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What changed in MBIA INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MBIA INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+259 added−336 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in MBIA INC's 2025 10-K

259 paragraphs added · 336 removed · 200 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

30 edited+5 added−95 removed58 unchanged
Biggest changeThe investment objectives of the corporate segment are to provide sufficient liquidity to meet maturing liabilities and, in the case of the investment agreement business collateral posting obligations, while maximizing the total long-term return.
Biggest changeThe investment objectives of the corporate segment are to provide sufficient liquidity to meet maturing liabilities and, in the case of the investment agreement business collateral posting obligations, while maximizing the total long-term return. RATING AGENCIES The Company does not maintain a contractual relationship with Moody’s Investor Services (“Moody’s”), Standard & Poor's Financial Services LLC, or Kroll Bond Rating Agency.
Following the Appeal Decision, the Oversight Board informed the Court, National and other parties that it intended to modify National’s settlement in a forthcoming amended Plan. Thereafter, National provided notice to the Oversight Board that National did not support the board's actions and that such actions constituted a breach and termination of the PREPA RSA, as amended.
Following the Appeal Decision, the Oversight Board informed the Court, National and other parties that it intended to modify National’s settlement in a forthcoming amended Plan. Thereafter, National provided notice to the Oversight Board that National did not support Oversight Board's actions and that such actions constituted a breach and termination of the PREPA RSA, as amended.
The extent of state and national insurance regulation and supervision varies by jurisdiction, but New York, Mexico and most other jurisdictions have laws and regulations prescribing minimum standards of solvency, including minimum capital requirements, and business conduct which must be maintained by insurance companies, and if our insurance companies fail to meet such requirements our regulators may impose certain remedial actions.
The extent of state and national insurance regulation and supervision varies by jurisdiction, but New York and most other jurisdictions have laws and regulations prescribing minimum standards of solvency, including minimum capital requirements, and business conduct which must be maintained by insurance companies, and if our insurance companies fail to meet such requirements our regulators may impose certain remedial actions.
The Company estimates expected losses net of potential recoveries using the present value of probability-weighted estimated loss payments and recoveries, discounted at a rate equal to the risk-free rate applicable to the currency and weighted average remaining life of the insurance contract as required by accounting principles generally accepted in the United States for financial guarantee contracts.
The Company estimates expected losses net of potential recoveries using the present value of probability-weighted estimated loss payments and recoveries, discounted at a rate equal to the risk-free rate applicable to the weighted average remaining life of the insurance contract as required by accounting principles generally accepted in the United States for financial guarantee contracts.
Other states maintain similar requirements. The contribution to, and maintenance of, the contingency reserve limits the amount of earned surplus that might otherwise be available for the payment of dividends. In each state, our domestic insurance companies may apply for release of portions of their contingency reserves in certain circumstances.
Other states maintain similar requirements. The contribution to, and maintenance of, the contingency reserve limits the amount of earned surplus that might otherwise be available for the payment of dividends. In each state, our domestic insurance companies may apply for release of portions of our contingency reserves in certain circumstances.
In addition to being subject to the insurance laws in the jurisdictions in which we operate, as a condition to obtaining required insurance regulatory approvals to enter into certain transactions and take certain other corporate actions, including the release of excessive contingency reserves in MBIA Insurance Corporation described below under “Contingency Reserves” and entry into the asset swap between MBIA Inc. and National described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations––Liquidity and Capital Resources––Corporate Liquidity” in Part II, Item 7 of this Form 10-K, MBIA Inc. and its operating insurance subsidiaries have and may in the future agree to provide notice to the NYSDFS or other applicable regulators prior to entering into transactions or taking other corporate actions (such as paying dividends when applicable statutory tests are satisfied) that would not otherwise require regulatory approval. 9 Item 1.
In addition to being subject to the insurance laws in the jurisdictions in which we operate, as a condition to obtaining required insurance regulatory approvals to enter into certain transactions and take certain other corporate actions, including the release of excessive contingency reserves in MBIA Insurance Corporation described below under “Contingency Reserves” and entry into the asset swap between MBIA Inc. and National described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations––Liquidity and Capital Resources––Corporate Liquidity” in Part II, Item 7 of this Form 10-K, MBIA Inc. and its operating insurance subsidiaries have agreed and may in the future agree to provide notice to the NYSDFS or other applicable regulators prior to entering into transactions or taking other corporate actions (such as paying dividends when applicable statutory tests are satisfied) that would not otherwise require regulatory approval. 9 Table of Contents Item 1.
Intercompany Reinsurance Arrangements MBIA Corp. and National are parties to a reinsurance agreement pursuant to which National reinsures certain public finance financial guarantee policies originally written by MBIA Corp. In addition, National entered into a second-to-pay policy covering the reinsurance agreement.
Intercompany Reinsurance Arrangements MBIA Corp. and National are parties to a reinsurance agreement pursuant to which National reinsures certain public finance guarantee policies originally written by MBIA Corp. In addition, National entered into a second-to-pay policy covering the reinsurance agreement.
The agreements can be terminated with six-month notice by either party or as otherwise agreed to by the parties. 11 Item 1. Business (continued) To continue to optimize capital resources and provide for claims-paying capabilities, the investment objectives and policies of our operations are tailored to reflect their various strategies and operating conditions.
The agreements can be terminated with six-month notice by either party or as otherwise agreed to by the parties. 11 Table of Contents Item 1. Business (continued) To continue to optimize capital resources and provide for claims-paying capabilities, the investment objectives and policies of our operations are tailored to reflect their various strategies and operating conditions.
EMPLOYEES AND HUMAN CAPITAL MANAGEMENT As of December 31, 2024, MBIA had 57 employees at our single corporate headquarters located at 1 Manhattanville Road, Purchase, New York, none of whom are covered by collective bargaining agreements. In recent years, we have experienced only modest employee turnover and consider our employee relations to be satisfactory.
EMPLOYEES AND HUMAN CAPITAL MANAGEMENT As of December 31, 2025, MBIA had 57 employees at our single corporate headquarters located at 1 Manhattanville Road, Purchase, New York, none of whom are covered by collective bargaining agreements. In recent years, we have experienced only modest employee turnover and consider our employee relations to be satisfactory.
The Company will not necessarily post all documents for each proceeding and undertakes no obligation to revise or update them to reflect changes in events or expectations. The complete official court docket can be publicly accessed by contacting the clerk’s office of the respective court where each litigation matter is pending. 12 Item 1.
The Company will not necessarily post all documents for each proceeding and undertakes no obligation to revise or update them to reflect changes in events or expectations. The complete official court docket can be publicly accessed by contacting the clerk’s office of the respective court where each litigation matter is pending. 12 Table of Contents Item 1.
Due to its significant earned surplus deficit, MBIA Insurance Corporation has not had the statutory capacity to pay dividends since December 31, 2009, is not expected to have any statutory capacity to pay dividends, and has agreed that it will not pay any dividends without receiving prior approval from the NYSDFS in connection with certain prior approvals to release excessive contingency reserves.
Due to its significant earned surplus deficit, MBIA Insurance Corporation has not had the statutory capacity to pay dividends since December 31, 2009, is not expected to have any statutory capacity to pay dividends, and has agreed that it will not pay any dividends without receiving prior approval from the NYSDFS in connection with certain prior approvals to release excess contingency reserves.
Under Article 69, our domestic insurance companies are permitted to transact financial guarantee insurance, surety insurance and credit insurance and such other kinds of business to the extent necessarily or properly incidental to the kinds of insurance which they are authorized to transact. In addition, they are empowered to assume or reinsure the kinds of insurance described above.
Under Article 69, our domestic insurance companies are permitted to transact financial guarantee insurance, surety insurance and credit insurance and such other kinds of business to the extent necessarily or properly incidental to the kinds of insurance which we are authorized to transact. In addition, we are empowered to assume or reinsure the kinds of insurance described above.
Young 51 Assistant Vice President, and Chief Financial Officer of National (executive officer since September 2017) William C. Fallon was elected as a Director of the Company in May 2017, and appointed as Chief Executive Officer in September 15, 2017. Prior to being named Chief Executive Officer and Director, Mr.
Young 53 Assistant Vice President, and Chief Financial Officer of National (executive officer since September 2017) William C. Fallon was elected as a Director of the Company in May 2017, and appointed as Chief Executive Officer in September 15, 2017. Prior to being named Chief Executive Officer and Director, Mr.
During 2024 and 2023, National and MBIA Insurance Corporation reported single risk limit overages to the NYSDFS due to changes in their statutory capital. National and MBIA Insurance Corporation were in compliance with their aggregate risk limits as of December 31, 2024 and 2023.
During 2025 and 2024, National and MBIA Insurance Corporation reported single risk limit overages to the NYSDFS due to changes in their statutory capital. National and MBIA Insurance Corporation were in compliance with their aggregate risk limits as of December 31, 2025 and 2024.
Under New York Insurance Law (the “NYIL”), a financial guarantee insurance company is required to contribute to contingency reserves 50% of premiums as they are earned on policies written prior to July 1, 1989 (net of reinsurance), and, with respect to policies written on and after July 1, 1989, such an insurer must make contributions over a period of 15 or 20 years (based on issue type), or until the contingency reserve for such insured issues equals the greater of 50% of premiums written for the relevant category of insurance or a percentage of the principal guaranteed, varying from 0.55% to 2.5%, depending upon the type of obligation guaranteed (net of collateral, reinsurance, refunding, refinancings and certain insured securities).
Under NYIL, a financial guarantee insurance company is required to contribute to contingency reserves 50% of premiums as they are earned on policies written prior to July 1, 1989 (net of reinsurance), and, with respect to policies written on and after July 1, 1989, such an insurer must make contributions over a period of 15 or 20 years (based on issue type), or until the contingency reserve for such insured issues equals the greater of 50% of premiums written for the relevant category of insurance or a percentage of the principal guaranteed, varying from 0.55% to 2.5%, depending upon the type of obligation guaranteed (net of collateral, reinsurance, refunding, refinancings and certain insured securities).
On January 29, 2024, the First Circuit Court of Appeals heard argument on the appeal of Judge Swain's ruling on the scope of the bondholder liens and the allowed amount of the under-secured portion of the bondholders' unsecured claim.
On January 29, 2024, the First Circuit Court of Appeals heard arguments on the appeal of Judge Swain's ruling on the scope of the bondholder liens and the allowed amount of the under-secured portion of the bondholders' unsecured claim.
The Board of Directors of MBIA Inc. and National Public Finance Guarantee Corporation appointed Mr. Young to the offices set forth opposite his name above on February 13, 2018 and March 5, 2009, respectively. 13 Item 1A. Risk Factors References in the risk factors to the “Company” are to MBIA Inc., together with its domestic and international subsidiaries.
The Board of Directors of MBIA Inc. and National Public Finance Guarantee Corporation appointed Mr. Young to the offices set forth opposite his name above on February 13, 2018 and March 5, 2009, respectively. 13 Table of Contents Item 1A. Risk Factors References in the risk factors to the “Company” are to MBIA Inc., together with its subsidiaries.
The Company’s loss and LAE reserves as of December 31, 2024 represent case basis reserves and estimates for LAE to be incurred.
The Company’s loss and LAE reserves as of December 31, 2025 represent case basis reserves and estimates for LAE to be incurred.
Reinsurance We currently have third-party reinsurance agreements in place covering approximately 2.4% of our insured par outstanding.
Reinsurance We currently have third-party reinsurance agreements in place covering approximately 2.1% of our insured par outstanding.
Business (continued) EXECUTIVE OFFICERS OF THE REGISTRANT The executive officers of the Company and their present ages and positions with the Company as of February 27, 2025 are set forth below: Name Age Position and Term of Office William C. Fallon 65 Chief Executive Officer and Director (executive officer since July 2005) Joseph R.
Business (continued) EXECUTIVE OFFICERS OF THE REGISTRANT The executive officers of the Company and their present ages and positions with the Company as of February 26, 2026 are set forth below: Name Age Position and Term of Office William C. Fallon 66 Chief Executive Officer and Director (executive officer since July 2005) Joseph R.
On January 1, 2025 PREPA also defaulted on scheduled debt service for National insured bonds and National paid gross claims in the aggregate of $13 million.
On January 1, 2026 PREPA also defaulted on scheduled debt service for National insured bonds and National paid gross claims in the aggregate of $11 million.
As of December 31, 2024, National had $745 million of debt service outstanding related to Puerto Rico. During 2024, PREPA defaulted on scheduled debt service for National insured bonds and National paid gross claims in the aggregate of $137 million.
As of December 31, 2025, National had $565 million of debt service outstanding related to Puerto Rico. During 2025, PREPA defaulted on scheduled debt service for National insured bonds and National paid gross claims in the aggregate of $105 million.
Schachinger 56 Executive Vice President and Chief Financial Officer (executive officer since April 2024) Daniel M. Avitabile 51 Assistant Vice President, and President and Chief Risk Officer of MBIA Corp. (executive officer since September 2017) Adam T. Bergonzi 61 Assistant Vice President and Chief Risk Officer of National (executive officer since September 2017) Christopher H.
Schachinger 57 Executive Vice President and Chief Financial Officer (executive officer since April 2024) Daniel M. Avitabile 52 Assistant Vice President, and President and Chief Risk Officer of MBIA Corp. (executive officer since September 2017) Adam T. Bergonzi 62 Assistant Vice President and Chief Risk Officer of National (executive officer since September 2017) Christopher H.
For policies which have exceeded the percentages in aggregate by category as required by NYIL, due to refunding and scheduled amortization, contributions are discontinued. These policies are monitored quarterly and if a deficit were to occur contributions would resume. Pursuant to a non-disapproval from the NYSDFS, and in accordance with NYIL and U.S.
For policies which have exceeded the percentages in aggregate by category as required by NYIL, due to refunding and scheduled amortization, contributions are discontinued. These policies are monitored quarterly and if a deficit were to occur, contributions would resume.
Additionally, MBIA promotes employee volunteerism through its annual company-wide days of service. 8 Item 1. Business (continued) Losses and Reserves Loss and loss adjustment expense (“LAE”) reserves are established by Loss Reserve Committees in each of our operating insurance companies and are reviewed by our executive Loss Reserve Committee, which consists of members of senior management.
Item 1. Business (continued) Losses and Reserves Loss and loss adjustment expense (“LAE”) reserves are established by Loss Reserve Committees in each of our operating insurance companies and are reviewed by our executive Loss Reserve Committee, which consists of members of senior management.
Business (continued) Risk Limits Insurance laws and regulations also limit both the aggregate and individual securities risks that our domestic insurance companies may insure on a net basis based on the type of obligations insured.
MBIA Insurance Corporation maintains a fixed $5 million contingency reserve, which was approved by the NYSDFS. 10 Table of Contents Item 1. Business (continued) Risk Limits Insurance laws and regulations also limit both the aggregate and individual securities risks that our domestic insurance companies may insure on a net basis based on the type of obligations insured.
MBIA Insurance Corporation would require the prior approval of MBIA Mexico’s regulator in order to transfer the shares it currently holds in MBIA Mexico. Insurance Guarantee Funds National and MBIA Insurance Corporation are exempt from assessments by the insurance guarantee funds in the majority of the states in which they do business.
Insurance Guarantee Funds National and MBIA Insurance Corporation are exempt from assessments by the insurance guarantee funds in the majority of the states in which they do business.
The Company’s insurance subsidiaries are also licensed to issue financial guarantee policies in multiple jurisdictions as needed to conduct their business activities.
The only pending procedure derived from its dissolution is the cancellation of its Mexican Tax ID (RFC) before the Mexican Tax Administration System (SAT). The Company’s insurance subsidiaries are also licensed to issue financial guarantee policies in multiple jurisdictions as needed to conduct their business activities.
Insurance Regulation National and MBIA Insurance Corporation are incorporated in and subject to primary insurance regulation and supervision by the State of New York. MBIA Mexico is organized and subject to primary regulation and supervision in Mexico. We have commenced the process of dissolving this entity under Mexican law.
Insurance Regulation National and MBIA Insurance Corporation are incorporated in and subject to primary insurance regulation and supervision by the State of New York. MBIA Mexico has been dissolved in accordance with Mexican law and as such has ceased to exist as a corporate entity.
There is no assurance that a plan that is substantially similar in the treatment of National's claims and rights will ultimately be confirmed and become effective. Refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations––Results of Operations––U.S.
Bondholders filed their reply brief on February 6, 2026. There is no assurance that a plan that is substantially similar in the treatment of National's claims and rights will ultimately be confirmed and become effective. 14 Table of Contents
Removed
Item 1. Business (continued) Our liquidity and capital forecasts, and projected collections of recoveries for MBIA Corp., reflect resources that we expect to be adequate to pay expected insurance claims over the next several years. However, there can be no assurance that MBIA Corp. will realize its expected recoveries in full or on its projected timeframe.
