Malibu Life Holdings Limited Annual Report 2025
Charting a course
MALIBU LIFE HOLDINGS LIMITED
ANNUAL
REPORT
2025
Malibu Life Holdings Limited Annual Report 2025
WELCOME
Malibu Life Holdings Limited
(
“the
Company,” “MLHL,” or “Malibu Life”
)
is listed on the London Stock Exchange
and is the 100% owner of Malibu Life
Reinsurance SPC
(
“Malibu Life Re”
)
,
which is a licensed life and annuity
reinsurer based in the Cayman Islands.
Malibu Life Holdings Limited Annual Report 2025
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Financial Statements Additional InformationGovernance ReportStrategic Report
IN THIS REPORT
ABOUT US
2 Who We Are
4 Key Financial and Operational Highlights
STRATEGIC REPORT
8 Chairman’s Statement
10 CEO’s Report
14 Business Model and Investment Case
16 Investment Manager’s Report
23 Business and Financial Review
24 Stakeholder Engagement
27 TCFD
37 Management of Principal Risks and Uncertainties
GOVERNANCE REPORT
46 Executive Team and Board of Directors Introduction
52 Board Structure and Composition
55 Director’s Duties and Responsibilities
57 Director’s Report
60 Audit and Risk Committee Report
64 Nomination Committee Report
68 Remuneration Committee Report
72 Asset Liability Management Committee Report
FINANCIAL STATEMENTS
76 Independent Auditor’s Report
83 Consolidated Balance Sheets
84 Consolidated Statements of Comprehensive Income
85 Consolidated Statements of Changes in Shareholders’ Equity
86 Consolidated Statement of Cash Flows
86 Supplemental Disclosure of Non-Cash Information
87 Notes to Consolidated Audited Financial Statements
ADDITIONAL INFORMATION
112 Investor Information
112 Management and Administration
113 Legal Information
Malibu Life Holdings Limited Annual Report 2025
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WHO WE ARE
Who
We Are
Where We Come From
MLHL was created via the
September 2025 merger
between the London-listed
Third Point Investors Limited
(“TPIL”) and Malibu Life Re.
TPIL was a listed feeder into the Third Point Master Fund LP
(the “Master Fund”), the flagship multi-strategy investment
fund managed by Third Point LLC (“Third Point”)
Third Point, founded by CEO/CIO Daniel S. Loeb, is an
institutional investment manager with a 30-year track
record and deep, multi-asset credit capabilities and
differentiated across-the-liquidity spectrum experience
Malibu Life Re is a Class B (iii) licensed reinsurer based
in the Cayman Islands established by Third Point in 2024.
In 2024, Malibu Life Re secured an inaugural c. $3 billion
flow insurance treaty with a blue-chip US life and annuities
platform, and has plans to scale via additional reinsurance
treaties and direct origination
Malibu Life is led by CEO Gary Dombowsky, who brings
30 years of experience in the banking, reinsurance
and insurance sectors. Mr. Dombowsky co-founded
Knighthead Annuity & Life Assurance Company where he
and his team developed a highly successful, diversified
origination model and became a leader in the direct
offshore annuities market
Malibu Life combines the
market need for institutional-
grade annuity solutions and the
alternative asset management
expertise of Third Point to
generate long-term shareholder
value through investment spread
income derived from reliable,
long-dated insurance liabilities.
Malibu Life Holdings Limited Annual Report 2025
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What We Do
Malibu Life pursues a simple,
spread-based business model,
driven by predictable liabilities,
largely investment-grade
assets and optimised
capital management.
Malibu Life invests premiums sourced initially through
the reinsurance of fixed annuities and, in time, through the
direct issuance of annuity products in the United States
Malibu Life’s focus is on predictable liabilities,
predominantly Fixed Index Annuities (“FIAs”) and
Multi-Year Guaranteed Annuities (“MYGAs”)
Malibu Life invests policyholders’ funds through Third
Point’s asset management platform into high-quality,
largely investment-grade fixed income assets to generate
investment returns in excess of policyholders’ crediting
rates and operating expenses
The intent is for Malibu Life to become a pure play life
and annuity platform over the coming years as capital
is redeemed from the Master Fund and deployed into
accretive new business
How We Create Value
Malibu Life is charting a course:
For Retirement
Our goal is to provide consumers with
fixed annuity products that offer principal
protection, guaranteed income and
long-term security
For Insurance Partners
We pursue mutually beneficial reinsurance
relationships with cedants who value our
strong capitalisation, risk management and
credit investment expertise
For Shareholders
We are committed to disciplined capital
deployment into opportunities that
enhance long-term value
Malibu Life Holdings Limited Annual Report 2025
4
KEY FINANCIAL AND OPERATIONAL HIGHLIGHTS
Key Performance
Indicators
We view 2025 as a meaningful step toward achieving our
long-term return objectives. We believe the results demonstrate
the viability of our strategy and provide a foundation for scaling
capital deployment in 2026 and beyond.
Total Assets:
$1.5bn
Annuity Premiums
Since Inception:
$1.4bn
Standalone SP 1 Total
Comprehensive Income:
$16m
% of MLHL Net Assets:
20%
Performance %:
9.1%
Investment Income
Allocated:
$48m
Investment Balance
2
:
$454m
% of MLHL Net Assets:
80%
Malibu Life Reinsurance SPC (including its segregated portfolio, Malibu Life Reinsurance SP 1)
1
Third Point Master Fund LP
MLHL Consolidated
Book Value per Share:
$33.33
Book Value per Share Growth
3
:
4.5%
Total Comprehensive Income:
$24m
Total Shareholder’s Equity:
$569m
1 The financial metrics presented for Malibu Life Reinsurance SPC (including its segregated portfolio, Malibu Life Reinsurance SP 1) reflect standalone results for the full
year ended December 31, 2025. These figures will not agree to the consolidated financial statements, which include Malibu Life Re’s results only from the Acquisition Date
(September 12, 2025) to December 31, 2025.
