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What changed in GREENLIGHT CAPITAL RE, LTD.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GREENLIGHT CAPITAL RE, LTD.'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.

+391 added−366 removedSource: 10-K (2026-03-09) vs 10-K (2025-03-10)

Top changes in GREENLIGHT CAPITAL RE, LTD.'s 2025 10-K

391 paragraphs added · 366 removed · 303 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

98 edited+21 added−14 removed139 unchanged
Biggest changeThe following table presents the gross premiums written for our reportable segments for the most recent three years: 2024 2023 2022 Open Market 603,798 86.5 % 504,435 79.2 % 452,541 80.4 % Innovations 94,725 13.6 % 88,601 13.9 % 50,736 9.0 % Total Segments $ 698,523 100.0 % $ 593,036 93.1 % $ 503,277 89.4 % Corporate (1) (188) — % 43,773 6.9 % 59,894 10.6 % Total consolidated gross premiums written $ 698,335 100.0 % $ 636,809 100.0 % $ 563,171 100.0 % (1) Corporate includes gross premiums written from Innovations’ related property runoff business. 7 Return to table of contents Open Market Segment Our Open Market segment is led by our Group CUO, with approximately 25 years of P&C reinsurance experience.
Biggest changeThe following table presents the gross premiums written for the most recent three years: Year ended December 31, 2025 2024 2023 Open Market $ 652,229 84.3 % $ 603,798 86.5 % $ 504,435 79.2 % Innovations 121,598 15.7 % 94,725 13.6 % 88,602 13.9 % Total Segments 773,827 100.1 % 698,523 100.0 % 593,037 93.1 % Corporate (1) (566) (0.1) % (188) — % 43,773 6.9 % Total consolidated gross premiums written $ 773,261 100.0 % $ 698,335 100.0 % $ 636,810 100.0 % (1) Corporate includes gross premiums written from Innovations’ related property runoff business.
Further, the size and diversification of our underwriting portfolio will vary based on our perception of the opportunities available in each line of business at each point in time. As our focus on certain lines fluctuates based on market conditions, we may only offer or underwrite a limited number of lines in any given period.
Further, the size and diversification of our underwriting portfolio will vary based on our perception of the opportunities available in each line of business at any given point in time. As our focus on certain lines fluctuates based on market conditions, we may only offer or underwrite a limited number of lines in any given period.
In some cases, we may not invest capital in the strategic partner but rather provide reinsurance capacity. We also work closely with our strategic partners who wish to attain Lloyd’s coverholder status, which allows them to conduct business with our Syndicate 3456.
In some cases, we may not invest capital in the strategic partner but rather provide reinsurance capacity. We also work closely with our strategic partners who wish to attain Lloyd’s coverholder status, which allows them to conduct business with Syndicate 3456.
Greenlight Re and Viridis Re are required to comply with the following principal requirements under the Act: 13 Return to table of contents • to maintain capital and a margin of solvency in accordance with the capital and solvency requirements prescribed by the Act; • to carry on its business in accordance with its business plan and the laws of the Cayman Islands, including the regulatory laws, regulations, rules, and statements of guidance, where applicable; • to maintain a minimum of at least two directors and to seek the prior approval of CIMA in respect of the appointment of directors and officers and to provide CIMA with information in connection therewith and notification of any changes thereto; • to have a place of business in the Cayman Islands and to maintain such resources, including staff and facilities, books and records as CIMA considers appropriate, having regard for the nature and scale of the business of Greenlight Re; • to submit to CIMA an annual return in the prescribed form together with: ◦ financial statements prepared in accordance with internationally recognized accounting standards, audited by an independent auditor approved by CIMA; ◦ an actuarial valuation of its assets and liabilities, certified by an actuary approved by CIMA; ◦ certification of solvency prepared by a person approved by CIMA in accordance with the prescribed requirements; ◦ confirmation that the information contained in its license application, as modified by any subsequent changes, remains correct and up to date; ◦ such other information as may be prescribed by CIMA; and • to pay an annual license fee.
Greenlight Re and Viridis Re are required to comply with the following principal requirements under the Act: • to maintain capital and a margin of solvency in accordance with the capital and solvency requirements prescribed by the Act; 13 Return to table of contents • to carry on its business in accordance with its business plan and the laws of the Cayman Islands, including the regulatory laws, regulations, rules, and statements of guidance, where applicable; • to maintain a minimum of at least two directors and to seek the prior approval of CIMA in respect of the appointment of directors and officers and to provide CIMA with information in connection therewith and notification of any changes thereto; • to have a place of business in the Cayman Islands and to maintain such resources, including staff and facilities, books and records as CIMA considers appropriate, having regard for the nature and scale of the business of Greenlight Re; • to submit to CIMA an annual return in the prescribed form together with: ◦ financial statements prepared in accordance with internationally recognized accounting standards, audited by an independent auditor approved by CIMA; ◦ an actuarial valuation of its assets and liabilities, certified by an actuary approved by CIMA; ◦ certification of solvency prepared by a person approved by CIMA in accordance with the prescribed requirements; ◦ confirmation that the information contained in its license application, as modified by any subsequent changes, remains correct and up to date; ◦ such other information as may be prescribed by CIMA; and • to pay an annual license fee.
Additionally, we disclosed Non-GAAP financial measures in this Form 10-K. Refer to “Part II, Item 7, Management Discussion and Analysis - Key Financial Measures and N on-GAAP Measures ” for further details. Company Overview Established in 2004, we are a global specialty property and casualty (“P&C”) reinsurer headquartered in the Cayman Islands and listed on NASDAQ (ticker: GLRE).
Additionally, we disclosed Non-GAAP financial measures in this Form 10-K. Refer to “Part II, Item 7, Management Discussion and Analysis - Key Financial Measures and Non-GAAP Measures ” for further details. Company Overview Established in 2004, we are a global specialty property and casualty (“P&C”) reinsurer headquartered in the Cayman Islands and listed on NASDAQ (ticker: GLRE).
Risk Factors — Risks Relating to Our Business — If our losses and LAE greatly exceed our loss reserves, our financial condition may be materially and adversely affected. ” Collateral Arrangements and Letter of Credit Facilities We are licensed and admitted as a reinsurer only in the Cayman Islands and the European Economic Area (the “EEA”).
Risk Factors — Risks Relating to Our Business — If our losses and LAE greatly exceed our loss reserves, our financial condition may be materially and adversely affected. ” Collateral Arrangements and Letter of Credit Facilities We are primarily licensed and admitted as a reinsurer only in the Cayman Islands and the European Economic Area (the “EEA”).
We have implemented an employee training and development policy to encourage our employees to take advantage of training and development opportunities. We also invest in the professional growth of our leaders through customized executive coaching to build advanced skills and capabilities. Compensation Practices We have designed our performance-driven compensation policy to attract, motivate, reward and retain the best people.
We have implemented an employee training and development policy to encourage our employees to take advantage of training and development opportunities. We also invest in the professional growth of our leaders through customized executive training to build advanced skills and capabilities. Compensation Practices We have designed our performance-driven compensation policy to attract, motivate, reward and retain the best people.
Claims above the claims manager’s authority are referred to the General Counsel, Chief Financial Officer (“CFO”), CEO, Chief Actuary or Group CUO together with the claims officer’s recommendations, for secondary approval. We believe that this process ensures that we pay claims in accordance with each contract's terms and conditions.
Claims above the claims manager’s authority are referred to the General Counsel, Chief Financial Officer (“CFO”), CEO, Chief Actuary, Chief Operating Officer or Group CUO together with the claims officer’s recommendations, for secondary approval. We believe that this process ensures that we pay claims in accordance with each contract's terms and conditions.
Further, in late 2023, we incorporated Viridis Re as an exempted segregated portfolio company (“SPC”) in the Cayman Islands. Through segregated portfolios of Viridis Re, we offer a turn-key “captive-as-a-service” alternative for current and future strategic partners, which we believe provides a more cost-effective insurance and reinsurance solution, quicker “go to market” alternative, and shared risk taking and resources opportunities.
Furthermore, in late 2023, we incorporated Viridis Re as an exempted segregated portfolio company (“SPC”) in the Cayman Islands. Through segregated portfolios of Viridis Re, we offer a turn-key “captive-as-a-service” alternative for current and future strategic partners, which we believe provides a more cost-effective insurance and reinsurance solution, quicker “go to market” alternative, and shared risk taking and resources opportunities.
For further information about our total investments and investment income, refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition ” and “Note 3 - Investments in Related Party Investments Fund and Note 4 - Other Investments ” of the consolidated financial statements.
For further information about our total investments and related investment income, refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition ” and “Note 3 - Investments in Related Party Investments Fund and Note 5 - Other Investments ” of the consolidated financial statements.
Investment returns, net of all fees and expenses, by quarter for the last five years are as follows: (1) Quarter 2024 2023 2022 2021 2020 1st 5.2 % (1.1) % 1.7 % 1.5 % (8.1)% 2nd 1.2 10.9 4.9 (0.9) 0.3 3rd 5.2 (0.6) 3.6 (2.7) 1.4 4th (1.9) 0.3 13.4 9.9 8.4 Full Year 9.8 % 9.4 % 25.3 % 7.5 % 1.4 % (1) Investment returns are calculated monthly and compounded to calculate the quarterly and annual returns generated by our Investment Portfolio.
Investment returns, net of all fees and expenses, by quarter for the last five years are as follows: Quarter 2025 2024 2023 2022 2021 1st 7.2 % 5.2 % (1.1) % 1.7 % 1.5% 2nd (4.0) 1.2 10.9 4.9 (0.9) 3rd (3.2) 5.2 (0.6) 3.6 (2.7) 4th 7.9 (1.9) 0.3 13.4 9.9 Full Year 7.5 % 9.8 % 9.4 % 25.3 % 7.5 % The above investment returns are calculated monthly and compounded to calculate the quarterly and annual returns generated by our Investment Portfolio.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” See Note 7 “ Loss and Loss Adjustment Expense Reserves ” of the consolidated financial statements for a reconciliation of claims reserves, loss development tables by accident year, and explanations of significant prior period loss development movements.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” See Note 8 “ Loss and Loss Adjustment Expense Reserves ” of the consolidated financial statements for a reconciliation of claims reserves, loss development tables by accident year, and explanations of significant prior period loss development movements.
Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition ” for a summary of our catastrophe loss exposure in terms of our probable maximum loss (“PML”), net of retrocession and reinstatement premiums, as at January 1, 2025.
Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition ” for a summary of our catastrophe loss exposure in terms of our probable maximum loss (“PML”), net of retrocession and reinstatement premiums, as at January 1, 2026.
Note 17 “ Segment Reporting ” to the consolidated financial statements for further details on our reportable segments and a breakdown of our gross premiums written by geographic area of risks insured.
Note 18 “ Segment Reporting ” to the consolidated financial statements for further details on our reportable segments and a breakdown of our gross premiums written by geographic area of risks insured.
Generally, they include Arch Capital, AXIS Capital, Everest Re, Hamilton Re, Hannover Re, RenaissanceRe, SiriusPoint, and smaller companies, other niche reinsurers, alternative risk providers (such as captives, catastrophe bonds and other forms of insurance linked securities), and Lloyd’s syndicates and their related entities.
Generally, they include Arch Capital, Sampo Re, AXIS Capital, Conduit, Everest Re, Fidelis, Hamilton Re, Hannover Re, RenaissanceRe, SiriusPoint, and smaller companies, other niche reinsurers, alternative risk providers (such as captives, catastrophe bonds and other forms of insurance linked securities), and Lloyd’s syndicates and their related entities.
Deposit assets and liabilities Assets (or liabilities) representing the consideration paid (or received) in connection with contracts that do not incorporate sufficient risk transfer to merit reinsurance accounting. Development The difference between the amount of reserves for losses and loss adjustment expenses initially estimated by an insurer or reinsurer and the amount re-estimated in an evaluation at a later date.
Deposit assets and liabilities Assets (or liabilities) representing the consideration paid (or received) in connection with contracts that do not incorporate sufficient risk transfer to merit reinsurance accounting. 22 Return to table of contents Development The difference between the amount of reserves for losses and loss adjustment expenses initially estimated by an insurer or reinsurer and the amount re-estimated in an evaluation at a later date.
At December 31, 2024, the aggregate amount due from reinsurers from retrocessional coverages represented 10.0% (2023: 3.9%) of our gross loss reserves. For further details, please see Note 8 “ Retrocession ” to the consolidated financial statements. Claims Management Our claims management process begins upon receiving claims notifications from our clients or third-party administrators.
At December 31, 2025, the aggregate amount due from reinsurers from retrocessional coverages represented 8.4% (2024: 10.0%) of our gross loss reserves. For further details, please see Note 9 “ Retrocession ” to the consolidated financial statements. Claims Management Our claims management process begins upon receiving claims notifications from our clients or third-party administrators.
Solvency II and the Delegated Acts and Guidelines set out classification and eligibility requirements, including the characteristics that capital, including any capital contribution, must display to qualify as regulatory capital. GRIL is also required to comply with the European Union (Insurance Distribution) Regulations 2018 (the "2018 Regulations"), which apply to distributors of insurance and reinsurance products (including insurers and reinsurers).
Solvency II and the Delegated Acts and Guidelines set out classification and eligibility requirements, including the characteristics that capital, including any capital contribution, must display to qualify as regulatory capital. 15 Return to table of contents GRIL is also required to comply with the European Union (Insurance Distribution) Regulations 2018 (the "2018 Regulations"), which apply to distributors of insurance and reinsurance products (including insurers and reinsurers).
Best assessed our Enterprise Risk Management (“ERM”) practices as appropriate for the Company’s business complexity and overall risk profile. A.M. Best periodically reviews the financial positions of our operating subsidiaries and therefore our rating may be subsequently revised or revoked by the agency. The failure to maintain our current “A-” A.M.
Best assessed our Enterprise Risk Management (“ERM”) practices as appropriate for the Company’s business complexity and overall risk profile. A.M. Best periodically reviews the financial positions of our operating subsidiaries and therefore our rating may be subsequently revised or revoked by the agency. The failure to maintain at least an “A-” A.M.
We closely monitor our accumulations of exposure and frequently review our investment and underwriting portfolios to assess the impact on capital under stressed scenarios. With the assistance of DME Advisors, we analyze our investment assets and liabilities, including the numerous risk components in our portfolio, such as concentration and liquidity risks.
We closely monitor our accumulations of exposure and frequently review our investment and underwriting portfolios to assess the impact on capital under stressed scenarios. With the assistance of DME 19 Return to table of contents Advisors, we analyze our investment assets and liabilities, including the numerous risk components in our portfolio, such as concentration and liquidity risks.
Actuary A person professionally trained in the mathematical and technical aspects of insurance and related fields, particularly in calculating premiums, loss reserves, and other values. Aviation and space coverage Aviation covers loss of or damage to an aircraft and the aircraft operations’ liability to passengers, cargo and hull as well as to third parties.
Actuary A person professionally trained in the mathematical and technical aspects of insurance and related fields, particularly in calculating premiums, loss reserves, and other values. 21 Return to table of contents Aviation and space coverage Aviation covers loss of or damage to an aircraft and the aircraft operations’ liability to passengers, cargo and hull as well as to third parties.
DME Advisors is contractually obligated to adhere to our investment guidelines and make investment decisions on our behalf. These decisions may include buying publicly listed equity securities and corporate debt, selling securities short, and investing in private placements, futures, currencies, commodities, credit default swaps, interest rate swaps, sovereign debt, derivatives, and other instruments.
DME Advisors is contractually obligated to adhere to our investment guidelines and make investment decisions on our behalf. These decisions may include buying publicly listed equity securities and corporate debt, selling securities short, and investing in private placements, futures, currencies, commodities, swaps, sovereign debt, derivatives, and other instruments.
Risk Factors — Risks Related to Our Business — Modeling risks are inherent in our business. ” and “— Technology breaches or failures, including those resulting from a malicious ransomware or cyber-attack on us or our business partners and service providers, could disrupt or otherwise negatively impact our business . ” 19 Return to table of contents Human Capital Management Human Capital & Company Core Values Our employees are our most valuable asset and are core to our success.
Risk Factors — Risks Related to Our Business — Modeling risks are inherent in our business. ” and “— Technology breaches or failures, including those resulting from a malicious ransomware or cyber-attack on us or our business partners and service providers, could disrupt or otherwise negatively impact our business. ” Human Capital Management Human Capital & Company Core Values Our employees are our most valuable asset and are core to our success.
We believe our investment approach, while generating returns less predictable than those of traditional fixed-income portfolios, complements our reinsurance business and will achieve higher rates of return over the long term than reinsurance companies that invest predominantly in fixed-income securities. We have designed our investment guidelines to maintain adequate liquidity to fund our reinsurance operations.
We believe our predominantly equities-based value-oriented investment approach, while generating returns less predictable than those of a traditional fixed-income portfolios, complements our reinsurance business and will achieve higher rates of return over the long term than reinsurance companies that invest predominantly in fixed-income securities. We have designed our investment guidelines to maintain adequate liquidity to fund our reinsurance operations.
These practices include: • fact-finding and investigation techniques; • loss notifications; • reserving; • claims negotiation and settlement; • adherence to claims-handling guidelines. The results of these claim reserves are shared with the underwriters and actuaries to assist them in pricing products and establishing loss reserves.
These practices include: 11 Return to table of contents • fact-finding and investigation techniques; • loss notifications; • reserving; • claims negotiation and settlement; • adherence to claims-handling guidelines. The results of these claim reserves are shared with the underwriters and actuaries to assist them in pricing products and establishing loss reserves.
Net financial impact The net impact of prior period loss development after taking into account net losses and loss expenses incurred, earned reinstatement premiums assumed and ceded, and adjustments to assumed and ceded acquisition costs and profit commissions. 22 Return to table of contents Net premiums written An insurer’s gross premiums written, less premiums ceded to reinsurers.
Net financial impact The net impact of prior period loss development after taking into account net losses and loss expenses incurred, earned reinstatement premiums assumed and ceded, and adjustments to assumed and ceded acquisition costs and profit commissions. Net premiums written An insurer’s gross premiums written, less premiums ceded to reinsurers.
Respectively, these rules require regulated insurers to establish and maintain (a) a corporate governance framework that provides for the sound and prudent management and oversight of the insurer's business, including outsourcing and internal controls, and which adequately recognizes and protects the interests of its policyholders, and (b) a risk management framework that is capable of promptly identifying, measuring, assessing, reporting, monitoring and controlling all sources of risks that could have a material impact on its operations, and (c) implement investment activities that consider all of Greenlight Re’s and Viridis Re’s risks and solvency requirements.
Respectively, these rules require regulated insurers to establish and maintain (a) a corporate governance framework that provides for the sound and prudent management and oversight of the insurer's business, including outsourcing and internal controls, and which adequately recognizes and protects the interests of its policyholders, and (b) a risk management framework that is capable of promptly identifying, measuring, assessing, reporting, monitoring and controlling all sources of risks that could have a material impact on its operations, and (c) implement investment activities that consider all of Greenlight Re’s and Viridis Re’s risks and solvency requirements, and (d) an internal control framework covering: control environment, risk assessment, control activities, information flow, and monitoring.
The 2018 Regulations give effect in Ireland to Directive (EU) 2016/97 (known as the "IDD") and strengthen the regulatory regime applicable to 15 Return to table of contents distribution activities through increased transparency, information, and conduct requirements. On May 25, 2018, the General Data Protection Regulation (the "GDPR") came into force across the EU.
The 2018 Regulations give effect in Ireland to Directive (EU) 2016/97 (known as the "IDD") and strengthen the regulatory regime applicable to distribution activities through increased transparency, information, and conduct requirements. On May 25, 2018, the General Data Protection Regulation (the "GDPR") came into force across the EU.
The PRA is part of the Bank of England and responsible for the prudential regulation and supervision of banks, building societies, credit unions, insurers, and major investment firms authorized in the UK. The FCA has responsibility for market conduct regulation.
Prudential Regulation Authority (“PRA”) and Financial Conduct Authority (“FCA”) Regulation The PRA is part of the Bank of England and responsible for the prudential regulation and supervision of banks, building societies, credit unions, insurers, and major investment firms authorized in the UK. The FCA has responsibility for market conduct regulation.