Added
On January 29, 2025, the Court extended its litigation stay through March 24, 2025, and on March 3, 2025, entered an order identifying key legal issues and requiring a joint proposed litigation schedule.
Removed
Risk Factors-Continuing elevated loss payments and delay or failure in realizing expected recoveries on insured transactions may materially and adversely affect MBIA Corp.’s statutory capital and its ability to meet liquidity needs and could cause the NYSDFS to put MBIA Insurance Corporation into a rehabilitation or liquidation proceeding if the NYSDFS concludes that MBIA Insurance Corporation will not be able to pay expected insurance claims,” in Part I, Item 1A of this Form 10-K.
Added
On March 20, 2025, the Court set a briefing schedule addressing the key issues and requested the parties provide a joint status report by May 30, 2025 proposing a plan for limited discovery necessary to resolve the issues.
Removed
Given the separation of MBIA Inc. and MBIA Corp. as distinct legal entities, the absence of any cross defaults between the entities, and the lack of reliance by MBIA Inc. on MBIA Corp. for the receipt of dividends, we do not believe that a rehabilitation or liquidation proceeding of MBIA Insurance Corporation by the NYSDFS would have any material economic impact on MBIA Inc.
Added
On June 11, 2025, the Court set June 30, 2025, as the deadline for discovery, and July 23, 2025, for oral arguments in the administrative expense claim motion. Following the hearing, the Court reserved its decision on the legal issues and permitted the parties to continue resolution of discovery disputes.
Removed
OUR INSURANCE OPERATIONS Our U.S. public finance insurance portfolio is managed through National, and our international and structured finance insurance portfolios are managed through MBIA Corp. We do not expect National or MBIA Corp. to write new financial guarantee policies outside of remediation related activities.
Added
On August 8, 2025, the Court entered an order suspending deadlines for the Administrative Expense Claim until further order of the Court. On October 22, 2025, the Court ordered the parties to meet and confer on scheduling issues in the Administrative Expense Claim litigation and required they filed a Joint Status Report by November 24, 2025.
Removed
We have been compensated for our insurance policies by insurance premiums that were paid upfront or on an installment basis. Our financial guarantee insurance was offered in both the new issue and secondary markets. In addition, we have provided financial guarantees or sureties to debt service reserve funds.
Added
Following the filing of the Joint Status Report, the Court entered an order dated December 9, 2025, lifting the litigation stay to permit the parties to litigate motions to compel solely in connection with the Administrative Expense Motion. Bondholders filed their Motion to Compel on January 9, 2026, and the Oversight Board on January 23, 2026 filed its opposition.
Removed
The primary risk in our insurance operations is that of adverse credit performance in the insured portfolio. When writing new business we sought to maintain a diversified insured portfolio with the aim of managing and diversifying risk based on a variety of criteria including revenue source, issue size, type of asset, industry concentrations, type of bond and geographic location.
Removed
Despite this objective, there can be no assurance that we will avoid losses on multiple credits as a result of a single event or series of events. In addition, as National's insurance portfolio runs off, a change in the diversification of the criteria noted above may subject National to higher concentrations of certain risks.
Removed
Because we generally guarantee to the holder of an insured obligation the timely payment of amounts due in accordance with its insurance policy terms, in the case of a default by an issuer or other triggering event, payments under the insurance policy generally cannot be accelerated against us unless we consent to the acceleration.
Removed
In the event of a default, however, we may have the right, in our sole discretion, to accelerate the obligations and pay them in full.
Removed
Otherwise, we are required to pay principal, interest or other amounts only as scheduled payments come due, even if the holders are permitted by the terms of the insured obligations to have the full amount of principal, accrued interest or other amounts due, declared due and payable immediately in the event of a default.
Removed
Our payment obligations after a default vary by deal and by insurance type. Our public finance insurance generally insures scheduled interest and principal.
Removed
Our structured finance policies generally insure (i) timely interest and ultimate principal; (ii) ultimate principal only at final maturity; or, (iii) payments upon settlement of individual collateral losses as they occur after any deductible or subordination has been exhausted.
Removed
In the event of a default in the payment of principal, interest or other insured amounts by an issuer, the insurance company will make funds available in the insured amount generally within one to three business days following notification. Longer time frames may apply for international transactions.
Removed
Generally, our insurance companies provide for this payment upon receipt of proof of ownership of the obligations due, as well as upon receipt of instruments appointing the insurer as agent for the holders and evidencing the assignment of the rights of the holders with respect to the payments made by the insurer or other appropriate documentation.
Removed
National Insured Portfolio National’s insured portfolio consists of municipal bonds, including tax-exempt and taxable indebtedness of U.S. political subdivisions and territories, as well as utilities, airports, health care institutions, higher educational facilities, housing authorities and other similar agencies and obligations issued by private entities that finance projects that serve a substantial public purpose.
Removed
Municipal bonds and privately issued bonds used for the financing of public purpose projects are generally supported by taxes, assessments, user fees or tariffs related to the use of these projects, lease payments or other similar types of revenue streams.
Removed
As of December 31, 2024, National had $25.3 billion of insured gross par outstanding on U.S. public finance obligations covering 1,349 policies and diversified among 885 “credits,” which we define as any insured obligations secured by the same revenue source.
Removed
Insurance in force, which includes all gross insured debt service, as of December 31, 2024 was $51.2 billion. 3 Item 1. Business (continued) All of the policies were underwritten on the assumption that the insurance will remain in force until maturity or early retirement of the insured obligations.
Removed
National estimates that the average life of its domestic public finance insurance policies in force as of December 31, 2024 is 8 years. The average life was determined by applying a weighted average calculation, using the remaining years to contractual maturity and weighting them on the basis of the remaining debt service insured.
Removed
No assumptions were made for any future refundings, early redemptions or terminations of insured issues. Average annual insured debt service on the portfolio as of December 31, 2024 was $3.9 billion. National’s underwriting guidelines limited the insurance in force for any one insured credit, and for other categories such as geography.
Removed
In addition, National is subject to regulatory single-risk limits with respect to any insured bond issue. See the “Insurance Regulation” section below for a description of these regulatory requirements.
Removed
As of December 31, 2024, National’s gross par amount outstanding for its ten largest insured U.S. public finance credits totaled $7.6 billion, representing 30.0% of National’s total U.S. public finance gross par amount outstanding.
Removed
Refer to “Note 12: Insurance in Force” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for further information regarding the Company’s operating companies' insured portfolios. MBIA Corp.
Removed
Insured Portfolio MBIA Corp.’s insured portfolio consists of policies that insure various types of international public finance and global structured finance obligations that were sold in the new issue and secondary markets.
Removed
International public finance obligations include bonds and loans extended to entities located outside of the U.S., including utilities, infrastructure projects and sovereign-related and sub-sovereign issuers, such as regions, authorities or their equivalent as well as sovereign owned entities that might be supported by a sovereign state, region or authority.
Removed
Global structured finance obligations include asset-backed transactions and financing of commercial activities that are typically secured by undivided interests or collateralized by the related assets or cash flows. As of December 31, 2024, MBIA Corp. had 153 policies outstanding in its insured portfolio.
Removed
In addition, MBIA Corp. had 25 insurance policies outstanding relating to liabilities issued by MBIA Inc. and its subsidiaries, which are described further under the section “Affiliated Financial Obligations Insured by MBIA Corp.” below. MBIA Corp.’s total policies in its insured portfolio are diversified among 116 credits.
Removed
As of December 31, 2024, the gross par amount outstanding of MBIA Corp.’s insured obligations (excluding $0.6 billion of insured affiliated financial obligations and $16.5 billion of U.S. public finance debt ceded to National), was $2.3 billion. Insurance in force for the above portfolio, which includes all gross insured debt service, as of December 31, 2024 was $3.1 billion.
Removed
MBIA Corp. estimates that the average life of its international and structured finance insurance policies in force as of December 31, 2024 is 6 years.
Removed
The average life was determined by applying a calculation using the remaining years to contractual maturity for international public finance obligations and estimated maturity for structured finance obligations and weighting them on the basis of the remaining debt service insured. No assumptions were made for any future refundings, early redemptions or terminations of insured issues.
Removed
Average annual insured debt service on the portfolio as of December 31, 2024 was $0.3 billion. Refer to “Note 12: Insurance in Force” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for further information regarding the Company’s operating companies' insured portfolios. Affiliated Financial Obligations Insured by MBIA Corp.
Removed
Prior to 2008, MBIA Inc. provided customized investment agreements and one of its subsidiaries, GFL, issued MTNs with varying maturities. Each of these obligations is guaranteed by MBIA Corp. GFL lent the proceeds of its GFL MTN issuances to MBIA Inc.
Removed
As a result of ratings downgrades of MBIA Corp., MBIA Inc. is required to post collateral for the remaining investment agreements. Since the ratings downgrades of MBIA Corp. that began in 2008, we have not issued new MTNs or investment agreements. The investment agreements are currently fully collateralized with high quality assets.
Removed
We believe the outstanding investment agreements and MTNs and corresponding asset balances will continue to decline over time as the liabilities mature, terminate, or are repurchased by the Company. 4 Item 1. Business (continued) Risk Management Our largest risk is the credit exposure in our insured portfolio.
Removed
The Company’s credit risk management and remediation functions are managed through committees and units that oversee risks in ongoing portfolio surveillance and remediation. The Company’s Insured Portfolio Management Divisions (“IPM”) monitor and remediate domestic and international public finance and structured risks.
Removed
In addition, National and MBIA Corp. each has its own risk oversight committee that, as appropriate, reviews certain portfolio decisions. Additionally, each subsidiary has its own investment committee that reviews its respective investment portfolio and investment-related decisions.
Removed
The Company’s Risk Oversight Committee (the “Risk Oversight Committee”) reviews material transactions and provides firm-wide review of policies and decisions related to credit, market, operational, legal, financial and business risks. The Company and its subsidiaries’ respective Loss Reserve Committees review loss reserving activity.
Removed
The Company’s Board of Directors and related Committees, including Audit, and Finance and Risk, oversee risks faced by the Company and its subsidiaries. The Board regularly evaluates and discusses emerging risks and risks associated with strategic initiatives. On an annual basis, the Board also evaluates and approves the Company’s risk tolerance policy.
Removed
The purpose of the risk tolerance policy is to define the types and amounts of risks the Company is prepared to accept. The assessment includes risks associated with credit, capital adequacy, market, liquidity, legal, operations, cybersecurity and technology.
Removed
This policy provides the basis upon which risk criteria and procedures are developed and seeks to have these applied consistently across the Company. The Audit Committee oversees risks associated with financial and other reporting, auditing, legal and regulatory compliance, and risks that may otherwise result from the Company’s operations, including cybersecurity risk.
Removed
The Audit Committee oversees these risks by monitoring (i) the integrity of the financial statements of the Company and of other material financial disclosures made by the Company, (ii) the qualifications, independence and performance of the Company’s independent auditor, (iii) the performance of the Company’s internal audit function, (iv) the Company’s compliance policies and procedures and its compliance with legal and regulatory requirements, and (v) the performance of the Company’s operational risk management function.
Removed
In connection with its oversight of cybersecurity risk, the Audit Committee receives semi-annual, or more frequent as appropriate, briefings from the Company’s senior management and Enterprise Security Council Chair concerning, among other topics, the implementation of the Company’s Cybersecurity Policy, its ongoing strategy and associated training to prevent, identify and react to security incidents, internal and external vulnerability assessments results, and Internal Audit’s periodic reviews of MBIA’s data security policies and procedures.
Removed
For additional information relating to cybersecurity, refer to the “Item 1C. Cybersecurity” section in Part I, Item 1C of this Form 10-K. The Finance and Risk Committee oversees the Company’s credit risk governance framework, market risk, liquidity risk and other material financial risks.
Removed
The Finance and Risk Committee oversees these risks by monitoring the Company’s: (i) capital and liquidity, (ii) proprietary investment portfolios, (iii) exposure to changes in the market value of assets and liabilities, (iv) credit exposures in the Insured Portfolios, and (v) financial risk policies and procedures, including regulatory requirements and limits. The Company has a designated Model Governance Team.
Removed
Given the significance of models in the Company’s surveillance and remediation activities, financial reporting and corporate treasury operations, the Company established a Model Governance Policy to enhance the consistency, reliability, maintenance and transparency of its models so that model risk can be mitigated on an enterprise-wide basis.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

14 edited+2 added−1 removed89 unchanged
Biggest changeWe assess our risk management policies and procedures on a periodic basis. As a result of such assessment, we may take steps to change our internal risk assessment capabilities and procedures, portfolio management policies, systems and processes and our policies and procedures for monitoring and assessing the performance of our insured portfolio in changing market conditions.
Biggest changeAs a result of such assessment, we may take steps to change our internal risk assessment capabilities and procedures, portfolio management policies, systems and processes and our policies and procedures for monitoring and assessing the performance of our insured portfolio in changing market conditions. There can be no assurance, however, that these steps will be adequate to avoid future losses.
While the investment agreements are fully collateralized with high quality collateral, the settlements of these amounts could reduce MBIA Inc.’s liquidity resources, and to the extent MBIA Inc. fails to pay the accelerated amounts under these investment agreements or the collateral securing these investment agreements is deemed insufficient to pay the accelerated amounts due, the holders of the investment agreements would have policy claims against MBIA Insurance Corporation; • The payment of installment premiums due to National from MBIA Insurance Corporation under the reinsurance agreement between National and MBIA Insurance Corporation (Refer to Item 1, “Our Insurance Operations”, “Reinsurance” for a description of the agreement) could be disrupted, delayed or subordinated to the claims of policyholders of MBIA Insurance Corporation; • The rehabilitator or liquidator would replace the Board of Directors of MBIA Insurance Corporation and take control of the operations and assets of MBIA Insurance Corporation, which would result in the Company losing control of MBIA Insurance Corporation and possible changes to MBIA Insurance Corporation’s strategies and management; and 20 Item 1A.
While the investment agreements are fully collateralized with high quality collateral, the settlements of these amounts could reduce MBIA Inc.’s liquidity resources, and to the extent MBIA Inc. fails to pay the accelerated amounts under these investment agreements or the collateral securing these investment agreements is deemed insufficient to pay the accelerated amounts due, the holders of the investment agreements would have policy claims against MBIA Insurance Corporation; • The payment of installment premiums due to National from MBIA Insurance Corporation under the reinsurance agreement between National and MBIA Insurance Corporation (Refer to Item 1, “Our Insurance Operations”, “Reinsurance” for a description of the agreement) could be disrupted, delayed or subordinated to the claims of policyholders of MBIA Insurance Corporation; • The rehabilitator or liquidator could replace the Board of Directors of MBIA Insurance Corporation and take control of the operations and assets of MBIA Insurance Corporation, which would result in the Company losing control of MBIA Insurance Corporation and possible changes to MBIA Insurance Corporation’s strategies and management; and 20 Table of Contents Item 1A.
Consequently, National's inabilities to pay dividends or our inability to access capital from external sources on favorable terms could have an adverse impact on our ability to pay losses and debt obligations, to pay dividends on our capital stock, to pay principal and interest on our indebtedness, to pay our operating expenses and to make capital investments in our subsidiaries.
Consequently, National's inability to pay dividends or our inability to access capital from external sources on favorable terms could have an adverse impact on our ability to pay losses and debt obligations, to pay dividends on our capital stock, to pay principal and interest on our indebtedness, to pay our operating expenses and to make capital investments in our subsidiaries.
Additionally, failure to remediate a material weakness or otherwise failing to maintain effective internal control over financial reporting may materially and adversely affect our business, financial condition, results of operations and reputation, and could impair our ability to timely file our periodic reports with the SEC, subject us to litigation and regulatory actions and cause us to incur substantial additional costs in future periods relating to the implementation of remedial measures. 17 Item 1A.
Additionally, failure to remediate a material weakness or otherwise failing to maintain effective internal control over financial reporting may materially and adversely affect our business, financial condition, results of operations and reputation, and could impair our ability to timely file our periodic reports with the SEC, subject us to litigation and regulatory actions and cause us to incur substantial additional costs in future periods relating to the implementation of remedial measures. 17 Table of Contents Item 1A.
Such volatility exists in salvage that MBIA Insurance Corporation may collect, including in particular recoveries on loans and equity interests related to the claims it paid in respect of the insured notes issued by Zohar collateralized debt obligation (“CDO”) 2003-1, Limited and Zohar II 2005-1 CDO (collectively, the “Zohar Recoveries”), and the exposure in its remaining insured portfolio, which could deteriorate and result in significant additional loss reserves and claim payments, including claims on insured exposures that in some cases may require large bullet payments.
