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What changed in GREENLIGHT CAPITAL RE, LTD.'s 10-K2023 vs 2024

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Paragraph-level year-over-year comparison of GREENLIGHT CAPITAL RE, LTD.'s 2023 and 2024 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 2024 report.

+643 added418 removedSource: 10-K (2025-03-10) vs 10-K (2024-03-05)

Top changes in GREENLIGHT CAPITAL RE, LTD.'s 2024 10-K

643 paragraphs added · 418 removed · 178 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

2 edited+249 added201 removed0 unchanged
Biggest changeIn connection with this Loan Facility, we contractually agreed to hedge 50% of the floating rate Term Loans for the duration of the Loan Facility. Refer to Note 9 Debt and Credit Facilities of the consolidated financial statements for further information.
Biggest changeWe 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.
“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.
Refer to Note 15 Related Party Transactions of the consolidated financial statements.
Removed
We earned a net income of $86.8 million for the year ended December 31, 2023, an increase of $61.5 million, or 243% over the prior year, as a result of favorable reinsurance pricing conditions with lower losses from catastrophe and weather-related events (collectively referred as “CAT losses”), coupled with favorable rising interest rate environment for our cash and fixed maturity investments (relating to the Lloyd’s syndicates) as well as favorable foreign exchange movement in 2023.
Added
Item 1. BUSINESS Unless otherwise indicated or unless the context otherwise requires, all references in this Form 10-K to “the Company,” “we,” “us,” “our,” and similar expressions are references to Greenlight Capital Re, Ltd. and its consolidated subsidiaries.
Removed
The following is a summary of our financial performance for the year ended December 31, 2023, compared to the prior year: • Gross premiums written was $636.8 million, an increase of 13.1%; • Net premiums earned was $583.1 million, an increase of 24.2%; • Net underwriting income (1) was $32.0 million, compared to an underwriting loss of $10.7 million; • Total investment income was $66.1 million, a decrease of 4.2% (include 9.4% net return from our investment in SILP, compared to 25.3%); • Diluted EPS was $2.50, an increase of 242%; and • Fully diluted book per share (1) was $16.74, an increase of 16.8%.
Added
Unless otherwise indicated or unless the context otherwise requires, all references in this Annual Report to entity names are as set forth in the following table: Reference Entity’s legal name Greenlight Capital Re or GLRE Greenlight Capital Re, Ltd. Greenlight Re Greenlight Reinsurance, Ltd. GRIL Greenlight Reinsurance Ireland, Designated Activity Company Verdant Verdant Holding Company, Ltd.
Removed
(1) See “ Key Financial Measures and Non-GAAP Measures ” section of this MD&A. Outlook and Trends Following strong pricing improvements at the January 1, 2023 renewal season and throughout 2023 (primarily in property catastrophe, aviation, war and terror and marine), we witnessed a more disciplined but still attractive January 1, 2024 renewal season.
Added
Greenlight Re UK Greenlight Re Marketing (UK) Limited Syndicate 3456 Greenlight Innovation Syndicate 3456 GCM Greenlight Re Corporate Member Ltd. Viridis Re Viridis Re SPC, Ltd. GRIS Greenlight Re Ireland Services Limited We have included a Glossary of Selected Reinsurance Terms at the end of “Part I, Item 1. Business” of this Form 10-K.
Removed
In the property market we noted additional capacity entering the market, but we still saw favorable market conditions to grow our book. On our Specialty and FAL books, we noted a healthy amount of competitive interest but we were successful in securing the accounts we targeted for both renewal and new business with some modest rate increases.
Added
All dollar amounts referred to in this Form 10-K are in U.S. dollars unless otherwise indicated. Tabular dollars are presented in thousands, with the exception of per share amounts or as otherwise noted. Due to rounding, numbers presented in the tables included in this Form 10-K may not add up precisely to the totals provided.
Removed
The global inflationary pressures have abated from their recent highs. However, we believe loss cost inflation will continue to be a significant concern within the (re)insurance industry, as it can add uncertainty to the cost of claims, particularly for classes of business with long payout tails.
Added
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).
Removed
As a result, it creates pricing challenges for new business and valuation challenges in claims reserves. We continue to manage these concerns and risks in multiple ways: • Our underwriting strategy focuses on relatively shorter-tailed business, which is inherently less exposed to inflation than longer-tailed lines.
Added
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.
Removed
We estimate the payout duration of our existing reserves at less than three years. • We incorporate inflation assumptions in all our pricing and reassess these assumptions frequently. • We are minimizing our exposure to classes that are experiencing severe supply-chain-driven inflation.
Added
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.
Removed
The rising interest rate environment over the last two years has had a mixed impact on our financial results. The Term Loans we secured in 2023 are partially exposed to fluctuations in the SOFR interest rate, and we stand to benefit if the interest rates start decreasing.
Added
In 2020, we established a UK marketing Company, Greenlight Re UK, to increase our London market presence. On January 1, 2023, we acquired a Lloyd’s corporate member, GCM, that provides underwriting capacity for various syndicates (including Syndicate 3456) that underwrite general insurance and reinsurance business at Lloyd’s.
Removed
The higher interest rates have improved the yield on our restricted cash and cash equivalents and our funds held at Lloyd’s. To the extent interest rates begin to decrease, we may see some of these trends reverse. The SILP investment portfolio is positioned to benefit from an inflationary environment.
Added
Prior to acquiring GCM, we sourced our Funds at Lloyd’s (“FAL”) business through the same corporate member. The ownership of GCM complements our Syndicate 3456 and provides us more control over the FAL business. Our goal is to build long-term shareholder value by providing risk management products and services to the insurance, reinsurance, and other risk marketplaces.
Removed
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 51 Link to Table of Contents • income from investments, including: • income (or loss) generated from our investment in SILP, 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.
Added
We focus on delivering risk solutions to clients and brokers who value our expertise, analytics, and customer service offerings, while complementing our underwriting activities with a non-traditional investment approach designed to achieve higher rates of return over the long term than reinsurance companies that exclusively employ more traditional investment strategies.
Removed
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.
Added
Effective January 1, 2024, we hired a new Chief Executive Officer (“CEO”) who undertook a deep review of our business strategies, in addition to meeting key brokers, major clients and Innovations partners.
Removed
Expenses Our expenses consist primarily of the following: ● underwriting losses and LAE; ● acquisition costs; ● general and administrative (“G&A”) expenses; and ● interest expense on deposit-accounted contracts and debt.
Added
While this has not resulted in any material change to the Company’s strategic direction; this has led to making some changes to the leadership team with the appointment of a Group Chief Underwriting Officer (“Group CUO”) and Group Chief Operating Officer (“Group COO”) during 2024 in order to more effectively manage the Company’s operations and anticipated business growth.
Removed
The extent of our net losses and LAE incurred is a function of the amount and type of reinsurance contracts we write and the loss experience of the underlying coverage. Refer to “ Critical Accounting E stimates ” section of this MD&A.
Added
Building from our strong performance in 2023, we grew our reinsurance business by 9.7% in gross premiums written during 2024 while maintaining a strong financial position and liquidity. Additionally, A.M. Best Company, Inc. (“A.M. Best”) revised 5 Return to table of contents our outlook to positive from stable for our principal operating subsidiaries in October 2024.
Removed
Acquisition costs consist primarily of brokerage fees, ceding commissions, premium taxes, profit commissions, letters of credit and trust fees, and federal excise taxes. We amortize deferred acquisition costs relating to successfully bound reinsurance contracts over the related contract term.
Added
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.
Removed
General and administrative expenses consist primarily of salaries and benefits and related costs, including costs associated with our incentive compensation plan, bonuses, and stock compensation expenses. General and administrative expenses also include professional fees (non-claim related), travel and entertainment, information technology, rent, and other general operating costs.
Added
However, except upon unanimous consent of our Board pursuant to Section 11(1)(c) of our Fourth Amended and Restated Memorandum and Articles of Association (the “Articles”), no holder is permitted to acquire an amount of shares which would cause any person to own (directly, indirectly or constructively under applicable United States tax attribution and constructive ownership rules) 9.9% or more of the total voting power of the total issued and outstanding ordinary shares.
Removed
General and administrative expenses reported in our consolidated statements of operations include both underwriting and corporate expenses. Deposit interest expense relates to the accretion costs for deposit-accounted contracts that did not meet the risk transfer condition for reinsurance accounting under U.S. GAAP.
Added
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 ).
Removed
Interest expense consists of interest paid and accrued on our debt and the amortization of the related deferred financing costs. Key Financial Measures and Non-GAAP Measures Management uses certain key financial measures, some of which are not prescribed under U.S. GAAP rules and standards (“non-GAAP financial measures”), to evaluate our financial performance, financial position, and the change in shareholder value.
Added
David Einhorn is the Chairman of the Company’s Board of Directors and the President of Greenlight Capital, Inc. (see " Investments ” in this Item 1). Business Strategy We continue to prioritize long-term growth in diluted book value per share as our primary financial metric in measuring the Company’s performance.
Removed
Generally, a non-GAAP financial measure, as defined in SEC Regulation G, is a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented under U.S. GAAP.
Added
The five-year compound annual growth for our diluted book value per share was 8.2% at December 31, 2024. We also measure our short and long-term underwriting performance based on our net underwriting income. We have incorporated these two key performance metrics in our incentive compensation plan to align employee and shareholder interests.
Removed