WPVT coverage Covers losses relating to war, political violence, and terrorism. 24 Return to table of contents
WPVT coverage Covers losses relating to war, political violence, and terrorism. 25 Return to table of contents
In addition to the potential for higher investment returns over the long term, this also strategically positions us for long-term access to a stream of attractive underwriting opportunities directly with our investees, coupled with new sources of fee income through our insurance and reinsurance platforms.
In addition to the potential for higher investment returns over the long term, this strategically positions us for long-term access to a stream of attractive underwriting opportunities directly with our investees, coupled with 6 Return to table of contents new sources of fee income through our insurance and reinsurance platforms.
Greenlight Re and Viridis Re are also required to comply with, amongst other standards, the Rule on Corporate Governance for Insurers, the Rule on Risk Management for Insurers, and the Rule on Investment Activities for Insurers and the associated Statement of Guidance.
Greenlight Re and Viridis Re are also required to comply with, amongst other standards, the Rule on Corporate Governance for Insurers, the Rule on Risk Management for Insurers, and the Rule on Investment Activities for Insurers and the associated Statement of Guidance, and the Rule and Statement of Guidance on Internal Controls for Regulated Entities.
We review and (when we deem appropriate) approve all contract submissions in the Cayman Islands or Ireland. Due to our dependence on brokers, the inability to obtain business from them could adversely affect our business 8 Return to table of contents strategy. See “Item 1A.
We review and (when we deem appropriate) approve all contract submissions in the Cayman Islands or Ireland. Due to our dependence on brokers, the inability to obtain business from them could adversely affect our business strategy. See “Item 1A.
Where appropriate, we conduct or contract for on-site claims audits at cedents and third-party administrators, particularly for large accounts, Innovations partners, and those whose performance differs from our expectations. Through these audits, we 11 Return to table of contents evaluate and monitor the third-party administrators’ and the ceding companies’ organization and claims-handling practices.
Where appropriate, we conduct or contract for on-site claims audits at cedents and third-party administrators, particularly for large accounts, Innovations partners, and those whose performance differs from our expectations. Through these audits, we evaluate and monitor the third-party administrators’ and the ceding companies’ organization and claims-handling practices.
Lloyd’s may require changes to any business plan presented to it or additional capital to be provided to support the underwriting plan. We have deposited certain assets with Lloyd’s to support GCM’s underwriting business at Lloyd’s.
Lloyd’s may require changes to any business plan presented to it or additional capital to be provided to support the underwriting plan. We have deposited certain assets and an unsecured LOC with Lloyd’s to support GCM’s underwriting business at Lloyd’s.
The Innovations segment has the following lines of business: • Casualty : includes primarily general liability and multiline casualty coverage. • Financial : includes predominantly miscellaneous financial coverage. • Health : includes primarily travel and other miscellaneous health coverage. • Multiline : includes mostly business owners’ policy (“BOP”) and multiline commercial coverage, in addition to business written from our Syndicate 3456 (multiple lines of business). • Specialty : includes primarily contingency liability and travel-related (e.g. trip cancellation / interruption, baggage and personal effects, and medical insurance) coverage.
The Innovations segment has the following lines of business: • Casualty: includes primarily general liability and multiline casualty coverage. • Financial: includes predominantly miscellaneous financial coverage. • Health: includes primarily travel and other miscellaneous health coverage. • Multiline: includes mostly BOP and multiline commercial coverage, in addition to business written via Syndicate 3456 (multiple lines of business). • Specialty: includes primarily contingency liability and travel-related (e.g. trip cancellation / interruption, baggage and personal effects, and medical insurance) coverage.
We believe we have a reinsurance and investment strategy that differentiates us from most of our competitors. We conduct our operations principally through two licensed and regulated entities: Greenlight Re, based in Grand Cayman, Cayman Islands, and GRIL, based in Dublin, Ireland, in addition to our Lloyd’s platform, Syndicate 3456.
We believe that our reinsurance and investment strategy differentiates us from most of our competitors. We conduct our operations principally through two wholly-owned licensed and regulated subsidiaries: Greenlight Re, based in Grand Cayman, Cayman Islands, and GRIL, based in Dublin, Ireland, in addition to our Lloyd’s platform, Syndicate 3456.
Greenlight Re provides multi-line property and casualty reinsurance globally, while GRIL focuses mainly on specialty business. Further, since 2018, we have operated an Innovations business unit to support innovative, technology-driven insurance partners, both in the form of seed capital and reinsurance capacity. The London market specialty business is central to our underwriting portfolio.
Greenlight Re provides multi-line property and casualty reinsurance globally, while GRIL focuses mainly on specialty business. Further, since 2018, our Innovations business unit has supported innovative, technology-driven insurance partners, both in the form of seed capital and reinsurance capacity. The London market specialty business is central to our underwriting portfolio.
Best re-affirmed our “A- (Excellent)” and the Long-Term Issuer Credit Ratings of “a-” (Excellent) for our principal operating subsidiaries and revised the outlook to positive from stable. We believe a strong rating is important to compete and market reinsurance products to clients and brokers.
Best upgraded our Financial Strength Rating to “A (Excellent)” and the Long-Term Issuer Credit Ratings of “a” (Excellent) for our principal operating subsidiaries and revised the outlook to stable from positive. We believe a strong rating is important to compete and market reinsurance products to clients and brokers.
Refer to Note 15 “ Related Party Transactions ” of the consolidated financial statements.
Refer to Note 16 “ Related Party Transactions ” of the consolidated financial statements.
Our Code of Business Conduct and Ethics is available on our website. 20 Return to table of contents Additional Information Our website address is www.greenlightre.com, and we make available, free of charge, on or through our website, links to our Annual Reports, quarterly reports on Form 10-Q, current reports on Form 8-K, and other documents we file with or furnish to the SEC, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.
Additional Information Our website address is www.greenlightre.com, and we make available, free of charge, on or through our website, links to our Annual Reports, quarterly reports on Form 10-Q, current reports on Form 8-K, and other documents we file with or furnish to the SEC, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.
An example of a long-tail casualty risk includes the use of certain drugs that may cause cancer or birth defects. There tends to be a greater delay in the reporting and settlement of casualty reinsurance claims due to the long-tail nature of the underlying casualty risks and their greater potential for litigation. Catastrophe A severe loss, typically involving multiple claimants.
An example of a long-tail casualty risk includes the use of certain drugs that may cause cancer or birth defects. There tends to be a greater delay in the reporting and settlement of casualty reinsurance claims due to the long-tail nature of the underlying casualty risks and their greater potential for litigation.
Reserves include claims reported but not yet paid, claims incurred but not reported, and claims in the process of settlement. Additional underwriting liabilities include unearned premiums, premium deposits, and profit commissions earned but not yet paid. Reserves represent an estimate rather than an exact quantification.
Reserves include claims reported but not yet paid (referred as “case reserves”), additional case reserves (“ACR”), claims incurred but not reported, and claims in the process of settlement. Additional underwriting liabilities include unearned premiums, premium deposits, and profit commissions earned but not yet paid. Reserves represent an estimate rather than an exact quantification.
See “Item 1A — Risk Factors — Risks Relating to Our Business – Competitors with greater resources may make it difficult for us to effectively market our products or offer our products at a profit. ” Ratings On October 18, 2024, A.M.
See “Item 1A — Risk Factors — Risks Relating to Our Business – Competitors with greater resources may make it difficult for us to effectively market our products or offer our products at a profit. ” Ratings On November 13, 2025, A.M.
We generally apply the following underwriting and risk management principles: Economics of Results Our primary underwriting goal is to build a (re)insurance portfolio that maximizes profitability, subject to risk and volatility constraints. Underwriting Analysis Our approach to underwriting analysis begins at the class-of-business level.
Our underwriters and actuaries have expertise in multiple lines of business. We generally apply the following underwriting and risk management principles: Economics of Results Our primary underwriting goal is to build a (re)insurance portfolio that maximizes profitability, subject to risk and volatility constraints. Underwriting Analysis Our approach to underwriting analysis begins at the class-of-business level.
For many of our strategic investments, we have observer rights with the investee’s Board of Directors, providing us with high-level transparency over the investee’s business performance. To capitalize on global opportunities, in 2022 we created Syndicate 3456, a Lloyd’s syndicate-in-a-box, with a Lloyd’s A+ financial strength rating (see Ratings below). Greenlight Re is the sole capital provider for Syndicate 3456.
For many of our strategic investments, we have observer rights with the investee’s Board of Directors, providing us with high-level transparency into the investee’s business performance. To capitalize on global opportunities, in 2022 we created Syndicate 3456, a Lloyd’s syndicate-in-a-box, with a Lloyd’s A+ financial strength rating (see Ratings below).
Our Board of Directors reviews our investment portfolio activities and oversees our investment guidelines to meet our investment objectives. These investment guidelines, which may be amended, modified, or waived from time to time, take into account restrictions imposed on us by regulators, our liability mix, requirements to maintain an appropriate claims-paying rating by ratings agencies and requirements of lenders.
These investment guidelines, which may be amended, modified, or waived from time to time, take into account restrictions imposed on us by regulators, our liability mix, requirements to maintain an appropriate claims-paying rating by ratings agencies and requirements of lenders.
Written represents the total amount of premiums received, and earned represents the amount recognized as income over a period of time. Unearned is the difference between written and earned premiums.
Written represents the total amount of premiums received, and earned represents the amount recognized as income over a period of time.
If Lloyd’s determines that the Central Fund needs to be increased, it has the power to assess premium levies on current Lloyd’s members up to 5% of a member’s underwriting capacity in any one year. Prudential Regulation Authority (“PRA”) and Financial Conduct Authority (“FCA”) Regulation .
If Lloyd’s determines that the Central Fund needs to be increased, it has the power to assess premium levies on current Lloyd’s members up to 5% of a member’s underwriting capacity in any one year.
DME Advisors aims to achieve high absolute returns while minimizing the risk of capital loss. DME Advisors attempts to determine the risk/return characteristics of potential investments by analyzing factors such as the risk that expected cash flows would not be achieved, the volatility of the cash flows, the leverage of the underlying business, and the security’s liquidity, among others.
DME Advisors attempts to determine the risk/return characteristics of potential investments by analyzing factors such as the risk that expected cash flows would not be achieved, the volatility of the cash flows, the leverage of the underlying business, and the security’s liquidity, among others.
The strategy prioritizes the use of cloud services for hosting applications, data storage, and other IT resources. With the use of cloud-based services, our security and systems reliability have proven cost-effective and have provided the required levels of service and redundancy. We have implemented backup procedures to ensure that key services are saved daily and can be restored as needed.
With the use of cloud-based services, our security and systems reliability have proven cost-effective and have provided the required levels of service and redundancy. We have implemented backup procedures to ensure that key services are saved daily and can be restored as needed.
Common perils include earthquakes, hurricanes, tsunamis, hailstorms, tornados, derechos, severe winter weather, floods, fires, explosions, volcanic eruptions, and other natural or human-made disasters. Catastrophe losses may also arise from acts of war, acts of terrorism, and geopolitical instability.
Catastrophe A severe loss of at least $5 million, typically involving multiple claimants. Common perils include earthquakes, hurricanes, tsunamis, hailstorms, tornados, derechos, severe winter weather, floods, fires, explosions, volcanic eruptions, and other natural or human-made disasters. Catastrophe losses may also arise from acts of war, acts of terrorism, and geopolitical instability.
Composite ratio The composite ratio is the ratio of underwriting losses incurred, loss adjustment expenses, and acquisition costs, excluding underwriting-related general and administrative expenses, to net premiums earned, or equivalently, the sum of the loss ratio and acquisition cost ratio.
Composite ratio The composite ratio is the ratio of underwriting losses incurred, loss adjustment expenses, and acquisition costs, excluding underwriting-related general and administrative expenses, to net premiums earned, or equivalently, the sum of the loss ratio and acquisition cost ratio. Contingency liability coverage Covers event cancellation and non-appearance.
Starting in 2024, as an alternative to the Lloyd’s platform, we also offer to clients the ability to create segregated cells within Viridis Re, providing them more flexible and cost effective reinsurance solutions. 9 Return to table of contents The following table shows the percentage of our Innovations’ gross premiums written by customer, shown individually where a customer accounted for 10% or more of the total, in any of the last three years: 2024 2023 2022 Customer A 22.7 % 15.5 % 10.0 % Customer B 15.1 % 8.9 % 0.4 % Customer C 9.6 % 30.4 % 25.6 % Customer D 4.5 % 14.8 % 14.6 % Customer E 3.4 % 4.6 % 11.5 % Customer F 0.1 % 2.0 % 11.5 % Customer G (1) (0.9) % 0.2 % 10.9 % All others 45.5 % 23.6 % 15.4 % Total 100.0 % 100.0 % 100.0 % (1) Negative percentage reflects a reduction in the prior year’s estimated gross premium written.
Starting in 2024, as an alternative to the Lloyd’s platform, we also offer to clients the ability to create segregated cells within Viridis Re based in the Cayman Islands, providing them more flexible and cost effective reinsurance solutions. 9 Return to table of contents The following table shows the percentage of our Innovations’ gross premiums written by customer, shown individually where a customer accounted for 10% or more of the total, in any of the last three years: 2025 2024 2023 Customer A 20.0 % 4.8 % 4.5 % Customer B 10.4 % — % — % Customer C 10.2 % 15.1 % 8.9 % Customer D 5.7 % 22.7 % 15.5 % Customer E 3.8 % 4.5 % 14.8 % Customer F 3.5 % 9.6 % 30.4 % All others 46.4 % 43.3 % 25.9 % Total 100 % 100 % 100 % Underwriting and Risk Management We have established an underwriting platform composed of experienced underwriters and actuaries.
In January 2025, we conducted a survey completed by 83% of our employees, with approximately 33% of employees identifying as racially or ethnically diverse. Employees At March 7, 2025, we had 75 total employees worldwide, including internship and part-time employees, 35 of whom were based in Grand Cayman, Cayman Islands, 25 in Dublin, Ireland, and 15 in London, United Kingdom.
In January 2025, we conducted a survey completed by 83% of our employees, with approximately 33% of employees self-identifying as racially or ethnically diverse. 20 Return to table of contents Employees At December 31, 2025, we had 84 total employees worldwide, including internship and part-time employees, 41 of whom were based in Grand Cayman, Cayman Islands, 25 in Dublin, Ireland, and 18 in London, United Kingdom.
If it appears to either the PRA or the FCA that either Lloyd’s is not fulfilling its delegated regulatory responsibilities or that managing agents are not complying with the applicable regulatory rules and guidance, the PRA or the FCA may intervene at their discretion. To minimize duplication, both regulators have arrangements with Lloyd’s for co-operation on supervision and enforcement.
If it appears to either the PRA or the FCA that either Lloyd’s is not fulfilling its delegated regulatory responsibilities or that managing agents are not complying with the applicable regulatory rules and guidance, the PRA or the FCA may intervene at their discretion.
Given the higher-risk nature of early / seed-stage investments, we limit our initial investment to between a range of $0.25-$2.0 million for each investee. At December 31, 2024, we have 44 private companies in our Innovations investment portfolio. See “Item 1A.
Given the higher-risk nature of early / seed-stage investments, we limit our initial investment to between a range of $0.25-$2.0 million for each investee. See “Item 1A.
Where a breach is committed by a corporate entity and is shown to have been committed with the consent, connivance, knowledge, or neglect of an individual, that individual may also be subject to an administrative fine . 14 Return to table of contents Whenever CIMA believes that a licensee is or may become unable to meet its obligations as they fall due, is carrying on business in a manner likely to be detrimental to the public interest or the interests of its creditors or policyholders, has contravened the terms of the Act or has otherwise behaved in such a manner to cause CIMA to call into question the licensee’s fitness, CIMA may take one of several steps.
Whenever CIMA believes that a licensee is or may become unable to meet its obligations as they fall due, is carrying on business in a manner likely to be detrimental to the public interest or the interests of its creditors or 14 Return to table of contents policyholders, has contravened the terms of the Act or has otherwise behaved in such a manner to cause CIMA to call into question the licensee’s fitness, CIMA may take one of several steps.
We are now in the process of taking steps to embed these core values into all aspects of our culture through such areas as employee onboarding, reviews and recognition programs. Diversity As of December 31, 2024, 40% of our total global employees were female.
We took steps throughout 2025 to embed these core values into all aspects of our culture through such areas as employee onboarding, reviews and recognition programs. Diversity As of December 31, 2025, 42% of our total global employees were female.
We seek to: • mitigate underwriting volatility over the long term by focusing on short and medium tail risk; • target markets and lines of business where we believe an appropriate risk/reward profile exists; • attract and retain clients with expertise in their respective lines of business; • employ strict underwriting discipline; and • select reinsurance opportunities with anticipated favorable returns on capital. 6 Return to table of contents Innovations Investments and Underwriting Strategy: Since 2018, we have been making strategic capital investments in startup companies and managing general agents (“MGAs”).
We seek to: • mitigate underwriting volatility over the long term by focusing on short and medium tail risk; • target markets and lines of business where we believe an appropriate risk/reward profile exists; • attract and retain clients with expertise in their respective lines of business; • employ strict underwriting discipline; and • select reinsurance opportunities with anticipated favorable returns on capital.
Probable maximum loss (PML) PML is the anticipated loss, taking into account contract terms and limits, caused by a natural catastrophe affecting a broad geographic area, such as that caused by an earthquake or hurricane.
Unearned is the difference between written and earned premiums. 23 Return to table of contents Probable maximum loss (PML) PML is the anticipated loss, taking into account contract terms and limits, caused by a natural catastrophe affecting a broad geographic area, such as that caused by an earthquake or hurricane.
On September 1, 2018, Solasglas entered into an investment advisory agreement (the “IAA”) with DME Advisors, with an initial term ending on August 31, 2023, subject to automatic extensions for successive three-year terms.
We present our investment in Solasglas under the caption “Investment in related party investment fund” in our consolidated balance sheets. On September 1, 2018, Solasglas entered into an investment advisory agreement (the “IAA”) with DME Advisors, with an initial term ending on August 31, 2023, subject to automatic extensions for successive three-year terms.
These companies are further required to file a return with the Registrar of Companies in January of each year (“Annual Return”) and to pay an annual registration fee at that time. Additionally, these companies must comply with the “Anti-Money Laundering Regulations (as revised)” in the Cayman Islands.
These companies are further required to file a return with the Registrar of Companies in January of each year (“Annual Return”) and to pay an annual registration fee at that time.
The Board of Directors approves the RMF on an annual basis or as appropriate. The RMF sets out the risk management roles and responsibilities for all stakeholders across the organization, and sets the quantitative and qualitative metrics of our risk appetite, risk monitoring, and risk mitigation measures.
The RMF sets out the risk management roles and responsibilities for all stakeholders across the organization, and sets the quantitative and qualitative metrics of our risk appetite, risk monitoring, and risk mitigation measures.
Incurred but not reported (IBNR) Reserves for estimated loss and loss adjustment expenses incurred by insureds and reinsureds but not yet reported to the insurer or reinsurer, including unknown future developments on loss and loss adjustment expenses known to the insurer or reinsurer.
Incurred but not reported (IBNR) Reserves for estimated loss and loss adjustment expenses incurred by insureds and reinsureds but not yet reported to the insurer or reinsurer, including unknown future developments on loss and loss adjustment expenses known to the insurer or reinsurer. Large event loss A significant event loss of at least $1 million but less than $5 million.
As a result of employee input, and following feedback from our Board of Directors, in late 2024 we formalized the following set of core values that reflect how our colleagues should strive to operate and behave across the Company, regardless of location, level, or function: Nimble, Innovative, Excellence, Accountable, and Collaborative.
Our executive management team and Board of Directors are committed to creating an environment where every employee can succeed. In late 2024 we formalized the following set of core values that reflect how our colleagues should strive to operate and behave across the Company, regardless of location, level, or function: Nimble, Innovative, Excellence, Accountable, and Collaborative.