Such volatility exists in salvage that MBIA Insurance Corporation may collect, including in particular recoveries related to the claims it paid in respect of the insured notes issued by Zohar collateralized debt obligation (“CDO”) 2003-1, Limited and Zohar II 2005-1 CDO (collectively, the “Zohar Recoveries”), and the exposure in its remaining insured portfolio, which could deteriorate and result in significant additional loss reserves and claim payments, including claims on insured exposures that in some cases may require large bullet payments.
See Risk Factor “An MBIA Insurance Corporation rehabilitation or liquidation proceeding could accelerate certain of the Company’s other obligations and have other adverse consequences” under “MBIA Corp. Risk Factors” for the potential impacts of an MBIA Insurance Corporation rehabilitation or liquidation proceeding, or a 1310 Order. 16 Item 1A.
See Risk Factor “An MBIA Insurance Corporation rehabilitation or liquidation proceeding could accelerate certain of the Company’s other obligations and have other adverse consequences” under “MBIA Corp. Risk Factors” for the potential impacts of an MBIA Insurance Corporation rehabilitation or liquidation proceeding, or a 1310 Order. 16 Table of Contents Item 1A.
While MBIA Insurance Corporation believes that it will receive a substantial recovery on the Zohar Recoveries, there still remains significant uncertainty with respect to the realizable value of these assets. 19 Item 1A.
While MBIA Insurance Corporation believes that it will receive a substantial recovery on the Zohar Recoveries, there still remains significant uncertainty with respect to the realizable value of these assets. 19 Table of Contents Item 1A.
In such an event, we may sell assets, potentially with substantial losses, finance unencumbered assets through intercompany facilities, or use free cash or other assets, although there can be no assurance that these strategies will be available or adequate to meet liquidity requirements. 18 Item 1A.
In such an event, we may sell assets, potentially with substantial losses, finance unencumbered assets through intercompany facilities, or use free cash or other assets, although there can be no assurance that these strategies will be available or adequate to meet liquidity requirements. 18 Table of Contents Item 1A.
Of this amount, $23 million is included in “Insurance loss recoverable” and $29 million is included in “Loss and loss adjustment expense reserves” on the Company’s consolidated balance sheets. RMBS recoveries relate to structural features within the trust structures that allow for the Company to be reimbursed for prior claims paid.
Of this amount, $22 million is included in “Insurance loss recoverable” and $26 million is included in “Loss and loss adjustment expense reserves” on the Company’s consolidated balance sheets. RMBS recoveries relate to structural features within the trust structures that allow for the Company to be reimbursed for prior claims paid.
Item 1A. Risk Factors (continued) Loss reserve estimates and credit impairments are subject to additional uncertainties and loss reserves may not be adequate to cover potential claims. Our insurance companies issued financial guarantee policies that insure the financial performance of the obligations guaranteed over a long period of time which are unconditional and irrevocable.
Loss reserve estimates and credit impairments are subject to additional uncertainties and loss reserves may not be adequate to cover potential claims. Our insurance companies issued financial guarantee policies that insure the financial performance of the obligations guaranteed over a long period of time which are unconditional and irrevocable.
As of December 31, 2024, MBIA Corp. recorded expected RMBS recoveries of $52 million, including recoveries related to consolidated VIEs, on our RMBS transactions, in reimbursement of our past and future expected claims.
As of December 31, 2025, MBIA Corp. recorded expected RMBS recoveries of $48 million, including recoveries related to consolidated VIEs, on our RMBS transactions, in reimbursement of our past and future expected claims.
There can be no assurance, however, that these steps will be adequate to avoid future losses. In some cases, losses can be substantial, particularly if a loss occurs on a transaction in which we have a large notional exposure or on a transaction structured with large, bullet-type maturities.
In some cases, losses can be substantial, particularly if a loss occurs on a transaction in which we have a large notional exposure or on a transaction structured with large, bullet-type maturities.
Estimates of our claims payments, in particular, may materially impact our liquidity position. We may make changes to our estimated claims payments, loss reserves or fair value models from time to time. These changes could materially impact our financial results. 15 Item 1A. Risk Factors (continued) Our risk management policies and procedures may not adequately detect or prevent future losses.
Estimates of our claims payments, in particular, may materially impact our liquidity position. We may make changes to our estimated claims payments, loss reserves or fair value models from time to time. These changes could materially impact our financial results. 15 Table of Contents Item 1A.
As of December 31, 2024, MBIA Inc. had $440 million of medium-term note liabilities, $278 million of Senior Notes liabilities and $204 million of investment agreement liabilities.
As of December 31, 2025, MBIA Inc. had $472 million of medium-term note liabilities, $233 million of Senior Notes liabilities and $174 million of investment agreement liabilities.
Removed
Conversely, the Company makes investments denominated in a foreign currency and the weakening of the foreign currency versus the U.S. dollar will diminish the value of such non-U.S. dollar denominated asset.
Added
Item 1A. Risk Factors (continued) Refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations––Results of Operations––U.S. Public Finance Insurance Puerto Rico Exposures” section in Part II, Item 7 of this Form 10-K for additional information on our Puerto Rico exposures.
Added
Risk Factors (continued) Our risk management policies and procedures may not adequately detect or prevent future losses. We assess our risk management policies and procedures on a periodic basis.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

1 edited+0 added−0 removed19 unchanged
Biggest changeThere can be no assurance that a future cybersecurity incident would not result in a loss and/or have a material adverse effect on our reputation, business, results of operations, or financial condition. 22 Item 1C.
Biggest changeThere can be no assurance that a future cybersecurity incident would not result in a loss and/or have a material adverse effect on our reputation, business, results of operations, or financial condition. 22 Table of Contents Item 1C.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−1 removed2 unchanged
Biggest changeThe Company will not necessarily post all documents for each proceeding and undertakes no obligation to revise or update them to reflect changes in events or expectations. The complete official court docket can be publicly accessed by contacting the clerk’s office of the respective court where each litigation is pending. Item 4.
Biggest changeThe Company will not necessarily post all documents for each proceeding and undertakes no obligation to revise or update them to reflect changes in events or expectations. The complete official court docket can be publicly accessed by contacting the clerk’s office of the respective court where each litigation is pending.
Removed
Mine Safety Disclosures Not applicable. 23 PA RT II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

62 edited+42 added−25 removed47 unchanged
Biggest changeManagement’s Discussion and Analysis of Financial Condition and Results of Operations (continued) RESULTS OF OPERATIONS (continued) The following table presents our U.S. public finance insurance segment results for the years ended December 31, 2024, 2023 and 2022: Years Ended December 31, Percent Change In millions 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Net premiums earned $ 30 $ 30 $ 47 - % -36 % Net investment income 67 93 81 -28 % 15 % Net realized investment gains (losses) (3 ) (39 ) (30 ) -92 % 30 % Net gains (losses) on financial instruments at fair value and foreign exchange 1 8 (47 ) -88 % -117 % Fees and reimbursements 4 2 3 100 % -33 % Other net realized gains (losses) - (8 ) (19 ) -100 % -58 % Total revenues 99 86 35 15 % 146 % Losses and loss adjustment 191 170 143 12 % 19 % Amortization of deferred acquisition costs 7 7 11 - % -36 % Operating 39 40 41 -3 % -2 % Total expenses 237 217 195 9 % 11 % Income (loss) from continuing operations before income taxes $ (138 ) $ (131 ) $ (160 ) 5 % -18 % NET PREMIUMS EARNED Net premiums earned on financial guarantees represent gross premiums earned net of premiums ceded to reinsurers, and include scheduled premium earnings and premium earnings from refunded issues.
Biggest changeThe following table presents our U.S. public finance insurance segment results for the years ended December 31, 2025, 2024 and 2023: Years Ended December 31, Percent Change In millions 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Net premiums earned $ 25 $ 30 $ 30 -17 % - % Net investment income 60 67 93 -10 % -28 % Net realized investment gains (losses) (6 ) (3 ) (39 ) 100 % -92 % Net gains (losses) on financial instruments at fair value and foreign exchange 1 1 8 - % -88 % Fees and reimbursements 3 4 2 -25 % 100 % Other net realized gains (losses) - - (8 ) - % -100 % Total revenues 83 99 86 -16 % 15 % Losses and loss adjustment (33 ) 191 170 -117 % 12 % Amortization of deferred acquisition costs 6 7 7 -14 % - % Operating 37 39 40 -5 % -3 % Total expenses 10 237 217 -96 % 9 % Income (loss) from continuing operations before income taxes $ 73 $ (138 ) $ (131 ) n/m 5 % n/m - Percent change not meaningful.
The financial guarantees issued by MBIA Corp. generally provide unconditional and irrevocable guarantees of the payment of the principal of, and interest or other amounts owing on, non-U.S. public finance and global structured finance insured obligations when due or, in the event MBIA Corp. has the right, at its discretion, to accelerate insured obligations upon default or otherwise. 36
The financial guarantees issued by MBIA Corp. generally provide unconditional and irrevocable guarantees of the payment of the principal of, and interest or other amounts owing on, non-U.S. public finance and global structured finance insured obligations when due or, in the event MBIA Corp. has the right, at its discretion, to accelerate insured obligations upon default or otherwise.
On May 3, 2023, the Company’s Board of Directors approved a share repurchase program authorizing the Company and/or National to purchase up to $100 million of the Company’s shares in open market transactions, in privately negotiated transactions or by any other legal means. During 2024, the Company or National did not purchase or repurchase any shares.
On May 3, 2023, the Company’s Board of Directors approved a share repurchase program authorizing the Company and/or National to purchase up to $100 million of the Company’s shares in open market transactions, in privately negotiated transactions or by any other legal means. During 2025 or 2024, the Company or National did not purchase or repurchase any shares.
During 2023, National or the Company purchased or repurchased 3.6 million shares at an average price per share of $8.12. As of December 31, 2024, the remaining authorization under this share repurchase program was $71 million. The table below presents repurchases made by the Company or National in each month during the fourth quarter of 2024. See “Item 12.
During 2023, National or the Company purchased or repurchased 3.6 million shares at an average price per share of $8.12. As of December 31, 2025, the remaining authorization under this share repurchase program was $71 million. The table below presents repurchases made by the Company or National in each month during the fourth quarter of 2025. See “Item 12.
Given the possibility of volatility in foreign exchange markets, we exclude the impact of foreign exchange gains (losses) to provide a measurement of comparability of adjusted net income (loss). • Net realized investment gains (losses), impaired securities and extinguishment of debt – We remove realized gains (losses) on the sale of investments, net investment losses related to impairment of securities and net gains (losses) on extinguishment of debt since the timing of these transactions are subject to management’s assessment of market opportunities and conditions and capital liquidity positions. • Income taxes –We apply a zero effective tax rate for federal income tax purposes to our pre-tax adjustments, if applicable, consistent with our consolidated effective tax rate. 29 Item 7.
Given the possibility of volatility in foreign exchange markets, we exclude the impact of foreign exchange gains (losses) to provide a measurement of comparability of adjusted net income (loss). • Net realized investment gains (losses), impaired securities and extinguishment of debt – We remove realized gains (losses) on the sale of investments, net investment losses related to impairment of securities and net gains (losses) on extinguishment of debt since the timing of these transactions are subject to management’s assessment of market opportunities and conditions and capital liquidity positions. • Income taxes –We apply a zero effective tax rate for federal income tax purposes to our pre-tax adjustments, if applicable, consistent with our consolidated effective tax rate.
Status of Puerto Rico’s Fiscal Plans On June 23, 2023, the Oversight Board filed a fiscal plan for PREPA for fiscal year 2023, which provided for approximately $2.4 billion of distributions to PREPA bondholders. The University of Puerto Rico (the "University") is not a debtor in Title III and continues to be current on its debt service payment.
Status of Puerto Rico’s Fiscal Plans On June 23, 2023, the Oversight Board filed a fiscal plan for PREPA for fiscal year 2023, which provided for approximately $2.4 billion of distributions to PREPA bondholders. The University of Puerto Rico (the "University") is not a debtor in Title III and continues to be current on its debt service payments.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) RESULTS OF OPERATIONS (continued) The following table presents the credit quality distribution of National’s U.S. public finance outstanding gross par insured as of December 31, 2024 and 2023. Capital appreciation bonds are reported at the par amount at the time of issuance of the insurance policy.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) RESULTS OF OPERATIONS (continued) The following table presents the credit quality distribution of National’s U.S. public finance outstanding gross par insured as of December 31, 2025 and 2024. Capital appreciation bonds are reported at the par amount at the time of issuance of the insurance policy.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 results not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 results not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
The Company did not pay cash dividends on its common stock during 2024. On December 7, 2023, the Company's Board of Directors declared an extraordinary cash dividend on MBIA’s common stock of $8.00 per share. The dividend was paid on December 22, 2023 to shareholders of record as of the close of business on December 18, 2023.
The Company did not pay cash dividends on its common stock during 2025 or 2024. On December 7, 2023, the Company's Board of Directors declared an extraordinary cash dividend on MBIA’s common stock of $8.00 per share. The dividend was paid on December 22, 2023 to shareholders of record as of the close of business on December 18, 2023.
When an insured obligation refunds, we accelerate to expense any remaining deferred acquisition costs associated with the policy covering the refunded insured obligation. We did not defer a material amount of policy acquisition costs during 2024 or 2023 as we did not write any new insurance business in those years.
When an insured obligation refunds, we accelerate to expense any remaining deferred acquisition costs associated with the policy covering the refunded insured obligation. We did not defer a material amount of policy acquisition costs during 2025 or 2024 as we did not write any new insurance business in those years.
Other companies within the financial guarantee industry may report credit quality information based upon internal ratings that would not be comparable to our presentation. We maintain internal ratings on our entire portfolio, and our ratings may be higher or lower than the underlying ratings assigned by Moody’s or S&P. 33 Item 7.
Other companies within the financial guarantee industry may report credit quality information based upon internal ratings that would not be comparable to our presentation. We maintain internal ratings on our entire portfolio, and our ratings may be higher or lower than the underlying ratings assigned by Moody’s or S&P. 33 Table of Contents Item 7.
On June 22, 2020, the Oversight Board and the Puerto Rico P3 Authority announced an agreement and contract with LUMA Energy, LLC (“LUMA”) which calls for LUMA to take full responsibility for the operation and maintenance of PREPA’s transmission and distribution system; the contract runs for 15-years following a transition period.
On June 22, 2020, the Oversight Board and the Puerto Rico P3 Authority announced an agreement and contract with LUMA Energy, LLC (“LUMA”) which calls for LUMA to take full responsibility for the operation and maintenance of PREPA’s transmission and distribution system; the contract runs for 15-years following a transition period expected to take 12 months.
The Company ceased issuing new MTNs and investment agreements and the outstanding liability balances and corresponding asset balances have declined over time as liabilities matured, terminated, were called or repurchased. All of the debt within the corporate segment is managed collectively and is serviced by available liquidity. 35 Item 7.
The Company ceased issuing new MTNs and investment agreements and the outstanding liability balances and corresponding asset balances have declined over time as liabilities matured, terminated, were called or repurchased. All of the debt within the corporate segment is managed collectively and is serviced by available liquidity.
Municipal bonds and privately issued bonds used for the financing of public purpose projects are generally supported by taxes, assessments, user fees or tariffs related to the use of these projects, lease payments or other similar types of revenue streams. As of December 31, 2024, National had total insured gross par outstanding of $25.3 billion.
Municipal bonds and privately issued bonds used for the financing of public purpose projects are generally supported by taxes, assessments, user fees or tariffs related to the use of these projects, lease payments or other similar types of revenue streams. As of December 31, 2025, National had total insured gross par outstanding of $22.3 billion.
As a consequence, National has paid gross claims in the aggregate amount of $3.1 billion relating to GO, PBA, PREPA and HTA bonds through December 31, 2024, inclusive of the commutation payment and the additional payment in the amount of $66 million in 2019 related to COFINA and the GO and HTA acceleration and commutation payments of $277 million and $556 million, respectively, in 2022.
As a consequence, National has paid gross claims in the aggregate amount of $3.2 billion relating to GO, PBA, PREPA and HTA bonds through December 31, 2025, inclusive of the commutation payment and the additional payment in the amount of $66 million in 2019 related to COFINA and the GO and HTA acceleration and commutation payments of $277 million and $556 million, respectively, in 2022.
This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023 results.
This section of this Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024 results.
Regarding its insured portfolio, some state and local governments and territory obligors that National insures are experiencing financial and budgetary stress which could lead to an increase in defaults by such entities on the payment of their obligations and, while such stress has not yet occurred materially, losses or impairments on a greater number of the Company’s insured transactions.
In addition to Puerto Rico, some state and local governments and territory obligors that National insures are experiencing financial and budgetary stress which could lead to an increase in defaults by such entities on the payment of their obligations and, while such stress has not yet occurred materially, losses or impairments on a greater number of the Company’s insured transactions.