We believe that these measures, which may be calculated or defined differently by other companies, provide consistent and comparable metrics of our business performance to help shareholders understand performance trends and facilitate a more thorough understanding of the Company’s business. Non-GAAP financial measures should not be viewed as substitutes for those determined under U.S. GAAP.
Added
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.
Removed
The key non-GAAP financial measures used in this Annual Report are: • Fully diluted book value per share; and • Net underwriting income (loss). These non-GAAP financial measures are described below. 52 Link 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.
Added
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.
Removed
We use fully diluted book value as a financial measure in our incentive compensation plan. We believe that long-term growth in fully diluted book value per share is the most relevant measure of our financial performance because it provides management and investors a yardstick to monitor the shareholder value generated.
Added
Our underwriting approach varies by class and type of opportunity: • Where our expertise is sufficient to evaluate the risk thoroughly, we will generally seek to participate in syndicated placements negotiated and priced by another party that we judge to have market-leading expertise in the class or as a quota share retrocessionaire of a market-leading reinsurer; and • Where we have domain-specific expertise and a high level of market access, we may seek to act as the lead underwriter to achieve greater influence in negotiating pricing, terms, and conditions.
Removed
Fully diluted book value per share may also help our investors, shareholders, and other interested parties form a basis of comparison with other companies within the property and casualty reinsurance industry. Fully diluted book value per share should not be viewed as a substitute for the most comparable U.S.
Added
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.
Removed
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.
Added
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”).
Removed
In prior years, we calculated the basic book value per share by modifying the denominator to exclude unearned performance-based restricted shares granted after December 31, 2021.
Added
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.
Removed
We have revised this calculation in 2023 to eliminate the basic book value per share non-GAAP financial measure and have restated the 2022 comparative basic book value per share in the table below and elsewhere in this Annual Report to conform with the current presentation.
Added
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.
Removed
Fully diluted book value per share represents basic book value per share combined with any dilutive impact of in-the-money stock options and all outstanding restricted stock units “RSUs”. We believe these adjustments better reflect the ultimate dilution to our shareholders.
Added
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.
Removed
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, 2023 December 31, 2022 Numerator for basic and fully diluted book value per share: Total equity as reported under U.S.
Added
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).
Removed
GAAP $ 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 35,336,732 34,824,061 Add: In-the-money stock options and all outstanding RSUs 264,870 277,960 Denominator for fully diluted book value per share 35,601,602 35,102,021 Basic book value per share $ 16.87 $ 14.45 Increase in basic book value per share ($) $ 2.42 $ 0.40 Increase in basic book value per share (%) 16.8 % 2.8 % Fully diluted book value per share $ 16.74 $ 14.33 Increase in fully diluted book value per share ($) $ 2.41 $ 0.34 Increase in fully diluted book value per share (%) 16.8 % 2.4 % Net Underwriting Income (Loss) One way that we evaluate the Company’s underwriting performance is by measuring net underwriting income (loss).
Added
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.
Removed
We do not use premiums written as a measure of performance. Net underwriting income (loss) is a performance measure used by management to evaluate the fundamentals underlying the Company’s underwriting operations.
Added
This has led us to placing a whole-account retrocession program with them, in which we agreed to cede 28% of Innovations-related contracts incepting in the fourth quarter of 2024 in return for a modest override commission income. This strategic initiative enables us to grow our share in promising businesses while not being capital constrained.
Removed
We believe that the use of net underwriting income (loss) enables investors and other users of the Company’s financial information to analyze our performance in a manner similar to how management analyzes performance.
Added
As result, we can provide greater reinsurance capacity to the startup companies and MGAs (mainly in the insurtech industry) and be meaningful to our partners. This also positions us well for further portfolio diversification and profitable growth within the Innovations segment.
Removed
Management also believes this measure follows industry practice and allows the users of financial information to compare the Company’s performance with that of our industry peer group. 53 Link to Table of Contents Net underwriting income (loss) is considered a non-GAAP financial measure because it excludes items used to calculate net income before taxes under U.S. GAAP.
Added
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.
Removed
We calculate net underwriting income (loss) as net premiums earned less net loss and loss adjustment expenses, acquisition costs, underwriting expenses (including related G&A expenses), and deposit interest expense.
Added
Unlike the investment strategies of many of our competitors, which invest primarily in fixed-income securities either directly or through fixed-fee arrangements with one or more investment managers, our investment strategy is focused mainly on long and short positions, primarily in publicly-traded equity and corporate debt instruments. See “ Investments ” within this Item 1. Business for further information.
Removed
The measure excludes, on a recurring basis: (1) investment income (loss); (2) other income (expense) not related to underwriting, including foreign exchange gains or losses, and Lloyd’s interest income and expense; (3) corporate G&A expenses; and (4) interest expense.
Added
Reportable Segments Historically, we had one reportable segment - Property and Casualty Reinsurance. For the quarter and year ended December 31, 2024, we have revised our reportable segments to Open Market and Innovations. The change in reportable segments was driven by the appointment of a new CEO, who is the new chief operating decision maker (“CODM”).
Removed
We exclude total investment income or loss, foreign exchange gains or losses, and Lloyd’s interest income or expense as we believe these items are influenced by market conditions and other factors unrelated to underwriting decisions. Additionally, we exclude corporate G&A and interest expenses because these costs are generally fixed and not incremental to or directly related to our underwriting operations.
Added
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.
Removed
We believe all of these amounts are largely independent of our underwriting process, and including them could hinder the analysis of trends in our underwriting operations. Net underwriting income (loss) should not be viewed as a substitute for U.S. GAAP net income before income taxes.
Added
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.
Removed
The reconciliations of net underwriting income (loss) to income (loss) before income taxes (the most directly comparable U.S.
Added
The 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.
Removed
GAAP financial measure) on a consolidated basis are shown below: Year ended December 31 2023 2022 Income (loss) before income tax $ 86,930 $ 24,526 Add (subtract): Total investment (income) loss (66,063) (68,983) Other non-underwriting (income) expense (17,872) 11,777 Corporate expenses 23,653 17,793 Interest expense 5,344 4,201 Net underwriting income (loss) $ 31,992 $ (10,686) 54 Link to Table of Contents Consolidated Results of Operations The table below summarizes our consolidated operating results for the years ended December 31: 2023 2022 Underwriting revenue Gross premiums written $ 636,810 $ 563,171 Gross premiums ceded (42,762) (33,429) Net premiums written 594,048 529,742 Change in net unearned premium reserves (10,901) (60,265) Net premiums earned 583,147 469,477 Underwriting related expenses Net loss and loss adjustment expenses incurred: Current year 348,798 316,367 Prior year (1) 11,206 118 Net loss and loss adjustment expenses incurred 360,004 316,485 Acquisition costs 168,877 143,148 Underwriting expenses 19,587 13,813 Deposit interest expense 2,687 6,717 Net underwriting income (loss) (2) 31,992 (10,686) Income from investment in SILP 28,696 54,844 Net investment income 37,367 14,139 Total investment income 66,063 68,983 Corporate expenses 23,653 17,793 Foreign exchange (gains) losses (11,566) 5,988 Other (income) expense, net (6,306) 5,789 Interest expense 5,344 4,201 Income tax expense (benefit) 100 (816) Net income $ 86,830 $ 25,342 Earnings per share: Basic $ 2.55 $ 0.75 Diluted $ 2.50 $ 0.73 Underwriting ratios: Loss ratio - current year 59.8 % 67.4 % Loss ratio - prior year 1.9 % — % Loss ratio 61.7 % 67.4 % Acquisition cost ratio 29.0 % 30.5 % Composite ratio 90.7 % 97.9 % Underwriting expense ratio 3.8 % 4.4 % Combined ratio 94.5 % 102.3 % 1 The net financial impacts associated with changes in the estimate of losses incurred in prior years, which incorporate earned reinstatement premiums assumed and ceded, adjustments to assumed and ceded acquisition costs, and deposit interest expense, were a loss of $15.7 million in 2023 (2022: $12.2 million) . 2 Net underwriting income (loss) is a non-GAAP financial measure.
Added
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.
Removed
See “ Key Financial Measures and Non-GAAP Measures ” above for discussion and reconciliation of non-GAAP financial measures. 55 Link to Table of Contents The following provides further details on the significant variances for the year ended December 31, 2023, compared to 2022 .
Added
The Open Market segment has the following lines of business: • Casualty : includes primarily general liability, umbrella, multiline casualty, and workers’ compensation coverage. • Financial : includes primarily mortgage, trade credit, surety, transactional liability, and financial multiline coverage. • Health : includes primarily accident and critical illness coverage. • Multiline : includes predominantly FAL business, coupled with multiline commercial and personal auto liability, BOP, and multiline commercial coverage. • Property : includes mainly commercial property and property catastrophe coverage. • Specialty : includes primarily agriculture, cyber, marine and energy, aviation and space, specialty multiline, and WPVT coverage.
Removed
Overview For the year ended December 31, 2023, fully diluted book value per share increased by $2.41, or 16.8%, to $16.74 per share and basic book value per share increased by $2.42, or 16.8%, to $16.87 per share since December 31, 2022 driven by strong underwriting performance.
Added
The majority of our Open Market business is produced through reinsurance brokers worldwide. Brokerage distribution channels provide us with access to an efficient, variable cost and global distribution system. In some cases, intermediaries also provide other services, including risk analytics, processing, and clearing. We aim to build and strengthen long-term relationships with global reinsurance brokers.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