2 Investment Balance of $454 million comprises the Investment in Third Point Offshore Fund Ltd. at fair value of $442 million, and the Investment in Participation Notes
of $23 million, net of Deferred redemption payable of $11m, as reflected in the Consolidated Balance Sheets.
3 Book Value Per Share Growth of 4.5% represents the increase from $31.91 per Ordinary Share as at December 31, 2024 to $33.33 per Ordinary Share as at December 31, 2025.
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Malibu Life Holdings Limited Annual Report 2025
Malibu Life Holdings Limited Annual Report 2025
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Strategic
Report
CHAPTER 01
2025 was a year of exciting change for the
Company, with a far-reaching Strategy
Review culminating in shareholder approval
of our transition from an investment trust
toan operating company focused on the
fast-growing US fixed annuity market.
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Malibu Life Holdings Limited Annual Report 2025
8 Chairman’s Statement
10 CEO’s Report
14 Business Model and Investment Case
16 Investment Manager’s Report
23 Business and Financial Review
24 Stakeholder Engagement
27 TCFD
37 Management of Principal Risks and Uncertainties
01
IN THIS SECTION
Malibu Life Holdings Limited Annual Report 2025
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CHAIRMAN’S STATEMENT
A Message
From the
Chairman
The guiding principle for this process
and ultimately this transition was
to maximise shareholder value.”
Dimitri Goulandris
Chairman
Dear Shareholder,
2025 was a year of exciting
change for the Company, with
a far-reaching Strategy Review
culminating in shareholder
approval of our transition from an
investment trust to an operating
company focused on the fast-
growing US fixed annuity market.
When the Strategy Committee was formed in
April 2024 to assess options for the future of the
Company, our mandate was to find a solution
that was in the best interests of the Company.
With disparate views among the shareholder
base, it became evident that an incremental
solution was not going to rise above the
significant structural headwinds impacting the
investment trust sector, so we realised the need
for an innovative and transformational solution.
After a comprehensive review and extensive due
diligence, in May 2025 the Strategy Committee
coalesced around an option that laid out a
path for the Company to evolve over time into a
pure-play operating business with an attractive,
robust and scalable business model.
Malibu Life Holdings Limited Annual Report 2025
Malibu Life Holdings Limited Annual Report 2025
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We were pleased to see in August 2025 that a
significant majority of shareholders agreed that
the combination of Third Point Investors Limited
and Malibu Life Reinsurance SPC represented
a compelling opportunity to bring a high-quality
reinsurance platform to the London market, and
which we believe over time has the potential
to deliver superior value for investors than the
other feasible options. The acquisition closed
in September 2025 and shares began trading
as Malibu Life Holdings Limited (“MLHL”) on
the London Stock Exchange’s Equity Shares
(Commercial Companies) Category, or ESCC, on
September 12, 2025. Due to strong support for
the transaction from existing and new investors,
the transaction also provided new capital
through new subscriptions in connection with the
redemption offer to assist in rotating out existing
shareholders who were unable or did not wish to
remain invested in this new strategic direction.
The guiding principle for this process and
ultimately this transition was to maximise
shareholder value, and I would like to thank my
fellow Directors for their focus and support in
allowing the Committee to propose a solution
which we believe will deliver this. In addition
to the valuable continuity that Rupert Dorey,
Richard Boléat, and Liad Meidar bring with
their continued independent leadership, we
were also excited to welcome Luana Majdalani
and welcome back Josh Targoff as Third
Point-nominated Non-Executive Directors of
the Company after the transaction closed in
September 2025. I would also like to extend
the Board’s collective gratitude to Huw Evans
and Claire Whittet, who stepped down from the
Board at the same time and who provided many
valuable years of service to the Company.
Finally, I would like to take an opportunity to
thank Malibu Life CEO Gary Dombowsky, who
was appointed as an Executive Director of
the Company in September 2025 but who has
served as a Director of Malibu Life Reinsurance
SPC since its establishment in 2024. Gary
is a business builder who, despite having
reached retirement age, took on the challenge
of securing the foundations for the growth
of MLHL. As intended, Gary is now ready to
transition to a Non-Executive role, and his final
task as CEO has been to identify his successor.
I am happy to report that we are in the final
stages of that search and are very excited
about the preferred candidate. Gary will stay
on as CEO and Executive Director of MLHL
until his successor comes on board, and we
will be fortunate to continue to draw on Gary’s
expertise through his continued service on
the Board of Malibu Life Reinsurance SPC.
As we look ahead to creating shareholder value
for MLHL, the US life insurance sector in which
Malibu Life does business is vast and growing,
and there is a structural need in the sector to
provide competitively priced, institutional-grade
reinsurance solutions as well as quality annuity
products directly to consumers. We believe
Malibu is well placed to meet those needs,
as a high-potential fixed annuity platform
with both a robust pipeline of reinsurance
opportunities as well as the imminent entry into
the direct origination business with the pending
acquisition of TruSpire Retirement Insurance
Company announced in October 2025.
When it comes to generating an attractive
risk-adjusted return on these assets, Malibu
Life will continue to draw on the credit
investment expertise that Third Point has
built over its 30-year history. Malibu Life invests
policyholders’ funds through Third Point’s
asset management platform into high-quality,
largely investment-grade fixed income assets
to generate investment returns in excess of
policyholders’ crediting rates and operating
expenses. Malibu Life’s investment partnership
with Third Point is an important source of value
as Third Point’s asset management capabilities
are critical to driving optimal risk-adjusted
returns on investment.
