and regulations thereunder.
The ratings of our operating subsidiaries are subject to periodic review by, and may be placed on credit watch, revised downward or revoked at the sole discretion of A.M. Best Inc. (“A.M. Best”) or S&P Global Ratings (“S&P”). We currently hold a stable outlook rating of “A (Excellent)” from A.M. Best and a stable outlook rating of “A-” from S&P.
The ratings of our operating subsidiaries are subject to periodic review by, and may be placed on credit watch, revised downward or revoked at the sole discretion of A.M. Best Inc. (“A.M. Best”) or S&P Global Ratings (“S&P”). We currently hold a stable outlook rating of “A (Excellent)” from A.M. Best and a stable outlook rating of “A” from S&P.
For example: • At the time of loss information available regarding the circumstances and the extent of a loss may not be fully known. • It may not be clear whether the circumstances of a loss are covered. 16 Table of contents • If a legal decision is required to resolve coverage this may take many years. • The actions the insured takes to remediate the loss may affect the eventual loss amount (favorably or unfavorably). • The availability of replacement parts, skilled labor, access to the loss site and the speed at which repairs can be undertaken may not be known for some time and may be subject to change. • It may be many years before the occurrence of a loss becomes known. • Where claims take a long time to settle, new information, changes in circumstances, legal decisions, rates of exchange and economic conditions (particularly claims inflation) may affect the value and validity of claims made.
For example: • At the time of loss information available regarding the circumstances and the extent of a loss may not be fully known. 17 Table of contents • It may not be clear whether the circumstances of a loss are covered. • If a legal decision is required to resolve coverage this may take many years. • The actions the insured takes to remediate the loss may affect the eventual loss amount (favorably or unfavorably). • The availability of replacement parts, skilled labor, access to the loss site and the speed at which repairs can be undertaken may not be known for some time and may be subject to change. • It may be many years before the occurrence of a loss becomes known. • Where claims take a long time to settle, new information, changes in circumstances, legal decisions, rates of exchange and economic conditions (particularly claims inflation) may affect the value and validity of claims made.
Among other provisions, the staggered board of directors and Wasef Jabsheh’s director appointment rights may make it more difficult for our shareholders to remove incumbent management and accordingly discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
Among other provisions, the staggered board of directors and Wasef Jabsheh’s director appointment and voting rights may make it more difficult for our shareholders to remove incumbent management and accordingly discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
In addition to natural and man-made disasters, systemic financial risks have the potential to cause significant economic disruptions in a variety of geographies and sectors, due to the interconnectedness of the global economy, which could give rise to significant claims. The 2008 global financial crisis was one such event.
Systemic events. In addition to natural and man-made disasters, systemic financial risks have the potential to cause significant economic disruptions in a variety of geographies and sectors, due to the interconnectedness of the global economy, which could give rise to significant claims. The 2008 global financial crisis was one such event.
We are not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act.
We are not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders, and our officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions of Section 16 of the Exchange Act.
However, given the inherent uncertainty of modeling techniques and the application of such techniques, the possibility of human or systems error, the challenges inherent in consistent application of complex methodologies in a fluid business environment and other factors, our models, tools and databases may not accurately address the risks we currently cover or the emergence of new matters which might be deemed to impact certain of our coverages. 21 Table of contents Many of our methods of managing risk and exposures are based upon observed historical market behavior and statistic-based historical models.
However, given the inherent uncertainty of modeling techniques and the application of such techniques, the possibility of human or systems error, the challenges inherent in consistent application of complex methodologies in a fluid business environment and other factors, our models, tools and databases may not accurately address the risks we currently cover or the emergence of new matters which might be deemed to impact certain of our coverages. 22 Table of contents Many of our methods of managing risk and exposures are based upon observed historical market behavior and statistic-based historical models.
To the extent that our agents, our insureds or other third parties exceed their underwriting authority, commit fraud or otherwise breach obligations owed to us in the future, our financial condition and results of operations could be materially adversely affected. 19 Table of contents We have a strong delegated authority risk management process established by the board of directors and directly managed via quarterly meetings of its delegated authority committee which is attended by certain of our executive directors.
To the extent that our agents, our insureds or other third parties exceed their underwriting authority, commit fraud or otherwise breach obligations owed to us in the future, our financial condition and results of operations could be materially adversely affected. 20 Table of contents We have a strong delegated authority risk management process established by the board of directors and directly managed via quarterly meetings of its delegated authority committee which is attended by certain of our executive directors.
One or more catastrophe events, other loss events, or severe economic events could result in claims that substantially exceed our expectations, or the protections set forth in our policies could be voided, which, in either case, could have a material adverse effect on our financial condition or results of operations, possibly to the extent of reducing or eliminating shareholders’ equity. 22 Table of contents A significant amount of our assets are invested in fixed maturity securities and are subject to market fluctuations.
One or more catastrophe events, other loss events, or severe economic events could result in claims that substantially exceed our expectations, or the protections set forth in our policies could be voided, which, in either case, could have a material adverse effect on our financial condition or results of operations, possibly to the extent of reducing or eliminating shareholders’ equity. 23 Table of contents A significant amount of our assets are invested in fixed maturity securities and are subject to market fluctuations.
In addition, reinsurance reserves may be less reliable than insurance reserves because of the greater scope of losses underlying reinsurance claims, limitations in the information provided and the generally longer lapse of time from the occurrence of the event to the reporting of the loss to the reinsurer and its settlement. 17 Table of contents The estimation of adequate reserves is more difficult and thus more uncertain for claims arising from “long-tail” policies, under which claims may not be paid until substantially beyond the end of the policy term.
In addition, reinsurance reserves may be less reliable than insurance reserves because of the greater scope of losses underlying reinsurance claims, limitations in the information provided and the generally longer lapse of time from the occurrence of the event to the reporting of the loss to the reinsurer and its settlement. 18 Table of contents The estimation of adequate reserves is more difficult and thus more uncertain for claims arising from “long-tail” policies, under which claims may not be paid until substantially beyond the end of the policy term.
Among other things, the insurance laws and regulations applicable to us may: • require the maintenance of certain solvency levels; • restrict agreements with large revenue-producing agents; • require obtaining licenses or authorizations from regulators; • regulate transactions, including transactions with affiliates and intra-group guarantees; • in certain jurisdictions, restrict the payment of dividends or other distributions; • require the disclosure of financial and other information to regulators; • impose restrictions on the nature, quality and concentration of investments; • regulate the admissibility of assets and capital; • provide for involvement in the payment or adjudication of catastrophe or other claims beyond the terms of the policies; and • establish certain minimum operational requirements or customer service standards such as the timeliness of finalized policy language or lead time for notice of non-renewal or changes in terms and conditions.
Among other things, the insurance laws and regulations applicable to us may: • require the maintenance of certain solvency levels; • restrict agreements with large revenue-producing agents; • require obtaining licenses or authorizations from regulators; • regulate transactions, including transactions with affiliates and intra-group guarantees; • in certain jurisdictions, restrict the payment of dividends or other distributions; • require the disclosure of financial and other information to regulators; • impose restrictions on the nature, quality and concentration of investments; 7 Table of contents • regulate the admissibility of assets and capital; • provide for involvement in the payment or adjudication of catastrophe or other claims beyond the terms of the policies; and • establish certain minimum operational requirements or customer service standards such as the timeliness of finalized policy language or lead time for notice of non-renewal or changes in terms and conditions.
Although we attempt to manage the risks of investing in a changing interest rate environment, we might not be able to mitigate interest rate sensitivity completely, and a significant or prolonged increase or decrease in interest rates could have a material adverse effect on our results of operations or financial condition. 23 Table of contents We are exposed to counterparty risk in relation to our investments, including holdings of debt instruments to which we are a party.
Although we attempt to manage the risks of investing in a changing interest rate environment, we might not be able to mitigate interest rate sensitivity completely, and a significant or prolonged increase or decrease in interest rates could have a material adverse effect on our results of operations or financial condition. 24 Table of contents We are exposed to counterparty risk in relation to our investments, including holdings of debt instruments to which we are a party.
We cannot be certain that we will be successful or identify attractive targets in these new markets. 35 Table of contents Risks Relating to Ownership of Our Securities Our main holding is our ownership of IGI Dubai (and, indirectly, IGI Dubai’s subsidiaries) and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common shares or satisfy other financial obligations.
We cannot be certain that we will be successful or identify attractive targets in these new markets. 36 Table of contents Risks Relating to Ownership of Our Securities Our main holding is our ownership of IGI Dubai (and, indirectly, IGI Dubai’s subsidiaries) and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common shares or satisfy other financial obligations.
As a result, it could be difficult or highly challenging for you to effect service of process on these individuals in the U.S. in the event that you believe that your rights have been infringed under applicable securities laws or otherwise or to enforce in the U.S. judgments obtained in U.S. courts against the Company or those persons based on civil liability provisions of the U.S. 37 Table of contents securities laws.
As a result, it could be difficult or highly challenging for you to effect service of process on these individuals in the U.S. in the event that you believe that your rights have been infringed under applicable securities laws or otherwise or to enforce in the U.S. judgments obtained in U.S. courts against the Company or those persons based on civil liability provisions of the U.S. 38 Table of contents securities laws.
Although we seek to ensure that all business with Russian exposure is compliant with the relevant sanction regime and our compliance team has managed the 18 Table of contents Russian exposure of our business and conducted the required asset freeze and/or termination of some of our business as per the applicable sanctions regime, the long-term impact of the invasion and sanctions continues to be unknown as the situation develops and our exposure levels may adversely affect our business.
Although we seek to ensure that all business with Russian exposure is compliant with the relevant sanction regime and our compliance team has managed the 19 Table of contents Russian exposure of our business and conducted the required asset freeze and/or termination of some of our business as per the applicable sanctions regime, the long-term impact of the invasion and sanctions continues to be unknown as the situation develops and our exposure levels may adversely affect our business.
As a 24 Table of contents result of the higher interest rate environment, we have captured the opportunity of elevated yield curves across the major currencies, and heavily invested in high-grade bonds generating higher investment yield during the year 2023. However, these assets are riskier in nature, with potentially greater volatility based upon changes in economic factors.
As a 25 Table of contents result of the higher interest rate environment, we have captured the opportunity of elevated yield curves across the major currencies, and heavily invested in high-grade bonds generating higher investment yield during the year 2023. However, these assets are riskier in nature, with potentially greater volatility based upon changes in economic factors.
The effects of these and other unforeseen emerging claim and coverage issues are difficult to predict and could harm our business and materially and adversely affect our results of operations. 15 Table of contents Risks Relating to our Business and Operations A deterioration in macroeconomic, political and other conditions, particularly in select parts of Europe, Central and South America, the Middle East and Africa, could adversely impact our financial performance.
The effects of these and other unforeseen emerging claim and coverage issues are difficult to predict and could harm our business and materially and adversely affect our results of operations. 16 Table of contents Risks Relating to our Business and Operations A deterioration in macroeconomic, political and other conditions, particularly in select parts of Europe, Central and South America, the Middle East and Africa, could adversely impact our financial performance.
We cannot predict to what extent these contractual rights would be exercised, if at all, or what effect this would have on our financial condition or future operations, but the effect could be material. 26 Table of contents A failure in or damage to our operational systems or infrastructure, or those of third parties, could disrupt our businesses and have a material adverse effect on our financial condition and results of operations.
We cannot predict to what extent these contractual rights would be exercised, if at all, or what effect this would have on our financial condition or future operations, but the effect could be material. 27 Table of contents A failure in or damage to our operational systems or infrastructure, or those of third parties, could disrupt our businesses and have a material adverse effect on our financial condition and results of operations.
The former IGI Dubai shareholders will continue to be able to exercise a significant degree of influence over the outcome of certain matters requiring an ordinary resolution of our shareholders including: • the appointment and removal of directors; • a change of control in the Company, which could deprive shareholders of an opportunity to earn a premium for the sale of their shares over the then prevailing market price; • substantial mergers or other business combinations; • the acquisition or disposal of substantial assets; • the alteration of our share capital; • amendments to our organizational documents; and • the winding up of the Company.
The former IGI Dubai shareholders will continue to be able to exercise a significant degree of influence over the outcome of certain matters requiring an ordinary resolution of our shareholders including: • the appointment and removal of directors; • a change of control in the Company, which could deprive shareholders of an opportunity to earn a premium for the sale of their shares over the then prevailing market price; • substantial mergers or other business combinations; 41 Table of contents • the acquisition or disposal of substantial assets; • the alteration of our share capital; • amendments to our organizational documents; and • the winding up of the Company.
This includes hiring of more employees or engaging outside consultants to comply with these requirements. 36 Table of contents The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We may need to hire more employees or engage outside consultants to comply with these requirements, which will increase our costs and expenses.
This includes hiring of more employees or engaging outside consultants to comply with these requirements. 37 Table of contents The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We may need to hire more employees or engage outside consultants to comply with these requirements, which will increase our costs and expenses.
Changes in accounting principles and financial reporting requirements could impact our reported financial results and reported financial condition. Our financial statements are prepared in accordance with U.S. GAAP. Accordingly, from time to time, we are required to adopt new or revised accounting or reporting standards issued by recognized authoritative bodies, including the SEC and the Financial Accounting Standards Board (FASB).
Changes in accounting principles and financial reporting requirements could impact our reported financial results and reported financial condition. Our financial statements are prepared in accordance with U.S. GAAP. Accordingly, from time to time, we are required to adopt new or revised accounting or reporting standards issued by recognized authoritative bodies, including the SEC and the Financial Accounting Standards Board (“FASB”).
A significant downgrade could result in a substantial loss of business as ceding companies and brokers that place such business move to other reinsurers with higher 25 Table of contents claims-paying and financial strength ratings and therefore could have a material adverse effect on our results of operations and financial condition. A.M.
A significant downgrade could result in a substantial loss of business as ceding companies and brokers that place such business move to other reinsurers with higher 26 Table of contents claims-paying and financial strength ratings and therefore could have a material adverse effect on our results of operations and financial condition. A.M.
In cases where we receive letters of credit from banks as collateral and one of our counterparties is unable to honor its obligations, we are exposed to the credit risk of the banks that issued the letters of credit. During 2024, no third parties were required to post collateral for our benefit. Brokers present a credit risk to us.
In cases where we receive letters of credit from banks as collateral and one of our counterparties is unable to honor its obligations, we are exposed to the credit risk of the banks that issued the letters of credit. During 2025, no third parties were required to post collateral for our benefit. Brokers present a credit risk to us.
There is no guarantee that our desired amounts of reinsurance or retrocessional reinsurance will be available in the marketplace in the future. In addition to capacity risk, the 20 Table of contents remaining capacity may not be on terms we deem appropriate or acceptable or with companies with whom we want to do business.
There is no guarantee that our desired amounts of reinsurance or retrocessional reinsurance will be available in the marketplace in the future. In addition to capacity risk, the 21 Table of contents remaining capacity may not be on terms we deem appropriate or acceptable or with companies with whom we want to do business.
The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, 38 Table of contents or would result in the violation of the company’s memorandum of association or bye-laws.
The Bermuda courts, however, would ordinarily be expected to permit a shareholder to commence an action in the name of a company to remedy a wrong to the company where the act complained of is alleged to be beyond the corporate power of the company or illegal, 39 Table of contents or would result in the violation of the company’s memorandum of association or bye-laws.
We may also encounter unforeseen difficulties associated 27 Table of contents with the transition of members of our senior management team to new or expanded roles necessary to execute our strategic and tactical plans from time to time. The pool of talent from which we actively recruit is limited.
We may also encounter unforeseen difficulties associated 28 Table of contents with the transition of members of our senior management team to new or expanded roles necessary to execute our strategic and tactical plans from time to time. The pool of talent from which we actively recruit is limited.
International financial market disruptions such as the ones experienced in the last global financial crisis in 2008, as well as the economic effects caused by the COVID-19 pandemic, the war in Ukraine, the Israel-Hamas-Hezbollah conflict and the Houthis disruption of Red Sea international shipping routes along with the possibility of a prolonged recession, may potentially affect various aspects of our business, including the demand for and claims made under our products, counterparty credit risk, the ability of our customers, counterparties and others to establish or maintain their relationships with us, our ability to access and efficiently use internal and external capital resources and our investment performance.
International financial market disruptions such as the ones experienced in the last global financial crisis in 2008, as well as the economic effects caused by the COVID-19 pandemic, the war in Ukraine, the Israel-Hamas-Hezbollah conflict, the conflict between Israel and Iran, the Houthis disruption of Red Sea international shipping routes, and in 2026 the conflict between the United States, Israel, and Iran, along with the possibility of a prolonged recession, may potentially affect various aspects of our business, including the demand for and claims made under our products, counterparty credit risk, the ability of our customers, counterparties and others to establish or maintain their relationships with us, our ability to access and efficiently use internal and external capital resources and our investment performance.
In addition, based on our perceived risk profile, regulators may require additional regulatory capital to be held by us 7 Table of contents (including as part of guidance provided by the regulator to us on a confidential basis), which, among other things, may affect the business we can write and the amount of dividends we are able to pay out.
In addition, based on our perceived risk profile, regulators may require additional regulatory capital to be held by us (including as part of guidance provided by the regulator to us on a confidential basis), which, among other things, may affect the business we can write and the amount of dividends we are able to pay out.
In 2024, we actively participated in five cyber-related reinsurance treaties. These risks are written on a net basis and within a specifically defined risk appetite and capital tolerance. All five risks have either Event Limits or Loss Ratio Caps that enable us to quantify our worst-case downside risk. Military conflicts.
In 2025, we actively participated in four cyber-related reinsurance treaties. These risks are written on a net basis and within a specifically defined risk appetite and capital tolerance. All five risks have either Event Limits or Loss Ratio Caps that enable us to quantify our worst-case downside risk. Military conflicts.
Among other things, we rely on these systems to interact with producers, insureds, customers, clients, and other third parties, to perform actuarial and other modeling functions, to underwrite business, to prepare policies and process premiums, to process claims and make claims payments, to prepare internal and external financial statements and information, as well as to engage in a wide variety of other business activities.
Among other things, we rely on these systems to interact with producers, insureds, customers, clients, and other third parties, to perform actuarial and other modeling functions, to underwrite business, to prepare policies and process premiums, to process claims and make claims payments, to prepare internal and external financial 32 Table of contents statements and information, as well as to engage in a wide variety of other business activities.
The impact of such events will depend on numerous evolving factors, many of which are not within our control and which we may not be able to accurately predict. Ongoing political and economic uncertainties prevalent in Lebanon may adversely affect the fair value of the Group’s equity interest in certain investment properties located in Lebanon.
The impact of such events will depend on numerous evolving factors, many of which are not within our control and which we may not be able to accurately predict. 9 Table of contents Ongoing political and economic uncertainties prevalent in Lebanon may adversely affect the fair value of the Group’s equity interest in certain investment properties located in Lebanon.
If a broker fails to make such a payment, it is possible that we will be liable to the client for the deficiency in a particular jurisdiction because of local laws or contractual obligations under the applicable Terms of Business Agreement in place and settlement terms and conditions as set out in the relevant contract.
If a broker fails to make such a payment, it is possible that we will be liable to the client for the deficiency in a particular jurisdiction because of local laws or contractual obligations under the applicable 29 Table of contents Terms of Business Agreement in place and settlement terms and conditions as set out in the relevant contract.
If we believe we can reasonably evaluate the risk of loss and charge an appropriate premium for such risk, we will underwrite terrorism exposure on a stand-alone basis. We generally seek to exclude terrorism from non-terrorism policies. 12 Table of contents Cyber. Within our insurance portfolio we have limited exposure to cyber as a specific peril.
If we believe we can reasonably evaluate the risk of loss and charge an appropriate premium for such risk, we will underwrite terrorism exposure on a stand-alone basis. We generally seek to exclude terrorism from non-terrorism policies. Cyber. Within our insurance portfolio we have limited exposure to cyber as a specific peril.
Our reinsurance program uses various methods, such as proportional, non-proportional and facultative reinsurance, to mitigate risks across our underwriting portfolio, in return for which we cede to third-party reinsurers a certain percentage of our GWP in any given year. That percentage was 30% for the year ended December 31, 2024 and 28% for the year ended December 31, 2023.
Our reinsurance program uses various methods, such as proportional, non-proportional and facultative reinsurance, to mitigate risks across our underwriting portfolio, in return for which we cede to third-party reinsurers a certain percentage of our GWP in any given year. That percentage was 31% for the year ended December 31, 2025 and 30% for the year ended December 31, 2024.
Related Party Transactions — Transactions Related to the Business Combination — Amended & Restated Bye-laws) in the event that such business combination constitutes a ‘Specified Matter’ (as such term is defined in the Amended and Restated Bye-laws) and authorized at a special or general meeting by the affirmative vote of at least 66 2/3% of the voting shares owned by non-interested shareholders.
Related Party Transactions — Shareholders Rights under the Amended & Restated Bye-laws) in the event that such business combination constitutes a ‘Specified Matter’ (as such term is defined in the Amended and Restated Bye-laws) and is authorized at a special or general meeting by the affirmative vote of at least 66 2/3% of the voting shares owned by non-interested shareholders.
There can be no assurance as to the effect that any such governmental or regulatory actions will have on the financial markets generally or on our competitive position, business and financial condition. We cannot predict the exact nature, timing or scope of any possible governmental initiatives and any such proposals could adversely affect our business.
There can be no assurance as to the effect that any such governmental or regulatory actions will have on the financial markets generally or on our competitive position, business and financial condition. 11 Table of contents We cannot predict the exact nature, timing or scope of any possible governmental initiatives and any such proposals could adversely affect our business.
Intra-group transactions are primarily denominated in U.S. Dollar. Part of our monetary assets and liabilities are denominated in a currency other than our functional currency and are subject to risks associated with currency exchange fluctuation.
Intra-group transactions are primarily denominated in U.S. Dollars. Part of our monetary assets and liabilities are denominated in a currency other than our functional currency and are subject to risks associated with currency exchange fluctuation.
However, it is possible that our underwriting approaches or our pricing models may not work as intended and that actual losses from a class of risks may be greater than expected. Our pricing models are also subject to the same limitations as the models used to assess our exposure to catastrophe losses 32 Table of contents noted above.
However, it is possible that our underwriting approaches or our pricing models may not work as intended and that actual losses from a class of risks may be greater than expected. Our pricing models are also subject to the same limitations as the models used to assess our exposure to catastrophe losses noted above.
We are selective in regard to our reinsurers, placing reinsurance with those reinsurers with stronger financial 29 Table of contents strength ratings from A.M. Best or S&P Global Ratings, a sovereign rating or a combination thereof. Despite strong ratings, the financial condition of a reinsurer may change based on market conditions.
We are selective in regard to our reinsurers, placing reinsurance with those reinsurers with stronger financial strength ratings from A.M. Best or S&P Global Ratings, a sovereign rating or a combination thereof. Despite strong ratings, the financial condition of a reinsurer may change based on market conditions.
We make assumptions about the renewal rate and pricing of the prior year’s policies and contracts in our financial forecasting process. If actual 34 Table of contents renewals do not meet expectations, our gross written premiums in future fiscal periods and our future operating results and financial condition could be materially adversely affected.
We make assumptions about the renewal rate and pricing of the prior year’s policies and contracts in our financial forecasting process. If actual renewals do not meet expectations, our gross written premiums in future fiscal periods and our future operating results and financial condition could be materially adversely affected.
The GDPR imposes extensive requirements regarding the processing of personal data 33 Table of contents and confers rights on data subjects including the “right to be forgotten” and the right to “portability” of personal data. The GDPR imposes significant punishments for non-compliance which could result in a penalty of up to 4% of a company’s global annual revenue.
The GDPR imposes extensive requirements regarding the processing of personal data and confers rights on data subjects including the “right to be forgotten” and the right to “portability” of personal data. The GDPR imposes significant punishments for non-compliance which could result in a penalty of up to 4% of a company’s global annual revenue.
Jordan has proven politically and socially stable to date, notwithstanding the recent events in the wider Middle East region. While a change in the political or social situation in Jordan could prove disruptive to our operations, we have the capacity to service our operations in Jordan from our London and Dubai offices should the situation change.
Jordan has proven politically and socially stable to date, notwithstanding the recent events in the wider Middle East region. While a change in the political or social situation in Jordan could prove disruptive to our operations, we have the capacity to service our operations in Jordan from our London office should the situation change.
These legal requirements are not uniform and continue to evolve, and regulatory scrutiny in this area is increasing around the world. In many cases, these laws apply not only to third-party transactions, but also to transfers of information among us and our subsidiaries.
These legal requirements are not 34 Table of contents uniform and continue to evolve, and regulatory scrutiny in this area is increasing around the world. In many cases, these laws apply not only to third-party transactions, but also to transfers of information among us and our subsidiaries.
Risks Relating to Our Business and Operations • If our loss reserves are insufficient, it will have a negative impact on our results. • Certain countries in which we operate are a high-risk environment for investment and business activities. • We are subject to laws relating to anti-bribery and corruption, anti-money laundering and economic sanctions. • We rely on brokers to source our business and we may suffer if our relationships with brokers deteriorate. • We could be materially adversely affected if agents and other producers exceed their underwriting authority or if our agents, insureds or other parties commit fraud or breach obligations owed to us. • We may be exposed to claims for large losses related to uncorrelated events that occur at the same time. • The availability of reinsurance and retrocessional coverage to limit our exposure to risks may be limited. • We may be faced with a liquidity shortfall following a large loss or a series of large losses due to the settlement of claims prior to the receipt of monies due under outwards reinsurance arrangements. • If our risk management and loss mitigation methods fail to adequately manage our exposure to losses, the losses we incur could be materially higher than our expectations. • Many of our assets are invested in fixed maturity securities and are subject to market fluctuations and global interest rates. • Losses on our investments may reduce our overall capital and profitability. • If our determination of the amount of allowances and impairments taken on our investments turns out to be incorrect, this could have a material adverse effect on our results of operations and financial condition. • A decline in the ratings of our operating subsidiaries could adversely affect our business. • The risk associated with underwriting treaty reinsurance business could adversely affect us. • Deterioration in the creditworthiness of, defaults by, commingling of funds by, or reputational issues related to our counterparties could adversely impact our financial condition and results of operations. • Our operating results may be adversely affected by the failure of policyholders, brokers or others to honor their payment obligations. • Our liquidity and counterparty risk exposures may be affected by the impairment of financial institutions. • We are exposed to credit risk in certain areas of our operations. • We may not be able to raise capital in the long term on favorable terms or at all. • We are involved in legal and other proceedings from time to time, which could damage our reputation. • Information technology systems that we use could fail or suffer a security breach, which could have a material adverse effect on us or result in the loss of sensitive information. • Our operating results may be adversely affected by an unexpected accumulation of attritional losses. • We are dependent on the use of third-party software, and any reduction in third-party product quality or failure to comply with our licensing requirements could have a material adverse effect on our business. • We are exposed to fluctuations in exchange rates which may adversely affect our operating results. 2 Table of contents • If actual renewals of our existing policies and contracts do not meet expectations, our future operating results could be materially adversely affected.