In connection with certain proposals that passed at our 2023 AGM relating to the elimination of our former dual-class share structure, our Board consented pursuant to Section 11(1)(c) of the Articles to David Einhorn beneficially owning more than 9.9% of the total voting power of the total issued and outstanding ordinary shares, up to the amount of ordinary shares beneficially owned by David Einhorn at the time of the consent (i.e., 6,254,715 ordinary shares, which represents 18.0% of the outstanding ordinary shares as of December 31, 2024 ).
In connection with certain proposals that passed at our 2023 AGM relating to the elimination of our former dual-class share structure, our Board consented to David Einhorn beneficially owning more than 9.9% of the total voting power of the total issued and outstanding ordinary shares, up to the amount of ordinary shares beneficially owned by Mr.
Our Group CUO also oversees the underwriting activities of our Innovations segment (see below). We provide treaty reinsurance to insurance companies on a global basis, written on a proportional or non-proportional (also known as excess of loss) basis.
We provide treaty reinsurance to insurance companies on a global basis, written on a proportional or non-proportional (also known as excess of loss) basis.
Lloyd’s is subject to an annual PRA solvency test which measures whether Lloyd’s has sufficient assets in the aggregate to meet all outstanding liabilities of its members, both current and run-off.
To minimize duplication, both regulators have arrangements with Lloyd’s for co-operation on supervision and enforcement. 16 Return to table of contents Lloyd’s is subject to an annual PRA solvency test which measures whether Lloyd’s has sufficient assets in the aggregate to meet all outstanding liabilities of its members, both current and run-off.
Our small scale, relative to our global competitors, enables us to be more agile in allocating capacity to the most promising risks and classes. We write business on a non-proportional (or excess of loss) and proportional basis (also known as pro rata reinsurance, quota share reinsurance or participating reinsurance) across a range of classes in the property and casualty market.
We write business on a non-proportional (or excess of loss) and proportional basis (also known as pro rata reinsurance, quota share reinsurance or participating reinsurance) across a range of classes in the property and casualty market.
We provide collateral as funds withheld, trust arrangements, or letters of credit (“LOC”). For further information, see Note 9 - “ Debt and Credit Facilities ” of the consolidated financial statements in “Item 8.
We provide collateral as funds withheld, trust arrangements, or letters of credit (“LOC”). For further information, see Note 10 - “ Debt and Credit Facilities ” of the consolidated financial statements in “Item 8. Financial Statements and Supplementary Data ”. 12 Return to table of contents Competition We compete for reinsurance business in the Cayman Islands and European markets.
As a result of building a strong reputation and brand in the insurtech industry in recent years, we continued to grow our pipeline opportunities during 2024, positioning us for further growth in the foreseeable future. Moreover, during 2024 some of our peers have expressed an interest in participating in our Innovations underwriting portfolio.
As a result of building a strong reputation and brand in the insurtech industry in recent years, we continued to grow our pipeline opportunities in 2025, positioning us for further growth in the foreseeable future, including scaling our Syndicate 3456.
Either of the GLRE Limited Partners may withdraw as a partner and fully withdraw all of its capital account from Solasglas on three business days’ notice if the limited partner’s board declares that a cause for withdrawal exists as per the Solasglas LPA. 17 Return to table of contents Investment Strategy DME Advisors implements a value-oriented investment strategy by taking long positions in perceived undervalued securities and short positions in perceived overvalued securities.
Either of the GLRE Limited Partners may withdraw as a partner and fully withdraw all of its capital account from Solasglas on three business days’ notice if the limited partner’s board declares that a cause for withdrawal exists as per the Solasglas LPA.
From 2022 to 2024, we have expanded our Innovations business, with gross premiums written rising from $50.7 million to $94.7 million (see “ Reportable Segments " within this Item 1. Business).
During 2025, we have expanded our Innovations business, with gross premiums written increasing 28% to $121.6 million (see “ Reportable Segments " within this Item 1. Business).
Accordingly, all prior years’ comparatives have been recast, where applicable, to conform with the new reportable segments in this Form 10-K. Refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ” (herein referred as “MD&A”) for additional information relating to our reportable segments and related underwriting performance and “Part II, Item 8.
Reportable Segments We have two reportable segments: Open Market and Innovations. Refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ” (herein referred as “MD&A”) for additional information relating to our reportable segments and related underwriting performance and “Part II, Item 8.
Effective January 1, 2023, we increased the maximum Investment Portfolio, as defined in the Solasglas LPA, to 60% from 50% of GLRE Surplus, as defined in the Solasglas LPA, which was further increased to 70% on August 1, 2024. We present our investment in Solasglas under the caption “Investment in related party investment fund” in our consolidated balance sheets.
Effective January 1, 2021, we reduced the maximum Investment Portfolio, as defined in the Solasglas LPA, from 100% to 50% of GLRE Surplus. Subsequently, this cap was raised to 60% effective January 1, 2023, and increased further to 70% on August 1, 2024.
We are rated A- (Excellent) by A.M. Best. At December 31, 2024, we had $2.0 billion of total assets and $0.6 billion of shareholders’ equity, with a debt-to-capital ratio of 9.5%. Company Capital Stock We have one class of common stock, our ordinary shares. Each ordinary share is entitled to one vote per share.
At December 31, 2025, we had $2.2 billion of total assets and $0.7 billion of shareholders’ equity, and grew our fully diluted book value per share by 13.8% during 2025. Company Capital Stock We have one class of common stock, our ordinary shares. Each ordinary share is entitled to one vote per share.
Value-Oriented Investment Strategy: Our value-oriented investment strategy, managed through Solasglas, is designed to maximize returns over the long term while minimizing the risk of capital loss.
This also positions us favorably for further portfolio diversification, fee income, and sustained profitability in the Innovations segment over the long term. Value-Oriented Investment Strategy Our value-oriented investment strategy, managed through Solasglas, is designed to maximize returns over the long term while minimizing the risk of capital loss.
Our business is comprised of the following three strategic pillars: Open Market Underwriting Strategy: We strive to grow our diverse book of business by responding timely to changing market conditions, prudently managing our chosen lines of business, and driving sustainable shareholder returns. We offer a diverse range of risk management products and services across market segments and geographies.
We have incorporated these two key performance metrics in our incentive compensation plan to align employee and shareholder interests. Our business is comprised of the following three strategic pillars: Open Market Underwriting Strategy We strive to grow our diverse book of business by responding timely to changing market conditions, prudently managing our lines of business, and driving sustainable shareholder returns.
The following table shows the percentage of our Open Market’s gross premiums written by broker, shown individually where a broker accounted for 10% or more of the total, in any of the last three years: 2024 2023 2022 Aon plc 22.0 % 15.7 % 30.2 % Marsh & McLennan 19.2 % 24.1 % 12.3 % Willis Group Holdings plc 16.8 % 17.6 % 20.1 % Howden Group Holdings 15.3 % 13.4 % 10.3 % All others and MGAs 26.7 % 29.2 % 27.0 % Total 100.0 % 100.0 % 100.0 % We frequently meet in the Cayman Islands, Ireland, U.K. and elsewhere with brokers and senior representatives of clients and prospective clients.
The following table shows the percentage of our Open Market’s gross premiums written by broker, shown individually where a broker accounted for 10% or more of the total, in any of the last three years: 2025 2024 2023 Aon plc 21.5 % 22.0 % 15.7 % Marsh & McLennan 20.9 % 19.2 % 24.1 % Howden Group Holdings 18.1 % 15.3 % 13.4 % Arthur J.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeRisks Relating to Our Innovations Strategy The carrying values of our Innovations investments may differ significantly from those that would be used if we carried these investments at fair value. Additionally, we have a material concentration in our top five holdings at December 31, 2024.
Biggest changeIn the event of the counterparty’s default, Solasglas will generally only rank as an unsecured creditor and risk the loss of all or a portion of the amounts Solasglas is contractually entitled to receive. 40 Return to table of contents Risks Relating to Our Innovations Strategy The carrying values of our Innovations investments may differ significantly from those that would be used if we carried these investments at fair value.
We may need to raise additional capital in the future through public or private equity or debt offerings or otherwise in order to: ● repay our debt; ● fund liquidity needs or replace lost capital resulting from underwriting or investment losses; ● meet rating agency capital requirements; ● satisfy collateral requirements that may be imposed by our clients or by regulators; ● meet applicable statutory jurisdiction requirements; or ● respond to competitive pressures.
We may need to raise additional capital in the future through public or private equity or debt offerings or otherwise in order to: ● fund liquidity needs or replace lost capital resulting from underwriting or investment losses; ● meet rating agency capital requirements; ● satisfy collateral requirements that may be imposed by our clients or by regulators; ● meet applicable statutory jurisdiction requirements; or ● respond to competitive pressures.
Additional capital may not be available on terms favorable to us, or at all. Increases in interest rates could result in higher interest expense on our outstanding debt. Further, any additional capital raised through the sale of equity could dilute existing ownership interest in our company and may cause the market price of our ordinary shares to decline.
Additional capital may not be available on terms favorable to us, or at all. Increases in interest rates could result in higher interest expense on debt. Further, any additional capital raised through the sale of equity could dilute existing ownership interest in our company and may cause the market price of our ordinary shares to decline.
In addition, GRIL’s investment guidelines require that the ten largest investments shall not constitute more than 40% of the GRIL Surplus, and GRIL’s investment portfolio shall at all times, unless waived by the GRIL board of directors, be composed of a minimum of 50 debt or equity securities of publicly traded companies.
In addition, GRIL’s investment guidelines require that the ten largest investments shall not constitute more than 50% of the GRIL Surplus, and GRIL’s investment portfolio shall at all times, unless waived by the GRIL board of directors, be composed of a minimum of 50 debt or equity securities of publicly traded companies.
As a result, we may not be able to ascertain the full extent of our liabilities under our reinsurance contracts for many years following the issuance of our contracts. The property and casualty reinsurance market may be affected by cyclical trends. We write reinsurance in the property and casualty markets, which are subject to pricing cycles.
As a result, we may not be able to ascertain the full extent of our liabilities under our reinsurance contracts for many years following the issuance of our contracts. The property and casualty reinsurance market is affected by cyclical trends. We write reinsurance in the property and casualty markets, which are subject to pricing cycles.
Recently, for instance, the U.S. administration imposed and/or announced (and in some cases postponed) tariffs on imports from various countries and on certain products, which may lead to unpredictable economic consequences including inflation or trade wars.
Recently, for instance, the U.S. administration imposed and/or announced (and in some cases postponed or changed) tariffs on imports from various countries and on certain products, which may lead to unpredictable economic consequences including inflation or trade wars.
As our operations expand to other jurisdictions, we will be required to comply with cybersecurity laws in those jurisdictions, which will further increase our cost of compliance. See “Part 1, Item 1. Business - Regulations ” and “ Part 1C .
As our operations expand to other jurisdictions, we will be required to comply with cybersecurity laws in those jurisdictions, which will further increase our cost of compliance. See “Part 1, Item 1. Business - Regulations ” and “Part 1C.
Both the PRA and the FCA have substantial powers of intervention in relation to Lloyd’s Syndicates, including the power to remove Lloyd’s authorization to manage such Syndicates. See “— Item 1. Business — Regulations — UK Regulations” for further discussion of such regulations.
Both the PRA and the FCA have substantial powers of intervention in relation to Lloyd’s Syndicates, including the power to remove Lloyd’s authorization to manage such Syndicates. See “— Item 1. Business — Regulations — UK Regulations ” for further discussion of such regulations.
If a scheme of arrangement is thus approved, the dissenting shareholders would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of a Delaware corporation. 41 Return to table of contents Holders of ordinary shares may have difficulty obtaining or enforcing a judgment against us, and they may face difficulties in protecting their interests because we are incorporated under Cayman Islands law.
If a scheme of arrangement is thus approved, the dissenting shareholders would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of a Delaware corporation. 44 Return to table of contents Holders of ordinary shares may have difficulty obtaining or enforcing a judgment against us, and they may face difficulties in protecting their interests because we are incorporated under Cayman Islands law.
Accordingly, these models, and the assumptions and judgements made in connection therewith, may understate the exposures we are assuming, and our financial results may be materially and adversely impacted. Technology breaches or failures, including those resulting from a malicious ransomware or cyber-attack on us or our business partners and service providers, could disrupt or otherwise negatively impact our business.
Accordingly, these models, and the assumptions and judgments made in connection therewith, may understate the exposures we are assuming, and our financial results may be materially and adversely impacted. Technology breaches or failures, including those resulting from a malicious ransomware or cyber-attack on us or our business partners and service providers, could disrupt or otherwise negatively impact our business.
Although not free from doubt, we believe these rules should not apply to dispositions of ordinary shares because Greenlight Capital Re is not directly engaged in the insurance business and because proposed United States Treasury regulations applicable to this situation appear to apply only in the case of 44 Return to table of contents shares of corporations that are directly engaged in the insurance business.
Although not free from doubt, we believe these rules should not apply to dispositions of ordinary shares because Greenlight Capital Re is not directly engaged in the insurance business and because proposed United States Treasury regulations applicable to this situation appear to apply only in the case of shares 47 Return to table of contents of corporations that are directly engaged in the insurance business.
Risks Relating to Taxation We may become subject to taxation in the Cayman Islands, which would negatively affect our results. The Government of the Cayman Islands, does not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon Greenlight Re, GLRE or Viridis Re.
We may become subject to taxation in the Cayman Islands, which would negatively affect our results. The Government of the Cayman Islands, does not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon Greenlight Re, GLRE or Viridis Re.
As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that they owe certain duties to the company, including the following: a duty to act in good faith and in what they consider to be in the best interests of the company; a duty not to make a profit out of their position as director (unless the company permits them to do so); a duty to exercise their powers for the purposes for which they are conferred; and a duty not to put themselves in a position where the interests of the company conflict with their personal interest or their duty to a third party.
As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore they owe certain duties to the company, including the following: a duty to act in good faith and in what they consider to be in the best interests of the company; a duty not to make a profit out of their position as director (unless the company permits them to do so); a duty to exercise their powers for the purposes for which they are conferred; and a duty not to put themselves in a position where the interests of the company conflict with their personal interest or their duty to a third party.
Our level of debt and the provisions of such debt could have significant consequences, which include, but are not limited to, the following: • limit our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, or other general corporate purposes; • require a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, 40 Return to table of contents acquisitions, and other general corporate purposes; • discourage an acquisition of us by a third party; • place us at a competitive disadvantage to competitors carrying less debt; and • make us more vulnerable to economic downturns and limit our ability to withstand competitive pressures or take advantage of new opportunities to grow our business.
The level of debt and the provisions of such debt could have significant consequences, which include, but are not limited to, the following: ● limit our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, or other general corporate purposes; ● require a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions, and other general corporate purposes; ● discourage an acquisition of us by a third party; ● place us at a competitive disadvantage to competitors carrying less debt; and ● make us more vulnerable to economic downturns and limit our ability to withstand competitive pressures or take advantage of new opportunities to grow our business.
Our Board of Directors has adopted our investment guidelines, which provide that Solasglas may not commit more than, 10% of Greenlight Re Surplus (as defined in the Solasglas LPA) and 7.5% of GRIL Surplus (as defined in the Solasglas LPA) to any single investment, unless a waiver has been obtained by the Board of Directors of Greenlight Re or GRIL, as applicable.
Our Board of Directors has adopted our investment guidelines, which provide that Solasglas may not commit more than, 10% of Greenlight Re Surplus (as defined in the Solasglas LPA) and 10% of GRIL Surplus (as defined in the Solasglas LPA) to any single investment, unless a waiver has been obtained by the Board of Directors of Greenlight Re or GRIL, as applicable.
Unexpected market volatility and illiquidity associated with our investment in Solasglas could materially and adversely affect our investment results, financial condition, or results of operations. 35 Return to table of contents Solasglas may be concentrated in a few large positions, which could result in material adverse valuation movements.
Unexpected market volatility and illiquidity associated with our investment in Solasglas could materially and adversely affect our investment results, financial condition, or results of operations. 37 Return to table of contents Solasglas may be concentrated in a few large positions, which could result in material adverse valuation movements.
Further, based on statutes, regulations, and policies in their respective jurisdictions, CIMA and CBI may suspend or revoke our licenses if certain events occur, including without limitation: ● we cease to carry on reinsurance business; ● the direction and management of our reinsurance business have not been conducted in accordance with laws and regulations; ● we cease to meet certain capital and surplus requirements; ● a person holding a position as a director, manager or officer is not deemed to be a fit or proper person to hold the respective position; or ● we become bankrupt, go into liquidation, or are wound up or otherwise dissolved.
Further, based on statutes, regulations, and policies in their respective jurisdictions, CIMA and CBI may suspend or revoke our licenses if certain events occur, including without limitation: 34 Return to table of contents ● we cease to carry on reinsurance business; ● the direction and management of our reinsurance business have not been conducted in accordance with laws and regulations; ● we cease to meet certain capital and surplus requirements; ● a person holding a position as a director, manager or officer is not deemed to be a fit or proper person to hold the respective position; or ● we become bankrupt, go into liquidation, or are wound up or otherwise dissolved.
The loss of significant brokers or customers, could materially and adversely affect our business, financial condition and results of operations. A significant portion of our business is placed through brokered transactions (for Open Market segment) or direct placements (for Innovations segment).
Cybersecurity .” The loss of significant brokers or customers, could materially and adversely affect our business, financial condition and results of operations. A significant portion of our business is placed through brokered transactions (for Open Market segment) or direct placements (for Innovations segment).
Investments in privately held early-stage companies involve a number of significant risks, including the following: • these companies may have limited financial resources and may be unable to meet their operating obligations; • they typically have limited operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns; • they typically depend on the management talents and efforts of a small group of persons.
Investments in privately held early-stage companies involve a number of significant risks, including the following: 41 Return to table of contents ● these companies may have limited financial resources and may be unable to meet their operating obligations; ● they typically have limited operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns; ● they typically depend on the management talents and efforts of a small group of persons.
At December 31, 2024, we met the bright-line applicable insurance liabilities test. However, there is still substantial uncertainty regarding the application of the test. We cannot guarantee that we will continue to meet the bright-line applicable insurance liabilities test in future periods.
At December 31, 2025, we met the bright-line applicable insurance liabilities test. However, there is still substantial uncertainty regarding the application of the test. We cannot guarantee that we will continue to meet the bright-line applicable insurance liabilities test in future periods.
Based on our past and current projections of our income and assets, we do not expect the Company to be a PFIC for the 2024 taxable year or for the foreseeable future.
Based on our past and current projections of our income and assets, we do not expect the Company to be a PFIC for the 2025 taxable year or for the foreseeable future.
The carrying value of our Innovations investments may become concentrated in a limited number of entities as a result of subsequent remeasurement and/or have significant exposure to certain geographic areas or economic sectors. The concentration of investments can increase investment risk and volatility. At December 31, 2024, our top five holdings accounted for 70% of the total carrying value.
The carrying value of our Innovations investments may become concentrated in a limited number of entities as a result of subsequent remeasurement and/or have significant exposure to certain geographic areas or economic sectors. The concentration of investments can increase investment risk and volatility. At December 31, 2025, our top five holdings accounted for 53% of the total carrying value.
Risk-mitigating provisions that we put in place in the course of negotiating and executing these transactions, such as due diligence efforts and indemnification provisions, may not be sufficient to fully address these risks and contingencies. Non-compliance with laws, regulations, and taxation regarding transactions with international counterparties may adversely affect our business.
Risk-mitigating provisions that we put in place in the course of 33 Return to table of contents negotiating and executing these transactions, such as due diligence efforts and indemnification provisions, may not be sufficient to fully address these risks and contingencies. Non-compliance with laws, regulations, and taxation regarding transactions with international counterparties may adversely affect our business.
We are also exposed to the credit risk of our cedents and agents, who, pursuant to their contracts with us, may be required to pay us profit commission, additional premiums, reinstatement premiums, and adjustments to ceding commissions over a period of time, which in some cases may extend beyond the initial period of risk coverage.
We are also exposed to the credit risk of our cedents and agents, who, pursuant to their contracts with us, may be required to pay us profit commission, additional premiums, reinstatement premiums, and adjustments to ceding 31 Return to table of contents commissions over a period of time, which in some cases may extend beyond the initial period of risk coverage.