152 edited+23 added29 removed190 unchanged
Biggest changeHowever, 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 in circumstances in which: a company is acting, or proposing to act, illegally or beyond the scope of its authority; the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or 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.
Biggest changeHowever, 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).
This amount would be determined as if such related person insurance income were distributed proportionally to United States persons at that date. We do not expect that we will knowingly enter into reinsurance agreements in which, in the aggregate, the direct or indirect insureds are, or are related to, owners of 20% or more of the ordinary shares.
This amount would be determined as if such related person insurance income were distributed proportionally to the United States persons at that date. We do not expect that we will knowingly enter into reinsurance agreements in which, in the aggregate, the direct or indirect insureds are, or are related to, owners of 20% or more of the ordinary shares.
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: 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 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.
If the IRS were to successfully assert that Greenlight Capital Re, Greenlight Re, and/or GRIL have been engaged in a trade or business within the United States in any taxable year, various adverse tax consequences could result, including the following: Greenlight Capital Re, Greenlight Re and/or GRIL may become subject to current United States federal income taxation on its net income from sources within the United States; Greenlight Capital Re, Greenlight Re and/or GRIL may be subject to United States federal income tax on a portion of its net investment income, regardless of its source; and Greenlight Capital Re, Greenlight Re and/or GRIL may be subject to United States branch profits tax on profits deemed to have been distributed out of the United States.
If the IRS were to successfully assert that Greenlight Capital Re, Greenlight Re, Viridis Re and/or GRIL have been engaged in a trade or business within the United States in any taxable year, various adverse tax consequences could result, including the following: Greenlight Capital Re, Greenlight Re, Viridis Re and/or GRIL may become subject to current United States federal income taxation on its net income from sources within the United States; Greenlight Capital Re, Greenlight Re, Viridis Re and/or GRIL may be subject to United States federal income tax on a portion of its net investment income, regardless of its source; and Greenlight Capital Re, Greenlight Re, Viridis Re and/or GRIL may be subject to United States branch profits tax on profits deemed to have been distributed out of the United States.
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 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 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.
However, because there are no definitive standards provided by the Internal Revenue Code, regulations or court decisions as to the specific activities that constitute being engaged in the conduct of a trade or business within the United States, and as any such determination is essentially factual in nature, we cannot provide assurance that the United States Internal Revenue Service (the “IRS”), will not successfully assert that Greenlight Capital Re, Greenlight Re and/or GRIL are engaged in a trade or business within the United States.
However, because there are no definitive standards provided by the Internal Revenue Code, regulations or court decisions as to the specific activities that constitute being engaged in the conduct of a trade or business within the United States, and as any such determination is essentially factual in nature, we cannot provide assurance that the United States Internal Revenue Service (the “IRS”), will not successfully assert that Greenlight Capital Re, Greenlight Re, Viridis Re and/or GRIL are engaged in a trade or business within the United States.
If we are unable to underwrite sufficient amount of risks and maintain a sufficient amount of applicable insurance liabilities, any of Greenlight Capital Re, Greenlight Re or GRIL may become a PFIC. In addition, sufficient risk must be transferred under an insurance entity’s contracts with its insureds in order to qualify for the insurance exception.
If we are unable to underwrite sufficient amount of risks and maintain a sufficient amount of applicable insurance liabilities, any of Greenlight Capital Re, Greenlight Re, Viridis Re or GRIL may become a PFIC. In addition, sufficient risk must be transferred under an insurance entity’s contracts with its insureds in order to qualify for the insurance exception.
Our failure to comply with these or other covenants could result in an event of default under the credit facility or any credit facility we may enter into in the future, which, if not cured or waived, could result in us being required to repay the amounts outstanding under these facilities prior to maturity.
Our failure to comply with these or other covenants could result in an event of default under the respective credit facilities or any credit facility we may enter into in the future, which, if not cured or waived, could result in us being required to repay the amounts outstanding under these facilities prior to maturity.
Economic recessions or downturns could impair our Innovations investment and harm our operating results. The current macroeconomic environment is characterized by record-high inflation, supply chain challenges, labor shortages, high interest rates, foreign currency exchange volatility, volatility in global capital markets and growing recession risk.
Economic recessions or downturns could impair our Innovations investment and harm our operating results. The current macroeconomic environment is characterized by high inflation, supply chain challenges, labor shortages, high interest rates, foreign currency exchange volatility, volatility in global capital markets and growing recession risk.
A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. We are not aware nor have we been advised of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions.
A Cayman Islands Court may stay enforcement proceedings, including if concurrent proceedings are being brought elsewhere. We are not aware nor have we been advised of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions.
These entities intend to operate in a manner that will not cause us to be treated as engaging in a trade or business within the United States and will not cause us to be subject to current United States federal income taxation on Greenlight Capital Re’s, Greenlight Re’s and/or GRIL’s net income.
These entities intend to operate in a manner that will not cause us to be treated as engaging in a trade or business within the United States and will not cause us to be subject to current United States federal income taxation on Greenlight Capital Re’s, Greenlight Re’s, Viridis Re’s and/or GRIL’s net income.
In general, any of Greenlight Capital Re, Greenlight Re or GRIL would be a PFIC for a taxable year if either (i) 75% or more of its income constitutes “passive income” or (ii) 50% or more of its assets produce “passive income”, or are held for the production of passive income.
In general, any of Greenlight Capital Re, Greenlight Re, Viridis Re or GRIL would be a PFIC for a taxable year if either (i) 75% or more of its income constitutes “passive income” or (ii) 50% or more of its assets produce “passive income”, or are held for the production of passive income.
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 the “two pillar plan.” 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 the two pillar plan 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, 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.
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.
We believe that based upon implementation of our business plan, none of Greenlight Capital Re, Greenlight Re, or GRIL will be, or should be, a PFIC for the current taxable year or for any foreseeable future years.
We believe that based upon implementation of our business plan, none of Greenlight Capital Re, Greenlight Re, Viridis Re or GRIL will be, or should be, a PFIC for the current taxable year or for any foreseeable future years.
In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met.
Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met.
Because many derivatives are leveraged, a relatively small adverse market movement may result in a substantial loss and may expose us to a loss exceeding the original amount invested. Derivatives may also expose SILP, and correspondingly, our investment portfolio, to liquidity risk as there may not be a liquid market within which to close or dispose of outstanding derivative contracts.
Because many derivatives are leveraged, a relatively small adverse market movement may result in a substantial loss and may expose us to a loss exceeding the original amount invested. Derivatives may also expose Solasglas, and correspondingly, our investment portfolio, to liquidity risk as there may not be a liquid market within which to close or dispose of outstanding derivative contracts.
In addition, under Cayman Islands laws, Mr. Einhorn is not legally restricted from participating in 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.
To the extent that SILP invests in securities or instruments for which market quotations are not readily available, the valuation of such securities and instruments for purposes of compensation will be determined by DME Advisors, whose determination, subject to audit verification, will be conclusive and binding in the absence of bad faith or manifest error.
To the extent that Solasglas invests in securities or instruments for which market quotations are not readily available, the valuation of such securities and instruments for purposes of compensation will be determined by DME Advisors, whose determination, subject to audit verification, will be conclusive and binding in the absence of bad faith or manifest error.
SILP enters into transactions in which it sells a security it does not own, which we refer to as a short sale, in anticipation of a decline in the market value of the security. Short sales subject our capital accounts in SILP to material and adverse loss potential since the market price of securities sold short may continuously increase.
Solasglas enters into transactions in which it sells a security it does not own, which we refer to as a short sale, in anticipation of a decline in the market value of the security. Short sales subject our capital accounts in Solasglas to material and adverse loss potential since the market price of securities sold short may continuously increase.
When we make a minority equity investment through our Innovations unit, we are subject to the risk that an entity may make business decisions with which we disagree. The other equity holders and management of the entity may take risks or otherwise act in ways that do not serve our interests.
When we make a minority equity investment through our Innovations segment, we are subject to the risk that an entity may make business decisions with which we disagree. The other equity holders and management of the entity may take risks or otherwise act in ways that do not serve our interests.
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, 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 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.
If: our gross income attributable to insurance or reinsurance policies where the direct or indirect insureds are our direct or indirect United States shareholders or persons related to such United States shareholders equals or exceeds 20% of our gross insurance income in any taxable year; and direct or indirect insureds and persons related to such insureds owned directly or indirectly 20% or more of the voting power or value of our stock, a United States person who owns ordinary shares directly or indirectly on the last day of the taxable year would most likely be required to include their pro-rata share of our related person insurance income for the taxable year in their income.
If: our gross income attributable to insurance or reinsurance policies where the direct or indirect insureds are our direct or indirect United States shareholders or persons related to such United States shareholders equals or exceeds 20% of our gross insurance income in any taxable year; and direct or indirect insureds and persons related to such insureds owned directly or indirectly 20% or more of the voting power or value of our stock, a United States person (other than a partnership) who owns ordinary shares directly or indirectly on the last day of the taxable year would most likely be required to include their pro-rata share of our related person insurance income for the taxable year in their income.
Best alters its approach regarding our SILP investment strategy or our Innovations investments; if our actual losses significantly exceed our loss reserves; if unfavorable financial or market trends impact us; if we change our business practices from our organizational business plan in a manner that no longer supports our A.M.
Best alters its approach regarding our Solasglas investment strategy or our Innovations investments; if our actual losses significantly exceed our loss reserves; if unfavorable financial or market trends impact us; if we change our business practices from our organizational business plan in a manner that no longer supports our A.M.
The loss carry forward provision contained in the SILP LPA allows DME II to earn a reduced performance allocation of 10% of profits in any year subsequent to the year in which SILP has incurred a loss until all losses are recouped and an additional amount equal to 150% of the loss is earned.