The path in front of us is clear if we execute our
business plan over the next 18-36 months. The
market has consistently rewarded US-focused
peers in the fixed annuities and reinsurance
space who generate similar ROEs with attractive
annual returns as well as a trading multiple at
book value or at a premium to book value. While
this journey will take time, we are extremely
excited about the potential and the work ahead
of us. Another elegant feature of this transaction
is that it allows us to be deliberate in building
the insurance business in the right way as the
Company’s cash continues to be invested in the
Master Fund, only redeeming and deploying
that capital when new business is expected to
accrete to our mid-teens ROE target, calculated
as net spread multiplied by the leverage ratio.
ACQUISITION TIMELINE
APRIL 2024
• The Third Point Investors Limited
Board of Directors announces the
Strategy Review and the appointment
of two new Directors, Dimitri
Goulandris and Liad Meidar
MAY 2025
• Third Point Investors Limited Board
of Directors announces it has entered
into a sale and purchase agreement to
acquire Malibu Life Reinsurance SPC,
including its segregated portfolio,
Malibu Life Reinsurance SP 1. The
deal, subject to shareholder approval,
includes a potential redemption offer
to effect the orderly rotation of the
shareholder base
JULY 2025
• Taking shareholder feedback into
account, the Third Point Investors
Limited Board of Directors announces
a significant increase in the size of the
redemption offer, new subscriptions
and a material increase in the
redemption price
AUGUST 2025
• The Malibu Life acquisition and
redemption offer are approved
by shareholders at the EGM
SEPTEMBER 2025
• Results of the redemption offer and
new subscriptions are announced
to the market
• The Company announces new
appointments to the Board of
Directors, including Gary Dombowsky
(CEO), Josh Targoff (Non-Executive
Director) and Luana Majdalani
(Non-Executive Director)
• The Company completes its migration
from Guernsey to the Cayman Islands
and the acquisition closes
• Admission of Malibu Life Holdings
Limited to the ESCC Category on the
Main Market for listed securities of the
London Stock Exchange is completed
While 2025 was an eventful year, the work has
only just begun to deliver on this vision. We look
forward to keeping you apprised of the progress
and thank you for your continued support.
Dimitri Goulandris
Chairman
April 22, 2026
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Malibu Life Holdings Limited Annual Report 2025
CEO’S REPORT
A Message
From the CEO
The ability to source long-duration
capital, invest in high-quality credit
withprecision and manage risk
across cycles has become a defining
competitive advantage.”
Gary Dombowsky
Chief Executive Officer
Dear Shareholder,
2025 was the inaugural year
for Malibu Life Holdings
Limited. On September 12,
2025, the merger of Third
Point Investors Limited and
Malibu Life Reinsurance was
completed after SPC, creating
a unified insurance holding
company with a clear mandate:
to compound book value per
share through disciplined
spread income generated
from long-dated, predictable
insurance liabilities.
Malibu Life Holdings Limited Annual Report 2025
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Our model is straightforward and repeatable.
We intend to source durable annuity liabilities
– initially through reinsurance and, shortly,
through direct issuance in the United States.
Those liabilities provide stable, long-duration
capital. We invest the associated assets
primarily in high-quality credit through Third
Point’s credit-focused platform, leveraging
deep in-house expertise and asset origination
capabilities along with those of select third-party
managers. The resulting investment spread –
after policyholder crediting rates, expenses
and acquisition costs – should be reliable and
compound shareholder capital over time.
While our insurance operations remain a
minority of the overall balance sheet which
continues to be predominantly invested in
the Master Fund, the foundation for a scaled
insurance franchise was established in 2025.
As capital is redeployed from the hedge fund
strategy into insurance transactions that
meet our return thresholds, we expect the
contribution from spread income to increase
meaningfully over time.
Our growth will be complemented by direct
origination through a US-based annuity platform.
Direct issuance provides greater control
over product design, pricing and distribution,
reduces reliance on episodic reinsurance
opportunities and supports recurring premium
generation. To this end, shortly after the merger,
we agreed to acquire TruSpire Retirement
Insurance Company. This transaction materially
accelerates our transition to direct origination
and expands our strategic flexibility. We expect
the transaction to close in May 2026 following
regulatory approval.
Financial Performance
For the year ended December 31, 2025, Malibu
Life increased book value per share by 4.5%,
and total comprehensive income was $24
million, inclusive of merger-related expenses.
Results reflect net income attributable to
common shareholders and the first full year
of consolidated operations across both the
Master Fund and our insurance business.
At year-end, approximately 80% of common
equity remained allocated to the Third Point
Master Fund LP. This capital continues to earn
returns as we build the infrastructure and
transaction pipeline necessary to scale our
insurance platform prudently.
During the year, $889 million of annuity
premiums were generated under our existing
reinsurance treaty, in line with our expectations.
Assets supporting those liabilities were invested
at attractive levels despite market volatility,
reflecting a disciplined underwriting process
and active asset-liability management. Liability
cash flows performed as modelled, reinforcing
the predictability of our initial portfolio.
As a relatively recent entrant to the reinsurance
segment, we view 2025 as a meaningful step
toward achieving our long-term return objectives.
The results demonstrate the viability of our
strategy and provide a foundation for scaling
capital deployment in2026 and beyond.
Market Opportunity
Our confidence in Malibu Life’s strategy is
grounded in the scale and structural tailwinds
in the US life and annuity market.
Fixed annuity sales have exceeded $370
billion annually in recent years, supported
by demographic aging, the continued shift
from defined benefit to defined contribution
retirement systems, persistent retirement
income gaps and sustained demand for principal
protection and guaranteed lifetime income.
Industry growth, however, is increasingly
constrained by balance sheet capacity and
asset management capability rather than by
consumer demand. The ability to source long-
duration capital, invest in high-quality credit with
precision and manage risk across cycles has
become a defining competitive advantage.