Risks Relating to Our Business and Operations • If our loss reserves are insufficient, it will have a negative impact on our results. • Certain countries in which we operate are a high-risk environment for investment and business activities. • We are subject to laws relating to anti-bribery and corruption, anti-money laundering and economic sanctions. • We rely on brokers to source our business and we may suffer if our relationships with brokers deteriorate. • We could be materially adversely affected if agents and other producers exceed their underwriting authority or if our agents, insureds or other parties commit fraud or breach obligations owed to us. • We may be exposed to claims for large losses related to uncorrelated events that occur at the same time. • The availability of reinsurance and retrocessional coverage to limit our exposure to risks may be limited. • We may be faced with a liquidity shortfall following a large loss or a series of large losses due to the settlement of claims prior to the receipt of monies due under outwards reinsurance arrangements. • If our risk management and loss mitigation methods fail to adequately manage our exposure to losses, the losses we incur could be materially higher than our expectations. • Many of our assets are invested in fixed maturity securities and are subject to market fluctuations and global interest rates. • Losses on our investments may reduce our overall capital and profitability. • If our determination of the amount of allowances and impairments taken on our investments turns out to be incorrect, this could have a material adverse effect on our results of operations and financial condition. • A decline in the ratings of our operating subsidiaries could adversely affect our business. • The risk associated with underwriting treaty reinsurance business could adversely affect us. • Deterioration in the creditworthiness of, defaults by, commingling of funds by, or reputational issues related to our counterparties could adversely impact our financial condition and results of operations. • Our operating results may be adversely affected by the failure of policyholders, brokers or others to honor their payment obligations. • Our liquidity and counterparty risk exposures may be affected by the impairment of financial institutions. • We are exposed to credit risk in certain areas of our operations. • We may not be able to raise capital in the long term on favorable terms or at all. • We are involved in legal and other proceedings from time to time, which could damage our reputation. • The incorporation of artificial intelligence (“AI”) technologies, including generative AI, into our operations and governance processes, and its use or anticipated use by us or by third parties on whom we rely, may increase or create new operational risks. • Information technology systems that we use could fail or suffer a security breach, which could have a material adverse effect on us or result in the loss of sensitive information. • Our operating results may be adversely affected by an unexpected accumulation of attritional losses. 2 Table of contents • We are dependent on the use of third-party software, and any reduction in third-party product quality or failure to comply with our licensing requirements could have a material adverse effect on our business. • We are exposed to fluctuations in exchange rates which may adversely affect our operating results. • If actual renewals of our existing policies and contracts do not meet expectations, our future operating results could be materially adversely affected.
In certain instances, we may also require assets in trust, letters of credit or other acceptable collateral to support balances due. However, there is no certainty that we can collect on these collateral agreements in the event of a reinsurer’s default.
In certain instances, we may also 30 Table of contents require assets in trust, letters of credit or other acceptable collateral to support balances due. However, there is no certainty that we can collect on these collateral agreements in the event of a reinsurer’s default.
Although we have business continuity plans and 31 Table of contents other safeguards in place, our business operations may be materially adversely affected by significant and widespread disruption to our physical infrastructure or operating systems and those of third-party service providers that support our business.
Although we have business continuity plans and other safeguards in place, our business operations may be materially adversely affected by significant and widespread disruption to our physical infrastructure or operating systems and those of third-party service providers that support our business.
We historically have sought and will continue to seek to manage our exposure to insurance and reinsurance losses through a number of loss limitation methods, including internal risk management procedures, writing a number of our inwards reinsurance contracts on an excess of loss basis, enforcement and oversight of our underwriting processes, outwards reinsurance protection, adhering to maximum limitations on policies whether written on a proportional, first loss, Excess of Loss (XOL) or Possible Maximum Loss (PML) Maximum Foreseeable Loss (MFL) basis, written in defined geographical zones, limiting program size for each client, establishing per risk and per occurrence limitations for each event, employing coverage restrictions and following prudent underwriting guidelines for each program written.
We historically have sought and will continue to seek to manage our exposure to insurance and reinsurance losses through a number of loss limitation methods, including internal risk management procedures, writing a number of our inwards reinsurance contracts on an excess of loss basis, enforcement and oversight of our underwriting processes, outwards reinsurance protection, adhering to maximum limitations on policies whether written on a proportional, first loss, Excess of Loss (“XOL”) or Possible Maximum Loss (“PML”) Maximum Foreseeable Loss (“MFL”) basis, written in defined geographical zones, limiting program size for each client, establishing per risk and per occurrence limitations for each event, employing coverage restrictions and following prudent underwriting guidelines for each program written.
Our business activities are regulated by the Bermuda Monetary Authority (“BMA” or “Authority”) in our Bermuda operations, the Prudential Regulation Authority (“PRA”) and Financial Conduct Authority (“FCA”) in our UK operations, the Malta Financial Services Authority (“MFSA”) in our Malta operations, the Insurance Supervision Department, Central Bank of Jordan (“CBJ”) in our Jordanian operations, the Labuan Financial Services Authority (“Labuan FSA”) in our operations in Malaysia, the Dubai Financial Services Authority (“DFSA”) in our operations in Dubai, the Casablanca Finance City (“CFC”) for our operations in Morocco and the Financial Supervisory Authority of Norway (“Finanstilsynet”) in our operations in Norway.
Our business activities are regulated by the Bermuda Monetary Authority (“BMA”) in our Bermuda operations, the Prudential Regulation Authority (“PRA”) and Financial Conduct Authority (“FCA”) in our UK operations, the Malta Financial Services Authority (“MFSA”) in our Malta operations, the Insurance Supervision Department, Central Bank of Jordan (“CBJ”) in our Jordanian operations, the Labuan Financial Services Authority (“Labuan FSA”) in our operations in Malaysia, the Dubai Financial Services Authority (“DFSA”) in our operations in Dubai, the Casablanca Finance City (“CFC”) for our operations in Morocco and the Financial Supervisory Authority of Norway, Finanstilsynet, in our operations in Norway.
Our operating results may be adversely affected by an unexpected accumulation of attritional losses. In addition to our exposures to catastrophes and other large losses as discussed above, our operating results may be adversely affected by unexpectedly large accumulations of attritional losses. Attritional losses are defined as losses from claims excluding catastrophes and large one-off claims.
In addition to our exposures to catastrophes and other large losses as discussed above, our operating results may be adversely affected by unexpectedly large accumulations of attritional losses. Attritional losses are defined as losses from claims excluding catastrophes and large one-off claims.
Our operations expose us to claims arising out of unpredictable natural and other catastrophe events, such as hurricanes, windstorms, hailstorms, tornadoes, tsunamis, severe winter weather, earthquakes, floods, fires, explosions, global pandemics, political unrest, drilling, mining and other industrial accidents, cyber events and terrorism.
Claims arising from catastrophe events are unpredictable and could be severe. Our operations expose us to claims arising out of unpredictable natural and other catastrophe events, such as hurricanes, windstorms, hailstorms, tornadoes, tsunamis, severe winter weather, earthquakes, floods, fires, explosions, global pandemics, political unrest, drilling, mining and other industrial accidents, cyber events and terrorism.
Our top 5 international brokers produced 64% of the gross written premiums of our underwriting operations for the year ended December 31, 2024 and 63% for the year ended December 31, 2023. Loss of all or a substantial portion of the business provided by one or more of these brokers could have a material adverse effect on our business.
Our top 5 international brokers produced 62% of the gross written premiums of our underwriting operations for the year ended December 31, 2025 and 64% for the year ended December 31, 2024. Loss of all or a substantial portion of the business provided by one or more of these brokers could have a material adverse effect on our business.
Former IGI Dubai shareholders will continue to exert significant influence over the Company as a result of their shareholdings, and their interests may not be aligned with those of the other shareholders. As of December 31, 2024, former IGI Dubai shareholders beneficially owned more than 53% of our issued and outstanding common shares.
Former IGI Dubai shareholders will continue to exert significant influence over the Company as a result of their shareholdings, and their interests may not be aligned with those of the other shareholders. As of December 31, 2025, former IGI Dubai shareholders beneficially owned more than 56% of our issued and outstanding common shares.
The Group holds a 32.7% equity ownership interest in four companies located in Beirut and registered in Lebanon, with the Group’s investment amounting to $2.0 million as of December 31, 2024. These companies are engaged in the leasing of commercial buildings which are in the nature of investment property.
The Group holds a 32.7% equity ownership interest in four companies located in Beirut and registered in Lebanon, with the Group’s investment amounting to $2.4 million as of December 31, 2025. These companies are engaged in the leasing of commercial buildings which are in the nature of investment property.
In order to mitigate our exposure to foreign currency fluctuations in our net insurance liabilities, we have invested and expect to continue to invest in securities denominated in currencies other than the U.S. Dollar. In addition, we may replicate investment positions in foreign currencies using derivative financial instruments.
In order to mitigate our exposure to foreign currency fluctuations in our net insurance liabilities, 35 Table of contents we have invested and expect to continue to invest in securities denominated in currencies other than the U.S. Dollar. In addition, we may replicate investment positions in foreign currencies using derivative financial instruments.
Man-made disasters such as oil spills from offshore drilling could give rise not only to claims due to the damage caused by such events but also claims arising from governmental sanctions and civil litigation. Global pandemics.
Man-made disasters such as oil spills from offshore drilling could give rise not only to claims due to the damage caused by such events but also claims arising from governmental sanctions and civil litigation. 12 Table of contents Global pandemics.
Economic conditions in the Middle East region affect us given that approximately 10% and 9% of our GWP generated in 2024 and 2023, respectively, originated from risks in this region. In addition, a significant portion of our investment assets are located in the MENA region.
Economic conditions in the Middle East region affect us given that approximately 8% and 10% of our GWP generated in 2025 and 2024, respectively, originated from risks in this region. In addition, a significant portion of our investment assets are located in the MENA region.
Since the first half of 2011 there has been significant political and social unrest in the Middle East region, including violent protests and armed conflict in a number of countries, such as Syria and Yemen, and most recently armed conflict among Israel, Hamas and Hezbollah and the Houthis disruption of Red Sea international shipping routes.
Since the first half of 2011 there has been significant political and social unrest in the Middle East region, including violent protests and armed conflict in a number of countries, such as Syria and Yemen, and most recently armed conflict among Israel, Hamas and Hezbollah, hostilities between Israel and Iran, the Houthis disruption of Red Sea international shipping routes, and in 2026 hostilities among the United States, Israel and Iran.
We will pay amounts owed on valid claims under our insurance and reinsurance contracts to brokers, and these brokers, in turn, will pay these amounts over to the clients making the claim 28 Table of contents under the policy underwritten by us.
We will pay amounts owed on valid claims under our insurance and reinsurance contracts to brokers, and these brokers, in turn, will pay these amounts over to the clients making the claim under the policy underwritten by us.
The Company and its subsidiaries, branches and offices are subject to the laws and regulations of a number of jurisdictions worldwide, including the United States, Bermuda, the UK, Malaysia, Malta, Jordan, Morocco, Norway and the UAE.
The Company and its subsidiaries, branches and offices are subject to the laws and regulations of a number of jurisdictions worldwide, including the United States, Bermuda, the UK, Malaysia, Malta, Jordan, Morocco, Norway and the United Arab Emirates (“UAE”).
In addition, there are certain restrictions on the declaration and payment of dividends by the Company’s insurance subsidiaries which such restrictions are further detailed in this annual report. 42 Table of contents The PRA’s general expectations regarding insurer’s dividend payments are set out in Supervisory Statement 4/18 which states that "When assessing potential dividend payments, the PRA expects insurers to be able to demonstrate that any planned dividend payments are appropriate in relation to actual and projected business performance, as well as the current and future capital position of the insurer, taking account of its documented risk appetite." In addition, the European Insurance and Occupational Pension Authority (“EIOPA”) stated in its December 2020 Financial Stability Report that it “strongly recommends insurers to maintain extreme caution and prudence within their capital management.” EIOPA also stated that any dividend distributions “should not exceed thresholds of prudency and institutions should ensure that the resulting reduction in the quantity or quality of their own funds remains at levels appropriate to the current levels of risks.” In May 2022, the Company’s board of directors determined that going forward the board intended to declare a $0.01 per share dividend on a quarterly basis (increased to $0.025 per share in May 2024).
The PRA’s general expectations regarding insurer’s dividend payments are set out in Supervisory Statement 4/18 which states that "When assessing potential dividend payments, the PRA expects insurers to be able to demonstrate that any planned dividend payments are appropriate in relation to actual and projected business performance, as well as the current and future capital position of the insurer, taking account of its documented risk appetite." In addition, the European Insurance and Occupational Pension Authority (“EIOPA”) stated in its December 2020 Financial Stability Report that it “strongly recommends insurers to maintain extreme caution and prudence within their capital management.” EIOPA also stated that any dividend distributions “should not exceed thresholds of prudency and institutions should ensure that the resulting reduction in the quantity or quality of their own funds remains at levels appropriate to the current levels of risks.” In May 2022, the Company’s board of directors determined that going forward the board intended to declare a $0.01 per share dividend on a quarterly basis (increased to $0.025 per share in May 2024 and to $0.05 per share in May 2025).
Dollar and not in local Lebanese currency, demand for commercial buildings has dropped considerably. 9 Table of contents Accordingly, prices found on the market as of December 31, 2024, including achieved sales prices, are only indicative and may not hold if the market were to be corrected. Legislation enacted in Bermuda as to economic substance may affect our operations.
Dollars and not in local Lebanese currency, demand for commercial buildings has dropped considerably. Accordingly, prices found on the market as of December 31, 2025, including achieved sales prices, are only indicative and may not hold if the market were to be corrected. Legislation enacted in Bermuda as to economic substance may affect our operations.
With respect to Brexit, in June 2021 we acquired an EU insurance operation in Malta, which enables IGI to pursue business in the EU, but also subjects us to regulation in the EU.
With respect to 8 Table of contents Brexit, in June 2021 we acquired an EU insurance operation in Malta, which enables IGI to pursue business in the EU, but also subjects us to regulation in the EU.
Another former IGI Dubai shareholder, Oman International Development & Investment Company SAOG (“Ominvest”), beneficially owned approximately 21.2% of our issued and outstanding common shares as of December 31, 2024. Beneficial ownership is calculated in accordance with the rules and regulations of the SEC.
Another former IGI Dubai shareholder, Oman International Development & Investment Company SAOG (“Ominvest”), beneficially owned approximately 22.3% of our issued and outstanding common shares as of December 31, 2025. Beneficial ownership is calculated in accordance with the rules and regulations of the SEC.
We are exposed to currency risk mainly on insurance written premiums and incurred claims that are denominated in a currency other than our functional currency. The currencies in which these transactions are primarily denominated are Sterling (GBP), euro (EUR) and the Australian Dollar (AUD). As a significant portion of our transactions are denominated in U.S. Dollar, this reduces currency risk.
We are exposed to currency risk mainly on insurance written premiums and incurred claims that are denominated in a currency other than our functional currency. The currencies in which these transactions are primarily denominated are Sterling (“GBP”), Euro (“EUR”) and the Australian Dollar (“AUD”). As a significant portion of our transactions are denominated in U.S. Dollars, this reduces currency risk.
Furthermore, as of December 31, 2024, Wasef Jabsheh, who was IGI Dubai’s Founder, Chief Executive Officer and Vice Chairman and is currently our Executive Chairman, was our largest single shareholder and beneficially owned approximately 32.1% of our issued and outstanding common shares.
Furthermore, as of December 31, 2025, Wasef Jabsheh, who was IGI Dubai’s Founder, Chief Executive Officer and Vice Chairman and is currently our Executive Chairman, was our largest single shareholder and beneficially owned approximately 33.9% of our issued and outstanding common shares.
So long as our registration statement on Form F-3 remains effective or upon satisfaction of the requirements of Rule 144 under the Securities Act, or another applicable exemption from registration, the former IGI Dubai shareholders may sell large amounts of our common shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in our share price or putting significant downward pressure on the price of our securities.
In these cases, the resales must meet the criteria and conform to the requirements of Rule 144. 42 Table of contents So long as our registration statement on Form F-3 remains effective or upon satisfaction of the requirements of Rule 144 under the Securities Act, or another applicable exemption from registration, the former IGI Dubai shareholders may sell large amounts of our common shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in our share price or putting significant downward pressure on the price of our securities.
Any issuances by us of equity securities may be at or below the prevailing market price of our common shares and in any event may have a dilutive impact on current shareholders' ownership interest, which could cause the market price of our common shares to decline.
Any issuances by us of equity securities or other securities that are convertible into or exercisable or exchangeable for equity securities may be at or below the prevailing market price of our common shares and in any event may have a dilutive impact on current shareholders' ownership interest, which could cause the market price of our common shares to decline.
We are a holding company and do not directly own any operating assets other than our ownership of interests in International General Insurance Holdings Limited, a company organized under the laws of the Dubai International Financial Centre, which became a subsidiary of the Company as a result of the Business Combination (as defined herein) (“IGI Dubai”).
We are a holding company and do not directly own any operating assets other than our ownership of interests in International General Insurance Holdings Limited (“IGI Dubai”), a subsidiary company organized under the laws of the Dubai International Financial Centre.
Disruptions or failures in the physical infrastructure or operating systems that support our business and customers, or cyber-attacks or security breaches of the networks, systems or devices that our customers use to access our products and services, could result in customer attrition, regulatory fines, penalties or intervention, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, any of which could materially adversely affect our financial condition or results of operations.
Disruptions or failures in the physical infrastructure or operating systems that support our business and customers, or cyber-attacks or security breaches of the networks, systems or devices that our customers use to access our products and services, could result in customer attrition, regulatory fines, penalties or intervention, reputational damage, reimbursement or other compensation costs, and/or additional compliance costs, any of which could materially adversely affect our financial condition or results of operations. 33 Table of contents Our operating results may be adversely affected by an unexpected accumulation of attritional losses.
Increasing insurance penetration, growing technological vulnerability and higher property values have further compounded the insurance industry’s exposure. A series of extreme weather events resulted in one of the most expensive years for natural catastrophes in 2017. Significant natural catastrophes affecting IGI in the recent past have included Hurricane Maria, Hurricane Irma and the September 2017 earthquake in Mexico.
Increasing insurance penetration, growing technological vulnerability and higher property values have further compounded the insurance industry’s exposure. A series of extreme weather events resulted in one of the most expensive years for natural catastrophes in 2017, which included losses related Hurricane Maria, Hurricane Irma and an earthquake in Mexico.
Failure to comply with, or to obtain desired authorizations and/or exemptions under, any applicable laws could result in restrictions on our ability to do business or undertake activities that are regulated in one or more of the jurisdictions in which we operate and could subject us to fines and other sanctions. 11 Table of contents Claims arising from catastrophe events are unpredictable and could be severe.
Failure to comply with, or to obtain desired authorizations and/or exemptions under, any applicable laws could result in restrictions on our ability to do business or undertake activities that are regulated in one or more of the jurisdictions in which we operate and could subject us to fines and other sanctions.
Claims for catastrophe events, or an unusual frequency of smaller losses in a particular period, could expose us to large losses, cause substantial volatility in our results of operations and could have a material adverse effect on our ability to write new business.
Increasing global average temperatures may continue in the future and could impact our business in the long-term. Claims for catastrophe events, or an unusual frequency of smaller losses in a particular period, could expose us to large losses, cause substantial volatility in our results of operations and could have a material adverse effect on our ability to write new business.
In addition, prolonged and severe disruptions in the overall public and private debt and equity markets, such as those experienced during the 2008 financial crisis or the COVID-19 pandemic, could result in significant realized and unrealized losses.
In addition, prolonged and severe disruptions in the overall public and private debt and equity markets, such as those experienced during the 2008 financial crisis or the COVID-19 pandemic, could result in significant realized and unrealized losses. Public and private debt and equity markets may experience disruption in individual market sectors, such as has occurred in the energy sector.
As a result of the above factors, our business, financial condition, liquidity or operating results could be adversely affected. The determination of the amount of expected credit losses (ECL) taken on our investments involves the estimation of uncertainties which, if they turn out to be incorrect, could have a material adverse effect on our results of operations and financial condition.
The determination of the amount of expected credit losses ( “ ECL ” ) taken on our investments involves the estimation of uncertainties which, if they turn out to be incorrect, could have a material adverse effect on our results of operations and financial condition.
Major Shareholder and Related Party Transactions — B.
Major Shareholders and Related Party Transactions — B.
Our inability to obtain adequate capital when needed could have a negative impact on our ability to invest in, or take advantage of opportunities to expand our businesses, such as possible acquisitions or the creation of new ventures.
Our inability to obtain adequate capital when needed could have a negative impact on our ability to invest in, or take advantage of opportunities to expand our businesses, such as possible acquisitions or the creation of new ventures. Any of these effects could have a material adverse effect on our results of operations and financial condition.
In 2023/2024, a military conflict erupted among Israel, Hamas and Hezbollah and the conflict has expanded to Houthis launching a number of attacks on marine vessels traversing the Red Sea and disrupting shipping routes.
In 2023/2024, a military conflict erupted among Israel, Hamas and Hezbollah and the conflict subsequently expanded to hostilities between Israel and Iran as well as Houthis launching a number of attacks on marine vessels traversing the Red Sea and disrupting shipping routes. In 2026, a military conflict erupted among the United States, Israel, and Iran.
These differences include, but are not limited to, the manner in which directors must disclose transactions in which they have an interest, the rights of shareholders to bring class action and derivative lawsuits, the scope of indemnification available to directors and officers and provisions relating to amalgamations, mergers and acquisitions and takeovers.
These differences include, but are not limited to, the rights of shareholders to bring class action and derivative lawsuits, the scope of indemnification available to directors and officers and provisions relating to amalgamations, mergers and acquisitions and takeovers.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Other than in connection with the Business Combination and other than the repurchase and redemption of all of our warrants in 2023, since our incorporation, there have been no material changes to our share capital, mergers, amalgamations or consolidations of the Company or any of our significant subsidiaries, no acquisitions or dispositions of material assets other than in the ordinary course of business, no material changes in the mode of conducting our business, no material changes in the types of products produced or services rendered and no name changes.
Other than in connection with the Business Combination and the repurchase and redemption of all of our warrants in 2023, since our incorporation, there have been no material changes to our share capital, mergers, amalgamations or consolidations of the Company or any of our significant subsidiaries, no acquisitions or dispositions of material assets other than in the ordinary course of business, no material changes in the mode of conducting our business, no material changes in the types of products produced or services rendered and no name changes.
Representation and Intermediate Offices (Non-Risk Bearing Companies) IGI Morocco IGI Bermuda operates a representative office of IGI Bermuda in Casablanca, which is regulated by Casablanca Finance City. Our Casablanca operations constitute our Africa hub and provide access to the Northern, Central and West African markets.
Representation and Intermediate Offices (Non-Risk Bearing Companies) IGI Morocco IGI operates a representative office of IGI Bermuda in Casablanca, which is regulated by Casablanca Finance City. Our Casablanca operations constitute our Africa hub and provide access to the Northern, Central and West African markets.
The MSM that must be maintained by a Class 3B insurer with respect to its general business is the greater of (i) $1 million, or (ii) 20% of the first $6 million of net premiums written; if in excess of $6 million, the figure is $1.2 million plus 15% of net premiums written in excess of $6 million or (iii) 15% of the aggregate of net loss and loss expense provisions and other insurance reserves or (iv) 25% of the ECR (as defined below) as reported at the end of the relevant year. 68 Table of contents Additionally, an insurance group must ensure that the value of the insurance group’s total statutory economic capital and surplus (as calculated in accordance with economic balance sheet principles pursuant to Schedule XIV) exceeds the aggregate of (a) the MSM of each qualifying member of the group controlled by the parent company and (b) the MSM of each member of the group that is significantly under the influence of (but not controlled by) the parent company multiplied by the parent company’s percentage shareholding in that member (as aggregated, the “Group MSM”).
The MSM that must be maintained by a Class 3B insurer with respect to its general business is the greater of (i) $1 million, or (ii) 20% of the first $6 million of net premiums written; if in excess of $6 million, the figure is $1.2 million plus 15% of net premiums written in excess of $6 million or (iii) 15% of the aggregate of net loss and loss expense provisions and other insurance reserves or (iv) 25% of the ECR (as defined below) as reported at the end of the relevant year. 69 Table of contents Additionally, an insurance group must ensure that the value of the insurance group’s total statutory economic capital and surplus (as calculated in accordance with economic balance sheet principles pursuant to Schedule XIV) exceeds the aggregate of (a) the MSM of each qualifying member of the group controlled by the parent company and (b) the MSM of each member of the group that is significantly under the influence of (but not controlled by) the parent company multiplied by the parent company’s percentage shareholding in that member (as aggregated, the “Group MSM”).
Our underwriting focus is supported by exceptional service to our clients and brokers. Founded in 2001, we and our predecessors have prudently grown our business with a focus on underwriting profitability. Our primary objective is to underwrite specialty products that maximize return on equity subject to prudent risk constraints on the amount of capital we expose to any single event.
Our underwriting focus is supported by exceptional service to our clients and brokers. Founded in 2001, we have prudently grown our business with a focus on underwriting profitability. Our primary objective is to underwrite specialty products that maximize return on equity subject to prudent risk constraints on the amount of capital we expose to any single event.
In addition, every insurance group is required to prepare an annual group capital and solvency return, which shall include both an electronic version and a printed version of (a) the group BSCR model; (b) schedule of fixed income and equity investments by BSCR rating; (c) schedule of funds held by ceding reinsurers in segregated accounts/trusts by BSCR rating; (d) schedule of net loss and loss expense provisions by general business; (e) schedule of geographic diversification of net loss and loss expense provisions by general business; (f) schedule of premiums written by line of business of general business; (g) schedule of geographic diversification of net premiums written by general business; (h) schedule of risk management; (i) schedule of fixed income securities; (j) schedule of long-term business data and reconciliation; (k) schedule of long-term variable annuity guarantees data and reconciliation; (l) schedule of long-term variable annuity 66 Table of contents guarantees – internal capital model; (xiii) schedule of group’s solvency self-assessment; (m) group general business catastrophe risk return; (n) schedule of regulated non-insurance financial operating entities; (o) unregulated entities where the parent exercises control; (p) schedule of unregulated entities where the parent exercises significant influence; (q) schedule of entities’ capital deducted from; (r) schedule of group minimum margin of solvency; (s) schedule of group eligible capital; (t) group statutory economic balance sheet; (u) group actuary’s opinion; (v) expanded particulars of ceded reinsurance; (w) schedule of cash and cash equivalents counterparty analysis; (x) schedule of currency risk and (y) schedule of concentration risk.
In addition, every insurance group is required to prepare an annual group capital and solvency return, which shall include both an electronic version and a printed version of (a) the group BSCR model; (b) schedule of fixed income and equity investments by BSCR rating; (c) schedule of funds held by ceding reinsurers in segregated accounts/trusts by BSCR rating; (d) schedule of net loss and loss expense provisions by general business; (e) schedule of geographic diversification of net loss and loss expense provisions by general business; (f) schedule of premiums written by line of business of general business; (g) schedule of geographic diversification of net premiums written by general business; (h) schedule of risk management; (i) schedule of fixed income securities; (j) schedule of long-term business data and reconciliation; (k) schedule of long-term variable annuity guarantees data and reconciliation; (l) schedule of long-term variable annuity guarantees – internal capital model; (xiii) schedule of group’s solvency self-assessment; (m) group general business catastrophe risk return; (n) schedule of regulated non-insurance financial operating entities; (o) unregulated entities where the parent exercises control; (p) schedule of unregulated entities where the parent exercises significant influence; (q) schedule of entities’ capital deducted from; (r) schedule of group minimum margin of solvency; (s) schedule of group eligible capital; (t) group statutory economic balance sheet; (u) group actuary’s opinion; (v) expanded particulars of ceded reinsurance; (w) schedule of cash and cash equivalents counterparty analysis; (x) schedule of currency risk and (y) schedule of concentration risk.
If it appears to the BMA that a Designated Insurer is in breach of any provision of the Insurance Act or the Group Rules, the Authority may give the Designated Insurer such directions as appear to the Authority to be desirable for safeguarding the interests of policyholders and potential policyholders of the insurance group. Certain Other Bermuda Law Considerations.
If it appears to the BMA that a Designated Insurer is in breach of any provision of the Insurance Act or the Group Rules, the BMA may give the Designated Insurer such directions as appear to the BMA to be desirable for safeguarding the interests of policyholders and potential policyholders of the insurance group. Certain Other Bermuda Law Considerations.
However, when exercising their discretion, the underwriters take into account key considerations, some of which may include the following: • the type and level of risk assumed; 57 Table of contents • the nature of the insured’s operations; • the pricing of the policy submitted and the pricing trend of similar policies in the market; • the quality and specifications of the insured’s assets; • the insured’s risk management program, if necessary, and, if required, surveys to be conducted on the insured’s assets and operations; • the adequacy of the insured’s credit rating; • the general terms and conditions of the policy submitted, with a preference for standard market wordings and clauses; • the insured’s loss record, including the record of the insured’s losses divided by total premiums (“Burn Cost Analysis”); • the experience of the underwriters from their prior dealings with the insured, broker or ceding company, as applicable; • the experience and reputation of the broker submitting the risk; • the legal and general economic conditions of the insured’s country of domicile; • the insured’s geographical location and trading territories; • the adequacy of available reinsurance coverage, including coverage for catastrophe and the total combined risks that could be involved in a single loss event; • our catastrophic aggregation capacity; and • the approval of the broker by the compliance department according to the onboarding policy and the necessary sanctions screening.