The loss carry forward provision contained in the Solasglas LPA allows DME II to earn a reduced performance allocation of 10% of profits in any year subsequent to the year in which Solasglas has incurred a loss until all losses are recouped and an additional amount equal to 150% of the loss is earned.
While the performance compensation arrangement contained in the SILP LPA provides that losses will be carried forward as an offset against net profits in subsequent periods, DME II and DME Advisors generally will not otherwise be penalized for losses or decreases in the value of our portfolio under the SILP LPA.
While the performance compensation arrangement contained in the Solasglas LPA provides that losses will be carried forward as an offset against net profits in subsequent periods, DME II and DME Advisors generally will not otherwise be penalized for losses or decreases in the value of our portfolio under the Solasglas LPA.
The counterparty risk lies with each party with whom SILP contracts for the purpose of making derivative investments. In the event of the counterparty’s default, SILP will generally only rank as an unsecured creditor and risk the loss of all or a portion of the amounts SILP is contractually entitled to receive.
The counterparty risk lies with each party with whom Solasglas contracts for the purpose of making derivative investments. In 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.
Apart from funds required for collateral purposes, funds allocated to our Innovations investment strategy, risk management, and other operational needs, we are contractually obligated to use commercially reasonable efforts to cause substantially all investable assets of Greenlight Re and GRIL to be contributed to SILP.
Apart from funds required for collateral purposes, funds allocated to our Innovations investment strategy, risk management, and other operational needs, we are contractually obligated to use commercially reasonable efforts to cause substantially all investable assets of Greenlight Re and GRIL to be contributed to Solasglas.
Issuers or borrowers whose securities or debt SILP holds, customers, reinsurers, clearing agents, exchanges, clearing houses, and other financial intermediaries and guarantors may default on their obligations to us and/or SILP due to bankruptcy, insolvency, lack of liquidity, adverse economic conditions, operational failure, fraud or other reasons.
Issuers or borrowers whose securities or debt Solasglas holds, customers, reinsurers, clearing agents, exchanges, clearing houses, and other financial intermediaries and guarantors may default on their obligations to us and/or Solasglas due to bankruptcy, insolvency, lack of liquidity, adverse economic conditions, operational failure, fraud or other reasons.
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. Additionally, we have a material concentration in our top five holdings at December 31, 2023.
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. Additionally, we have a material concentration in our top five holdings at December 31, 2024.
Results for the SILP 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. Potential conflicts of interest with DME Advisors and its affiliates may exist that could adversely affect us.
A downgrade or withdrawal of our A.M. Best ratings would materially and adversely affect our ability to implement our business strategy. If A.M. Best downgrades or withdraws either of our ratings, we could be severely limited or prevented from writing any new reinsurance contracts, which would materially and adversely affect our ability to implement our business strategy. Additionally, if A.M.
Best downgrades or withdraws either of our ratings, we could be severely limited or prevented from writing any new reinsurance contracts, which would materially and adversely affect our ability to implement our business strategy. Additionally, if A.M.
Pursuant to the SILP LPA, each of Greenlight Re and GRIL is obligated to pay a performance allocation of 20% to DME II at the end of each performance period based on its positive performance change to its capital account, subject to a modified loss carry forward provision.
Pursuant to the Solasglas LPA, each of Greenlight Re and GRIL is obligated to pay a performance allocation of 20% to DME II at the end of each performance period based on its positive performance change to its capital account, subject to a modified loss carry forward provision.
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. 28 Link 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.
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.
Under the SILP LPA, subject to our investment guidelines and certain other conditions, DME II, as the general partner of SILP, has complete and exclusive power and responsibility for all investment and investment management decisions to be undertaken on behalf of SILP and for managing and administering the affairs of SILP.
Under the Solasglas LPA, subject to our investment guidelines and certain other conditions, DME II, as the general partner of Solasglas, has complete and exclusive power and responsibility for all investment and investment management decisions to be undertaken on behalf of Solasglas and for managing and administering the affairs of Solasglas.
The historical performance of DME Advisors and its affiliates should not be considered indicative of the future results of the SILP investment portfolio, our future results, or any returns expected on our ordinary shares. The historical returns of SILP and other funds managed by DME Advisors and its affiliates are not directly linked to our ordinary shares.
The historical performance of DME Advisors and its affiliates should not be considered indicative of the future results of the Solasglas investment portfolio, our future results, or any returns expected on our ordinary shares. The historical returns of Solasglas and other funds managed by DME Advisors and its affiliates are not directly linked to our ordinary shares.
DME Advisors’ approach to managing those risks could prove insufficient, exposing SILP, and correspondingly our SILP investment portfolio, to material unanticipated or material losses. The compensation arrangements of SILP may create an incentive to effect transactions that are risky or speculative.
DME Advisors’ approach to managing those risks could prove insufficient, exposing Solasglas, and correspondingly our Solasglas investment portfolio, to material unanticipated or material losses. The compensation arrangements of Solasglas may create an incentive to effect transactions that are risky or speculative.
Unanticipated higher inflation could also lead to higher interest rates, potentially negatively impacting the value of any rate-sensitive financial instruments held by SILP and could also impact our Innovations investments and cause us to incur higher interest expense on our debt.
Unanticipated higher inflation could also lead to higher interest rates, potentially negatively impacting the value of any rate-sensitive financial instruments held by Solasglas and could also impact our Innovations investments and cause us to incur higher interest expense on our debt.
Investments in privately held early-stage companies involve a number of significant risks, including the following: 38 Link 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.
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.
Our Innovations investments include private investments and unlisted equities in early-stage or start-up entities for which no active market may exist. We carry these investments on our consolidated balance sheets at cost, less impairment, plus or minus observable price changes (see Critic al Accounting Estimates - Investments under “Part II, Item 8.
Our Innovations investments include private investments and unlisted equities in early-stage or start-up entities for which no active market may exist. We carry these investments on our consolidated balance sheets at cost, less impairment, plus or minus observable price changes (see Critical Accounting Estimates - Investments under “Part II, Item 8.
At December 31, 2023, 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, 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.
Any failures in DME Advisors’ risk management techniques and strategies to accurately quantify risk exposure could affect the risk-adjusted returns of SILP. In addition, any risk management failures could cause losses to be significantly greater than historical measures predict.
Any failures in DME Advisors’ risk management techniques and strategies to accurately quantify risk exposure could affect the risk-adjusted returns of Solasglas. In addition, any risk management failures could cause losses to be significantly greater than historical measures predict.
We may incur foreign currency exchange gains or losses as we ultimately receive premiums and settle claims in foreign currencies. In addition, SILP may invest in securities or cash denominated in currencies other than the U.S. dollar.
We may incur foreign currency exchange gains or losses as we ultimately receive premiums and settle claims in foreign currencies. In addition, Solasglas may invest in securities or cash denominated in currencies other than the U.S. dollar.
In addition, SILP holds the securities of our investment portfolio with prime brokers and has credit risk from the possibility that one or more of them may default on their obligations to SILP.
In addition, Solasglas holds the securities of our investment portfolio with prime brokers and has credit risk from the possibility that one or more of them may default on their obligations to Solasglas.
Subject to limited exceptions, under Cayman Islands law, a minority shareholder may not bring a derivative action against our Board of Directors. We do not intend to pay dividends on our ordinary shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common shares.
Subject to limited exceptions, under Cayman Islands law, a minority shareholder may not bring a derivative action against our Board of Directors. 42 Return to table of contents We do not intend to pay dividends on our ordinary shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common shares.
Similarly, if either CIMA or the CBI suspended or revoked our licenses, we could lose our exemption under the Investment Company Act of 1940, as amended (the “Investment Company Act”) (See “— We are subject to the risk of possibly becoming an investment company under U.S. federal securities law .”) 31 Link to Table of Contents Our reinsurance subsidiaries are subject to minimum capital and surplus requirements, and our failure to meet these requirements could subject us to regulatory action.
Similarly, if either CIMA or the CBI suspended or revoked our licenses, we could lose our exemption under the Investment Company Act of 1940, as amended (the “Investment Company Act”) (See “— We are subject to the risk of possibly becoming an investment company under U.S. federal securities law .”) Our reinsurance subsidiaries are subject to minimum capital and surplus requirements, and our failure to meet these requirements could subject us to regulatory action.
It also imposes group solvency and governance requirements on groups with insurers and/or reinsurers operating in the European Economic Area. A number of European Commission delegated acts and technical standards have been adopted, which set out more detailed requirements based on the overarching provisions of the Solvency II Directive.
It also imposes group solvency and governance requirements on groups with insurers and/or reinsurers operating in the EEA. A number of European Commission delegated acts and technical standards have been adopted, which set out more detailed requirements based on the overarching provisions of the Solvency II Directive.
Based on our past and current projections of our income and assets, we do not expect the Company to be a PFIC for the 2023 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 2024 taxable year or for the foreseeable future.
Greenlight Re and GRIL, as limited partners of SILP may withdraw upon notice only on the Greenlight Re Relevant Date or the GRIL Relevant Date or “for cause” (each as defined in the SILP LPA).
Greenlight Re and GRIL, as limited partners of Solasglas may withdraw upon notice only on the Greenlight Re Relevant Date or the GRIL Relevant Date or “for cause” (each as defined in the Solasglas LPA).
None of DME Advisors or its affiliates, including David Einhorn, Chairman of our Board of Directors and the President of Greenlight Capital, Inc., is obligated to devote any specific amount of time, effort or allocation, or prioritize any investment opportunity, to SILP or to address possible or actual conflicts among the accounts they may manage, which may adversely affect SILP’s investment returns, and, correspondingly, our investment returns.
None of DME Advisors or its affiliates, including David Einhorn, Chairman of our Board of Directors and the President of Greenlight Capital, Inc., is obligated to devote any specific amount of time, effort or allocation, or prioritize any investment opportunity, to Solasglas or to address possible or actual conflicts among the accounts they may manage, which may adversely affect Solasglas’ investment returns, and, correspondingly, our investment returns.
DME Advisors and its affiliates, in addition to managing SILP, may engage in investment and trading activities for their own accounts and/or for the accounts of third parties.
DME Advisors and its affiliates, in addition to managing Solasglas, may engage in investment and trading activities for their own accounts and/or for the accounts of third parties.
This lack of liquidity may adversely affect the ability of SILP to execute trade orders at desired prices and may impact our ability to fulfill our underwriting payment obligations.