In the United States, the top 20 carriers
generated approximately three-quarters of
individual annuity sales in 2025, underscoring
the concentrated nature of our industry. We
view this concentration not as a barrier, but as
a compelling opportunity for Malibu Life. As
a smaller, strongly capitalised carrier, we can
differentiate ourselves through disciplined
underwriting, pricing agility and speed-to-
market – adjusting crediting strategies swiftly as
interest rates evolve and selectively deploying
capital into new products where risk-adjusted
returns are most attractive. Unencumbered by
legacy systems or runoff blocks of business, we
are able to focus entirely on growth, leveraging
modern technology to deliver superior service
and tailored support to both policyholders and
distribution partners. We will prioritise targeted
distribution strategies in underserved channels,
including independent marketing organisations,
regional banks and Registered Investment
Advisors (“RIAs”), where responsiveness and
partnership matter most. Against an estimated
$45 trillion US retirement market, the opportunity
for nimble, well-capitalised, disciplined insurers
remains substantial. We believe Malibu Life is
well positioned to participate meaningfully
in this growth.
Business Strategy
Our initial focus is the reinsurance of simple,
capital-efficient fixed annuity products –
primarily Multi-year guaranteed annuities
(“MYGAs”) and Fixed index annuities (“FIAs”)
– with predictable risk profiles and stable, long-
dated cash flows. These liabilities allow for
precise asset-liability matching and disciplined
portfolio construction.
In 2024, Malibu entered into a reinsurance treaty
with a leading US life and annuities platform.
Since inception of the treaty through the end
of 2025, the treaty generated approximately
$1.4 billion of premiums and is expected to
reach approximately $3 billion by the end of
2027. We have been and are actively pursuing
additional reinsurance opportunities to scale
prudently and diversify counterparties.
The expansion into the US retail annuity market
is a key component of our business strategy,
with direct originations serving as a central
driver of our future growth.
Strategic Positioning
Malibu Life enters 2026 with several structural
strengths.
First, our partnership with Third Point provides
access to a sophisticated credit platform well
suited to insurance liabilities. This alignment
enhances portfolio construction, credit
oversight and capital efficiency.
Second, we operate without legacy insurance
blocks or outdated systems. We are building our
2025 ($)
889m
(annuity premiums generated)
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Malibu Life Holdings Limited Annual Report 2025
infrastructure, governance and risk framework
from the ground up to reflect current regulatory
expectations and market conditions.
Third, our existing reinsurance liabilities are
characterised by predictable cash flows,
averaging approximately six years in duration,
with in-force policies subject to surrender
charges and market value adjustment provisions.
These features support liability stability and
disciplined asset-liability management.
We also benefit from established counterparty
relationships. Our current treaty provides
visibility into approximately $1.6 billion of
additional future premium flows, offering
a foundation for continued scaling.
Pending deployment into insurance
transactions, surplus capital remains invested
in Third Point-managed strategies, where it is
expected to generate attractive risk-adjusted
returns. This flexibility allows us to pace growth
based on opportunity rather than urgency.
Finally, our public company structure provides
liquidity, transparency and governance
consistent with the expectations of institutional
investors and regulators. We believe this
structure supports long-term capital access
and alignment with shareholders.
Risks and Discipline
Our business is subject to market, credit,
underwriting, regulatory and execution risks
inherent in insurance and asset management.
Credit cycles are an unavoidable feature
of long-duration investing. We manage this
risk through conservative underwriting,
diversification across asset classes and
counterparties, active credit oversight and
disciplined asset-liability matching. Liquidity
is maintained to withstand periods of elevated
surrender activity or market stress.
As we expand into direct issuance, careful
execution, operational resilience and regulatory
engagement remain central to our approach.
We will look to prioritise durable returns over
rapid growth and will not deploy capital where
risk-adjusted economics are insufficient.
CEO’S REPORT CONTINUED
2025 Accomplishments
During 2025, Malibu Life achieved several
important milestones.
The merger between Third Point Investors
Limited and Malibu Life Reinsurance SPC,
including its segregated portfolio Malibu
Life Reinsurance SP 1, was completed on
September 12, 2025, creating a dedicated
reinsurance and insurance holding company.
In October 2025, we entered into a definitive
agreement to acquire TruSpire Retirement
Insurance Company, a Texas-domiciled
provider of life and retirement solutions and a
wholly-owned subsidiary of Mutual of America
Life Insurance Company. Subject to regulatory
approval, this acquisition is expected to enable
direct annuity issuance as early as Q3 2026.
TruSpire is licensed in 44 states and has an
approved Fixed Indexed Annuity product with
access to the independent agent distribution
channel. Additional FIA and MYGA products
are expected to follow in subsequent years.
The transaction also includes a Bermuda-
regulated reinsurer, which may enhance
capital efficiency over time given Bermuda’s
status as a Qualified Jurisdiction recognised
by the US National Association of Insurance
Commissioners (“NAIC”). The acquisition also
permits us access to the Federal Home Loan
Bank System providing access to low-cost,
collateralised funding and liquidity, improving
capital efficiency and supporting long-term
asset and liability management.
During 2025, we strengthened our team,
finalising employment agreements with
five TruSpire professionals across pricing,
operations, risk management and actuarial
functions.
During 2025, Malibu Life Reinsurance SP 1
surpassed $1 billion in assets and posted
a standalone profit of $16 million.
Objectives for 2026
Our priorities for 2026 focus on responsible
scaling and strengthening long-term
earnings power.
We are pursuing strong financial strength
ratings from recognised agencies and
expect to be so rated for our insurance and
reinsurance entities by mid-2026. Ratings are
essential to direct issuance and are expected
to expand reinsurance opportunities while
potentially lowering liability costs.
We anticipate completing the acquisition of
TruSpire in the second quarter of 2026, subject
to regulatory approval. We will aim to continue
building our leadership bench, including the
recent addition of a Chief Operations Officer,
Robert Pavleszek, and planned appointments
in risk management and investor relations.
We will also refine our investment portfolio
to enhance risk-adjusted returns while
maintaining liquidity and capital strength.
Our objective is a high-quality, predominantly
investment-grade portfolio capable of
delivering consistent spread income while
preserving flexibility during periods of
credit dislocation.