A qualifying insurance corporation is an insurance company which has applicable insurance liabilities, as reported on its annual financial statement, exceeding 25% of its total assets. Applicable 43 Return to table of contents insurance liabilities means, with respect to our property and casualty reinsurance business, reserves for loss and loss adjustment expenses, and excluding unearned premium reserves.
A qualifying insurance corporation is an insurance company which has applicable insurance liabilities, as reported on its annual financial statement, exceeding 25% of its total assets. Applicable insurance liabilities means, with respect to our property and casualty reinsurance business, reserves for loss and loss adjustment expenses, and excluding unearned premium reserves.
Cybersecurity .” Our property and casualty reinsurance operations make us vulnerable to losses from catastrophes and may cause our results of operations to vary significantly from period to period.
Our property and casualty reinsurance operations make us vulnerable to losses from catastrophes and may cause our results of operations to vary significantly from period to period.
As we hold ourselves out as a global specialty property and casualty reinsurer and we do not propose to engage primarily in the business of investing or trading in securities, we believe the exemption applies. Accordingly, we do not believe that we are, or are likely to become in the future, an investment company under the Investment Company Act.
As we hold ourselves out as a global specialty property and casualty reinsurer and we do not propose to engage primarily in the business of investing or trading in securities, we believe the exemption applies. 35 Return to table of contents Accordingly, we do not believe that we are, or are likely to become in the future, an investment company under the Investment Company Act.
Results for the Solasglas investment portfolio could differ from those of other funds managed by DME Advisors and its affiliates due to restrictions imposed by our investment guidelines and other factors. Potential conflicts of interest with DME Advisors and its affiliates may exist that could adversely affect us.
Results for the Solasglas investment portfolio could differ from those of other funds managed by DME Advisors and its affiliates due to restrictions imposed by our investment guidelines and other factors. 38 Return to table of contents Potential conflicts of interest with DME Advisors and its affiliates may exist that could adversely affect us.
See “ —Risks Related to Our Solasglas Investment Strategy” and “—Risks Related to Our Innovations Strategy.” 27 Return to table of contents Further, our results of operations and financial condition may also be materially adversely affected by a challenging political climate, including events such as military actions, invasions, wars, civil unrest and terrorist activities and the imposition of sanctions and importation limitations.
See “— Risks Related to Our Solasglas Investment Strategy ” and “— Risks Related to Our Innovations Strategy .” Further, our results of operations and financial condition may also be materially adversely affected by a challenging political climate, including events such as military actions, invasions, wars, civil unrest and terrorist activities and the imposition of sanctions and importation limitations.
At December 31, 2024, GRIL was in compliance with the capital requirements required under the Irish Insurance Acts and Regulations.
At December 31, 2025, GRIL was in compliance with the capital requirements required under the Irish Insurance Acts and Regulations.
These performance compensation arrangements may incentivize DME Advisors to engage in transactions that focus on the potential for short-term gains rather than long-term growth or that are particularly risky or speculative. DME Advisors’ representatives’ service on boards and committees may place trading restrictions on our investments and may subject us to indemnification liability.
These performance compensation arrangements may incentivize DME Advisors to engage in transactions that focus on the potential for short-term gains rather than long-term growth or that are particularly risky or speculative. 39 Return to table of contents DME Advisors’ representatives’ service on boards and committees may place trading restrictions on our investments and may subject us to indemnification liability.
Such 37 Return to table of contents defaults could have a significant and negative effect on us and/or Solasglas and, correspondingly, our investment portfolio and our results of operations, financial condition, and cash flows. Solasglas effectuates short sales that subject our capital accounts to material and adverse loss potential.
Such defaults could have a significant and negative effect on us and/or Solasglas and, correspondingly, our investment portfolio and our results of operations, financial condition, and cash flows. Solasglas effectuates short sales that subject our capital accounts to material and adverse loss potential.
The tax laws and interpretations regarding whether an entity is engaged in a United States trade or business, is a CFC, has related party insurance income or is a PFIC are subject to change, possibly on a retroactive basis. New regulations or pronouncements interpreting or clarifying such rules may be forthcoming from the IRS.
The tax laws and interpretations regarding whether an entity is engaged in a United States trade or business, is a CFC, has related party insurance income or is a PFIC are subject to change, possibly on a retroactive basis. New 48 Return to table of contents regulations or pronouncements interpreting or clarifying such rules may be forthcoming from the IRS.
Following an initial investment in an entity, we may make additional investments in the entity as “follow-on” investments to: (1) increase or maintain in whole or in part our equity ownership percentage; (2) exercise warrants, options or convertible securities that we acquired in the original or subsequent financing or (3) attempt to preserve or enhance the value of our investment.
Following an initial investment in an entity, we may make additional investments in the entity as “follow-on” investments to: (1) increase or maintain in whole or in part our equity ownership percentage; (2) exercise warrants, options or convertible securities that we acquired in the original or subsequent financing; (3) protect our liquidation preference rights or (4) attempt to preserve or enhance the value of our investment.
We intend to operate our business with financial reserves and applicable insurance liabilities at levels that should not cause us to be deemed PFICs, although we cannot provide definitive assurance that we will be successful in structuring our operations to meet such levels nor can we ensure that the IRS will not successfully challenge our status.
We intend to operate our business with financial reserves and 46 Return to table of contents applicable insurance liabilities at levels that should not cause us to be deemed PFICs, although we cannot provide definitive assurance that we will be successful in structuring our operations to meet such levels nor can we ensure that the IRS will not successfully challenge our status.
In the case of securities 39 Return to table of contents ranking equally with our investments, we would have to share on an equal basis any distributions with other security holders in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant entity.
In the case of securities ranking equally with our investments, we would have to share on an equal basis any distributions with other security holders in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant entity.
The incidence and severity of catastrophes are inherently unpredictable, with climate change continuing to add to that inherent unpredictability as well as increasing the frequency and severity of events.
The incidence and severity of catastrophes are inherently unpredictable, with climate change continuing to add to such unpredictability as well as increasing the frequency and severity of events.
The reinsurance industry is highly competitive. We compete with major reinsurers, many of which have substantially greater financial, marketing, and management resources than we do, as well as smaller companies, other niche reinsurers, alternative risk providers (such as captives, catastrophe bonds and other forms of insurance linked securities), and Lloyd’s syndicates and their related entities.
We compete with major reinsurers, many of which have substantially greater financial, marketing, and management resources than we do, as well as smaller companies, other niche reinsurers, alternative risk providers (such as captives, catastrophe bonds and other forms of insurance linked securities), and Lloyd’s syndicates and their related entities.
At December 31, 2024, both Greenlight Re and Viridis Re were in compliance with their respective Capital Requirements - see Note 18 “ Statutory Requirements ” of the consolidated financial statements.
At December 31, 2025, both Greenlight Re and Viridis Re were in compliance with their respective Capital Requirements - see Note 19 “ Statutory Requirements ” of the consolidated financial statements.
We are not able to predict if, when or in what form such guidance will be provided and whether such guidance will have a retroactive effect. 45 Return to table of contents The TCJA may have a detrimental effect on the Company and its assets.
We are not able to predict if, when or in what form such guidance will be provided and whether such guidance will have a retroactive effect. The TCJA may have a detrimental effect on the Company and its assets.
To the extent any of our subsidiaries located in jurisdictions other than the Cayman Islands consider declaring dividends, such subsidiaries are required to comply with restrictions set forth under applicable law and regulations in such other jurisdictions.
To the extent any of our subsidiaries located in jurisdictions other than the Cayman Islands consider declaring dividends, such subsidiaries are required to comply with restrictions set forth under applicable law and regulations in such other jurisdictions. These restrictions could adversely impact the Company.
However, based both on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply including, for example, in circumstances in which those who control the company are perpetrating a “fraud on the minority.” A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed, and may have a direct right of action against us in circumstances where our Board of Directors exercise their powers for an improper purpose (or are about to exercise their powers for an improper purpose).
However, based both on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply including, for example, in circumstances in which those who control the company are perpetrating a “fraud on the minority.” A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed, and may have a direct right of action against us in circumstances where our Board of Directors exercise their powers for an improper purpose (or are about to exercise their powers for an improper purpose). 45 Return to table of contents Subject to limited exceptions, under Cayman Islands law, a minority shareholder may not bring a derivative action against our Board of Directors.
Note 8 “ Retrocession ” to the 30 Return to table of contents consolidated financial statements). The insolvency or inability or refusal of a retrocessionaire to make payments under the terms of its agreement with us could have an adverse effect on us because our obligations to our clients would remain.
Note 9 “ Retrocession ” to the consolidated financial statements). The insolvency or inability or refusal of a retrocessionaire to make payments under the terms of its agreement with us could have an adverse effect on us because our obligations to our clients would remain.
We cannot assure you that we will be able to refinance our indebtedness debt upon maturity on acceptable terms or at all. A shareholder may be required to sell its ordinary shares.
We cannot assure you that we will be able to refinance our indebtedness debt upon maturity on acceptable terms or at all. 43 Return to table of contents A shareholder may be required to sell its ordinary shares.
At December 31, 2024, we were in compliance with these investment guidelines.
At December 31, 2025, we were in compliance with these investment guidelines.
Best revised Greenlight Re’s outlooks to positive from stable. A.M. Best periodically reviews our ratings and may revise one or more of our ratings downward or revoke them at its sole discretion based primarily on its analysis of our balance sheet strength, operating performance, and business profile. Potential developments that may affect such an analysis include: ● if A.M.
Best periodically reviews our ratings and may revise one or more of our ratings downward or revoke them at its sole discretion based primarily on its analysis of our balance sheet strength, operating performance, and business profile. Potential developments that may affect such an analysis include: ● if A.M.
Neither the Uncommitted Citibank LC Facility nor the Uncommitted HSBC LC Facility are a committed facility, which means Citibank and HSBC can decide not to issue the LC under the respective facility when we attempt to draw upon it.
The Uncommitted Citibank LC Facility, Uncommitted HSBC LC Facility and Citibank FAL Facility are not committed facilities, which means Citibank and HSBC can decide not to issue the LC under the respective facility when we attempt to draw upon it.
Additional capital raised through the issuance of debt may result in creditors having rights, preferences, and privileges senior or otherwise superior to those of our ordinary shares. 26 Return to table of contents Competitors with greater resources may make it difficult for us to effectively market our products or offer our products at a profit.
Additional capital raised through the issuance of debt may result in creditors having rights, preferences, and privileges senior or otherwise superior to those of our ordinary shares. Competitors with greater resources may make it difficult for us to effectively market our products or offer our products at a profit. The reinsurance industry is highly competitive.
Management Discussion and Analysis of Financial Condition and Results of Operations”). These carrying values may differ significantly from those that would be used if we carried them at fair value. If we were required to liquidate all or a portion of these investments quickly, we could realize significantly less than the carrying value.
These carrying values may differ significantly from those that would be used if we carried them at fair value. If we were required to liquidate all or a portion of these investments quickly, we could realize significantly less than the carrying value.
As part of our risk management, from time to time, we seek to purchase reinsurance for certain liabilities we reinsure to mitigate the effect of a potential concentration of losses upon our financial condition. At December 31, 2024, total loss recoverables were $85.8 million, a majority of which are not collateralized (see Part II, Item 8.
As part of our risk management, from time to time, we seek to purchase reinsurance for certain liabilities we reinsure to mitigate the effect of a potential concentration of losses upon our financial condition. At December 31, 2025, total loss recoverables were $81.4 million, a majority of which were from highly-rated reinsurers and not collateralized (see Part II, Item 8.
GRIL, our Irish subsidiary, is required to comply with risk-based solvency requirements under the European legislation known as “Solvency II,” including calculating and maintaining a minimum capital requirement and solvency capital requirement. At December 31, 2024, GRIL’s minimum capital requirement and solvency capital requirement was approximately $9.9 million and $39.8 million, respectively.
GRIL, our Irish subsidiary, is required to comply with risk-based solvency requirements under the European legislation known as “Solvency II,” including calculating and maintaining a minimum capital requirement and solvency capital requirement. At December 31, 2025, GRIL’s minimum capital requirement and solvency capital requirement was approximately $10.3 million and $41.0 million, respectively.
On October 8, 2021, the OECD announced an accord endorsing and providing an implementation plan for a global minimum tax rate of at least 15% for large multinational corporations on a jurisdiction-by-jurisdiction basis, known as “Pillar Two.” While the Company is not currently aware of any definitive actions being taken in the Cayman Islands to implement a minimum tax, in Ireland, a bill implementing Pillar Two was signed into law on December 18, 2023, including an “undertaxed profit rule” that will come into effect in 2025.
On October 8, 2021, the OECD announced an accord endorsing and providing an implementation plan for a global minimum tax rate of at least 15% for large multinational corporations on a jurisdiction-by-jurisdiction basis, known as “Pillar Two.” While the Company is not currently aware of any definitive actions being taken in the Cayman Islands to implement a minimum tax, Ireland and the United Kingdom have enacted legislation implementing Pillar Two, including an “undertaxed profit rule” that came into effect in both countries in 2025.
Further, such catastrophes could impact the affordability and availability of homeowners insurance, which could impact pricing. Additionally, increases in the value and geographic concentration of insured property, particularly along coastal regions, could cause the cost of such losses to increase. Catastrophic losses are a function of the insured exposure in the affected area and the event’s severity.
Additionally, increases in the value and geographic concentration of insured property, particularly along coastal regions, could cause the cost of such losses to increase. Catastrophic losses are a function of the insured exposure in the affected area and the event’s severity.
In addition to the CIBC LOC facility entered in late 2023, we expanded the available letters of credit facilities by adding the Uncommitted HSBC LC Facility and the Uncommitted Citibank LC Facility in late 2024. (see Note 16 “ Commitments and Contingencies - Letters of Credit and Trusts ” of the consolidated financial statements).
In addition to the CIBC LC facility entered in late 2023, we expanded the available letters of credit facilities by adding the Uncommitted HSBC LC Facility and the Uncommitted Citibank LC Facility in late 2024 and the Citibank FAL Facility in 2025 (see Note 10 “ Debt and Credit Facilities ” of the consolidated financial statements).
These restrictions could adversely impact the Company. 33 Return to table of contents We are subject to the risk of possibly becoming an investment company under U.S. federal securities law. In the United States, the Investment Company Act regulates certain companies that invest in or trade securities.
We are subject to the risk of possibly becoming an investment company under U.S. federal securities law. In the United States, the Investment Company Act regulates certain companies that invest in or trade securities.
We expect that similar provisions will also be included in future contracts. Whether a client would exercise such cancellation rights would likely depend on, among other things, the prevailing market conditions, the degree of unexpired coverage, and the pricing and availability of replacement reinsurance coverage. We cannot predict how many of our clients would ultimately exercise such rights.
Whether a client would exercise such cancellation rights would likely depend on, among other things, the prevailing market conditions, the degree of unexpired coverage, and the pricing and availability of replacement reinsurance coverage. We cannot predict how many of our clients would ultimately exercise such rights.
Further, even if the Company did eventually meet the applicable threshold due to continued revenue growth or otherwise, then given the size and structure of the Company, the Company may be eligible to meet an initial phase transitional safe harbor provided for in the model rules of the accord (and incorporated into the Irish and UK legislation), which provides relief from taxation under the accord for a period of up to five additional years after the Company comes within the scope of the rules.
Further, even if the Company did eventually meet the applicable 49 Return to table of contents threshold due to meeting the revenue test in at least two fiscal years within a four-year period, then given the size and structure of the Company, the Company may be eligible to meet an initial phase transitional safe harbor provided for in the model rules of the accord (and incorporated into the Irish and UK legislation), which provides relief from taxation under the undertaxed profit rule for a period of up to five additional years after the Company comes within the scope of the rules.
Claims from catastrophic events could cause substantial volatility in our financial results for any fiscal quarter or year and could materially and adversely affect our business, financial condition and results of operations. 29 Return to table of contents Finally, given the scientific uncertainty of predicting the effect of climate cycles and global climate change on the frequency and severity of natural catastrophes and the lack of adequate predictive tools, we may not be able to adequately model the associated exposures and potential losses in connection with such catastrophes which could have a material adverse effect on our business, financial condition or operating results.
Finally, given the scientific uncertainty of predicting the effect of climate cycles and global climate change on the frequency and severity of natural catastrophes and the lack of adequate predictive tools, we may not be able to adequately model the associated exposures and potential losses in connection with such catastrophes which could have a material adverse effect on our business, financial condition or operating results.
We cannot assure you that we will be able to compete successfully in the reinsurance market. Our failure to compete effectively could materially and adversely affect our financial condition and results of operations, and may increase the likelihood that we will be deemed a passive foreign investment company or an investment company.
Our failure to continue to compete effectively could materially and adversely affect our financial condition and results of 27 Return to table of contents operations, and may increase the likelihood that we will be deemed a passive foreign investment company or an investment company.
Our reinsurance balances receivable from brokers and cedents at December 31, 2024 totaled $704.5 million, which included premiums, ceding commissions receivable, and funds at Lloyd’s, a majority of which are not collateralized (see Part II, Item 8. Note 16. “ Commitments and Contingencies ” to the consolidated financial statements).
Our reinsurance balances receivable from brokers and cedents at December 31, 2025 totaled $664.4 million, which included premiums, funds withheld balances (including FAL), and profit commission receivable, a majority of which are not collateralized (see Part II, Item 8. Note 17. “ Commitments and Contingencies ” to the consolidated financial statements).
Any such suspension or revocation of our license would negatively impact our reputation in the (re)insurance marketplace, could have a material adverse effect on any potential license application and would materially and adversely affect our business, financial condition and results of operations. 32 Return to table of contents CIMA and the CBI may take a number of actions, including suspending or revoking a reinsurance license whenever the regulatory body believes that a licensee is or may become unable to meet its financial obligations, is carrying on business in a manner likely to be detrimental to the public interest or the interest of its creditors or policyholders, has contravened the terms of the Act, or has otherwise behaved in such a manner so as to cause such regulatory body to call into question the licensee’s fitness to conduct regulated activity.
CIMA and the CBI may take a number of actions, including suspending or revoking a reinsurance license whenever the regulatory body believes that a licensee is or may become unable to meet its financial obligations, is carrying on business in a manner likely to be detrimental to the public interest or the interest of its creditors or policyholders, has contravened the terms of the Act, or has otherwise behaved in such a manner so as to cause such regulatory body to call into question the licensee’s fitness to conduct regulated activity.
If we were to become subject to taxation in the Cayman Islands, our financial condition and results of operations could be materially and adversely affected. We may be subject to United States federal income taxation.
If we were to become subject to taxation in the Cayman Islands, our financial condition and results of operations could be materially and adversely affected. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
The effects of cyclicality could materially and adversely affect our financial condition and results of operations. 28 Return to table of contents Modeling risks are inherent in our business. We believe that our modeling is critical to our business. We utilize modeling tools to facilitate the pricing, reserving, and risk management of our reinsurance portfolio.
The exercise of such rights in the aggregate could significantly affect our financial condition, results of operations, and our underwriting capacity. Modeling risks are inherent in our business. We believe that our modeling is critical to our business. We utilize modeling tools to facilitate the pricing, reserving, and risk management of our reinsurance portfolio.
To the extent climate change produces extreme changes in temperatures and weather patterns, it could impact the frequency or severity of weather including, but not limited to, hurricanes, tornadoes, freezes, droughts, other storms, and wildfires. These changes in weather patterns could also affect the frequency and severity of other natural catastrophe events to which we may be exposed.
To the extent climate 26 Return to table of contents change produces extreme changes in temperatures and weather patterns, it could impact the frequency or severity of weather including, but not limited to, hurricanes, tornadoes, freezes, droughts, other storms, and wildfires.
Our information technology and application systems have been an important part of our underwriting process and our ability to compete successfully. We have also licensed certain systems and data from third parties. We cannot be certain that we will have access to these service providers or that our information technology or application systems will continue to operate as intended.
Our information technology and application systems have been an important part of our underwriting process and our ability to compete successfully. We have also licensed certain systems and data from third parties.
For the Open Market segment, our four largest brokers each accounted for more than 10% of our gross written premiums, and in the aggregate, they accounted for approximately 73.3% of the segment’s gross premiums written in 2024. For the Innovations segment, we had two customer that accounted for 37.8% of the segment’s gross premiums written in 2024.