This lack of liquidity may adversely affect the ability of Solasglas to execute trade orders at desired prices and may impact our ability to fulfill our underwriting payment obligations.
The Cayman Islands’ economic substance legislation had already been evaluated in June 2019 by the OECD’s Forum on Harmful Tax Practices as “not harmful”, which is the highest rating possible. There are no immediate regulatory, tax, trade or other legal impacts to the Company, but we are not able to predict any future EU actions.
The Cayman Islands’ economic substance legislation was evaluated in June 2019 by the OECD’s Forum on Harmful Tax Practices as “not harmful”, which is the highest rating possible. There are no immediate regulatory, tax, trade or other legal impacts to the Company, but we are not able to predict any future EU actions.
Best ratings; if we are unable to retain our senior management and other key personnel or implement succession plans; or if our investments incur significant losses. 24 Link to Table of Contents Substantially all of our assumed reinsurance contracts contain provisions that permit our clients to cancel the contract or require additional collateral in the event of a downgrade in our A.M.
Best ratings; if we are unable to retain our senior management and other key personnel or implement succession plans; or if our investments incur significant losses. Substantially all of our assumed reinsurance contracts contain provisions that permit our clients to cancel the contract or require additional collateral in the event of a downgrade in our A.M.
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, 2023, our top five holdings accounted for 67% 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, 2024, our top five holdings accounted for 70% of the total carrying value.
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. 25 Link 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. 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.
Risk-mitigating provisions that we put in place in the course of negotiating and executing these 30 Link to Table of Contents 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 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 currently are admitted to do reinsurance business in the Cayman Islands and the European Economic Area. We are also licensed to write insurance business in the U.K. and the EEA through our Syndicate 3456. Our operations in these jurisdictions are subject to varying degrees of regulation and supervision.
We currently are admitted to do reinsurance business in the Cayman Islands and the EEA. We are also licensed to write insurance business in the U.K. and the EEA through our Syndicate 3456. Our operations in these jurisdictions are subject to varying degrees of regulation and supervision.
In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or directors usually may not be brought by a shareholder.
Generally, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or directors usually may not be brought by a shareholder.
The global inflationary environment in the last couple years has resulted in an increase in our projected future claim costs, resulting in adverse loss reserve development.
The global inflationary environment in the last few years has resulted in an increase in our projected future claim costs, resulting in adverse loss reserve development.
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 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 44 Return to table of contents shares of corporations that are directly engaged in the insurance business.
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.
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.
Our Board of Directors has adopted our investment guidelines, which provide that SILP may commit up to, but not more than, 10% of Greenlight Re Surplus (as defined in the SILP LPA) and 7.5% of GRIL Surplus (as defined in the SILP 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 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.
A significant amount of our assets are located outside the United States. A majority of our officers and directors reside outside the United States and substantial portion of the assets of those persons are located outside of the United States.
A majority of our officers and directors reside outside the United States and substantial portion of the assets of those persons are located outside of the United States.
The effects of cyclicality could materially and adversely affect our financial condition and results of operations. 27 Link 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 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.
Our credit facility requires us and/or certain of our subsidiaries to comply with certain covenants, including restrictions on our ability to place a lien or charge on pledged assets, issue debt, and in certain circumstances, on the payment of dividends. For more details, see “Part II, Item 7.
Our credit facilities require us and/or certain of our subsidiaries to comply with certain covenants, including restrictions on our ability to place a lien or charge on pledged assets, issue debt, and in certain circumstances, on the payment of dividends. For more details, see “Part II, Item 7.
DME Advisors may, from time to time, place its or its affiliates’ representatives on creditors’ committees and/or boards of certain companies in which SILP has invested. While such representation may enable DME Advisors to enhance the sale value of SILP’s investments, it may also prevent SILP from freely disposing of investments.
DME Advisors may, from time to time, place its or its affiliates’ representatives on creditors’ committees and/or boards of certain companies in which Solasglas has invested. While such representation may enable DME Advisors to enhance the sale value of Solasglas’ investments, it may also prevent Solasglas from freely disposing of investments.
From time to time, SILP may hold a small number of relatively large security positions in relation to our capital accounts.
From time to time, Solasglas may hold a small number of relatively large security positions in relation to our capital accounts.
The entity may be subject to restrictive financial and operating covenants and their leverage may impair the ability to finance their future operations and capital needs. As a result, such 39 Link to Table of Contents entity’s flexibility to respond to changing business and economic conditions and to take advantage of business opportunities may be limited.
The entity may be subject to restrictive financial and operating covenants and their leverage may impair the ability to finance their future operations and capital needs. As a result, such entity’s flexibility to respond to changing business and economic conditions and to take advantage of business opportunities may be limited.
For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy).
For a foreign judgment to be enforced in the Cayman Islands, the judgment must be obtained in a court of law which had jurisdiction over the judgment debtor, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy).
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.
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.
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.
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.
We and SILP are exposed to credit risk from counterparties that may default on their obligations to us. We and SILP are exposed to credit risk from counterparties that may default on their obligations to us or it. The amount of the maximum exposure to credit risk is indicated by the carrying value of our and SILP’s financial assets.
We and Solasglas are exposed to credit risk from counterparties that may default on their obligations to us or it. The amount of the maximum exposure to credit risk is indicated by the carrying value of our and Solasglas’ financial assets.
Accordingly, his involvement as a member of the Boards of Directors of Greenlight Capital Re, Ltd. and Greenlight Re may lead to a conflict of interest. 35 Link 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 SILP, which may cause DME Advisors and its affiliates to effect trading in one account that may have an adverse effect on another account, including SILP.
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.
Cybersecu rity .” 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.
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.
Business - Regul ations ”, we are required to provide letters of credit or collateral to jurisdictions in which we are not licensed or admitted as a reinsurer.
Business - Regulations ”, we are required to provide letters of credit or collateral to jurisdictions in which we are not licensed or admitted as a reinsurer.
Accordingly, we may not be able to obtain our desired amounts of retrocessional coverage, negotiate terms that we deem 29 Link to Table of Contents appropriate or acceptable, or obtain retrocessional coverage from entities with satisfactory creditworthiness.
Accordingly, we may not be able to obtain our desired amounts of retrocessional coverage, negotiate terms that we deem appropriate or acceptable, or obtain retrocessional coverage from entities with satisfactory creditworthiness.
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.
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.
The exercise of such rights in the aggregate could significantly affect our financial condition, results of operations, and our underwriting capacity. If our losses and LAE greatly exceed our loss reserves, our financial condition may be materially and adversely affected.
The exercise of such rights in the aggregate could significantly affect our financial condition, results of operations, and our underwriting capacity. 25 Return to table of contents If our losses and LAE greatly exceed our loss reserves, our financial condition may be materially and adversely affected.
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.
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeRegular assessments, SOC reviews, and collaborative efforts 46 Link to Table of Contents are integral components of our strategy, aimed at fostering a secure and resilient ecosystem that safeguards sensitive information and maintains the integrity of our digital infrastructure in partnership with external entities. We have a Chief Information Security Officer ("CISO") and have an IT Steering Committee ("ITSC").
Biggest changeBy implementing comprehensive measures in line with recognized standards, we ensure that our third-party cybersecurity protocols are aligned with rigorous standards. Regular assessments, SOC reviews, and collaborative efforts are integral components of our strategy, aimed at fostering a secure and resilient ecosystem that safeguards sensitive information and maintains the integrity of our digital infrastructure in partnership with external entities.
Our CISO is responsible for establishing the cybersecurity vision for the Company, determining and prioritizing cybersecurity initiatives, and keeping abreast of developing security threats.
We have a Chief Information Security Officer ("CISO") and have an IT Steering Committee ("ITSC"). Our CISO is responsible for establishing the cybersecurity vision for the Company, determining and prioritizing cybersecurity initiatives, and keeping abreast of developing security threats.
Periodic audits of IT and Cybersecurity are carried out as part of internal and external audits and are performed by professionals. Our approach to third-party cybersecurity underscores a commitment to robust risk management and adherence to industry best practices. By implementing comprehensive measures in line with recognized standards, we ensure that our third-party cybersecurity protocols are aligned with rigorous standards.
Periodic audits of IT and Cybersecurity are carried out as part of internal and external audits, are performed by professionals and form a part of our overall risk management system and processes. Our approach to third-party cybersecurity underscores a commitment to robust risk management and adherence to industry best practices.
The ITSC reports to the Board and Audit Committee, is chaired by our Chief Risk Officer (“CRO”), and has our CISO, Chief Financial Officer (“CFO”), and GRILChief Executive Officer, 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 SEC Reporting Officer as some of its members.
For the year ended December 31, 2023, we have not identified or experienced any cybersecurity threats or incidents likely to materially affect our business strategy, results of operations, or financial conditions. See “Item 1A.
An IT and Cybersecurity presentation is made to the Audit Committee quarterly and additionally as needed, to inform it of any new or emerging cybersecurity threats or risks. We have not identified or experienced any cybersecurity threats or incidents likely to materially affect our business strategy, results of operations, or financial conditions. See “Item 1A.
Removed
Our CRO has over 20 years’ experience in the property and casualty reinsurance industry, and significant expertise in the field of risk management. He holds a CISM certification, as well as a B.Sc. in Mathematics and a Ph.D. in Computer Science from the University of Salford.
Added
Our Head of IT brings two decades of experience in aligning technology initiatives with business goals and managing IT strategy. With a background of over 15 years in insurance and reinsurance, the Head of IT is responsible for ensuring the implementation and adherence to governance and cybersecurity frameworks.
Removed
The CRO presents an IT and Cybersecurity update to the Audit Committee on a quarterly basis and additionally as needed, to inform it of any new or emerging cybersecurity threats or risks.