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Stewardship
Stewardship is central to our culture. Behind
every contract we reinsure or issue is a
policyholder relying on principal protection,
guaranteed income and long-term security.
Honouring these commitments is our
foremost responsibility.
Risk management is embedded in our
underwriting, investment and capital decisions.
We aim to build a resilient institution capable
of performing across economic cycles.
Stewardship also extends to shareholders.
Capital currently invested through Third Point-
managed strategies will be redeployed into
insurance transactions that meet our return
objectives and support sustained growth in
book value per share.
Closing
Malibu Life enters 2026 with a clear mandate
and a strong foundation. The merger, continued
expansion of our reinsurance platform and
anticipated launch of direct origination position
the Company for durable growth.
Building a high-quality insurance franchise
requires discipline and consistent execution.
We intend to focus on compounding capital
responsibly and creating long-term value for
policyholders and shareholders alike.
Finally, as originally planned when I assumed
this role, I will retire at the end of June. It has
been a genuine privilege to help guide Malibu
Life through this defining period of transition.
I am proud that the strategy we outlined to
investors is well underway and taking shape
as intended.
I leave with great confidence in what
comes next. The incoming leadership and
the talented team already in place give me
no doubt this transition will be seamless.
I look forward to continuing to support the
Company as a member of the Board of
Malibu Life Reinsurance SPC, and to working
alongside management as we deliver on our
long-term strategy and create lasting value
for our shareholders.
Gary Dombowsky
Chief Executive Officer
April 22, 2026
Malibu Life Holdings Limited Annual Report 2025
14
BUSINESS MODEL
Navigating the Market
BUSINESS MODEL AND INVESTMENT CASE
By combining the market need for institutional-grade annuity
solutions with the alternative asset management expertise of
Third Point, Malibu Life Holdings Limited seeks to generate
long-term shareholder value through investment spread
income derived from reliable, long-dated insurance liabilities.
We believe Malibu Life’s business model is
attractive due to its simplicity: source well
understood liabilities, invest in predominantly
investment-grade credit to earn a spread and
optimise/manage capital efficiently. However,
the key to success relies on executing well
on both sides of the balance sheet. Liabilities
require diligent sourcing and analysis. Assets
require efficient deployment and optimisation.
And capital needs to be managed through
prudent pricing of new business, asset-
liability and risk management. Malibu Life’s
management team is highly experienced in
all aspects of the business and is building an
operating business where both sides of the
business are highly integrated. This allows for
more precise pricing, better asset and liability
cash flow matching, deeper management
of risk and nimbleness to take advantage of
market opportunities. We believe that, in this
competitive market, this integrated business
model will be best positioned to succeed.
To accomplish this, Malibu Life is leveraging
the full resources of Third Point, which has
a long history in launching, investing in and
managing assets for insurance companies.
The resources of Third Point span beyond
asset management and include analytics/
risk, finance, legal, compliance, operations
and technology. This has provided Malibu Life
with a head start in terms of infrastructure and
has minimised the operating expense J-curve
associated with new businesses. Similarly,
the full resources of Oliver Wyman are being
leveraged by Malibu Life for actuarial services.
This includes reserve valuations and analysis,
assumption reviews and assistance in pricing
and financial reporting. We would have
otherwise recruited a sizeable actuarial team
to perform these functions on a still-ramping
reserve base. Therefore, we believe our
partnership with Third Point and Oliver Wyman
provides the fastest route to efficiently launch
a business with world-class capabilities on
both sides of the balance sheet. As we scale,
we envision in-sourcing certain functions and
further optimising our expense base.
Lastly, TruSpire will be a critical retail
origination engine for liabilities. However,
operating a retail platform requires greater
investment in operations to ensure customer
experience and data are maintained to the
highest standards. This operating expense
J-curve is deeper and we will partially fund it
with the profits from our reinsurance business.
We believe the hybrid-origination business
model is critical to succeed in this industry and
are thoughtfully building it out. Once we have
direct origination and reinsurance capabilities
in Cayman and Bermuda established, we
believe Malibu Life will have all the tools at
its disposal to succeed. We are seeing ample
opportunities in the life and annuity industry
and believe there is more to come. We look
forward to leveraging our capabilities and
expertise to execute on our business plan
and compound capital for our shareholders.
Malibu Life Holdings Limited Annual Report 2025
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Liabilities
We source well understood
liabilities through diligent
sourcing and analysis.
Third Point
We leverage the full resources of Third
Point which stretch beyond asset
management and include analytics/
risk, finance, legal, compliance,
operations and technology.
Capital Efficiency
We manage and optimise capital
efficiently through prudent pricing
of new business asset-liability and
risk management.
Oliver Wyman
We leverage the full resources of Oliver
Wyman for actuarial services including
reserve valuations and analysis,
assumption reviews and assistance in
pricing and financial reporting.
Investments
We invest in predominantly
investment-grade credit to earn
a spread through efficient
deployment and optimisation.
TruSpire
Subject to the completion of the
acquisition,TruSpire in due course will
become a critical retail origination
engine for liabilities and integral to
our future growth plans.
Management Team
Our highly experienced management team are building an operating business
where both sides of the business are highly integrated.
Malibu Life Holdings Limited Annual Report 2025
16
Malibu Life Holdings Limited Annual Report 2025
16
INVESTMENT MANAGER’S REPORT
Master Fund
Review and Outlook
For the 12 months ended December 31, 2025, the Third Point
Offshore Fund Ltd. (the “Master Fund”) returned 9.1% net of
fees and expenses
1
in 2025, compared to a 17.9% return for
the S&P 500 Index, a 21.6% return for the MSCI World Index
and a 9.3% return for the S&P 500 Equal-Weight Index.
1 Net performance refers to performance of the Company’s investment in the Master Fund during the period. This figure is inclusive of management
fees and incentive fees paid during the period, as well as the deduction of the Company’s pro rata share of the Master Fund’s operating expenses.