For the Open Market segment, our four largest brokers each accounted for more than 10% of our gross written premiums, and in the aggregate, they accounted for approximately 70.5% of the segment’s gross premiums written in 2025. For the Innovations segment, we had six customers that accounted for 53.6% of the segment’s gross premiums written in 2025.
While these global minimum tax rules are not expected to apply to the Company as currently proposed and being implemented in jurisdictions applicable to the Company’s operations, due to the Company’s revenues currently falling below the proposed annual revenue threshold, adjustments to the threshold or continued growth of the Company’s revenues could impact the Company in future periods.
While these global minimum tax rules are not expected to apply to the Company in 2026 as currently proposed and being implemented in jurisdictions applicable to the Company’s operations, due to the Company’s revenues currently falling below the applicable revenue threshold test (that tests meeting the annual €750 million revenue threshold for at least two of the four fiscal years immediately preceding the tested fiscal year), adjustments to the threshold or continued growth of the Company’s revenues could impact the Company’s Pillar Two position in future periods beyond 2026.
Accordingly, his involvement as a member of the Boards of Directors of Greenlight Capital Re and Greenlight Re may lead to a conflict of interest. 36 Return to table of contents DME Advisors and its affiliates may also manage accounts whose advisory fee schedules, investment objectives, and policies differ from those of Solasglas, which may cause DME Advisors and its affiliates to effect trading in one account that may have an adverse effect on another account, including Solasglas.
DME Advisors and its affiliates may also manage accounts whose advisory fee schedules, investment objectives, and policies differ from those of Solasglas, which may cause DME Advisors and its affiliates to effect trading in one account that may have an adverse effect on another account, including Solasglas.
Our level of debt may have an adverse impact on our liquidity, restrict our current and future operations, particularly our ability to respond to business opportunities, and increase our vulnerability to adverse economic and industry conditions. At December 31, 2024, we had $60.7 million of debt outstanding that matures on August 1, 2026.
Our level of debt may have an adverse impact on our liquidity, restrict our current and future operations, particularly our ability to respond to business opportunities, and increase our vulnerability to adverse economic and industry conditions.
See “ — Risks Relating to Insurance and Other Regulations – Any suspension or revocation of our reinsurance licenses would materially and adversely impact our ability to do business and implement our business strategy .” Greenlight Re’s A.M. Best rating of “A- (Excellent)” is the fourth highest of 15 financial strength ratings that A.M. Best issues. In October 2024, A.M.
See “ — Risks Relating to Insurance and Other Regulations – Any suspension or revocation of our reinsurance licenses would materially and adversely impact our ability to do business and implement our business strategy. ” A.M. Best’s current rating for Greenlight Re is “A (Excellent”) and the outlook is stable. A.M.
If we lose or are unable to retain or implement succession plans for our senior management and other key personnel, our ability to implement our business strategy could be delayed or hindered, which, in turn, could materially and adversely affect our business, financial condition and results of operations.
In addition, we cannot assure you that we will be able to increase existing credit facilities or add additional credit facilities in the future on favorable terms or at all. 32 Return to table of contents If we lose or are unable to retain or implement succession plans for our senior management and other key personnel, our ability to implement our business strategy could be delayed or hindered, which, in turn, could materially and adversely affect our business, financial condition and results of operations.
We may 38 Return to table of contents not be able to sell timely, or at all, illiquid holdings of early-stage companies facing significant challenges operationally and financially subsequent to our initial investment (see below “ Investments in privately held early-stage companies involve significant risks ”).
As such, there is a high liquidity risk due to the lack of active markets. We may not be able to sell timely, or at all, illiquid holdings of early-stage companies facing significant challenges operationally and financially subsequent to our initial investment (see below “Investments in privately held early-stage companies involve significant risks” ).
The 34 Return to table of contents MAA includes amendments that provide for a specific administrative fines framework whereby CIMA has been granted the power to issue monetary penalties of up to 1 million Cayman Islands Dollars for a very serious breach.
The MAA includes amendments that provide for a specific administrative fines framework whereby CIMA has been granted the power to issue monetary penalties of up to 1 million Cayman Islands Dollars for a very serious breach. 36 Return to table of contents In addition, governmental authorities worldwide have become increasingly interested in potential risks posed by the insurance industry as a whole, and to the commercial and financial systems in general.
Our results of operations and financial condition depend upon our ability to accurately assess the potential losses and loss adjustment expenses associated with the risks we reinsure.
Accordingly, our short-term results of operations may not be indicative of our long-term prospects. If our losses and LAE greatly exceed our loss reserves, our financial condition may be materially and adversely affected. Our results of operations and financial condition depend upon our ability to accurately assess the potential losses and loss adjustment expenses associated with the risks we reinsure.
As a result, an entity may make decisions that could decrease the value of our investment. Our Innovations investments are in entities that may be highly leveraged. Some of our Innovations investments are made in entities that may be highly leveraged, which may have adverse consequences for those companies and for us as a shareholder.
As a result, an entity may make decisions that could decrease the value of our investment. 42 Return to table of contents Our Innovations investments are in entities that may be highly leveraged.
We do not intend to declare and pay dividends on our ordinary shares for the foreseeable future. Therefore, you are not likely to receive any dividends on your ordinary shares for the foreseeable future. The success of an investment in our ordinary shares will depend upon any future appreciation in their value.
Therefore, you are not likely to receive any dividends on your ordinary shares for the foreseeable future. The success of an investment in our ordinary shares will depend upon any future appreciation in their value. There is no guarantee that our ordinary shares will appreciate in value or even maintain the price at which our shareholders have purchased their shares.
Greenlight Capital Re, Greenlight Re and Viridis Re are incorporated under the laws of the Cayman Islands, and GRIL is incorporated under the laws of Ireland.
Risks Relating to Taxation We may be subject to United States federal income taxation. Greenlight Capital Re, Greenlight Re and Viridis Re are incorporated under the laws of the Cayman Islands, and GRIL is incorporated under the laws of Ireland.
In the United Kingdom, legislation implementing an “undertaxed profit rule” under Pillar Two with effect as of 2025 was included in the Finance Bill 2024-2025. If the Cayman Islands does not adopt a minimum tax, the undertaxed profits rule may allow Irish or United Kingdom tax authorities to collect more tax from our Irish or United Kingdom companies.
If the Cayman Islands does not adopt a minimum tax, the undertaxed profits rule may allow Irish or United Kingdom tax authorities to collect more tax from our Irish or United Kingdom companies.
In addition, under Cayman Islands laws, Mr. Einhorn is not legally restricted from making decisions with respect to Greenlight Re’s investment guidelines.
In addition, under Cayman Islands laws, Mr. Einhorn is not legally restricted from making decisions with respect to Greenlight Re’s investment guidelines. Accordingly, his involvement as a member of the Boards of Directors of Greenlight Capital Re and Greenlight Re may lead to a conflict of interest.
Our ability to implement our business strategy could be adversely affected by Cayman Islands employment restrictions.
Our ability to implement our business strategy could be adversely affected by Cayman Islands employment restrictions. Compliance with Cayman Islands’ immigration requirements may adversely impact a company’s ability to meet its business goals.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOther members of the ITSC hold relevant qualifications and collectively, the ITSC has substantial experience and expertise in cybersecurity, risk, strategy, and management. The ITSC meets at least quarterly to discuss and approve IT and Cybersecurity matters.
Biggest changeOther members of the ITSC hold relevant qualifications and collectively, the ITSC has substantial experience and expertise in cybersecurity, risk, strategy, and management. 50 Return to table of contents The ITSC meets at least quarterly to discuss and approve IT and Cybersecurity matters.
The ITSC reports to the Board and Audit Committee, is chaired by our Head of IT and Software Development (“Head of IT”), and has our CISO, CFO, COO, and SEC Reporting Officer as some of its members.
The ITSC reports to the Board and Audit Committee, is chaired by our Head of IT and Software Development (“Head of IT”), and has our CISO, CFO, COO, and Chief Accounting Officer as some of its members.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeWe believe that our office space is sufficient for us to conduct our operations for the foreseeable future. For further discussion of our lease commitments at December 31, 2024, refer to Note 16 “ Commitments and Contingencies ” of the consolidated financial statements. 47 Return to table of contents
Biggest changeWe believe that our office space is sufficient for us to conduct our operations for the foreseeable future. For further discussion of our lease commitments at December 31, 2025, refer to Note 17 “ Commitments and Contingencies ” of the consolidated financial statements.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+2 added−0 removed7 unchanged
Biggest changeAny dividends we pay will be declared and paid in U.S. dollars. 48 Return to table of contents Performance Graph Presented below is a line graph comparing the yearly change in the cumulative total shareholder return on our ordinary shares for the five year period commencing December 31, 2019 through December 31, 2024 against the total return index for the Russell 2000 Index, or RUT, and the S&P 500 Property & Casualty Insurance Index, or S&P Insurance Index, for the same period.
Biggest changePerformance Graph Presented below is a line graph comparing the yearly change in the cumulative total shareholder return on our ordinary shares for the five year period commencing December 31, 2020 through December 31, 2025 against the total return index for the Russell 2000 Index, or RUT, and the S&P 500 Property & Casualty Insurance Index, or S&P Insurance Index, for the same period.
Although Greenlight Capital Re is not subject to any significant legal prohibitions on the payment of dividends, Greenlight Re and GRIL are subject to regulatory constraints that affect their ability to pay dividends and include minimum net worth requirements. At December 31, 2024, Greenlight Re and GRIL both exceeded the minimum statutory capital requirements.
Although Greenlight Capital Re is not subject to any significant legal prohibitions on the payment of dividends, Greenlight Re and GRIL are subject to regulatory constraints that affect their ability to pay dividends and include minimum net worth requirements. At December 31, 2025, Greenlight Re and GRIL both exceeded the minimum statutory capital requirements.
The performance graph assumes $100 invested on December 31, 2019 in the ordinary shares of Greenlight Capital Re, the RUT and the S&P Insurance Index. The performance graph also assumes that all dividends are reinvested. The performance reflected in the graph above is not necessarily indicative of future performance.
The performance graph assumes $100 invested on December 31, 2020 in the ordinary shares of Greenlight Capital Re, the RUT and the S&P Insurance Index. The performance graph also assumes that all dividends are reinvested. 52 Return to table of contents The performance reflected in the graph above is not necessarily indicative of future performance.
On March 7, 2025, there were 67 holders of record of our ordinary shares. This figure does not include the beneficial owners of our ordinary shares held in “street name” or held through participants in depositories, such as the Depository Trust Company. Dividends Since inception, we have not paid any cash dividends on our ordinary shares.
This figure does not include the beneficial owners of our ordinary shares held in “street name” or held through participants in depositories, such as the Depository Trust Company. Dividends Since inception, we have not paid any cash dividends on our ordinary shares.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers Refer to Note 10 “ Share Capital ” of the consolidated financial statements for a summary of our share repurchase plan (the “Plan”). There were no share repurchases made during the quarter ended December 31, 2024.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers Refer to Note 11 “ Share Capital ” of the consolidated financial statements for a summary of our share repurchase plan (the “Plan”). We had the following share repurchases during the quarter ended December 31, 2025.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and number of holders Our ordinary shares are listed on the Nasdaq Global Select Market under the symbol “GLRE.” During 2023, we eliminated our dual-class share structure (see Note 10 “ Share Capital ” of the consolidated financial statements).
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and number of holders Our ordinary shares are listed on the Nasdaq Global Select Market under the symbol “GLRE.” 51 Return to table of contents On February 28, 2026, there were 69 holders of record of our ordinary shares.
Added
Any dividends we pay will be declared and paid in U.S. dollars.
Added
Shares Purchased Under Publicly Announced Repurchase Program Period Number of Shares Purchased Average Price per Share Maximum Dollar Amount Still Available Under Share Repurchase Plan Beginning balance $ 23,000,012 October 1 - 31, 2025 — $ — 23,000,012 November 1 - 30, 2025 — $ — 23,000,012 December 1 - 31, 2025 201,517 $ 14.02 20,175,382 Total 201,517 $ 14.02 53 Return to table of contents During Q4 2025, we repurchased 201,517 ordinary shares at an average price of $14.02 per share, for a total of $2.8 million.

Item 7. Management's Discussion & Analysis

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

93 edited+45 added−39 removed60 unchanged
Biggest changeInnovations Segment Results for the Innovations segment were as follows: Year ended December 31, 2024 % Change 2023 % Change 2022 Gross premiums written $ 94,725 6.9 % $ 88,602 74.6 % $ 50,739 Net premiums written $ 80,016 (4.3) % $ 83,608 76.7 % $ 47,328 Net premiums earned $ 86,352 20.3 % $ 71,769 116.3 % $ 33,184 Net loss and LAE incurred (51,939) (44,855) (23,151) Acquisition costs (27,151) (22,381) (11,111) Other underwriting expenses (3,682) (2,760) (1,946) Underwriting income (loss) 3,580 1,773 (3,024) Net investment income 702 (74.3) % 2,732 (72.3) % 9,869 Corporate and other expenses (2,445) (20.6) % (3,080) (10.8) % (3,452) Income before income taxes $ 1,837 $ 1,425 $ 3,393 Underwriting ratios: 2024 % Point Change 2023 % Point Change 2022 Loss ratio 60.1 % (2.4) % 62.5 % (7.3) % 69.8 % Acquisition cost ratio 31.4 % 0.2 % 31.2 % (2.3) % 33.5 % Composite ratio 91.5 % (2.2) % 93.7 % (9.6) % 103.3 % Underwriting expenses ratio 4.3 % 0.5 % 3.8 % (2.1) % 5.9 % Combined ratio 95.8 % (1.7) % 97.5 % (11.7) % 109.2 % Gross Premiums Written Gross premiums written by line of business were as follows: % Change 2024 2023 2022 2024 to 2023 2023 to 2022 Casualty $ 24,843 26.2 % $ 19,447 21.9 % $ 5,653 11.1 % 27.7 % 244.0 % Financial 7,800 8.2 % 6,955 7.8 % 2,617 5.2 % 12.1 % 165.8 % Health 4,631 4.9 % 3,998 4.5 % 7,201 14.2 % 15.8 % (44.5) % Multiline 47,311 49.9 % 50,490 57.0 % 30,816 60.7 % (6.3) % 63.8 % Specialty 10,140 10.8 % 7,712 8.8 % 4,452 8.8 % 31.5 % 73.2 % Total $ 94,725 100.0 % $ 88,602 100.0 % $ 50,739 100.0 % 6.9 % 74.6 % Gross premiums written in 2024 increased by $6.1 million or 6.9%, compared to 2023.
Biggest changeIncome before income taxes Income before income taxes for the Open Market segment was $69.7 million for 2025, compared to $47.7 million in 2024, driven predominantly by strong underwriting profits; partially offset by lower net investment income. 62 Return to table of contents Innovations Segment Results for the Innovations segment were as follows: Year ended December 31 2025 2024 % Change Gross premiums written $ 121,598 $ 94,725 28 % Net premiums written $ 90,233 $ 80,016 13 % Net premiums earned $ 85,626 $ 86,352 (1) % Net loss and LAE incurred (51,472) (51,939) Acquisition costs (26,818) (27,151) Other underwriting expenses (7,513) (3,682) Underwriting income (loss) (177) 3,580 Net investment income (10,064) 702 Corporate and other expenses (2,703) (2,445) 11 % Income (loss) before income taxes $ (12,944) $ 1,837 Underwriting ratios: 2025 2024 % Point Change Loss ratio 60.1 % 60.1 % — Acquisition cost ratio 31.3 % 31.4 % (0.1) Composite ratio 91.4 % 91.5 % (0.1) Underwriting expenses ratio 8.8 % 4.3 % 4.5 Combined ratio 100.2 % 95.8 % 4.4 Gross Premiums Written Gross premiums written by line of business within our Innovations segment were as follows: Year ended December 31 2025 2024 Change Casualty $ 31,378 26 % $ 24,843 26 % $ 6,535 Financial 9,781 8 % 7,800 8 % 1,981 Health 9,087 7 % 4,631 5 % 4,456 Multiline 58,733 48 % 47,311 50 % 11,422 Specialty 12,619 10 % 10,140 11 % 2,479 Total $ 121,598 100 % $ 94,725 100 % $ 26,873 Gross premiums written in 2025 increased by $26.9 million, or 28%, compared to 2024.
Our reinsurance business inherently provides liquidity as premiums are received in advance of the time claims are paid. However, the amount of cash required to fund loss payments can fluctuate significantly from period to period due to the low frequency / high severity nature of certain types of business we write.
Our reinsurance business inherently provides liquidity as premiums are received in advance of the time claims are paid. However, the amount of cash required to fund loss payments can fluctuate significantly from period to period due to the low frequency / high severity nature of certain types of reinsurance business we write.
We estimate our reserves for these large events on a by-contract basis by reviewing policies with known or potential exposure to a particular loss event. For non-catastrophe losses, we apply standard actuarial methodologies in setting reserves, including paid and incurred loss development, Bornheutter-Ferguson, burning cost, and frequency and severity techniques.
Specifically for catastrophe losses, we estimate our reserves for these large events on a by-contract basis by reviewing policies with known or potential exposure to a particular loss event. For non-catastrophe losses, we apply standard actuarial methodologies in setting reserves, including paid and incurred loss development, Bornheutter-Ferguson, burning cost, and frequency and severity techniques.
Corporate and other expenses consist primarily of compensation costs related to non-underwriting activities, including Innovations related investments and corporate personnel. Additionally, these also include professional fees (non-claim related), travel and entertainment, information technology, rent, and other general operating costs, net of an allocation to underwriting expenses.
Corporate and other expenses consist primarily of compensation costs related to non-underwriting activities, including Innovations related investments and corporate personnel. Additionally, these also include professional fees (non-claim related), director compensation, travel and entertainment, information technology, rent, and other general operating costs, net of an allocation to underwriting expenses.
The minimum and deposit premium is generally based on an estimate of subject premiums expected to be written by the client during the contract term. At the inception of the contract, we record the total contractual minimum and deposit premium, which is subsequently adjusted when the actual subject premium is known.
The minimum deposit premium is generally based on an estimate of subject premiums expected to be written by the client during the contract term. At the inception of the contract, we record the total contractual minimum deposit premium, which is subsequently adjusted when the actual subject premium is known.
The recognition of gross premiums written will vary based on the type of the reinsurance contract as follows: • Excess of loss contracts : typically the contracts state premiums as a percentage of the subject premiums written by the client, subject to a minimum and deposit premium.
The recognition of gross premiums written will vary based on the type of the reinsurance contract as follows: • Excess of loss contracts : typically the contracts state premiums as a percentage of the subject premiums written by the client, subject to a minimum deposit premium.
The change is also influenced by the amount and timing of net premiums written during the current year and prior years, coupled with the business mix written in the form of excess of loss versus proportional contracts.
The change is influenced by the amount and timing of net premiums written during the current year and prior years, coupled with the business mix written in the form of excess of loss versus proportional contracts.
Investments Valuation We carry our investment in Solasglas at fair value, based on the most recent net asset value obtained from Solasglas’ third-party administrator.
Investments Valuation We carry our investment in Solasglas at fair value, based on the most recent net asset value (“NAV”) obtained from Solasglas’ third-party administrator.
Please refer to Notes 2 “ Significant Accounting Policies - Loss and Loss Adjustment Expense Reserves and Recoverable ” and 7 “ Loss and Loss Adjustment Expense Reserves ” of our consolidated financial statements for a more detailed explanation of our loss reserving methodology and the loss development tables by accident year, respectively, as required under U.S. GAAP.
Please refer to Notes 2 “ Significant Accounting Policies - Loss and Loss Adjustment Expense Reserves and Recoverable ” and 8 “ Loss and Loss Adjustment Expense Reserves ” of our consolidated financial statements for a more detailed explanation of our loss reserving methodology and the loss development tables by accident year, respectively, as required under U.S. GAAP.
We determine realized gains and losses from other investments based on the specific identification method (by reference to cost or amortized cost, as appropriate). These gains and losses are also included in “Net investment income (loss)” in the consolidated statements of operations. 71 Return to table of contents
We determine realized gains and losses 75 Return to table of contents from other investments based on the specific identification method (by reference to cost or amortized cost, as appropriate). These gains and losses are also included in “Net investment income (loss)” in the consolidated statements of operations.