However, when exercising their discretion, the underwriters take into account key considerations, some of which may include the following: • the type and level of risk assumed; • the nature of the insured’s operations; • the pricing of the policy submitted and the pricing trend of similar policies in the market; • the quality and specifications of the insured’s assets; • the insured’s risk management program, if necessary, and, if required, surveys to be conducted on the insured’s assets and operations; • the adequacy of the insured’s credit rating; • the general terms and conditions of the policy submitted, with a preference for standard market wordings and clauses; • the insured’s loss record, including the record of the insured’s losses divided by total premiums (“Burn Cost Analysis”); • the experience of the underwriters from their prior dealings with the insured, broker or ceding company, as applicable; • the experience and reputation of the broker submitting the risk; • the legal and general economic conditions of the insured’s country of domicile; • the insured’s geographical location and trading territories; • the adequacy of available reinsurance coverage, including coverage for catastrophe and the total combined risks that could be involved in a single loss event; • our catastrophic aggregation capacity; and • the approval of the broker by the compliance department according to the onboarding policy and the necessary sanctions screening.
Taxation risk: The risk that we do not understand, plan for and manage our tax obligations is assessed and managed as operational risk. There is a residual risk that changes in taxation could impact our ability to operate profitably in some jurisdictions or some lines of business.
There is a residual risk that changes in regulation could impact our ability to operate profitably in some jurisdictions or some lines of business. Taxation risk: The risk that we do not understand, plan for and manage our tax obligations is assessed and managed as operational risk.
This requires all registrants to develop a cyber risk policy which is to be delivered pursuant to an operational cyber risk management program and appoint an appropriately qualified member of staff or outsourced resource to the role of Chief Information Security Officer (CISO). The role of the CISO is to deliver the operational cyber risk management program.
This requires all registrants to develop a cyber risk policy which is to be delivered pursuant to an operational cyber risk management program and appoint an appropriately qualified member of staff or outsourced resource to the role of Chief Information Security Officer (“CISO”). The role of the CISO is to deliver the operational cyber risk management program.
Our investments include a sizeable portfolio of high quality and diversified fixed income securities, term deposits and to a lesser extent a modest allocation to equities, mutual funds and real estate holdings. 61 Table of contents The following charts show the percentage breakdown of our investment assets by class as of December 31, 2024 and 2023: For additional information regarding our investments, see “ Operating and Financial Review and Prospects — Investments. ” Reinsurance We follow a common industry practice of reinsuring a portion of our exposures and paying to reinsurers a portion of the premiums received on the policies that we write.
Our investments include a sizeable portfolio of high quality and diversified fixed income securities, term deposits and to a lesser extent a modest allocation to equities, mutual funds and real estate holdings. 61 Table of contents The following charts show the percentage breakdown of our investment assets by class as of December 31, 2025 and 2024: For additional information regarding our investments, see “ Operating and Financial Review and Prospects — Investments. ” Reinsurance We follow a common industry practice of reinsuring a portion of our exposures and paying to reinsurers a portion of the premiums received on the policies that we write.
The execution of our integrated risk management strategy is based on: • the establishment and maintenance of an internal control and risk management system based on a three lines of defense approach to the allocation of responsibilities between risk accepting units (first line), risk 58 Table of contents management activity and oversight from other central control functions (second line) and independent assurance (third line); • identifying material risks to the achievement of our objectives including emerging risks; • the articulation of our risk appetite and a suite of key risk limits for each material component of risk where appropriate; • the cascading of risk appetite and key risk limits for material risks to each operating subsidiary and, where appropriate, risk accepting business units; • measuring, monitoring, managing and reporting risk positions and trends; • the use, subject to an understanding of their limitations, of a range of deterministic and stochastic modelling techniques to test the risk and capital implications of strategic and tactical business decisions; and • stress and scenario testing designed to help us better understand and develop contingency plans for the potential effects of extreme events or combinations of events on capital adequacy and liquidity.
The execution of our integrated risk management strategy is based on: • the establishment and maintenance of an internal control and risk management system based on a three lines of defense approach to the allocation of responsibilities between risk accepting units (first line), risk management activity and oversight from other central control functions (second line) and independent assurance (third line); • identifying material risks to the achievement of our objectives including emerging risks; • the articulation of our risk appetite and a suite of key risk limits for each material component of risk where appropriate; • the cascading of risk appetite and key risk limits for material risks to each operating subsidiary and, where appropriate, risk accepting business units; • measuring, monitoring, managing and reporting risk positions and trends; • the use, subject to an understanding of their limitations, of a range of deterministic and stochastic modelling techniques to test the risk and capital implications of strategic and tactical business decisions; and • stress and scenario testing designed to help us better understand and develop contingency plans for the potential effects of extreme events or combinations of events on capital adequacy and liquidity.
The quarterly group financial returns consist of (a) quarterly unaudited (consolidated) group financial statements for each financial quarter (which must minimally include a balance sheet and income statement and must also be the most recent produced by the group and not reflect a financial position that exceeds two months) and (b) a list and details of material intra-group transactions and risk concentrations (including, where applicable, exposure value (face value and market value, if the latter is available), counterparties involved (including their location), summary details of the purpose, terms, costs, duration and performance triggers relating to the transaction), details surrounding all intra-group reinsurance and retrocession arrangements (including aggregated values of the exposure limits by counterparties, aggregated premium flows and the proportion of the group’s insurance business exposure covered by internal reinsurance, retrocession and other risk transfer arrangements) and details of the ten largest exposures to unaffiliated counterparties and any other unaffiliated counterparty exposures (or series of linked unaffiliated counterparty exposures) exceeding 10% of the insurance group’s statutory capital and surplus.
The quarterly group financial returns consist of (a) quarterly unaudited (consolidated) group financial statements for each financial quarter (which must minimally include a balance sheet and income statement and must also be the most recent produced by the group and not reflect a financial position that exceeds two months) and (b) a list and details of material intra-group transactions and risk concentrations (including, where applicable, exposure value (face value and market value, if the latter is available), counterparties involved (including their location), summary details of the purpose, terms, costs, duration and performance triggers relating to the transaction), details surrounding all intra-group reinsurance and retrocession arrangements (including aggregated values of the exposure limits by 67 Table of contents counterparties, aggregated premium flows and the proportion of the group’s insurance business exposure covered by internal reinsurance, retrocession and other risk transfer arrangements) and details of the ten largest exposures to unaffiliated counterparties and any other unaffiliated counterparty exposures (or series of linked unaffiliated counterparty exposures) exceeding 10% of the insurance group’s statutory capital and surplus.
Without a reason acceptable to the BMA, an insurer may not terminate the appointment of its principal representative, and the principal representative may not cease to act as such, unless 30 days’ notice in writing to the Authority is given of the intention to do so.
Without a reason acceptable to the BMA, an insurer may not terminate the appointment of its principal representative, and the principal representative may not cease to act as such, unless 30 days’ notice in writing to the BMA is given of the intention to do so.
The BMA may, among other things, direct an insurer, for itself and in its capacity as designated insurer of the insurance group of which it is a member, 74 Table of contents (a) not to take on any new insurance business, (b) not to vary any insurance contract if the effect would be to increase the insurer’s liabilities, (c) not to make certain investments, (d) to realize certain investments, (e) to maintain in, or transfer to the custody of, a specified bank, certain assets, (f) not to declare or pay any dividends or other distributions or to restrict the making of such payments, (g) to limit its premium income, (h) not to enter into specified transactions with any specified person or persons of a specified class, (i) to provide such written particulars relating to the financial circumstances of the insurer as the BMA thinks fit, (j) (as an individual insurer only and not in its capacity as designated insurer) to obtain the opinion of a loss reserve specialist and submit it to the BMA, and/or (k) to remove a controller or officer.
The BMA may, among other things, direct an insurer, for itself and in its capacity as designated insurer of the insurance group of which it is a member, (a) not to take on any new insurance business, (b) not to vary any insurance contract if the effect would be to increase the insurer’s liabilities, (c) not to make certain investments, (d) to realize certain investments, (e) to maintain in, or transfer to the custody of, a specified bank, certain assets, (f) not to declare or pay any dividends or other distributions or to restrict the making of such payments, (g) to limit its premium income, (h) not to enter into specified transactions with any specified person or persons of a specified class, (i) to provide such written particulars relating to the financial circumstances of the insurer as the BMA thinks fit, (j) (as an individual insurer only and not in its capacity as designated insurer) to obtain the opinion of a loss reserve specialist and submit it to the BMA, and/or (k) to remove a controller or officer.
For the purposes of the Insurance Act, the following changes are material: (i) the transfer or acquisition of insurance business being part of a scheme falling under section 25 of the Insurance Act or section 99 of the Companies Act, (ii) the amalgamation with or acquisition of another firm, (iii) engaging in unrelated business that is retail business, (iv) the acquisition of a controlling interest in an undertaking that is engaged in non-insurance business which offers services and products to persons who are not affiliates of the insurer, (v) outsourcing all or substantially all of the company’s actuarial, risk 73 Table of contents management, compliance or internal audit functions, (vi) outsourcing all or a material part of an insurer’s underwriting activity, (vii) the transfer, other than by way of reinsurance, of all or substantially all of a line of business, (viii) the expansion into a material new line of business, (ix) the sale of an insurer, and (x) outsourcing of an officer role.
For the purposes of the Insurance Act, the following changes are material: (i) the transfer or acquisition of insurance business being part of a scheme falling under section 25 of the Insurance Act or section 99 of the Companies Act, (ii) the amalgamation with or acquisition of another firm, (iii) engaging in unrelated business that is retail business, (iv) the acquisition of a controlling interest in an undertaking that is engaged in non-insurance business which offers services and products to persons who are not affiliates of the insurer, (v) outsourcing all or substantially all of the company’s actuarial, risk management, compliance or internal audit functions, (vi) outsourcing all or a material part of an insurer’s underwriting activity, (vii) the transfer, other than by way of reinsurance, of all or substantially all of a line of business, (viii) the expansion into a material new line of business, (ix) the sale of an insurer, and (x) outsourcing of an officer role.
A Cyber Reporting Event includes any act that results in the unauthorised access to, disruption, or misuse of electronic systems or information stored on such systems of an insurer, including breach of security leading to the loss or unlawful destruction or unauthorised disclosure of or access to such systems or information where there is a likelihood of an adverse impact to policyholders, clients or the insurer’s insurance business, or an event that has occurred for which notice is required to be provided to a regulatory body or government agency.
A Cyber Reporting Event includes any act that results in the unauthorized access to, disruption, or misuse of electronic systems or information stored on such systems of an insurer, including breach of security leading to the loss or unlawful destruction or unauthorized disclosure of or access to such systems or information where there is a likelihood of an adverse impact to policyholders, clients or the insurer’s insurance business, or an event that has occurred for which notice is required to be provided to a regulatory body or government agency.
In addition, a Class 3B insurer is prohibited from declaring or paying in any financial year dividends of more than 25% of its total statutory capital and surplus (as shown on its previous financial year’s statutory balance sheet) unless it files (at least seven days before payment of such dividends) with the BMA an affidavit signed by at least two directors (one of whom must be a Bermuda resident director if any of the insurer’s directors are resident in Bermuda) and the principal representative stating that it will continue to meet its solvency margin and minimum liquidity ratio.
In addition, a Class 3B insurer is prohibited from declaring or paying in any financial year dividends of more than 25% of its total statutory capital and surplus (as shown on its previous financial year’s statutory balance sheet) unless it files (at least seven days before payment of such dividends) with the BMA an affidavit signed by at least two directors (one 71 Table of contents of whom must be a Bermuda resident director if any of the insurer’s directors are resident in Bermuda) and the principal representative stating that it will continue to meet its solvency margin and minimum liquidity ratio.
A Class 3B insurer is required to prepare and submit to the BMA, on an annual basis within four months from the end of the relevant financial year (unless specifically extended with the approval of the BMA), audited statutory financial statements and financial statements which have been prepared under generally accepted accounting principles or international financial reporting standards (“GAAP financial statements”).
A Class 3B insurer is required to prepare and submit to the BMA, on an annual basis within four months from the end of the relevant financial year (unless specifically extended with the approval of the BMA), audited statutory financial statements and financial statements which have been prepared under generally accepted accounting principles or international financial reporting standards.
Where neither the shares of the insurer nor the shares of its parent company (if any) are traded on any stock exchange, the Insurance Act prohibits a person who is a shareholder controller of a Class 3B insurer from reducing or disposing of his holdings where the proportion of voting rights held by the shareholder controller in the insurer will reach or fall below 10%, 20%, 33% or 50%, as the case may be, unless that shareholder controller has served on the BMA a notice in writing stating that he intends to reduce or dispose of such holding.
Where neither the shares of the insurer nor the shares of its parent company (if any) are traded on any stock exchange, the Insurance Act prohibits a 72 Table of contents person who is a shareholder controller of a Class 3B insurer from reducing or disposing of his holdings where the proportion of voting rights held by the shareholder controller in the insurer will reach or fall below 10%, 20%, 33% or 50%, as the case may be, unless that shareholder controller has served on the BMA a notice in writing stating that he intends to reduce or dispose of such holding.
A Class 3B insurer seeking to reduce its statutory capital by 15% or more, as set out in its previous year’s financial statements, is also required to submit an affidavit signed by at least two directors (one of whom must be a 70 Table of contents Bermuda resident director if any of the insurer’s directors are resident in Bermuda) and the principal representative stating that the proposed reduction will not cause the insurer to fail its relevant margins and such other information as the BMA may require.
A Class 3B insurer seeking to reduce its statutory capital by 15% or more, as set out in its previous year’s financial statements, is also required to submit an affidavit signed by at least two directors (one of whom must be a Bermuda resident director if any of the insurer’s directors are resident in Bermuda) and the principal representative stating that the proposed reduction will not cause the insurer to fail its relevant margins and such other information as the BMA may require.
We underwrite a portfolio of predominantly operating risks in the onshore energy sector, with an emphasis on operators and companies with proven track records and strong risk management policies, with a geographically diversified portfolio. Our clients in the downstream energy line of business include petrochemical operators, oil refineries, utilities, independent power producer (IPP) companies and energy pipeline operators.
We underwrite a portfolio of predominantly operating risks in the onshore energy sector, with an emphasis on operators and companies with proven track records and strong risk management policies, with a geographically diversified portfolio. Our clients in the downstream energy line of business include petrochemical operators, oil refineries, utilities, independent power producer (“IPP”) companies and energy pipeline operators.
Our business profile including our well-diversified and profitable book of business, along with our strong capitalization, among other factors, led to “A” (Excellent)/Stable and “A-”/Stable ratings by A.M. Best and S&P, respectively. We have a thorough reserving adequacy assessment process designed and overseen by qualified internal actuaries.
Our business profile including our well-diversified and profitable book of business, along with our strong capitalization, among other factors, led to “A” (Excellent)/Stable and “A”(Strong)/Stable ratings by A.M. Best and S&P, respectively. We have a thorough reserving adequacy assessment process designed and overseen by qualified internal actuaries.
Once the BMA has been designated as group supervisor, the Designated Insurer must ensure that the insurance group of which it is a member appoints (i) an individual approved by the BMA who is qualified as a group actuary to provide an opinion on the insurance group’s insurance technical provisions in accordance with the requirements of Schedule XIV “Group Statutory Economic Balance Sheet” of the Insurance (Prudential Standards) (Insurance Group Solvency Requirement) Rules 2011 and (ii) an auditor approved by the BMA to audit the financial statements of the group.
Once the BMA has been designated as group supervisor, the Designated Insurer or the Designated Holding Company must ensure that the insurance group of which it is a member appoints (i) an individual approved by the BMA who is qualified as a group actuary to provide an opinion on the insurance group’s insurance technical provisions in accordance with the requirements of Schedule XIV “Group Statutory Economic Balance Sheet” of the Insurance (Prudential Standards) (Insurance Group Solvency Requirement) Rules 2011 and (ii) an auditor approved by the BMA to audit the financial statements of the group.
We have a strong presence in major energy insurance hubs, namely the United Kingdom, Norway, the United Arab Emirates and Malaysia. Our clients in the upstream energy line of business include major oil and gas corporations, national and state-owned oil and gas operations, independent oil and gas companies, integrated energy companies, contractors and service industry companies.
We have a strong presence in major energy insurance hubs, namely the UK, Norway, the United Arab Emirates and Malaysia. Our clients in the upstream energy line of business include major oil and gas corporations, national and state-owned oil and gas operations, independent oil and gas companies, integrated energy companies, contractors and service industry companies.
The onshored Solvency II measure of required capital, the SCR, is calibrated using the Value at Risk (VaR) of the basic own funds of an insurance or reinsurance undertaking subject to a confidence level of 99.5% over a one-year year period, with a minimum of £3.5 million.
The onshored Solvency II measure of required capital, the SCR, is calibrated using the Value at Risk (“VaR”) of the basic own funds of an insurance or reinsurance undertaking subject to a confidence level of 99.5% over a one-year year period, with a minimum of £3.5 million.
Any person who contravenes the Insurance Act by failing to give notice or knowingly becoming a controller of any description before the required 45 days has elapsed is guilty of an offence and liable to a fine of $25,000 on summary conviction.
Any person who contravenes the Insurance Act by failing to give notice or knowingly becoming a controller of any description before the required 45 days (as applicable) has elapsed is guilty of an offence and liable to a fine of $25,000 on summary conviction.
Examples of a reportable “event” include a failure by the insurance group or any member of the group to comply substantially with a requirement imposed upon it under the Group Rules relating to its solvency position, governance and risk management or supervisory reporting and disclosures; failure by the Designated Insurer to comply (or facilitate compliance by the group) with a direction given to it under the Insurance Act or the Group Rules in respect of the group or any of its members; a criminal conviction imposed upon any member of the group whether in Bermuda or abroad; material breaches of any statutory requirements by any member of the group located outside of Bermuda that could lead to supervisory or enforcement action by a competent authority; or a significant loss that is reasonably likely to cause the insurance group to be unable to comply with its Group ECR.
Examples of a reportable “event” include a failure by the insurance group or any member of the group to comply substantially with a requirement imposed upon it under the Group Rules relating to its solvency position, governance and risk management or supervisory reporting and disclosures; failure by the Designated Insurer and/or the Designated Holding Company (as applicable) to comply (or facilitate compliance by the group) with a direction given to it under the Insurance Act or the Group Rules in respect of the group or any of its members; a criminal conviction imposed upon any member of the group whether in Bermuda or abroad; material breaches of any statutory requirements by any member of the group located outside of Bermuda that could lead to supervisory or enforcement action by a competent authority; or a significant loss that is reasonably likely to cause the insurance group to be unable to comply with its Group ECR.
An officer in relation to a registered insurer or parent company of an insurance group means a director, chief executive or senior executive performing duties of underwriting, actuarial, risk management, compliance, internal audit, finance or investment matters. Notification of Cyber Reporting Events.
An officer in relation to a registered insurer, parent company of an insurance group or Designated Holding Company means a director, chief executive or senior executive performing duties of underwriting, actuarial, risk management, compliance, internal audit, finance or investment matters. Notification of Cyber Reporting Events.
Where the BMA has previously approved the use of certain instruments for capital purposes, the BMA’s consent will need to be obtained if such instruments are to remain eligible for use in satisfying the MSM and the ECR. 69 Table of contents Code of Conduct.
Where the BMA has previously approved the use of certain instruments for capital purposes, the BMA’s consent will need to be obtained if such instruments are to remain eligible for use in satisfying the MSM and the ECR. 70 Table of contents Code of Conduct.
We cover the full life-cycle of a renewable energy project, namely construction, marine and inland transit, operational and decommissioning, including associated loss of revenues, liabilities, as well as natural catastrophe risks. We write business on a worldwide basis. Property Our property business represented approximately 14.6% and 14.4% of our GWP for the years ended December 31, 2024 and 2023, respectively.
We cover the full life-cycle of a renewable energy project, namely construction, marine and inland transit, operational and decommissioning, including associated loss of revenues, liabilities, as well as natural catastrophe risks. We write business on a worldwide basis. Property Our property business represented approximately 14.6% and 14.6% of our GWP for the years ended December 31, 2025 and 2024, respectively.
In addition, the insurance group must publish a report on any significant event occurring after the Filing Date on its website within 30 days of submitting the report to the Authority (or by such other date agreed by the Authority).
In addition, the insurance group must publish a report on any significant event occurring after the Filing Date on its website within 30 days of submitting the report to the BMA (or by such other date agreed by the BMA).
The SM&CR seeks to ensure that senior persons who are effectively running insurance firms, or who have responsibility for other key functions 77 Table of contents at those firms, meet standards of fitness and propriety for acting with integrity, honesty and skill and that there is a clear allocation of responsibilities between senior managers. Insurance Distribution Directive.
The SM&CR seeks to ensure that senior persons who are effectively running insurance firms, or who have responsibility for other key functions at those firms, meet standards of fitness and propriety for acting with integrity, honesty and skill and that there is a clear allocation of responsibilities between senior managers. Insurance Distribution Directive.
In particular, the Parent Board must: a. include such number of independent directors without executive responsibility for the management of the business of the group as the board considers appropriate, subject to the power of the Authority to review and require the addition of independent directors as it may deem appropriate (such independence to be determined by reference to the rules of an appointed stock exchange as defined in the Companies Act 1981); b. establish and maintain, annually, policies and procedures that address adequately actual or potential conflicts of interest; c. establish and maintain sufficient committees to allow for the effective discharge of the Parent Board’s responsibilities; d. review the membership of the board and its committees and the composition of the chief and senior executives of the group no less frequently than every three years (and upon any material change in the business activities or risk profile of the group); e. oversee implementation by the group’s senior executives of group operational objectives and strategies in light of the group’s stated risk tolerance and appetite, group structure and material risks; f. oversee the effective management of the group’s business in a sound and prudent manner with integrity and the professional skills appropriate to the nature and scale of its activities; g. review annually the group’s solvency self-assessment and any changes; h. confirm that the group’s communications structure facilities the effective communication of the statutory obligations of the group and its members under Bermuda law; and 72 Table of contents i. select a competent chief executive who is fit and proper and has the requisite knowledge, skills, expertise and resources given the nature, scale and complexity of the group’s operations and, with respect to that person, establish roles and responsibilities, giving due regard to the potential for conflicts of interests, review and approve cash, non-cash and incentive compensation, evaluate at least annually performance and address in a timely manner any deficiencies in performance.
In particular, the Parent Board must: a. include such number of independent directors without executive responsibility for the management of the business of the group as the board considers appropriate, subject to the power of the BMA to review and require the addition of independent directors as it may deem appropriate (such independence to be determined by reference to the rules of an appointed stock exchange as defined in the Companies Act 1981) (which includes the Nasdaq Capital Market, the “appointed stock exchange”); b. establish and maintain, annually, policies and procedures that address adequately actual or potential conflicts of interest; c. establish and maintain sufficient committees to allow for the effective discharge of the Parent Board’s responsibilities; d. review the membership of the board and its committees and the composition of the chief and senior executives of the group no less frequently than every three years (and upon any material change in the business activities or risk profile of the group); 73 Table of contents e. oversee implementation by the group’s senior executives of group operational objectives and strategies in light of the group’s stated risk tolerance and appetite, group structure and material risks; f. oversee the effective management of the group’s business in a sound and prudent manner with integrity and the professional skills appropriate to the nature and scale of its activities; g. review annually the group’s solvency self-assessment and any changes; h. confirm that the group’s communications structure facilities the effective communication of the statutory obligations of the group and its members under Bermuda law; and i. select a competent chief executive who is fit and proper and has the requisite knowledge, skills, expertise and resources given the nature, scale and complexity of the group’s operations and, with respect to that person, establish roles and responsibilities, giving due regard to the potential for conflicts of interests, review and approve cash, non-cash and incentive compensation, evaluate at least annually performance and address in a timely manner any deficiencies in performance.
In some cases, there can be disputes with reinsurers over their contractual obligations and their understanding of our maximum liability for the underlying insurance policy which is being reinsured. Insurers can seek to avoid reinsurance policies for a variety of reasons, including allegations that they did not appreciate 81 Table of contents our maximum liability.
In some cases, there can be disputes with reinsurers over their contractual obligations and their understanding of our maximum liability for the underlying insurance policy which is being reinsured. Insurers can seek to avoid reinsurance policies for a variety of reasons, including allegations that they did not appreciate our maximum liability.
Where the Authority has approved a group internal capital model to be used by an insurance group in substitution of the group BSCR model, a printed version of such group internal capital model must be included in the annual group capital and solvency return.
Where the BMA has approved a group internal capital model to be used by an insurance group in substitution of the group BSCR model, a printed version of such group internal capital model must be included in the annual group capital and solvency return.
Every report on a significant event filed by the Designated Insurer must include a declaration, signed by the chief executive of the insurance group’s parent company and any chief risk officer or chief financial officer of the insurance group’s parent company, that to the best of their knowledge and belief, the report fairly represents the financial condition of the insurance group in all material respects.
Every report on a significant event filed by the Designated Insurer or Designated Holding Company must include a declaration, signed by the chief executive of the insurance group’s parent company or Designated Holding Company (as applicable) and any chief risk officer or chief financial officer of the insurance group’s parent company or Designated Holding Company (as applicable), that to the best of their knowledge and belief, the report fairly represents the financial condition of the insurance group in all material respects.
The information contained on these websites does not form a part of, and is not incorporated by reference into, this annual report. Money Laundering and Financial Crime Regime in the UAE IGI Dubai Subsidiary is registered in the DIFC and is subject to DFSA supervision for the purpose of anti-money laundering compliance in the DIFC.
The information contained on these websites does not form a part of, and is not incorporated by reference into, this annual report. 80 Table of contents Money Laundering and Financial Crime Regime in the UAE IGI Dubai Subsidiary is registered in the DIFC and is subject to DFSA supervision for the purpose of anti-money laundering compliance in the DIFC.
The Group Rules require the board of the parent company of the insurance group (the “Parent Board”) to establish written solvency self-assessment procedures for the group that factors in all the reasonably foreseeable material risks.
Group Solvency Self-Assessment ( “ GSSA ” ). The Group Rules require the board of the parent company of the insurance group (the “Parent Board”) to establish written solvency self-assessment procedures for the group that factors in all the reasonably foreseeable material risks.
Dubai Financial Services Authority (“ DFSA ”) The DFSA is a financially and administratively independent body that was established on September 13, 2004 by Law No. (9) of 2004 issued by the Ruler of Dubai. The DFSA acts as the independent financial regulator in the DIFC, supervising regulated companies and monitoring their compliance with applicable laws and regulations.
DFSA The DFSA is a financially and administratively independent body that was established on September 13, 2004 by Law No. (9) of 2004 issued by the Ruler of Dubai. The DFSA acts as the independent financial regulator in the DIFC, supervising regulated companies and monitoring their compliance with applicable laws and regulations.
IGI Labuan obtained the approval of the Labuan Financial Services Authority to engage the Labuan FSA’s Shariah Supervisory Council as its internal Shariah advisory board, which is permitted under the Directive on Islamic Financial Business in Labuan International Offshore Financial Center. MFSA requirements Following its acquisition in June 2021, IGI Europe is subject to regulation by the MFSA.
IGI Labuan obtained the approval of the Labuan FSA to engage the Labuan FSA’s Shariah Supervisory Council as its internal Shariah advisory board, which is permitted under the Directive on Islamic Financial Business in Labuan International Offshore Financial Center. MFSA requirements Following its acquisition in June 2021, IGI Europe is subject to regulation by the MFSA.
