GLRE 10-Q
Greenlight Capital Re, Ltd. (GLRE)
10-Q
2026-08-04
For: 2026-06-30
View Original
Added on
August 05, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 10-Q
__________________________
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended | |||||
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
| For the transition period from to | |||||
Commission file number 001-33493
____________________________________________________________________________________
(Exact name of registrant as specified in its charter)
____________________________________________________________________________________
| N/A | |||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) | ||||
| Grand Cayman | |||||
| (Address of principal executive offices) | (Zip code) | ||||
(205 ) 291-3440
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes ☐ No ☒
At August 3, 2026, there were 32,641,344 ordinary shares outstanding, $0.10 par value per share, of the registrant.
GREENLIGHT CAPITAL RE, LTD.
TABLE OF CONTENTS
| Page | ||||||||
| Condensed Consolidated Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025 | ||||||||
| Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 (unaudited) | ||||||||
| Condensed Consolidated Statements of Changes in Shareholders' Equity for the three and six months ended June 30, 2026 and 2025 (unaudited) | ||||||||
| Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (unaudited) | ||||||||
| Notes to the Condensed Consolidated Financial Statements (unaudited) | ||||||||
2
PART I — FINANCIAL INFORMATION
NOTE OF FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (herein referred to as “Form 10-Q”) of Greenlight Capital Re, Ltd. (“Greenlight Capital Re,” “Company,” “us,” “we,” or “our”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts included in this report, including statements regarding estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements”. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the United States (“U.S.”) federal securities laws established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,” “predict,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are not historical facts, and are based on current expectations, estimates and projections, and various assumptions, many of which, are inherently uncertain and beyond management’s control.
Forward-looking statements contained in this Form 10-Q may include, but are not limited to, information regarding our estimates for net loss and loss adjustment expenses incurred, including catastrophes and weather-related losses (herein referred to as “CAT losses”), measurements of potential losses in the fair market value of our investments, our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, the outcome of our strategic initiatives, our expectations regarding pricing, and other market and economic conditions including inflation, our growth prospects, and valuations of the potential impact of movements in interest rates, equity securities’ prices, and foreign currency exchange rates.
Forward-looking statements only reflect our expectations and are not guarantees of performance. These statements involve risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual events or results to differ materially from those indicated in such statements. We believe that these factors include, but are not limited to:
•any suspension or revocation of any of our licenses;
•losses from catastrophes and other major events;
•the loss of significant brokers; and
•those described under “Item 1A, Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 9, 2026 (“2025 Form 10-K”), as those risk factors may be updated from time to time in our periodic and other filings with the SEC, which is accessible on the SEC’s website at www.sec.gov.
We undertake no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events, or otherwise. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only to the dates they were made.
We intend to communicate certain events that we believe may have a material adverse impact on our operations or financial position, including property and casualty catastrophic events and material losses in our investment portfolio, in a timely manner through a public announcement. Other than as required by the Exchange Act, we do not intend to make public announcements regarding underwriting or investment events that we do not believe, based on management’s estimates and current information, will have a material adverse impact on our operations or financial position.
3
ITEM 1. FINANCIAL STATEMENTS
GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2026 (unaudited) and December 31, 2025
(expressed in thousands of U.S. dollars, except per share and share amounts)
| June 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Investments | |||||||||||
| Investment in related party investment fund, at fair value | $ | $ | |||||||||
| Fixed maturity investments, at fair value | |||||||||||
| Other investments | |||||||||||
| Total investments | |||||||||||
| Cash and cash equivalents | |||||||||||
| Restricted cash and cash equivalents | |||||||||||
| Reinsurance balances receivable | |||||||||||
| Reinsurance recoverable on unpaid loss and loss adjustment expenses | |||||||||||
| Deferred acquisition costs | |||||||||||
| Unearned premiums ceded | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and equity | |||||||||||
| Liabilities | |||||||||||
| Loss and loss adjustment expense reserves | $ | $ | |||||||||
| Unearned premium reserves | |||||||||||
| Reinsurance balances payable | |||||||||||
| Funds withheld | |||||||||||
| Other liabilities | |||||||||||
| Debt | |||||||||||
| Total liabilities | |||||||||||
Commitments and Contingencies (Note 16) | |||||||||||
| Shareholders' equity | |||||||||||
Preferred share capital (par value $ | |||||||||||
Ordinary share capital (par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
The accompanying Notes to the Condensed Consolidated Financial Statements are an
integral part of the Condensed Consolidated Financial Statements.
GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the three and six months ended June 30, 2026 and 2025
(expressed in thousands of U.S. dollars, except per share and share amounts)
| Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Gross premiums written | $ | $ | $ | $ | |||||||||||||||||||
| Gross premiums ceded | ( | ( | ( | ( | |||||||||||||||||||
| Net premiums written | |||||||||||||||||||||||
| Change in net unearned premium reserves | ( | ( | ( | ||||||||||||||||||||
| Net premiums earned | |||||||||||||||||||||||
Income (loss) from investment in related party investment fund (see Note 3) | ( | ( | |||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Foreign exchange gains (losses) | ( | ( | |||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Net loss and loss adjustment expenses incurred | |||||||||||||||||||||||
| Acquisition costs | |||||||||||||||||||||||
| Underwriting expenses | |||||||||||||||||||||||
| Corporate and other expenses | |||||||||||||||||||||||
| Deposit interest expense | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Total expenses | |||||||||||||||||||||||
| Income before income tax | ( | ||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | $ | ||||||||||||||||||
| Earnings per share ("EPS"): | |||||||||||||||||||||||
| Basic | $ | ( | $ | $ | $ | ||||||||||||||||||
| Diluted | $ | ( | $ | $ | $ | ||||||||||||||||||
| Weighted average number of ordinary shares used in the determination of EPS: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying Notes to the Condensed Consolidated Financial Statements are an
integral part of the Condensed Consolidated Financial Statements.
5
GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(UNAUDITED)
For the three and six months ended June 30, 2026 and 2025
(expressed in thousands of U.S. dollars)
| Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Ordinary share capital | |||||||||||||||||||||||
| Balance - beginning of period | $ | $ | $ | $ | |||||||||||||||||||
| Issued (forfeited) shares, net | ( | ||||||||||||||||||||||
| Repurchase of ordinary shares | ( | ( | ( | ( | |||||||||||||||||||
| Balance - end of period | |||||||||||||||||||||||
| Additional paid-in capital | |||||||||||||||||||||||
| Balance - beginning of period | |||||||||||||||||||||||
| Repurchase of ordinary shares | ( | ( | ( | ( | |||||||||||||||||||
| Share-based compensation expense | |||||||||||||||||||||||
| Balance - end of period | |||||||||||||||||||||||
| Retained earnings | |||||||||||||||||||||||
| Balance - beginning of period | |||||||||||||||||||||||
| Net income (loss) | ( | ||||||||||||||||||||||
| Balance - end of period | |||||||||||||||||||||||
| Total shareholders' equity | $ | $ | $ | $ | |||||||||||||||||||
The accompanying Notes to the Condensed Consolidated Financial Statements are an
integral part of the Condensed Consolidated Financial Statements.
6
GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the six months ended June 30, 2026 and 2025
(expressed in thousands of U.S. dollars)
| Six months ended June 30 | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income or loss to net cash provided by operating activities: | |||||||||||
| Income from investments in related party investment fund | ( | ( | |||||||||
| Net realized and unrealized losses (gains) on investments | ( | ||||||||||
| Net realized and unrealized losses (gains) on derivatives | |||||||||||
| Share-based compensation expense | |||||||||||
| Accretion of debt offering costs, net of change in interest accruals | |||||||||||
| Net change in: | |||||||||||
| Reinsurance balances receivable | ( | ||||||||||
| Reinsurance recoverable on unpaid loss and loss adjustment expenses | ( | ( | |||||||||
| Deferred acquisition costs | ( | ||||||||||
| Unearned premiums ceded | ( | ( | |||||||||
| Loss and loss adjustment expense reserves | |||||||||||
| Unearned premium reserves | |||||||||||
| Reinsurance balances payable | |||||||||||
| Funds withheld | |||||||||||
| Other items, net | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Proceeds from redemptions of investment in Solasglas | |||||||||||
| Contributions to investment in Solasglas | ( | ( | |||||||||
| Proceeds from sales of fixed maturity investments | |||||||||||
| Proceeds from redemptions and maturities of fixed maturity investments | |||||||||||
| Purchases of fixed maturity investments | ( | ||||||||||
| Purchases of other investments | ( | ( | |||||||||
| Proceeds from sale of other investments | |||||||||||
| Purchases of other assets | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Borrowings from debt facility | |||||||||||
| Repayment of debt | ( | ||||||||||
| Repurchase of ordinary shares | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | |||||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | ( | ||||||||||
| Cash, cash equivalents and restricted cash at beginning of the period | |||||||||||
| Cash, cash equivalents and restricted cash at end of the period | $ | $ | |||||||||
| Supplementary information: | |||||||||||
| Interest paid in cash | $ | $ | |||||||||
Income tax paid in cash | $ | $ | |||||||||
The accompanying Notes to the Condensed Consolidated Financial Statements are an
integral part of the Condensed Consolidated Financial Statements.
7
GREENLIGHT CAPITAL RE, LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
June 30, 2026
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
Greenlight Capital Re, Ltd. (“GLRE” or “Parent” and, together with its wholly-owned subsidiaries, the “Company”) was incorporated as an exempted company under the Companies Law of the Cayman Islands on July 13, 2004. The Company is a global specialty property and casualty reinsurer headquartered in the Cayman Islands. The ordinary shares of GLRE are listed on Nasdaq Global Select Market under the symbol “GLRE.”
Basis of Presentation
In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position and results of operations as at the end of and for the periods presented. The results of operations for any interim period are not necessarily indicative of the results for a full year.
Tabular dollars are in thousands, with the exception of per share amounts or otherwise noted. All amounts are reported in U.S. dollars.
2. SIGNIFICANT ACCOUNTING POLICIES
There were no changes to the Company’s significant accounting policies subsequent to its 2025 Form 10-K.
Recently Issued Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). This ASU 2024-03 requires more detailed disclosures about the type of expenses (including employee compensation, and depreciation / amortization) in commonly presented expense captions in the condensed consolidated income statements. ASU 2024-03 is effective for public business entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years after December 15, 2027. Early adoption is permitted. As this ASU relates solely to financial statement disclosure, its adoption will not impact the Company's results of operations, financial condition, or liquidity.
3. INVESTMENT IN RELATED PARTY INVESTMENT FUND
The Company’s maximum exposure to loss relating to Solasglas Investments, LP (“Solasglas”) is limited to GLRE's share of Partners’ capital in Solasglas. At June 30, 2026, GLRE’s share of Partners’ capital in Solasglas was $493.4 million (December 31, 2025: $504.6 million), representing 81.6 % (December 31, 2025: 81.4 %) of Solasglas’ total capital. DME Advisors II, LLC held the remaining 18.4 % (December 31, 2025: 18.6 %) of Solasglas’ total capital.
The Company’s share of Solasglas’ income (loss) from operations for the three and six months ended June 30, 2026 was a loss of $27.9 million and income of $5.8 million, respectively, (three and six months ended June 30, 2025: loss of $18.3 million and income of $13.9 million, respectively), as shown in the caption “Income from
8
investment in related party investment fund” in the Company’s condensed consolidated statements of operations.
The summarized financial statements of Solasglas are presented below.
Summarized Statements of Financial Condition of Solasglas Investments, LP
| June 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Investments, at fair value | $ | $ | |||||||||
| Derivative contracts, at fair value | |||||||||||
| Due from brokers | |||||||||||
| Interest and dividends receivable | |||||||||||
| Total assets | |||||||||||
| Liabilities | |||||||||||
| Investments sold short, at fair value | ( | ( | |||||||||
| Derivative contracts, at fair value | ( | ( | |||||||||
| Capital withdrawals payable | ( | ( | |||||||||
| Interest and dividends payable | ( | ( | |||||||||
| Accrued expenses and other liabilities | ( | ( | |||||||||
| Total liabilities | ( | ( | |||||||||
| Partners' capital | $ | $ | |||||||||
| GLRE’s share of Partners' capital | $ | $ | |||||||||
9
Summarized Statements of Operations of Solasglas Investments, LP
| Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Investment income | |||||||||||||||||||||||
| Dividend income (net of withholding taxes) | $ | $ | $ | $ | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Total Investment income | |||||||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Management fee | ( | ( | ( | ( | |||||||||||||||||||
| Interest | ( | ( | ( | ( | |||||||||||||||||||
| Dividends | ( | ( | ( | ( | |||||||||||||||||||
| Research and operating | ( | ( | ( | ( | |||||||||||||||||||
| Total expenses | ( | ( | ( | ( | |||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Realized and change in unrealized gains (losses) | |||||||||||||||||||||||
| Net realized gain (loss) | ( | ||||||||||||||||||||||
| Net change in unrealized depreciation | ( | ( | ( | ( | |||||||||||||||||||
| Net gain (loss) on investment transactions | ( | ( | |||||||||||||||||||||
Net increase (decrease) in Partners' capital (1) | $ | ( | $ | ( | $ | $ | |||||||||||||||||
GLRE’s share of the increase (decrease) in Partners' capital | $ | ( | $ | ( | $ | $ | |||||||||||||||||
(1) The net increase (decrease) in Partners’ capital is net of management fees and performance allocation presented below:
| Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Management fees | $ | $ | $ | $ | |||||||||||||||||||
| Performance allocation | ( | ( | |||||||||||||||||||||
| Total | $ | ( | $ | ( | $ | $ | |||||||||||||||||
See Note 14 for further details on management fees and performance allocation.
10
4. FIXED MATURITY INVESTMENTS
For certain regulatory trust accounts used as collateral for reinsurance clients, the funds are invested in fixed maturity securities. Accordingly, these investments are restricted for reinsurance clients.