Item 2. Properties

Properties — owned and leased real estate

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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, 2023, refer to Note 16 Comm i tments and Contingencies of the consolidated financial statements.
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

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWhile the final outcome of legal disputes cannot be predicted with certainty, we do not believe that any of our existing contractual disputes, when finally resolved, will have a material adverse effect on our business, financial condition or operating results. 47 Link to Table of Contents ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Biggest changeWhile the final outcome of legal disputes cannot be predicted with certainty, we do not believe that any of our existing contractual disputes, when finally resolved, will have a material adverse effect on our business, financial condition or operating results. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+2 added5 removed7 unchanged
Biggest changeAny dividends we pay will be declared and paid in U.S. dollars. 48 Link 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, 2018 through December 31, 2023 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 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.
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, 2023, 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, 2024, Greenlight Re and GRIL both exceeded the minimum statutory capital requirements.
The performance graph assumes $100 invested on December 31, 2018 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, 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.
On March 1, 2024, there were 57 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.
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.
Removed
In addition, a letter of credit facility prohibits us from paying dividends during an event of default as defined in the letter of credit agreement.
Added
In addition, a credit facility prohibits us from paying dividends (i) during an event of default as defined in the credit agreement, (ii) if such payment would reasonably be expected to have a material adverse effect on the Company and its subsidiaries or (iii) if we are not in compliance with certain specified financial covenants pertaining to leverage, capital requirements and minimum liquidity.
Removed
Purchases of Equity Securities by the Issuer and Affiliated Purchasers Our Board has adopted a share repurchase plan. The timing of such repurchases and the actual number of shares repurchased will depend on various factors, including price, market conditions, and applicable regulatory and corporate requirements.
Added
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.
Removed
On May 2, 2023, our Board of Directors re-approved the share repurchase plan effective from July 1, 2023 until June 30, 2024, authorizing us to repurchase up to $25.0 million of ordinary shares or securities convertible into ordinary shares in the open market, through privately negotiated transactions or Rule 10b5-1 stock trading plans.
Removed
Any shares repurchased are canceled immediately upon repurchase. We are not required to repurchase any of the ordinary shares. The repurchase plan may be modified, suspended, or terminated at the election of our Board of Directors at any time without prior notice.
Removed
There were no share repurchases made under the plan during the fourth quarter and year ended December 31, 2023. 49 Link to Table of Contents ITEM 6. [RESERVED]