In addition, our reinsurance coverage is highly tailored according to the underlying exposure. Scalable technology-enabled operating platform Operating a technology-enabled platform utilizing a “hub-approach” of maintaining an operational headquarters in Amman, Jordan has enabled us to optimize our cost base by offering cost-efficient central services.
In addition, our reinsurance coverage is highly tailored according to the underlying exposure. 51 Table of contents Scalable technology-enabled operating platform Operating a technology-enabled platform utilizing a “hub-approach” of maintaining an operational headquarters in Amman, Jordan has enabled us to optimize our cost base by offering cost-efficient central services.
We have rigorous acceptance criteria for our underwriting risk, and will exit or reduce exposures in lines of business or client types that do not perform in accord with our expectations. Each risk submitted to an underwriter is assessed on its own merits.
We have rigorous acceptance criteria for our underwriting risk, and will exit or reduce exposures in lines of business or client types that do not perform in accord with our expectations. 57 Table of contents Each risk submitted to an underwriter is assessed on its own merits.
A full reconciliation between the onshored Solvency II and UK GAAP bases is provided in the annual Solvency & Financial Condition Report published on IGI’s website ( www.iginsure.com ).
A full reconciliation between the onshored Solvency II and UK GAAP basis is provided in the annual Solvency & Financial Condition Report published on IGI’s website ( www.iginsure.com ).
We have invested in 51 Table of contents technology that has identifiable benefits for our business across underwriting, actuarial, risk, capital and pricing functions among others. This focus on technology has enhanced our approach to clients, brokers and regulators, allowing for greater ease of doing business and transparency.
We have invested in technology that has identifiable benefits for our business across underwriting, actuarial, risk, capital and pricing functions among others. This focus on technology has enhanced our approach to clients, brokers and regulators, allowing for greater ease of doing business and transparency.
Business Overview Securityholders should read this section in conjunction with the more detailed information about the Company contained in this annual report, including our audited financial statements and the other information appearing in the section entitled “Operating and Financial Review and Prospects.” 49 Table of contents General We are a highly-rated global provider of specialty insurance and reinsurance solutions in over 200 countries and territories.
Business Overview Securityholders should read this section in conjunction with the more detailed information about the Company contained in this annual report, including our audited financial statements and the other information appearing in the section entitled “Operating and Financial Review and Prospects.” 49 Table of contents General We are a highly-rated global provider of specialty insurance and reinsurance solutions.
In connection therewith, the BMA may require every person who is or was a controller, officer, employee, agent, banker, auditor, accountant, barrister and attorney or insurance manager to make a report and produce such documents in his care, custody and control and to attend before the BMA to answer questions relevant to the BMA’s investigation and to take such actions as the BMA may direct.
In connection therewith, the BMA may require 75 Table of contents every person who is or was a controller, officer, employee, agent, banker, auditor, accountant, barrister and attorney or insurance manager to make a report and produce such documents in his care, custody and control and to attend before the BMA to answer questions relevant to the BMA’s investigation and to take such actions as the BMA may direct.
Marine Cargo Our marine cargo line of business represented approximately 2.6% and 2.6% of our gross written premium for the years ended December 31, 2024 and 2023, respectively. Our marine cargo portfolio covers general cargo, oil, machinery and equipment, project cargo, war on land and freight forwarders.
Marine Cargo Our marine cargo line of business represented approximately 3.2% and 2.6% of our gross written premium for the years ended December 31, 2025 and 2024, respectively. Our marine cargo portfolio covers general cargo, oil, machinery and equipment, project cargo, war on land and freight forwarders.
Below is a summary of our current risk governance arrangements and risk management strategy. We operate an integrated enterprise-wide risk management strategy designed to deliver shareholder value in a sustainable and efficient manner while providing a high level of policyholder protection.
Below is a summary of our current risk governance arrangements and risk management strategy. 58 Table of contents We operate an integrated enterprise-wide risk management strategy designed to deliver shareholder value in a sustainable and efficient manner while providing a high level of policyholder protection.
Relevant UAE criminal laws include, but are not limited to, Federal Law No. 20 of 2018 regarding 79 Table of contents combating money laundering and terrorist financing, Federal Law No. 7 of 2014 regarding combating terrorism offenses, the implementing regulations under those laws and the UAE Penal Code.
Relevant UAE criminal laws include, but are not limited to, Federal Law No. 20 of 2018 regarding combating money laundering and terrorist financing, Federal Law No. 7 of 2014 regarding combating terrorism offenses, the implementing regulations under those laws and the UAE Penal Code.
Jordan Our subsidiary, IGI Underwriting, which is based in Amman, Jordan, is subject to regulation of the Insurance Supervision Department of Central Bank of Jordan. The Insurance Supervision Department replaced the Insurance 80 Table of contents Commission of Jordan pursuant to the restructuring of Institutions and Government Departments Law No 17 of 2014, Article D.
Jordan Our subsidiary, IGI Underwriting, which is based in Amman, Jordan, is subject to regulation of the Insurance Supervision Department of Central Bank of Jordan. The Insurance Supervision Department replaced the Insurance Commission of Jordan pursuant to the restructuring of Institutions and Government Departments Law No 17 of 2014, Article D.
All other risks, including liquidity, credit, currency, regulatory and operational risks, are classified as non-core. We seek, to the extent we regard as reasonably practicable and economically viable, to avoid or minimize our exposure to non-core risks. Marketing and Distribution We source our business primarily through brokers, with 64.1% of 2024 premiums coming from five producing brokers.
All other risks, including liquidity, credit, currency, regulatory and operational risks, are classified as non-core. We seek, to the extent we regard as reasonably practicable and economically viable, to avoid or minimize our exposure to non-core risks. Marketing and Distribution We source our business primarily through brokers, with 62.1% of 2025 premiums coming from five producing brokers.
IGI UK’s draft financial statements for the year ended December 31, 2024 also reflect the foregoing capital adequacy and solvency margin requirements, as well as IGI UK’s actual statutory capital surplus, which exceeded Solvency II regulatory requirements by 49%. Dubai International Financial Centre (“DIFC”) IGI Dubai, our wholly owned subsidiary, is currently organized under the laws of the DIFC.
IGI UK’s draft financial statements for the year ended December 31, 2025 also reflect the foregoing capital adequacy and solvency margin requirements, as well as IGI UK’s actual statutory capital surplus, which exceeded Solvency II regulatory requirements by 68%. Dubai International Financial Centre (“DIFC”) IGI Dubai, our wholly owned subsidiary, is currently organized under the laws of the DIFC.
We intentionally expose the Company to core risks with a view to generating shareholder value but seek to manage the resulting volatility in our earnings and financial condition within the limits defined by our risk appetite. 59 Table of contents However, these core risks are intrinsically difficult to measure and manage and we may not, therefore, be successful in this respect.
We intentionally expose the Company to core risks with a view to generating shareholder value but seek to manage the resulting volatility in our earnings and financial condition within the limits defined by our risk appetite. However, these core risks are intrinsically difficult to measure and manage and we may not, therefore, be successful in this respect.
Where the BMA determines that it should act as the group supervisor, it shall designate a specified insurer that is a member of the insurance group to be the designated insurer (the “Designated Insurer”) and it shall give to the Designated Insurer and other applicable insurance regulatory authority written notice of its intention to act as group supervisor.
Where the BMA is, or determines that it should act as the group supervisor, it shall designate a specified insurer that is a member of the insurance group to be the designated insurer (the “Designated Insurer”) and it shall give to the Designated Insurer and other applicable insurance regulatory authority written notice that it is the group supervisor.
(4) of 2010 “Instructions of Licensing and Regulating the Business & Responsibilities of the Coverholder.” As a licensed offshore entity, IGI Underwriting is required to update certain information with the Insurance Supervision Department annually to renew its license.
(4) of 2010 “Instructions of Licensing and Regulating the Business & Responsibilities of the Coverholder”. As a licensed offshore entity, IGI Underwriting is required to update certain information with the Insurance Supervision Department annually to renew its license.
IGI Labuan obtained the approval of the Labuan FSA to engage the Labuan Financial Services Authority’s Shariah Supervisory Council as its internal Shariah advisory board, which is permitted under the Directive on Islamic Financial Business in the Labuan International Offshore Financial Center.
IGI Labuan obtained the approval of the Labuan FSA to engage the Labuan FSA’s Shariah Supervisory Council as its internal Shariah advisory board, which is permitted under the Directive on Islamic Financial Business in the Labuan International Offshore Financial Center.
Passporting is the exercise of the right available to a firm authorised in one EEA member state to carry on certain activities covered by an EU single market directive in another EEA member state, on the basis of its home state authorisation. For firms based in the UK, this meant the loss of access to EU markets.
Passporting is the exercise of the right available to a firm authorized in one EEA member state to carry on certain activities covered by an EU single market directive in another EEA member state, on the basis of its home state authorization. For firms based in the UK, this meant the loss of access to EU markets.
Long-standing relationships with key brokers Our longstanding relationships with brokers, and ultimately clients, enable us to receive a regular and sizeable flow of our preferred business. We source almost all of our business through brokers, with our top five international brokers producing 64% of our premiums in the year ended December 31, 2024.
Long-standing relationships with key brokers Our longstanding relationships with brokers, and ultimately clients, enable us to receive a regular and sizeable flow of our preferred business. We source almost all of our business through brokers, with our top five international brokers producing 62% of our premiums in the year ended December 31, 2025.
These reserves include estimates of the cost of the claims reported to us (case reserves) and estimates of the cost of claims that have been incurred but not yet reported (“IBNR”) and are net of estimated related salvage, subrogation recoverables and reinsurance recoverables.
These reserves include estimates of the cost of the claims reported to us (“case reserves”) and estimates of the cost of claims that have been incurred but not yet reported (“IBNR”) and are net of estimated related salvage, subrogation recoverables and reinsurance recoverables.
IGI Dubai Subsidiary IGI Dubai Subsidiary is authorized as a category four entity by the Dubai Financial Services Authority and it operates as a marketing and intermediate office of IGI Bermuda in Dubai. Our Dubai operations constitute our Middle East hub and provide access to the MENA region including the Gulf Cooperation Council markets.
IGI Dubai Subsidiary IGI Dubai Subsidiary is authorized as a category four entity by the DFSA and it operates as a marketing and intermediate office of IGI Bermuda in Dubai. Our Dubai operations constitute our Middle East hub and provide access to the MENA region including the Gulf Cooperation Council markets.
Within 30 days of such notification to the Authority, the Designated Insurer must furnish the Authority with a written report setting out all the particulars of the case that are available to it and within 45 days it must furnish a group capital and solvency return that reflects the Group ECR that has been prepared using post-loss data and unaudited financial statements for such period as the Authority shall require together with a declaration of solvency in respect of those statements.
Within 30 days of such notification to the BMA, the Designated Insurer and/or the Designated Holding Company (as applicable) must furnish the BMA with a written report setting out all the particulars of the case that are available to it and within 45 days it must furnish a group capital and solvency return that reflects the Group ECR that has been prepared using post-loss data and unaudited financial statements for such period as the BMA shall require together with a declaration of solvency in respect of those statements.
A company may not declare or pay a dividend, or make a distribution out of contributed surplus, if there are reasonable grounds for believing that: (a) the company is, or would after the payment be, unable to pay its liabilities as they become due; or (b) the realizable value of the company’s assets would thereby be less than its liabilities.
A company may not declare or pay a dividend, or make a distribution out of contributed surplus, if there are reasonable grounds for believing that: (a) the company is, or would after the payment be, unable to pay its liabilities as they become due; or (b) the realizable value of the company’s assets would thereby be less than its liabilities. 76 Table of contents Economic Substance.
The Designated Insurer is required to file with the Authority the group statutory financial statements and the audited group GAAP financial statements with the Authority within 5 months from the end of the relevant financial year (or such longer period, not exceeding eight months, as the Authority may specifically permit).
The Designated Insurer and/or the Designated Holding Company is required to file with the BMA the group statutory financial statements and the audited group GAAP financial statements with the BMA within 5 months from the end of the relevant financial year (or such longer period, not exceeding eight months, as the BMA may specifically permit).
History and Development of the Company General International General Insurance Holdings Ltd. was incorporated on October 28, 2019 under the laws of Bermuda as an exempted company solely for the purpose of effectuating the Business Combination (as defined below), which was consummated on March 17, 2020, at which time we became a public company.
ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company General International General Insurance Holdings Ltd. was incorporated on October 28, 2019 under the laws of Bermuda as an exempted company solely for the purpose of effectuating a business combination, which was consummated on March 17, 2020, at which time we became a public company.
The Group Rules define a “significant event” as an event which in the opinion of the parent board occurred (a) after year-end but before the filing date of the FCR or (b) after the filing date and publication of the FCR, and has or will have a material impact on the information contained in the FCR regarding the insurance group’s operations (including, but not limited to, acquisitions, divestitures, or new lines of business entered into) and occurred (i) after year-end but before the date the FCR was filed and (ii) after the filing date and publication of the FCR. 67 Table of contents Group Solvency Self-Assessment (GSSA).
The Group Rules define a “significant event” as an event which in the opinion of the parent board occurred (a) after year-end but before the filing date of the FCR or (b) after the filing date and publication of the FCR, and has or will have a material impact on the information contained in the FCR regarding the insurance group’s operations (including, but not limited to, acquisitions, divestitures, or new lines of business entered into) and occurred (i) after year-end but before the date the FCR was filed and (ii) after the filing date and publication of the FCR.
The statutory financial statements do not form a part of the public records maintained by the BMA but the GAAP financial statements are available for public inspection. 65 Table of contents Declaration of Compliance.
The statutory financial statements do not form a part of the public records maintained by the BMA but the GAAP financial statements are available for public inspection. Declaration of Compliance.
We have a worldwide focus for our marine liability portfolio. Specialty Short-tail Segment Energy Our energy businesses represented approximately 20.7% and 21.2% of our GWP for the years ended December 31, 2024 and 2023, respectively.
We have a worldwide focus for our marine liability portfolio. Specialty Short-tail Segment Energy Our energy businesses represented approximately 20.7% and 20.7% of our GWP for the years ended December 31, 2025 and 2024, respectively.
IGI Europe’s draft financial statements for the year ended December 31, 2024 also reflect the foregoing capital adequacy and solvency margin requirements, as well as IGI Europe’s actual statutory capital surplus, which exceeded Solvency II regulatory requirements by 157%.
IGI Europe’s draft financial statements for the year ended December 31, 2025 also reflect the foregoing capital adequacy and solvency margin requirements, as well as IGI Europe’s actual statutory capital surplus, which exceeded Solvency II regulatory requirements by 83%.
Both the annual group statutory financial return and the capital and solvency return must be submitted to the Authority by the Designated Insurer within five months after its financial year end (or such longer period, not exceeding eight months, as the Authority may specifically permit) (the “Filing Date”).
Both the annual group statutory financial return and the capital and solvency return must be submitted to the BMA by the Designated Insurer or the Designated Holding Company (as applicable) within five months after its financial year end (or such longer period, not exceeding eight months, as the BMA may specifically permit) (the “Filing Date”).
We cover cargo for physical loss or damage while in transit by air, land or sea for importers, exporters and manufacturers. We have a worldwide focus for our marine cargo portfolio. Contingency Our contingency line of business represented approximately 3.7% and 2.9% of our gross written premium for the years ended December 31, 2024 and 2023, respectively.
We cover cargo for physical loss or damage while in transit by air, land or sea for importers, exporters and manufacturers. We have a worldwide focus for our marine cargo portfolio. Contingency Our contingency line of business represented approximately 5.1% and 3.7% of our gross written premium for the years ended December 31, 2025 and 2024, respectively.
In addition, the BMA may, after consultation with other competent authorities, determine whether an insurance group, for which the BMA is the group supervisor, is an internationally active insurance group under the Insurance Act.
In addition, the BMA may, after consultation with other competent authorities, determine whether an insurance group, for which the BMA is the group supervisor, is an IAIG under the Insurance Act.
Every insurance group is required to prepare and submit, on an annual basis, group financial statements prepared in accordance with either the international financial reporting standards (IFRS) or generally accepted accounting principles (GAAP) that apply in Canada, the United Kingdom or the United States of America (or such other GAAP or international standards as the Authority may recognize), together with group statutory financial statements.
Every insurance group is required to prepare and submit, on an annual basis, group financial statements prepared in accordance with either the international financial reporting standards or generally accepted accounting principles (“GAAP”) that apply in Canada, the UK or the United States of America (or such other GAAP or international standards as the BMA may recognize), together with group statutory financial statements.
Before 71 Table of contents issuing a notice of objection, the BMA is required to serve upon the person concerned a preliminary written notice stating the BMA’s intention to issue formal notice of objection.
Before issuing a notice of objection, the BMA is required to serve upon the person concerned a preliminary written notice stating the BMA’s intention to issue formal notice of objection.
Every group capital and solvency return submitted by a Designated Insurer on behalf of its group must be accompanied by a declaration signed by two directors of the group’s parent company (one of which may be the chief executive) and either the chief risk or chief financial officer of the parent company declaring that, to the best of their knowledge and belief, the return fairly represents the financial condition of the insurance group in all material respects.
Every group capital and solvency return submitted by the Designated Insurer and/or Designated Holding Company on behalf of its group must be accompanied by a declaration signed by two directors of the group’s parent company or Designated Holding Company (as applicable), being the chief executive and either the chief risk or chief financial officer, declaring that, to the best of their knowledge and belief, the return fairly represents the financial condition of the insurance group in all material respects.
We invest these reserves primarily in fixed maturity investments. We manage most of our investment portfolio in-house, with the exception of approximately $23.8 million as of December 31, 2024 which is managed by a third-party investment advisor. Our investment team is responsible for implementing our investment strategy as set by the investment committee established by our management.
We invest these reserves primarily in fixed maturity investments. We manage most of our investment portfolio in-house, with the exception of approximately $25.3 million as of December 31, 2025 which is managed by a third-party investment advisor. Our investment team is responsible for implementing our investment strategy as set by the investment committee established by our management.
IGI Bermuda’s BMA-approved independent auditor is Ernst & Young Bermuda. Non-insurance Business. No Class 3B insurer may engage in non-insurance business unless that non-insurance business is ancillary to its core business.
IGI Bermuda’s BMA-approved independent auditor is Ernst & Young Bermuda. 68 Table of contents Non-insurance Business. No Class 3B insurer may engage in non-insurance business unless that non-insurance business is ancillary to its core business.
Designated Insurers are required to give written notice to the BMA of the fact that a person has become or ceased to be an officer of the parent company of the insurance group within 45 days of becoming aware of such fact.
Designated Insurers and Designated Holding Companies are required to give written notice to the BMA of the fact that a person has become or ceased to be an officer of the parent company of the insurance group or the Designated Holding Company, as applicable, within 45 days of becoming aware of such fact.
A Designated Insurer must immediately notify the Authority upon reaching a view that there is a likelihood of the insurance group or any member of the group becoming insolvent (i.e. breaching a regulatory capital requirement applicable to the insurance group or any member) or if the Designated Insurer knows or has reason to believe that a reportable “event” has occurred.
A Designated Insurer and/or Designated Holding Company (as applicable) must immediately notify the BMA upon reaching a view that there is a likelihood of the insurance group or any member of the group becoming insolvent (i.e. breaching a regulatory capital requirement applicable to the insurance group or any member) or if the Designated Insurer and/or the Designated Holding Company (as applicable) knows or has reason to believe that a reportable “event” has occurred.
The procedures must also be documented, readily available for supervisory review and maintained by the parent company or the Designated Insurer in a form readily accessible to the Authority for a period of five years. Independent Approved Auditor.
The procedures must also be documented, readily available for supervisory review and maintained by the parent company or the Designated Insurer and/or the Designated Holding Company (as applicable) in a form readily accessible to the BMA for a period of five years. Independent Approved Auditor.
Neither the statutory financial return nor the capital and solvency return is available for public inspection. Quarterly Financial Return . A Designated Insurer is required to prepare and file quarterly group financial returns with the Authority on or before the last day of the months May, August and November of each year.
Neither the statutory financial return nor the capital and solvency return is available for public inspection. Quarterly Financial Return . A Designated Insurer and/or a Designated Holding Company (as applicable) is required to prepare and file quarterly group financial returns with the BMA on or before the last day of the months May, August and November of each year.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Net change in unearned premiums Net change in unearned premiums decreased 87.2% from expense of $50.0 million in 2023 to expense of $6.4 million in 2024.
Net change in unearned premiums decreased 87.2% from expense of $50.0 million in 2023 to expense of $6.4 million in 2024.
Net realized gain on investments Net realized gain on investments reflects a net gain of $0.6 million in 2024 compared to a net gain of $6.7 million in 2023. This change was primarily due to a higher realized gain on the sale of equity securities benefiting from positive market conditions in 2023 .
Net realized gain on investments reflects a net gain of $0.6 million in 2024 compared to a net gain of $6.7 million in 2023. This change was primarily due to a higher realized gain on the sale of equity securities benefiting from positive market conditions in 2023 .
Change in allowance for expected credit losses on receivables Change in allowance for expected credit losses on receivables decreased from $2.5 million in 2023 to $1.5 million in 2024 due to the decrease in over 365 days due receivables which carry 100% of ECL allowance.
Change in allowance for expected credit losses on receivables decreased from $2.5 million in 2023 to $1.5 million in 2024 due to the decrease in over 365 days due receivables which carry 100% of ECL allowance.
Net foreign exchange (loss) gain Net foreign exchange loss for the year ended December 31, 2024 was $8.1 million compared to a gain of $5.1 million for the year ended December 31, 2023. During 2024, the Company experienced a negative currency movement in the Company’s major transactional currencies, primarily the Pound Sterling and the Euro, against the U.S. Dollar.
Net foreign exchange loss for the year ended December 31, 2024 was $8.1 million compared to a gain of $5.1 million for the year ended December 31, 2023. During 2024, the Company experienced a negative currency movement in the Company’s major transactional currencies, primarily the Pound Sterling and the Euro, against the U.S. Dollar.
Net policy acquisition expenses Policy acquisition expenses in the specialty short-tail segment increased by 12.5% from $36.0 million in 2023 to $40.5 million in 2024 in line with the growth in premiums written. The net policy acquisition expense ratio for 2024 was 15.8% compared to 15.2% in 2023.
Policy acquisition expenses in the specialty short-tail segment increased by 12.5% from $36.0 million in 2023 to $40.5 million in 2024 in line with the growth in premiums written. The net policy acquisition expense ratio for 2024 was 15.8% compared to 15.2% in 2023.
Net policy acquisition expenses Net policy acquisition expenses in the reinsurance segment increased by 39.7% from $7.8 million in 2023 to $10.9 million in 2024. The net policy acquisition expense ratio for 2024 was 13.5% compared to 14.7% for 2023. The decrease in the net policy acquisition expense ratio was primarily attributable to growth in net premiums earned.
Net policy acquisition expenses in the reinsurance segment increased by 39.7% from $7.8 million in 2023 to $10.9 million in 2024. The net policy acquisition expense ratio for 2024 was 13.5% compared to 14.7% for 2023. The decrease in the net policy acquisition expense ratio was primarily attributable to growth in net premiums earned.
Net cash flows used in financing activities Net cash flows used in financing activities increased from a net cash outflow of $49.1 million for the year ended December 31, 2023 to a net cash outflow of $49.7 million for the year ended December 31, 2024.
Net cash flows used in financing activities increased from a net cash outflow of $49.1 million for the year ended December 31, 2023 to a net cash outflow of $49.7 million for the year ended December 31, 2024.
Specifically, the assessment confirms that the Standard Formula: • captures the full scope of risks to which the Company is exposed and for which the holding of capital is an appropriate response; • is sufficiently sensitive to future changes in the risk profile on both the asset and liabilities side of the balance sheet including the influence of outward reinsurance arrangements; • has been applied in full with no application of undertaking specific parameters, simplifications or transitional measures; and • is applied with an adjustment for the risk absorbing effect of technical provisions and deferred taxes.
Specifically, the assessment confirms that the Standard Formula: • captures the full scope of risks to which the Company is exposed and for which the holding of capital is an appropriate response; • is sufficiently sensitive to future changes in the risk profile on both the asset and liabilities side of the balance sheet including the influence of outward reinsurance arrangements; • has been applied in full with no application of undertaking specific parameters, simplifications or transitional measures; and • is applied with adjustment for the risk absorbing effect of technical provisions and deferred taxes.
This was primarily due to a $11.3 million increase in interest income which was attributable to the rise in interest rates compared in 2024 to 2023 along with a greater amount of funds invested in fixed maturity securities available-for-sale and bank term deposits.
This was primarily due to an $11.3 million increase in interest income which was attributable to the rise in interest rates in 2024 compared to 2023 along with a greater amount of funds invested in fixed maturity securities available-for-sale and bank term deposits.
Out of $20.8 million increase in net written premiums in this segment, 69.2% increase was related to the business incepted in the first half of 2024, which carried lower unearned premiums expense as of the year end 2024.
Of the $20.8 million increase in net written premiums in this segment, 69.2% of the increase was related to the business incepted in the first half of 2024, which carried lower unearned premiums expense as of the year end 2024.
The Solvency Capital Requirement (SCR) for IGI Europe is governed by the Solvency II regime which sets rules governing the level and quality of capital held by an insurer and the capital requirements applicable to that firm.
The SCR for IGI Europe is governed by the Solvency II regime which sets rules governing the level and quality of capital held by an insurer and the capital requirements applicable to that firm.
Sensitivities The following tables show the effect on estimated net reserves for unpaid loss and loss adjustment expenses as at December 31, 2024 of a change in two of the most critical assumptions in establishing reserves: (i) loss emergence patterns, accelerated or decelerated by three and six months; and (ii) expected loss ratios varied by plus or minus ten percent.
Sensitivities The following tables show the effect on estimated net reserves for unpaid loss and loss adjustment expenses as at December 31, 2025 of a change in two of the most critical assumptions in establishing reserves: (i) loss emergence patterns, accelerated or decelerated by three and six months; and (ii) expected loss ratios varied by plus or minus ten percent.
The reserve strengthening will give rise to a charge against profits during that reporting year, reducing the profit for that year, possibly giving rise to an overall loss. Reserve release has the opposite effect. The table below indicates that during each of the years ended December 31, 2024, 2023 and 2022, IGI has recorded reserving releases (item (C)).
The reserve strengthening will give rise to a charge against profits during that reporting year, reducing the profit for that year, possibly giving rise to an overall loss. Reserve release has the opposite effect. The table below indicates that during each of the years ended December 31, 2025, 2024 and 2023, IGI has recorded reserving releases (item (C)).
Research and Development, Patents and Licenses, etc. We had no significant research and development policies or activities for the years ended December 31, 2024, 2023 and 2022. We do not have any patents or licenses that are material for conducting our business, except as described in this annual report. D.
Research and Development, Patents and Licenses, etc. We had no significant research and development policies or activities for the years ended December 31, 2025, 2024 and 2023. We do not have any patents or licenses that are material for conducting our business, except as described in this annual report. D.
For example: • At the time of loss information available regarding the circumstances and the extent of a loss may not be fully known. • It may not be clear whether the circumstances of a loss are covered. • If a legal decision is required to resolve coverage this may take many years. • The actions the insured takes to remediate the loss may affect the eventual loss amount (favorably or unfavorably). • For this purpose, the term “loss” refers to a claim and the direct costs associated with claims settlement.
For example: • At the time of loss information available regarding the circumstances and the extent of a loss may not be fully known. • It may not be clear whether the circumstances of a loss are covered. • If a legal decision is required to resolve coverage this may take many years. • The actions the insured takes to remediate the loss may affect the eventual loss amount (favorably or unfavorably). 105 Table of contents • For this purpose, the term “loss” refers to a claim and the direct costs associated with claims settlement.
We underwrite a diversified portfolio of specialty risks including energy, property, construction and 82 Table of contents engineering, ports and terminals, general aviation, political violence, professional lines (non-U.S.), financial institutions, marine and treaty reinsurance. Our size affords us the ability to be nimble and seek out profitable niches that can generate attractive underwriting results.