The following table summarizes the fair value of fixed maturity investments:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Fixed maturity securities: | |||||||||||
| U.S. government and agencies | $ | $ | |||||||||
| Agency residential mortgage-backed securities ("RMBS") | |||||||||||
| Corporate bonds | |||||||||||
Asset-backed securities ("ABS") | |||||||||||
| Non-agency RMBS | |||||||||||
| Municipal bonds | |||||||||||
| Total fixed maturity securities | |||||||||||
Liquidity funds | |||||||||||
| Total fixed maturity investments, at fair value | $ | $ | |||||||||
Liquidity funds generally include cash and cash equivalents and highly liquid investments.
5. OTHER INVESTMENTS
Portfolio
At June 30, 2026, the breakdown of the Company’s other investments was as follows:
| At June 30, 2026 | Cost | Unrealized gains | Unrealized losses | Accrued interest | Fair value / carrying value | ||||||||||||||||||||||||
| Private equity securities | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
| Private debt securities | |||||||||||||||||||||||||||||
| Total other investments | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
At December 31, 2025, the breakdown of the Company’s other investments was as follows:
| At December 31, 2025 | Cost | Unrealized gains | Unrealized losses | Accrued interest | Fair value / carrying value | ||||||||||||||||||||||||
| Private equity securities | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
| Private debt securities | ( | ||||||||||||||||||||||||||||
| Total other investments | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||
Private equities
Measurement alternative
During the six months ended June 30, 2026, the Company made further investments in equity securities in privately held entities that do not have readily determinable fair values. In accordance with ASC 321-10-35-2, the Company has elected to apply the measurement alternative to these new investments.
11
Adjustments for observable price changes and impairments
The Company recognized the following adjustments to the carrying values of the private investments and unlisted equity securities, resulting from observable price changes in orderly transactions and impairments:
| Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
Upward adjustments (1) | $ | $ | $ | $ | |||||||||||||||||||
Downward adjustments and impairments(2) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
(1) The cumulative upward carrying value changes from inception to June 30, 2026, for outstanding holdings, totaled $60.0 million.
(2) The cumulative downward carrying value changes from inception to June 30, 2026, for outstanding holdings, totaled $29.9 million.
Net investment income
The following table summarizes the change in unrealized gains (losses) and the realized gains (losses) for the Company’s other investments, which are included in “Net investment income” in the condensed consolidated statements of operations (see Note 14):
| Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Gross realized gains | $ | $ | $ | $ | |||||||||||||||||||
| Gross realized losses | ( | ||||||||||||||||||||||
| Net realized gains (losses) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Change in unrealized gains | ( | ||||||||||||||||||||||
| Net realized and unrealized gains (losses) on other investments | $ | ( | $ | $ | ( | $ | |||||||||||||||||
6. RESTRICTED CASH AND CASH EQUIVALENTS
The following table shows the breakdown of the Company’s restricted cash and cash equivalents, along with a reconciliation of the total cash, cash equivalents, and restricted cash reported in the condensed consolidated statements of cash flows:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Restricted cash and cash equivalents: | |||||||||||
| Cash securing trust accounts | $ | $ | |||||||||
| Cash securing letters of credit issued | |||||||||||
| Cash securing debt facility | |||||||||||
Other | |||||||||||
| Total restricted cash and cash equivalents | |||||||||||
| Cash and cash equivalents | |||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | |||||||||
7. FAIR VALUE MEASUREMENTS
Assets measured at fair value on a nonrecurring basis
At June 30, 2026, the Company held $50.7 million (December 31, 2025: $53.3 million) of private equities measured at fair value on a nonrecurring basis. At June 30, 2026, the Company held $14.2 million (December 31, 2025:
12
$9.6 million) of private equities measured at cost. The Company classifies these investments as Level 3 within the fair value hierarchy.
The following table summarizes the periods between the most recent fair value measurement dates and June 30, 2026, for the private equities measured at fair value on a nonrecurring basis:
| Less than 6 months | 6 to 12 months | Over 1 year | Total | ||||||||||||||||||||
| Fair values measured on a nonrecurring basis | $ | $ | $ | $ | |||||||||||||||||||
Assets measured at fair value on a recurring basis
Fixed maturity investments
The following table summarizes the fair value hierarchy for the Company’s fixed maturity portfolio.
| At June 30, 2026 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| U.S. government and government agencies | $ | $ | $ | $ | |||||||||||||||||||
| Agency RMBS | |||||||||||||||||||||||
| Corporate bonds | |||||||||||||||||||||||
| ABS | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Financial Instruments Disclosed, But Not Carried, at Fair Value
8. LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES
The Company’s loss and loss adjustment expense (“LAE”) reserves were composed of the following:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Case reserves | $ | $ | |||||||||
| IBNR | |||||||||||
| Total | $ | $ | |||||||||
Reserve Roll-forward
The following provides a reconciliation of the Company’s beginning and ending gross and net reserves for loss and LAE:
13
| Consolidated | Six months ended June 30 | ||||||||||
| 2026 | 2025 | ||||||||||
| Gross balance at January 1 | $ | $ | |||||||||
| Less: Losses recoverable | ( | ( | |||||||||
| Net balance at January 1 | |||||||||||
| Incurred losses related to: | |||||||||||
| Current year | |||||||||||
| Prior years | ( | ||||||||||
| Total incurred | |||||||||||
| Paid losses related to: | |||||||||||
| Current year | ( | ( | |||||||||
| Prior years | ( | ( | |||||||||
| Total paid | ( | ( | |||||||||
| Foreign exchange and translation adjustment | ( | ||||||||||
| Net balance at June 30 | |||||||||||
| Add: Losses recoverable (see Note 8) | |||||||||||
| Gross balance at June 30 | $ | $ | |||||||||
Estimates for Catastrophe Events
At June 30, 2026, the Company’s net reserves for losses and LAE include estimated amounts for several catastrophe and weather-related events (the “CAT losses”). The magnitude and volume of losses arising from CAT events is inherently uncertain. Adjustments are recorded in the period in which they are identified. Accordingly, actual losses for CAT events may ultimately differ materially from the Company’s current estimates.
CAT events in 2026
During the six months ended June 30, 2026, the Company incurred CAT losses of $31.5 million relating to the Middle East conflict and a QatarEnergy gas facility explosion. There were no loss recoveries associated with these CAT losses.
CAT events in 2025
During the six months ended June 30, 2025, the Company incurred CAT losses of $27.0 million relating to the California wildfires. There were no loss recoveries associated with this event.
Prior Year Reserve Development
The Company’s net favorable (adverse) prior year reserve development arises from changes to estimates for losses and LAE related to loss events that occurred in previous calendar years. The following table presents net prior year reserve development by segment and consolidated:
| Favorable (Adverse) | |||||||||||||||||||||||||||||
| Open Market | Innovations | Total Segments | Corporate | Total Consolidated | |||||||||||||||||||||||||
| Six months ended June 30, 2026 | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||
| Six months ended June 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
Open Market Segment
•The net favorable reserve development for the six months ended June 30, 2026 was composed of $12.4 million mainly on the property business due to lower California wildfire losses than previously anticipated based on latest clients’ estimates (accident year 2025). This was partially offset by $6.8 million of reserve
14
strengthening predominantly on the specialty business relating to two large loss events (accident year 2025) and the Russian-Ukrainian conflict.
•The net adverse reserve development for the six months ended June 30, 2025 was composed of $32.0 million of reserve strengthening predominantly on the casualty line (various accident years) due to current economic and social inflation trends, in addition to worse than expected loss emergence for the financial line (accident years 2021, 2022, and 2024) relating to the transactional liability business, and for the multiline business (accident years 2023-2024) relating to the commercial auto business. This was partially offset by $28.0 million of favorable reserve development on property (mostly 2024 underwriting year) and specialty lines (mostly accident years 2022-2024) due to better than expected loss emergence.
Innovations Segment
•The net adverse reserve development for the six months ended June 30, 2026 was composed of $5.2 million of reserve strengthening predominantly on the casualty business due to worse than expected loss emergence on the general liability line (accident year 2022). This was partially offset by $3.0 million of favorable reserve development predominantly on the multiline business (Syndicate 3456 on accident year 2024).
•The net adverse reserve development for the six months ended June 30, 2025 was composed of $2.3 million of reserve strengthening predominantly on the financial line (accident years 2022-2023) due to higher volume of claims than expected. This was partially offset by $0.4 million of favorable reserve development predominantly on the multiline business.
Corporate - Runoff Business
Corporate represents the Innovations related property runoff business. The prior year adverse reserve development for the above periods relate to continued worse than expected loss emergence on U.S. homeowners property claims relating to the U.S tornados (accident years 2021-2023).
9. RETROCESSION
The following table provides a breakdown of ceded reinsurance:
| Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Gross ceded premiums | $ | $ | $ | $ | |||||||||||||||||||
| Earned ceded premiums | $ | $ | $ | $ | |||||||||||||||||||
| Loss and loss adjustment expenses ceded | $ | $ | $ | $ | |||||||||||||||||||
Retrocession contracts do not relieve the Company from its obligations to its cedents. Failure of retrocessionaires to honor their obligations could result in losses to the Company.
The following table shows a breakdown of losses recoverable on a gross and net of collateral basis:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Gross | Net of Collateral(1) | Gross | Net of Collateral(1) | ||||||||||||||||||||
| A- or better by A.M. Best | $ | $ | $ | $ | |||||||||||||||||||
| Not rated | |||||||||||||||||||||||
| Total before provision | $ | $ | $ | $ | |||||||||||||||||||
| Provision for credit losses | ( | ( | |||||||||||||||||||||
| Total reinsurance recoverable, net | $ | $ | |||||||||||||||||||||
(1) Collateral is in the form of cash, letters of credit, funds withheld, and/or cash collateral held in trust accounts. This excludes any excess collateral in order to disclose the aggregate net exposure for each retrocessionaire.
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At June 30, 2026, we had one reinsurer (December 31, 2025: 2) that accounted for 10% or more of the total loss and loss adjustment expenses recoverable, net of the credit loss provision, for an aggregate gross amount of $24.8 million (December 31, 2025: $20.7 million).
10. DEBT AND CREDIT FACILITIES
Debt Obligations
The following table summarizes the Company’s outstanding debt obligations.
| June 30, 2026 | December 31, 2025 | ||||||||||
| Revolving credit facility | $ | $ | |||||||||
| Less: deferred financing costs | ( | ( | |||||||||
| Total debt | $ | $ | |||||||||
Credit Facilities
At June 30, 2026, the Company had letters of credit (“LC”) facilities with the following financial institutions:
| Capacity | LCs issued | ||||||||||
For reinsurance contracts: | |||||||||||
| HSBC | $ | $ | |||||||||
| Citibank | |||||||||||
| CIBC | |||||||||||
| Total LCs in favor of cedants | $ | $ | |||||||||
For Lloyds' syndicates capacity: | |||||||||||
| Citibank FAL | £ | £ | |||||||||
Except for the above Citibank FAL facility, the LC facilities are cash collateralized (see Note 6). The LC facilities are subject to various customary covenants. At June 30, 2026, the Company was in compliance with all LC facilities’ covenants.
The following were material changes to the respective LC agreements during 2026.
CIBC LC Facilities
On April 1, 2026, the Company entered into the following transactions through its subsidiaries: (i) Greenlight Reinsurance, Ltd. (“Greenlight Re”) amended and restated its Master LC Agreement with CIBC, and ii) Greenlight Reinsurance Ireland, Designated Activity Company (“GRIL”) entered into a Master LC Agreement with CIBC (collectively, the “Master LC Agreements”, and the facilities thereunder, the “CIBC LC Facilities” and each a “CIBC LC Facility”). The Master LC Agreements increase the aggregate LC commitment by CIBC from $200 million to $300 million, thereby providing additional LC capacity for the Company’s operating subsidiaries, Greenlight Re and GRIL. Initially, $250 million has been allocated to Greenlight Re and $50 million to GRIL; however, this allocation may be changed by written agreement between the parties. The CIBC LC Facilities will mature on December 22, 2027, subject to automatic annual extensions unless prior written notice is provided by either party.
Each CIBC LC Facility is secured by a first-priority lien on a separate cash collateral account held with CIBC, with a minimum cash balance equal to the face amount of the LCs issued and outstanding under such CIBC LC Facility.
Citibank FAL Facility
On April 29, 2026, the Citibank FAL facility increased from £50 million to £60 million. On April 29, 2026, Citibank issued an additional LC of £13 million for a total of £58 million in favor of Lloyd’s to support the Company’s FAL business.
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11. SHARE CAPITAL
Ordinary Shares
The Company’s authorized share capital is 125,000,000 ordinary shares, par value of $0.10 per share.
The following table is a summary of changes in ordinary shares issued and outstanding:
| Six months ended June 30 | |||||||||||
| 2026 | 2025 | ||||||||||
Balance – beginning of period | |||||||||||
| Issue of shares for vested RSUs (see Note 12) | |||||||||||
| Forfeiture of restricted shares (see Note 12) | ( | ( | |||||||||
| Repurchase of ordinary shares | ( | ( | |||||||||
Balance – end of period | |||||||||||
Share Repurchase Plan
On May 2, 2025, the Board of Directors re-approved a share repurchase plan, until June 30, 2026, authorizing the Company to repurchase up to $25 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.
On April 28, 2026, the Board of Directors approved a new share repurchase plan of up to $40 million from May 15, 2026 to May 31, 2027. This replaces the former plan noted above.
Any shares repurchased are canceled immediately upon repurchase.
For the six months ended June 30, 2026, the Company repurchased 1,102,065 ordinary shares for $19.2 million (2025: $5.0 million).
Preferred Shares
The Company’s authorized share capital also consists of 50,000,000 preference shares with a par value of $0.10 each. At June 30, 2026, the Company has no issued and outstanding preferred shares.
12. SHARE-BASED COMPENSATION
Refer to Note 12 of the Company’s audited consolidated financial statements of its 2025 Form 10-K for a summary of the Company’s 2023 Incentive Plan, including the definition of performance-based and service-based stock awards.
At June 30, 2026, 2,668,249 (December 31, 2025: 2,932,559 ) ordinary shares remained available for future issuance under the Company’s 2023 Incentive Plan.