Provision for Income Taxes For 2024 and 2023, our effective tax rate applied to our loss before income taxes was below the U.S. statutory tax rate of 21% due to the full valuation allowance on the changes in our net deferred tax asset, which included our net operating loss (“NOL”). 28 Item 7.
Provision for Income Taxes For 2025 and 2024, our effective tax rate applied to our loss before income taxes was below the U.S. statutory tax rate of 21% due to the full valuation allowance on the changes in our net deferred tax asset, which included our net operating loss (“NOL”).
(2) - Reported within “Other net realized gains (losses)” on the Company’s consolidated statements of operations. (3) - Adjusted net income (loss) per diluted common share is calculated by taking adjusted net income (loss) divided by the GAAP weighted average number of diluted common shares outstanding.
(2) - Reported within “Other net realized gains (losses)” on the Company’s consolidated statements of operations. (3) - Adjusted net income (loss) per diluted common share is calculated by taking adjusted net income (loss) divided by the GAAP weighted average number of diluted common shares outstanding. 30 Table of Contents Item 7.
Adjusted net income (loss) and adjusted net income (loss) per diluted common share are not substitutes for net income (loss) and net income (loss) per diluted common share determined in accordance with GAAP, and our definitions of adjusted net income (loss) and adjusted net income (loss) per diluted common share may differ from those used by other companies.
Adjusted net income (loss) and adjusted net income (loss) per diluted common share are not substitutes for net income (loss) and net income (loss) per diluted common share determined in accordance with GAAP, and our definitions of adjusted net income (loss) and adjusted net income (loss) per diluted common share may differ from those used by other companies. 29 Table of Contents Item 7.
Item 5. Market for Registrant’s Common Equity , Related Stockholder Matters and Issuer Purchases of Equity Securities The Company’s common stock is listed on the New York Stock Exchange under the symbol “MBI.” As of February 20, 2025, there were 201 shareholders of record of the Company’s common stock.
Item 5. Market for Registrant’s Common Equity , Related Stockholder Matters and Issuer Purchases of Equity Securities The Company’s common stock is listed on the New York Stock Exchange under the symbol “MBI.” As of February 19, 2026, there were 193 shareholders of record of the Company’s common stock.
Since many of the Company’s investors and analysts continue to use ABV to evaluate MBIA’s share price and as the basis for their investment decisions, we present GAAP book value per share as well as the individual adjustments used by management to calculate its internal ABV metric.
ABV is also used by management in certain components of management’s compensation. Since many of the Company’s investors and analysts continue to use ABV to evaluate MBIA’s share price and as the basis for their investment decisions, we present GAAP book value per share as well as the individual adjustments used by management to calculate its internal ABV metric.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) RESULTS OF OPERATIONS (continued) The following table presents our adjusted net income (loss) and adjusted net income (loss) per diluted common share and provides a reconciliation of GAAP net income (loss) to adjusted net income (loss) for the years ended December 31, 2024, 2023 and 2022: Year Ended December 31, In millions except share and per share amounts 2024 2023 2022 Net income (loss) attributable to MBIA Inc. $ (447 ) $ (491 ) $ (195 ) Less: adjusted net income (loss) adjustments: Income (loss) from discontinued operations, net of noncontrolling interest (6 ) (7 ) (46 ) Income (loss) before income taxes of our international and structured finance insurance segment and eliminations (265 ) (249 ) (20 ) Adjustments to income before income taxes of our U.S. public finance insurance and corporate segments: Mark-to-market gains (losses) on financial instruments (1) 2 19 58 Foreign exchange gains (losses) (1) 7 (6 ) 15 Net realized investment gains (losses) (3 ) (72 ) (40 ) Net investment losses related to impairments of securities (2) - (8 ) (21 ) Other net realized gains (losses) 2 1 5 Adjusted net income adjustment to the (provision) benefit for income tax - - (1 ) Adjusted net income (loss) $ (184 ) $ (169 ) $ (145 ) Adjusted net income (loss) per diluted common share (3) $ (3.90 ) $ (3.49 ) $ (2.90 ) ___________________ (1) - Reported within “Net gains (losses) on financial instruments at fair value and foreign exchange” on the Company’s consolidated statements of operations.
The following table presents our adjusted net income (loss) and adjusted net income (loss) per diluted common share and provides a reconciliation of GAAP net income (loss) to adjusted net income (loss) for the years ended December 31, 2025, 2024 and 2023: Years Ended December 31, In millions except share and per share amounts 2025 2024 2023 Net income (loss) attributable to MBIA Inc. $ (177 ) $ (447 ) $ (491 ) Less: adjusted net income (loss) adjustments: Income (loss) from discontinued operations and noncontrolling interests 4 (6 ) (7 ) Income (loss) before income taxes of our international and structured finance insurance segment and eliminations (192 ) (265 ) (249 ) Adjustments to income before income taxes of our U.S. public finance insurance and corporate segments: Mark-to-market gains (losses) on financial instruments (1) 6 2 19 Foreign exchange gains (losses) (1) (12 ) 7 (6 ) Net realized investment gains (losses) (6 ) (3 ) (72 ) Net investment losses related to impairments of securities (2) - - (8 ) Other net realized gains (losses) - 2 1 Adjusted net income adjustment to the (provision) benefit for income tax - - - Adjusted net income (loss) $ 23 $ (184 ) $ (169 ) Adjusted net income (loss) per diluted common share (3) $ 0.46 $ (3.90 ) $ (3.49 ) ___________________ (1) - Reported within “Net gains (losses) on financial instruments at fair value and foreign exchange” on the Company’s consolidated statements of operations.
The following table provides the Company’s GAAP book value per share and management’s adjustments to book value per share used in our internal analysis: As of December 31, As of December 31, In millions except share and per share amounts 2024 2023 Total shareholders' equity of MBIA Inc. $ (2,089 ) $ (1,657 ) Common shares outstanding 50,970,181 50,862,931 GAAP book value per share $ (40.99 ) $ (32.56 ) Management's adjustments described above: Remove negative book value per share of MBIA Corp.
The following table provides the Company’s GAAP book value per share and management’s adjustments to book value per share used in our internal analysis: As of December 31, As of December 31, In millions except share and per share amounts 2025 2024 Total shareholders' equity of MBIA Inc. $ (2,237 ) $ (2,089 ) Common shares outstanding 50,510,250 50,970,181 GAAP book value per share $ (44.27 ) $ (40.99 ) Management's adjustments described above: Remove negative book value per share of MBIA Corp.
In addition, 2024 and 2023 included $37 million and $70 million, respectively, of consolidated VIE losses primarily from the reclassification of credit risk losses from accumulated other comprehensive income ("AOCI") to net income (loss) due to early redemptions of VIE liabilities and losses from the deconsolidation of VIEs. 2024 included $49 million of losses from fair valuing investments compared with $6 million of gains for 2023.
The consolidated VIE loss for 2024 was primarily from the reclassification of credit risk losses from accumulated other comprehensive income ("AOCI") to net income (loss) due to early redemptions of VIE liabilities and the deconsolidation of a VIE. In addition, 2025 included $13 million of losses from fair valuing investments compared with $49 million of losses for 2024.
As of December 31, 2024, 283,186,115 shares of Common Stock of the Company, par value $1 per share, were issued and 50,970,181 shares were outstanding. 24 Item 5.
As of December 31, 2025, 283,186,115 shares of Common Stock of the Company, par value $1 per share, were issued and 50,510,250 shares were outstanding. 24 Table of Contents Item 5.
(2) On May 3, 2023, the Company's Board of Directors approved a share repurchase program authorizing the Company and/or National to purchase up to $100 million of the Company's shares in open market transactions, in privately negotiated, or by any other legal means.
Such restricted stock was originally issued to participants under the Company's long term incentive plan. (2) On May 3, 2023, the Company's Board of Directors approved a share repurchase program authorizing the Company and/or National to purchase up to $100 million of the Company's shares in open market transactions, in privately negotiated, or by any other legal means.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) RESULTS OF OPERATIONS Summary of Consolidated Results The following table presents a summary of our consolidated financial results for the years ended December 31, 2024, 2023 and 2022: Years Ended December 31, In millions except for per share, percentage and share amounts 2024 2023 2022 Total revenues $ 42 $ 7 $ 154 Total expenses 483 491 302 Income (loss) from continuing operations before income taxes (441 ) (484 ) (148 ) Provision (benefit) for income taxes - - 1 Net income (loss) from continuing operations (441 ) (484 ) (149 ) Income (loss) from discontinued operations, net of income taxes (3 ) (3 ) (54 ) Net income (loss) (444 ) (487 ) (203 ) Less: Net income (loss) from discontinued operations attributable to noncontrolling interests 3 4 (8 ) Net income (loss) attributable to MBIA Inc. $ (447 ) $ (491 ) (195 ) Net income (loss) per basic and diluted common share attributable to MBIA Inc. $ (9.43 ) $ (10.18 ) $ (3.92 ) Adjusted net income (loss) (1) $ (184 ) $ (169 ) $ (145 ) Adjusted net income (loss) per diluted share (1) $ (3.90 ) $ (3.49 ) $ (2.90 ) Weighted average basic and diluted common shares outstanding 47,436,079 48,207,574 49,803,739 ___________________ (1) - Adjusted net income (loss) and adjusted net income (loss) per diluted share are non-GAAP measures.
RESULTS OF OPERATIONS Summary of Consolidated Results The following table presents a summary of our consolidated financial results for the years ended December 31, 2025, 2024 and 2023: Years Ended December 31, In millions except for per share, percentage and share amounts 2025 2024 2023 Total revenues $ 80 $ 42 $ 7 Total expenses 261 483 491 Income (loss) from continuing operations before income taxes (181 ) (441 ) (484 ) Provision (benefit) for income taxes - - - Net income (loss) from continuing operations (181 ) (441 ) (484 ) Income (loss) from discontinued operations, net of income taxes (2 ) (3 ) (3 ) Net income (loss) (183 ) (444 ) (487 ) Less: Net income (loss) attributable to noncontrolling interests (6 ) 3 4 Net income (loss) attributable to MBIA Inc. $ (177 ) $ (447 ) (491 ) Net income (loss) per basic and diluted common share attributable to MBIA Inc. $ (3.58 ) $ (9.43 ) $ (10.18 ) Adjusted net income (loss) (1) $ 23 $ (184 ) $ (169 ) Adjusted net income (loss) per diluted share (1) $ 0.46 $ (3.90 ) $ (3.49 ) Weighted average basic and diluted common shares outstanding 49,278,281 47,436,079 48,207,574 ___________________ (1) - Adjusted net income (loss) and adjusted net income (loss) per diluted share are non-GAAP measures.
Refer to “Note 6: Loss and Loss Adjustment Expense Reserves” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for additional information related to the Company’s loss reserves and recoveries and loss reserving process.
Refer to “Note 6: Loss and Loss Adjustment Expense Reserves” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for additional information related to the Company’s loss reserves and recoveries and loss reserving process. AMORTIZATION OF DEFERRED ACQUISITION COSTS Acquisition costs are recognized as expense when the associated premium is earned.
The graph assumes a $100 investment at the closing price on December 31, 2024 and reinvestment of dividends in the security/index on the respective dividend payment dates without commissions. This graph does not forecast future performance of our common stock. 2019 2020 2021 2022 2023 2024 MBIA Inc.
The graph and table outline the value on December 31 of each year from 2020 through 2025 of a $100 investment made on December 31, 2020 and reinvestment of dividends in the security/index on the respective dividend payment dates without commissions. This does not forecast future performance of our common stock. 2020 2021 2022 2023 2024 2025 MBIA Inc.
Economic improvement at the state and local level strengthens the credit quality of the issuers of our insured municipal bonds, improves the performance of our insured U.S. public finance portfolio and could reduce the amount of National’s potential incurred losses.
Economic improvement at the state and local level strengthens the credit quality of the issuers of our insured municipal bonds, improves the performance of our insured U.S. public finance portfolio and could reduce the amount of National’s potential incurred losses. Lower interest rates could adversely affect investment portfolio yields and income, but increase the values of our Company’s investment portfolio.
On June 26, 2024, the Oversight Board filed a petition for a First Circuit panel rehearing, and the UCC filed an en banc appeal. On November 13, 2024, the First Circuit affirmed the Appeal Decision. On November 27, 2024, the Oversight Board filed a petition for further rehearing, and on December 31, 2024, the First Circuit denied the rehearing request.
On November 13, 2024, the First Circuit affirmed its decision. On November 27, 2024, the Oversight Board filed a petition for further rehearing, and on December 31, 2024, the First Circuit denied the rehearing request.
The following table presents information about our U.S. public finance insurance loss recoverable asset and loss and LAE reserves liabilities as of December 31, 2024 and 2023: December 31, December 31, Percent In millions 2024 2023 Change Assets: Insurance loss recoverable $ 165 $ 152 9 % Reinsurance recoverable on paid and unpaid losses (1) 16 11 45 % Liabilities: Loss and LAE reserves 299 230 30 % Insurance loss recoverable - ceded (2) 2 1 100 % Net reserve (salvage) $ 120 $ 68 76 % (1) - Reported within "Other assets" on our consolidated balance sheets.
The following table presents information about our U.S. public finance insurance loss recoverable asset and loss and LAE reserves liabilities as of December 31, 2025 and 2024: December 31, December 31, Percent In millions 2025 2024 Change Assets: Insurance loss recoverable $ 22 $ 165 -87 % Reinsurance recoverable on paid and unpaid losses (1) 13 16 -19 % Liabilities: Loss and LAE reserves 219 299 -27 % Insurance loss recoverable - ceded (2) 1 2 -50 % Net reserve (salvage) $ 185 $ 120 54 % (1) - Reported within "Other assets" on our consolidated balance sheets.
On June 12, 2024, the First Circuit Court of Appeals reversed Judge Swain's prior rulings and supported bondholder liens and claim amounts (the "Appeal Decision").The Oversight Board informed the Court that it intended to file an amendment to the Plan it believed would account for the changes required by the First Circuit opinion.
On June 12, 2024, following the Appeal Decision affirming the Bondholder liens, the Oversight Board informed the Court that it intended to file an amendment to the Plan it believed would account for the changes required by the First Circuit opinion.
With the Federal Open Market Committee (“FOMC”) seeking to achieve maximum employment and 2% inflation over the longer run, at the most recent meeting, the FOMC maintained its federal funds rate target range at 4.25% to 4.50%. Economic and financial market trends could impact the Company’s financial results.
The Federal Open Market Committee (“FOMC”) seeks to achieve maximum employment and 2% inflation over the longer run, and has noted that uncertainty around the economic outlook remains elevated. At its most recent meeting, the FOMC maintained its federal funds rate target range at 3.50% to 3.75%. Economic and financial market trends could impact the Company’s financial results.
Gains and losses from sales and impairments of AFS securities are recorded in book value through earnings. 30 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) RESULTS OF OPERATIONS (continued) • Net unearned premium revenue in excess of expected losses of National - We include net unearned premium revenue in excess of expected losses.
Gains and losses from sales and impairments of AFS securities are recorded in book value through earnings. • Net unearned premium revenue in excess of expected losses of National - We include net unearned premium revenue in excess of expected losses.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) RESULTS OF OPERATIONS (continued) The following table summarizes the consolidated results of our corporate segment for the years ended December 31, 2024, 2023 and 2022: Years Ended December 31, Percent Change In millions 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Net investment income $ 30 $ 25 $ 22 20 % 14 % Net realized investment gains (losses) - (33 ) (10 ) -100 % n/m Net gains (losses) on financial instruments at fair value and foreign exchange 14 8 99 75 % -92 % Fees 50 50 51 - % -2 % Other net realized gains (losses) 2 1 5 100 % -80 % Total revenues 96 51 167 88 % -69 % Operating 61 77 58 -21 % 33 % Interest 72 76 76 -5 % - % Total expenses 133 153 134 -13 % 14 % Income (loss) from continuing operations before income taxes $ (37 ) $ (102 ) $ 33 -64 % n/m ____________________ n/m - Percent change not meaningful.
The following table summarizes the consolidated results of our corporate segment for the years ended December 31, 2025, 2024 and 2023: Years Ended December 31, Percent Change In millions 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Net investment income $ 26 $ 30 $ 25 -13 % 20 % Net realized investment gains (losses) - - (33 ) - % -100 % Net gains (losses) on financial instruments at fair value and foreign exchange (2 ) 14 8 -114 % 75 % Fees 45 50 50 -10 % - % Other net realized gains (losses) - 2 1 -100 % 100 % Total revenues 69 96 51 -28 % 88 % Operating 60 61 77 -2 % -21 % Interest 69 72 76 -4 % -5 % Total expenses 129 133 153 -3 % -13 % Income (loss) from continuing operations before income taxes $ (60 ) $ (37 ) $ (102 ) 62 % -64 % NET GAINS (LOSSES) ON FINANCIAL INSTRUMENTS AT FAIR VALUE AND FOREIGN EXCHANGE Net gains (losses) on financial instruments at fair value and foreign exchange were primarily driven by changes in the revaluation of euro-denominated liabilities.