We underwrite a diversified portfolio of specialty risks including energy, property, construction and engineering, ports and terminals, general aviation, political violence, professional lines (non-U.S.), financial institutions, marine and treaty reinsurance. Our size affords us the ability to be nimble and seek out profitable niches that can generate attractive underwriting results.
The aim of the bridging process is to restate trended and developed experience for each past year as if it was the experience in the underwriting year. Then the accident year loss ratios are derived by unwinding the underwriting year results by half a year.
The aim of the bridging process is to restate trended and developed experience for each past year as if it were the experience in the underwriting year. Then the accident year loss ratios are derived by unwinding the underwriting year results by half a year.
We do not consider that this unduly restricts our liquidity at this time. 97 Table of contents In 2021, we signed a legally non-binding agreement with the University of California, San Francisco Foundation to contribute an aggregate amount of $1.25 million in five installments over five years to support cancer research projects.
We do not consider that this unduly restricts our liquidity at this time. In 2021, we signed a legally non-binding agreement with the University of California, San Francisco Foundation to contribute an aggregate amount of $1.25 million in five installments over five years to support cancer research projects.
Net policy acquisition expenses are net of ceding commissions received on business ceded under certain reinsurance contracts. 84 Table of contents General and administrative expenses General and administrative expenses is comprised of human resources expenses, business promotion, travel and entertainment expenses, statutory, advisory and rating expenses, information technology and software expenses, office operation expenses, depreciation and amortization, bank charges and board of directors’ expenses.
Net policy acquisition expenses are net of ceding commissions received on business ceded under certain reinsurance contracts. General and administrative expenses General and administrative expenses is comprised of human resources expenses, business promotion, travel and entertainment expenses, statutory, advisory and rating expenses, information technology and software expenses, office operation expenses, depreciation and amortization, bank charges and board of directors’ expenses.
A full reconciliation between the Solvency II and UK GAAP bases is provided in the annual Solvency & Financial Condition Report published on IGI’s website ( www.iginsure.com ).
A full reconciliation between the Solvency II and UK GAAP basis is provided in the annual Solvency & Financial Condition Report published on IGI’s website ( www.iginsure.com ).
IGI Europe’s draft financial statements for the year ended December 31, 2024 and audited financial statements for the years ended December 31, 2023 and 2022 reflect the foregoing capital adequacy and solvency margin requirements, as well as IGI Europe’s actual statutory capital surplus, which exceeded Solvency II regulatory requirements by 157%, 158% and 157% for the years ended December 31, 2024, 2023 and 2022, respectively.
IGI Europe’s draft financial statements for the year ended December 31, 2025 and audited financial statements for the years ended December 31, 2024 and 2023 reflect the foregoing capital adequacy and solvency margin requirements, as well as IGI Europe’s actual statutory capital surplus, which exceeded Solvency II regulatory requirements by 83%, 157% and 158% for the years ended December 31, 2025, 2024 and 2023, respectively.
In addition, as of December 31, 2024 and 2023, we had outstanding an approximately $0.3 million letter of guarantee for the benefit of Friends Provident Life Assurance Limited for collateralizing IGI’s rent payment obligation for one of its offices.
In addition, as of December 31, 2025 and 2024, we had outstanding an approximately $0.3 million letter of guarantee for the benefit of Friends Provident Life Assurance Limited for collateralizing IGI’s rent payment obligation for one of its offices in the UK.
Ceded Reinsurance and Net IBNR The outward reinsurance department determines outward reinsurance recoveries arising on case reported claims each month end by the application of the outwards program. 109 Table of contents Reserves for outward reinsurance recoveries on estimated IBNR claims are determined by the application of reinsurance recovery (“RI”) ratios to the estimated gross IBNRs.
Ceded Reinsurance and Net IBNR The outward reinsurance department determines outward reinsurance recoveries arising on case reported claims each month end by the application of the outwards program. Reserves for outward reinsurance recoveries on estimated IBNR claims are determined by the application of reinsurance recovery (“RI”) ratios to the estimated gross IBNRs.
This was primarily due to a $12.6 million increase in current accident losses, offset by $2.4 million of higher favorable development on loss reserves from prior accident years in 2024 compared to 2023. Net loss and loss adjustment expenses in the specialty short-tail segment increased by 3.4% from $90.0 million in 2022 to $93.1 million in 2023.
Net loss and loss adjustment expenses in the specialty short-tail segment increased by 11.0% from $93.1 million in 2023 to $103.3 million in 2024. This was primarily due to a $12.6 million increase in current accident losses, offset by $2.4 million of higher favorable development on loss reserves from prior accident years in 2024 compared to 2023.
The BMA also requires Class 3B insurers to maintain an additional amount of statutory capital and surplus equal to, or in excess of its ECR, which is established by reference to either the BSCR model or an approved internal capital model. IGI Bermuda’s ECR was $286.8 million, $260.0 million and $230.8 million in each of 2024, 2023 and 2022, respectively.
The BMA also requires Class 3B insurers to maintain an additional amount of statutory capital and surplus equal to, or in excess of its ECR, which is established by reference to either the BSCR model or an approved internal capital model. IGI Bermuda’s ECR was $280.0 million, $286.8 million and $260.0 million in each of 2025, 2024 and 2023, respectively.
Estimates and assumptions relating to reserves for net loss 105 Table of contents and loss adjustment expenses are based on complex and subjective judgments, often including the interplay of specific uncertainties with related accounting and actuarial measurements. Such estimates are susceptible to change.
Estimates and assumptions relating to reserves for net loss and loss adjustment expenses are based on complex and subjective judgments, often including the interplay of specific uncertainties with related accounting and actuarial measurements. Such estimates are susceptible to change.
Core operating income “Core operating income” measures the performance of our operations without the influence of after-tax gains or losses on investments and foreign currencies and other items as noted in the table below.
GAAP. 95 Table of contents Core operating income “Core operating income” measures the performance of our operations without the influence of after-tax gains or losses on investments and foreign currencies and other items as noted in the table below.
While not specifically referred to in the Insurance Act (or required thereunder), the BMA expects Class 3B insurers to hold capital at least equal to the target capital level (“TCL”). IGI Bermuda’s TCL was $344.2 million, $312.0 million and $277.0 million in each of 2024, 2023 and 2022, respectively.
While not specifically referred to in the Insurance Act (or required thereunder), the BMA expects Class 3B insurers to hold capital at least equal to the target capital level (“TCL”). IGI Bermuda’s TCL was $336.0 million, $344.2 million and $312.0 million in each of 2025, 2024 and 2023, respectively.
Our overall capital requirements are based on regulatory capital adequacy and solvency margins and ratios imposed by the BMA in Bermuda, by the FCA and the PRA in the United Kingdom, and by the MFSA in Malta. In addition, we set our own internal capital policies.
Our overall capital requirements are based on regulatory capital adequacy and solvency margins and ratios imposed by the BMA in Bermuda, by the FCA and the PRA in the UK, and by the MFSA in Malta. In addition, we set our own internal capital policies.
A. Operating Results The following section reviews IGI’s results of operations during the years ended December 31, 2024, 2023 and 2022.
A. Operating Results The following section reviews IGI’s results of operations during the years ended December 31, 2025, 2024 and 2023.
IGI UK’s draft financial statements for the year ended December 31, 2024 reflect the foregoing capital adequacy and solvency margin requirements, as well as IGI UK’s actual statutory capital surplus, which exceeded Solvency II regulatory requirements by 49%. MFSA requirements IGI Europe is subject to regulation by the MFSA.
IGI UK’s draft financial statements for the year ended December 31, 2025 reflect the foregoing capital adequacy and solvency margin requirements, as well as IGI UK’s actual statutory capital surplus, which exceeded Solvency II regulatory requirements by 68%. MFSA requirements IGI Europe is subject to regulation by the MFSA.
Change in allowance for expected credit losses on receivables Change in allowance for expected credit losses on receivables includes an allowance for expected credit losses on premiums receivables and reinsurance recoverables. Other expenses Other expenses consist mainly of aircraft operational cost and depreciation.
Change in allowance for expected credit losses on receivables Change in allowance for expected credit losses on receivables includes an allowance for expected credit losses on premiums receivables and reinsurance recoverables. Other expenses Other expenses consist mainly of aircraft operational cost and depreciation, and board meetings and other corporate expenses.
IGI UK’s audited statutory financial statements submitted to the PRA reflect the foregoing capital adequacy and solvency margin requirements, as well as IGI UK’s actual statutory capital surplus, which exceeded Solvency II regulatory requirements by 76% and 52% in 2023 and 2022, respectively.
IGI UK’s audited statutory financial statements submitted to the PRA reflect the foregoing capital adequacy and solvency margin requirements, as well as IGI UK’s actual statutory capital surplus, which exceeded Solvency II regulatory requirements by 49% and 76% in 2024 and 2023, respectively.
(6) Represents core operating income attributable to vested equity holders divided by weighted average number of vested common shares diluted as follows: Year Ended December 31 2024 2023 2022 ($) in millions, except per share information and number of shares as indicated below Core operating income for the year $ 144.8 $ 133.8 $ 93.9 Minus: Core operating income attributable to earnout shares 1.5 8.5 5.2 Minus: Dividends attributable to restricted share awards 0.6 — 0.1 Core operating income for the period attributable to common shareholders (a) $ 142.7 $ 125.3 $ 88.6 Weighted average number of shares – basic (in millions of shares) (b) 44.2 42.9 45.5 Weighted average number of shares – diluted (in millions of shares) (c) 44.7 43.5 45.7 Basic core operating earnings per share ($) (a/b) $ 3.23 $ 2.92 $ 1.95 Diluted core operating earnings per share ($) (a/c) $ 3.19 $ 2.88 $ 1.94 B.
(6) Represents core operating income attributable to vested equity holders divided by weighted average number of vested common shares diluted as follows: Year Ended December 31 2025 2024 2023 ($) in millions, except per share information and number of shares as indicated below Core operating income for the year $ 114.9 $ 144.8 $ 133.8 Minus: Core operating income attributable to earnout shares — 1.5 8.5 Minus: Dividends attributable to restricted share awards 0.9 0.6 — Core operating income for the period attributable to common shareholders (a) $ 114.0 $ 142.7 $ 125.3 Weighted average number of shares – basic (in millions of shares) (b) 43.3 44.2 42.9 Weighted average number of shares – diluted (in millions of shares) (c) 43.7 44.7 43.5 Basic core operating earnings per share ($) (a/b) $ 2.63 $ 3.23 $ 2.92 Diluted core operating earnings per share ($) (a/c) $ 2.61 $ 3.19 $ 2.88 B.
($) in millions Initial 1+ 2+ 3+ 4+ 5+ 6+ 7+ 8+ 9+ 10+ Net Premiums Earned 2014 $ 115.9 $ 90.1 $ 79.2 $ 73.3 $ 70.1 $ 66.8 $ 65.6 $ 65.5 $ 66.4 $ 66.6 $ 67.8 $ 189.5 2015 92.9 87.0 79.8 75.3 73.1 72.6 71.9 72.4 72.4 72.3 155.8 2016 98.8 94 90.1 85.4 89.2 89.2 89.8 89.1 88.6 157.9 2017 110.3 117.2 116.4 113.9 112.0 111.8 109.6 108.6 146.7 2018 94.3 105.0 108.5 113.0 103.1 110.7 103.8 183.3 2019 124.4 116 100.1 107.0 105.3 104.1 215.5 2020 157.8 155.6 145.9 150.8 181.5 283.5 2021 193.8 162.9 142.3 139.4 345.2 2022 199.6 172.2 164.1 376.4 2023 228.4 180.3 447.2 2024 253.3 483.1 For additional information about our reserves and reserves development, see Note 6 to IGI’s consolidated financial statements included elsewhere in this annual report.
($) in millions Initial 1+ 2+ 3+ 4+ 5+ 6+ 7+ 8+ 9+ 10+ Net Premiums Earned 2015 $ 92.9 $ 87.0 $ 79.8 $ 75.3 $ 73.1 $ 72.6 $ 71.9 $ 72.4 $ 72.4 $ 72.3 $ 72.5 $ 155.8 2016 98.8 94.1 90.1 85.4 89.2 89.2 89.8 89.1 88.6 89.5 157.9 2017 110.3 117.2 116.4 113.9 112.0 111.8 109.6 108.6 108.8 146.7 2018 94.3 105.0 108.5 113.0 103.1 110.7 103.8 103.8 183.3 2019 124.4 115.7 100.1 107.0 105.3 104.1 105.1 215.5 2020 157.8 155.6 145.9 150.8 181.5 204.2 283.5 2021 193.8 162.9 142.3 139.4 141.9 345.2 2022 199.6 172.2 164.1 161.8 376.4 2023 228.4 180.3 172.2 447.2 2024 253.3 201.6 483.1 2025 251.6 453.8 For additional information about our reserves and reserves development, see Note 6 to IGI’s consolidated financial statements included elsewhere in this annual report.
IGI Bermuda generated net written premiums of $489.5 million, $497.2 million, and $392.8 million in 2024, 2023 and 2022, respectively. The Insurance Act provides that the statutory assets of a general business insurer must exceed its statutory liabilities by an amount greater than the MSM prescribed for the applicable class of general business insurer.
IGI Bermuda generated net written premiums of $457.6 million, $489.5 million, and $497.2 million in 2025, 2024 and 2023, respectively. The Insurance Act provides that the statutory assets of a general business insurer must exceed its statutory liabilities by an amount greater than the MSM prescribed for the applicable class of general business insurer.
As such, we structure our managed cash and investment portfolio to support policyholder reserves and contingent risk exposures with a liquid portfolio of high quality fixed-income investments with a comparable duration profile. In 2024, we managed most of our investment portfolio in-house, with the exception of approximately $23.8 million which was managed by a third-party investment advisor.
As such, we structure our managed cash and investment portfolio to support policyholder reserves and contingent risk exposures with a liquid portfolio of high quality fixed-income investments with a comparable duration profile. In 2025, we managed most of our investment portfolio in-house, with the exception of approximately $25.3 million which was managed by a third-party investment advisor.
As of December 31, 2024, 2023 and 2022, IGI had $323.7 million, $271.5 million and $240.5 million of incurred but not reported (IBNR) loss reserves including ULAE, respectively, net of reinsurance. 111 Table of contents Change in IGI Booked Net IBNR & ULAE Year Ended December 31 ($) in millions 2024 2023 2022 Carrying balance of IBNR Reserves in Balance Sheet at beginning of the year (A) $ 271.5 $ 240.5 $ 208.6 Subsequent Movement in Following Financial year: IBNR Reserves moved to Incurred Reserves ( B ) (82.4) (85.1) (57.1) IBNR Reserves release pertaining to prior years ( C ) (37.2) (39.3) (42.0) IBNR Reserves added for new accident year ( D ) 171.8 155.4 131.0 Net charge to P/L (B+C+D) = (F) 52.2 31.0 31.9 Carrying balance of IBNR Reserves in Balance Sheet ending balance (A+F) $ 323.7 $ 271.5 $ 240.5 Ultimate Claims Development The table below shows the development of IGI’s net ultimate losses and loss adjustment expenses by accident year.
As of December 31, 2025, 2024 and 2023, IGI had $293.5 million, $323.7 million and $271.5 million of incurred but not reported (IBNR) loss reserves including ULAE, respectively, net of reinsurance. 111 Table of contents Change in IGI Booked Net IBNR & ULAE Year Ended December 31 ($) in millions 2025 2024 2023 Carrying balance of IBNR Reserves in Balance Sheet at beginning of the year (A) $ 323.7 $ 271.5 $ 240.5 Subsequent Movement in Following Financial year: IBNR Reserves moved to Incurred Reserves (B) (138.5) (82.4) (85.1) IBNR Reserves release pertaining to prior years ( C ) (35.8) (37.2) (39.3) IBNR Reserves added for new accident year (D) 144.1 171.8 155.4 Net charge to P/L (B+C+D) = (F) (30.2) 52.2 31.0 Carrying balance of IBNR Reserves in Balance Sheet ending balance (A+F) $ 293.5 $ 323.7 $ 271.5 Ultimate Claims Development The table below shows the development of IGI’s net ultimate losses and loss adjustment expenses by accident year.
As of December 31, 2024, we had $5.1 million of letters of credit outstanding to the order of reinsurance companies for collateralizing insurance contract liabilities in accordance with reinsurance arrangements. As of December 31, 2023, we had $1.8 million of letters of credit.
As of December 31, 2025, we had $5.6 million of letters of credit outstanding to the order of reinsurance companies for collateralizing insurance contract liabilities in accordance with reinsurance arrangements. As of December 31, 2024, we had $5.1 million of letters of credit.
Our current arrangements with bankers for the issue of letters of credit require us to provide collateral in the form of investments whereby the issued letters of credit do not exceed 70% of the collateralized investment. As at December 31, 2024 and 2023, these investments amounted to $7.3 million and $2.6 million, respectively.
Our current arrangements with bankers for the issue of letters of credit require us to provide collateral in the form of investments whereby the issued letters of credit do not exceed 70% of the collateralized investment. As at December 31, 2025 and 2024, these investments amounted to $5.0 million and $7.3 million, respectively.
Results of Operations — Reinsurance Segment The following table summarizes the results of operations of IGI’s reinsurance segment for the years indicated: Year Ended December 31 2024 2023 2022 ($) in millions, unless otherwise specified Gross written premiums $ 83.4 $ 61.1 $ 31.5 Ceded written premiums (1.5) - - Net written premiums 81.9 61.1 31.5 Net change in unearned premiums (1.1) (7.9) (1.2) Net premiums earned (a) 80.8 53.2 30.3 Net loss and loss adjustment expenses (b) (34.1) (26.8) (17.1) Net policy acquisitions expenses (c) (10.9) (7.8) (5.6) Underwriting income $ 35.8 $ 18.6 $ 7.6 Loss ratio (b)/(a) (%) 42.2 % 50.4 % 56.4 % Net policy acquisition expense ratio (c)/(a) (%) 13.5 % 14.7 % 18.5 % Gross written premiums Gross written premiums in the reinsurance segment increased 36.5% from $61.1 million in 2023 to $83.4 million in 2024, benefitting from growth in both new business premiums and renewal premiums under proportional and non- 94 Table of contents proportional lines of business.
Results of Operations — Reinsurance Segment The following table summarizes the results of operations of IGI’s reinsurance segment for the years indicated: Year Ended December 31 2025 2024 2023 ($) in millions, unless otherwise specified Gross written premiums $ 100.2 $ 83.4 $ 61.1 Ceded written premiums (1.7) (1.5) - Net written premiums 98.5 81.9 61.1 Net change in unearned premiums (6.2) (1.1) (7.9) Net premiums earned (a) 92.3 80.8 53.2 Net loss and loss adjustment expenses (b) (35.5) (34.1) (26.8) Net policy acquisitions expenses (c) (10.8) (10.9) (7.8) Underwriting income $ 46.0 $ 35.8 $ 18.6 Loss ratio (b)/(a) (%) 38.5 % 42.2 % 50.4 % Net policy acquisition expense ratio (c)/(a) (%) 11.7 % 13.5 % 14.7 % Gross written premiums Gross written premiums in the reinsurance segment increased 20.1% from $83.4 million in 2024 to $100.2 million in 2025, benefitting from growth in both new business premiums and renewal premiums under proportional and non- 94 Table of contents proportional lines of business.
This change was primarily due to a less favorable mark to market revaluation gain recorded on equity securities during 2024 compared to 2023. Net unrealized gain (loss) on investments reflects a net gain of $2.7 million in 2023 compared to a net loss of $5.5 million in 2022.
Net unrealized gain on investments reflects a net gain of $1.4 million in 2024 compared to a net gain of $2.7 million in 2023. This change was primarily due to a less favorable mark to market revaluation gain recorded on equity securities during 2024 compared to 2023.
Management reviews its provisions for claims incurred, and claims incurred but not reported, on a quarterly basis. The total carrying amount of reserves for unpaid loss and loss adjustment expenses as at December 31, 2024 and 2023 was $794.2 million and $712.1 million, respectively.
Management reviews its provisions for claims incurred, and claims incurred but not reported, on a quarterly basis. The total carrying amount of reserves for unpaid loss and loss adjustment expenses as at December 31, 2025 and 2024 was $798.3 million and $794.2 million, respectively.
Year Ended December 31 2024 2023 2022 ($) in millions, unless otherwise specified Net income for the year $ 135.2 $ 118.2 $ 89.2 Reconciling items between net income for the year and core operating income: Net realized (gain) loss on investments (0.6) (6.7) 0.7 Net unrealized (gain) loss on investments (1.4) (2.7) 5.5 Tax impact of net unrealized (gain) loss on investments (1) — 0.1 (0.1) Change in allowance for expected credit losses on investments — (0.4) 0.3 Tax impact of change in allowance for expected credit losses on investments (1) — — 0.1 Change in fair value of derivative financial liabilities 4.9 27.3 (4.6) Expenses related to conversion of warrants in cash (2) — 1.9 - Net foreign exchange loss (gain) 8.1 (5.1) 3.5 Tax impact of net foreign exchange loss (gain) (1) (1.4) 1.2 (0.7) Core operating income $ 144.8 $ 133.8 $ 93.9 Average shareholders’ equity (3) $ 597.6 $ 475.7 $ 396.0 Return on average equity (%) (4) 22.6 % 24.8 % 22.5 % Core operating return on average equity (%) (5) 24.2 % 28.1 % 23.7 % Basic core operating earnings per share ($) (6) $ 3.23 $ 2.92 $ 1.95 Diluted core operating earnings per share ($) (6) $ 3.19 $ 2.88 $ 1.94 96 Table of contents (1) The tax impact was calculated by applying the prevailing corporate tax rate of each subsidiary to the gross value of the relevant reconciling items as recognized separately by the subsidiaries on a standalone basis.
Year Ended December 31 2025 2024 2023 ($) in millions, unless otherwise specified Net income for the year $ 127.2 $ 135.2 $ 118.2 Reconciling items between net income for the year and core operating income: Net realized (gain) on investments (2.3) (0.6) (6.7) Tax impact of net realized (gain) on investments (1) 0.2 — — Net unrealized (gain) on investments (3.2) (1.4) (2.7) Tax impact of net unrealized (gain) on investments (1) 0.3 — 0.1 Change in allowance for expected credit losses on investments (0.2) — (0.4) Tax impact of change in allowance for expected credit losses on investments (1) — — — Change in fair value of derivative financial liabilities — 4.9 27.3 Expenses related to conversion of warrants in cash (2) — — 1.9 Net foreign exchange (gain) loss (8.1) 8.1 (5.1) Tax impact of net foreign exchange (gain) loss (1) 1.0 (1.4) 1.2 Core operating income $ 114.9 $ 144.8 $ 133.8 Average shareholders’ equity (3) $ 682.5 $ 597.6 $ 475.7 Return on average equity (%) (4) 18.6 % 22.6 % 24.8 % Core operating return on average equity (%) (5) 16.8 % 24.2 % 28.1 % Basic core operating earnings per share ($) (6) $ 2.63 $ 3.23 $ 2.92 Diluted core operating earnings per share ($) (6) $ 2.61 $ 3.19 $ 2.88 (1) The tax impact was calculated by applying the prevailing corporate tax rate of each subsidiary to the gross value of the relevant reconciling items as recognized separately by the subsidiaries on a standalone basis.
The following table provides a reconciliation of the beginning of year and end of year reserves for the financial years 2022 to 2024 and demonstrates the reserve surplus and deficiencies recognized over this year.
The following table provides a reconciliation of the beginning of year and end of year reserves for the financial years 2023 to 2025 and demonstrates the reserve surplus and deficiencies recognized over this year.
Results of Operations — Specialty Long-tail Segment The following table summarizes the results of operations of IGI’s specialty long-tail segment for the years indicated: Year Ended December 31 2024 2023 2022 ($) in millions, unless otherwise specified Gross written premiums $ 204.4 $ 226.9 $ 233.1 Ceded written premiums (68.2) (73.9) (65.6) Net written premiums 136.2 153.0 167.5 Net change in unearned premiums 10.1 4.8 (0.1) Net premiums earned (a) 146.3 157.8 167.4 Net loss and loss adjustment expenses (b) (78.7) (69.2) (50.5) Net policy acquisitions expenses (c) (28.1) (31.2) (33.1) Underwriting income $ 39.5 $ 57.4 $ 83.8 Loss ratio (b)/(a) (%) 53.8 % 43.9 % 30.2 % Net policy acquisition expense ratio (c)/(a) (%) 19.2 % 19.8 % 19.8 % Gross written premiums Gross written premiums in the specialty long-tail segment decreased 9.9% from $226.9 million in 2023 to $204.4 million in 2024.
Results of Operations — Specialty Long-tail Segment The following table summarizes the results of operations of IGI’s specialty long-tail segment for the years indicated: Year Ended December 31 2025 2024 2023 ($) in millions, unless otherwise specified Gross written premiums $ 167.1 $ 204.4 $ 226.9 Ceded written premiums (50.1) (68.2) (73.9) Net written premiums 117.0 136.2 153.0 Net change in unearned premiums 5.3 10.1 4.8 Net premiums earned (a) 122.3 146.3 157.8 Net loss and loss adjustment expenses (b) (87.9) (78.7) (69.2) Net policy acquisitions expenses (c) (23.5) (28.1) (31.2) Underwriting income $ 10.9 $ 39.5 $ 57.4 Loss ratio (b)/(a) (%) 71.9 % 53.8 % 43.9 % Net policy acquisition expense ratio (c)/(a) (%) 19.2 % 19.2 % 19.8 % Gross written premiums Gross written premiums in the specialty long-tail segment decreased 18.2% from $204.4 million in 2024 to $167.1 million in 2025.
We believe that these non-GAAP measures, which may be defined and calculated differently by other companies, explain and enhance investor understanding of our results of operations. However, these measures should not be viewed as a substitute for those determined in accordance with U.S. GAAP.
Non-GAAP Financial Measures In presenting our results, management has included and discussed certain non-GAAP financial measures. We believe that these non-GAAP measures, which may be defined and calculated differently by other companies, explain and enhance investor understanding of our results of operations. However, these measures should not be viewed as a substitute for those determined in accordance with U.S.
This decrease was attributable to a higher level of reinsurance ceded premiums under the short-tail segment on a comparative basis causing a lower level of change in unearned premiums on a net basis. Net change in unearned premiums increased from an expense of $15.1 million in 2022 to an expense of $46.9 million in 2023.
Net change in unearned premiums decreased from an expense of $46.9 million in 2023 to an expense of $15.4 million in 2024. This decrease was attributable to a higher level of reinsurance ceded premiums under the short-tail segment on a comparative basis causing a lower level of change in unearned premiums on a net basis.
The largest reinsurance recoverables from any one carrier was approximately 7.4% of total shareholders’ equity available to IGI at December 31, 2024.
The largest reinsurance recoverables from any one carrier was approximately 9.7% of total shareholders’ equity available to IGI at December 31, 2025.
IGI Bermuda’s 2024 draft statutory financial statements, and 2023 and 2022 audited statutory financial statements submitted to the BMA reflect the foregoing capital adequacy and solvency margin requirements, as well as IGI’s actual statutory capital surplus, which exceeded the BMA’s requirements and was 227%, 211% and 179% in 2024, 2023 and 2022, respectively: Year Ended December 31 2024* 2023* 2022 ($) in millions, unless otherwise specified BMA regulatory requirements Minimum Margin of Solvency (MSM) $ 71.7 $ 65.0 $ 57.8 Enhanced Capital Requirement (ECR) 286.8 260.0 230.8 Target Capital Level (TCL) 344.2 312.0 277.0 IGI Bermuda’s statutory capital and surplus $ 649.7 $ 548.7 $ 413.8 Bermuda Solvency Capital Requirement Ratio (%) 227 % 211 % 179 % Headroom over TCL $ 305.5 $ 236.7 $ 136.8 * The 2024 and 2023 figures are based on IGI Bermuda’s draft statutory financial statements.