Item 7. Management's Discussion & Analysis

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

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Biggest changePage 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 55 Financial Condition 63 Liquidity and Capital Resources 66 Liquidity 66 Capital Resources 67 Contractual Obligations and Commitments 68 Critical Accounting Estimates 69 Premium Revenues 69 Loss and Loss Adjustment Expense Reserves 70 Investments 72 For the discussion and analysis of our results of operations and changes in financial condition for the year ended December 31, 2022 compared to the year ended December 31, 2021, refer to our 2022 Annual Report.
Biggest changePage 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.
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 ,
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 our results of operations for the years ended December 31, 2023, and 2022, and our financial condition at December 31, 2023 and 2022. This discussion should be read in conjunction with “Part II, Item 8.
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.
Removed
Financial Statements and Supplementary Data ” of this Annual Report.
Added
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.
Removed
All amounts are reported in U.S. dollars, unless otherwise noted.
Added
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.
Removed
Tabular dollars are presented in thousands, with the exception of per share amounts or as otherwise noted. 50 Link 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.
Added
Amounts may not reconcile due to rounding differences.
Added
We earned a net income of $42.8 million for the year ended December 31, 2024, a decrease of $44.0 million, or 51% compared to the prior year, predominantly due to higher losses from catastrophe and weather-related events (collectively referred as “CAT losses”), coupled with unfavorable foreign exchange movement in 2024.
Added
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%.
Added
Outlook and Trends Reinsurance market conditions As the key January 1, 2025, renewal period progressed, we saw increased competition which put pressure on headline rate; however, attachment points and other terms & conditions largely held firm. We were able to achieve signings to construct a diversified portfolio that met our risk appetite and profitability requirements.
Added
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.
Added
We continue to consider the potential impact of relevant economic factors on our underwriting portfolio. On the investment side, DME Advisors regularly monitors and re-positions Solasglas’ investment portfolio to manage the impact of inflation on its underlying investments and holds macro positions to benefit from a rising inflationary environment.
Added
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.
Added
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.
Added
The extent of our net losses and LAE incurred is a function of the amount and type of reinsurance contracts we write and the loss experience of the underlying coverage. Refer to “ Critical Accounting Estimates ” section of this MD&A.
Added
Acquisition costs consist primarily of brokerage fees, ceding commissions, premium taxes, profit commissions, letters of credit and trust fees, and federal excise taxes. We amortize deferred acquisition costs relating to successfully bound reinsurance contracts over the related contract term. Underwriting expenses consist primarily of compensation costs related to our underwriting activities, in addition to an allocation of corporate overhead costs.
Added
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.
Added
Deposit interest expense relates to the accretion costs for deposit-accounted contracts that did not meet the risk transfer condition for reinsurance accounting under U.S. GAAP. Interest expense consists of interest paid and accrued on our debt and the amortization of the related deferred financing costs.
Added
Key Financial Measures and Non-GAAP Measures Management uses certain key financial measures, some of which are not prescribed under U.S. GAAP rules and standards (“non-GAAP financial measures”), to evaluate our financial performance, financial position, and the change in shareholder value.
Added
Generally, a non-GAAP financial measure, as defined in SEC Regulation G, is a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented under U.S. GAAP.
Added
We believe that these measures, which may be calculated or defined differently by other companies, provide consistent and comparable metrics of our business performance to help shareholders understand performance trends and facilitate a more thorough understanding of the Company’s business. Non-GAAP financial measures should not be viewed as substitutes for those determined under U.S. GAAP.
Added
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.
Added
We believe that long-term growth in fully diluted book value per share is the most relevant measure of our financial performance because it provides management and investors a yardstick to monitor the shareholder value generated.
Added
Fully diluted book value per share may also help our investors, shareholders, and other interested parties form a basis of comparison with other companies within the property and casualty reinsurance industry. Fully diluted book value per share should not be viewed as a substitute for the most comparable U.S.
Added
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.
Added
Fully diluted book value per share represents basic book value per share combined with any dilutive impact of in-the-money stock options and all outstanding restricted stock units, or “RSUs”. We believe these adjustments better reflect the ultimate dilution to our shareholders.
Added
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.
Added
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.
Added
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.
Added
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.
Added
Refer to the “ Results by Segment ” section of the MD&A for further discussion and analysis. . • Investment income : Increased by $7.5 million primarily driven by an increase in income from our investment in Solasglas, which reported a gain of $33.6 million in 2024, compared to $28.7 million in 2023.
Added
Solasglas generated a net return of 9.8% for the year ended December 31, 2024, compared to a net return of 9.4% for the same period in 2023. Additionally, we earned additional investment income on funds withheld by third party Lloyd’s syndicates. The Lloyd’s syndicates invest a portion of these funds in fixed maturity securities, equities, and investment funds.
Added
We record our share of the investment income and fair value adjustments on these securities when the syndicates report them to us, generally on a quarter in arrears.
Added
See Note 13 “ Net Investme nt Income ” of the consolidated financial financial statements for further details. • Corporate and other expenses : Decreased by $7.3 million mainly due to non-recurring severance costs included in 2023, including $4.3 million relating to the separation agreement entered with our former CEO, and lower incentive compensation costs in light of the Company’s weaker performance in 2024.
Added
This was partially offset by the increase in other non-underwriting personnel and overhead costs in addition to technology investment to support the business growth. • Foreign exchange gains (losses) : $5.6 million foreign exchange losses for 2024, compared to $11.6 million foreign exchange gains for 2023, driven mainly by a weaker pound sterling movement against the U.S. dollar in 2024. • Interest expense : Increased by $0.5 million primarily due to unfavorable fair value movement on the interest rate swaps used to partially hedge the Term Loans; offset partially by lower interest expense driven by a decrease in the average outstanding Term Loans balance in 2024. 55 Return to table of contents Results by Segment During the fourth quarter of 2024, we have revised our operating segments to Open Market and Innovations.
Added
See Note 17 “ Segment R eporting ” for the consolidated segment net income before taxes in 2024, including a reconciliation to net income as reported under U.S. GAAP. Comparatives have been recast to conform with the new reportable segments. The following is a further discussion and analysis for each reporting segment.
Added
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.
Added
The increase was predominantly attributable to the following lines of business: • Financial : new excess of loss treaties in our financial multiline business and an increase in premium volume for our transactional liability business. • Property : improved pricing in our commercial and property catastrophe business. 56 Return to table of contents • Specialty : improved pricing and new customers in our marine and energy (M&E) business, including Lloyd’s whole account excess of loss treaties.
Added
Additionally, there was an increase of $9.0 million in reinstatement premiums attributable to the 2024 CAT events, in particular for the Baltimore Bridge collapse. The above was partially offset by the decrease in our multiline business, driven by two non-renewed FAL accounts on January 1, 2024; offset by premium growth from the remaining third-party FAL business.
Added
Gross premiums written in 2023 increased by $51.9 million or 11.5%, compared to 2022. The increase was predominantly attributable to property and specialty lines due to improved pricing and new business. This was partially offset mostly by a decrease in financial line predominantly due to lower level of activity in transactional liability business.
Added
Net Premiums Written Ceded premiums written in 2024 was $62.4 million, resulting in net premiums written of $541.4 million, compared to $37.9 million and $466.5 million, respectively, in 2023.
Added
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.
Added
Additionally, we had an increase in quota share retrocessions due to growth from inward property and M&E business. Ceded premiums written in 2023 was $37.9 million, resulting in net premiums written of $466.5 million, compared to $14.7 million and $437.8 million, respectively, in 2022.
Added
The increase in ceded premiums written of 157.0% was predominantly attributable to an increase in quota share retrocessions due to growth from inward property business.
Added
Net Premiums Earned Net premiums earned by line of business were as follows: % Change 2024 2023 2022 2024 to 2023 2023 to 2022 Casualty $ 89,213 17.4 % $ 82,365 17.6 % $ 78,160 19.0 % 8.3 % 5.4 % Financial 56,903 11.1 % 56,195 12.0 % 56,952 13.9 % 1.3 % (1.3) % Health 217 — % 224 — % 5,507 1.3 % (3.1) % (95.9) % Multiline 191,849 37.5 % 205,573 44.0 % 196,974 47.9 % (6.7) % 4.4 % Property 49,262 9.6 % 35,853 7.8 % 20,781 5.1 % 37.4 % 72.5 % Specialty 124,477 24.4 % 86,541 18.6 % 52,503 12.8 % 43.8 % 64.8 % Total $ 511,921 100.0 % $ 466,751 100.0 % $ 410,877 100.0 % 9.7 % 13.6 % Net premiums earned in 2024 increased by $45.2 million or 9.7%, compared to 2023.
Added
Further, net premiums earned in 2023 increased by $55.9 million or 13.6%, compared to 2022. The increase (decrease) in net premiums earned by line of business is relatively consistent with the trends noted for the gross premiums written.
Added
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.
Added
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.
Added
Loss ratio The components of the loss ratio were as follows: 57 Return to table of contents Year ended December 31, 2024 % Point Change 2023 % Point Change 2022 Current year: Attritional loss ratio 56.8 % 4.6 % 52.2 % (5.0) % 57.2 % CAT losses 7.0 % 3.7 % 3.3 % (5.7) % 9.0 % Current year loss ratio 63.8 % 8.3 % 55.4 % (10.7) % 66.2 % Prior year reserve development ratio 2.9 % 2.1 % 0.8 % 1.6 % (0.8) % Loss ratio 66.7 % 10.5 % 56.2 % (9.2) % 65.4 % Current Year Loss Ratio The current year loss ratio in 2024 increased by 8.3%, compared to 2023 due to: • 4.6% increase in attritional loss ratio in 2024, driven mainly by higher reserve estimates for the growing in-force casualty, specialty and property lines of business. • 3.7% increase in CAT losses, net of reinsurance, primarily attributable to more severe CAT loss events in 2024 including the Baltimore Bridge collapse and Hurricanes Helene and Milton, compared to one major CAT event in 2023 (the Mexican state-owned oil platform fire loss).
Added
The current year loss ratio in 2023 decreased by 10.7%, compared to 2022 due to: • 5.0% decrease in attritional loss ratio 2024, driven mainly by a change in business mix coupled with lower attritional loss estimates, principally on property and specialty lines of business that performed strongly; and • 5.7% decrease in CAT losses, net of reinsurance, primarily attributable to lower volume and less severe CAT loss events in 2023, compared to two major CAT events in 2022 (Hurricane Ian and the Russian-Ukrainian conflict).
Added
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.
Added
Acquisition cost ratio The acquisition cost ratio decreased to 28.3% in 2024 from 29.2% in 2023, primarily due business mix and higher ratio of excess of loss contracts at lower commission rates than quota share reinsurance contracts; partially offset by higher acquisition costs for certain 2023 and 2024 FAL business in our multiline business.
Added
The acquisition cost ratio decreased to 29.2% in 2023 from 30.5% in 2022, primarily due to business mix and higher ratio of excess of loss contracts at lower commission rate than quota share reinsurance contracts.
Added
Underwriting expense ratio The underwriting expense ratio decreased marginally by 0.2% to 4.0% in 2024 compared to 2023, mainly due to an increase in net premiums earned, partially offset by an increase in personnel to support the business growth.
Added
The underwriting expense ratio decreased marginally by 0.3% to 4.2% in 2023 compared to 2022, mainly due to lower interest expense on deposit-accounted contracts and an increase in net premiums earned. This was partially offset by an increase in personnel to support the business growth.
Added
Income before income taxes The income before income taxes for Open Market decreased by $38.2 million to $47.7 million in 2024 compared to 2023, driven predominantly by lower underwriting profits; partially offset by an increase in investment income on funds withheld by third party Lloyd’s syndicates. 58 Return to table of contents The income before income taxes for Open Market increased by $82.7 million to $85.9 million in 2023 compared to 2022, driven by strong underwriting profits; coupled with an increase in investment income driven mostly by favorable interest rate environment.
Added
Innovations 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.
Added
The increase was predominantly attributable to: (i) growth from existing customers in the casualty line and (ii) new customers in our financial, health, multiline (new accounts in our Syndicate 3456) and specialty lines. This was partially offset by a non-renewed treaty and lower premium volume from certain existing customers in our multiline business.
Added
Gross premiums written in 2023 increased by $37.9 million or 74.6%, compared to 2022. The increase was predominantly attributable to the casualty line driven by new business and accelerated growth with existing customers, coupled with growth in our multiline driven by new business from our Syndicate 3456.
Added
This was partially offset by a decrease in health line predominantly due to the non-renewal of a program. 59 Return to table of contents Net Premiums Written Ceded premiums written in 2024 was $14.7 million, resulting in net premiums written of $80.0 million, compared to $5.0 million and $83.6 million, respectively, in 2023.
Added
The increase in ceded premiums written of 194.5% was predominantly in the casualty line and, to a lesser extent, in the multiline and specialty lines driven by quota share reinsurance treaties with our assumed customers in which they share indirectly the underwriting risks through their captives or other platforms.
Added
Ceded premiums written in 2023 was $5.0 million, resulting in net premiums written of $83.6 million, compared to $3.4 million and $47.3 million, respectively, in 2022. The increase in ceded premiums written was predominantly in the multiline business due to new assumed business.
Added
Net Premiums Earned Net premiums earned by line of business were as follows: % Change 2024 2023 2022 2024 to 2023 2023 to 2022 Casualty $ 18,705 21.7 % $ 13,332 18.6 % $ 3,890 11.7 % 40.3 % 242.7 % Financial 5,499 6.4 % 5,076 7.1 % 655 2.0 % 8.3 % 675.0 % Health 2,144 2.5 % 2,522 3.5 % 7,030 21.2 % (15.0) % (64.1) % Multiline 51,669 59.8 % 44,533 62.1 % 19,080 57.5 % 16.0 % 133.4 % Specialty 8,335 9.6 % 6,306 8.7 % 2,529 7.6 % 32.2 % 149.3 % Total $ 86,352 100.0 % $ 71,769 100.0 % $ 33,184 100.0 % 20.3 % 116.3 % Net premiums earned in 2024 increased by $14.6 million or 20.3%, compared to 2023.
Added
Further, net premiums earned in 2023 increased by $38.6 million or 116.3%, compared to 2022. The increase in net premiums by line of business is relatively consistent with the trends noted for the gross premiums written.
Added
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.
Added
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.
Added
The current year loss ratio in 2023 increased marginally by 0.2%, compared to 2022.
Added
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.
Added
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.
Added
Acquisition cost ratio The acquisition cost ratio increased marginally by 0.2% to 31.4% in 2024 compared to 2023.We had lower acquisition costs predominantly from the financial line due to lower profit commission relating to a non-renewed program; offset mainly by new accounts in the multiline business, within our Syndicate 3456, at higher acquisition costs.
Added
The acquisition cost ratio decreased by 2.3% to 31.2% in 2023 compared to 2022, primarily due to growth in net premiums earned from our Syndicate 3456 (included in multiline) to cover fixed acquisition costs, coupled with a change in business mix with growth in our casualty and specialty lines due to new accounts at lower acquisition costs.
Added
Underwriting expense ratio The underwriting expense ratio increased by 0.5% to 4.3% in 2024 compared to 2023, mainly due to an increase in personnel and overhead costs to support the Innovations business growth; partially offset by the 20.3% increase in net premiums earned to cover fixed costs.
Added
The underwriting expense ratio decreased by 2.1% to 3.8% in 2023 compared to 2022, mainly due to the 116.3% increase in net premiums earned to cover fixed costs, partially offset by an increase in personnel costs to support the Innovations business growth.
Added
Income before income taxes The income before income taxes for Innovations was $1.8 million in 2024 compared to $1.4 million in 2023. The increase was mainly due to an increase in underwriting income, partially offset by lower net investment income driven by net downward valuation adjustments relating to certain Innovations private investments.
Added
The income before income taxes for Innovations was $1.4 million in 2023 compared to $3.4 million in 2022. The decrease was driven by a decrease in net investment income mainly due to lower unrealized gains from our Innovations private investments, in part due to less favorable pricing conditions from financing rounds completed by our investees.
Added
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.
Added
On the quota share reinsurance treaty bound in 2023, we continued to earn premiums in 2024 and incurred additional CAT losses from severe convective storms that occurred in 2024.
Added
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