Book Value Adjustments Per Share In addition to GAAP book value per share, for internal purposes management also analyzes adjusted book value (“ABV”) per share, changes to which we view as an important indicator of financial performance. ABV is also used by management in certain components of management’s compensation.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) RESULTS OF OPERATIONS (continued) Book Value Adjustments Per Share In addition to GAAP book value per share, for internal purposes management also analyzes adjusted book value (“ABV”) per share, changes to which we view as an important indicator of financial performance.
The Plan and related disclosure statement was filed on February 9, 2023. Subsequently, both the Plan and PREPA RSA were amended. The Title III Court conducted confirmation hearings in March 2024.
On January 31, 2023, National entered into the PREPA RSA with the Oversight Board, on behalf of itself and as the sole Title III representative of PREPA. The Plan and related disclosure statement was filed on February 9, 2023. Subsequently, both the Plan and PREPA RSA were amended. The Title III Court conducted confirmation hearings in March 2024.
On January 1, 2025, PREPA defaulted on scheduled debt service for National insured bonds and National paid gross claims in the aggregate of $13 million. 26 Item 7.
As of December 31, 2025, National had $565 million of debt service outstanding related to PREPA. On January 1, 2026, PREPA defaulted on scheduled debt service for National insured bonds and National paid gross claims in the aggregate of $11 million. 26 Table of Contents Item 7.
Gross Par Outstanding In millions December 31, 2024 December 31, 2023 Rating Amount % Amount % AAA $ 1,022 4.1 % $ 1,283 4.5 % AA 10,574 41.8 % 11,919 42.0 % A 10,023 39.6 % 10,539 37.1 % BBB 1,740 6.9 % 2,394 8.5 % Below investment grade 1,931 7.6 % 2,242 7.9 % Total $ 25,290 100.0 % $ 28,377 100.0 % U.S.
Gross Par Outstanding In millions December 31, 2025 December 31, 2024 Rating Amount % Amount % AAA $ 931 4.2 % $ 1,022 4.1 % AA 10,437 46.8 % 10,574 41.8 % A 7,352 32.9 % 10,023 39.6 % BBB 2,014 9.0 % 1,740 6.9 % Below investment grade 1,578 7.1 % 1,931 7.6 % Total $ 22,312 100.0 % $ 25,290 100.0 % U.S.
We do not expect National or MBIA Corp. to write new financial guarantee policies outside of remediation related activities. Economic Environment U.S. economic activity indicators have continued to expand at a solid pace with the unemployment rate stabilizing at a low level and labor market conditions remaining solid. Inflation remains elevated.
We do not expect National or MBIA Corp. to write new financial guarantee policies outside of remediation related activities. Economic Environment Available indicators suggest that U.S. economic activity has been expanding at a solid pace. The unemployment rate has shown signs of stabilization and job gains have remained low. Inflation remains elevated.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) RESULTS OF OPERATIONS (continued) LOSSES AND LOSS ADJUSTMENT EXPENSES For 2024, losses and LAE incurred primarily related to changes in PREPA reserves as a result of current developments in the PREPA remediation and extending the timing of a resolution.
For 2024, losses and LAE incurred primarily related to changes in PREPA reserves as a result of developments in the then PREPA remediation and extending the timing of a resolution.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) RESULTS OF OPERATIONS (continued) As of December 31, 2024 and 2023, the Company’s valuation allowance against its net deferred tax asset was $1.4 billion and $1.2 billion, respectively.
As of December 31, 2025 and 2024, the Company’s valuation allowance against its net deferred tax asset was $1.4 billion.
Refunding activity over the past several years has accelerated premium earnings in prior years and reduced the amount of scheduled premiums that would have been earned in the current year. Refunding activity can vary significantly from period to period based on issuer refinancing behavior.
NET PREMIUMS EARNED Net premiums earned on financial guarantees represent gross premiums earned net of premiums ceded to reinsurers and include scheduled premium earnings and premium earnings from refunded issues. Refunding activity over the past several years has accelerated premium earnings in prior years and reduced the amount of scheduled premiums that would have been earned in the current year.
The following table presents our scheduled gross debt service due on our PREPA insured exposures as of December 31, 2024, for each of the subsequent five years ending December 31, and thereafter: In millions 2025 2026 2027 2028 2029 Thereafter Total Puerto Rico Electric Power Authority (PREPA) $ 105 $ 57 $ 20 $ 20 $ 89 $ 379 $ 670 Corporate Segment Our corporate segment consists of general corporate activities, including providing support services to MBIA Inc.’s subsidiaries and asset and capital management.
The following table presents our scheduled gross debt service due on our PREPA insured exposures as of December 31, 2025, for each of the subsequent five years ending December 31, and thereafter: In millions 2026 2027 2028 2029 2030 Thereafter Total Puerto Rico Electric Power Authority (PREPA) $ 57 $ 20 $ 20 $ 89 $ 89 $ 290 $ 565 35 Table of Contents Item 7.
Adjusted net income (loss) and adjusted net income (loss) per diluted common share include the after-tax results of the Company and remove the after-tax results of our international and structured finance insurance segment, comprising the results of MBIA Corp. and its discontinued operations net of noncontrolling interest and income taxes, which given MBIA Corp.’s capital structure and business prospects, we do not expect its financial performance to have a material economic impact on MBIA Inc., as well as adjusting the following: • Mark-to-market gains (losses) on financial instruments – We remove the impact of mark-to-market gains (losses) on financial instruments such as interest rate swaps, investment securities and hybrid financial instruments.
Given MBIA Corp.’s capital structure and business prospects, we do not expect its financial performance to have a material economic impact on MBIA Inc. We also adjust the following: • Mark-to-market gains (losses) on financial instruments – We remove the impact of mark-to-market gains (losses) on financial instruments such as interest rate swaps, investment securities and hybrid financial instruments.
Refer to the following “Loss and Loss Adjustment Expenses” sections of the U.S. Public Finance Insurance and International and Structured Finance Insurance segments for additional information on our losses and LAE. Non-VIE operating expense decreased $18 million for 2024 compared with 2023. This decrease was primarily due to a decrease in compensation expense.
The favorable change in losses and LAE was primarily due to our insured PREPA exposure. Refer to the following “Losses and Loss Adjustment Expenses” sections of the U.S. Public Finance Insurance and International and Structured Finance Insurance segments for additional information on our losses and LAE.
Business Developments The following is a summary of business developments: Puerto Rico • During 2024, the Puerto Rico Electric Power Authority (“PREPA”) defaulted on scheduled debt service for National insured bonds and National paid gross claims in the aggregate of $137 million. As of December 31, 2024, National had $670 million of debt service outstanding related to PREPA.
Lower interest rates could also adversely affect the present value of loss reserves. Business Developments The following is a summary of business developments: Puerto Rico • During 2025, the Puerto Rico Electric Power Authority (“PREPA”) defaulted on scheduled debt service for National insured bonds and National paid gross claims in the aggregate of $105 million.
Refer to the following Non-GAAP Adjusted Net Income (Loss) section for a discussion of adjusted net income (loss) and adjusted net income (loss) per diluted share and a reconciliation of GAAP net income (loss) to adjusted net income (loss) and GAAP net income (loss) per diluted share to adjusted net income (loss) per diluted share. 2024 vs. 2023 GAAP Results Income (loss) from Continuing Operations Before Income Taxes The increase in consolidated total revenues for 2024 compared with 2023 was principally due to favorable changes from net realized investment losses from sales of investments and revenues from consolidated VIEs.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) RESULTS OF OPERATIONS (continued) 2025 vs. 2024 GAAP Results Income (loss) from Continuing Operations Before Income Taxes The increase in consolidated total revenues for 2025 compared with 2024 was principally due to favorable changes in revenues from consolidated variable interest entities ("VIEs") and fair valuing investments.
(49.48 ) (44.91 ) Remove net unrealized gains (losses) on available-for-sale securities included in other comprehensive income (loss) (2.87 ) (2.40 ) Include net unearned premium revenue in excess of expected losses 2.43 2.91 U.S. Public Finance Insurance Segment Our U.S. public finance insurance portfolio is managed through National.
(53.35 ) (49.48 ) Remove net unrealized gains (losses) on available-for-sale securities included in other comprehensive income (loss) (2.34 ) (2.87 ) Include net unearned premium revenue in excess of expected losses 2.10 2.43 31 Table of Contents Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) RESULTS OF OPERATIONS (continued) U.S.
There is no assurance that a plan that is substantially similar in the treatment of National's claims and rights will ultimately be confirmed and become effective. In the event of a substantially different confirmed plan, National’s PREPA loss reserves and recoveries could be materially adversely affected. Refer to the following “U.S.
Bondholders filed their reply brief on February 6, 2026. There is no assurance that a plan that is substantially similar in the treatment of National's claims and rights will ultimately be confirmed and become effective.
This change was due to the U.S. dollar strengthening against the euro in 2024 compared with the U.S. dollar weakening against the euro in 2023. Also, 2024 included $6 million of fair value gains on investments for which the fair value option was elected compared with $4 million of fair value gains in 2023.
For 2025, foreign currency losses were $13 million and related to euro-denominated liabilities compared with foreign currency gains of $8 million on these liabilities for 2024. This change was due to the U.S. dollar weakening against the euro in 2025 compared with the U.S. dollar strengthening against the euro in 2024.
Total Number Maximum Total Average of Shares Amount That May Number Price Purchased as Be Purchased of Shares Paid Per Part of Publicly Under the Plan Month Purchased (1) Share Announced Plan (in millions) (2) October 159 3.48 — $ 71 November 56 4.94 — 71 December 1 6.41 — 71 (1) Represents shares repurchased in open market transactions as investments in the Company's non-qualified deferred compensation plan.
Total Number Maximum Total Average of Shares Amount That May Number Price Purchased as Be Purchased of Shares Paid Per Part of Publicly Under the Plan Month Purchased (1) Share Announced Plan (in millions) (2) October — $ — — $ 71 November — — — 71 December 25,532 7.16 — 71 (1) Represents shares withheld from participants for income tax purposes whose shares of restricted stock vested during the period.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) RESULTS OF OPERATIONS (continued) PREPA National’s largest remaining exposure to Puerto Rico, by gross par outstanding, is to PREPA. On January 31, 2023, National entered into the PREPA RSA with the Oversight Board, on behalf of itself and as the sole Title III representative of PREPA.
As of December 31, 2025, National had $46 million of insured debt service outstanding related to the University. 34 Table of Contents Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) RESULTS OF OPERATIONS (continued) PREPA National’s largest remaining exposure to Puerto Rico, by gross par outstanding, is to PREPA.
Following the Appeal Decision, the Oversight Board informed the Court, National and other parties that it intended to modify National’s settlement in a forthcoming amended Plan. Thereafter, National provided notice to the Oversight Board that National did not support the board's actions and that such actions constituted a breach and termination of the PREPA RSA, as amended.
Thereafter, National provided notice to the Oversight Board that National did not support the board's actions and that such actions constituted a breach and termination of the PREPA RSA, as amended. On June 26, 2024, the Oversight Board filed a petition for a First Circuit panel rehearing, and the UCC filed an en banc appeal.
(2) - Reported within "Other liabilities" on our consolidated balance sheets. The changes to the insurance loss recoverable and loss and LAE reserves as of December 31, 2024 compared with December 31, 2023, were primarily due to PREPA as discussed above.
(2) - Reported within "Other liabilities" on our consolidated balance sheets. The insurance loss recoverable decreased from December 31, 2024 primarily due to the sale of PREPA Custodial Receipts associated with the transfer of certain of National's PREPA-related bankruptcy claims and the sale of unwrapped PREPA bonds received via subrogation for fully paid secondary insured claims.
In particular, PREPA had been experiencing significant fiscal stress and constrained liquidity. Refer to the “U.S. Public Finance Insurance Puerto Rico Exposures” section for additional information on our PREPA exposures. We continue to monitor and analyze these situations and other stressed credits closely, and the overall extent and duration of stress affecting our insured credits remains uncertain. 31 Item 7.
National continues to monitor and remediate its existing insured portfolio and has pursued and may continue to pursue other transactions that could enhance shareholder value. Regarding its insured portfolio, Puerto Rico has been experiencing significant fiscal stress and constrained liquidity. Refer to the “U.S. Public Finance Insurance Puerto Rico Exposures” section for additional information on our PREPA exposure.
NET INVESTMENT INCOME The decrease in net investment income for 2024 compared with 2023 was primarily due to a lower average invested asset base as a result of the dividend payments to National's ultimate parent, MBIA Inc., in 2023. This decrease was partially offset by higher yields on investments.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) NET INVESTMENT INCOME The decrease in net investment income for 2025 compared with 2024 was primarily due to a lower average invested asset base and lower yielding assets.
Net investment income decreased $32 million for 2024 compared with 2023 primarily due to a lower average asset base as a result of the extraordinary cash dividend payment on MBIA Inc.'s stock in December of 2023. Consolidated total expenses for 2024 and 2023 included non-VIE interest expense of $208 million and $210 million, respectively, principally from MBIA Corp.'s surplus notes.
In addition, net investment income decreased $11 million for 2025 compared with 2024 primarily due to a lower average asset base and an overall lower investment portfolio yield. Consolidated total expenses for 2025 included a losses and LAE benefit of $20 million compared with a losses and LAE expense of $184 million for 2024.
These favorable changes were partially offset by an increase in losses from fair valuing investments and a decrease in net investment income. Net realized investment losses from sales of investments for 2024 were $3 million compared with $76 million for 2023.
These increases were partially offset by unfavorable changes in foreign currency gains and losses and net investment income. Consolidated VIE revenue for 2025 was a gain of $10 million compared with a loss of $37 million for 2024. Consolidated VIE revenue for 2025 primarily related to a gain from a litigation trust we consolidate as a VIE.
For 2024 and 2023, scheduled premiums earned were $26 million and $28 million, respectively, and refunded premiums earned were $4 million and $2 million, respectively.
Refunding activity can vary significantly from period to period based on issuer refinancing behavior. For 2025 and 2024, scheduled premiums earned were $23 million and $26 million, respectively, and refunded premiums earned were $2 million and $4 million, respectively. 32 Table of Contents Item 7.
Removed
Common Stock 100.00 70.75 169.78 138.17 144.73 152.78 S&P 500 Index 100.00 118.39 152.34 124.72 157.48 196.85 S&P Financials Index 100.00 98.24 132.50 118.49 132.83 173.34 Source: Bloomberg Finance L.P. Item 6. [Re served] 25 Item 7.
Added
Common Stock 100.00 239.97 195.29 204.56 215.94 239.35 S&P 500 Index 100.00 128.68 105.35 133.02 166.27 195.96 S&P Financials Index 100.00 134.87 120.61 135.21 176.45 202.86 Source: Bloomberg Finance L.P. Item 6. [Re served] 25 Table of Contents Item 7.
Removed
Higher interest rates could adversely affect the values of our Company’s investment portfolio, but increase investment portfolio yield and income, and decrease the present value of loss reserves.
Added
On January 29, 2025, the Court extended its litigation stay through March 24, 2025, and on March 3, 2025, the Court entered an order identifying key legal issues and requiring a joint proposed litigation schedule. On March 20, 2025, the Court set a briefing schedule on a motion for allowance of an administrative expense.
Removed
Following a status conference held on July 10, 2024, the Court imposed a 60-day stay of all litigation and other filings related to the amended Plan, which stay was subsequently extended until March 24, 2025, and ordered the parties into mediation.
Added
On June 11, 2025, the Court set June 30, 2025, as the deadline for discovery, and July 23, 2025, for oral arguments in the administrative expense claim motion. Following the hearing, the Court reserved its decision on the legal issues and permitted the parties to continue resolution of discovery disputes.
Removed
Public Finance Insurance Puerto Rico Exposures” section for additional information on our Puerto Rico exposures.
Added
On August 8, 2025, the Court entered an order suspending deadlines for the Administrative Expense Claim until further order of the Court. On October 22, 2025, the Court ordered the parties to meet and confer on scheduling issues in the Administrative Expense Claim litigation and required they filed a Joint Status Report by November 24, 2025.
Removed
Zohar CDOs Pursuant to a plan of liquidation that became effective in August of 2022, MBIA Corp.'s interest in the remaining collateral of the Zohar collateralized debt obligation (“CDO”) 2003-1, Limited (“Zohar I”) and Zohar II 2005-1, Limited (“Zohar II”) (collectively, the "Zohar CDOs") was distributed to MBIA Corp. either directly or in the form of interests in certain asset recovery entities.