Investments in Solasglas DME Advisors reports the composition of Solasglas’ portfolio on a delta-adjusted basis, which it believes is the appropriate manner to assess the exposure and profile of investments and reflects how it manages the portfolio. An option’s delta is the option price’s sensitivity to the underlying stock (or commodity) price.
DME Advisors reports the composition of Solasglas’ portfolio on a delta-adjusted basis, which it believes is the appropriate manner to assess the exposure and profile of investments and reflects how it manages the portfolio. An option’s delta is the option price’s sensitivity to the underlying stock (or commodity) price.
In addition to the above capital, we also have LOC facilities to support our reinsurance business operations where we are not licensed or admitted as a reinsurer (see Note 9 “ Debt and Credit Facilities ” of the consolidated financial statements for further information).
In addition to the above capital, we also have LOC facilities to support our reinsurance business operations where we are not licensed or admitted as a reinsurer (see Note 10 “ Debt and Credit Facilities ” of the consolidated financial statements for further information).
See Note 7 “ Loss and Loss Adjustment Expense Reserves ” of the consolidated financial statements for a summary of changes in outstanding loss and LAE reserves, current year CAT losses, prior period reserve development, and analysis of our incurred and paid claims development and claims duration for each of our reporting segments.
See Note 8 “ Loss and Loss Adjustment Expense Reserves ” of the consolidated financial statements for a summary of changes in outstanding loss and LAE reserves, current year CAT losses, prior period reserve development, and analysis of our incurred and paid claims development and claims duration for each of our reporting segments.
Our goal is to build long-term shareholder value by providing risk management solutions to the insurance, reinsurance, and other risk marketplaces. Refer to “ Part 1, Item 1. Business ” for additional information.
Our goal is to build long-term shareholder value by providing risk management solutions to the insurance, reinsurance, and other risk marketplaces. Refer to “Part 1, Item 1. Business ” for additional information.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management’s discussion and analysis (“MD&A”) of the financial condition and results of operations for the years ended December 31, 2024, and 2023.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management’s discussion and analysis (“MD&A”) of the financial condition and results of operations for the years ended December 31, 2025, and 2024.
Refer to Note 7 Loss and LAE Reserves to the consolidated financial statements for further details on the lines of business and prior year development.
Refer to Note 8 Loss and LAE Reserves to the consolidated financial statements for further details on the lines of business and prior year development.
The change is also influenced by the amount and timing of net premiums written during the current year and prior years, coupled with the business mix written in the form of excess of loss versus proportional contracts.
This is influenced by the amount and timing of net premiums written during the current year and prior years, coupled with the business mix written in the form of excess of loss versus proportional contracts.
The following table presents a reconciliation of the fully diluted book value per share to basic book value per share (the most directly comparable U.S. GAAP financial measure): December 31, 2024 December 31, 2023 December 31, 2022 Numerator for basic and fully diluted book value per share: Total equity as reported under U.S.
The following table presents a reconciliation of the fully diluted book value per share to basic book value per share (the most directly comparable U.S. GAAP financial measure): At December 31, 2025 2024 Numerator for basic and fully diluted book value per share: Total equity as reported under U.S.
Under this methodology, a total return swap’s exposure is reported at its full notional amount and options are reported at their delta-adjusted basis. At December 31, 2024, Solasglas’ exposure to gold on a delta-adjusted basis was 10.1% (2023: 11.2%).
Under this methodology, a total return swap’s exposure is reported at its full notional amount and options are reported at their delta-adjusted basis. At December 31, 2025, Solasglas’ exposure to gold on a delta-adjusted basis was 11.9% (2024: 10.1%).
Operating Subsidiaries Our sources of funds from operating subsidiaries consist primarily of premium receipts (net of brokerage and ceding commissions), investment income, and other income. We use cash from our operations to pay losses and loss adjustment expenses, profit commissions, interest, and G&A expenses.
Operating Subsidiaries Our sources of funds from operating subsidiaries consist primarily of premium receipts (net of brokerage and ceding commissions), investment income, and other income. We use cash from our operations to pay losses and loss 69 Return to table of contents adjustment expenses, profit commissions, interest, and G&A expenses.
However, to provide us with flexibility and timely access to public capital markets should we require additional capital for working capital, capital expenditures, acquisitions, or other general corporate purposes, we have renewed our $200.0 million shelf registration by filing the Form S-3 registration statement with the SEC, which became effective on July 5, 2024, and will expire on July 1, 2027.
However, to provide us with flexibility and timely access to public capital markets should we require additional capital for working capital, capital expenditures, acquisitions, or other general corporate purposes, we have a $200.0 million shelf registration (Form S-3 registration statement) filed with the SEC, which became effective on July 5, 2024, and will expire on July 1, 2027.
The ability to pay dividends and/or distributions is limited by: • the applicable laws and regulations of the countries in which Greenlight Capital Re’s subsidiaries operate (see Note 18 “ Statutory Requirements ” to the consolidated financial statements); • the need to maintain adequate capital levels to support our reinsurance operations; and 64 Return to table of contents • the need to preserve our current “A- (Excellent)” rating by A.M.
The ability to pay dividends and/or distributions is limited by: • the applicable laws and regulations of the countries in which Greenlight Capital Re’s subsidiaries operate (see Note 19 “ Statutory Requirements ” to the consolidated financial statements); • the need to maintain adequate capital levels to support our reinsurance operations; and • the need to preserve our current “A (Excellent)” rating by A.M.
Premium Recognition Gross Premiums Written We record our property and casualty reinsurance premiums as premiums written based on our best estimate of the ultimate premiums for the contract period. Our estimates are based on actuarial pricing models, information received from ceding companies, and from Lloyd’s syndicates (for FAL business).
Premium Recognition Gross Premiums Written We record our property and casualty reinsurance premiums as premiums written based on our best estimate of the ultimate premiums for the contract period. Our estimates are based on actuarial pricing models, information 71 Return to table of contents received from ceding companies, and from Lloyd’s syndicates (for FAL business).
Such review includes our experience with the ceding companies, managing general underwriters, familiarity with each market, the timing of the reported information, a comparison of reported premiums to 67 Return to table of contents expected ultimate premiums, along with a review of the aging and collection of premiums.
Such review includes our experience with the ceding companies, managing general underwriters, familiarity with each market, the timing of the reported information, a comparison of reported premiums to expected ultimate premiums, along with a review of the aging and collection of premiums.
These procedures are incorporated in our internal controls and are regularly evaluated and amended as market conditions, risk factors, and unanticipated areas of exposure develop. We engage an independent third-party actuarial firm to perform a quarterly reserve review and annually opine on the reasonableness and adequacy of the aggregate loss reserves.
These procedures are incorporated in our internal controls and are regularly evaluated and amended as market conditions, risk factors, and unanticipated areas of exposure develop. 74 Return to table of contents We engage an independent third-party actuarial firm to perform a reserve review and opine on the reasonableness and adequacy of the aggregate loss reserves.
The nature and extent of our judgment in the reserving process depend in part upon the type of business. Some of our property treaty reinsurance contracts represent business with a low frequency of claims occurrence and a high potential loss severity, such as claims arising from natural catastrophes.
The nature and extent of our judgment in the reserving process depend in part upon the type of business. Some of our contracts represent business with a low frequency of claims occurrence and a high potential loss severity, such as claims arising from natural catastrophes and large loss events.
We use the following non-GAAP financial measure in this Annual Report. Fully Diluted Book Value Per Share Our primary financial goal is to increase fully diluted book value per share over the long term. We use fully diluted book value as a financial measure in our incentive compensation plan.
We use the following non-GAAP financial measure in this Annual Report. 56 Return to table of contents Fully Diluted Book Value Per Share Our primary financial goal is to increase fully diluted book value per share over the long term. We use fully diluted book value as a financial measure in our incentive compensation plan.
For the years ended December 31, 2024, 2023, and 2022, we incurred an underwriting loss of $16.8 million, $18.4 million, and $6.0 million, respectively, including prior year adverse development of $6.2 million, $7.2 million, and $0.9 million, respectively. This was partially offset by investment income of $1.4 million, $2.3 million, and $0.1 million, respectively, relating to this runoff business.
For the years ended December 31, 2025, and 2024, we incurred an underwriting loss of $1.8 million, and $16.8 million respectively, including prior year adverse development of $2.0 million and $6.2 million, respectively. This was partially offset by investment income of $1.0 million and $1.4 million, respectively, relating to this runoff business.
GAAP measure, which in our view is the basic book value per share. 52 Return to table of contents We calculate basic book value per share as (a) ending shareholders' equity, divided by (b) the total ordinary shares issued and outstanding, as reported in the consolidated financial statements.
GAAP measure, which in our view is the basic book value per share. We calculate basic book value per share as (a) ending shareholders' equity, divided by (b) the total ordinary shares issued and outstanding, as reported in the consolidated financial statements.
See Note 8 “ Retrocession ” of the consolidated financial statements for a description of the credit risk associated with our retrocessionaires. 63 Return to table of contents Catastrophe Loss Exposure Most of our contracts have defined limits of liability that cap our risk exposure. Once these limits are reached, we are not liable for further losses.
See Note 9 “ Retrocession ” of the consolidated financial statements for a description of the credit risk associated with our retrocessionaires. Catastrophe Loss Exposure Most of our contracts have defined limits of liability that cap our risk exposure. Once these limits are reached, we are not liable for further losses.
The following table provides a breakdown of the gross and net investment return for Solasglas: 61 Return to table of contents 2024 2023 Long portfolio gains (losses) 10.3 % 32.1 % Short portfolio gains (losses) (2.3) (22.1) Macro gains (losses) 4.4 3.7 Other income and expenses 1 (1.6) (3.2) Gross investment return 10.8 % 10.5 % Net investment return 1 9.8 % 9.4 % 1 “Other income and expenses” excludes performance compensation but includes management fees.
The following table provides a breakdown of the gross and net investment return for Solasglas: 2025 2024 Long portfolio gains 2.8 % 10.3 % Short portfolio losses (8.1) % (2.3) % Macro gains 14.9 % 4.4 % Other income and expenses (1) (1.2) % (1.6) % Gross investment return 8.4 % 10.8 % Net investment return (1) 7.5 % 9.8 % 1 “Other income and expenses” excludes performance compensation but includes management fees.
Our loss and LAE reserves are composed of case reserves (based on claims reported to us) and IBNR reserves, including the associated claims handling costs.
Our loss and LAE reserves are composed of case reserves (based on claims reported to us), including ACR, and IBNR reserves. These reserves include the associated estimated claims handling costs.
The delta-adjusted basis is the number of shares or contracts underlying the option multiplied by the delta and the underlying stock (or commodity) price. 62 Return to table of contents The following table represents the composition of Solasglas’ investments: At December 31, 2024 2023 Long % Short % Long % Short % Equities and related derivatives 73.9 (43.3) 90.2 (53.8) Private and unlisted equity securities 2.1 — 2.0 — Debt instruments 0.1 — 0.3 — Total 76.1 % (43.3) % 92.5 % (53.8) % The above exposure analysis does not include cash (U.S. dollar and foreign currencies), gold and other commodities, credit default swaps, sovereign debt, foreign currency derivatives, interest rate derivatives, inflation swaps and other macro positions.
The delta-adjusted basis is the number of shares or contracts underlying the option multiplied by the delta and the underlying stock (or commodity) price. 66 Return to table of contents The following table represents the composition of Solasglas’ investments as a percentage of the investment portfolio: At December 31, 2025 2024 Long % Short % Long % Short % Equities and related derivatives 91.0 (53.3) 73.9 (43.3) Private and unlisted equity securities 1.9 — 2.1 — Debt instruments 0.1 — 0.1 — Total 93.0 % (53.3) % 76.1 % (43.3) % The above exposure analysis does not include cash (U.S. dollar and foreign currencies), gold and other commodities, credit default swaps, sovereign debt, foreign currency derivatives, interest rate derivatives, inflation swaps and other macro positions.
Page Overview 51 Business Overview 51 Outlook and Trends 51 Revenues and Expenses 51 Key Financial Measures and Non-GAAP Measures 52 Consolidated Results of Operations 54 Results by Segment 56 Open Market Segment 56 Innovations Segment 59 Other Corporate 61 Runoff Underwriting Business 61 Income from Investment in Solasglas 61 Financial Condition 62 Liquidity and Capital Resources 64 Liquidity 64 Capital Resources 65 Contractual Obligations and Commitments 66 Critical Accounting Estimates 67 Premium Recognition 67 Loss and LAE Reserves 68 Investments Valuation 70 50 Return to table of contents Overview Business Overview We are a global specialty property and casualty reinsurer headquartered in the Cayman Islands, with an underwriting and investment strategy that we believe differentiates us from most of our competitors.
Page Overview 55 Business Overview 55 Outlook and Trends 55 Revenues and Expenses 55 Key Financial Measures and Non-GAAP Measures 56 Consolidated Results of Operations 58 Segment Results 60 Open Market Segment 60 Innovations Segment 63 Other Corporate 65 Runoff Underwriting Business 65 Income from Investment in Solasglas 66 Financial Condition 66 Liquidity and Capital Resources 69 Liquidity 69 Capital Resources 70 Contractual Obligations and Commitments 71 Critical Accounting Estimates 71 Premium Recognition 71 Loss and LAE Reserves 73 Investments Valuation 75 54 Return to table of contents Overview Business Overview We are a global specialty property and casualty reinsurer headquartered in the Cayman Islands, with an underwriting and investment strategy that we believe differentiates us from most of our competitors.
At December 31, 2024, 94.5% of Solasglas’ portfolio was valued based on quoted prices in actively traded markets (Level 1), 3.9% was composed of instruments valued based on observable inputs other than quoted prices (Level 2), and no instruments valued based on non-observable inputs (Level 3).
At December 31, 2025, 94.7% of Solasglas’ portfolio was valued based on quoted prices in actively traded markets (Level 1), 4.1% was composed of instruments valued based on observable inputs other than quoted prices (Level 2), and no instruments were valued based on non-observable inputs (Level 3).
We have not taken into account corresponding reinsurance recoverable on unpaid amounts that would be due to us. (2) See Note 16 “ Commitments and Contingencies ” of the consolidated financial statements.
We have not taken into account corresponding reinsurance recoverable on unpaid amounts that would be due to us. (2) See Note 17 “ Commitments and Contingencies ” of the consolidated financial statements. (3) See Note 10 “ Debt and Credit Facilities ” of the consolidated financial statements.
Cash used in financing activities Financing cash outflows in 2024 were driven mainly by the $7.5 million of share repurchases and $13.8 million of debt repayments.
Cash used in financing activities Financing cash outflows in 2025 were driven mainly by the $9.8 million of share repurchases and $55.3 million of debt repayments. In 2024, we had $7.5 million of share repurchases and $13.8 million of debt repayments.
Except for the “ Results by Segment” section of this MD&A, comparisons between 2023 and 2022 have been omitted from this Annual Report, but may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC.
Comparisons between 2024 and 2023 have been omitted from this Annual Report, but may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC. Accordingly, this information is incorporated by reference.
Expenses Our expenses consist primarily of the following: ● underwriting losses and LAE; ● acquisition costs; ● underwriting expenses ● corporate and other expenses; and ● interest expense on deposit-accounted contracts and debt.
Expenses Our expenses consist primarily of the following: ● underwriting losses and LAE; ● acquisition costs; ● underwriting expenses; ● corporate and other expenses (also referred as “G&A”); ● interest expense on deposit-accounted contracts and debt; ● income taxes.
Accordingly, this information is incorporated by reference. This discussion and analysis should be read in conjunction with our audited consolidated financial statements and notes thereto presented in “Part II, Item 8. Financial Statements and Supplementary Data ” of this Annual Report. Unless otherwise noted, tabular dollars are in thousands, except per share amounts.
This discussion and analysis should be read in conjunction with our audited consolidated financial statements and notes thereto presented in “Part II, Item 8. Financial Statements and Supplementary Data ” of this Annual Report. Unless otherwise noted, tabular dollars are in thousands, except per share amounts. Amounts may not reconcile due to rounding differences.
“Net investment return” incorporates both of these amounts. For further information about management fees and performance compensation, refer to Note 15 “ Related Party Transactions ” of the consolidated financial statements. For the year ended December 31, 2024, the significant contributors to Solasglas’ investment return were long positions in gold, Kyndryl Holdings (KD) and GRBK.
“Net investment return” incorporates both of these amounts. For further information about management fees and performance compensation, refer to Note 16 “ Related Party Transactions ” of the consolidated financial statements. For the year ended December 31, 2025, the significant contributors to Solasglas’ investment return were long positions in gold, Brighthouse Financial Inc. (BHF) and Teva Pharmaceutical Industries (TEVA).
Due to the lack of standardization of the terms and conditions of reinsurance contracts, the differences in coverage provided to individual clients, and the tendency of those coverages to change rapidly in response to market conditions, we cannot always reliably measure the ongoing economic impact of such uncertainties and inconsistencies. 69 Return to table of contents Time lags are inherent in loss reporting, especially in the case of excess-of-loss reinsurance contracts.
Due to the lack of standardization of the terms and conditions of reinsurance contracts, the differences in coverage provided to individual clients, and the tendency of those coverages to change rapidly in response to market conditions, we cannot always reliably measure the ongoing economic impact of such uncertainties and inconsistencies.
The following table provides a summary of our estimated gross premiums written for quota share reinsurance contracts incepting during the year: 2024 2023 2022 Open Market segment $ 402,666 $ 358,230 $ 350,595 Innovations segment 45,494 44,133 33,030 Property runoff — 42,744 54,511 Total quota share estimated premiums 448,160 445,107 438,136 Consolidated gross premiums written 698,335 636,810 563,171 As of % of total consolidated 64 % 70 % 78 % We regularly review premium estimates.
The following table provides a summary of our estimated gross premiums written for quota share reinsurance contracts incepting during the year: 2025 2024 2023 Open Market segment $ 439,982 $ 402,666 $ 358,230 Innovations segment 58,219 45,494 44,133 Property runoff — — 42,744 Total quota share estimated premiums 498,201 448,160 445,107 Consolidated gross premiums written 773,261 698,335 636,810 As of % of total consolidated 64 % 64 % 70 % We regularly review premium estimates.
The following table summarizes our sources and uses of funds: 2024 2023 Total cash provided by (used in): Operating activities $ 111,504 $ 7,507 Investing activities (96,562) (53,133) Financing activities (21,240) (5,292) Effect of currency exchange on cash (1) (345) 100 Net cash inflows (outflows) (6,643) (50,818) Cash, beginning of period 655,730 706,548 Cash, end of period $ 649,087 $ 655,730 (1) Cash includes unrestricted and restricted cash and cash equivalents - see Note 5 “ Restricted Cash and Cash Equivalents ” of the consolidated financial statements .
The following table summarizes our sources and uses of funds: 2025 2024 Total cash provided by (used in): Operating activities $ 210,212 $ 111,504 Investing activities (149,170) (96,562) Financing activities (65,138) (21,240) Effect of currency exchange on cash (1) (1,259) (345) Net cash outflows (5,355) (6,643) Cash, beginning of period 649,087 655,730 Cash, end of period $ 643,732 $ 649,087 (1) Cash includes unrestricted and restricted cash and cash equivalents - see Note 6 “ Restricted Cash and Cash Equivalents ” of the consolidated financial statements.
Further, Solasglas’ financial statements for the years ended December 31, 2024, 2023, and 2022 were subject to 70 Return to table of contents an independent audit in which Solasglas’ external auditors issued an unqualified opinion for these years (see “ Report of Independent Registered Public Accounting Firm ” in the Exhibits).
Further, Solasglas’ financial statements for the years ended December 31, 2025, 2024, and 2023 were subject to an independent audit in which Solasglas’ external auditors issued an unqualified opinion for these years (see “ Report of Independent Registered Public Accounting Firm ” in the Exhibits). Our investment in fixed maturities are recognized at fair value.
This was partially offset by improved underwriting performance and lower Innovations-related expenses. Other Corporate Runoff Underwriting Business In late 2023, we made the decision to not renew a property business due to significant CAT losses relating to unprecedented severe convective storms in the U.S.