Employee and Director Restricted Shares
The following table summarizes the activity for unvested outstanding restricted share awards (“RSs”) during the six months ended June 30, 2026 and 2025:
17
Performance RSs | Service RSs | ||||||||||||||||||||||
| Number of non-vested restricted shares | Weighted average grant date fair value | Number of non-vested restricted shares | Weighted average grant date fair value | ||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||
| Forfeited | ( | ( | |||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | |||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | |||||||||||||||||||||
For the six months ended June 30, 2026, the total fair value of Performance and Service RSs vested was $5.1 million (2025: $4.2 million). The remaining outstanding Service RSs were granted to independent directors. Starting in 2024, stock award to employees were made in the form of restricted stock units.
Employee Restricted Stock Units
The following table summarizes the activity for unvested outstanding restricted stock units (“RSUs”) during the six months ended June 30, 2026 and 2025:
Performance RSUs | Service RSUs | ||||||||||||||||||||||
| Number of non-vested RSUs | Weighted average grant date fair value | Number of non-vested RSUs | Weighted average grant date fair value | ||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||
| Forfeited | ( | ( | |||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | |||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||
| Forfeited | ( | ( | |||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | |||||||||||||||||||||
For the awards granted during the six months ended June 30, 2026, the Service RSUs vest evenly over three years on January 1, subject to the grantee’s continued service with the Company. If performance goals are achieved, the Performance RSUs will cliff vest at the end of a three-year performance period within a range of 0 % and 200 % of the awarded Performance RSUs, with a target of 100 %.
For the six months ended June 30, 2026, the total fair value of Performance and Service RSUs vested was $2.1 million (2025: $1.4 million).
18
Stock Compensation Expense
For the six months ended June 30, 2026, the Company recorded $2.8 million (2025: $2.5 million) of total stock compensation expense (net of forfeitures), respectively. Forfeiture recoveries were immaterial for both periods.
13. EARNINGS PER SHARE
The following table reconciles net income and weighted average shares used in computing basic and diluted EPS for the three and six months ended June 30, 2026 and 2025:
| Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Numerator for EPS: | |||||||||||||||||||||||
| Net income (loss) - basic | $ | ( | $ | $ | $ | ||||||||||||||||||
Net income (loss) - diluted | $ | ( | $ | $ | $ | ||||||||||||||||||
| Denominator for EPS: | |||||||||||||||||||||||
| Weighted average shares outstanding - basic | |||||||||||||||||||||||
| Effect of dilutive employee and director share-based awards | |||||||||||||||||||||||
| Weighted average shares outstanding - diluted | |||||||||||||||||||||||
| Anti-dilutive stock options outstanding | |||||||||||||||||||||||
| Anti-dilutive unvested restricted shares and restricted stock units outstanding | |||||||||||||||||||||||
| EPS: | |||||||||||||||||||||||
| Basic | $ | ( | $ | $ | $ | ||||||||||||||||||
| Diluted | $ | ( | $ | $ | $ | ||||||||||||||||||
14. NET INVESTMENT INCOME
The following table provides a breakdown of net investment income:
| Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Interest and dividend income, net of withholding taxes and other expenses | $ | $ | $ | $ | |||||||||||||||||||
| Investment income from Lloyd's syndicates | |||||||||||||||||||||||
Net realized and unrealized gains (losses) on fixed maturities | ( | ( | |||||||||||||||||||||
| Net realized and unrealized gains (losses) on other investments (see Note 5) | ( | ( | |||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Share of Solasglas' net income (loss) (see Note 3) | ( | ( | |||||||||||||||||||||
Total investment income (loss) | $ | ( | $ | ( | $ | $ | |||||||||||||||||
15. RELATED PARTY TRANSACTIONS
Investment Advisory Agreement
For the six months ended June 30, 2026, there was no material change to the Company’s investment advisory agreement with Solasglas as described in its 2025 Form 10-K. Effective May 1, 2026, the monthly management fee payable to DME Advisors by Solasglas changed to 0.104 % (1.25 % per annum) from 0.125 % (1.5 % per annum).
19
Refer to Note 3 for a breakdown of management fees and performance fees for the six months ended June 30, 2026 and 2025.
Green Brick Partners, Inc.
David Einhorn also serves as the Chairman of the Board of Directors of Green Brick Partners, Inc. (“GRBK”), a publicly-traded company. At June 30, 2026, Solasglas, along with certain affiliates of DME Advisors, collectively owned 24.0 % of the issued and outstanding common shares of GRBK. Under applicable securities laws, DME Advisors may sometimes be limited in its ability to trade GRBK shares held in Solasglas. At June 30, 2026, Solasglas held 0.8 million shares of GRBK.
Service Agreement
The Company has entered into a service agreement with DME Advisors, pursuant to which DME Advisors provides certain investor relations services to the Company for compensation of five thousand dollars per month (plus expenses). The agreement automatically renews annually until terminated by either the Company or DME Advisors for any reason with 30 days prior written notice to the other party.
Collateral Assets Investment Management Agreement
Effective January 1, 2019, the Company (and its subsidiaries) entered into a collateral assets investment management agreement (the “CMA”) with DME Advisors, pursuant to which DME Advisors manages certain assets of the Company that are not subject to the Solasglas LPA and are held by the Company to provide collateral required by the cedents in the form of trust accounts and letters of credit. In accordance with the CMA, DME Advisors receives no fees and is required to comply with the collateral investment guidelines. The CMA can be terminated by any of the parties upon 30 days’ prior written notice to the other parties.
Share Repurchase Agreement
On June 1, 2026, the Company entered into an Ordinary Share Repurchase Agreement (the “Ordinary Share Agreement”) with David Einhorn 2021-07 Family Trust (the “Seller”), an affiliate of Mr. David Einhorn. Subject to the terms and conditions of the Ordinary Share Agreement:
•the Company will buy back from the Seller a number of ordinary shares ($0.10 par value per share) equal to 33 % of all the ordinary shares the Company repurchases under a 10b5-1 plan entered into on June 3, 2026 (the "June 10b5-1 Plan"). This covers the period from when the June 10b5-1 Plan takes effect up to (but not including) the trading day before the closing date, with the share count rounded down to the nearest whole share; and
•the price the Company pays the Seller per share will be equal to the weighted average price per share the Company paid under the June 10b5-1 Plan, not including any commissions.
16. COMMITMENTS AND CONTINGENCIES
a) Concentration of Credit Risk
Cash and cash equivalents
The Company monitors its concentration of credit risk with financial institutions and limits acceptable counterparties based on current rating, outlook and other relevant factors.
Investments
The Company’s fixed maturities portfolio is exposed to potential losses arising from diminishing creditworthiness of issuers of bonds. The fixed maturities portfolio is managed by an external investment manager in accordance with the Company’s investment guidelines and the underlying investment guidelines set by the respective regulatory
20
trusts. At June 30, 2026, there was no fixed maturity security that exceeded 10% of the Company’s shareholders’ equity.
The Company’s credit risk exposure to private debt securities within its “Other investments” are immaterial (see Note 5).
Reinsurance balances receivable, net
The following table shows the breakdown of reinsurance balances receivable:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Amount | % | Amount | % | ||||||||||||||||||||
| Premiums receivable | $ | % | $ | % | |||||||||||||||||||
| Funds withheld: | |||||||||||||||||||||||
Premiums held by Lloyd's syndicates | |||||||||||||||||||||||
| Funds held by cedants | |||||||||||||||||||||||
| Funds at Lloyd’s | |||||||||||||||||||||||
| Profit commission receivable | |||||||||||||||||||||||
| Total before provision | |||||||||||||||||||||||
| Provision for expected credit losses | ( | ( | ( | ( | |||||||||||||||||||
| Reinsurance balances receivable, net | $ | % | $ | % | |||||||||||||||||||
The Company has posted deposits at Lloyd’s to support underwriting capacity for certain syndicates, including Syndicate 3456. Lloyd’s has a credit rating of “A+” (Superior) from A.M. Best.
Premiums receivable includes a significant portion of estimated premiums not yet due. Brokers and other intermediaries are responsible for collecting premiums from customers on the Company’s behalf. The Company monitors its concentration of credit risks from brokers. The diversity in the Company’s client base limits credit risk associated with premiums receivable and funds (premiums) held by cedents. Further, under the reinsurance contracts the Company has contractual rights to offset premium balances receivable and funds held by cedants against corresponding payments for losses and loss expenses.
Loss and loss adjustment expenses recoverable, net
The Company regularly evaluates its net credit exposure to the retrocessionaires and their abilities to honor their respective obligations. See Note 9 for analysis of concentration of credit risk relating to retrocessionaires.
b) Lease Obligations
There was no change to the Company’s operating lease agreements subsequent to its 2025 Form 10-K.
c) Litigation
From time to time, in the ordinary course of business, the Company may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation. The outcomes of these procedures determine the rights and obligations under the Company’s reinsurance contracts and other contractual agreements. In some disputes, the Company may seek to enforce its rights under an agreement or collect funds owed. In other matters, the Company may resist attempts by others to collect funds or enforce alleged rights. While the Company cannot predict the outcome of legal disputes with certainty, the Company does not believe that any existing dispute, when finally resolved, will have a material adverse effect on the Company’s business, financial condition, or operating results.
d) Unsecured Citibank FAL Facility
21
17. SEGMENT REPORTING
The Company has two reportable segments.
Open Market
In the Open Market segment, the Company underwrites reinsurance business, sourced through the brokerage distribution channels and Lloyd’s. The Company writes mostly treaty reinsurance, on a proportional and non-proportional basis. The lines of business for this segment are as follows: Casualty, Financial, Health, Multiline, Property and Specialty.
Innovations
In the Innovations segment, the Company provides reinsurance capacity to startup companies and MGAs based globally, sourced mainly through direct placements with its strategic partners. This segment also includes business written by Syndicate 3456. The lines of business for this segment are as follows: Casualty, Financial, Health, Multiline and Specialty.
The Company’s reportable segments each have executive leadership who are responsible for their performance and who are directly accountable to the Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer. The CODM reviews the financial performance of the reportable segment to assess the achievement of strategic initiatives, the efficiency of the deployed capital, and how to allocate resources to the reportable segments based on the segment’s financial performance.
The table below provides information about the Company’s reportable segments, including the reconciliation to net income as reported under U.S. GAAP. Comparatives have been recast to conform with the current reportable segments.
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| Three months ended June 30, 2026: | Open Market | Innovations | Corporate | Total Consolidated | |||||||||||||||||||
| Gross premiums written | $ | $ | $ | $ | |||||||||||||||||||
| Net premiums written | $ | $ | $ | $ | |||||||||||||||||||
| Net premiums earned | $ | $ | $ | $ | |||||||||||||||||||
| Net loss and LAE incurred | ( | ( | ( | ( | |||||||||||||||||||
| Acquisition costs | ( | ( | ( | ||||||||||||||||||||
| Other underwriting expenses | ( | ( | ( | ||||||||||||||||||||
| Deposit interest expense, net | ( | ( | |||||||||||||||||||||
| Underwriting income (loss) | ( | ( | ( | ||||||||||||||||||||
| Reconciliation to income before income taxes: | |||||||||||||||||||||||
| Net investment income (loss) | ( | ||||||||||||||||||||||
| Corporate and other expenses | ( | ( | ( | ||||||||||||||||||||
| Income (loss) from investment in Solasglas | ( | ( | |||||||||||||||||||||
| Foreign exchange gains (losses) | ( | ( | |||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Additional information: | |||||||||||||||||||||||
| Net loss and LAE incurred: | |||||||||||||||||||||||
| Attritional losses | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Large event losses | ( | ( | |||||||||||||||||||||
| CAT event losses | ( | ( | |||||||||||||||||||||
| Prior year favorable (adverse) loss development | ( | ( | ( | ||||||||||||||||||||
| Total net loss and LAE incurred | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Total allocated assets (1) | $ | $ | $ | $ | |||||||||||||||||||
(1) The Company does not allocate assets to reportable segments, with the exception of restricted cash used to collateralized certain reinsurance transactions, including FAL, and Innovations-related private investments.
23
| Six months ended June 30, 2026: | Open Market | Innovations | Corporate | Total Consolidated | |||||||||||||||||||
| Gross premiums written | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net premiums written | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net premiums earned | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net loss and LAE incurred | ( | ( | ( | ( | |||||||||||||||||||
| Acquisition costs | ( | ( | ( | ||||||||||||||||||||
| Other underwriting expenses | ( | ( | ( | ||||||||||||||||||||
| Deposit interest expense, net | ( | ( | |||||||||||||||||||||
| Underwriting income (loss) | ( | ||||||||||||||||||||||
| Reconciliation to income before income taxes: | |||||||||||||||||||||||
| Net investment income (loss) | |||||||||||||||||||||||
| Corporate and other expenses | ( | ( | ( | ||||||||||||||||||||
| Income from investment in Solasglas | |||||||||||||||||||||||
| Foreign exchange gains (losses) | ( | ( | |||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | $ | ( | $ | ||||||||||||||||||
| Additional information: | |||||||||||||||||||||||
| Net loss and LAE incurred: | |||||||||||||||||||||||
| Attritional losses | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Large event losses | $ | ( | $ | $ | $ | ( | |||||||||||||||||
| CAT event losses | ( | ( | |||||||||||||||||||||
| Prior year favorable (adverse) loss development | ( | ( | |||||||||||||||||||||
| Total net loss and LAE incurred | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Total allocated assets (1) | $ | $ | $ | $ | |||||||||||||||||||
(1) The Company does not allocate assets to reportable segments, with the exception of restricted cash used to collateralized certain reinsurance transactions, including FAL, and Innovations-related private investments.