Added
Following the filing of the Joint Status Report, the Court entered an order dated December 9, 2025, lifting the litigation stay to permit the parties to litigate motions to compel solely in connection with the Administrative Expense Motion. Bondholders filed their Motion to Compel on January 9, 2026, and the Oversight Board on January 23, 2026 filed its opposition.
Removed
Since then, MBIA Corp. has sought to monetize these interests through sales. Refer to “Note 1: Business Developments and Risks and Uncertainties” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for a further discussion of the Zohar CDOs.
Added
In the event of a substantially different confirmed plan, National’s PREPA loss reserves and recoveries could be materially adversely affected. • In July of 2025, National transferred certain PREPA bankruptcy claims to a custodian in exchange for tradeable custodial receipts (the "Custodial Receipts").
Removed
Dividends In December of 2024 and November of 2023, National declared and paid as-of-right dividends of $69 million and $97 million, respectively, to its ultimate parent, MBIA Inc. In addition, on December 7, 2023, National paid a $550 million special dividend that was approved by the New York State Department of Financial Services (“NYSDFS”) to its ultimate parent, MBIA Inc.
Added
At the time of transfer, National owned the Custodial Receipts and continued to hold the same rights and was entitled to the same economic benefits associated with the transferred bankruptcy claims.
Removed
Also on December 7, 2023, the Company's Board of Directors declared an extraordinary cash dividend on MBIA’s common stock of $8.00 per share. The dividend was paid on December 22, 2023 to shareholders of record as of the close of business on December 18, 2023.
Added
In August of 2025, National sold the Custodial Receipts in a series of transactions through the transfer of ownership of approximately $374 million face amount of the Custodial Receipts, representing approximately 47% of the principal amount of National’s then current bond claims in the PREPA Title III case.
Removed
Due to the absence of retained earnings for MBIA Inc., the Company accounted for the dividend as a return of capital that was paid from additional paid-in capital on the Company's consolidated balance sheet. 27 Item 7.
Added
This transaction reduced potential volatility and ongoing risk of remediation around National’s remaining PREPA exposure, for which the Title III case continues to remain uncertain and National continues to use its best efforts to strengthen its position. Subsequent to the sale of these Custodial Receipts, National does not retain any additional Custodial Receipts for sale.

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Item 7. Management's Discussion & Analysis

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

87 edited+10 added−14 removed67 unchanged
Biggest changeThe following table summarizes our consolidated cash flows for the years ended December 31, 2024, 2023 and 2022: Years Ended December 31, Percent Change In millions 2024 2023 2022 2024 vs 2023 2023 vs 2022 Statement of cash flow data: Net cash provided (used) by: Operating activities $ (176 ) $ (195 ) $ (418 ) -10 % -53 % Investing activities 287 767 623 -63 % 23 % Financing activities (132 ) (542 ) (285 ) -76 % 90 % Effect of exchange rate changes on cash and cash equivalents - - (2 ) - % -100 % Cash and cash equivalents - beginning of period 108 78 160 38 % -51 % Cash and cash equivalents - end of period $ 87 $ 108 $ 78 -19 % 38 % Operating activities Net cash used by operating activities decreased for 2024 compared with 2023 primarily due to a decrease in losses and LAE and operating expenses paid in 2024, partially offset by higher net investment income and other proceeds from VIEs in 2023.
Biggest changeThe following table summarizes our consolidated cash flows for the years ended December 31, 2025, 2024 and 2023: Years Ended December 31, Percent Change In millions 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Statement of cash flow data: Net cash provided (used) by: Operating activities $ 38 $ (176 ) $ (195 ) -122 % -10 % Investing activities 25 287 767 -91 % -63 % Financing activities (79 ) (132 ) (542 ) -40 % -76 % Cash and cash equivalents - beginning of period 87 108 78 -19 % 38 % Cash and cash equivalents - end of period $ 71 $ 87 $ 108 -18 % -19 % Operating activities The change in net cash of operating activities for 2025 compared with 2024 was principally due to proceeds from the sale of the PREPA Custodial Receipts in 2025 and lower losses and LAE and interest expense paid in 2025.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) RESULTS OF OPERATIONS (continued) MBIA Corp. insures sovereign-related and sub-sovereign bonds, utilities, privately issued bonds used for the financing of projects that include toll roads, bridges, public transportation facilities, and other types of infrastructure projects serving a substantial public purpose.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) MBIA Corp. insures sovereign-related and sub- sovereign bonds, utilities, privately issued bonds used for the financing of projects that include toll roads, bridges, public transportation facilities, and other types of infrastructure projects serving a substantial public purpose.
CPR has been a common measure used by financial guarantee insurance companies to report and compare resources, and continues to be used by MBIA’s management to evaluate changes in such resources.
CPR has been a common measure used by financial guarantee insurance companies to report and compare resources, and continues to be used by MBIA’s management to evaluate changes in such resources.
Any future dividend payments by MBIA Inc. to shareholders are within the absolute discretion of our board of directors and will depend on, among other things, the receipt of additional special dividends from National, our results of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness, contractual restrictions with respect to the payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our board of directors may deem relevant.
Furthermore, any future dividend payments by MBIA Inc. to shareholders are within the absolute discretion of our board of directors and will depend on, among other things, the receipt of additional special dividends from National, our results of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness, contractual restrictions with respect to the payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our board of directors may deem relevant.
Refer to “Note 7: Fair Value of Financial Instruments” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for further information about our financial assets and liabilities that are accounted for at fair value, including valuation techniques and significant inputs used to estimate fair values. 49
Refer to “Note 7: Fair Value of Financial Instruments” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for further information about our financial assets and liabilities that are accounted for at fair value, including valuation techniques and significant inputs used to estimate fair values. 49 Table of Contents
Insured transactions that require payment of scheduled debt service payments insured when due or payment in full of the principal insured at maturity could present liquidity risk for MBIA Corp., as any salvage recoveries from such payments could be recovered over an extended period of time after the payment is made.
Insured obligations that require payment of scheduled debt service payments when due or payment in full of the principal insured at maturity could present liquidity risk for MBIA Corp., as any salvage recoveries from such payments could be recovered over an extended period of time after the payment is made.
As of December 31, 2024, National was in compliance with its aggregate risk limits under New York Insurance Law (“NYIL”), but was not in compliance with certain of its single risk limits. Since National does not comply with certain of its single risk limits, the NYSDFS could prevent National from transacting any new financial guarantee insurance business.
As of December 31, 2025, National was in compliance with its aggregate risk limits under New York Insurance Law (“NYIL”), but was not in compliance with certain of its single risk limits. Since National does not comply with certain of its single risk limits, the NYSDFS could prevent National from transacting any new financial guarantee insurance business.
Refer to "Note 6: Loss and Loss Adjustment Expense Reserves" in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for a description of the Company’s loss reserving policy and additional information related to its loss reserves and recoverables. 38 Item 7.
Refer to "Note 6: Loss and Loss Adjustment Expense Reserves" in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for a description of the Company’s loss reserving policy and additional information related to its loss reserves and recoverables.
As of December 31, 2024, MBIA Insurance Corporation was in compliance with its aggregate risk limits under the NYIL, but was not in compliance with certain of its single risk limits. Since MBIA Insurance Corporation does not comply with its single risk limits, the NYSDFS could prevent MBIA Insurance Corporation from transacting any new financial guarantee insurance business.
As of December 31, 2025, MBIA Insurance Corporation was in compliance with its aggregate risk limits under the NYIL but was not in compliance with certain of its single risk limits. Since MBIA Insurance Corporation does not comply with its single risk limits, the NYSDFS could prevent MBIA Insurance Corporation from transacting any new financial guarantee insurance business.
As of December 31, 2024, based on the actual or estimated underlying ratings of our consolidated investment portfolio, without giving effect to financial guarantees, the weighted average rating of only the Insured Investments in the investment portfolio would be in the below investment grade range.
As of December 31, 2025, based on the actual or estimated underlying ratings of our consolidated investment portfolio, without giving effect to financial guarantees, the weighted average rating of only the Insured Investments in the investment portfolio would be in the below investment grade range.
As of December 31, 2024, MBIA Insurance Corporation maintained its minimum requirement of policyholders’ surplus but did not have enough qualifying assets to support its contingency reserves and 50% of its loss reserves and unearned premium reserves.
As of December 31, 2025, MBIA Insurance Corporation maintained its minimum requirement of policyholders’ surplus but did not have enough qualifying assets to support its contingency reserves and 50% of its loss reserves and unearned premium reserves.
In some cases, these activities may result in a reduction of loss reserves, but in all cases they are intended to limit our ultimate losses and reduce the future volatility in loss development on the related policies. Our ability to purchase guaranteed obligations and to commute policies will depend on management’s assessment of available liquidity. 39 Item 7.
In some cases, these activities may result in a reduction of loss reserves, but in all cases they are intended to limit our ultimate losses and reduce the future volatility in loss development on the related policies. Our ability to purchase guaranteed obligations and to commute policies will depend on management’s assessment of available liquidity.
Also, any adverse developments on macroeconomic factors could result in new or additional losses on insured obligations. Our remediation strategy for an insured obligation that has defaulted or is expected to default may also have an impact on our loss reserves. 48 Item 7.
Also, any adverse developments on macroeconomic factors could result in new or additional losses on insured obligations. Our remediation strategy for an insured obligation that has defaulted or is expected to default may also have an impact on our loss reserves. 48 Table of Contents Item 7.
Under Section 1307 of the NYIL and the Fiscal Agency Agreement governing the surplus notes, Surplus Note payments may be made only with the prior approval by the NYSDFS and if MBIA Insurance Corporation has sufficient “Eligible Surplus”, or as we believe, “free and divisible surplus” as an appropriate calculation of “Eligible Surplus.” As of December 31, 2024, MBIA Insurance Corporation had “free and divisible surplus” of $65 million.
Under Section 1307 of the NYIL and the Fiscal Agency Agreement governing the surplus notes, Surplus Note payments may be made only with the prior approval by the NYSDFS and if MBIA Insurance Corporation has sufficient “Eligible Surplus”, or as we believe, “free and divisible surplus” as an appropriate calculation of “Eligible Surplus.” As of December 31, 2025, MBIA Insurance Corporation had “free and divisible surplus” of $57 million.
As of December 31, 2024 and 2023, 24% and 26%, respectively, of our international and structured finance insured portfolio was rated below investment grade, before giving effect to MBIA’s guarantees, based on MBIA’s internal ratings, which are generally more current than the underlying ratings provided by S&P and Moody’s for this subset of our insured portfolio.
As of December 31, 2025 and 2024, 25% and 24%, respectively, of our international and structured finance insured portfolio was rated below investment grade, before giving effect to MBIA’s guarantees, based on MBIA’s internal ratings, which are generally more current than the underlying ratings provided by S&P and Moody’s for this subset of our insured portfolio.
National Liquidity The primary sources of cash available to National are: • principal and interest receipts on assets held in its investment portfolio, including proceeds from the sale of assets; • recoveries associated with insurance loss payments; and • installment premiums. 41 Item 7.
National Liquidity The primary sources of cash available to National are: • principal and interest receipts on assets held in its investment portfolio, including proceeds from the sale of assets; • recoveries associated with insurance loss payments; and • installment premiums.
There can be no assurance as to the amount and timing of any future dividends from National. We expect that National will continue to seek approval to pay additional special dividends to MBIA in future years.
There can be no assurance as to the amount and timing of any future dividends from National. We expect that National will also seek approval to pay additional special dividends to MBIA Inc. in future years.
Included in the international and structured finance insurance segment’s surplus notes due within one year is $1.6 billion of unpaid interest related to 2013 through 2024 interest payments for which MBIA Insurance Corporation’s requests for approval to pay was not approved by the NYSDFS.
Included in the international and structured finance insurance segment’s surplus notes due within one year is $1.7 billion of unpaid interest related to 2013 through 2025 interest payments for which MBIA Insurance Corporation’s requests for approval to pay was not approved by the NYSDFS.
STAT”) and assist our regulators in evaluating minimum standards of solvency, including minimum capital requirements, and business conduct. 45 Item 7.
STAT”) and assist our regulators in evaluating minimum standards of solvency, including minimum capital requirements, and business conduct. 45 Table of Contents Item 7.
Factors that may affect the actual ultimate realized losses for any policy include economic conditions and trends, political developments, levels of interest rates, borrower behavior, the default rate and salvage values of specific collateral or other expected consideration, and our ability to enforce contractual rights through litigation and otherwise.
Factors that may affect the actual ultimate realized losses for any policy include economic conditions and trends, political developments, levels of interest rates, borrower behavior, the default rate and salvage values of specific collateral or other expected consideration, and our ability to enforce contractual rights through litigation and otherwise including the collection of contractual interest on claim payments.
As of December 31, 2024, the weighted average credit quality rating of the Company’s AFS fixed-maturity investment portfolio, excluding short-term investments, was Aa and 95% of the investments were investment grade. The fair values of securities in the Company’s AFS fixed-maturity investment portfolio are sensitive to changes in interest rates.
As of December 31, 2025, the weighted average credit quality rating of the Company’s AFS fixed-maturity investment portfolio, excluding short-term investments, was Aa and 94% of the investments were investment grade. The fair values of securities in the Company’s AFS fixed-maturity investment portfolio are sensitive to changes in interest rates.
As of December 31, 2024, MBIA Corp.’s total insured gross par outstanding was $2.3 billion. In addition, MBIA Corp. consolidates insured transactions as VIEs if it determines it is the primary beneficiary, and deconsolidates such VIEs when it is no longer the primary beneficiary.
As of December 31, 2025, MBIA Corp.’s total insured gross par outstanding was $2.1 billion. In addition, MBIA Corp. consolidates insured transactions as VIEs if it determines it is the primary beneficiary, and deconsolidates such VIEs when it is no longer the primary beneficiary.
Without giving effect to the National and MBIA Corp. guarantees of the Company-Insured Investments in the consolidated investment portfolio, as of December 31, 2024, based on actual or estimated underlying ratings, the weighted average rating of the consolidated investment portfolio was in the Aa range.
Without giving effect to the National and MBIA Corp. guarantees of the Company-Insured Investments in the consolidated investment portfolio, as of December 31, 2025, based on actual or estimated underlying ratings, the weighted average rating of the consolidated investment portfolio was in the A range.
Refer to “Note 2: Significant Accounting Policies” and “Note 8: Investments” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for further information about our accounting policies and investments.
Refer to “Note 2: Significant Accounting Policies” and “Note 8: Investments” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for further information about our accounting policies and investments. 40 Table of Contents Item 7.
National had positive earned surplus as of December 31, 2024 from which it may pay dividends, subject to the limitations described above. During 2024, National declared and paid an as-of-right dividend of $69 million to its ultimate parent, MBIA Inc.
National had positive earned surplus as of December 31, 2025 from which it may pay dividends, subject to the limitations described above. During 2025 and 2024, National declared and paid as-of-right dividends of $63 million and $69 million, respectively, to its ultimate parent, MBIA Inc.
Also, refer to "Note 9: Debt" in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for information about debt repurchases or redemptions. We seek to maintain sufficient liquidity and capital resources to meet the Company’s general corporate needs and debt service.
Refer to "Note 9: Debt" in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for additional information about our debt. We seek to maintain sufficient liquidity and capital resources to meet the Company’s general corporate needs and debt service.
LOSSES AND LOSS ADJUSTMENT EXPENSES For 2024, the losses and LAE incurred benefit primarily related to an increase in risk-free rates in 2024, which caused the present value of loss reserves, net of recoveries, to decline on our insured RMBS loss reserves.
For 2024, the losses and LAE benefit primarily related to an increase in risk-free rates in 2024, which caused the present value of loss reserves, net of recoveries, to decline on our insured first-lien RMBS loss reserves.
Below investment grade insurance policies primarily included our first-lien RMBS and CDO exposures. Selected Portfolio Exposures MBIA Corp. insures RMBS backed by residential mortgage loans, including first-lien alternative A-paper and subprime mortgage loans directly through RMBS securitizations. As of December 31, 2024 and 2023, MBIA Corp. had $554 million and $596 million, respectively, of first-lien RMBS gross par outstanding.
Below investment grade insurance policies primarily consist of our first-lien RMBS exposures. Selected Portfolio Exposures MBIA Corp. insures RMBS backed by residential mortgage loans, including first-lien alternative A-paper and subprime mortgage loans directly through RMBS securitizations. As of December 31, 2025 and 2024, MBIA Corp. had $504 million and $554 million, respectively, of first-lien RMBS gross par outstanding.