IGI Bermuda’s 2025 draft statutory financial statements, and 2024 and 2023 audited statutory financial statements submitted to the BMA reflect the foregoing capital adequacy and solvency margin requirements, as well as IGI’s actual statutory capital surplus, which exceeded the BMA’s requirements and was 245%, 227% and 211% in 2025, 2024 and 2023, respectively: Year Ended December 31 2025* 2024* 2023 ($) in millions, unless otherwise specified BMA regulatory requirements Minimum Margin of Solvency (MSM) $ 70.0 $ 71.7 $ 65.0 Enhanced Capital Requirement (ECR) 280.0 286.8 260.0 Target Capital Level (TCL) 336.0 344.2 312.0 IGI Bermuda’s statutory capital and surplus $ 684.9 $ 649.7 $ 548.7 Bermuda Solvency Capital Requirement Ratio (%) 245 % 227 % 211 % Headroom over TCL $ 348.9 $ 305.5 $ 236.7 * The 2025 and 2024 figures are based on IGI Bermuda’s draft statutory financial statements.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS This section should be read in conjunction with the “Business” section and the consolidated financial statements of IGI which are included elsewhere in this annual report. The financial information contained herein is taken or derived from such consolidated financial statements, unless otherwise indicated. The following discussion contains forward-looking statements.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS This section should be read in conjunction with the “Business” section and the consolidated financial statements of IGI which are included elsewhere in this annual report. The financial information contained herein is taken or derived 83 Table of contents from such consolidated financial statements, unless otherwise indicated.
Net premiums earned As a result of the foregoing, net premiums earned in the specialty long-tail segment decreased 7.3% from $157.8 million in 2023 to $146.3 million in 2024, and decreased 5.7% from $167.4 million in 2022 to $157.8 million in 2023.
Net premiums earned As a result of the foregoing, net premiums earned in the specialty long-tail segment decreased 16.4% from $146.3 million in 2024 to $122.3 million in 2025, and decreased 7.3% from $157.8 million in 2023 to $146.3 million in 2024.
The discussion includes presentations of IGI’s results on a consolidated basis and on a segment-by-segment basis. 85 Table of contents Results of Operations — Consolidated The following table summarizes IGI’s consolidated statement of income for the years indicated: Year Ended December 31 2024 2023 2022 ($) in millions, except per share information Gross written premiums $ 700.1 $ 688.7 $ 582.0 Ceded written premiums (210.6) (191.5) (189.2) Net written premiums 489.5 497.2 392.8 Net change in unearned premiums (6.4) (50.0) (16.4) Net premiums earned 483.1 447.2 376.4 Investment income 51.9 40.4 20.9 Net realized gain (loss) on investments 0.6 6.7 (0.7) Net unrealized gain (loss) on investments 1.4 2.7 (5.5) Change in allowance for expected credit losses on investments — 0.4 (0.3) Other revenues 2.0 1.9 2.4 Total revenues 539.0 499.3 393.2 Expenses Net loss and loss adjustment expenses (216.1) (189.1) (157.6) Net policy acquisition expenses (79.5) (75.0) (70.2) General and administrative expenses (90.4) (78.9) (67.2) Change in allowance for expected credit losses on receivables (1.5) (2.5) (3.2) Change in fair value of derivative financial liabilities (4.9) (27.3) 4.6 Other expenses (6.1) (5.6) (4.0) Net foreign exchange (loss) gain (8.1) 5.1 (3.5) Total expenses (406.6) (373.3) (301.1) Income before tax 132.4 126.0 92.1 Income tax credit (expense) 2.8 (7.8) (2.9) Net income $ 135.2 $ 118.2 $ 89.2 Basic earnings per share attributable to equity holders $ 3.01 $ 2.58 $ 1.85 Diluted earnings per share attributable to equity holders $ 2.98 $ 2.55 $ 1.84 Gross written premiums Gross written premiums increased 1.7% from $688.7 million in 2023 to $700.1 million in 2024.
The discussion includes presentations of IGI’s results on a consolidated basis and on a segment-by-segment basis. 86 Table of contents Results of Operations — Consolidated The following table summarizes IGI’s consolidated statement of income for the years indicated: Year Ended December 31 2025 2024 2023 ($) in millions, except per share information Gross written premiums $ 666.7 $ 700.1 $ 688.7 Ceded written premiums (209.1) (210.6) (191.5) Net written premiums 457.6 489.5 497.2 Net change in unearned premiums (3.8) (6.4) (50.0) Net premiums earned 453.8 483.1 447.2 Investment income 54.7 51.9 40.4 Net realized gain on investments 2.3 0.6 6.7 Net unrealized gain on investments 3.2 1.4 2.7 Change in allowance for expected credit losses on investments 0.2 — 0.4 Other revenues 2.7 2.0 1.9 Total revenues 516.9 539.0 499.3 Expenses Net loss and loss adjustment expenses (215.8) (216.1) (189.1) Net policy acquisition expenses (76.9) (79.5) (75.0) General and administrative expenses (97.0) (90.4) (78.9) Change in allowance for expected credit losses on receivables (0.8) (1.5) (2.5) Change in fair value of derivative financial liabilities — (4.9) (27.3) Other expenses (7.3) (6.1) (5.6) Net foreign exchange gain (loss) 8.1 (8.1) 5.1 Total expenses (389.7) (406.6) (373.3) Income before tax 127.2 132.4 126.0 Income tax credit (expense) — 2.8 (7.8) Net income $ 127.2 $ 135.2 $ 118.2 Basic earnings per share attributable to equity holders $ 2.92 $ 3.01 $ 2.58 Diluted earnings per share attributable to equity holders $ 2.89 $ 2.98 $ 2.55 Gross written premiums Gross written premiums decreased 4.8% from $700.1 million in 2024 to $666.7 million in 2025.
Net change in unearned premiums Net change in unearned premiums in the specialty long-tail segment increased from income of $4.8 million in 2023 to income of $10.1 million in 2024.
The decrease was in line with the decrease in net written premiums. Net change in unearned premiums in the specialty long-tail segment increased from income of $4.8 million in 2023 to income of $10.1 million in 2024.
The following table shows credit ratings of our top 5 reinsurers as of December 31, 2024, and the unpaid and paid reinsurance recoverable from such reinsurers as of both December 31, 2024 and 2023 (dollars in millions): Reinsurer rating Percentage of total reinsurance recoverables Reinsurance recoverables at December 31, 2024 Reinsurance recoverables at December 31, 2023 A+ 21.5% $ 48.5 $ 35.0 A++ 8.9% 20.1 13.7 A+ 8.5% 19.1 11.2 B++ 7.4% 16.7 43.1 A- 6.4% 14.5 9.2 Total $ 118.9 $ 112.2 Reserves To recognize liabilities for unpaid loss and loss adjustment expenses, both known or unknown, insurers establish reserves, which is a balance sheet account entry representing estimates of future amounts needed to pay claims and related expenses with respect to insured events which have occurred.
The following table shows credit ratings of our top 5 reinsurers as of December 31, 2025, and the unpaid and paid reinsurance recoverable from such reinsurers as of both December 31, 2025 and 2024 (dollars in millions): Reinsurer rating Percentage of total reinsurance recoverables Reinsurance recoverables at December 31, 2025 Reinsurance recoverables at December 31, 2024 A+ 29.4% $ 68.6 $ 48.5 A++ 8.3% 19.5 20.1 A+ 8.2% 19.2 19.1 A- 5.8% 13.6 5.5 A 5.6% 13.1 6.0 Total $ 134.0 $ 99.2 Reserves To recognize liabilities for unpaid loss and loss adjustment expenses, both known or unknown, insurers establish reserves, which is a balance sheet account entry representing estimates of future amounts needed to pay claims and related expenses with respect to insured events which have occurred.
The net policy acquisition expense ratio for each of 2023 and 2022 was 19.8%. 92 Table of contents Results of Operations — Specialty Short-tail Segment The following table summarizes the results of operations of IGI’s specialty short-tail segment for the years indicated: Year Ended December 31 2024 2023 2022 ($) in millions, unless otherwise specified Gross written premiums $ 412.3 $ 400.7 $ 317.4 Ceded written premiums (140.9) (117.6) (123.6) Net written premiums 271.4 283.1 193.8 Net change in unearned premiums (15.4) (46.9) (15.1) Net premiums earned (a) 256.0 236.2 178.7 Net loss and loss adjustment expenses (b) (103.3) (93.1) (90.0) Net policy acquisitions expenses (c) (40.5) (36.0) (31.5) Underwriting income $ 112.2 $ 107.1 $ 57.2 Loss ratio (b)/(a) (%) 40.4 % 39.4 % 50.4 % Net policy acquisition expense ratio (c)/(a) (%) 15.8 % 15.2 % 17.6 % Gross written premiums Gross written premiums in the specialty short-tail segment increased by 2.9% from $400.7 million in 2023 to $412.3 million in 2024.
The net policy acquisition expense ratio for 2024 was 19.2% compared to 19.8% in 2023. 92 Table of contents Results of Operations — Specialty Short-tail Segment The following table summarizes the results of operations of IGI’s specialty short-tail segment for the years indicated: Year Ended December 31 2025 2024 2023 ($) in millions, unless otherwise specified Gross written premiums $ 399.4 $ 412.3 $ 400.7 Ceded written premiums (157.3) (140.9) (117.6) Net written premiums 242.1 271.4 283.1 Net change in unearned premiums (2.9) (15.4) (46.9) Net premiums earned (a) 239.2 256.0 236.2 Net loss and loss adjustment expenses (b) (92.4) (103.3) (93.1) Net policy acquisitions expenses (c) (42.6) (40.5) (36.0) Underwriting income $ 104.2 $ 112.2 $ 107.1 Loss ratio (b)/(a) (%) 38.6 % 40.4 % 39.4 % Net policy acquisition expense ratio (c)/(a) (%) 17.8 % 15.8 % 15.2 % Gross written premiums Gross written premiums in the specialty short-tail segment decreased by 3.1% from $412.3 million in 2024 to $399.4 million in 2025.
Change in assumption Reserve for unpaid loss and loss adjustment expenses, net of reinsurance recoverable ($ in millions) 10% favorable $ 541.7 Unchanged $ 580.6 10% unfavorable $ 618.8 Fair Value Measurements of Certain Financial Assets and Liabilities Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
Change in assumption Reserve for unpaid loss and loss adjustment expenses, net of reinsurance recoverable ($ in millions) 10% favorable $ 542.3 Unchanged $ 572.1 10% unfavorable $ 601.9 Fair Value Measurements of Certain Financial Assets and Liabilities Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The increase in current year losses was partially offset by $2.7 million of higher favorable development on loss reserves from prior accident years in 2024 compared to 2023. Net loss and loss adjustment expenses in the reinsurance segment increased 56.7% from $17.1 million in 2022 to $26.8 million in 2023.
The increase in current year losses was partially offset by $4.5 million of higher favorable development on loss reserves from prior accident years in 2025 compared to 2024. Net loss and loss adjustment expenses in the reinsurance segment increased 27.2% from $26.8 million in 2023 to $34.1 million in 2024.
Our actual results could differ materially from those that are discussed in these forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report, particularly under “Risk Factors.” Introduction We are a highly-rated global provider of specialty insurance and reinsurance solutions in over 200 countries and territories.
Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report, particularly under “Risk Factors.” Introduction We are a highly-rated global provider of specialty insurance and reinsurance solutions in over 200 countries and territories.
Also, growth in gross written premiums was supported by the increase in average renewal premium rates of 4.9%. Gross written premiums in the reinsurance segment increased 94.0% from $31.5 million in 2022 to $61.1 million in 2023, benefitting from growth in both new business premiums and renewal premiums under proportional and non-proportional lines of business.
Also, growth in gross written premiums was supported by the increase in average renewal premium rates of 2.1%. Gross written premiums in the reinsurance segment increased 36.5% from $61.1 million in 2023 to $83.4 million in 2024, benefitting from growth in both new business premiums and renewal premiums under proportional and non-proportional lines of business.
Net investment income Net investment income increased from $14.4 million in 2022 and $50.2 million in 2023 to $53.9 million in 2024 as a result of the following: Investment income Investment income (comprised of interest and dividend income, net of investment custodian fees and other investment expenses) increased 28.5% from $40.4 million in 2023 to $51.9 million in 2024.
Net investment income Net investment income increased from $50.2 million in 2023 and $53.9 million in 2024 to $60.4 million in 2025 as a result of the following: Investment income Investment income (comprised of interest and dividend income, net of investment custodian fees and other investment expenses) increased 5.4% from $51.9 million in 2024 to $54.7 million in 2025.
The MSM that must be maintained by a Class 3B insurer with respect to its general business is the greater of: • $1 million; 99 Table of contents • 20% of the first $6 million of net premiums written; if in excess of $6 million, the figure is $1.2 million plus 15% of net premiums written in excess of $6 million; • 15% of the aggregate of net loss and loss expense provisions and other general business insurance reserves; or • 25% of its enhanced capital requirement (“ECR”) as reported at the end of the relevant year.
The MSM that must be maintained by a Class 3B insurer with respect to its general business is the greater of: • $1 million; • 20% of the first $6 million of net premiums written; if in excess of $6 million, the figure is $1.2 million plus 15% of net premiums written in excess of $6 million; • 15% of the aggregate of net loss and loss expense provisions and other general business insurance reserves; or • 25% of its enhanced capital requirement (“ECR”) as reported at the end of the relevant year. 99 Table of contents As such, the MSM required of IGI Bermuda was $70.0 million, $71.7 million and $65.0 million, in each of 2025, 2024 and 2023, respectively.
At December 31, 2024 and 2023, we recorded an allowance for expected credit losses of $409 thousand and $353 thousand respectively, and for the years ended December 31, 2024, we recorded impairment losses of $56 thousand (2023: $158 thousand) (refer to Note 3 for further details). 114 Table of contents Allowance for Expected Credit losses – Premiums Receivable The Group reports its Premiums receivable net of any allowance for expected credit losses.
At December 31, 2025 and 2024, we recorded an allowance for expected credit losses of $233 thousand and $409 thousand respectively, and for the years ended December 31, 2025, we recorded a recovery on impairment losses of $176 thousand (2024: loss of $56 thousand) (refer to Note 3 for further details). 114 Table of contents Allowance for Expected Credit losses – Premiums Receivable The Group reports its Premiums receivable net of any allowance for expected credit losses.
In addition, a provision based on management’s judgment and our prior experience is maintained for the cost of settling losses incurred but not reported at the consolidated statement of financial position date. Net loss and loss adjustment expenses constitute losses and loss adjustments expenses net of reinsurers’ share of loss.
In addition, a provision based on management’s judgment and our prior experience is maintained for the cost of settling losses incurred but not reported at the consolidated statement of financial position date.
See “Operating and Financial Review and Prospects — Reserves — Reserving Results & Development.” IGI’s loss ratio increased by 2.4 percentage points from 42.3% for the year ended December 31, 2023 to 44.7% for the year ended December 31, 2024.
See “Operating and Financial Review and Prospects — Reserves — Reserving Results & Development.” IGI’s loss ratio increased by 2.9 percentage points from 44.7% for the year ended December 31, 2024 to 47.6% for the year ended December 31, 2025.
Net premiums earned As a result of the foregoing, net premiums earned in the reinsurance segment increased 51.9% from $53.2 million in 2023 to $80.8 million in 2024, and increased 75.6% from $30.3 million in 2022 to $53.2 million in 2023.
Net premiums earned As a result of the foregoing, net premiums earned in the reinsurance segment increased 14.2% from $80.8 million in 2024 to $92.3 million in 2025, and increased 51.9% from $53.2 million in 2023 to $80.8 million in 2024.
The movement in net cash provided by or used in operating, investing and financing activities is provided in the following table: Year Ended December 31 2024 2023 2022 ($) in millions Net cash flows from operating activities $ 209.5 $ 196.6 $ 154.9 Net cash flows used in investing activities (186.6) (90.4) (246.6) Net cash flows used in financing activities (49.7) (49.1) (12.5) Change in cash and cash equivalents $ (26.8) $ 57.1 $ (104.2) Net cash flows from operating activities Net cash flows from operating activities increased from net cash inflow of $196.6 million for the year ended December 31, 2023 compared to net cash inflow of $209.5 million for the year ended December 31, 2024.
The movement in net cash provided by or used in operating, investing and financing activities is provided in the following table: Year Ended December 31 2025 2024 2023 ($) in millions Net cash flows from operating activities $ 108.1 $ 209.5 $ 196.6 Net cash flows from (used in) investing activities 36.0 (186.6) (90.4) Net cash flows used in financing activities (107.5) (49.7) (49.1) Change in cash and cash equivalents $ 36.6 $ (26.8) $ 57.1 Net cash flows from operating activities Net cash flows from operating activities decreased from net cash inflow of $209.5 million for the year ended December 31, 2024 compared to net cash inflow of $108.1 million for the year ended December 31, 2025.
In accordance with our investment guidelines, we maintain certain minimum thresholds of cash, short-term investments, and highly-rated fixed maturity securities relative to our consolidated net reserves and estimates of probable maximum loss exposures to provide necessary liquidity in a wide range of reasonable scenarios.
The strategy is comprised of high-level objectives and prescribed investment guidelines which govern asset allocation. In accordance with our investment guidelines, we maintain certain minimum thresholds of cash, short-term investments, and highly-rated fixed maturity securities relative to our consolidated net reserves and estimates of probable maximum loss exposures to provide necessary liquidity in a wide range of reasonable scenarios.
Net policy acquisition expenses Net policy acquisition expenses represent commissions paid in relation to the acquisition and renewal of insurance and retrocession contracts which are deferred and expensed over the same period over which the corresponding premiums are recognized in accordance with the earning pattern of the underlying contract.
Net loss and loss adjustment expenses constitute losses and loss adjustments expenses net of reinsurers’ share of loss. 85 Table of contents Net policy acquisition expenses Net policy acquisition expenses represent commissions paid in relation to the acquisition and renewal of insurance and retrocession contracts which are deferred and expensed over the same period over which the corresponding premiums are recognized in accordance with the earning pattern of the underlying contract.
This was primarily due to the increase in current accident year losses in all segments in 2024 compared to 2023, and to a lesser extent negatively impacted by lower favorable development on loss reserves from prior accident years.
Net loss and loss adjustment expenses increased 14.3% from $189.1 million in 2023 to $216.1 million in 2024. This was primarily due to the increase in current accident year losses in all segments in 2024 compared to 2023, and to a lesser extent negatively impacted by lower favorable development on loss reserves from prior accident years.
Reinsurance Recoverables At December 31, 2024, approximately 91.5% of IGI’s reinsurance recoverables on unpaid and paid losses (not including ceded unearned premiums) of $225.7 million were due from carriers which had a “A-” or higher rating from a major rating agency.
Reinsurance Recoverables At December 31, 2025, approximately 93.1% of IGI’s reinsurance recoverables on unpaid and paid losses (not including ceded unearned premiums) of $233.6 million were due from carriers which had a “A-” or higher rating from a major rating agency.
(4) Return on average equity represents the net income for the year divided by average shareholders' equity. (5) Represents core operating income for the year divided by average shareholders’ equity.
(5) Represents core operating income for the year divided by average shareholders’ equity.
The cash outflow from financing activities in the year ended December 31, 2024 included a dividend payment of $26.5 million, and the repurchase of common shares under our share repurchase program of $23.2 million.
The cash outflow from financing activities in the year ended December 31, 2025 included a dividend payment of $46.2 million, and the repurchase of common shares under our share repurchase program of $61.9 million.
The proportion attributable to subsequent periods is deferred as a provision for unearned premiums. 83 Table of contents Unearned reinsurance premiums related to ceded written premiums constitute the proportion of premiums written in a year that relate to periods of risk after the reporting date.
Unearned premiums are calculated on a pro rata basis. The proportion attributable to subsequent periods is deferred as a provision for unearned premiums. Unearned reinsurance premiums related to ceded written premiums constitute the proportion of premiums written in a year that relate to periods of risk after the reporting date.
Change in assumption Reserve for unpaid loss and loss adjustment expenses, net of reinsurance recoverable ($ in millions) Accelerated pattern* $ 515.5 Unchanged $ 580.6 Decelerated pattern* $ 639.3 * Accelerated/Decelerated patterns are shifted by 6 months for long-tail segment and 3 months for short-tail and reinsurance segments.
Change in assumption Reserve for unpaid loss and loss adjustment expenses, net of reinsurance recoverable ($ in millions) Accelerated pattern* $ 529.7 Unchanged $ 572.1 Decelerated pattern* $ 633.0 * Accelerated/Decelerated patterns are shifted by 6 months for long-tail segment and 3 months for short-tail and reinsurance segments.
Ceded written premiums Ceded written premiums in the specialty short-tail segment increased by 19.8% from $117.6 million in 2023 to $140.9 million in 2024. This increase was primarily due to higher facultative reinsurance purchases recorded. Ceded written premiums in the specialty short-tail segment decreased by 4.9% from $123.6 million in 2022 to $117.6 million in 2023.
Ceded written premiums in the specialty short-tail segment increased by 19.8% from $117.6 million in 2023 to $140.9 million in 2024. This increase was primarily due to higher facultative reinsurance purchases recorded. Net change in unearned premiums Net change in unearned premiums decreased from an expense of $15.4 million in 2024 to an expense of $2.9 million in 2025.
The following is a summary of significant property reinsurance treaties in effect as of July 1, 2024. Our per risk reinsurance covers losses in respect of property and engineering from an entry point of $10.0 million up to $50.0 million PML.
The following is a summary of significant property reinsurance treaties in effect as of July 1, 2025. Our per risk reinsurance covers losses in respect of property and engineering from an entry point of $10.0 million up to $50.0 million PML. PML error coverage is purchased beyond the aforementioned limits for a further $25 million.
Net premiums earned As a result of the foregoing, net premiums earned in the specialty short-tail segment increased 8.4% from $236.2 million in 2023 to $256.0 million in 2024 and increased 32.2% from $178.7 million in 2022 to $236.2 million in 2023. 93 Table of contents Net loss and loss adjustment expenses Net loss and loss adjustment expenses in the specialty short-tail segment increased by 11.0% from $93.1 million in 2023 to $103.3 million in 2024.
Net premiums earned As a result of the foregoing, net premiums earned in the specialty short-tail segment decreased 6.6% from $256.0 million in 2024 to $239.2 million in 2025 and increased 8.4% from $236.2 million in 2023 to $256.0 million in 2024. 93 Table of contents Net loss and loss adjustment expenses Net loss and loss adjustment expenses in the specialty short-tail segment decreased by 10.6% from $103.3 million in 2024 to $92.4 million in 2025.
The net policy acquisition expense ratio for 2023 was 16.8% compared to 16.5% for 2024. Net policy acquisition expenses increased 6.8% from $70.2 million in 2022 to $75.0 million in 2023. The net policy acquisition expense ratio for 2022 was 18.7% compared to 16.8% for 2023.
The net policy acquisition expense ratio for 2024 was 16.5% compared to 16.9% for 2025. Net policy acquisition expenses increased 6.0% from $75.0 million in 2023 to $79.5 million in 2024. The net policy acquisition expense ratio for 2023 was 16.8% compared to 16.5% for 2024.
Change in fair value of derivative financial liabilities Change in fair value of derivative financial liabilities decreased from a loss of $27.3 million in 2023 to a loss of $4.9 million in 2024.
Change in fair value of derivative financial liabilities Change in fair value of derivative financial liabilities resulted in a loss of $27.3 million and $4.9 million in 2023 and 2024, respectively.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Withholding arrangements may include making deductions from any cash payment owed to the Participant and/or selling on behalf of the Participant some or all of the Participant’s Shares. No Rights as Employee.
Withholding arrangements may include making deductions from any cash payment owed to the Participant and/or selling on behalf of the Participant some or all of the Participant’s Shares. No Rights as Employee.
Awards granted under the 2020 Plan are evidenced by award agreements, which need not be identical, that provide additional terms, conditions, restrictions and/or limitations covering the grant of the award, including, without limitation, additional terms providing for the acceleration of exercisability or vesting of awards in the event of a change of control or conditions regarding the participant’s employment, as determined by the Administrator.
Awards granted under the 2020 Incentive Plan are evidenced by award agreements, which need not be identical, that provide additional terms, conditions, restrictions and/or limitations covering the grant of the award, including, without limitation, additional terms providing for the acceleration of exercisability or vesting of awards in the event of a change of control or conditions regarding the participant’s employment, as determined by the Administrator.
The purpose of the 2020 Plan is to provide incentives that will attract, retain and motivate high performing officers, directors, employees and consultants by providing them with appropriate incentives and rewards either through a proprietary interest in our long-term success or compensation based on their performance in fulfilling their personal responsibilities.
The purpose of the 2020 Incentive Plan is to provide incentives that will attract, retain and motivate high performing officers, directors, employees and consultants by providing them with appropriate incentives and rewards either through a proprietary interest in our long-term success or compensation based on their performance in fulfilling their personal responsibilities.
In addition, no non-employee director may receive awards under the 2020 Plan in any fiscal year for service as a director having an aggregate maximum value exceeding $500,000. Eligibility for Participation. Directors, officers, and employees of, and consultants to, the Company or any of its affiliates, are eligible to receive awards under the 2020 Plan. Award Agreements.
In addition, no non-employee director may receive awards under the 2020 Incentive Plan in any fiscal year for service as a director having an aggregate maximum value exceeding $500,000. Eligibility for Participation. Directors, officers, and employees of, and consultants to, the Company or any of its affiliates, are eligible to receive awards under the 2020 Incentive Plan. Award Agreements.
The Administrator may, subject to limitations under applicable law, make a grant of such other share-based awards, including, without limitation, performance share units, dividend equivalent units, share equivalent units, restricted share units and deferred share units under the 2020 Plan that are payable in cash or denominated or payable in or valued by our common shares or factors that influence the value of such shares.
The Administrator may, subject to limitations under applicable law, make a grant of such other share-based awards, including, without limitation, performance share units, dividend equivalent units, share equivalent units, restricted share units and deferred share units under the 2020 Incentive Plan that are payable in cash or denominated or payable in or valued by our common shares or factors that influence the value of such shares.
The business address of Walid Wasef Jabsheh, David Anthony, David King, Andreas Loucaides and Christopher Jarvis is 15 th Floor, 20 Fenchurch Street, London, EC3M 3BY, United Kingdom. The business address of Michael T. Gray and Andrew J. Poole is 3601 N Interstate 10 Service Rd W, Metairie, LA, 70002, United States.
The business address of Walid Wasef Jabsheh, David Anthony, David King, Andreas Loucaides and Christopher Jarvis is 15 th Floor, 20 Fenchurch Street, London, EC3M 3BY, United Kingdom. The business address of Michael T. Gray is 3601 N Interstate 10 Service Rd W, Metairie, LA, 70002, United States. The business address of Andrew J.
Among the Administrator’s powers is to determine the form, amount and other terms and conditions of awards; clarify, construe or resolve any ambiguity in any provision of the 2020 Plan or any award agreement; amend the terms of outstanding awards; and adopt such rules, forms, instruments and guidelines for administering the 2020 Plan as it deems necessary or proper.
Among the Administrator’s powers is to determine the form, amount and other terms and conditions of awards; clarify, construe or resolve any ambiguity in any provision of the 2020 Incentive Plan or any award agreement; amend the terms of outstanding awards; and adopt such rules, forms, instruments and guidelines for administering the 2020 Incentive Plan as it deems necessary or proper.
The 2020 Plan provides that awards granted under the 2020 Plan are subject to any recoupment policy that we may have in place or any obligation that we may have regarding the clawback of “incentive-based compensation” under the Exchange Act or under any applicable rules and regulations promulgated by the SEC. Effective Date; Term.
The 2020 Incentive Plan provides that awards granted under the 2020 Incentive Plan are subject to any recoupment policy that we may have in place or any obligation that we may have regarding the clawback of “incentive-based compensation” under the Exchange Act or under any applicable rules and regulations promulgated by the SEC. Effective Date; Term.
The 2020 Plan provides for grants of stock options, share appreciation rights, restricted shares, other share-based awards and other cash-based awards. Directors, officers and other employees of the Company and its affiliates, as well as others performing consulting or advisory services for the Company and its affiliates, are eligible for grants under the 2020 Plan.