24
| Three months ended June 30, 2025: | Open Market | Innovations | Corporate | Total Consolidated | |||||||||||||||||||
| Gross premiums written | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net premiums written | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net premiums earned | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net loss and LAE incurred | ( | ( | ( | ( | |||||||||||||||||||
| Acquisition costs | ( | ( | ( | ||||||||||||||||||||
| Other underwriting expenses | ( | ( | ( | ||||||||||||||||||||
| Deposit interest expense, net | ( | ( | |||||||||||||||||||||
| Underwriting income (loss) | ( | ( | |||||||||||||||||||||
| Reconciliation to income before income taxes: | |||||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Corporate and other expenses | ( | ( | ( | ||||||||||||||||||||
| Income from investment in Solasglas | ( | ( | |||||||||||||||||||||
| Foreign exchange gains (losses) | |||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | ( | $ | ( | $ | |||||||||||||||||
| Additional information: | |||||||||||||||||||||||
| Net loss and LAE incurred: | |||||||||||||||||||||||
| Attritional losses | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Large event losses | ( | ( | |||||||||||||||||||||
| CAT event losses | |||||||||||||||||||||||
| Prior year favorable (adverse) loss development | ( | ( | ( | ||||||||||||||||||||
| Total net loss and LAE incurred | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Total allocated assets (1) | $ | $ | $ | $ | |||||||||||||||||||
(1) The Company does not allocate assets to reportable segments, with the exception of restricted cash used to collateralized certain reinsurance transactions, including FAL, and Innovations-related private investments.
25
| Six months ended June 30, 2025: | Open Market | Innovations | Corporate | Total Consolidated | |||||||||||||||||||
| Gross premiums written | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net premiums written | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net premiums earned | $ | $ | $ | ( | $ | ||||||||||||||||||
| Net loss and LAE incurred | ( | ( | ( | ( | |||||||||||||||||||
| Acquisition costs | ( | ( | ( | ||||||||||||||||||||
| Other underwriting expenses | ( | ( | ( | ||||||||||||||||||||
| Deposit interest expense, net | ( | ( | |||||||||||||||||||||
| Underwriting income (loss) | ( | ( | |||||||||||||||||||||
| Reconciliation to income before income taxes: | |||||||||||||||||||||||
| Net investment income | |||||||||||||||||||||||
| Corporate and other expenses | ( | ( | ( | ||||||||||||||||||||
| Income from investment in Solasglas | |||||||||||||||||||||||
| Foreign exchange gains (losses) | |||||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Income (loss) before income taxes | $ | $ | ( | $ | $ | ||||||||||||||||||
| Additional information: | |||||||||||||||||||||||
| Net loss and LAE incurred: | |||||||||||||||||||||||
| Attritional losses | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Large event losses | $ | ( | $ | $ | $ | ( | |||||||||||||||||
| CAT event losses | ( | ( | |||||||||||||||||||||
| Prior year favorable (adverse) loss development | ( | ( | ( | ( | |||||||||||||||||||
| Total net loss and LAE incurred | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Total allocated assets (1) | $ | $ | $ | $ | |||||||||||||||||||
26
18. SUBSEQUENT EVENTS
Stock Repurchases
Subsequent to June 30, 2026, the Company repurchased 240,194 ordinary shares at an aggregate cost of $3.9 million and an average price of $16.42 per ordinary share through August 3, 2026, including the repurchases made under the Ordinary Share Repurchase Agreement noted below.
In accordance with the Ordinary Share Repurchase Agreement dated June 1, 2026, between the Company and the David M. Einhorn 2021-07 Family Trust (the “Seller”), the Company repurchased 106,060 ordinary shares from the Seller on August 3, 2026. The purchase price of $16.14 per share was based on the weighted average price per ordinary share, excluding any commissions, paid by the Company in connection with the open market repurchases made by the Company between June 3, 2026 and July 31, 2026.
27
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References to “we,” “us,” “our,” “our company,” or “the Company” refer to Greenlight Capital Re, Ltd. (“GLRE”) and its wholly-owned subsidiaries unless the context dictates otherwise.
The following discussion should be read in conjunction with the condensed consolidated financial statements (herein referred to as “financial statements”) and accompanying notes included in Item 1 of this report and the audited consolidated financial statements and accompanying notes, which appear in our 2025 Form 10-K.
The following is management’s discussion and analysis (“MD&A”) of our results of operations for the three and six months ended June 30, 2026 and 2025 and the Company’s financial condition at June 30, 2026 and December 31, 2025.
All amounts are reported in U.S. dollars, unless otherwise noted. Tabular dollars are presented in thousands, with the exception of per share amounts or as otherwise noted. Due to rounding, numbers and percentages presented in the tables included in this MD&A may not add up precisely to the totals provided.
Page
28
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.
For the three months ended June 30, 2026 (“Q2 2026”), we reported a net loss of $29.6 million, compared to $0.3 million net income for the three months ended June 30, 2025 (“Q2 2025”). The net loss was mainly attributable to CAT losses from underwriting and negative investment returns from Solasglas.
The following is a summary of our financial performance for Q2 2026, compared to Q2 2025:
•Gross premiums written was $183.1 million, an increase of 1.9%;
•Net premiums earned was $161.8 million, an increase of 0.1%;
•Net underwriting loss was $0.2 million, compared to net underwriting income of $8.1 million;
•Total investment loss was $23.8 million, compared to investment loss of $7.8 million;
•Diluted EPS loss was $0.89, compared to diluted EPS of $0.01; and
•Fully diluted book value per share was $20.61, a decrease of 3.7% since last quarter.
Fully diluted book value per share is a non-GAAP financial measure. See “Key Financial Measure and Non-GAAP Measures” section of this MD&A.
Outlook and Trends
Reinsurance market conditions
We continue to see an increasingly competitive market, predominantly in our Open Market segment. This is putting pressure on headline rates across various classes with some modest but increasing pressure appearing on attachment points and other terms and conditions. Our focus remains on maintaining a diversified portfolio that is resilient to market supply-demand pressures.
General economic conditions
There are many factors contributing to an uncertain global economic outlook, and in particular, the current Middle East conflict. With the recent volatility in oil price driven by this conflict, we believe that inflationary trends of recent years could persist. 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. DME Advisors remains conservatively positioned as it believes the equity markets are very expensive.
In addition to the geopolitical uncertainty, the U.S. Administration continues to adopt trade policies that have increased uncertainty and volatility in financial markets. These policies continue to complicate the near-term outlook for economic growth and inflation. We remain vigilant for economic data and additional policies that may impact our business.
29
Key Financial Measures and Non-GAAP Measure
There have been no changes to our key financial measures, including non-GAAP financial measure, as described in the MD&A of our 2025 Form 10-K.
Fully Diluted Book Value Per Share
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):
| June 30, 2026 | March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 | |||||||||||||||||||||||||
| Numerator for basic and fully diluted book value per share: | |||||||||||||||||||||||||||||
| Total equity as reported under U.S. GAAP | $ | 697,682 | $ | 741,172 | $ | 707,977 | $ | 658,889 | $ | 663,318 | |||||||||||||||||||
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 | 32,881,538 | 33,684,902 | 33,897,709 | 34,099,226 | 34,198,153 | ||||||||||||||||||||||||
Add: In-the-money stock options (1) and all outstanding RSUs | 972,651 | 950,199 | 755,997 | 757,505 | 775,124 | ||||||||||||||||||||||||
| Denominator for fully diluted book value per share | 33,854,189 | 34,635,101 | 34,653,706 | 34,856,731 | 34,973,277 | ||||||||||||||||||||||||
| Basic book value per share | $ | 21.22 | $ | 22.00 | $ | 20.89 | $ | 19.32 | $ | 19.40 | |||||||||||||||||||
Increase (decrease) in basic book value per share | $ | (0.78) | $ | 1.11 | $ | 1.57 | $ | (0.08) | $ | 0.10 | |||||||||||||||||||
Increase (decrease) in basic book value per share | (3.5) | % | 5.3 | % | 8.1 | % | (0.4) | % | 0.5 | % | |||||||||||||||||||
| Fully diluted book value per share | $ | 20.61 | $ | 21.40 | $ | 20.43 | $ | 18.90 | $ | 18.97 | |||||||||||||||||||
Increase (decrease) in fully diluted book value per share | $ | (0.79) | $ | 0.97 | $ | 1.53 | $ | (0.07) | $ | 0.10 | |||||||||||||||||||
Increase (decrease) in fully diluted book value per share | (3.7) | % | 4.7 | % | 8.1 | % | (0.4) | % | 0.5 | % | |||||||||||||||||||
(1) Assuming net exercise by the grantee.
30
Consolidated Results of Operations
The table below summarizes our consolidated operating results.
| Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||
| Underwriting results: | |||||||||||||||||||||||||||||||||||
| Gross premiums written | $ | 183,118 | $ | 179,628 | $ | 3,490 | $ | 411,056 | $ | 427,573 | $ | (16,517) | |||||||||||||||||||||||
| Net premiums written | $ | 146,809 | $ | 164,527 | $ | (17,718) | $ | 330,283 | $ | 383,924 | $ | (53,641) | |||||||||||||||||||||||
| Net premiums earned | $ | 161,813 | $ | 161,641 | $ | 172 | $ | 315,958 | $ | 330,104 | $ | (14,146) | |||||||||||||||||||||||
| Net loss and LAE incurred: | |||||||||||||||||||||||||||||||||||
| Current year | (111,367) | (97,032) | (14,335) | (205,011) | (215,698) | 10,687 | |||||||||||||||||||||||||||||
Prior year (1) | (716) | (3,047) | 2,331 | 1,773 | (7,265) | 9,038 | |||||||||||||||||||||||||||||
| Net loss and LAE incurred | (112,083) | (100,079) | (12,004) | (203,238) | (222,963) | 19,725 | |||||||||||||||||||||||||||||
| Acquisition costs | (44,034) | (46,848) | 2,814 | (92,996) | (93,714) | 718 | |||||||||||||||||||||||||||||
| Underwriting expenses | (5,886) | (6,481) | 595 | (13,691) | (12,839) | (852) | |||||||||||||||||||||||||||||
| Deposit interest expense | (46) | (124) | 78 | (78) | (273) | 195 | |||||||||||||||||||||||||||||
| Net underwriting income (loss) | (236) | 8,109 | (8,345) | 5,955 | 315 | 5,640 | |||||||||||||||||||||||||||||
| Investment results: | |||||||||||||||||||||||||||||||||||
Income (loss) from investment in Solasglas | (27,857) | (18,276) | (9,581) | 5,832 | 13,921 | (8,089) | |||||||||||||||||||||||||||||
| Net investment income | 4,076 | 10,470 | (6,394) | 10,807 | 18,757 | (7,950) | |||||||||||||||||||||||||||||
Total investment income (loss) | (23,781) | (7,806) | (15,975) | 16,639 | 32,678 | (16,039) | |||||||||||||||||||||||||||||
| Corporate and other expenses | (4,717) | (4,755) | 38 | (10,459) | (9,427) | (1,032) | |||||||||||||||||||||||||||||
| Foreign exchange gains (losses) | (576) | 6,271 | (6,847) | (5,481) | 10,626 | (16,107) | |||||||||||||||||||||||||||||
| Interest expense | (128) | (1,144) | 1,016 | (227) | (2,608) | 2,381 | |||||||||||||||||||||||||||||
| Income tax expense | (158) | (346) | 188 | (273) | (1,628) | 1,355 | |||||||||||||||||||||||||||||
| Net income | $ | (29,596) | $ | 329 | $ | (29,925) | $ | 6,154 | $ | 29,956 | $ | (23,802) | |||||||||||||||||||||||
Diluted EPS | $ | (0.89) | $ | 0.01 | $ | (0.90) | $ | 0.18 | $ | 0.87 | $ | (0.69) | |||||||||||||||||||||||
| Underwriting ratios: | % Point Change | % Point Change | |||||||||||||||||||||||||||||||||
| Attritional loss ratio | 51.7% | 56.0% | (4.3) | 53.4% | 55.0% | (1.6) | |||||||||||||||||||||||||||||
| Large event loss ratio | 0.8% | 4.0% | (3.2) | 1.5% | 2.1% | (0.6) | |||||||||||||||||||||||||||||
| CAT event loss ratio | 16.4% | —% | 16.4 | 10.0% | 8.2% | 1.8 | |||||||||||||||||||||||||||||
| Current year loss ratio | 68.8% | 60.0% | 8.8 | 64.9% | 65.3% | (0.4) | |||||||||||||||||||||||||||||
| Prior year reserve development ratio | 0.4% | 1.9% | (1.4) | (0.6)% | 2.2% | (2.8) | |||||||||||||||||||||||||||||
| Loss ratio | 69.3% | 61.9% | 7.4 | 64.3% | 67.5% | (3.2) | |||||||||||||||||||||||||||||
| Acquisition cost ratio | 27.2% | 29.0% | (1.8) | 29.4% | 28.4% | 1.0 | |||||||||||||||||||||||||||||
| Composite ratio | 96.5% | 90.9% | 5.6 | 93.8% | 95.9% | (2.1) | |||||||||||||||||||||||||||||
| Underwriting expense ratio | 3.7% | 4.1% | (0.4) | 4.4% | 4.0% | 0.4 | |||||||||||||||||||||||||||||
| Combined ratio | 100.1% | 95.0% | 5.1 | 98.1% | 99.9% | (1.8) | |||||||||||||||||||||||||||||
1 The net financial impact associated with changes in the estimate of losses incurred in prior years, which incorporates earned reinstatement premiums assumed and ceded, adjustments to assumed and ceded acquisition costs, and deposit interest income
31
and expense, was a gain of $1.2 million and a loss of $2.6 million for three months ended June 30, 2026 and 2025, respectively, and a gain of $2.8 million and a loss of $6.1 million for the six months ended June 30, 2026 and 2025, respectively.
Consolidated Results of Operations for Q2 2026 compared to Q2 2025
Basic book value per share decreased by $0.78 per share, or 3.5%, to $21.22 per share from $22.00 per share at March 31, 2026. Fully diluted book value per share decreased by $0.79 per share, or 3.7%, to $20.61 per share from $21.40 per share at March 31, 2026.