As of December 31, 2024 and 2023, MBIA Corp. held cash and investments of $243 million and $323 million, respectively, of which $27 million and $41 million were cash and cash equivalents or liquid investments comprised of money market funds and municipal, U.S. Treasury and corporate bonds that were immediately available to MBIA Insurance Corporation.
As of December 31, 2025 and 2024, MBIA Corp. held cash and investments of $209 million and $243 million, respectively, of which $22 million and $27 million were cash and cash equivalents or liquid investments comprised of money market funds and municipal, U.S. Treasury and corporate bonds that were immediately available to MBIA Insurance Corporation.
Refer to “Note 6: Loss and Loss Adjustment Expense Reserves” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for further information on our loss reserves and recoveries, including critical accounting estimates used in the determination of these amounts.
Yields on U.S. Treasury offerings are used to discount loss reserves. Refer to “Note 6: Loss and Loss Adjustment Expense Reserves” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for further information on our loss reserves and recoveries, including critical accounting estimates used in the determination of these amounts.
Refer to the following “Liquidity and Capital Resources-Capital Resources” section for additional information on payments of dividends. We do not expect MBIA Inc. to receive dividends from MBIA Corp.
Refer to the following “Liquidity and Capital Resources-Capital Resources” section for additional information on payments of dividends. We do not expect MBIA Inc. to receive dividends from MBIA Corp. 42 Table of Contents Item 7.
For 2024 and 2023, National had statutory net loss of $133 million and $142 million, respectively. Refer to the “National — Claims - Paying Resources (Statutory Basis)” section below for additional information on National’s statutory capital.
For 2025 and 2024, National had statutory net income of $88 million and a statutory net loss of $133 million, respectively. Refer to the “National — Claims - Paying Resources (Statutory Basis)” section below for additional information on National’s statutory capital.
The following table presents our international and structured finance insurance segment results for the years ended December 31, 2024, 2023 and 2022: Years Ended December 31, Percent Change In millions 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 Net premiums earned $ 8 $ 10 $ 11 -20 % -9 % Net investment income 11 23 17 -52 % 35 % Net realized investment gains (losses) - (4 ) (1 ) -100 % n/m Net gains (losses) on financial instruments at fair value and foreign exchange (57 ) (12 ) (7 ) n/m 71 % Fees and reimbursements 9 7 14 29 % -50 % Other net realized gains (losses) (1 ) 3 7 -133 % -57 % Revenues of consolidated VIEs: Net gains (losses) on financial instruments at fair value and foreign exchange (23 ) (45 ) (14 ) -49 % n/m Other net realized gains (losses) (14 ) (25 ) 19 -44 % n/m Total revenues (67 ) (43 ) 46 56 % n/m Losses and loss adjustment (7 ) 7 (105 ) n/m -107 % Amortization of deferred acquisition costs 6 8 12 -25 % -33 % Operating 23 22 22 5 % - % Interest 159 158 127 1 % 24 % Expenses of consolidated VIEs: Operating 17 11 8 55 % 38 % Interest 1 1 3 - % -67 % Total expenses 199 207 67 -4 % n/m Income (loss) from continuing operations before income taxes $ (266 ) $ (250 ) $ (21 ) 6 % n/m _______________ n/m - Percent change not meaningful.
The following table presents our international and structured finance insurance segment results for the years ended December 31, 2025, 2024 and 2023: Years Ended December 31, Percent Change In millions 2025 2024 2023 2025 vs. 2024 2024 vs. 2023 Net premiums earned $ 7 $ 8 $ 10 -13 % -20 % Net investment income 11 11 23 - % -52 % Net realized investment gains (losses) - - (4 ) - % -100 % Net gains (losses) on financial instruments at fair value and foreign exchange (28 ) (57 ) (12 ) -51 % n/m Fees and reimbursements 7 9 7 -22 % 29 % Other net realized gains (losses) - (1 ) 3 -100 % -133 % Revenues of consolidated VIEs: Net gains (losses) on financial instruments at fair value and foreign exchange 3 (23 ) (45 ) -113 % -49 % Other net realized gains (losses) 7 (14 ) (25 ) -150 % -44 % Total revenues 7 (67 ) (43 ) -110 % 56 % Losses and loss adjustment 13 (7 ) 7 n/m n/m Amortization of deferred acquisition costs 6 6 8 - % -25 % Operating 19 23 22 -17 % 5 % Interest 150 159 158 -6 % 1 % Expenses of consolidated VIEs: Operating 12 17 11 -29 % 55 % Interest 1 1 1 - % - % Total expenses 201 199 207 1 % -4 % Income (loss) from continuing operations before income taxes $ (194 ) $ (266 ) $ (250 ) -27 % 6 % _______________ n/m - Percent change not meaningful.
Estimating these payments requires management to make estimates and assumptions regarding these obligations. The estimates and assumptions used by management are described below. Since these estimates and assumptions are subjective, actual payments in future periods may vary from those reported in the following table.
The estimates and assumptions used by management are described below. Since these estimates and assumptions are subjective, actual payments in future periods may vary from those reported in the following table.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) LIQUIDITY AND CAPITAL RESOURCES (continued) National – Statutory Capital and Surplus National had statutory capital of $912 million and $1.1 billion as of December 31, 2024 and 2023, respectively. As of December 31, 2024, National’s policyholders' surplus was $602 million.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) LIQUIDITY AND CAPITAL RESOURCES (continued) National – Statutory Capital and Surplus National had statutory capital of $937 million and $912 million as of December 31, 2025 and 2024, respectively. As of December 31, 2025, National’s policyholders' surplus was $656 million.
The insurance loss recoverable primarily relates to reimbursement rights arising from the payment of claims on MBIA Corp.’s policies insuring certain RMBS transactions. Such payments also entitle MBIA Corp. to exercise certain rights and remedies to seek recovery of its reimbursement entitlements.
(2) - Reported within "Other liabilities" on our consolidated balance sheets. The insurance loss recoverable primarily relates to reimbursement rights arising from the payment of claims on MBIA Corp.’s policies insuring certain RMBS transactions. Such payments also entitle MBIA Corp. to exercise certain rights and remedies to seek recovery of its reimbursement entitlements.
We monitor our cash and liquid asset resources using cash forecasting and stress-scenario testing. Members of MBIA’s senior management meet regularly to review liquidity metrics, discuss contingency plans and establish target liquidity levels. We evaluate and manage liquidity on a legal-entity basis to take into account the legal, regulatory and other limitations on available liquidity resources within the enterprise.
Members of MBIA’s senior management meet regularly to review liquidity metrics, discuss contingency plans and establish target liquidity levels. We evaluate and manage liquidity on a legal-entity basis to take into account the legal, regulatory and other limitations on available liquidity resources within the enterprise.
As of December 31, 2024 and 2023, National held cash and investments of $1.2 billion and $1.3 billion, respectively, of which $56 million and $75 million, respectively, were cash and cash equivalents or short-term investments comprised of highly rated commercial paper, money market funds and municipal, U.S. agency and corporate bonds.
As of December 31, 2025 and 2024, National held cash and investments of $1.2 billion, of which $184 million and $56 million, respectively, were cash and cash equivalents or short-term investments comprised of money market funds and municipal, U.S. agency and corporate bonds.
Also included in Level 3 are financial instruments that have significant unobservable inputs deemed significant to the instrument’s overall fair value. Level 3 assets represented approximately 5% and 7% of total assets measured at fair value on a recurring basis as of December 31, 2024 and 2023, respectively.
Also included in Level 3 are financial instruments that have significant unobservable inputs deemed significant to the instrument’s overall fair value. Level 3 assets at fair value as of December 31, 2025 and 2024, represented 5% of total assets measured at fair value.
Certain premiums may be eliminated in our consolidated financial statements as a result of the Company consolidating VIEs. Net premiums earned were primarily non-U.S. 37 Item 7.
Certain premiums may be eliminated in our consolidated financial statements as a result of the Company consolidating VIEs. Net premiums earned were primarily related to non-U.S. exposures. RESULTS OF OPERATIONS (continued) 37 Table of Contents Item 7.
Currently, a portion of the cash and securities held by MBIA Inc. is pledged against investment agreement liabilities, the Asset Swap (simultaneous repurchase and reverse repurchase agreement), which limits its ability to raise liquidity through asset sales of these securities.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) LIQUIDITY AND CAPITAL RESOURCES (continued) Currently, a portion of the cash and securities held by MBIA Inc. is pledged against investment agreement liabilities and the Asset Swap (simultaneous repurchase and reverse repurchase agreement), which limits its ability to raise liquidity through asset sales of these securities.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) LIQUIDITY AND CAPITAL RESOURCES (continued) MBIA Corp.’s CPR and components thereto, as of December 31, 2024 and 2023 are presented in the following table: As of December 31, As of December 31, In millions 2024 2023 Policyholders’ surplus $ 83 $ 147 Contingency reserves 5 5 Statutory capital 88 152 Unearned premiums 21 30 Present value of installment premiums (1) 20 26 Premium resources (2) 41 56 Net loss and LAE reserves (1) 57 27 Salvage reserves on paid claims (1) (3) 170 269 Gross loss and LAE reserves 227 296 Total claims-paying resources $ 356 $ 504 ________________ (1) - Calculated using a discount rate of 5.42% and 5.48% as of December 31, 2024 and 2023, respectively.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) LIQUIDITY AND CAPITAL RESOURCES (continued) MBIA Corp.’s CPR and components thereto, as of December 31, 2025 and 2024 are presented in the following table: As of December 31, As of December 31, In millions 2025 2024 Policyholders’ surplus $ 74 $ 83 Contingency reserves 5 5 Statutory capital 79 88 Unearned premiums 14 21 Present value of installment premiums (1) 15 20 Premium resources (2) 29 41 Net loss and LAE reserves (1) 61 57 Salvage reserves on paid claims (1) (3) 148 170 Gross loss and LAE reserves 209 227 Total claims-paying resources $ 317 $ 356 ________________ (1) - Calculated using a discount rate of 5.47% and 5.42% as of December 31, 2025 and 2024, respectively.
December 31, December 31, Percent In millions 2024 2023 Change Assets: Insurance loss recoverable $ 20 $ 31 -35 % Reinsurance recoverable on paid and unpaid losses (1) - 2 -100 % Liabilities: Loss and LAE reserves 227 243 -7 % Net reserve (salvage) $ 207 $ 210 -1 % _______________ (1) - Reported within "Other assets" on our consolidated balance sheets.
December 31, December 31, Percent In millions 2025 2024 Change Assets: Insurance loss recoverable $ 21 $ 20 5 % Reinsurance recoverable on paid and unpaid losses (1) 1 - 100 % Liabilities: Loss and LAE reserves 235 227 4 % Insurance loss recoverable - ceded (2) 1 - 100 % Net reserve (salvage) $ 214 $ 207 3 % _______________ (1) - Reported within "Other assets" on our consolidated balance sheets.
As of December 31, 2024, MBIA Insurance Corporation’s policyholders’ surplus was $83 million. For 2024 and 2023, MBIA Insurance Corporation had statutory net losses of $64 million and $28 million, respectively. Refer to the “MBIA Insurance Corporation — Claims - Paying Resources (Statutory Basis)” section below for additional information on MBIA Insurance Corporation’s statutory capital.
For 2025 and 2024, MBIA Insurance Corporation had statutory net losses of $26 million and $64 million, respectively. Refer to the “MBIA Insurance Corporation — Claims - Paying Resources (Statutory Basis)” section below for additional information on MBIA Insurance Corporation’s statutory capital.
We have provided CPR to allow investors and analysts to evaluate MBIA Corp., using the same measure that MBIA’s management uses to evaluate MBIA Corp.’s resources to pay claims under its insurance policies. There is no directly comparable GAAP measure. Our calculation of CPR may differ from the calculation of CPR reported by other companies. 47 Item 7.
We have provided CPR to allow investors and analysts to evaluate MBIA Corp., using the same measure that MBIA’s management uses to evaluate MBIA Corp.’s resources to pay claims under its insurance policies. There is no directly comparable GAAP measure.
National’s CPR and components thereto, as of December 31, 2024 and 2023 are presented in the following table: As of December 31, As of December 31, In millions 2024 2023 Policyholders' surplus $ 602 $ 763 Contingency reserves 310 354 Statutory capital 912 1,117 Unearned premiums 208 237 Present value of installment premiums (1) 95 101 Premium resources (2) 303 338 Net loss and LAE reserves (1) 130 75 Salvage reserves on paid claims (1) 162 151 Gross loss and LAE reserves 292 226 Total claims-paying resources $ 1,507 $ 1,681 ________________ (1) - Calculated using a discount rate of 4.78% and 4.67% as of December 31, 2024 and 2023, respectively.
National’s CPR and components thereto, as of December 31, 2025 and 2024 are presented in the following table: As of December 31, As of December 31, In millions 2025 2024 Policyholders' surplus $ 656 $ 602 Contingency reserves 281 310 Statutory capital 937 912 Unearned premiums 184 208 Present value of installment premiums (1) 91 95 Premium resources (2) 275 303 Net loss and LAE reserves (1) 191 130 Salvage reserves on paid claims (1) 20 162 Gross loss and LAE reserves 211 292 Total claims-paying resources $ 1,423 $ 1,507 ________________ (1) - Calculated using a discount rate of 4.72% and 4.78% as of December 31, 2025 and 2024, respectively.
As of December 31, 2024, Insured Investments at fair value represented $137 million or 8% of consolidated investments, of which $128 million or 8% of consolidated investments were Company-Insured Investments.
As of December 31, 2025, Insured Investments at fair value represented $146 million or 9% of consolidated investments, of which $136 million or 8% of consolidated investments were Company-Insured Investments.
Insured Investments are diverse by sector, issuer and size of holding. The third-party portfolio manager assigns underlying ratings to Insured Investments without giving effect to financial guarantees based on underlying ratings assigned by Moody’s, or S&P when a rating is not published by Moody’s.
The third-party portfolio manager assigns underlying ratings to Insured Investments without giving effect to financial guarantees based on underlying ratings assigned by Moody’s, or S&P when a rating is not published by Moody’s. When a Moody’s or S&P underlying rating is not available, the underlying rating is based on the portfolio manager’s best estimate of the rating of such investment.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) LIQUIDITY AND CAPITAL RESOURCES (continued) The primary uses of cash by National are: • loss and LAE payments on insured transactions; • payments of dividends; • payments of operating expenses; • investment portfolio asset purchases; and • funding share repurchases.
The primary uses of cash by National are: • loss and LAE payments on insured transactions; • payments of dividends; • payments of operating expenses; • investment portfolio asset purchases; and • funding share repurchases.
Level 3 liabilities represented approximately 99% of total liabilities measured at fair value on a recurring basis as of December 31, 2024 and 2023.
Level 3 liabilities at fair value as of December 31, 2025 and 2024, represented approximately 100% and 99%, respectively, of total liabilities measured at fair value.
Insurance Statutory Capital National and MBIA Insurance Corporation are incorporated and licensed in, and are subject to primary insurance regulation and supervision by the NYSDFS. MBIA Mexico is regulated by the Comisión Nacional de Seguros y Fianzas in Mexico. We have commenced the process of dissolving MBIA Mexico under Mexican law.
Insurance Statutory Capital National and MBIA Insurance Corporation are incorporated and licensed in and are subject to primary insurance regulation and supervision by the NYSDFS. MBIA Mexico was regulated by the Comisión Nacional de Seguros y Fianzas in Mexico and was dissolved during 2025.
As of December 31, 2024 and 2023, the liquidity positions of MBIA Inc. were $380 million and $411 million, respectively, and included cash and cash equivalents and other investments comprised of highly rated commercial paper and U.S. government and asset-backed bonds. 42 Item 7.
As of December 31, 2025 and 2024, the liquidity positions of MBIA Inc. were $357 million and $380 million, respectively, and included cash and cash equivalents and other investments comprised of money market funds and U.S. government and asset-backed bonds.
NET GAINS (LOSSES) ON FINANCIAL INSTRUMENTS AT FAIR VALUE AND FOREIGN EXCHANGE The net losses for 2024 were primarily due to fair value losses on investments for which the fair value option was elected.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) NET GAINS (LOSSES) ON FINANCIAL INSTRUMENTS AT FAIR VALUE AND FOREIGN EXCHANGE The net losses for 2025 and 2024 were primarily due to fair value losses of $20 million and $56 million, respectively, on investments for which the fair value option was elected.
This decrease was partially offset by an increase in SOFR, which increased reserves on floating rate liabilities, and accretion, primarily on our insured RMBS transactions.
This benefit was partially offset by accretion of reserves and an increase in the secured overnight financing rate ("SOFR"), which increased loss reserves on insured RMBS floating rate liabilities.