Please see the Legal Information/Disclaimers on page 113 for more detail.
2 Unless otherwise stated, all information is as of December 31, 2025, and relates to the Third Point Master Fund LP (inclusive of legacy private
positions). Attribution is inclusive of position-level hedges and reflects net returns after the deduction of all expenses, management fees and
incentive fees, as applicable. Past performance does not guarantee future results.
Third Point’s Long Equities portfolio (+11.3% net attribution to return) drove the bulk of the performance,
with Corporate Credit (+0.8% net attribution to return) and Structured Credit (+1.2% net attribution to
return) both contributing positively as well. The Short Equities portfolio (-3.7% net attribution to return)
and Privates (-0.5% gross attribution to return) detracted from overall performance.
Figure 1: Asset Class Performance
2
YTD Net ROIC (Return on Invested Capital) YTD Net Attribution
-20
-10
0
10
20
11.3%
-1.9%
-0.8%
-1.0%
0.8%
1.2%
-0.5%
9.7%
-8.9%
-10.3%
-6.2%
5.0%
6.1%
-3.5%
Long
Equity
Portfolio
Hedges
Single
Name
Hedges
Single
Name
Shorts
Corporate
Credit
Structured
Credit
Privates
Malibu Life Holdings Limited Annual Report 2025
17
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Malibu Life Holdings Limited Annual Report 2025
17
Financial Statements Additional InformationGovernance ReportStrategic Report
The S&P 500 Index began 2025 at a 21.5x
forward earnings multiple, a starting point which
some judged elevated but which ultimately did
not stand in the way of strong market returns.
A total of 75 basis points of interest rate cuts,
deregulation, technological innovation and
robust corporate earnings combined to send
markets higher during the year.
2025 was mostly a story of strong fundamental
results. Of the 18 percentage points of return
for the S&P 500 Index during the year, 14
percentage points were attributable to EPS
growth, 3 percentage points from multiple
expansion and 1 percentage point from
dividends, according to Goldman Sachs
Investment Research. As corporates defended
margins and produced positive earnings growth,
investors were generally rewarded for going
along with this primary uptrend in the market.
However, that primary trend was interrupted by
severe bouts of volatility along the way, which
made positioning more challenging than it
would seem on the surface. In January, Chinese
startup DeepSeek launched a bootstrapped AI
model that led to fears that companies might
be overspending on AI, causing a temporary
but jarring selloff in AI-focused technology
stocks. In April, the Trump administration
promised punishing retaliatory tariffs, causing
the largest drawdown in the S&P 500 since
COVID hit, before ratcheting down the rhetoric.
There were also periods of pronounced factor
volatility where momentum reversed violently.
Amidst these twists and turns, Third Point
delivered a positive return while maintaining
a disciplined approach to risk management. It
generally maintained constructive positioning
while being tactical with fund exposures
during these periods of stress. The firm also
maintained an enduring conviction in the power
of AI infrastructure spending; among its largest
winners were Siemens Energy, Nvidia, TSMC
and SK Hynix – all of which provide the building
blocks of AI capex. Third Point also saw an
event-driven win in its position in US Steel,
which consummated a deal with Nippon Steel.
The biggest sources of underperformance in
the Equities portfolio were separate left-tail
events which weighed on two of the firm’s
largest positions: Kenvue and Pacific Gas &
Electric. Kenvue faced pressure from the Trump
administration when the president and health
secretary restated unproven claims about a
potential link between Tylenol usage among
pregnant women and autism. Pacific Gas &
Electric shares were punished in the wake of
wildfires that raged in Southern California in
January, even though PCG does not have any
operations in the area. Rather, the market focused
on the viability of a statewide fund that covers
wildfire liabilities. Ultimately, the state legislature
clarified its commitment to that fund, but PCG
shares did not recover all of what they lost.
While the Short Equities portfolio was an overall
detractor, the single name shorts in aggregate
generated alpha versus the broader market,
costing the fund only a small amount while the
overall market was up substantially.
Equity markets have encountered additional
twists and turns in early 2026. Concerns about
AI disintermediation and job displacement
became more pronounced in February with the
release of new applications, and that downtrend
rippled more broadly with the beginning of the
conflict in Iran. A prolonged conflict should
have knock-on effects for the global economy,
including commodity prices, global supply
chains, inflation, interest rates, consumer
sentiment and market valuations. As a result,
Third Point substantially reduced its gross and
net equity exposures in order to preserve capital.
As of this writing, however, the firm has begun
to selectively re-engage by adding exposure
in names that it feels have reached compelling
valuations.
Equities
Figure 2: 2025 Performance Drivers
Largest Contributors
Inclusive of position-level hedges
Net
Attribution
Siemens Energy 3.3%
Nvidia 1.9%
United States Steel 1.8%
TSMC 1.8%
SK Hynix 1.7%
Largest Detractors
Inclusive of position-level hedges
Net
Attribution
Kenvue -2.9%
Pacific Gas & Electric -2.4%
Primo Brands -1.4%
Microsoft -0.9%
London Stock Exchange Group -0.8%
Unless otherwise stated, all information is as of December 31, 2025 and relates to the Third Point Master Fund LP
(inclusive of legacy private positions). Attribution is inclusive of position-level hedges and reflects net returns after the
deduction of all expenses, management fees, and incentive fees, as applicable. Past performance does not guarantee
future results.
18
Malibu Life Holdings Limited Annual Report 2025
0
5
10
15
20
25
2.16%
2.35%
3.87%
3.38%
2.85%
2.94%
5.89%
3.82%
3.38%
4.83%
4.92%
5.30%
3.51%
4.08%
5.75%
6.83%
7.73%
8.72%
11.57%
9.73%
10.62%
12.41%
16.99%
18.81%
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
The Corporate Credit portfolio marginally
underperformed the high yield index in 2025.