Net loss for Q2 2026 was $29.6 million, compared to a negligible net income for Q2 2025. This was driven mainly by the following:
•Investment loss: Increased by $16.0 million primarily driven by:
◦Our investment in Solasglas reported a loss of $27.9 million (net loss of 5.4%) during Q2 2026, compared to a loss of $18.3 million (net loss of 4.0%) for the same period in 2025; and
◦Lower net investment income from (i) interest earned on funds at Lloyds due to partially replacing it with the unsecured Citibank LC (see Note 10 of the financial statements), and (ii) with lower interest income earned from restricted cash and cash equivalents due to the interest rate cuts by central banks in 2025. Additionally, we recognized $0.4 million of unrealized losses on the fixed maturity investment portfolio and a $1.5 million impairment charge relating to the Innovations’ private equity portfolio for Q2 2026, which are included in net investment income in the financial statements.
•Underwriting loss: Unfavorable change of $8.3 million, driven by 5.1 percentage points deterioration in the combined ratio, which was predominantly driven by 7.4 percentage points increase in the loss ratio, offset partially by lower acquisition cost ratio and underwriting expense ratio. The increase in the loss ratio was predominantly driven by CAT event losses, partially offset by lower attritional and large event losses as well as lower prior year adverse reserve development.
•Foreign exchange gains (losses): The GBP and Euro movement was largely subdued in Q2 2026. In Q2 2025, the foreign exchange gain was driven mainly by the remeasurement of our net monetary assets based on a stronger pound against the U.S. dollar.
Offset partially by:
•Interest expense: Decreased by $1.0 million driven by the reduction in outstanding debt.
Consolidated Results of Operations for YTD 2026 compared to YTD 2025
Basic book value per share increased by $0.33 per share, or 1.6%, to $21.22 per share from $20.89 per share at December 31, 2025. Fully diluted book value per share increased by $0.18 per share, or 0.9%, to $20.61 per share from $20.43 per share at December 31, 2025.
For the six months ended June 30, 2026 (“YTD 2026”), net income decreased by $23.8 million to $6.2 million, compared to the six months ended June 30, 2025 (“YTD 2025”) driven mainly by the following:
•Investment income: Decreased by $16.0 million primarily driven by:
◦Our investment in Solasglas reported a gain of $5.8 million (net return of 1.1%) during YTD 2026, compared to a gain of $13.9 million (net return of 2.9%) during YTD 2025; and
◦Lower net investment income for the same reason noted for Q2 2026. We recognized $1.0 million of unrealized losses on the fixed maturity investment portfolio for YTD 2026 driven by increase in interest rates during 2026, offset by a higher book yield on this portfolio.
32
•Foreign exchange gains (losses): Unfavorable change of $16.1 million, driven mainly by the weakening of the pound against the U.S. dollar during YTD 2026, compared to the strengthening of the pound against the U.S. dollar during YTD 2025.
Offset partially by:
•Underwriting income: Increased by $5.6 million, driven by 1.8 percentage points improvement in combined ratio, primarily reflecting favorable prior year reserve development, which contributed to an improved loss ratio. For further information on CAT losses and prior year reserve development, refer to Note 8 of the financial statements.
•Interest expense: Decreased by $2.4 million driven by the reduction in our outstanding debt.
Results by Segment
The following is a discussion and analysis for each reporting segment.
Open Market Segment
Results for the Open Market segment were as follows:
| Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||
| Gross premiums written | $ | 152,202 | $ | 152,333 | —% | $ | 332,549 | $ | 373,042 | (11)% | |||||||||||||||||||||||||
| Net premiums written | $ | 128,249 | $ | 142,111 | (10)% | $ | 279,544 | $ | 337,720 | (17)% | |||||||||||||||||||||||||
| Net premiums earned | $ | 136,945 | $ | 140,554 | (3)% | $ | 265,926 | $ | 290,195 | (8)% | |||||||||||||||||||||||||
| Net loss and LAE incurred | (94,945) | (83,475) | (170,175) | (196,238) | |||||||||||||||||||||||||||||||
| Acquisition costs | (38,399) | (40,900) | (79,611) | (81,781) | |||||||||||||||||||||||||||||||
| Other underwriting expenses | (4,602) | (4,861) | (10,345) | (9,658) | |||||||||||||||||||||||||||||||
| Deposit interest expense, net | (46) | (124) | (78) | (273) | |||||||||||||||||||||||||||||||
Underwriting income (loss) | (1,047) | 11,194 | 5,717 | 2,245 | |||||||||||||||||||||||||||||||
| Net investment income | 4,409 | 5,629 | (22)% | 9,544 | 11,400 | (16)% | |||||||||||||||||||||||||||||
Income before income taxes | $ | 3,362 | $ | 16,823 | $ | 15,261 | $ | 13,645 | |||||||||||||||||||||||||||
| Underwriting ratios: | 2026 | 2025 | % Point Change | 2026 | 2025 | % Point Change | |||||||||||||||||||||||||||||
| Loss ratio | 69.3% | 59.4% | 9.9 | 64.0% | 67.6% | (3.6) | |||||||||||||||||||||||||||||
| Acquisition cost ratio | 28.0% | 29.1% | (1.1) | 29.9% | 28.2% | 1.7 | |||||||||||||||||||||||||||||
| Composite ratio | 97.3% | 88.5% | 8.8 | 93.9% | 95.8% | (1.9) | |||||||||||||||||||||||||||||
| Underwriting expenses ratio | 3.4% | 3.5% | (0.1) | 3.9% | 3.4% | 0.5 | |||||||||||||||||||||||||||||
| Combined ratio | 100.7% | 92.0% | 8.7 | 97.8% | 99.2% | (1.4) | |||||||||||||||||||||||||||||
Gross Premiums Written
Gross premiums written by line of business were as follows:
33
| Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Casualty | $ | 10,213 | 7% | $ | 20,008 | 13% | $ | (9,795) | $ | 21,861 | 7% | $ | 49,732 | 13% | $ | (27,871) | |||||||||||||||||||||||||||||||||||||||||||
| Financial | 24,935 | 16% | 16,416 | 11% | 8,519 | 50,461 | 15% | 40,480 | 11% | 9,981 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Health | 40 | —% | 12 | —% | 28 | 249 | —% | 209 | —% | 40 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Multiline | 64,538 | 42% | 52,742 | 35% | 11,796 | 126,842 | 38% | 119,076 | 32% | 7,766 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Property | 14,135 | 9% | 18,055 | 12% | (3,920) | 39,631 | 12% | 48,094 | 13% | (8,463) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Specialty | 38,341 | 25% | 45,100 | 30% | (6,759) | 93,505 | 28% | 115,451 | 31% | (21,946) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 152,202 | 100% | $ | 152,333 | 100% | $ | (131) | $ | 332,549 | 100% | $ | 373,042 | 100% | $ | (40,493) | |||||||||||||||||||||||||||||||||||||||||||
Gross premiums written within our Open Market segment in Q2 2026 decreased by $0.1 million or 0.1%, compared to Q2 2025. However, there was a significant change in business mix during quarter. The overall net reduction was predominantly attributable to the following lines of business:
•Casualty: The $9.8 million, or 49.0%, decrease was mainly due to the non-renewal of certain reinsurance programs in our general liability, umbrella liability, and workers’ compensation business as part of our strategy to reduce our exposure to the Casualty line of business.
•Property: The $3.9 million, or 21.7%, decrease was mainly due to lower premiums on quota share property catastrophe programs due to lower participation and rate reduction, coupled with a decrease in estimated reinstatement premiums as a result of reducing our estimated CAT losses for the California wildfires (2025 accident year); and
•Specialty: The $6.8 million, or 15.0%, decrease was driven by the following:
◦Downward premium estimate revisions in Q2 2026 for quota-share reinsurance treaties written in prior years; positive premium estimate revisions in Q2 2025 for a quota-share reinsurance treaty; and rate reductions for business renewed in 2026;
◦Offset partially by $2.8 million of estimated reinstatement premiums relating to the CAT loss associated with the Middle East conflict.
Offset partially by:
•Multiline: The $11.8 million, or 22.4%, increase was driven mostly by growth in the FAL business bound during Q1 2026, coupled with higher negative premium revision to our estimated ultimate gross premiums for certain 2023 and 2024 FAL treaties in Q2 2025.
•Financial: The $8.5 million, or 51.9%, increase was driven by additional reported premiums in our mortgage and transactional liability business, coupled with new surety and financial multiline treaties.
Gross premiums written within our Open Market segment in YTD 2026 decreased by $40.5 million or 10.9%, compared to YTD 2025, with similar change in business mix as in Q2 2026. The decrease was predominantly for the same reasons noted for Q2 2026.
Net Premiums Written
Ceded premiums written in Q2 2026 was $24.0 million, resulting in net premiums written of $128.2 million, compared to $10.2 million and $142.1 million, respectively, in Q2 2025. The increase in ceded premiums written of 134.3% was driven primarily due to new retrocession treaties for our Multiline business. This was partially offset by reduced quota share retrocession activity within our Specialty line of business due to lower estimated inward premiums.
Ceded premiums written in YTD 2026 was $53.0 million, resulting in net premiums written of $279.5 million, compared to $35.3 million and $337.7 million, respectively, in YTD 2025. The increase in ceded premiums written of 50.1% was driven by new retrocession treaties for our Multiline business, coupled with additional excess of loss retrocessional coverage within our Specialty business in 2026 to manage our overall exposure to aviation, marine
34
and energy risks. This was partially offset by reduced quota share retrocession activity within our Property and Specialty lines of business due to lower estimated inward premiums.
Net Premiums Earned
Net premiums earned by line of business were as follows:
| Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Casualty | $ | 11,636 | 8 | % | $ | 24,680 | 18 | % | $ | (13,044) | $ | 27,644 | 10 | % | $ | 52,023 | 18 | % | $ | (24,379) | |||||||||||||||||||||||||||||||||||||||
| Financial | 18,820 | 14 | % | 15,306 | 11 | % | 3,514 | 34,274 | 13 | % | 29,621 | 10 | % | 4,653 | |||||||||||||||||||||||||||||||||||||||||||||
| Health | 76 | — | % | 43 | — | % | 33 | 137 | — | % | 88 | — | % | 49 | |||||||||||||||||||||||||||||||||||||||||||||
| Multiline | 58,080 | 42 | % | 45,640 | 32 | % | 12,440 | 115,614 | 43 | % | 99,362 | 34 | % | 16,252 | |||||||||||||||||||||||||||||||||||||||||||||
| Property | 11,772 | 9 | % | 13,803 | 10 | % | (2,031) | 29,692 | 11 | % | 32,309 | 11 | % | (2,617) | |||||||||||||||||||||||||||||||||||||||||||||
| Specialty | 36,561 | 27 | % | 41,082 | 29 | % | (4,521) | 58,565 | 22 | % | 76,792 | 26 | % | (18,227) | |||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 136,945 | 100% | $ | 140,554 | 100% | $ | (3,609) | $ | 265,926 | 100% | $ | 290,195 | 100% | $ | (24,269) | |||||||||||||||||||||||||||||||||||||||||||
Net premiums earned within our Open Market segment in Q2 2026 and YTD 2026 decreased by $3.6 million or 2.6%, and $24.3 million or 8.4%, compared to Q2 2025 and YTD 2025, respectively.
The change is influenced by the amount and timing of net premiums written during the current year and prior years, coupled with the business mix written in the form of excess of loss versus proportional contracts. Additionally, within the Financial line and certain Specialty line classes, the gross premiums written for some treaties are earned over multiple years, corresponding with the anticipated risk coverage period.
Additionally, for the above periods, the decrease in Casualty line was due to the non-renewal of certain reinsurance programs as part of our strategy to reduce our exposure to this business. The downward premium estimate revision on older accident years also contributed to the decrease in Property and Specialty’s net premiums earned, in addition to the reduction in reinstatement premium relating to the lower estimated CAT losses for California wildfires in our Property line of business. The reduction in Specialty net premiums earned was partially offset by $2.8 million of reinstatement premiums relating to the Middle East conflict.
Loss ratio
The components of the loss ratio for our Open Market segment were as follows:
| Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Point Change | 2026 | 2025 | % Point Change | ||||||||||||||||||||||||||||||
| Current year: | |||||||||||||||||||||||||||||||||||
| Attritional loss ratio | 51.2 | % | 55.5 | % | (4.3) | 52.5 | % | 54.5 | % | (2.0) | |||||||||||||||||||||||||
| Large event loss ratio | 0.9 | % | 4.6 | % | (3.7) | 1.8 | % | 2.4 | % | (0.6) | |||||||||||||||||||||||||
| CAT event loss ratio | 19.4 | % | — | % | 19.4 | 11.8 | % | 9.3 | % | 2.5 | |||||||||||||||||||||||||
| Current year loss ratio | 71.5 | % | 60.1 | % | 11.4 | 66.1 | % | 66.2 | % | (0.1) | |||||||||||||||||||||||||
| Prior year reserve development ratio | (2.1) | % | (0.7) | % | (1.4) | (2.1) | % | 1.4 | % | (3.5) | |||||||||||||||||||||||||
| Loss ratio | 69.4 | % | 59.4 | % | 10.0 | 64.0 | 67.6 | % | (3.6) | ||||||||||||||||||||||||||
Current Year Loss Ratio
The Q2 2026 current year loss ratio for Open Market increased by 11.4 percentage points to 71.5%, compared to Q2 2025, driven mainly by current year CAT event losses, partially offset by lower attritional loss and large event loss ratios. While the YTD 2026 current year loss ratio decreased only by 0.1 percentage points to 66.1%, compared to YTD 2025, the lower attritional loss and large event loss ratios offset by an increase in CAT event loss ratio.
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Attritional loss ratio
The 4.3 percentage points improvement in Q2 2026 attritional loss ratio was predominantly due to:
•Multiline: decreased by 6.9% mainly due to the change in business mix within the Multiline portfolio, with the FAL class of business representing most of the total premium earned at lower attritional loss ratio than other classes of business within Multiline compared to Q2 2025. We also reduced our exposure to the commercial auto class in the past year, which had a higher attritional loss ratio.
•Specialty: decreased by 9.2% predominantly due to favorable claims experience mainly on agriculture and whole account energy and marine treaties, as well as a refinement to our reserving approach that recognizes favorable trends, particularly as they relate to large loss claims experience on non-proportional contracts, quicker than we previously estimated. These effects were partially offset by establishing higher loss ratios on new and renewal business in anticipation of softening rates within this line of business.