Due Within In millions Total 1 Year U.S. public finance insurance segment: Gross insurance claim obligations (1) $ 774 $ 131 Lease liability 7 7 Corporate segment: Long-term debt 336 63 Investment agreements 256 41 Medium-term notes 629 4 International and structured finance insurance segment: Gross insurance claim obligations (1) 425 24 Surplus notes 3,685 1,643 Total $ 6,112 $ 1,913 ________________ (1) - Amounts exclude any recoveries the Company expects to receive related to these estimated payments or to prior paid claims.
Due Within In millions Total 1 Year U.S. public finance insurance segment: Gross insurance claim obligations (1) $ 673 $ 84 Lease liability 2 - Corporate segment: Long-term debt 275 15 Investment agreements 216 63 Medium-term notes 640 4 International and structured finance insurance segment: Gross insurance claim obligations (1) 399 16 Surplus notes 3,636 1,790 Total $ 5,841 $ 1,972 ________________ (1) - Amounts exclude any recoveries the Company expects to receive related to these estimated payments or to prior paid claims.
The U.S. public finance insurance segment’s financial guarantee contracts generally cannot be accelerated by a party other than the insurer which helps to mitigate liquidity risk in this segment. As of December 31, 2024, National has a stand-alone NOL carryforward of $592 million.
The U.S. public finance insurance segment’s financial guarantee contracts generally cannot be accelerated by a party other than the insurer which helps to mitigate liquidity risk in this segment. 41 Table of Contents Item 7.
Investments of VIEs support the repayment of VIE obligations and are not available to settle obligations of MBIA. Fixed-maturity securities purchased by the Company are generally designated as AFS. Our AFS investments comprise high-quality fixed-income securities and short-term investments. The credit quality distribution of the Company’s AFS fixed-maturity investment portfolios, excluding short-term investments, are primarily based on ratings from Moody’s.
Our AFS investments comprise high-quality fixed-income securities and short-term investments. The credit quality distribution of the Company’s AFS fixed-maturity investment portfolios, excluding short-term investments, are primarily based on ratings from Moody’s.
For 2024 and 2023, net losses of consolidated VIE revenues included the reclassification of $28 million and $45 million, respectively, of credit risk losses from AOCI to net income (loss). In addition, 2023 included a loss of $7 million from the deconsolidation of a VIE.
Consolidated VIE losses for 2024 were primarily due to the early redemptions of VIE liabilities and the deconsolidation of a VIE, and included the reclassification of $28 million of credit risk losses from AOCI to net income (loss).
Advances by National cannot exceed 3% of its net admitted assets as of the last quarter end. As of December 31, 2024 and 2023, there were no amounts drawn under the agreement. Contractual Obligations The following table summarizes the Company’s future estimated cash payments relating to contractual obligations as of December 31, 2024.
Advances by National cannot exceed 3% of its statutory net admitted assets as of the last quarter end. As of December 31, 2025 and 2024, there were no amounts drawn under the agreement. 43 Table of Contents Item 7.
To mitigate these risks, we seek to maintain cash and liquidity resources that we believe will be sufficient to make all payments due on our obligations and to meet other financial requirements, such as posting collateral. Contingent liquidity resources include sales of invested assets exposed to credit spread stress risk, which may occur at losses, and accessing the capital markets.
To mitigate these risks, we seek to maintain cash and liquidity resources that we believe will be sufficient to make all payments due on our obligations and to meet other financial requirements, such as posting collateral.
Refer to “Note 12: Insurance in Force” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for a further discussion about reinsurance agreements. LIQUIDITY AND CAPITAL RESOURCES Liquidity We use a liquidity risk management framework, the primary objective of which is to match liquidity resources to needs.
Refer to “Note 12: Insurance in Force” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for a further discussion about reinsurance agreements. 39 Table of Contents Item 7.
Principal and interest on callable obligations or obligations that allow investors to withdraw funds prior to legal maturity are based on the expected call or withdrawal dates of such obligations. Liabilities denominated in foreign currencies are presented in U.S. dollars using applicable exchange rates as of December 31, 2024.
Interest payments on floating rate obligations are estimated using applicable forward rates. Principal and interest on callable obligations or obligations that allow investors to withdraw funds prior to legal maturity are based on the expected call or withdrawal dates of such obligations.
In addition, in 2023, National paid a $550 million special dividend that was approved by the NYSDFS to its ultimate parent, MBIA Inc. Based on our projections of National’s and MBIA Corp.’s future earnings and losses, we expect that for the foreseeable future National will be the primary source of payments to MBIA Inc.
During 2025 and 2024, National declared and paid as-of-right dividends of $63 million and $69 million, respectively, to its ultimate parent, MBIA Inc. Based on our projections of National’s and MBIA Corp.’s future earnings and losses, we expect that for the foreseeable future National will be the primary source of payments of annual dividends to MBIA Inc.
(2) - Includes financial guarantee and insured derivative related premiums. 46 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) LIQUIDITY AND CAPITAL RESOURCES (continued) MBIA Insurance Corporation – Statutory Capital and Surplus MBIA Insurance Corporation had statutory capital of $88 million and $152 million as of December 31, 2024 and 2023, respectively.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) LIQUIDITY AND CAPITAL RESOURCES (continued) MBIA Insurance Corporation – Statutory Capital and Surplus MBIA Insurance Corporation had statutory capital of $79 million and $88 million as of December 31, 2025 and 2024, respectively. As of December 31, 2025, MBIA Insurance Corporation’s policyholders’ surplus was $74 million.
These amounts include the gross par outstanding related to transactions that the Company consolidates under accounting guidance for VIEs and includes international exposure of $36 million and $39 million, as of December 31, 2024 and 2023, respectively. During 2024, MBIA Corp. terminated all of its remaining ABS CDO exposure.
These amounts include the gross par outstanding related to transactions that the Company consolidates under accounting guidance for VIEs and includes international exposure of $28 million and $36 million, as of December 31, 2025 and 2024, respectively. We may experience considerable incurred losses in these sectors.
Insured Investments MBIA’s consolidated investment portfolio includes investments that are insured by various financial guarantee insurers (“Insured Investments”), including investments insured by National and MBIA Corp. (“Company-Insured Investments”). When purchasing Insured Investments, the Company’s third-party portfolio manager independently assesses the underlying credit quality, structure and liquidity of each investment, in addition to the creditworthiness of the insurer.
When purchasing Insured Investments, the Company’s third-party portfolio manager independently assesses the underlying credit quality, structure and liquidity of each investment, in addition to the creditworthiness of the insurer. Insured Investments are diverse by sector, issuer and size of holding.
In order to monitor liquidity risk and maintain appropriate liquidity resources, we use the same methodology as we use to monitor credit quality and losses within our insured portfolio, including stress scenarios. 43 Item 7.
In order to monitor liquidity risk and maintain appropriate liquidity resources, we use the same methodology as we use to monitor credit quality and losses within our insured portfolio, including stress scenarios. Advances Agreement MBIA Inc., National, MBIA Insurance Corporation and certain other affiliates are party to an intercompany advances agreement (the “MBIA Advances Agreement”).
As a result of the consolidation of VIEs, loss and LAE excludes losses and LAE of $21 million and a losses and LAE benefit of $30 million for 2024 and 2023, respectively, as VIE losses and LAE activity is eliminated in consolidation.
As a result of the consolidation of VIEs, losses and LAE excludes a benefit of $3 million and an expense of $21 million for 2025 and 2024, respectively, as VIE losses and LAE activity is eliminated in consolidation. The following table presents MBIA Corp.'s insurance loss recoverable and loss and LAE reserves as of December 31, 2025 and 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) RESULTS OF OPERATIONS (continued) Effective in the first quarter of 2022, MBIA Corp. was granted a permitted practice by the NYSDFS related to the purchase of certain MBIA Corp.-insured securities with gross case base loss reserves (“Remediation Securities”).
Effective in the first quarter of 2022, MBIA Corp. was granted a permitted practice by the New York State Department of Financial Services ("NYSDFS") related to the purchase of certain MBIA Corp.-insured securities with gross case base loss reserves (“Remediation Securities”). The Remediation Securities were being acquired with the intent to terminate or commute the related insurance policies.
The Remediation Securities are being acquired with the intent to terminate or commute the related insurance policies. MBIA Corp. may elect to sell the Remediation Securities to facilitate a termination or commutation. U.S. Public Finance and International and Structured Finance Reinsurance Reinsurance enables the Company to cede exposure for purposes of syndicating risk.
MBIA Corp. may elect to sell the Remediation Securities to facilitate a termination or commutation. As of December 31, 2025 and 2024, MBIA Corp. did not hold any securities under this permitted practice. U.S. Public Finance and International and Structured Finance Reinsurance Reinsurance enables the Company to cede exposure for purposes of syndicating risk.
Refer to “Note 9: Debt” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for information about MBIA Inc.’s debt obligations.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) LIQUIDITY AND CAPITAL RESOURCES (continued) All other principal payments are based on contractual maturity dates. Refer to “Note 9: Debt” in the Notes to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for information about MBIA Inc.’s debt obligations.
We did not defer a material amount of policy acquisition costs during 2024 or 2023 as no new business was written. Policy acquisition costs in these periods were primarily related to ceding commissions and premium taxes on installment policies written in prior periods. INTEREST EXPENSE Interest expense relates to MBIA Corp.’s surplus notes that are indexed to 3-month SOFR.
AMORTIZATION OF DEFERRED ACQUISITION COSTS We did not defer a material amount of policy acquisition costs during 2025 or 2024 as we did not write any new insurance business in those years. Acquisition costs in the periods presented were primarily related to ceding commissions and premium taxes on installment policies written in prior periods.
Obligations of these VIEs are collateralized by assets held by the VIEs, and investors in such obligations do not have recourse to the general credit of MBIA. As of December 31, 2024, VIE notes issued by issuer-sponsored consolidated VIEs totaled $31 million and are not considered contractual obligations of MBIA beyond MBIA’s insurance claim obligation.
Obligations of these VIEs are collateralized by assets held by the VIEs, and investors in such obligations do not have recourse to the general credit of MBIA.
If National becomes profitable, it is not expected to make any tax payments under our tax sharing agreement until it fully utilizes the available stand-alone NOL.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (continued) LIQUIDITY AND CAPITAL RESOURCES (continued) As of December 31, 2025, National had a stand-alone NOL carryforward of $524 million. If National becomes profitable, it is not expected to make any tax payments under our tax sharing agreement until it fully utilizes the available stand-alone NOL.
These actions, if taken, are expected to result in either additional liquidity or reduced exposure to adverse credit spread movements. There can be no assurance that these actions will be sufficient to fully mitigate this risk. MBIA Corp.
There can be no assurance that these actions will be sufficient to fully mitigate this risk. MBIA Corp.
Investing activities Net cash provided by investing activities decreased for 2024 compared with 2023 primarily due to higher net proceeds from the sales of investments in 2023 related to generating liquidity to pay the extraordinary dividend and to pay claims.
Investing activities The change in net cash of investing activities for 2025 compared with 2024 was primarily due to an increase in purchases of investments in 2025 and higher net proceeds from sales of investments in 2024 to generate liquidity to fund debt payments.
However, there can be no assurance whether or when the NYSDFS will approve such requests and, if the NYSDFS does approve such dividends, in what amounts. On December 7, 2023, the Company's Board of Directors declared an extraordinary cash dividend on MBIA’s common stock of $8.00 per share.
However, there can be no assurance whether or when the NYSDFS will approve such requests and, if the NYSDFS does approve such special dividends, in what amounts.
CRITICAL ACCOUNTING ESTIMATES We prepare our consolidated financial statements in accordance with GAAP, which requires the use of estimates and assumptions.
(2) - Includes financial guarantee and insured derivative related premiums. (3) - This amount primarily consists of expected recoveries related to the payment of claims on insured CDOs and RMBS. CRITICAL ACCOUNTING ESTIMATES We prepare our consolidated financial statements in accordance with GAAP, which requires the use of estimates and assumptions.
The NYSDFS has cited both MBIA Insurance Corporation’s liquidity and financial condition, as well as the availability of “free and divisible surplus” as the basis for such non-approvals. As of January 15, 2025, the most recent scheduled interest payment date, there was $1.6 billion of unpaid interest on the par amount outstanding of $953 million of the Surplus Notes.
As of January 15, 2026, the most recent scheduled interest payment date, there was $1.7 billion of unpaid interest on the par amount outstanding of $953 million of the Surplus Notes.
EXPENSES OF CONSOLIDATED VIEs The increase in expenses of consolidated VIEs for 2024 compared with 2023 was primarily due to an increase in legal expenses related to a consolidated VIE.
Refer to the following “Liquidity and Capital Resources” section for more information about MBIA Corp.’s surplus notes. EXPENSES OF CONSOLIDATED VIEs The decrease in expenses of consolidated VIEs for 2025 compared with 2024 was primarily due to a decrease in legal expenses related to a consolidated VIE.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe following table presents the estimated pre-tax change in fair value of the Company’s financial instruments as of December 31, 2024 from instantaneous shifts in interest rates: Change in Interest Rates 300 Basis 200 Basis 100 Basis 100 Basis 200 Basis 300 Basis Point Point Point Point Point Point In millions Decrease Decrease Decrease Increase Increase Increase Estimated change in fair value $ 173 $ 106 $ 46 $ (37 ) $ (68 ) $ (93 ) FOREIGN EXCHANGE RATE SENSITIVITY The Company is exposed to foreign exchange rate risk in respect of liabilities denominated in currencies other than U.S. dollars.
Biggest changeThe following table presents the estimated pre-tax change in fair value of the Company’s financial instruments as of December 31, 2025 from instantaneous shifts in interest rates: Change in Interest Rates 300 Basis 200 Basis 100 Basis 100 Basis 200 Basis 300 Basis Point Point Point Point Point Point In millions Decrease Decrease Decrease Increase Increase Increase Estimated change in fair value $ 177 $ 111 $ 52 $ (45 ) $ (82 ) $ (114 ) FOREIGN EXCHANGE RATE SENSITIVITY The Company is exposed to foreign exchange rate risk in respect of liabilities denominated in currencies other than U.S. dollars.
The Company’s investments are primarily U.S. dollar-denominated fixed-income securities including municipal bonds, U.S. government bonds, corporate bonds, MBS and asset-backed securities. In periods of rising and/or volatile interest rates, foreign exchange rates and credit spreads, profitability could be adversely affected should the Company have to liquidate these securities.
The Company’s investments are primarily U.S. dollar-denominated fixed-income securities including municipal bonds, U.S. government bonds, corporate bonds, mortgage-backed and asset-backed securities. In periods of rising and/or volatile interest rates, foreign exchange rates and credit spreads, profitability could be adversely affected should the Company have to liquidate these securities.
The following table presents the estimated pre-tax change in fair value of the Company’s financial instruments as of December 31, 2024 from instantaneous shifts in credit spread curves. It was assumed that all credit spreads move by the same amount. It is more likely that the actual changes in credit spreads will vary by security.
The following table presents the estimated pre-tax change in fair value of the Company’s financial instruments as of December 31, 2025 from instantaneous shifts in credit spread curves. It was assumed that all credit spreads move by the same amount. It is more likely that the actual changes in credit spreads will vary by security.
The following table presents the estimated pre-tax change in fair value of the Company’s financial instruments as of December 31, 2024 from instantaneous shifts in foreign exchange rates: Change in Foreign Exchange Rates Dollar Weakens Dollar Strengthens In millions 20% 10% 10% 20% Estimated change in fair value $ (14 ) $ (7 ) $ 7 $ 14 CREDIT SPREAD SENSITIVITY Credit spread sensitivity can be estimated by projecting a hypothetical instantaneous increase or decrease in credit spreads.
The following table presents the estimated pre-tax change in fair value of the Company’s financial instruments as of December 31, 2025 from instantaneous shifts in foreign exchange rates: Change in Foreign Exchange Rates Dollar Weakens Dollar Strengthens In millions 20% 10% 10% 20% Estimated change in fair value $ (19 ) $ (10 ) $ 10 $ 19 CREDIT SPREAD SENSITIVITY Credit spread sensitivity can be estimated by projecting a hypothetical instantaneous increase or decrease in credit spreads.
The changes in fair value reflect partially offsetting effects as the value of the investment portfolios generally changes in an opposite direction from the liability portfolio: Change in Credit Spreads 50 Basis 50 Basis 200 Basis Point Point Point In millions Decrease Increase Increase Estimated change in fair value $ 29 $ (36 ) $ (101 ) 50
The changes in fair value reflect partially offsetting effects as the value of the investment portfolios generally changes in an opposite direction from the liability portfolio: Change in Credit Spreads 50 Basis 50 Basis 200 Basis Point Point Point In millions Decrease Increase Increase Estimated change in fair value $ 25 $ (33 ) $ (89 ) 50 Table of Contents

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