The 2020 Incentive Plan provides for grants of stock options, share appreciation rights, restricted shares, other share-based awards and other cash-based awards. Directors, officers and other employees of the Company and its affiliates, as well as others performing consulting or advisory services for the Company and its affiliates, are eligible for grants under the 2020 Incentive Plan.
The Administrator may also grant limited SARs, either as Tandem SARs or Non-Tandem SARs, which may become exercisable only upon the occurrence of a change in control, as defined in the 2020 Plan, or such other event as the Administrator may designate at the time of grant or thereafter. Restricted Shares.
The Administrator may also grant limited SARs, either as Tandem SARs or Non-Tandem SARs, which may become exercisable only upon the occurrence of a change in control, as defined in the 2020 Incentive Plan, or such other event as the Administrator may designate at the time of grant or thereafter. Restricted Shares.
The Administrator may designate additional business criteria on which the performance goals may be based or adjust, modify or amend those criteria. Change in Control. In connection with a change in control, as defined in the 2020 Plan, the Administrator may accelerate vesting of outstanding awards under the 2020 Plan.
The Administrator may designate additional business criteria on which the performance goals may be based or adjust, modify or amend those criteria. Change in Control. In connection with a change in control, as defined in the 2020 Incentive Plan, the Administrator may accelerate vesting of outstanding awards under the 2020 Incentive Plan.
The Company has adopted a compensation committee charter which sets forth the requirements for compensation committee members and the responsibilities of the compensation committee. The 2020 Omnibus Incentive Plan of the Company is administered by the full board of directors. The purpose of the compensation committee is to review, evaluate and approve compensation paid to our officers and directors.
The Company has adopted a compensation committee charter which sets forth the requirements for compensation committee members and the responsibilities of the compensation committee. The 2020 Incentive Plan of the Company is administered by the full board of directors. The purpose of the compensation committee is to review, evaluate and approve compensation paid to our officers and directors.
Set forth below is a summary of the material terms of the 2020 Plan. The 2020 Plan was amended on August 9, 2024 to decrease the aggregate number of common shares that may be issued under the 2020 Plan by 400,000 common shares. Administration.
Set forth below is a summary of the material terms of the 2020 Incentive Plan. The 2020 Incentive Plan was amended on August 9, 2024 to decrease the aggregate number of common shares that may be issued under the 2020 Incentive Plan by 400,000 common shares. Administration.
A description of the 2020 Omnibus Equity Incentive Plan and the awards that may be made under this plan is set forth in the section entitled “ — Description of the 2020 Omnibus Incentive Plan .” Equity awards constitute a significant portion of executive compensation. Severance Benefit.
A description of the 2020 Omnibus Equity Incentive Plan and the awards that may be made under this plan is set forth in the section below entitled “ Description of the 2020 Omnibus Incentive Plan .” Equity awards constitute a significant portion of executive compensation. Severance Benefit.
The aggregate number of our common shares that may be issued or used for reference purposes under the 2020 Plan or with respect to which awards may be granted may not exceed 4,444,730 common shares.
The aggregate number of our common shares that may be issued or used for reference purposes under the 2020 Incentive Plan or with respect to which awards may be granted may not exceed 4,444,730 common shares.
Description of the 2020 Omnibus Incentive Plan We previously adopted the 2020 Omnibus Incentive Plan (the “2020 Plan”) prior to the consummation of the Business Combination with Tiberius, and the plan was approved by Tiberius’ shareholders at the Tiberius special meeting related to the Business Combination.
Description of the 2020 Omnibus Incentive Plan We previously adopted the 2020 Omnibus Incentive Plan (the “2020 Incentive Plan”) prior to the consummation of the Business Combination with Tiberius, and this plan was approved by Tiberius’ shareholders at the Tiberius special meeting related to the Business Combination.
The number of shares available for issuance under the 2020 Plan may be subject to adjustment in the event of a reorganization, share split, merger, amalgamation or similar change in the corporate structure.
The number of shares available for issuance under the 2020 Incentive Plan may be subject to adjustment in the event of a reorganization, share split, merger, amalgamation or similar change in the corporate structure.
In general, if awards under the 2020 Plan are for any reason cancelled, or expire or terminate unexercised, the shares covered by such awards may again be available for the grant of awards under the 2020 Plan.
In general, if awards under the 2020 Incentive Plan are for any reason cancelled, or expire or terminate unexercised, the shares covered by such awards may again be available for the grant of awards under the 2020 Incentive Plan.
Transferability. A wards granted under the 2020 Plan generally are nontransferable, other than by will or the laws of descent and distribution, except as determined by the Administrator. Recoupment of Awards.
Transferability. A wards granted under the 2020 Incentive Plan generally are nontransferable, other than by will or the laws of descent and distribution, except as determined by the Administrator. Recoupment of Awards.
The 2020 Plan was adopted by our board of directors and became effective on March 17, 2020. No award will be granted under the 2020 Plan on or after the 10-year anniversary of the 2020 Plan.
The 2020 Incentive Plan was adopted by our board of directors and became effective on March 17, 2020. No award will be granted under the 2020 Incentive Plan on or after the 10-year anniversary of the 2020 Incentive Plan.
Any award outstanding under the 2020 Plan at the time of termination will remain in effect until such award is exercised or has expired in accordance with its terms.
Any award outstanding under the 2020 Incentive Plan at the time of termination will remain in effect until such award is exercised or has expired in accordance with its terms.
The shares available for issuance under the 2020 Plan may be, in whole or in part, either our authorized and unissued common shares or common shares held in or acquired for our treasury.
The shares available for issuance under the 2020 Incentive Plan may be, in whole or in part, either our authorized and unissued common shares or common shares held in or acquired for our treasury.
The purpose of the Global Plan is to incentivize employees of the Company its subsidiaries by providing them with a proprietary interest in the long-term success of the Company.
The purpose of the Global Plan is to incentivize employees of the Company and its subsidiaries by providing them with a proprietary interest in the long-term success of the Company.
Mwaura has more than 28 years of financial services experience, with extensive reinsurance, accounting and advisory experience. She began her career in the insurance industry at Ernst & Young Ltd. (EY) in 1996, specializing in financial services and reinsurance. Ms. Mwaura was at EY from 1996 through 2013, including serving as a Partner from 2005 to 2013.
Mwaura has more than 30 years of financial services experience, with extensive reinsurance, accounting and advisory experience. She began her career in the insurance industry at Ernst & Young Ltd. (EY) in 1996, specializing in financial services and reinsurance. Ms. Mwaura was at EY from 1996 through 2013, including serving as a Partner from 2005 to 2013.
In the event of any of these occurrences, we may make any adjustments it considers appropriate to, among other things, the number and kind of shares, options or other securities available for issuance under the plan or covered by grants previously made under the 2020 Plan.
In the event of any of these occurrences, we may make any adjustments it considers appropriate to, among other things, the number and kind of shares, options or other securities available for issuance under this plan or covered by grants previously made under the 2020 Incentive Plan.
E. Share Ownership Ownership of the Company’s shares by its executive officers and directors is set forth in Item 7.A of this annual report. 131 Table of contents F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation. Not applicable.
E. Share Ownership Ownership of the Company’s shares by its executive officers and directors is set forth in Item 7.A of this annual report. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation. Not applicable. 132 Table of contents
Notwithstanding any other provision of the 2020 Plan, our board of directors may at any time amend any or all of the provisions of the 2020 Plan, or suspend or terminate it entirely, retroactively or otherwise, subject to shareholder approval in certain instances if required by applicable law; provided, however, that, unless otherwise required by law or specifically provided in the 2020 Plan, the rights of a participant with respect to awards granted prior to such amendment, suspension or termination may not be adversely affected without the consent of such participant.
Notwithstanding any other provision of the 2020 Incentive Plan, our board of directors may at any time amend any or all of the provisions of the 2020 Incentive Plan, or suspend or terminate it entirely, retroactively or otherwise, subject to shareholder approval in certain instances if required by applicable law; provided, however, that, unless otherwise required by law or specifically provided in the 2020 Incentive Plan, the rights of a 122 Table of contents participant with respect to awards granted prior to such amendment, suspension or termination may not be adversely affected without the consent of such participant.
Except as otherwise provided by the Administrator upon the award of restricted shares, the recipient generally has the rights of a shareholder with respect to the shares, including the right to vote the restricted shares and, conditioned upon the expiration 121 Table of contents of the applicable restricted period, the right to receive dividends and transfer such shares, subject to the conditions and restrictions generally applicable to restricted shares or specifically set forth in the recipient’s restricted shares agreement.
Except as otherwise provided by the Administrator upon the award of restricted shares, the recipient generally has the rights of a shareholder with respect to the shares, including the right to vote the restricted shares and, conditioned upon the expiration of the applicable restricted period, the right to receive dividends and transfer such shares, subject to the conditions and restrictions generally applicable to restricted shares or specifically set forth in the recipient’s restricted shares agreement.
(b) Partnership Shares The Company may provide eligible employees with the opportunity to purchase Shares up to the maximum value specified in Schedule 2 from time to time (the “Partnership Shares”). The current maximum is £1,800 in each tax year (or 10% of the eligible employee’s salary, if lower), using money deducted from their gross salary.
(b) Partnership Shares 127 Table of contents The Company may provide eligible employees with the opportunity to purchase Shares up to the maximum value specified in Schedule 2 from time to time (the “Partnership Shares”). The current maximum is £1,800 in each tax year (or 10% of the eligible employee’s salary, if lower), using money deducted from their gross salary.
The compensation committee will review director compensation and make recommendations to the board of directors regarding the form and amount of director compensation. Walid Jabsheh does not participate in compensation committee discussions regarding his own compensation. Corporate Governance Practices We are a “foreign private issuer” under applicable U.S. federal securities laws.
The compensation committee will review director compensation and make recommendations to the board of directors regarding the form and amount of director compensation. Walid Jabsheh does not participate in compensation committee discussions regarding his own compensation. 130 Table of contents Corporate Governance Practices We are a “foreign private issuer” under applicable U.S. federal securities laws.
The Administrator has authority to administer and interpret the 2020 Plan, to grant discretionary awards under the 2020 Plan, to determine the persons to whom awards will be granted, to determine the types of awards to be granted, to determine the terms and conditions of each award, to determine the number of common shares to be covered by each award, to make all other determinations in connection with the 2020 Plan and the awards thereunder as the Administrator deems necessary or desirable and to designate authority under the 2020 Plan to our employees, directors, officers and/or professional advisors.
The Administrator has authority to administer and interpret the 2020 Incentive Plan, to grant discretionary awards under the 2020 Incentive Plan, to determine the persons to whom awards will be granted, to determine the types of awards to be granted, to determine the terms and conditions of each award, to determine the number of common shares to be covered by each award, to make all other determinations in connection with the 2020 Incentive Plan and the awards thereunder as the Administrator deems necessary or desirable and to designate authority under the 2020 120 Table of contents Incentive Plan to our employees, directors, officers and/or professional advisors.
At the end of each year, the board of directors and compensation committee will determine the level of achievement for each corporate goal. Equity Awards. We have established an equity incentive plan to incentivize our employees, consultants, advisors and other persons who perform services for us.
At the end of each year, the board of directors and compensation committee will determine the level of achievement for each corporate goal. 119 Table of contents Equity Awards. We have established an equity incentive plan to incentivize our employees, consultants, advisors and other persons who perform services for us.
Base salaries are 119 Table of contents generally reviewed annually, subject to the terms of employment agreements, and the compensation committee and board will seek to adjust base salary amounts to realign such salaries with industry norms after taking into account individual responsibilities, performance and experience. Annual Bonuses.
Base salaries are generally reviewed annually, subject to the terms of employment agreements, and the compensation committee and board will seek to adjust base salary amounts to realign such salaries with industry norms after taking into account individual responsibilities, performance and experience. Annual Bonuses.
Except as otherwise provided in the applicable award agreement, and with respect to an award of restricted shares, a participant has no rights as a shareholder with respect to our common shares covered by any award until the participant is registered as the holder of such shares in our register of members. 122 Table of contents Amendment and Termination.
Except as otherwise provided in the applicable award agreement, and with respect to an award of restricted shares, a participant has no rights as a shareholder with respect to our common shares covered by any award until the participant is registered as the holder of such shares in our register of members. Amendment and Termination.
Free Shares and Matching Shares awarded under the UK Plan must generally be held in the UK Plan trust for a period of between three and five years as determined by the board from the date on which the relevant 127 Table of contents Shares are appropriated to eligible employees.
Free Shares and Matching Shares awarded under the UK Plan must generally be held in the UK Plan trust for a period of between three and five years as determined by the board from the date on which the relevant Shares are appropriated to eligible employees.
Jabsheh established Middle East Insurance Brokers and two years later founded 115 Table of contents International Marine & General Insurance Co. He also served as a member of the board of directors of HCC Insurance Holdings Inc. from 1994 until 1997.
Jabsheh established Middle East Insurance Brokers and two years later founded International Marine & General Insurance Co. He also served as a member of the board of directors of HCC Insurance Holdings Inc. from 1994 until 1997.
The board or the Nominee, as applicable, may process, store, transfer or disclose personal data of the Participants to the extent required for the implementation and administration of the Global Plan, subject to compliance with any applicable data protection laws. Tax Withholding.
The board or the Nominee, as applicable, may process, store, transfer or disclose personal data of the Participants to the extent required for the implementation and administration of the Global Plan, subject to compliance with any applicable data protection laws. 125 Table of contents Tax Withholding.
If a proposed amendment would be to the material disadvantage of one or more Participants in respect of existing rights under the UK Plan, the board must obtain consent from the affected Participants before making such change.
If a proposed 128 Table of contents amendment would be to the material disadvantage of one or more Participants in respect of existing rights under the UK Plan, the board must obtain consent from the affected Participants before making such change.
Due to his expatriate status working in the United Kingdom, the President and Chief Executive Officer is entitled to a tax-gross up with respect to his base salary and bonus, and a housing allowance of up to £120,000 annually.
Due to his expatriate status working in the UK, the President and Chief Executive Officer is entitled to a tax-gross up with respect to his base salary and bonus, and a housing allowance of up to £120,000 annually.
The 2020 Plan is administered by any committee of our board of directors duly authorized by our board of directors to administer the plan (and, if no committee is so authorized, by our board of directors).
The 2020 Incentive Plan is administered by any committee of our board of directors duly authorized by our board of directors to administer this plan (and, if no committee is so authorized, by our board of directors).
If the board decides that dividends should not be reinvested, such dividends shall be paid to the relevant Participant. The board may decide that Free Share 124 Table of contents Award and Matching Share Awards may accrue dividend equivalents which is a right to receive an additional amount before vesting and before Shares are delivered.
If the board decides that dividends should not be reinvested, such dividends shall be paid to the relevant Participant. The board may decide that Free Share Award and Matching Share Awards may accrue dividend equivalents which is a right to receive an additional amount before vesting and before Shares are delivered.
Employees will be able to participate only if they enter into a contract with the Company (referred to as free share agreement or partnership share agreement) and a nominee agreement with the Nominee. (a) Free Share Awards 123 Table of contents The board may grant Free Share Awards, representing conditional rights to receive Shares following vesting.
Employees will be able to participate only if they enter into a contract with the Company (referred to as free share agreement or partnership share agreement) and a nominee agreement with the Nominee. (a) Free Share Awards The board may grant Free Share Awards, representing conditional rights to receive Shares following vesting.
Wasef Jabsheh has specialized in marine and energy insurance for more than 50 years in various prominent roles with the Kuwait Insurance Co and with ADNIC (the Abu Dhabi National Insurance Company) from the mid-1970s to the late 1980s. In 1989, Mr.
Wasef Jabsheh has specialized in marine and energy insurance for more than 50 years in various 115 Table of contents prominent roles with the Kuwait Insurance Co and with ADNIC (the Abu Dhabi National Insurance Company) from the mid-1970s to the late 1980s. In 1989, Mr.
A Participant’s Award will lapse if the Participant transfers, assigns, charges or otherwise disposes of the Award or any of the rights in respect of it, whether voluntarily or involuntarily. 125 Table of contents Data Protection.
A Participant’s Award will lapse if the Participant transfers, assigns, charges or otherwise disposes of the Award or any of the rights in respect of it, whether voluntarily or involuntarily. Data Protection.
Dividend equivalents will be calculated on such basis as the board decides. Shares will rank equally in all respects with any existing common shares outstanding as of that date. Participants will only be entitled to rights attaching to Shares pursuant to the Company’s by-laws from the date of the allotment or transfer to them. Cessation of Employment .
Dividend equivalents will be calculated on such basis as the board decides. 124 Table of contents Shares will rank equally in all respects with any existing common shares outstanding as of that date. Participants will only be entitled to rights attaching to Shares pursuant to the Company’s by-laws from the date of the allotment or transfer to them.
Where a Participant who holds a Free Share Award and/or Matching Share Award ceases to be an employee before vesting, the Award will generally lapse on the date the Participant ceases to be an employee.
Cessation of Employment . Where a Participant who holds a Free Share Award and/or Matching Share Award ceases to be an employee before vesting, the Award will generally lapse on the date the Participant ceases to be an employee.
Our Amended and Restated Bye-laws provide that our board of directors is divided into three classes designated as Class I, Class II and Class III with as nearly equal a number of directors in each group as possible.
Classification of Directors Our board of directors is comprised of seven directors. Our Amended and Restated Bye-laws provide that our board of directors is divided into three classes designated as Class I, Class II and Class III with as nearly equal a number of directors in each class as possible.
Prior to that, he was the director of finance and administration of the London Metal Exchange between 1987 and 1989, chief executive officer of The London Metal Exchange from 1989 to 2001, managing director and acting Chief Executive of the Dubai Financial Services Authority from 2003 to 2005 and managing director of global banking in the MENA division of HSBC Bank Middle East Limited from 2005 to 2008.
Prior to that, he was the director of finance and administration of the London Metal Exchange between 1987 and 1989, chief executive officer of The London Metal Exchange from 1989 to 2001, managing director and acting Chief Executive of the DFSA from 2003 to 2005 and managing director of global banking in the MENA division of HSBC Bank Middle East Limited from 2005 to 2008.
D. Employees As of December 31, 2024, 2023 and 2022, we had 473, 401 and 355 employees, respectively. The following table shows the number of employees, including management staff, by geography and function as of December 31, 2024.
D. Employees As of December 31, 2025, 2024 and 2023, we had 484, 473 and 401 employees, respectively. The following table shows the number of employees, including management staff, by geography and function as of December 31, 2025.
Anthony holds a Master of Science degree in Economic History from the University of London. Michael T. Gray has served as an independent non-executive Director since March 17, 2020. Mr. Gray has over 30 years of leadership experience in the insurance industry.
Anthony holds a Master of Science degree in Economic History from the University of London. On March 18, 2026, David Anthony retired from the Board. Michael T. Gray has served as an independent non-executive Director since March 17, 2020. Mr. Gray has over 30 years of leadership experience in the insurance industry.
For purposes of 120 Table of contents this discussion, the body that administers the 2020 Plan is referred to as the “Administrator.” The body that currently administers the 2020 Plan is our board of directors.
For purposes of this discussion, the body that administers the 2020 Incentive Plan is referred to as the “Administrator.” The body that currently administers the 2020 Incentive Plan is our board of directors.
Poole 44 Director Hatem Wasef Jabsheh 45 Chief Operating Officer Pervez Rizvi 63 Chief Financial Officer Christopher Jarvis 56 Chief Underwriting Officer Andreas Loucaides 72 Chief Executive Officer, IGI UK The business address of Wasef Salim Jabsheh, Hatem Wasef Jabsheh and Pervez Rizvi is 74 Abdel Hamid Sharaf Street, P.O. Box 941428, Amman 11194, Jordan.
Poole 45 Director Hatem Wasef Jabsheh 46 Chief Operating Officer Pervez Rizvi 64 Chief Financial Officer Christopher Jarvis 57 Chief Underwriting Officer Andreas Loucaides 73 Chief Executive Officer, IGI UK The business address of Wasef Salim Jabsheh, Hatem Wasef Jabsheh and Pervez Rizvi is 74 Abdel Hamid Sharaf Street, P.O. Box 941428, Amman 11194, Jordan.
She also serves as the Executive Director of the Bermuda Public Accountability Board in Bermuda. Ms. Mwaura holds a Bachelor of Commerce (Co-op) degree from Dalhousie University and is a Chartered Professional Accountant (CPA) and a member of CPA Bermuda. Andrew J. Poole has served as an independent non-executive Director since March 17, 2020. Mr.
Mwaura holds a Bachelor of Commerce (Co-op) degree from Dalhousie University and is a Chartered Professional Accountant (CPA) and a member of CPA Bermuda. Andrew J. Poole has served as an independent non-executive Director since March 17, 2020. Mr.
Previously, Wasef Jabsheh served as our Chief Executive Officer between March 17, 2020 and June 30, 2023. Wasef Jabsheh founded IGI in 2001 and served as the Chief Executive Officer and Vice Chairman of IGI Dubai from 2011 until March 17, 2020.
Wasef Jabsheh founded IGI in 2001 and served as the Chief Executive Officer and Vice Chairman of IGI Dubai from 2011 until March 17, 2020.
We believe that having Wasef Jabsheh act as our Executive Chairman and Walid Jabsheh acting as President and Chief Executive Officer is most appropriate at this time for us because it provides us with consistent and efficient leadership, both with respect to our operations and the leadership of the board of directors.
We believe that having Wasef Jabsheh act as our Executive Chairman and Walid Jabsheh acting as President and Chief Executive Officer provides us with consistent and efficient leadership, both with respect to our operations and the leadership of the board of directors.
Wanda Mwaura serves as the audit committee financial expert (within the meaning of SEC regulations). The Company has adopted an audit committee charter which sets forth the requirements for audit committee members and the responsibilities of the audit committee.
Each of the members of our audit committee is and has been independent under SEC and Nasdaq rules. Wanda Mwaura serves as the audit committee financial expert (within the meaning of SEC regulations). The Company has adopted an audit committee charter which sets forth the requirements for audit committee members and the responsibilities of the audit committee.
Mwaura is an independent non-executive director for a Bermuda regulated bank serving as audit committee member. She is also an independent non-executive director for a London Stock Exchange listed independent exploration and production company where she serves as a member of the remuneration committee and nomination committee as well as the audit and risk committee chair.
She is also an independent non-executive director for a London Stock Exchange listed independent exploration and production company where she serves as a member of the remuneration committee and nomination committee as well serve as the audit and risk committee chair. She also serves as the Executive Director of the Bermuda Public Accountability Board in Bermuda. Ms.
The aggregate grant date fair value of the restricted shares granted to these executive officers and other employees was approximately $5.8 million. In March 2024, our board of directors awarded 89,728 restricted shares to Wasef Jabsheh. These shares vest in three equal installments on January 2, 2025, January 2, 2026 and January 2, 2027.
These shares vest in three equal installments on January 2, 2026, January 2, 2027 and January 2, 2028. The aggregate grant date fair value of the restricted shares granted to these executive officers and other employees was approximately $7.3 million. In February 2025, our board of directors awarded 45,692 restricted shares to Wasef Jabsheh.
Description of IGI (UK) Stock Purchase Plan On August 8, 2024, the board approved the adoption of the IGI UK Stock Purchase Plan (the “UK Plan”) pursuant to which 200,000 common shares (“Shares”) of the Company may be offered or sold to eligible employees of the Company and any participating subsidiary of the Company who have enrolled in the UK Plan (the “Participants”) to acquire common shares of the Company through payroll deductions.
The right of the Company or any subsidiary to terminate any Participant shall not be diminished or affected because any rights to purchase Shares have been granted to such Participant. 126 Table of contents Description of IGI (UK) Stock Purchase Plan On August 8, 2024, the board approved the adoption of the IGI UK Stock Purchase Plan (the “UK Plan”) pursuant to which 200,000 common shares (“Shares”) of the Company may be offered or sold to eligible employees of the Company and any participating subsidiary of the Company who have enrolled in the UK Plan (the “Participants”) to acquire common shares of the Company through payroll deductions.
The grant date fair value of these restricted shares was $1.2 million. Executive Officer Compensation Our policies with respect to the compensation of our executive officers are administered by our board of directors in consultation with our compensation committee.
These shares vest in three equal installments on January 2, 2026, January 2, 2027 and January 2, 2028. The grant date fair value of these restricted shares was $1.2 million. Executive Officer Compensation Our policies with respect to the compensation of our executive officers are administered by our board of directors in consultation with our compensation committee.
Wasef Jabsheh previously served as our Chairman of the board of directors and Chief Executive Officer. On June 30, 2023, Mr. Jabsheh resigned from the position of Chief Executive Officer and, on July 1, 2023, was appointed Executive Chairman, while Walid Jabsheh was appointed as our President and Chief Executive Officer.
Jabsheh resigned from the position of Chief Executive Officer and, on July 1, 2023, was appointed Executive Chairman, while Walid Jabsheh was appointed as our President and Chief Executive Officer.
A director will hold office until the annual general meeting for the year in which his or her term expires, subject to his or her office being vacated in accordance with our Amended and Restated Bye-laws. David Anthony and David King are Class I Directors with terms expiring at our 2027 annual general meeting.
All directors will hold office until the annual general meeting for the year in which his or her term expires, subject to his or her office being vacated in accordance with our Amended and Restated Bye-laws.
Gray graduated from the Harvard Business School “Presidents Program in Leadership” in 2020. David King has served as an independent non-executive Director since March 17, 2020. Mr.
Gray graduated from the Harvard Business School “Presidents Program in Leadership” in 2020. David King has served as an independent non-executive Director since March 17, 2020. Mr. King served as a non-executive Director on the board of our wholly-owned subsidiary, IGI Dubai, from November 2012 through 2020.
Wanda Mwaura and Andrew Poole are Class II Directors with terms expiring at our 2025 annual general meeting. Wasef Jabsheh, Walid Jabsheh and Michael Gray are Class III Directors with terms expiring at our 2026 annual general meeting.
Collett replaced David Anthony as a Class I director with a term expiring at our 2027 annual general meeting. Wanda Mwaura and Andrew Poole are Class II Directors with terms expiring at our 2028 annual general meeting. Wasef Jabsheh, Walid Jabsheh and Michael Gray are Class III Directors with terms expiring at our 2026 annual general meeting.
The vesting of Free Share Awards may be subject to the achievement of one or more performance conditions. Following vesting of Free Share Awards, the Nominee will hold Shares on behalf of the Participants.
The vesting of Free Share Awards may be subject to the achievement of one or more performance conditions.
The nominating/governance committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors, advising the board of directors and making recommendations regarding appropriate corporate governance practices, and leading the board of directors in the annual performance evaluation of the board of directors and its committees. 129 Table of contents Compensation Committee As a foreign private issuer, the Company is not required to have a compensation committee or a compensation committee consisting only of independent directors.
The nominating/governance committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors, advising the board of directors and making recommendations regarding appropriate corporate governance practices, and leading the board of directors in the annual performance evaluation of the board of directors and its committees.
(b) Partnership Share Awards The board may grant Partnership Share Awards, representing rights to purchase Shares by deducting contributions from the Participant’s salary or by another payment method agreed by the board.
Following vesting of Free Share Awards, the Nominee will hold Shares on behalf of the Participants. 123 Table of contents (b) Partnership Share Awards The board may grant Partnership Share Awards, representing rights to purchase Shares by deducting contributions from the Participant’s salary or by another payment method agreed by the board.
However, IGI’s board of directors has a nominating/governance committee with a majority of independent directors. The members of the nominating/governance committee are Walid Jabsheh, Michael Gray and David King. David King is the chair of the nominating/governance committee.
Nominating/Governance Committee As a foreign private issuer, the Company is not required to have a nominating/governance committee or a nominating/governance committee composed entirely of independent directors. However, IGI’s board of directors has a nominating/governance committee with a majority of independent directors. The members of the nominating/governance committee are Walid Jabsheh, Michael Gray and David King.
Recipients of restricted shares are required to enter into a restricted shares agreement with us that states the restrictions to which the shares are subject, which may include satisfaction of pre-established performance goals, and the criteria or date or dates on which such restrictions will lapse.