Offset partially by:
•Financial: increased by 4.7% mainly due to an increase in our expected losses on more recent underwriting years for the transactional liability class of business.
The 2.0 percentage points improvement in YTD 2026 attritional loss ratio is predominantly in line with the same trends noted for Q2 2026.
Large event loss ratio
During Q2 2026 we incurred $3.8 million relating to two energy losses; partially offset by the reduction in our prior estimates of large event losses recognized in Q1 2026. For Q2 2025, large event loss was driven mostly by the Air India crash in India.
During YTD 2026 we incurred $4.8 million relating to four large event losses in our Property and Specialty lines, compared to $7.1 million relating to three event losses in our Specialty line during YTD 2025.
CAT event loss ratio
During Q2 2026 we incurred an additional $20 million of CAT event losses relating to the Middle East conflict and $6.5 million for the QatarEnergy facility explosion, compared to no CAT event losses in Q2 2025.
During YTD 2026 we incurred $31.5 million of CAT event losses of which $25 million is related to the Middle East conflict and $6.5 million for the QatarEnergy facility explosion. The Middle East conflict reserves include one known full-limit loss accounting for $7.6 million. Other specific event losses contributed $9.9 million of the total $25 million reserve, and the remaining $7.5 million is our best estimate of incurred but not reported losses from the conflict. However, there is still a high degree of uncertainty surrounding the insured loss estimates due to limited access to affected areas, and restrictions imposed in certain territories. During YTD 2025 we incurred $27.0 million of CAT event losses relating to the California wildfires. For these CAT event losses, there were no loss recoverables triggered from our excess of loss retrocession treaties.
Prior Year Reserve Development Ratio
The Open Market segment’s prior year favorable reserve development improved by 1.4 percentage points in Q2 2026 compared to Q2 2025 driven predominantly by the reduction in our CAT loss estimate for the California wildfires in 2025 based on new client information and better loss emergence for our whole account marine & energy excess of loss business; partially offset by large event loss deteriorations relating to 2025 events.
The Open Market segment’s prior year favorable reserve development ratio was 2.1% for YTD 2026 compared to prior year adverse reserve development ratio 1.4% for YTD 2025. Refer to Note 8 of the financial statements for further details.
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Acquisition cost ratio
The acquisition cost ratio for the Open Market segment decreased by 1.1 percentage points in Q2 2026 compared to Q2 2025, primarily due to the change in business mix and predominantly by the following lines of business:
•Financial: Driven mainly by our transactional liability business due to lower profit commission in response to adverse loss reserve development during Q2 2026.
•Multiline: Mainly due to lower acquisition costs on our FAL business at higher net premium earned level.
•Specialty: Due to higher reinstatement premium earned relating to current CAT events with no corresponding acquisition costs; higher percentage of excess of loss treaties at low acquisition costs compared to quota share treaties; and mix in classes of business within Specialty.
This was partially offset by an increase in acquisition cost ratio for Property business driven mainly by the reversal of previously recognized reinstatement premium with no corresponding acquisition costs relating to the California wildfires CAT losses.
The acquisition cost ratio increased by 1.7 percentage points in YTD 2026 compared to YTD 2025, predominantly due to the following lines of business:
•Property: Driven mainly by the reversal of previously recognized reinstatement premium described above for Q2 2026.
•Casualty: Driven mainly by the change in business mix at higher acquisition cost ratio.
This was offset partially by lower acquisition cost ratios for Financial and Specialty lines, mainly for the same reasons noted for Q2 2026. The change in business mix within the Open Market segment also contributed to the partial offset of the increase in total acquisition cost ratio.
Underwriting expense ratio
The underwriting expense ratio for the Open Market segment decreased by 0.1 percentage points to 3.4% in Q2 2026 compared to Q2 2025, predominantly due to a decrease in professional fees and short-term incentive compensation expense due to the Company’s net loss in Q2 2026 compared to net income in Q2 2025, which included partial reversal of the short-term incentive compensation expense accrued in Q1 2026.
The underwriting expense ratio increased by 0.5 percentage points to 3.9% in YTD 2026 compared to YTD 2025, mainly due to higher personnel costs and share-based compensation; partially offset by lower accrued short-term incentive compensation expense for the same reason noted for Q2 2026.
Net investment income
For the Open Market segment, net investment income declined by 22% to $4.4 million in Q2 2026 compared to Q2 2025, and by 16% to $9.5 million for YTD 2026, compared to YTD 2025.
The decrease was predominantly due to lower investment income on funds at Lloyd’s due to partially replacing the collateral with an unsecured LC, coupled with lower interest income earned from restricted cash and cash equivalents due to the interest rate cuts by central banks during 2025. Additionally, we recognized $0.4 million and $1.0 million of unrealized losses on the fixed maturity investment portfolio for Q2 2026 and YTD 2026, respectively, primarily due to increase in market yields. The unrealized losses were offset by a higher book yield on this portfolio.
Income before income taxes
Income before income taxes for the Open Market segment was $3.4 million for Q2 2026, compared to $16.8 million for Q2 2025. The decrease was driven predominantly by lower underwriting results and lower investment income.
Income before income taxes for the Open Market segment was $15.3 million for YTD 2026, compared to $13.6 million for YTD 2025. The increase was predominantly attributable to improved underwriting results, partially offset by lower net investment income.
37
Innovations Segment
Results for the Innovations segment were as follows:
| Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Change | 2026 | 2025 | % Change | ||||||||||||||||||||||||||||||
| Gross premiums written | $ | 30,916 | $ | 27,596 | 12 | % | $ | 78,509 | $ | 55,062 | 43 | % | |||||||||||||||||||||||
| Net premiums written | $ | 18,560 | $ | 22,716 | (18) | % | $ | 50,741 | $ | 46,687 | 9 | % | |||||||||||||||||||||||
| Net premiums earned | $ | 24,868 | $ | 21,386 | 16 | % | $ | 50,034 | $ | 40,391 | 24 | % | |||||||||||||||||||||||
| Net loss and LAE incurred | (15,375) | (15,244) | (31,301) | (25,590) | |||||||||||||||||||||||||||||||
| Acquisition costs | (5,635) | (6,012) | (13,385) | (12,045) | |||||||||||||||||||||||||||||||
| Other underwriting expenses | (1,284) | (1,620) | (3,346) | (3,181) | |||||||||||||||||||||||||||||||
| Underwriting income (loss) | 2,574 | (1,490) | 2,002 | (425) | |||||||||||||||||||||||||||||||
Net investment income (loss) | (479) | 431 | 615 | 879 | |||||||||||||||||||||||||||||||
| Corporate and other expenses | (579) | (602) | (4) | % | (1,301) | (1,174) | 11 | % | |||||||||||||||||||||||||||
| Income (loss) before income taxes | $ | 1,516 | $ | (1,661) | $ | 1,316 | $ | (720) | |||||||||||||||||||||||||||
| Underwriting ratios: | 2026 | 2025 | % Point Change | 2026 | 2025 | % Point Change | |||||||||||||||||||||||||||||
| Loss ratio | 61.8 | % | 71.3 | % | (9.5) | 62.6 | % | 63.4 | % | (0.8) | |||||||||||||||||||||||||
| Acquisition cost ratio | 22.7 | % | 28.1 | % | (5.4) | 26.8 | % | 29.8 | % | (3.0) | |||||||||||||||||||||||||
| Composite ratio | 84.5 | % | 99.4 | % | (14.9) | 89.4 | % | 93.2 | % | (3.8) | |||||||||||||||||||||||||
| Underwriting expenses ratio | 5.2 | % | 7.6 | % | (2.4) | 6.7 | % | 7.9 | % | (1.2) | |||||||||||||||||||||||||
| Combined ratio | 89.7 | % | 107.0 | % | (17.3) | 96.1 | % | 101.1 | % | (5.0) | |||||||||||||||||||||||||
Gross Premiums Written
Gross premiums written by line of business were as follows:
| Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Casualty | $ | 5,366 | 17 | % | $ | 6,254 | 23 | % | $ | (888) | $ | 15,496 | 20 | % | $ | 12,939 | 23 | % | $ | 2,557 | |||||||||||||||||||||||||||||||||||||||
| Financial | 7,691 | 25 | % | 3,039 | 11 | % | 4,652 | 18,241 | 23 | % | 4,823 | 9 | % | 13,418 | |||||||||||||||||||||||||||||||||||||||||||||
| Health | 1,270 | 4 | % | 2,295 | 8 | % | (1,025) | 1,103 | 1 | % | 5,930 | 11 | % | (4,827) | |||||||||||||||||||||||||||||||||||||||||||||
| Multiline | 11,097 | 36 | % | 12,099 | 44 | % | (1,002) | 31,105 | 40 | % | 26,803 | 49 | % | 4,302 | |||||||||||||||||||||||||||||||||||||||||||||
| Specialty | 5,492 | 18 | % | 3,909 | 14 | % | 1,583 | 12,564 | 16 | % | 4,567 | 8 | % | 7,997 | |||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 30,916 | 100 | % | $ | 27,596 | 100 | % | $ | 3,320 | $ | 78,509 | 100 | % | $ | 55,062 | 100 | % | $ | 23,447 | |||||||||||||||||||||||||||||||||||||||
Gross premiums written within our Innovations segment in Q2 2026 increased by $3.3 million or 12.0%, compared to Q2 2025. The increase was predominantly attributable to the following lines of business:
•Financial: The 153.1% increase was driven mainly by new business and growth from prior year quota share reinsurance treaties.
•Specialty: The 40.5% increase was driven predominantly by new business and growth from prior year quota share reinsurance treaties mainly within our travel class of business; partially offset by downward premium revision to our estimated ultimate gross premiums within our contingency class of business.
Offset partially by:
•Health: The 44.7% decrease was driven predominantly by downward premium revision to our estimated ultimate gross premiums based on new client information.
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•Multiline: The 8.3% decrease was driven by lower premium volume from our Syndicate 3456.
Gross premiums written within our Innovations segment in YTD 2026 increased by $23.4 million or 42.6%, compared to YTD 2025. The increase was across all lines of business, except Health, driven by new business and exposure growth from existing treaties. The growth in the Multiline was predominantly driven by our Syndicate 3456. For YTD 2025, there was also a $2.4 million downward premium estimate revision for one quota share treaty in Specialty, which contributed to the favorable change in YTD 2026.
The reduction in Health’s gross premiums written for YTD 2026 was due to same explanation as for Q2 2026.
Net Premiums Written
Ceded premiums written in Q2 2026 was $12.4 million, resulting in net premiums written of $18.6 million, compared to $4.9 million and $22.7 million, respectively, in Q2 2025. Ceded premiums written in YTD 2026 was $27.8 million, resulting in net premiums written of $50.7 million, compared to $8.4 million and $46.7 million, respectively, in YTD 2025.
For both periods, the increase in ceded premiums written was predominantly driven by the Innovations whole-account retrocession program in which we have ceded 28.5% of Innovations-related programs incepting Q4 2024 onwards and 33% from January 1, 2026, in addition to two new quota share retrocession treaties in 2026.
Net Premiums Earned
Net premiums earned by line of business were as follows:
| Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Casualty | $ | 8,298 | 33 | % | $ | 5,228 | 24 | % | $ | 3,070 | $ | 17,813 | 36 | % | 10,897 | 27 | % | $ | 6,916 | ||||||||||||||||||||||||||||||||||||||||
| Financial | 4,994 | 20 | % | 2,687 | 13 | % | 2,307 | 10,783 | 22 | % | 3,729 | 9 | % | 7,054 | |||||||||||||||||||||||||||||||||||||||||||||
| Health | 886 | 4 | % | 939 | 4 | % | (53) | 1,457 | 3 | % | 2,312 | 6 | % | (855) | |||||||||||||||||||||||||||||||||||||||||||||
| Multiline | 6,303 | 25 | % | 11,129 | 52 | % | (4,826) | 13,615 | 27 | % | 23,153 | 57 | % | (9,538) | |||||||||||||||||||||||||||||||||||||||||||||
| Specialty | 4,387 | 18 | % | 1,403 | 7 | % | 2,984 | 6,366 | 13 | % | 300 | 1 | % | 6,066 | |||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 24,868 | 100 | % | $ | 21,386 | 100 | % | $ | 3,482 | 50,034 | 100 | % | 40,391 | 100 | % | $ | 9,643 | |||||||||||||||||||||||||||||||||||||||||
Net premiums earned in Q2 2026 increased by 16.3%, compared to Q2 2025. Net premiums earned in YTD 2026 increased by 23.9%, compared to YTD 2025. The change relates to the amount and timing of net premiums written during the current year and prior years.
The earning of the whole-account retrocession programs noted for Innovations’ net premiums written are included in the Multiline business, which contributed to the decline in the net premiums earned for Multiline for both periods presented above.
Loss ratio
The components of the loss ratio were as follows:
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| Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | % Point Change | 2026 | 2025 | % Point Change | ||||||||||||||||||||||||||||||
| Current year: | |||||||||||||||||||||||||||||||||||
| Attritional loss ratio | 54.6 | % | 59.4 | % | (4.8) | 58.3 | % | 58.5 | % | (0.2) | |||||||||||||||||||||||||
| Large event loss ratio | — | % | — | % | — | — | % | — | % | — | |||||||||||||||||||||||||
| CAT event loss ratio | — | % | — | % | — | — | % | — | % | — | |||||||||||||||||||||||||
| Current year loss ratio | 54.6 | % | 59.4 | % | (4.8) | 58.3 | % | 58.5 | % | (0.2) | |||||||||||||||||||||||||
| Prior year reserve development ratio | 7.2 | % | 11.8 | % | (4.6) | 4.3 | % | 4.9 | % | (0.6) | |||||||||||||||||||||||||
| Loss ratio | 61.8 | % | 71.3 | % | (9.4) | 62.6 | % | 63.4 | % | (0.8) | |||||||||||||||||||||||||
Current Year Loss Ratio
The current year loss ratio in Q2 2026 for the Innovations segment improved by 4.8 percentage points, compared to Q2 2025, predominantly due to lower attritional loss ratio for the Multiline business mainly due to change in business class mix, coupled with an increase in attritional loss ratio for our Financial line in response to signs of poor performance in Q2 2025 not repeated in Q2 2026. This was partially offset by an increase in attritional loss ratio for the Specialty business mainly due to a change in business class mix.