Other Corporate Runoff Underwriting Business In late 2023, we made the decision to not renew a property business due to significant CAT losses relating to unprecedented severe convective storms in the U.S.
The following is a summary of our financial performance for the year ended December 31, 2024, compared to the prior year: • Gross premiums written was $698.3 million, an increase of 9.7%; • Net premiums earned was $620.0 million, an increase of 6.3%; • Net underwriting loss was $8.2 million, compared to net underwriting income of $32.0 million; • Total investment income was $79.6 million, an increase of 10.3% (including 9.8% net return from our investment in Solasglas, compared to 9.4%); • Foreign exchange losses were $5.6 million, compared to foreign exchange gains of $11.6 million; • Diluted EPS was $1.24, compared to $2.50, a decrease of 50%; and • Fully diluted book value per share was $17.95, an increase of $1.21, or 7.2%.
The following is a summary of our financial performance for the year ended December 31, 2025, compared to the prior year: • Gross premiums written was $773.3 million, an increase of 10.7%; • Net premiums earned was $661.1 million, an increase of 6.6%; • Net underwriting income was $35.7 million, compared to net underwriting loss of $8.2 million; • Total investment income was $60.2 million, a decrease of 24.4%; • Foreign exchange gains were $8.5 million, compared to foreign exchange losses of $5.6 million; • Diluted EPS was $2.17, compared to $1.24, an increase of 75.0%; and • Fully diluted book value per share was $20.43, an increase of $2.48, or 13.8%.
Excess of loss reinsurance contracts are generally written on a “losses occurring” or “claims made” basis over the term of the policy. Accordingly, premiums are earned evenly over the contract term, which is generally 12 months.
Excess of loss reinsurance contracts are generally written on a “losses occurring” or “claims made” basis over the term of the policy.
Revenues and Expenses Revenues We derive our revenues from two principal sources: • premiums from reinsurance on property and casualty business assumed (net of any premiums ceded) - see “ Critical Accounting Estimates ” section of this MD&A; and • income from investments, including: • income (or loss) generated from our investment in Solasglas, net of management fee and performance compensation; • gains (or losses) from our other investments, including Innovations-related investments; and • interest income on our cash and cash equivalents and FAL. 51 Return to table of contents In addition, we may from time to time derive other income from foreign exchange gains (or losses) relating to underwriting balances, net investment income from Lloyd’s syndicates, fees generated from advisory services, and fees relating to overrides, profit commissions, and fees due upon the early termination of contracts.
Revenues and Expenses Revenues We derive our revenues from two principal sources: • premiums from reinsurance on property and casualty business assumed (net of any premiums ceded) - see “ Critical Accounting Estimates ” section of this MD&A; and • income from investments, including: 55 Return to table of contents • income (or loss) generated from our investment in Solasglas, net of management fee and performance compensation; • gains (or losses) from our other investments, including Innovations-related investments; and • interest income on our cash and cash equivalents, fixed maturities investment portfolio and FAL.
Capital Resources The following table summarizes our debt and capital structure: 65 Return to table of contents 2024 2023 Debt - outstanding principal $ 60,313 $ 74,062 Shareholders’ equity 635,879 596,095 Total capital $ 696,192 $ 670,157 Ratio of debt to shareholders’ equity 9.5 % 12.4 % The debt to shareholders’ equity provides an indication of our leverage and capital structure, along with some insights into our financial strength.
Capital Resources The following table summarizes our debt and capital structure: 2025 2024 Debt - outstanding principal $ 5,000 $ 60,313 Shareholders’ equity 707,977 635,879 Total capital $ 712,977 $ 696,192 Ratio of debt to shareholders’ equity 0.7 % 9.5 % The ratio of debt to shareholders’ equity provides an indication of our leverage and capital structure, along with some insights into our financial strength.
Line slip or proportional insurance/reinsurance contracts are generally written on a “risks attaching” basis, covering claims that relate to the underlying policies written during the terms of these contracts.
Accordingly, premiums are earned evenly over the contract term, which is generally 12 months. 72 Return to table of contents Line slip or proportional insurance/reinsurance contracts are generally written on a “risks attaching” basis, covering claims that relate to the underlying policies written during the terms of these contracts.
We have reported the results of the above property runoff business as part of Corporate in Note 17 Segment Repo rting in the consolidated financial statements. Income from Investment in Solasglas Our share of Solasglas’ net income increased by $4.9 million to $33.6 million in 2024 compared to 2023.
We have reported the results of the above property runoff business as part of Corporate in Note 18 Segment Reporting in the consolidated financial statements. 65 Return to table of contents Income from Investment in Solasglas Our share of Solasglas’ net income increased by $2.1 million to $35.7 million in 2025, compared to 2024.
Holding Company Greenlight Capital Re is a holding company with no operations of its own and its assets consist primarily of investments in its subsidiaries. Accordingly, Greenlight Capital Re’s future cash flows depend on the availability of dividends or other statutorily permissible distributions, such as returns of capital, from its subsidiaries.
Accordingly, Greenlight Capital Re’s future cash flows depend on the availability of dividends or other statutorily permissible distributions, such as returns of capital, from its subsidiaries.
Restricted cash and cash equivalents We use our restricted cash and cash equivalents primarily for funding trusts and letters of credit issued to our ceding insurers.
For further information, see Note 5 “ Other Investments ” of the consolidated financial statements. Restricted cash and cash equivalents We use our restricted cash and cash equivalents primarily for funding trusts and letters of credit issued to our ceding insurers.
GAAP $ 635,879 $ 596,095 $ 503,120 Denominator for basic and fully diluted book value per share: Ordinary shares issued and outstanding as reported and denominator for basic book value per share 34,831,324 35,336,732 34,824,061 Add: In-the-money stock options (1) and all outstanding RSUs 590,001 264,870 277,960 Denominator for fully diluted book value per share 35,421,325 35,601,602 35,102,021 Basic book value per share $ 18.26 $ 16.87 $ 14.45 Increase in basic book value per share ($) $ 1.39 $ 2.42 $ 0.40 Increase in basic book value per share (%) 8.2 % 16.8 % 2.8 % Fully diluted book value per share $ 17.95 $ 16.74 $ 14.33 Increase in fully diluted book value per share ($) $ 1.21 $ 2.41 $ 0.34 Increase in fully diluted book value per share (%) 7.2 % 16.8 % 2.4 % (1) Assuming net exercise by the grantee. 53 Return to table of contents Consolidated Results of Operations The table below summarizes our consolidated operating results. 2024 2023 Change Underwriting results: Gross premiums written $ 698,335 $ 636,810 $ 61,525 Net premiums written $ 621,265 $ 594,048 $ 27,217 Net premiums earned $ 619,954 $ 583,147 $ 36,807 Net loss and LAE incurred: Current year (406,465) (348,798) (57,667) Prior year (1) (20,804) (11,206) (9,598) Net loss and LAE incurred (427,269) (360,004) (67,265) Acquisition costs (176,775) (168,877) (7,898) Underwriting expenses (22,857) (19,587) (3,270) Deposit interest income (expense), net (1,228) (2,687) 1,459 Net underwriting income (loss) (8,175) 31,992 (40,167) Investment results: Income from investment in Solasglas 33,605 28,696 4,909 Net investment income 45,954 43,408 2,546 Total investment income 79,559 72,104 7,455 Corporate and other expenses (16,377) (23,653) 7,276 Foreign exchange gains (losses) (5,606) 11,566 (17,172) Other income, net — 265 (265) Interest expense (5,836) (5,344) (492) Income tax expense (749) (100) (649) Net income $ 42,816 $ 86,830 $ (44,014) Diluted earnings per share $ 1.24 $ 2.50 $ (1.26) Underwriting ratios: Current year attritional loss ratio 56.3 % 54.9 % 1.4 % CAT loss ratio 9.3 % 4.9 % 4.4 % Current year loss ratio 65.6 % 59.8 % 5.8 % Prior year reserve development ratio 3.4 % 1.9 % 1.5 % Loss ratio 69.0 % 61.7 % 7.3 % Acquisition cost ratio 28.5 % 29.0 % (0.5) % Composite ratio 97.5 % 90.7 % 6.8 % Underwriting expense ratio 3.9 % 3.8 % 0.1 % Combined ratio 101.4 % 94.5 % 6.9 % 1 The net financial impact associated with changes in the estimate of losses incurred in prior years, which incorporates earned reinstatement premiums assumed and ceded, adjustments to assumed and ceded acquisition costs, and deposit interest income and expense, was a loss of $21.8 million in 2024 (2023: $15.7 million) . 54 Return to table of contents Consolidated Results of Operations for 2024 compared to 2023 Basic book value per share increased by $1.39 per share, or 8.2%, to $18.26 per share from $16.87 per share at December 31, 2023.
GAAP $ 707,977 $ 635,879 Denominator for basic and fully diluted book value per share: Ordinary shares issued and outstanding as reported and denominator for basic book value per share 33,897,709 34,831,324 Add: In-the-money stock options (1) and all outstanding RSUs 755,997 590,001 Denominator for fully diluted book value per share 34,653,706 35,421,325 Basic book value per share $ 20.89 $ 18.26 Increase in basic book value per share $ 2.63 $ 1.39 Increase in basic book value per share 14.4 % 8.2 % Fully diluted book value per share $ 20.43 $ 17.95 Increase in fully diluted book value per share $ 2.48 $ 1.21 Increase in fully diluted book value per share 13.8 % 7.2 % (1) Assuming net exercise by the grantee. 57 Return to table of contents Consolidated Results of Operations The table below summarizes our consolidated operating results. 2025 2024 Change Underwriting results: Gross premiums written $ 773,261 $ 698,335 $ 74,926 Net premiums written $ 691,409 $ 621,265 $ 70,144 Net premiums earned $ 661,144 $ 619,954 $ 41,190 Net loss and LAE incurred: Current year (399,200) (406,465) 7,265 Prior year (1) (12,392) (20,804) 8,412 Net loss and LAE incurred (411,592) (427,269) 15,677 Acquisition costs (184,853) (176,775) (8,078) Underwriting expenses (28,627) (22,857) (5,770) Deposit interest expense (421) (1,228) 807 Net underwriting income (loss) 35,651 (8,175) 43,826 Investment results: Income from investment in Solasglas 35,711 33,605 2,106 Net investment income 24,457 45,954 (21,497) Total investment income 60,168 79,559 (19,391) Corporate and other expenses (21,607) (16,377) (5,230) Foreign exchange gains (losses) 8,465 (5,606) 14,071 Interest expense (4,366) (5,836) 1,470 Income tax expense (3,479) (749) (2,730) Net income $ 74,832 $ 42,816 $ 32,016 Diluted earnings per share $ 2.17 $ 1.24 $ 0.93 Underwriting ratios: % Point Change Attritional loss ratio 53.4 % 56.3 % (2.9) Large event loss ratio 3.0 % 1.8 % 1.2 CAT event loss ratio 4.0 % 7.5 % (3.5) Current year loss ratio 60.4 % 65.6 % (5.2) Prior year reserve development ratio 1.9 % 3.4 % (1.5) Loss ratio 62.3 % 69.0 % (6.7) Acquisition cost ratio 28.0 % 28.5 % (0.5) Composite ratio 90.2 % 97.5 % (7.2) Underwriting expense ratio 4.4 % 3.9 % 0.5 Combined ratio 94.6 % 101.4 % (6.8) 1 The net financial impact associated with changes in the estimate of losses incurred in prior years, which incorporates earned reinstatement premiums assumed and ceded, adjustments to assumed and ceded acquisition costs, and deposit interest income and expense, was a loss of $11.4 million in 2025 (2024: $21.8 million). 58 Return to table of contents Consolidated Results of Operations for 2025 compared to 2024 Basic book value per share increased by $2.63 per share, or 14.4%, to $20.89 per share from $18.26 per share at December 31, 2024.
Fully diluted book value per share increased by $1.21 per share, or 7.2%, to $17.95 per share from $16.74 per share at December 31, 2023.
Fully diluted book value per share increased by $2.48 per share, or 13.8%, to $20.43 per share from $17.95 per share at December 31, 2024.
The increase was predominantly driven by $94.6 million of net contributions into Solasglas, coupled with the 9.8% net investment return in 2024. The contributions were funded partially from cash flows from operations and from the partial release of restricted cash.
Investment in Solasglas Our investment in Solasglas increased by $117.4 million to $504.6 million at December 31, 2025. This was predominantly driven by $81.7 million of net contributions into Solasglas, coupled with the 7.5% net investment return in 2025. The contributions were funded partially from cash flows from operations and from the partial release of restricted cash and FAL.
Contractual Obligations and Commitments At December 31, 2024, our contractual obligations and commitments by period due were as follows: Less than 1 year 1-3 years 3-5 years More than 5 years Total Operating activities Loss and loss adjustment expense reserves (1) $ 338,361 $ 297,034 $ 105,899 $ 119,675 $ 860,969 Operating lease obligations (2) 686 377 — — 1,063 Financing activities Debt (principal payments) (3) 3,016 57,297 — — 60,313 Total $ 342,062 $ 354,708 $ 105,899 $ 119,675 $ 922,345 (1) Due to the nature of our reinsurance operations, the actual amount and timing of the cash flows associated with our reinsurance contractual liabilities will fluctuate, perhaps materially, and, therefore, are highly uncertain.
Contractual Obligations and Commitments At December 31, 2025, our contractual obligations and commitments by period due were as follows: Less than 1 year 1-3 years 3-5 years More than 5 years Total Operating activities Loss and loss adjustment expense reserves (1) $ 391,056 $ 353,305 $ 126,803 $ 96,796 $ 967,960 Operating lease obligations (2) 698 1,252 1,213 — 3,163 Financing activities Debt (principal payments) (3) — — 5,000 — 5,000 Total $ 391,754 $ 354,557 $ 133,016 $ 96,796 $ 976,123 (1) Due to the nature of our reinsurance operations, the actual amount and timing of the cash flows associated with our reinsurance contractual liabilities will fluctuate, perhaps materially, and, therefore, are highly uncertain.
The Innovations segment was not impacted by any CAT events for the years presented in the above table. 60 Return to table of contents Prior Year Reserve Development Ratio Prior year reserve development ratio improved by 0.9% in 2024 compared to 2023, and by 7.4% in 2023 compared to 2022.
The Innovations segment was not impacted by any CAT events for the years presented in the above table. Prior Year Reserve Development Ratio The change in prior year reserve development was unfavorable by 0.5 ratio points.
At December 31, 2024, 1.6% of Solasglas’ portfolio consisted of private equity funds valued using the funds’ net asset values as a practical expedient. Other Investments The other investment holdings relate to private investments made by Innovations. At December 31, 2024, total other investments decreased marginally since December 31, 2023.
At December 31, 2025, 1.2% of Solasglas’ portfolio consisted of private equity funds valued using the funds’ net asset values as a practical expedient.
Cash provided by operating activities The $104.0 million increase in cash provided by operating activities was driven mainly by the ebb and flow from our underwriting activities. Cash inflows from underwriting activities generally include premiums, net of acquisition costs, and reinsurance recoverables. Cash outflows principally include payments of losses and LAE, payments of retrocession premiums, and operating expenses.
Cash provided by operating activities The $98.7 million increase in cash provided by operating activities in 2025 compared to 2024 was driven mainly by the release of FAL and higher net income. We expect cash from operations to ebb and flow with our underwriting activities. Cash inflows from underwriting activities generally include premiums, net of acquisition costs, and reinsurance recoverables.
The time lags, coupled with the combined characteristics of low claim frequency and high claim severity on such contracts, make the available data less useful for predicting ultimate losses. In the case of proportional contracts, we rely on an analysis of a cedent’s historical experience, industry information, and the underwriters’ professional judgment in estimating reserves.
Time lags are inherent in loss reporting, especially in the case of excess-of-loss reinsurance contracts. The time lags, coupled with the combined characteristics of low claim frequency and high claim severity on such contracts, make the available data less useful for predicting ultimate losses.
For the year ended December 31, 2024, net income decreased by $44.0 million to $42.8 million, driven mainly by the following: • Underwriting income : Decreased by $40.2 million due to 6.9 percentage points increase in our combined ratio, driven predominantly by an increase in current year attritional and CAT loss ratios.
For the year ended December 31, 2025, net income increased by $32.0 million to $74.8 million, driven mainly by the following: • Underwriting income : Increased by $43.8 million due to 6.8 percentage points improvement in our combined ratio, driven predominantly by improved current year loss ratio and lower adverse prior year reserve development ratio.
At January 1, 2025, our estimated largest PML at a 1-in-250-year return period for a single event and in aggregate was $116.3 million and $129.1 million, respectively, both relating to the peril of North Atlantic Hurricane, compared to $89.7 million and $97.0 million, respectively, at January 1, 2024.
Our PML estimates cover all significant exposures from our reinsurance operations, including property, marine and energy, motor, and catastrophe workers’ compensation. 68 Return to table of contents At January 1, 2026, our estimated largest PML at a 1-in-250-year return period for a single event and in aggregate was $138.8 million and $151.2 million, respectively, both relating to the peril of North Atlantic Hurricane, compared to $116.3 million and $129.1 million, respectively, at January 1, 2025.
Open Market Segment Results for the Open Market segment were as follows: Year ended December 31, 2024 % Change 2023 % Change 2022 Gross premiums written $ 603,798 19.7 % $ 504,435 11.5 % $ 452,541 Net premiums written $ 541,446 16.1 % $ 466,544 6.6 % $ 437,799 Net premiums earned $ 511,922 9.7 % $ 466,751 13.6 % $ 410,877 Net loss and LAE incurred (341,586) (262,290) (268,659) Acquisition costs (144,852) (136,356) (125,296) Other underwriting expenses (19,175) (16,827) (11,867) Deposit interest expense, net (1,228) (2,687) (6,717) Underwriting income (loss) 5,081 48,591 (1,662) Net investment income 42,629 14.1 % 37,351 662.6 % 4,898 Income before income taxes $ 47,710 $ 85,942 $ 3,236 Underwriting ratios: 2024 % Point Change 2023 % Point Change 2022 Loss ratio 66.7 % 10.5 % 56.2 % (9.2) % 65.4 % Acquisition cost ratio 28.3 % (0.9) % 29.2 % (1.3) % 30.5 % Composite ratio 95.0 % 9.6 % 85.4 % (10.5) % 95.9 % Underwriting expenses ratio 4.0 % (0.2) % 4.2 % (0.3) % 4.5 % Combined ratio 99.0 % 9.4 % 89.6 % (10.8) % 100.4 % Gross Premiums Written Gross premiums written by line of business were as follows: % Change 2024 2023 2022 2024 to 2023 2023 to 2022 Casualty $ 92,471 15.3 % $ 86,081 17.1 % $ 82,524 18.2 % 7.4 % 4.3 % Financial 63,679 10.5 % 46,296 9.2 % 63,452 14.0 % 37.5 % (27.0) % Health 217 — % 224 — % 227 0.1 % (3.1) % (1.3) % Multiline 181,140 30.0 % 198,037 39.3 % 205,743 45.5 % (8.5) % (3.7) % Property 87,922 14.6 % 75,820 15.0 % 31,347 6.9 % 16.0 % 141.9 % Specialty 178,369 29.6 % 97,977 19.4 % 69,248 15.3 % 82.1 % 41.5 % Total $ 603,798 100.0 % $ 504,435 100.0 % $ 452,541 100.0 % 19.7 % 11.5 % Gross premiums written in 2024 increased by $99.4 million or 19.7%, compared to 2023.