10 edited+1 added0 removed9 unchanged
Biggest changeThe below table excludes the indirect effect that changes in commodity prices might have on equity securities in the SILP’s investment portfolio. 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) 10% increase in commodity prices 10% decrease in commodity prices At December 31, 2022 ($ in millions) Gold $ 3.6 $ (3.6) Silver 0.3 (0.3) Uranium 0.3 (0.3) Crude oil 0.2 (0.2) Total $ 4.4 $ (4.4) 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 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.
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 of the accompanying consolidated financial statements for further information regarding our accounting treatment of foreign currency transactions.
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.
At December 31, 2023, most of SILP’s 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, 2023 and 2022, 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 SILP.
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.
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, 2023, our investments consisted primarily of an investment in SILP. Among SILP’s 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, 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.
Interest Rate Risk The primary market risk exposure for any debt instrument is interest rate risk, including credit spreads. Most of our interest rate risk relates to interest rate derivatives held in SILP, and their value may fluctuate with changes in interest rates.
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.
At December 31, 2023, a 10% decline in the price of each of the underlying listed equity securities and equity-based derivative instruments would result in a $12.3 million (2022: $8.1 million) unrealized loss in our investment in SILP. Commodity Price Risk Generally, market prices of commodities are subject to fluctuation.
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.
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, 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 73 Link to Table of Contents At December 31, 2022 Net Asset (Liability) Exposure 10% increase in currency rate 10% decrease in currency rate GBP £ 5,235 $ (633) $ 633 Euro (10,526) 1,126 (1,126) Total foreign exchange gain (loss) $ 493 $ (493) Investment in SILP We may also be exposed to foreign currency risk through SILP’s underlying cash, forwards, options, and investments in securities denominated in foreign currencies.
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.
At December 31, 2023, our investment in SILP includes interest-rate sensitive securities, such as corporate and sovereign debt instruments and interest rate derivatives. A 100 basis points (increase or decrease) in interest rates would result in a $1.6 million gain (2022: $4.4 million) or a $3.5 million (2022: $4.9 million) loss, respectively, to our investment in SILP.
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.
At December 31, 2023, SILP’s investments incorporate unhedged exposure to changes in gold, uranium, and crude oil prices. 72 Link to Table of Contents The following table summarizes the net impact that a 10% movement in commodity prices would have on the fair value of SILP’s investment portfolio.
The following table summarizes the net impact that a 10% movement in commodity prices would have on the fair value of Solasglas’ investment portfolio.
SILP’s investments periodically include long or short investments in commodities or derivatives directly impacted by fluctuations in the prices of commodities.
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.
Added
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.

Other GLRE 10-K year-over-year comparisons