The current year loss ratio in YTD 2026 was relatively in line with YTD 2025. However, there was variability in attritional loss ratio within the lines of business in Innovations. The trend in this variability was broadly in line with the explanation provided for Q2 2026.
The Innovations segment was not impacted by any current CAT or large events for the periods presented in the above table.
Prior Year Reserve Development Ratio
Prior year adverse reserve development for the Innovations segment was 7.2% for Q2 2026, driven mainly by one large general liability claim within our Casualty business (accident year 2022); partially offset by the favorable reserve development relating to our Syndicate 3456 (accident year 2024) in our Multiline business. Prior year adverse reserve development was 11.8% for Q2 2025, due to higher volume of claims than expected in our Financial business (accident years 2022-2023).
For YTD 2026, the prior year adverse reserve development was 4.3%, a decrease of 0.6 percentage points compared to YTD 2025. Refer to Note 8 of the financial statements for further details.
Acquisition cost ratio
The acquisition cost ratio decreased by 5.4 percentage points to 22.7% in Q2 2026, compared to Q2 2025. This was predominantly driven by the lower sliding scale commission on a quota share treaty as a result of a large general liability claim within Innovations’ Casualty business, coupled with a change in lines of business mix and an increase of excess of loss treaties at lower ceding commissions than quota share treaties. This decrease was partially offset by an increase in acquisition costs for our Syndicate 3456 in our Multiline business, coupled with lower acquisition costs in Q2 2025 for our Financial and Specialty business due to downward premium revisions on contracts with higher acquisition cost ratios with no similar adjustment in Q2 2026.
The acquisition cost ratio decreased by 3.0 percentage points to 26.8% in YTD 2026, compared to YTD 2025. This was mainly due to the lower acquisition costs in Casualty for the same reason as Q2 2026, coupled with an increase of excess of loss treaties at lower ceding commissions than quota share treaties. This decrease was partially offset by an increase in acquisition costs for our Syndicate 3456 in our Multiline business and a higher acquisition cost ratio for our Financial business due to new business at higher commission rates. Additionally, the acquisition cost ratio for Specialty in YTD 2025 benefitted from a reversal of premium earned at a higher acquisition cost ratio.
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Underwriting expense ratio
The underwriting expense ratio for the Innovations segment improved by 2.4 percentage points in Q2 2026, compared to the same period in 2025, primarily due to an increase in net premiums earned. Additionally, decrease in underwriting expenses was driven by lower accrued short-term incentive compensation expense due to the Company’s net loss in Q2 2026 compared to net income in Q2 2025,
The underwriting expense ratio improved by 1.2 percentage points in YTD 2026, compared to YTD 2025, primarily due to an increase in net premiums earned.
Net investment income
For Q2 2026, the Innovations segment reported a net investment loss of $0.5 million, compared to net investment income of $0.4 million in Q2 2025. The unfavorable change was predominantly driven by a $1.5 million impairment for one holding in our Innovations’ private equity portfolio.
Net investment income was $0.6 million for YTD 2026, compared to $0.9 million in YTD 2025. The decrease was driven by the above impairment charge, partially offset by additional investment income earned from a higher average outstanding restricted cash balance to secure LC and trust accounts relating to the Innovations reinsurance treaties.
Income (loss) before income taxes
For the Innovations segment, income before income taxes was $1.5 million and $1.3 million in Q2 2026 and YTD 2026, respectively, compared to loss before income taxes of $1.7 million and $0.7 million in Q2 2025 and YTD 2025, respectively. The improved performance in 2026 was predominantly driven by underwriting income; partially offset by weaker investment results.
Other Corporate
Runoff Underwriting Business
For Q2 2026 and YTD 2026, the Innovations-related property business in runoff generated an underwriting loss of $1.8 million, compared to underwriting loss of $1.6 million and $1.5 million in Q2 2025 and YTD 2025, respectively. The underwriting loss in these periods was driven by prior year adverse reserve development.
Income from Investment in Solasglas
For Q2 2026 and YTD 2026, Solasglas reported a net loss of 5.4% and net return of 1.1%, respectively, compared to a net loss of 4.0% and net return of 2.9% for Q2 2025 and YTD 2025, respectively. The following table provides a breakdown of the gross and net investment return for Solasglas.
| Three months ended June 30 | Six months ended June 30 | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Long portfolio gains (losses) | 12.0 | % | 1.2 | % | 13.2 | % | (0.2) | % | |||||||||||||||
| Short portfolio gains (losses) | (12.3) | (8.9) | (7.2) | (4.2) | |||||||||||||||||||
| Macro gains (losses) | (5.4) | 3.5 | (4.2) | 8.2 | |||||||||||||||||||
Other income and expenses(1) | (0.3) | (0.2) | (0.6) | (0.6) | |||||||||||||||||||
| Gross investment return | (6.0) | % | (4.4) | % | 1.2 | % | 3.2 | % | |||||||||||||||
Net investment return(1) | (5.4) | % | (4.0) | % | 1.1 | % | 2.9 | % | |||||||||||||||
1 “Other income and expenses” excludes performance compensation but includes management fees. “Net investment return” incorporates both of these amounts. For further information about management fees and performance compensation, refer to Note 3.
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For Q2 2026, the significant contributors to Solasglas’ investment return were long positions in Green Brick Partners (GBRK), Centene (CNC), and PENN Entertainment (PENN). The largest detractors were long positions in U.S. interest rate derivatives and gold, and a short basket position of memory stocks.
For YTD 2026, the significant contributors to Solasglas’ investment return were long positions Acadia Healthcare (ACHC), GBRK, and Fluor Corp (FLR). The largest detractors were long positions in U.S. interest rate derivatives and Kyndryl Holdings (KD), and a short basket position of memory stocks.
Each month, we post the Solasglas investment returns on our website (www.greenlightre.com).
Financial Condition
Investments
The following table provides a breakdown of our total investments:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Investment in Solasglas | $ | 493,409 | 67.5 | % | $ | 504,555 | 79.7 | % | |||||||||||||||
| Fixed maturities | 172,865 | 23.6 | 65,609 | 10.4 | |||||||||||||||||||
| Other investments | 64,925 | 8.9 | 62,911 | 9.9 | |||||||||||||||||||
| Total investments | $ | 731,199 | 100.0 | % | $ | 633,075 | 100.0 | % | |||||||||||||||
At June 30, 2026, our total investments increased by $98.1 million, or 15.5%, to $731.2 million from December 31, 2025.
Investments in Solasglas
Our investment in Solasglas decreased by $11.1 million to $493.4 million at June 30, 2026, driven by net redemptions; partially offset by $5.8 million net investment income for YTD 2026.
DME Advisors reports the composition of Solasglas’ portfolio on a delta-adjusted basis, which it believes is the appropriate manner to assess the exposure and profile of investments and reflects how it manages the portfolio. An option’s delta is the option price’s sensitivity to the underlying stock (or commodity) price. The delta-adjusted basis is the number of shares or contracts underlying the option multiplied by the delta and the underlying stock (or commodity) price.
The following table represents the composition of Solasglas’ investments:
| June 30, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Long % | Short % | Long % | Short % | ||||||||||||||||||||
| Equities and related derivatives | 95.7 | % | (64.6) | % | 91.0 | % | (53.3) | % | |||||||||||||||
| Private and unlisted equity securities | 2.2 | — | 1.9 | — | |||||||||||||||||||
| Debt instruments | 0.1 | — | 0.1 | — | |||||||||||||||||||
| Total | 98.0 | % | (64.6) | % | 93.0 | % | (53.3) | % | |||||||||||||||
The above exposure analysis does not include cash (U.S. dollar and foreign currencies), gold and other commodities, credit default swaps, sovereign debt, foreign currency derivatives, interest rate derivatives, inflation swaps and other macro positions. Under this methodology, a total return swap’s exposure is reported at its full notional amount and options are reported at their delta-adjusted basis. At June 30, 2026, Solasglas’ exposure to gold on a delta-adjusted basis was 9.0% (December 31, 2025: 11.9%).
At June 30, 2026, 95.3% of Solasglas’ portfolio was valued based on quoted prices in actively traded markets (Level 1), 3.4% was composed of instruments valued based on observable inputs other than quoted prices (Level 2), and a nominal amount was composed of instruments valued based on non-observable inputs (Level 3). At June 30, 2026, 1.3% of Solasglas’ portfolio consisted of private equity funds valued using the funds’ net asset values as a practical expedient.
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Fixed Maturities
Our investment in fixed maturities increased by $107.3 million to $172.9 million at June 30, 2026 from December 31, 2025, driven by further transfers to the managed fixed maturity portfolio from restricted cash and cash equivalents, coupled with a new investment in a liquid fund approved by Lloyd’s. The funding for this new investment came from funds previously held by Lloyd’s and previously reported in our reinsurance balances receivable.
The following table provides the credit quality distribution of our fixed maturity portfolio at June 30, 2026.
| Credit Rating | |||||||||||||||||||||||||||||||||||||||||
| Fair Value | % of Total | AAA | AA- to AA+ | A to A+ | Not Subject to Credit Rating | ||||||||||||||||||||||||||||||||||||
| Fixed Maturities: | |||||||||||||||||||||||||||||||||||||||||
| U.S. government and agencies | $ | 26,120 | 15 | % | $ | — | $ | 26,120 | $ | — | $ | — | |||||||||||||||||||||||||||||
| Agency RMBS | 23,671 | 14 | — | 23,671 | — | — | |||||||||||||||||||||||||||||||||||
| Corporate bonds | 38,487 | 22 | — | 6,504 | 31,983 | — | |||||||||||||||||||||||||||||||||||
| ABS | 6,058 | 4 | 6,058 | — | — | — | |||||||||||||||||||||||||||||||||||
| Total fixed maturity portfolio | 94,336 | 55 | 6,058 | 56,295 | 31,983 | — | |||||||||||||||||||||||||||||||||||
Liquidity funds | 78,529 | 45 | — | — | — | 78,529 | |||||||||||||||||||||||||||||||||||
| Total fixed maturity investments | $ | 172,865 | 100 | % | $ | 6,058 | $ | 56,295 | $ | 31,983 | $ | 78,529 | |||||||||||||||||||||||||||||
At June 30, 2026, the fixed maturity portfolio had a weighted average credit rating of AA, a book yield of 3.9%, and an average duration of 1.9 years. See Note 4 and Note 7 of the financial statements for further details.
Other Investments
The other investment holdings relate to private investments made by the Innovations segment. The increase of $2.0 million to $64.9 million from December 31, 2025 was predominantly due to additional investments on two existing holdings and three new investments. This was partially offset by a $1.5 million impairment charge.
Restricted cash and cash equivalents
We use our restricted cash and cash equivalents primarily for funding trusts and letters of credit issued to our ceding insurers. Our restricted cash decreased by $5.2 million, or 1.0%, from $532.0 million at December 31, 2025, to $526.8 million at June 30, 2026. This decrease was primarily due to the transfer of restricted cash and cash equivalents to our fixed maturity portfolio to further enhance net investment return, partially offset by additional cash collateral driven from business growth and renewals.
Reinsurance balances receivable
Our reinsurance balances receivable decreased by $23.5 million, or 3.5%, to $640.9 million at June 30, 2026, from $664.4 million at December 31, 2025. While there was an increase of $49.9 million in premiums receivable, net of collections, this was partially offset by $34.9 million reduction in premiums held by Lloyds’ syndicates mainly due to the final release for the syndicates’ 2023 year of account, net of receivables from open years of account (2024 through 2026). Additionally, there was $44.2 million net release of Funds at Lloyds, which was transferred to a liquidity fund, as described above under “Fixed Maturities”.
Loss and LAE Reserves; Loss and LAE Recoverable
Our total gross loss and LAE reserves increased by $15.8 million, or 1.6%, to $983.8 million from $968.0 million at December 31, 2025. The increase was predominantly due to the total incurred losses on earned premiums being offset by paid losses during the quarter. See Note 8 of the financial statements for a summary of changes in outstanding loss and LAE reserves and a description of prior period reserve developments.
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Our total loss and LAE recoverable increased by $13.4 million, or 16.5%, to $94.8 million from $81.4 million at December 31, 2025. The increase is driven predominantly by an increase in whole-account quota share retrocession agreements based on assumed premiums. At June 30, 2026, there was no loss recoverable on paid losses. See Note 9 of the financial statements for a description of the credit risk associated with our retrocessionaires.
Probable Maximum Loss (“PML”)
At July 1, 2026, our estimated largest PML at a 1-in-250-year return period for a single event, and in aggregate, was $143.1 million and $156.8 million, respectively, both relating to the peril of North Atlantic Hurricane, with relatively no change since April 1, 2026. The below table contains the expected modeled loss for each of our peak peril regions and sub-regions for both a single event loss and aggregate loss measures at the 1-in-250-year return period, net of estimated reinstatement premiums and loss recoverables.
| July 1, 2026 | |||||||||||
| Net 1-in-250 Year Return Period | |||||||||||
| Peril | Single Event Loss | Aggregate Loss | |||||||||
| North Atlantic Hurricane | 143,143 | 156,789 | |||||||||
| Florida Hurricane | 102,656 | 105,366 | |||||||||
| Southeast Hurricane (excluding Florida) | 119,703 | 122,936 | |||||||||
| Gulf of Mexico Hurricane | 75,619 | 76,844 | |||||||||
| Northeast Hurricane | 90,506 | 91,931 | |||||||||
| North America Earthquake | 125,229 | 129,063 | |||||||||
| California Earthquake | 118,532 | 119,485 | |||||||||
| Pacific Northwest Earthquake | 36,574 | 36,621 | |||||||||
| New Madrid Earthquake | 22,231 | 22,278 | |||||||||
Europe Windstorm | 74,026 | 78,215 | |||||||||
Japan Earthquake | 19,696 | 20,000 | |||||||||
Japan Windstorm | 10,077 | 10,186 | |||||||||
Debt
At June 30, 2026, our total outstanding debt increased by $4.0 million to $8.8 million since December 31, 2025. Refer to Note 10 of the financial statements for further information.