Open Market Segment Results for the Open Market segment were as follows: Year ended December 31 2025 2024 % Change Gross premiums written $ 652,229 $ 603,798 8 % Net premiums written $ 601,690 $ 541,446 11 % Net premiums earned $ 576,032 $ 511,922 13 % Net loss and LAE incurred (358,396) (341,586) Acquisition costs (158,465) (144,852) Other underwriting expenses (21,114) (19,175) Deposit interest expense, net (421) (1,228) Underwriting income 37,636 5,081 Net investment income 32,036 42,629 (25) % Income before income taxes $ 69,672 $ 47,710 Underwriting ratios: 2025 2024 % Point Change Loss ratio 62.2 % 66.7 % (4.5) Acquisition cost ratio 27.5 % 28.3 % (0.8) Composite ratio 89.7 % 95.0 % (5.3) Underwriting expenses ratio 3.7 % 4.0 % (0.3) Combined ratio 93.4 % 99.0 % (5.6) Gross Premiums Written Gross premiums written by line of business were as follows: Year ended December 31 2025 2024 Change Casualty $ 66,210 10 % $ 92,471 15 % $ (26,261) Financial 77,461 12 % 63,679 11 % 13,782 Health 230 — % 217 — % 13 Multiline 252,265 39 % 181,140 30 % 71,125 Property 82,537 13 % 87,922 15 % (5,385) Specialty 173,526 27 % 178,369 30 % (4,843) Total $ 652,229 100 % $ 603,798 100 % $ 48,431 Gross premiums written within our Open Market segment in 2025 increased by $48.4 million or 8%, compared to 2024.
Additionally, within the financial line and certain specialty line classes, the gross premiums written are earned over multiple years, corresponding with the anticipated risk coverage period.
Additionally, within the financial line and certain specialty line classes, the gross premiums written for some treaties are earned over multiple years, corresponding with the anticipated risk coverage period. Similarly, the impact of scaling back our casualty business was partially reflected during 2025, and will mostly impact our casualty earned premiums in 2026.
Total shareholders’ equity Total shareholders’ equity increased by $39.8 million to $635.9 million, compared to $596.1 million at December 31, 2023. The increase was primarily due to the net income of $42.8 million reported for the year, coupled with share-based compensation adjustment to additional paid-in capital.
The increase was primarily due to the net income of $74.8 million reported for the year, coupled with $7.1 million of share-based compensation adjustment to additional paid-in capital. This was partially offset by $9.8 million of share repurchases in the open market at an average price of $13.76 per share.
Furthermore, during the loss settlement period, which may last several years, additional facts regarding individual claims and trends will often become known, and case law may change, affecting ultimate expected losses. Since we rely on ceding company data in establishing our loss and LAE reserves, we maintain procedures designed to mitigate the risk that such information is incomplete or inaccurate.
Since we rely on ceding company data in establishing our loss and LAE reserves, we maintain procedures designed to mitigate the risk that such information is incomplete or inaccurate.
The increase in ceded premiums written of 64.6% was primarily within our specialty line driven by additional retrocessional coverage to manage our overall exposure to aviation, marine and energy classes of business and to reinstate certain retrocession excess of loss treaties in which the full coverage was presumed exhausted primarily from the Baltimore Bridge loss event in 2024 and the Russian-Ukraine conflict event in 2022.
Additionally in 2024, we reinstated certain retrocession excess of loss treaties in which the full coverage was deemed exhausted due to the Baltimore Bridge loss. This was partially offset mainly by additional excess of loss retrocessional coverage within our specialty business in 2025 to manage our overall exposure to aviation, marine and energy risks.
For the year ended December 31, 2024, Solasglas reported a net investment return of 9.8%, compared to 9.4% for 2023.
This increase was driven by a higher investment portfolio balance during 2025, offset partially by a lower net investment return. For the year ended December 31, 2025, Solasglas reported a net investment return of 7.5%, compared to 9.8% for 2024.
At December 31, 2024, there were 34,831,324 outstanding ordinary shares, a decrease of 505,408 since December 31, 2023, mainly due to 547,402 of share repurchases offset partially by issuance of restricted shares and ordinary shares for vested RSUs, net of forfeitures.
At December 31, 2025, there were 33,897,709 outstanding ordinary shares, a decrease of 933,615 since December 31, 2024, mainly due to 714,044 shares repurchased and 376,686 forfeited restricted shares, offset partially by issuance of restricted shares and ordinary shares for vested RSUs.
The largest detractors were three single-name short positions. For the year ended December 31, 2023, the significant contributors to Solasglas’ investment return were long positions in GRBK, CONSOL Energy Inc., and a S&P 500 / U.S. interest rate derivative position. The most significant detractors were three single-name short positions.
The largest detractors were a long position in Lanxess AG (LXS GY) and two single-name short positions. For the year ended December 31, 2024, the significant contributors to Solasglas’ investment return were long positions in gold, Kyndryl Holdings (KD) and Green Brick Partners (GRBK). The largest detractors were three single-name short positions.
Other investments in our consolidated balance sheets includes private and unlisted equity securities that do not have readily determinable fair values. We determine these private equity securities’ carrying value based on the original cost, less impairment, plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer.
We determine private equity securities’ carrying value based on the original cost, less impairment, plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer. At each reporting date, we qualitatively consider whether the investment is impaired on the basis of certain impairment indicators.
Looking forward to 2025, we believe that market conditions are still broadly, but not uniformly, positive. We will continue to write business where we believe the price adequately compensates us for the risk. General economic conditions There are many factors contributing to an uncertain global economic outlook, and in particular, we believe that inflationary trends of recent years could persist.
In the current market conditions, we see increasing opportunities to leverage retrocession coverage, and we will take advantage of these opportunities where they enhance our economics and risk profile. General economic conditions There are many factors contributing to an uncertain global economic outlook, and in particular, we believe that inflationary trends of recent years could persist.
Loss ratio The components of the loss ratio were as follows: Year ended December 31, 2024 % Point Change 2023 % Point Change 2022 Current year: Attritional loss ratio 60.5 % (1.4) % 61.9 % 0.2 % 61.7 % CAT losses — % — % — % — % — % Current year loss ratio 60.5 % (1.4) % 61.9 % 0.2 % 61.7 % Prior year reserve development ratio (0.3) % (0.9) % 0.6 % (7.4) % 8.0 % Loss ratio 60.1 % (2.4) % 62.5 % (7.3) % 69.8 % Current Year Loss Ratio The current year loss ratio in 2024 decreased by 1.4%, compared to 2023 driven mainly by modest lower attritional loss ratio in our casualty, multiline and specialty lines due to new business; offset predominantly by a 2023 quota share reinsurance program in financial lines, which we did not renew but continued to earn premiums in 2024.
Loss ratio The components of the loss ratio for our Open Market segment were as follows: Year ended December 31 2025 2024 % Point Change Current year: Attritional loss ratio 52.8 % 56.8 % (4.0) Large event loss ratio 3.1 % 2.2 % 0.9 CAT event loss ratio 4.6 % 4.8 % (0.2) Current year loss ratio 60.5 % 63.8 % (3.3) Prior year reserve development ratio 1.8 % 2.9 % (1.1) Loss ratio 62.2 % 66.7 % (4.4) 61 Return to table of contents Current Year Loss Ratio The current year loss ratio in 2025 decreased by 3.3 percentage points to 60.5%, compared to 2024, predominantly due to improved attritional loss ratio, offset partially by a higher volume of large event losses.
Prior Year Reserve Development Ratio Prior year reserve development ratio increased by 2.1% in 2024 compared to 2023, and by 1.6% in 2023 compared to 2022. Refer to Note 7 Loss and LAE Reserves to the consolidated financial statements for further details on the lines of business and prior year development.
Refer to Note 8 Loss and LAE Reserves to the consolidated financial statements for further details on the lines of business and prior year development. Acquisition cost ratio While the acquisition cost ratio for the Innovations segment remained relatively consistent with 2024, there was variability within the lines of the business.
If certain factors, including those described in “Part I, Item IA. — Risk Factors ,” cause actual events or results to differ materially from our underlying assumptions or estimates. In that case, there could be a material adverse effect on our results of operations, financial condition, or liquidity.
Critical Accounting Estimates Our consolidated financial statements contain certain amounts that are inherently subjective and have required management to make assumptions and best estimates to determine reported values. If certain factors, including those described in “Part I, Item IA. — Risk Factors ,” cause actual events or results to differ materially from our underlying assumptions or estimates.
We also utilize ultimate loss ratio forecasts when reported by cedents and brokers, which are ordinarily subject to three to six-month lags for proportional business. Due to our reliance on ceding companies for claims reporting, our reserve estimates are highly dependent on ceding companies’ judgment.
In the case of proportional contracts, we rely on an analysis of a cedent’s historical experience, industry information, and the underwriters’ professional judgment in estimating reserves. We also utilize ultimate loss ratio forecasts when reported by cedents and brokers, which are ordinarily subject to three to six-month lags for proportional business.
Financial Condition Investments The following table provides a breakdown of our total investments: At December 31, 2024 2023 Investment in related party investment fund (Solasglas) $ 387,144 84.1 % $ 258,890 78.0 % Other investments: Private investments and unlisted equities 71,867 15.6 71,157 21.4 Debt and convertible debt securities 1,293 0.3 2,136 0.6 Total other investments $ 73,160 15.9 % $ 73,293 22.0 % Total investments $ 460,304 100.0 % $ 332,183 100.0 % At December 31, 2024, our total investments increased by $128.1 million, or 38.6%, to $460.3 million from December 31, 2023.
Financial Condition Investments The following table provides a breakdown of our total investments: At December 31, 2025 2024 Investment in Solasglas $ 504,555 79.7 % $ 387,144 84.1 % Fixed maturities 65,609 10.4 % — — % Other investments 62,911 9.9 % 73,160 15.9 % Total investments $ 633,075 100.0 % $ 460,304 100.0 % At December 31, 2025, our total investments increased by $172.8 million, or 37.5%, to $633.1 million from December 31, 2024..
Cash provided by operating activities may vary significantly from period to period due to the timing of these inflows and outflows. Cash used in investing activities The $43.4 million increase in cash used for investing activities was driven predominantly by an increase in the net contribution to Solasglas.
Cash outflows principally include payments of losses and LAE, payments of retrocession premiums, and operating expenses. Cash provided by operating activities may vary significantly from period to period due to the timing of these inflows and outflows.

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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 below table excludes the indirect effect that changes in commodity prices might have on equity securities in the Solasglas’ investment portfolio. 10% increase in commodity prices 10% decrease in commodity prices At December 31, 2024 ($ in millions) Gold $ 7.9 $ (5.9) Copper 0.9 (0.7) Uranium 0.4 (0.4) Total $ 9.2 $ (7.0) 10% increase in commodity prices 10% decrease in commodity prices At December 31, 2023 ($ in millions) Gold $ 3.8 $ (3.8) Uranium 0.8 (0.8) Crude oil 1.6 (1.5) Total $ 6.2 $ (6.1) 72 Return to table of contents Foreign Currency Risk Underwriting Related Certain of our reinsurance contracts are denominated in foreign currencies, whereby premiums are receivable and losses are payable in foreign currencies.
Biggest changeAt December 31, 2025 2024 Gold $ (9,074) $ (5,874) Copper (1,770) (706) Uranium (574) (427) Total $ (11,418) $ (7,007) Foreign Currency Risk Underwriting Related Certain of our reinsurance contracts are denominated in foreign currencies, whereby premiums are receivable and losses are payable in foreign currencies.
Actual results in the future may differ materially from these projected results due to actual developments in the global financial markets. Equity Price Risk At December 31, 2024, our investments consisted primarily of an investment in Solasglas. Among Solasglas’ holdings are equity securities, the carrying values of which are based primarily on quoted market prices.
Actual results in the future may differ materially from these projected results due to actual developments in the global financial markets. Equity Price Risk At December 31, 2025, our investments consisted primarily of an investment in Solasglas. Among Solasglas’ holdings are equity securities, the carrying values of which are based primarily on quoted market prices.
Generally, market prices of common equity securities are subject to fluctuation, which could cause the amount to be realized upon closing a position to differ significantly from its current reported value. This risk is partly mitigated by the presence of both long and short equity securities as part of our investment strategy.
Generally, market prices of common equity securities are subject to fluctuation, which could cause the amount to be realized upon closing a position to differ significantly from its current reported value. This risk is partly mitigated by the presence of both long and short equity securities as part of Solasglas’ investment strategy.
Solasglas’ investments periodically include long or short investments in commodities or derivatives directly impacted by fluctuations in the prices of commodities. At December 31, 2024, Solasglas’ investments incorporate unhedged exposure to changes in gold, uranium, and crude oil prices.
Solasglas’ investments periodically include long or short investments in commodities or derivatives directly impacted by fluctuations in the prices of commodities. At December 31, 2025, Solasglas’ investments incorporate unhedged exposure to changes in gold, uranium, and crude oil prices.
At December 31, 2024, a 10% decline in the price of each of the underlying listed equity securities and equity-based derivative instruments would result in a $14.0 million (2023: $12.3 million) unrealized loss in our investment in Solasglas. Commodity Price Risk Generally, market prices of commodities are subject to fluctuation.
At December 31, 2025, a 10% decline in the price of each of the underlying listed equity securities and equity-based derivative instruments would result in a $18.5 million (2024: $13.9 million) unrealized loss in our investment in Solasglas. Commodity Price Risk Generally, market prices of commodities are subject to fluctuation.
Our investment in Solasglas includes interest-rate sensitive securities, such as corporate and sovereign debt instruments and interest rate derivatives. At December 31, 2024, a 100 basis points (increase or decrease) in interest rates would have no meaningful impact on our investment in Solasglas.
Investment in Solasglas Our investment in Solasglas includes interest-rate sensitive securities, such as corporate and sovereign debt instruments and interest rate derivatives. At December 31, 2025, a 100 basis points increase in interest rates would result in a $20.5 million unrealized loss on our investment in Solasglas (2024: negligible).
While we do not seek to precisely match our liabilities under reinsurance policies that are payable in foreign currencies with investments denominated in such currencies, we continually monitor our exposure to potential foreign currency losses and may use foreign currency cash and cash equivalents or forward foreign currency exchange contracts to mitigate against adverse foreign currency movements.
While we do not seek to precisely match our liabilities under reinsurance policies that are payable in foreign currencies with investments denominated in such currencies, we continually monitor our exposure to potential foreign currency losses and may use foreign currency cash and cash equivalents or forward foreign currency exchange contracts to mitigate against adverse foreign currency movements. 77 Return to table of contents Certain cedents, particularly the Lloyd’s syndicates, report to us in foreign currencies even though some or all of the underlying exposure is denominated in U.S. dollars .
The following table summarizes the net impact that a 10% movement in commodity prices would have on the fair value of Solasglas’ investment portfolio.
The following table summarizes the net impact that a 10% adverse movement in commodity prices would have on the fair value of Solasglas’ investment portfolio at December 31, 2025. The below table excludes the indirect effect that changes in commodity prices might have on equity securities in the Solasglas’ investment portfolio.
Additionally, we may report foreign exchange gains or losses due to the mismatch between the currency exchange rates applied to foreign-denominated (i) monetary balances and (ii) non-monetary balances under U.S. GAAP. See Note 2 “ Significant Accounting Policies ” of the consolidated financial statements for further information regarding our accounting treatment of foreign currency transactions.
Our consolidated statements of operations may report a foreign exchange gain or loss associated with this exposure when reported by the cedents. Additionally, we may report foreign exchange gains or losses due to the mismatch between the currency exchange rates applied to foreign-denominated (i) monetary balances and (ii) non-monetary balances under U.S. GAAP.
At December 31, 2024, most of Solasglas’ currency exposures resulting from foreign-denominated securities (longs and shorts) were reduced by offsetting cash balances denominated in the corresponding foreign currencies. At December 31, 2024 and 2023, a 10% increase or decrease in the value of the U.S. dollar against foreign currencies would have no meaningful impact on our investment in Solasglas.
At December 31, 2025, most of Solasglas’ currency exposures resulting from foreign-denominated securities (longs and shorts) were reduced by offsetting cash balances denominated in the corresponding foreign currencies.
We monitor our foreign currency-denominated assets and liabilities on an “underlying exposure” basis without distinguishing between monetary and non-monetary balances.
See Note 2 “ Significant Accounting Policies ” of the consolidated financial statements for further information regarding our accounting treatment of foreign currency transactions. We monitor our foreign currency-denominated assets and liabilities on an “underlying exposure” basis without distinguishing between monetary and non-monetary balances.
Removed
Certain cedents, particularly the Lloyd’s syndicates, report to us in foreign currencies even though some or all of the underlying exposure is denominated in U.S. dollars . Our consolidated statements of operations may report a foreign exchange gain or loss associated with this exposure when reported by the cedents.
Added
The following table table presents a sensitivity analysis of our total net foreign currency exposures presented in USD equivalent: GBP EUR Other Total At December 31, 2025 Reinsurance assets (liabilities) $ 70,299 $ (27,226) $ 1,196 $ 44,269 Cash and cash equivalents 8,068 2,761 3,955 14,784 Net foreign currency exposure $ 78,367 $ (24,465) $ 5,151 $ 59,053 Pre-tax impact of hypothetical 10% increase in USD $ (7,837) $ 2,447 $ (515) $ (5,905) At December 31, 2024 Reinsurance assets (liabilities) $ 36,677 $ (23,624) $ (3,191) $ 9,862 Cash and cash equivalents 17,149 1,315 824 19,288 Net foreign currency exposure $ 53,826 $ (22,309) $ (2,367) $ 29,150 Pre-tax impact of hypothetical 10% increase in USD $ (5,383) $ 2,231 $ 237 $ (2,915) Investment in Solasglas We may also be exposed to foreign currency risk through Solasglas’ underlying cash, forwards, options, and investments in securities denominated in foreign currencies.
Removed
The following table summarizes the net impact of a hypothetical 10% currency rate movement relating to our primary foreign denominated reinsurance net assets or liabilities (including balances held at Lloyd's): At December 31, 2024 Net Asset (Liability) Exposure 10% increase in currency rate 10% decrease in currency rate GBP £ 33,117 $ (4,143) $ 4,143 Euro € (22,814) 2,361 (2,361) Total foreign exchange gain (loss) $ (1,782) $ 1,782 At December 31, 2023 Net Asset (Liability) Exposure 10% increase in currency rate 10% decrease in currency rate GBP £ 25,337 $ (3,228) $ 3,228 Euro € (13,975) 1,543 (1,543) Total foreign exchange gain (loss) $ (1,685) $ 1,685 Investment in Solasglas We may also be exposed to foreign currency risk through Solasglas’ underlying cash, forwards, options, and investments in securities denominated in foreign currencies.
Added
At December 31, 2025, a 10% increase in the value of the U.S. dollar against foreign currencies (mostly Euro) would result in a $3.2 million unrealized loss on our investment in Solasglas (2024 - negligible). Interest Rate Risk The primary market risk exposure for any debt instrument is interest rate risk, including credit spreads.
Removed
Interest Rate Risk The primary market risk exposure for any debt instrument is interest rate risk, including credit spreads. 73 Return to table of contents Most of our interest rate risk relates to interest rate derivatives held in Solasglas, and their value may fluctuate with changes in interest rates.
Added
The significant increase compared to 2024 was due to Solasglas’s long position in three-month Secured Overnight Financing Rate (“SOFR”) futures. 78 Return to table of contents Fixed Maturities The following table presents the estimated pre-tax impact on the fair value of fixed maturities due to an increase in the U.S. yield curve of 100 basis points and an additional 100 basis points credit spread widening for corporate debt, ABS, non-agency RMBS, and municipal bond securities.
Removed
Additionally, we use interest rate swaps to hedge 50% of the interest rate risk relating to the the outstanding Term Loans. At December 31, 2024, a 100 basis points (increase or decrease) in interest rates would have no meaningful impact on these interest rate swaps.
Added
Potential adverse change in fair value Fair value Increase in interest rate by 100 basis points Widening of credit spreads by 100 basis points Total At December 31, 2025 U.S. government and agencies $ 17,979 $ (436) $ (436) Agency RMBS 18,258 (485) (485) Securities exposed to credit spreads: Corporate bonds 9,769 (297) (306) (603) ABS 5,565 (53) (102) (155) Non-agency RMBS 600 (30) (29) (59) Municipal bonds 857 (30) (30) (60) Total fixed maturity portfolio $ 53,028 $ (1,331) $ (467) $ (1,798) U.S. government agencies and agency RMBS have a limited range of spread widening.
Added
Accordingly, 100 basis points of spread widening for these securities is highly improbable under normal market conditions. The interest rate risk exposure relating to the Liquidity fund is minimal due to the short duration nature of the underlying fixed maturity securities.

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