Unless the Administrator determines otherwise at the time of award, the payment of dividends, if any, will be deferred until the expiration of the applicable restriction period. 121 Table of contents Recipients of restricted shares are required to enter into a restricted shares agreement with us that states the restrictions to which the shares are subject, which may include satisfaction of pre-established performance goals, and the criteria or date or dates on which such restrictions will lapse.
Underwriting Underwriting Support Claims and reinsurance Finance, administration and investments IT Other Total Amman 31 87 32 36 25 74 285 London 56 - 10 9 19 36 130 Dubai 11 - - 2 - 3 16 Casablanca 4 - - 1 - 1 6 Labuan 5 - - 2 9 1 17 Malta 2 - - 1 8 2 13 Bermuda 1 - - 1 - 1 3 Norway 2 - - - - 1 3 Total 112 87 42 52 61 119 473 We consider our relationship with our employees to be good and have not experienced interruptions to operations due to labor disagreements.
Underwriting Underwriting Support Claims and reinsurance Finance, administration and investments IT Other Total Amman 30 94 37 38 30 66 295 London 56 5 12 9 13 35 130 Dubai 11 - - 2 - 3 16 Casablanca 4 - - 1 - 1 6 Labuan 5 - - 1 7 2 15 Malta 2 - - 2 9 2 15 Bermuda 1 - - 1 - 2 4 Norway 2 - - - - 1 3 Total 111 99 49 54 59 112 484 We consider our relationship with our employees to be good and have not experienced interruptions to operations due to labor disagreements.
Currently, Mr. Jabsheh’s appointed directors — Wasef Jabsheh and Walid Jabsheh — are serving as Class III Directors with their terms expiring at our 2026 annual general meeting. Family Relationships Wasef Jabsheh, our Executive Chairman, is the father of Walid Jabsheh, our President and Chief Executive Officer, and Hatem Jabsheh, our Chief Operating Officer.
The Jabsheh appointed Directors are Wasef Jabsheh and Walid Jabsheh. Family Relationships Wasef Jabsheh, our Executive Chairman, is the father of Walid Jabsheh, our President and Chief Executive Officer, and Hatem Jabsheh, our Chief Operating Officer.
Approval of Certain Transactions Our Amended and Restated Bye-laws provide that the Company shall not take any of the following actions without the approval of a majority of the board of directors, such majority to include the affirmative vote of each Jabsheh Director: • sell or dispose of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis; • enter into any transaction in which one or more third parties acquire or acquires 25% or more of the Company’s common shares; • enter into any merger, consolidation, or amalgamation with an aggregate value equal to or greater than $75 million (exclusive of inter-company transactions); • alter the size of the board of directors; • incur debt in an amount of $50 million (or other equivalent currency) or more; and • issue common shares (or securities convertible into common shares) in an amount equal to or greater than 10% of the then issued and outstanding common shares of the Company.
The Financial Code of Ethics provides that each officer must act ethically with honesty and integrity (including ethical handling of conflicts of interest), provide full and accurate disclosure in SEC filings and public communications, comply with applicable laws and regulations, act in good faith, responsibly, with due care, competence and diligence, promote honest and ethical behavior by others, respect the confidentiality of information acquired in the course of employment, responsibly use and maintain all assets and resources employed or entrusted to the officer, and promptly internally report violations of this Financial Code to the designated Compliance Officer and in the case of the Executive Chairman, President and CEO, and CFO, to the board of directors and/or audit committee or audit & risk committee, as applicable, of the board of directors. 131 Table of contents Approval of Certain Transactions Our Amended and Restated Bye-laws provide that the Company shall not take any of the following actions without the approval of a majority of the board of directors, such majority to include the affirmative vote of each Jabsheh appointed Director: • sell or dispose of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis; • enter into any transaction in which one or more third parties acquire or acquires 25% or more of the Company’s common shares; • enter into any merger, consolidation, or amalgamation with an aggregate value equal to or greater than $75 million (exclusive of inter-company transactions); • alter the size of the board of directors; • incur debt in an amount of $50 million (or other equivalent currency) or more; and • issue common shares (or securities convertible into common shares) in an amount equal to or greater than 10% of the then issued and outstanding common shares of the Company.
(a) Free Shares 126 Table of contents Eligible employees may be awarded free shares worth up to the maximum statutory limit (the “Free Shares”) which is currently £3,600 in each tax year.
(a) Free Shares Eligible employees may be awarded free shares worth up to the maximum statutory limit (the “Free Shares”) which is currently £3,600 in each tax year. If the Company wishes, the award of Free Shares can be based on the achievement of individual, unit, department, section or company-related performance measures which must be fair and objective.
Audit Committee The members of IGI’s audit committee are David Anthony, David King and Wanda Mwaura. Wanda Mwaura is the chair of the audit committee. The audit committee must be composed exclusively of “independent directors,” as defined by the rules and regulations of the SEC. Each of the members of our audit committee is independent under SEC and Nasdaq rules.
Effective March 19, 2026, Andrew Poole was appointed to the audit committee upon the retirement of David Anthony on March 18, 2026. Wanda Mwaura is the chair of the audit committee. The audit committee must be composed exclusively of “independent directors,” as defined by the rules and regulations of the SEC.
The business address of Wanda Mwaura is Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda. Biographical information concerning our directors and executive officers listed above is set forth below. Wasef Jabsheh serves as our Executive Chairman of the board, a position he has held since July 1, 2023.
Poole is 2650 Woodley Rd NW Apt 7, Washington, DC, 20008, United States. The business address of Wanda Mwaura is Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda. Biographical information concerning our directors and executive officers listed above is set forth below.
Free Shares must be held by the Trustee for a holding period of three to five years, to be determined by the board.
Otherwise Free Shares must be awarded to eligible employees on the same terms, although awards can vary by reference to remuneration, length of service or hours worked. Free Shares must be held by the Trustee for a holding period of three to five years, to be determined by the board.
We believe that the separation of the roles of Executive Chairman and Chief Executive Officer, together with the significant responsibilities of the board’s independent directors, provides an appropriate balance between leadership and independent oversight. Committees of the Board of Directors We have established a separately standing audit committee, compensation committee and nominating/governance committee.
This leadership structure increases the effectiveness of our board’s deliberations and the Company’s day-to-day operations, and ensures the consistent implementation of our strategies. We believe that the separation of the roles of Executive Chairman and Chief Executive Officer, together with the significant responsibilities of the board’s independent directors, provides an appropriate balance between leadership and independent oversight.
Compensation The aggregate amount of cash compensation, consisting of salaries, bonuses and other short-term benefits paid by us to our executive officers collectively during 2024, was approximately $8.4 million for services in all capacities.
He is also the father of Hani Jabsheh, who was a non-executive director of IGI Dubai until shortly after the consummation of the Business Combination. B. Compensation The aggregate amount of cash compensation, consisting of salaries, bonuses and other short-term benefits paid by us to our executive officers collectively during 2025, was approximately $9.1 million for services performed.
In addition, we have accrued $2.7 million of long-term benefits as of December 31, 2024 (in the form of the earn-out value of shares) in connection with the grant of restricted shares to certain executive officers. The aggregate amount of cash compensation paid and accrued to our non-employee directors during 2024 was approximately $0.5 million.
In addition, we have accrued $3.3 million of long-term benefits as of December 31, 2025 in connection with the grant of restricted shares to certain executive officers.
However, subcommittees do not have the authority to engage independent legal counsel, accounting experts or other advisors unless expressly granted such authority by the audit committee. Nominating/Governance Committee As a foreign private issuer, the Company is not required to have a nominating/governance committee or a nominating/governance committee composed entirely of independent directors.
However, subcommittees do not have the authority to engage independent legal counsel, accounting experts or other advisors unless expressly granted such authority by the audit committee. On March 18, 2026, the Board of Directors agreed to change the name of the committee to Audit & Risk Committee to better reflect the nature of its oversight and responsibilities.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Our shareholders entitled to vote for the election of directors may, at any special general meeting convened and held in accordance with the Amended and Restated Bye-laws, remove a director only with cause, provided that the notice of any such meeting convened for the purpose of removing a director must contain a statement of the intention so to do and be served on such director not less than 14 days before the meeting and at such meeting the director will be entitled to be heard on the motion for such director’s removal; provided further that a Jabsheh Director may only be removed by Wasef Jabsheh by notice in writing to the Jabsheh Director and the secretary, so long as Wasef Jabsheh is entitled to appoint such director in accordance with the Amended and Restated Bye-laws.
Our shareholders entitled to vote for the election of directors may, at any special general meeting convened and held in accordance with the Amended and Restated Bye-laws, remove a director only with cause, provided that the notice of any such meeting convened for the purpose of removing a director must contain a statement of the intention so to do and be served on such director not less than 14 days before the meeting and at such meeting the director will be entitled to be heard on the motion for such director’s removal; provided further that a Jabsheh appointed Director may only be removed by Jabsheh by notice in writing to the Jabsheh appointed Director and the secretary, so long as Jabsheh is entitled to appoint such director in accordance with the Amended and Restated Bye-laws.
Jabsheh is currently the President and Chief Executive Officer of the Company and is the son of Wasef Jabsheh. (4) As of December 31, 2024, Hatem Wasef Jabsheh’s ownership includes 25,879 common shares owned by his wife Sarah Ann Bystrzycki, for which common shares he disclaims beneficial ownership.
Jabsheh is currently the President and Chief Executive Officer of the Company and is the son of Wasef Jabsheh. (4) As of December 31, 2025, Hatem Wasef Jabsheh’s ownership includes 25,879 common shares owned by his wife Sarah Ann Bystrzycki, for which common shares he disclaims beneficial ownership.
In addition, the indemnification agreements provide that the Company will advance, to the extent not prohibited by law, the expenses incurred by the indemnitee in connection with any proceeding, and such advancement will be made within 30 days after the receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any proceeding.
In addition, the indemnification agreements provide that the Company will advance, to the extent not prohibited by law, the expenses incurred by the indemnitee in connection with any proceeding, and such advancement will be made within 30 days after the 136 Table of contents receipt by the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any proceeding.
(3) As of December 31, 2024, Walid Wasef Jabsheh’s ownership included 82,455 common shares owned by his wife Zeina Salem Al Lozi, for which common shares he disclaims beneficial ownership.
(3) As of December 31, 2025, Walid Wasef Jabsheh’s ownership included 82,455 common shares owned by his wife Zeina Salem Al Lozi, for which common shares he disclaims beneficial ownership.
Jabsheh and 14,242,403 common shares are owned by W. Jabsheh Investment Co., for which Wasef Jabsheh is the sole director and officer. Mr. Jabsheh is the Executive Chairman of the Company’s board of directors.
Jabsheh and 14,242,403 common shares are owned by W. Jabsheh Investment Company Ltd., for which Wasef Jabsheh is the sole director and officer. Mr. Jabsheh is the Executive Chairman of the Company’s board of directors.
Under the Registration Rights Agreement, we agreed to indemnify the Sellers and certain persons or entities related to the Sellers such as their officers, directors, employees, agents and representatives against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell Registrable Securities, unless such liability arose from their misstatement or omission, and the Sellers including Registrable Securities in any registration statement or prospectus agreed to indemnify the Company and certain persons or entities related to the Company such as its officers and directors and underwriters against all losses caused by their material misstatements or omissions in those documents.
Under the Registration Rights Agreement, we agreed to indemnify the Sellers and certain persons or entities related to the Sellers such as their officers, directors, employees, agents and representatives against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell Registrable Securities, unless such liability arose from their misstatement or omission, and the Sellers including Registrable Securities in any registration statement or prospectus agreed to indemnify the Company and certain persons or entities related to the Company such as its officers and directors and underwriters against all losses caused by their material misstatements or omissions in those documents. 135 Table of contents Shareholders Rights under the Amended & Restated Bye-laws Nomination of Directors.
Poole’s beneficial ownership of 648,592 common shares included 55,485 common shares owned by his wife Sarah Karp, 55,485 common shares owned by his son Torin Perry Poole, 3,227 common shares owned by his daughter Mila Adeline Poole, and 2,863 common shares owned by his daughter Isla Dae Poole, for all of which he disclaims beneficial ownership.
Poole’s beneficial ownership of 648,592 common shares included 55,485 common shares owned by his wife Sarah Karp, 230,000 common shares owned by his son Torin Perry Poole, 3,227 common shares owned by his daughter Mila Adeline Poole, and 2,863 common shares owned by his daughter Isla Dae Poole.
(“Tiberius”) prior to the consummation of the business combination between the Company and Tiberius and is currently a director of the Company. (9) As of December 31, 2024, Andrew J.
(“Tiberius”) prior to the consummation of the business combination between the Company and Tiberius and is currently a director of the Company. 134 Table of contents (9) As of December 31, 2025, Andrew J.
Jabsheh’s ownership does not include 806,982 common shares beneficially owned by his brothers or 14,462,939 common shares beneficially owned by his father, as Mr. Jabsheh does not have the right to vote or dispose of such common shares and thus does not have beneficial ownership of such common shares. Mr.
Jabsheh’s ownership does not include 829,082 common shares beneficially owned by his brothers or 14,508,631 common shares beneficially owned by his father, as Mr. Jabsheh does not have the right to vote or dispose of such common shares and thus does not have beneficial ownership of such common shares. Mr.
(11) According to a Schedule 13G/A filed with the SEC on February 11, 2025, Royce & Associates, LP beneficially owned 2,394,020 common shares of the Company as of December 31, 2024. Royce & Associates, LP’s shares are beneficially owned by one or more registered investment companies or other managed accounts that are investment management clients of Royce & Associates, LP.
(11) According to a Schedule 13F filed with the SEC on February 9, 2026, Royce & Associates, LP beneficially owned 3,151,198 common shares of the Company as of December 31, 2025. Royce & Associates, LP’s shares are beneficially owned by one or more registered investment companies or other managed accounts that are investment management clients of Royce & Associates, LP.
Jabsheh’s ownership does not include 979,719 common shares beneficially owned by his brothers or 14,462,939 common shares beneficially owned by his father, as Mr. Jabsheh does not have the right to vote or dispose of such common shares and thus does not have beneficial ownership of such common shares. Mr.
Jabsheh’s ownership does not include 1,021,113 common shares beneficially owned by his brothers or 14,508,631 common shares beneficially owned by his father, as Mr. Jabsheh does not have the right to vote or dispose of such common shares and thus does not have beneficial ownership of such common shares. Mr.
Related Party Transactions Transactions Related to the Business Combination Registration Rights Agreement with Former IGI Dubai Shareholders At the Closing, the Company, the Purchaser Representative and the Sellers entered into a Registration Rights Agreement (the “Registration Rights Agreement”) that became effective upon the consummation of the Business Combination.
Registration Rights Agreement with Former IGI Dubai Shareholders At the closing of the Business Combination between IGI and Tiberius in March 2020, the Company, the Purchaser Representative and the Sellers entered into a Registration Rights Agreement (the “Registration Rights Agreement”) that became effective upon the consummation of the Business Combination.
Major Shareholders The following table sets forth information regarding beneficial ownership of the Company’s common shares based on 45,108,936 common shares issued and outstanding as of December 31, 2024, with respect to beneficial ownership of our shares by: • each person known by us to be the beneficial owner of more than 5% of our issued and outstanding common shares; • each of our executive officers and directors; and • all our executive officers and directors as a group.
Major Shareholders The table below sets forth information regarding beneficial ownership of the Company’s common shares based on 42,842,216 common shares issued and outstanding as of December 31, 2025, with respect to beneficial ownership of our shares by: • each person known by us to be the beneficial owner of more than 5% of our issued and outstanding common shares; and • our executive officers and directors.
Wasef Jabsheh’s ownership does not include 1,387,576 common shares beneficially owned by his adult children, as Mr. Jabsheh does not have the right to vote or dispose of such common shares and thus does not have beneficial ownership of such common shares. Of the 14,462,939 common shares beneficially owned by Wasef Jabsheh, 220,536 common shares are directly owned by Mr.
Wasef Jabsheh’s ownership does not include 1,449,970 common shares beneficially owned by his adult children, as Mr. Jabsheh does not have the right to vote or dispose of such common shares and thus does not have beneficial ownership of such common shares. Of the 14,508,631 common shares beneficially owned by Wasef Jabsheh, 266,228 common shares are directly owned by Mr.
Gray’s beneficial ownership of 2,713,503 common shares included 1,793,722 common shares owned by the Gray Insurance Company, of which Michael T. Gray is President and 105,741 common shares owned by his wife Linda Gray, for which shares he disclaims beneficial ownership. Mr. Gray’s ownership does not include 100,000 common shares owned by his adult son Joe Skuba.
(8) As of December 31, 2025, Michael T. Gray’s beneficial ownership of 2,713,503 common shares included 1,793,722 common shares owned by the Gray Insurance Company, of which Michael T. Gray is President and 105,741 common shares owned by his wife Linda Gray, for which shares he disclaims beneficial ownership. Mr.
As of December 31, 2024, his shares also included 138,334 restricted shares for which he has the right to vote, of which 65,001 vest on January 2, 2025, 46,667 vest on January 2, 2026 and 26,666 vest on January 2, 2027. Mr.
As of December 31, 2025 his shares also included 61,001 restricted shares for which he has the right to vote, of which 33,667 vest on January 2, 2026. 20,334 vest on January 2, 2027 and 7,000 vest on January 2, 2028. Mr.
As of December 31, 2024, his shares also included 78,333 restricted shares for which he has the right to vote, of which 38,332 vest on January 2, 2025, 26,667 vest on January 2, 2026 and 13,334 vest on January 2, 2027. Mr.
As of December 31, 2025, his shares also included 113,333 restricted shares for which he has the right to vote, of which 59,999 vest on January 2, 2026, 40,000 vest on January 2, 2027 and 13,334 vest on January 2, 2028.
Our Amended and Restated Bye-laws provide that our directors will be elected by the shareholders at an annual general meeting or at any special general meeting called for that purpose, subject to the following: • Wasef Jabsheh is entitled to appoint and classify two directors (such Wasef Jabsheh-appointed directors, “Jabsheh Directors”) for so long as (1) Wasef Jabsheh, members of Wasef Jabsheh’s immediate family and/or natural lineal descendants of Wasef Jabsheh or a trust or other similar entity established for the exclusive benefit of Jabsheh and his immediate family and natural lineal descendants (the “Jabsheh Family”) and/or their affiliates own at least 10% of our issued and outstanding common shares and (2) Wasef Jabsheh is a shareholder of the Company; and • Wasef Jabsheh will be entitled to appoint and classify one Jabsheh Director for so long as (1) Wasef Jabsheh, the Jabsheh Family and/or their affiliates own at least 5% (but less than 10%) of our issued and outstanding common shares and (2) Wasef Jabsheh is a shareholder of the Company.
Jabsheh Investment Company Ltd.) (“Jabsheh”, as applicable), is entitled to appoint and classify two directors (each a “Jabsheh appointed Directors”) for so long as (1) Jabsheh, members of Wasef Jabsheh’s immediate family and/or his natural lineal descendants or a trust or other similar entity established for the exclusive benefit of Wasef Jabsheh and his immediate family and natural lineal descendants (the “Jabsheh Family”) and/or their affiliates own at least 10% of our issued and outstanding common shares and (2) Jabsheh is a shareholder of the Company; and • Jabsheh is entitled to appoint and classify one Director a (“Jabsheh appointed Directors”) for so long as (1) Jabsheh, the Jabsheh Family and/or their affiliates own at least 5% (but less than 10%) of our issued and outstanding common shares and (2) Jabsheh is a shareholder of the Company.
The business address of each of The Gray Insurance Company and Michael T. Gray is 3601 N Interstate 10 Service Rd W Metairie, LA 70002. Mr. Gray was previously the Chairman and Chief Executive Officer of Tiberius Acquisition Corp.
Gray’s ownership does not include 54,264 common shares owned by his adult son Joe Skuba. The business address of each of The Gray Insurance Company and Michael T. Gray is 3601 N Interstate 10 Service Rd W Metairie, LA 70002. Mr. Gray was previously the Chairman and Chief Executive Officer of Tiberius Acquisition Corp.
Poole (9) 648,592 1.4 % David Anthony * * David King * * Wanda Mwaura * * All directors and executive officers as a group (eleven individuals) 19,056,485 42.2 % Five Percent or Greater Shareholders Oman International Development & Investment Company SAOG (10) 9,575,138 21.2 % Royce & Associates, LP (11) 2,394,020 5.3 % * Less than 1% (1) Based on 45,108,936 common shares of the Company issued and outstanding as of December 31, 2024.
Poole, Director (9) 648,592 1.5 % David Anthony, Director * * David King, Director * * Wanda Mwaura, Director * * All directors and executive officers as a group (eleven individuals) 19,128,390 44.6 % Five Percent or Greater Shareholders who are not Directors or Executive Officers of the Company Oman International Development & Investment Company SAOG (10) 9,575,138 22.3 % Royce & Associates, LP (11) 3,151,198 7.4 % 133 Table of contents * Less than 1% (1) Based on 42,842,216 common shares of the Company issued and outstanding as of December 31, 2025.
We believe that, as of December 31, 2024, approximately 20.7 million of our common shares, or 46% of our total outstanding common shares, were held by 17 U.S. record holders. Unless otherwise indicated, the business address of each beneficial owner listed in the tables below is c/o International General Insurance Holdings Ltd., 74 Abdel Hamid Sharaf Street, P.O.
We believe that, as of December 31, 2025, at least 56% of our common shares are foreign owned, and at most 44% are U.S. owned by 12 U.S. record holders. Unless otherwise indicated, the business address of each beneficial owner listed in the tables below is c/o International General Insurance Holdings Ltd., 74 Abdel Hamid Sharaf Street, P.O.
(7) As of December 31, 2024, all of Christopher Jarvis’ shares were restricted shares, of which 8,333 vest on January 2, 2025, 8,333 vest on January 2, 2026 and 8,334 vest on January 2, 2027. (8) As of December 31, 2024, Michael T.
(7) As of December 31, 2025, Christopher Jarvis’ shares included 31,667 restricted shares, of which 13,333 vest on January 2, 2026, 13,334 vest on January 2, 2027 and 5,000 vest on January 2, 2028.
The business address of Andrew Poole is 3601 N Interstate 10 Service Rd W Metairie, LA 70002. Mr. Poole was previously the Chief Investment Officer of Tiberius prior to the consummation of the business combination between the Company and Tiberius and is currently a director of the Company.
The business address of Andrew Poole is 2650 Woodley Rd NW Apt 7, Washington, DC, 20008. Mr. Poole was previously the Chief Investment Officer of Tiberius prior to the consummation of the business combination between the Company and Tiberius and is currently a director of the Company.
(6) As of December 31, 2024, Andreas Loucaides’ shares included 58,334 restricted shares, of which 28,334 vest on January 2, 2025, 20,000 vest on January 2, 2026 and 10,000 vest on January 2, 2027.
(6) As of December 31, 2025, Andreas Loucaides’ shares included 46,500 restricted shares, of which 25,500 vest on January 2, 2026, 15,500 vest on January 2, 2027 and 5,500 vest on January 2, 2028.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of the Company. B.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of the Company. B. Related Party Transactions See Note 20 to the consolidated financial statements in Item 17 for related party transactions disclosed.
Jabsheh is currently the Chief Operating Officer of the Company and is the son of Wasef Jabsheh. 133 Table of contents (5) As of December 31, 2024, Pervez Rizvi’s shares included 48,333 restricted shares, of which 23,332 vest on January 2, 2025, 16,667 vest on January 2, 2026 and 8,334 vest on January 2, 2027.
Jabsheh is currently the Chief Operating Officer of the Company and is the son of Wasef Jabsheh. (5) As of December 31, 2025, Pervez Rizvi’s shares included 38,501 restricted shares, of which 21,167 vest on January 2, 2026, 12,834 vest on January 2, 2027 and 4,500 vest on January 2, 2028.
(2) As of December 31, 2024, Wasef Salim Jabsheh’s beneficial ownership of 14,462,939 common shares included 226,060 restricted shares for which he has the right to vote, of which 122,971 vest on January 2, 2025, 73,179 vest on January 2, 2026 and 29,910 vest on January 2, 2027.
(2) As of December 31, 2025, Wasef Salim Jabsheh’s beneficial ownership of 14,508,631 common shares included 148,781 restricted shares for which he has the right to vote, of which 88,410 vest on January 2, 2026, 45,141 vest on January 2, 2027 and 15,230 vest on January 2, 2028.
Box 941428, Amman 11194, Jordan. 132 Table of contents Name and Address of Beneficial Owner Number of Common Shares Beneficially Owned Percentage of Outstanding Common Shares (1) Directors and Executive Officers Wasef Salim Jabsheh (2) 14,462,939 32.1 % Walid Wasef Jabsheh (3) 580,594 1.3 % Hatem Wasef Jabsheh (4) 407,857 * Pervez Rizvi (5) 108,000 * Andreas Loucaides (6) 110,000 * Christopher Jarvis (7) 25,000 * Michael T.
Name and Address of Beneficial Owner Number of Common Shares Beneficially Owned Percentage of Outstanding Common Shares (1) Directors and Executive Officers Wasef Salim Jabsheh, Director and Officer (2) 14,508,631 33.9 % Walid Wasef Jabsheh, Director and Officer (3) 620,888 1.4 % Hatem Wasef Jabsheh, Officer (4) 428,857 1.0 % Pervez Rizvi, Officer (5) 124,864 * Andreas Loucaides, Officer (6) 46,792 * Christopher Jarvis, Officer (7) 36,263 * Michael T.
Removed
The Company 134 Table of contents also agreed to file within 30 days after the Closing a resale registration statement on Form F-1, F-3, S-1 or S-3 covering all Registrable Securities and to use its commercially reasonable efforts to cause such registration statement to be declared effective as soon as possible thereafter.
Added
Gray, Director (8) 2,713,503 6.3 % Andrew J.
Removed
The following transactions require the approval of a majority of our board of directors with such majority to include the affirmative vote of each Jabsheh Director: • sell or dispose of all or substantially all of the assets of the Company and its subsidiaries on a consolidated basis; • enter into any transaction in which one or more third parties acquire or acquires 25% or more of the Company’s common shares; • enter into any merger, consolidation, or amalgamation with an aggregate value equal to or greater than $75 million (exclusive of inter-company transactions); 135 Table of contents • alter the size of the board of directors; • incur debt in an amount of $50 million (or other equivalent currency) or more; and • issue common shares (or securities convertible into common shares) in an amount equal to or greater than 10% of the then issued and outstanding common shares of the Company.
Added
His ownership also included 146 shares issued under the IGI UK Stock Purchase Plan, for which he has the right to vote, of which 24 vest on January 15, 2026, 45 vest on March 12, 2026, 26 vest on April 10, 2026, 25 vest on July 3, 2026, and 26 vest on October 6, 2026. Mr.
Added
His ownership also included 182 shares issued under the Global Stock Purchase Plan, for which he has the right to vote, of which 26 vest on January 15, 2026, 75 vest on March 12, 2026, 28 vest on April 10, 2026, 26 vest on July 3, 2026, and 27 vest on October 6, 2026.
Added
His ownership also included 146 shares issued under the IGI UK Stock Purchase Plan, for which he has the right to vote, of which 24 vest on January 15, 2026, 45 vest on March 12, 2026, 26 vest on April 10, 2026, 25 vest on July 3, 2026, and 26 vest on October 6, 2026.
Added
His ownership also included 146 shares issued under the IGI UK Stock Purchase Plan, for which he has the right to vote, of which 24 vest on January 15, 2026, 45 vest on March 12, 2026, 26 vest on April 10, 2026, 25 vest on July 3, 2026, and 26 vest on October 6, 2026.
Added
Our Amended and Restated Bye-laws provide that our directors will be elected by the shareholders at an annual general meeting or at any special general meeting called for that purpose, subject to the following: • Wasef Jabsheh (or upon his death or incapacitation, W.
Added
Approval of Certain Transactions. See Item 6. Directors, Senior Management and Employees – C. Board Practices – Approval of Certain Transactions section for a list of transactions requiring the approval of a majority of our board of directors with such majority to include the affirmative vote of each Jabsheh appointed Director.

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