Total shareholders’ equity
Total shareholders’ equity decreased by $10.3 million to $697.7 million, compared to $708.0 million at December 31, 2025. The decrease was due to $19.2 million of stock repurchases; partially offset by the net income of $6.2 million and share-based compensation adjustment to additional paid-in capital for YTD 2026.
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Liquidity and Capital Resources
Refer to the “Liquidity and Capital Resources” section included in Item 7 of our 2025 Form 10-K for a general discussion of our liquidity and capital resources.
Liquidity
The following table summarizes our sources and uses of funds:
| Six months ended June 30 | |||||||||||
| 2026 | 2025 | ||||||||||
| Total cash provided by (used in): | |||||||||||
| Operating activities | $ | 68,664 | $ | 78,819 | |||||||
| Investing activities | (94,670) | (62,932) | |||||||||
| Financing activities | (15,200) | (6,875) | |||||||||
| Effect of currency exchange on cash | 589 | 961 | |||||||||
| Net cash inflows (outflows) | (40,617) | 9,973 | |||||||||
Cash, beginning of period (1) | 643,732 | 649,087 | |||||||||
| Cash, end of period | $ | 603,115 | $ | 659,060 | |||||||
(1) Cash includes unrestricted and restricted cash and cash equivalents - see Note 6 of the financial statements.
Cash provided by operating activities
The $10.2 million decrease in cash provided by operating activities in YTD 2026 compared to YTD 2025 was driven mainly by the ebb and flow from our underwriting activities. Cash inflows from underwriting activities generally include premiums, net of acquisition costs, and reinsurance recoverables. Cash outflows principally include payments of losses and LAE, payments of retrocession premiums, and operating expenses. Cash provided by operating activities may vary significantly from period to period due to the timing of these inflows and outflows.
Cash used in investing activities
The $31.7 million increase in cash used for investing activities was driven mainly by additional net contributions to fixed maturity investments, for which the source of funds came from restricted cash and funds held by Lloyd’s. This was partially offset by the net redemptions from Solasglas in YTD 2026, compared to net contributions in YTD 2025.
Cash used in financing activities
The cash used for financing activities during YTD 2026 was attributable to the repurchase of $19.2 million of our ordinary shares, partially offset by $4.0 million of borrowings from our debt facility. The cash used for financing activities during YTD 2025 was driven by $5.0 million of stock repurchases and $1.9 million of debt repayment.
Capital Resources
The following table summarizes our debt and capital structure:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Debt - outstanding principal | $ | 9,000 | $ | 5,000 | |||||||
| Shareholders’ equity | 697,682 | 707,977 | |||||||||
| Total capital | $ | 706,682 | $ | 712,977 | |||||||
| Ratio of debt to shareholders’ equity | 1.3 | % | 0.7 | % | |||||||
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The ratio of debt to shareholders’ equity provides an indication of our leverage and capital structure, along with some insights into our financial strength. In addition to the above capital, we also have LC facilities to support our reinsurance business operations where we are not licensed or admitted as a reinsurer.
Ordinary Shares
At June 30, 2026, there were 32,881,538 outstanding ordinary shares, a decrease of 1,016,171 since December 31, 2025, mainly due to 1,102,065 of share repurchases, coupled with the net forfeited performance restricted stock awards granted in 2023. This was partially offset by the issuance of ordinary shares for vested service RSUs.
We expect that the existing capital base and internally generated funds will be sufficient to implement our business strategy for the foreseeable future.
LC Facilities
See Note 10 of the financial statements for details of all outstanding LC facilities, including the new and amended CIBC LC facilities in April 2026, resulting in an increase from $200 million to $300 million of total committed LC facilities by CIBC.
Contractual Obligations and Commitments
At June 30, 2026, our contractual obligations and commitments by period due were as follows:
| Less than 1 year | 1-3 years | 3-5 years | More than 5 years | Total | |||||||||||||||||||||||||
| Operating activities | |||||||||||||||||||||||||||||
Loss and loss adjustment expense reserves (1) | $ | 397,445 | $ | 359,078 | $ | 128,874 | $ | 98,377 | $ | 983,774 | |||||||||||||||||||
Operating lease obligations (2) | 640 | 1,270 | 887 | — | 2,797 | ||||||||||||||||||||||||
| Financing activities | |||||||||||||||||||||||||||||
Debt (principal payments) (3) | — | — | 9,000 | — | 9,000 | ||||||||||||||||||||||||
| Total | $ | 398,085 | $ | 360,348 | $ | 138,761 | $ | 98,377 | $ | 995,571 | |||||||||||||||||||
(1) Due to the nature of our reinsurance operations, the amount and timing of the cash flows associated with our reinsurance contractual liabilities will fluctuate, perhaps materially, and, therefore, are highly uncertain.
(2) See Note 17 of the consolidated financial statements in the 2025 Form 10-K.
Critical Accounting Estimates
Our financial statements contain certain amounts that are inherently subjective and have required management to make assumptions and best estimates to determine reported values. If certain factors, including those described in “Part II. Item 1A. Risk Factors” included in our 2025 Form 10-K, cause actual events or results to differ materially from our underlying assumptions or estimates. In that case, there could be a material adverse effect on our results of operations, financial condition, or liquidity. The most significant estimates relate to:
•loss and loss adjustment expense reserves;
•premiums written and earned and related premium receivable, net of expected credit losses;
•reinsurance recoverable on unpaid losses and loss adjustment expenses, net of expected credit losses; and
•valuation of investments, including impairments.
We believe that the critical accounting estimates discussion in “Part II. Item 7. — Management’s Discussion and Analysis of Financial Condition and Results on Operations” of our 2025 Form 10-K continues to describe the significant estimates and judgments included in the preparation of these financial statements.
Recent Accounting Pronouncements
At June 30, 2026, there were no recently issued accounting pronouncements that we have not yet adopted that we expect could have a material impact on our results of operations, financial condition, or liquidity. See Note 2 of the financial statements.
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Refer to Item 7A included in our 2025 Form 10-K. The following is an update of material market risk changes since December 31, 2025.
Equity Price Risk
In connection with equity securities held by Solasglas at June 30, 2026, a 10% decline in the price of each of the underlying listed equity securities and equity-based derivative instruments would result in a $15.7 million unrealized loss on our investment in Solasglas (December 31, 2025: $18.5 million).
Commodity Prices Risk
In connection with Solasglas’ long or short investment in commodities or derivatives directly impacted by fluctuations in the prices of commodities, the following table summarizes the net impact that a 10% decrease in commodity prices would have on the fair value of Solasglas’ investment portfolio. The below table excludes the indirect effect that changes in commodity prices might have on equity securities in the Solasglas’ investment portfolio.
| June 30, 2026 | December 31, 2025 | |||||||||||||
Gold | $ | 5,032 | $ | 9,074 | ||||||||||
Copper | 663 | 574 | ||||||||||||
Crude oil | 209 | — | ||||||||||||
Uranium | — | 1,770 | ||||||||||||
Total unrealized loss | $ | 5,904 | $ | 11,418 | ||||||||||
Interest Rate Risk
Investment in Solasglas
At June 30, 2026, our interest rate risk exposure in Solasglas was predominantly related to interest rate derivatives. The fair value for these derivatives is sensitive to movements in the underlying benchmark yield curve, and a hypothetical 100 basis point parallel increase in the yield curve would result in a $33.0 million loss on our investment in Solasglas (December 31, 2025: $20.5 million).
Fixed Maturities
The following table presents the estimated pre-tax impact on the fair value of fixed maturities due to an increase in the U.S. yield curve of 100 basis points and an additional 100 basis points credit spread widening for corporate debt, ABS, non-agency RMBS, and municipal bond securities.
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| Potential adverse change in fair value | |||||||||||||||||||||||
| Fair value | Increase in interest rate by 100 basis points | Widening of credit spreads by 100 basis points | Total | ||||||||||||||||||||
| At June 30, 2026 | |||||||||||||||||||||||
| U.S. government and agencies | $ | 26,120 | $ | (555) | $ | (555) | |||||||||||||||||
| Agency RMBS | 23,671 | (617) | (617) | ||||||||||||||||||||
| Securities exposed to credit spreads: | |||||||||||||||||||||||
| Corporate bonds | 38,487 | (745) | (783) | (1,528) | |||||||||||||||||||
| ABS | 6,058 | (98) | (100) | (198) | |||||||||||||||||||
| Total fixed maturity portfolio | $ | 94,336 | $ | (2,015) | $ | (883) | $ | (2,898) | |||||||||||||||
| Potential adverse change in fair value | |||||||||||||||||||||||
| Fair value | Increase in interest rate by 100 basis points | Widening of credit spreads by 100 basis points | Total | ||||||||||||||||||||
| At December 31, 2025 | |||||||||||||||||||||||
| U.S. government and agencies | $ | 17,979 | $ | (436) | $ | (436) | |||||||||||||||||
| Agency RMBS | 18,258 | (485) | (485) | ||||||||||||||||||||
| Securities exposed to credit spreads: | |||||||||||||||||||||||
| Corporate bonds | 9,769 | (297) | (306) | (603) | |||||||||||||||||||
| ABS | 5,565 | (53) | (102) | (155) | |||||||||||||||||||
| Non-agency RMBS | 600 | (30) | (29) | (59) | |||||||||||||||||||
| Municipal bonds | 857 | (30) | (30) | (60) | |||||||||||||||||||
| Total fixed maturity portfolio | $ | 53,028 | $ | (1,331) | $ | (467) | $ | (1,798) | |||||||||||||||
Item 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 of the Exchange Act, the Company has evaluated, with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the effectiveness of its disclosure controls and procedures (as defined in such rules) as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports prepared in accordance with the rules and regulations of the SEC is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures will prevent all errors and all frauds. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
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Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company continues to review its disclosure controls and procedures, including its internal controls over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business.
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PART II — OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
From time to time, in the normal course of business, we may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation, the outcomes of which determine our rights and obligations under our reinsurance contracts and other contractual agreements. In some disputes, we may seek to enforce our rights under an agreement or to collect funds owing to us. In other matters, we may resist attempts by others to collect funds or enforce alleged rights. While 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 1A. RISK FACTORS
Factors that could cause our actual results to differ materially from those in this report are any of the risks described in “Part I. Item 1A. Risk Factors” included in our 2025 Form 10-K, as filed with the SEC on March 9, 2026. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
As of June 30, 2026, there have been no other material changes to the risk factors disclosed in “Part I. Item 1A. Risk Factors” included in our 2025 Form 10-K. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On May 2, 2025, the Board of Directors re-approved a share repurchase plan, until June 30, 2026, authorizing the Company to repurchase up to $25 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. On April 28, 2026, the Board of Directors approved a new share repurchase plan, to replace the prior plan, of up to $40.0 million from May 15, 2026 to May 31, 2027. Refer to Note 11 of the financial statements for a summary of our share repurchase plan.
The table below details the monthly share repurchases that were made under the Plan during Q2 2026:
Issuer Purchases of Equity Securities | ||||||||||||||||||||
| Period | Number of Shares Purchased | Average Price per Share | Maximum Dollar Amount Still Available Under Share Repurchase Plan | |||||||||||||||||
| Beginning balance | $ | 15,186 | ||||||||||||||||||
| April 1 - 30, 2026 | 518,454 | $ | 18.38 | 5,658 | ||||||||||||||||
| May 1 - 31, 2026 | 97,650 | $ | 17.60 | 38,978 | ||||||||||||||||
| June 1 - 30, 2026 | 187,260 | $ | 15.83 | 36,015 | ||||||||||||||||
| Total | 803,364 | $ | 17.69 | $ | 36,015 | |||||||||||||||
During the three months ended June 30, 2026, we repurchased 803,364 ordinary shares at an average price of 17.69 per share, for a total of $14.2 million.
Subsequent to June 30, 2026, we repurchased 240,194 ordinary shares at an aggregate cost of $3.9 million and an average price of $16.42 per ordinary share through August 3, 2026, including the repurchases made under the Ordinary Share Repurchase Agreement noted below.
In accordance with the Ordinary Share Repurchase Agreement dated June 1, 2026, between the Company and the David M. Einhorn 2021-07 Family Trust (the “Seller”), the Company repurchased 106,060 ordinary shares from the Seller on August 3, 2026. The purchase price of $16.14 per share was based on the weighted average price per
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ordinary share, excluding any commissions, paid by the Company in connection with the open market repurchases made by the Company between June 3, 2026 and July 31, 2026.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
(c) Insider Trading Arrangements and Related Disclosures
Our directors and executive officers may purchase or sell shares of our ordinary shares in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and in compliance with guidelines specified by the Company. In accordance with Rule 10b5-1 and our insider trading policy, directors, officers, and certain employees who, at such time, are not in possession of material non-public information about the Company are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s stock, including shares acquired pursuant to the Company’s equity plans (“Rule 10b5-1 Trading Plans”). Under Rule 10b5-1 Trading Plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them.
During the three months ended June 30, 2026, we did not
Item 6. EXHIBITS
| 10.1 | |||||
| 10.2 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 101 | The following materials from the Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2026 formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Changes in Shareholders’ Equity; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements. | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GREENLIGHT CAPITAL RE, LTD. | |||||||||||
| (Registrant) | |||||||||||
| By: | /s/ GREGORY RICHARDSON | ||||||||||
| Gregory Richardson Director and Chief Executive Officer (principal executive officer) | |||||||||||
| August 4, 2026 | |||||||||||
| By: | /s/ FARAMARZ ROMER | ||||||||||
| Faramarz Romer Chief Financial Officer (principal financial officer) | |||||||||||
| August 4, 2026 | |||||||||||
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