While Third Point avoided some of the market’s
largest disasters including First Brands, New
Fortress Energy and Brightline, there was only one
large outsized winner, Michaels Stores, which was
the best performing bond in the JPM High Yield
Index. The firm’s investments in the Elon Musk
complex (X/Twitter and X.AI) were also significant
contributors to performance, along with Claritev,
a post-liability management exercise (“LME”)
situation, and Bausch Health, a complicated
business and capital structure analysis.
Two losers of note were Multi-Color and
Brightspeed. Multi-Color is a large privately-held
label manufacturer that Third Point believed was
undergoing a turnaround. The firm owned the
first-to-mature bond issue with a view that it would
be protected from an LME by virtue of its maturity.
Unfortunately, the business took a relatively
dramatic turn for the worse, which impaired
Third Point’s negotiating position. Brightspeed
is a copper telecom company building out fibre
network. While the fibre build and ramp has largely
gone according to plan, management (who have
since been replaced), did a poor job managing the
INVESTMENT MANAGER’S REPORT CONTINUED
Figure 3: Ratings Migration in Leveraged Loan Index
copper wind down, which resulted in accelerated
cash needs and additional debt issuances to fund
cash burn and build out. Third Point still believes
that Brightspeed will be acquired and expects that
the IRR will be attractive.
As in 2025, 2026 started with very tight index
spreads in credit. Sentiment is generally
constructive with the obvious underpinnings of
fiscal and (likely) Fed support, however, Third Point
sees the ingredients for both fundamental and
technical pressures in credit to make 2026
a much more interesting year.
Third Point expects the biggest source of
volatility to be the continued high volume of
LMEs and in-court restructurings. Interest rates
have remained relatively high and valuations in
general remain far below the levels of 2020-
2021. Additionally, almost 40% of restructurings
are “repeat offenders”, meaning that a large
proportion of the recent restructurings will be
back. The emergence of “co-op agreements”
where bondholders agree to not stab each
other in the back is very encouraging and a
step towards a rule of law, but Third Point does
expect the LME battles to continue. LMEs
share many of the same dynamics that can
make bankruptcy investing attractive and this
has been and continues to be a significant area
of focus for the firm.
While spreads on higher quality credit were near
historic tights at year-end, ratings downgrades
and defaults continue to pressure stressed
leveraged loans, creating attractive entry points.
Dispersion is elevated, evidenced by 77% of the
leveraged loan index trading at least 100 basis
points outside of the index spread, approaching
previous cycle peaks of 83% in 2020 and 2016.
Additionally, 7% of the index trades below $80, up
50% over the last 12 months. Third Point expects
this stress to increase. Presently, approximately
5% of the leveraged loan index is CCC rated. J.P.
Morgan indicates that typically 20% of B- credits
get downgraded to CCC, and B- credits today
stand at very elevated levels, just under 20%.
If 20% of these loans are downgraded to CCC
that would represent a very large percentage
increase in CCC leveraged loans. If that happens,
CLO CCC thresholds will be pressured and Third
Point expects to act as a liquidity provider due to
anticipated forced selling.
Corporate Credit
Source: J.P. Morgan. Data as of December 31, 2025.
B3 CCC
Malibu Life Holdings Limited Annual Report 2025
19
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0%
2%
4%
6%
8%
10%
Rate
6
0
8
0
10
0
12
0
14
0
16
0
Index
1997 1999 2001 2003 2005 2007 2009 2011 2013 2015 2017 2019 2021 2023 2025
During 2025, Third Point saw relatively equal
portfolio contribution from both the residential
mortgage and consumer asset-backed
exposure. Despite the one week of heightened
volatility during April’s Liberation Day and its
aftermath, credit spreads tightened over the
year, and we saw the first interest rate cuts
in four years.
Residential mortgages – in particular, those
that are seasoned and with lower balances
– remained resilient in 2025. Third Point has
historically had a core position in first-lien,
owner-occupied residential mortgages, with
a focus on reperforming loans with over 18
years of seasoning and an average balance
of around $150,000. When macro volatility
emerged in both April and November this year,
these assets remained well-bid as investors
wanted fixed rate exposure secured by hard
assets in a declining rate environment.
Figure 4: Residential Mortgages: Constructive Policy
HOUSING AFFORDABILITY IS AT ALL TIME LOWS WHILE RATES REMAIN ELEVATED
Structured Credit
Housing affordability in the United States is at
an all-time low, particularly driven by pandemic-
era purchases from 2021 and 2022 which
drove house prices up substantially. Adding
to that concern is the fact that the 30-year
mortgage rate is still hovering around 6%.
The Trump administration is clear about its
desire to see interest rates and mortgage
rates lower, which Third Point believes will help
continue to stoke demand for legacy exposure
that it already owns. The firm typically owns
residential mortgage loans around a $90
price, so elevated refinancing activity at par is
beneficial to the portfolio. In the new year, Third
Point anticipates further monetisation of its
residential mortgage investments via loan sales
and refinancing via securitisation, as monetary
policy continues to evolve and creates a
potential tailwind for these assets.
This market commentary reflects Third Point’s views as of the date shown. References to dislocation, spreads or pricing trends are for illustrative purposes and are not guarantees
of investment opportunity for Master Fund performance. Projections and forward-looking statements are not reliable indicators of future events, and no guarantee or assurance that
such activities will occur as expected or at all. Sources: FreddieMac and Goldman Sachs Global Investment Research (chart). Data as of December 31, 2025.
GS Housing Affordability Index
30-Year Mortgage Rate
THREE RECENT HOUSING
POLICY THEMES TO DRIVE
RATES LOWER
1. New FOMC Chair in May
2026 could push for further
rate cuts
2. President’s announcement
of $200 billion mortgage
purchases by the GSEs can
drive mortgage rates lower
3. Restricting institutional
purchases of single-family
rentals should address
affordability issues
Third Point analysis
20
Malibu Life Holdings Limited Annual Report 2025Malibu Life Holdings Limited Annual Report 2025
20
Third Point Credit Overview
and Malibu Life Asset Management
Malibu Life leverages the full resources of Third Point’s asset management
platform, which has a 30-plus year track record managing credit, as well
as extensive experience launching, investing in and managing capital for
insurance companies and other longer duration liabilities.
Figure 1: Third Point Evolution
INVESTMENT MANAGER’S REPORT CONTINUED
Founded by Daniel S. Loeb in 1995, Third Point
invests globally across the capital structure
and in diversified asset classes to optimise
risk-reward throughout a market cycle. Third
Point has a long history of investing in various
credit strategies in the Master Fund, including
structured, performing and distressed credit,
and also offers dedicated credit fund offerings.
The firm has continued to evolve and enhance
its credit capabilities. In 2023, it hired a tenured
team from New York Life Investments to
build a private credit platform. And in 2025 it
acquired Birch Grove LP (formerly known as
AS Birch Grove LP), a diversified alternative
credit fund manager with strategies including
collateralised loan obligations, opportunistic
private credit solutions, multi-strategy credit,
senior loans and high-yield bonds. As a result
of this growth, Third Point now has $24.1 billion
in assets under management, $17.7 billion of
which is invested in credit, and more than 150
total employees, more than 40 of which are
dedicated credit specialists.
JUNE 2020
Launch of dedicated
Structured Credit strategy
JANUARY 2021
Third Point Reinsurance
merges with Sirius Group
to form SiriusPoint, a
publicly-listed reinsurer
with an investment
partnership with Third
Point LLC
SEPTEMBER 2023
Team from New York
Life joins Third Point to
build out and lead the
Private Credit platform
MAY 2024
Launch of Malibu Life
Reinsurance with a
reinsurance flow agreement
for $3 billion over 3 years
SEPTEMBER 2024
Launch of dedicated
opportunistic
Corporate Credit
strategy
JUNE 1995
Daniel S. Loeb launches Third
Point as a credit fund, subsequently
adding equity investments
JULY 2007
Launch of Third Point Investors
Limited, a Guernsey-based,
publicly-listed closed-end fund
2009
Launch of Structured Credit
within Third Point’s flagship
investment strategy
JANUARY 2012
Launch of Third Point
Reinsurance
MARCH 2025
Acquisition of Birch Grove,
a leading CLO franchise
with complementary private
and liquid credit strategies
AUGUST 2025
Launch of Private Credit
strategy – Insurance Solutions
Fund (Rated Feeder Fund)
Third Point Investors Limited
shareholders approved
acquisition of Malibu Life
Reinsurance
Q2 2026
Third Point Private
Credit BDC launched
21
Financial Statements Additional InformationGovernance ReportStrategic Report
33%
6%
9%
14%
1%
3%
7%
9%
14%
1%
1%
C
o
r
p
o
r
a
t
e
s
O
r
i
g
i
n
a
t
i
o
n
s
C
a
s
h
A
l
t
e
r
n
a
t
i
v
e
s
S
t
r
u
c
t
u
r
e
d
Malibu Life believes that the ability to leverage
Third Point’s multi-asset credit experience with
differentiated capabilities across the liquidity
spectrum will enable the Company to generate
consistent, optimised, risk-adjusted, spread-
based returns. Malibu Life believes that its
strategic partnership with Third Point provides it
with the key ingredients for success in insurance
asset management:
• integrated business collaboration and
comprehension to design investment
program around liability profile;
• internal structuring ability to create assets
with the appropriate risk, rating and duration
profile across the credit platform;
• deep multi-asset credit expertise to construct
diversified and resilient portfolios;
• structured credit and private credit sourcing
capabilities to originate excess spread;
• process-driven approach to portfolio
construction, tactical positioning and risk
management; and
• sophisticated infrastructure to monitor
portfolio, manage accounting and maintain
guidelines.
Third Point utilises a liability-driven framework to
construct the Malibu Life investment portfolio,
predicated on the following principles:
• optimise yield per unit of risk-based capital
(“RBC”);
• bottoms up portfolio construction not
anchored to other approaches (i.e. 5-10%
in private equity);
• cash flow match best estimate liabilities as
closely as possible with a plan for anticipated
reinvestment/disinvestment risk;
• achieve incremental spread through illiquidity
or complexity premium (as opposed to
credit risk);
• stress test the portfolio to measure potential
credit losses or ratings migration under
various scenarios; and
• create diversified exposures to underlying risk
factors in each asset class.
Malibu Life’s target asset class mix is in line with
that of other US life and annuity companies and
is focused on high-quality fixed-income with
a typical credit rating of BBB+, with a smaller
allocation to High-Yield/Alternatives. The current
mix is reflective of a relatively nascent portfolio
that is being optimised as it ramps up.
There are several areas where we intend
to continue to scale in order to generate
incremental yield while taking advantage
of Third Point’s sourcing capabilities. These
include building our Originations portfolio,
rebalancing into Private Investment-Grade
Corporate from Public Investment-Grade
Figure 2: Third Point Credit Overview
Asset Management
Data provided as of March 31, 2026 unless otherwise specified. Third Point believes the above describes its
approach and implementation of its credit investment capabilities. However, no guarantee or assurance is given
that such activities will occur as expected or at all. The implementation methodology is subject to change without
notice in the discretion of Third Point and is not a guarantee of future implementation or performance. No assurance
of profit or protection against market loss is provided.
$4.0bn
Investment-
Grade
$2.3bn
Opportunistic
Liquid Credit
$7.6bn
CLOs
$2.5bn
Asset-Backed
Finance
$1.3bn
Private Credit
Credit AUM
$17.7bn
Investment Professionals
42
Issuers Covered
1,400+
A growing credit platform with capabilities spanning the entire capital structure
Investing across various strategies, funds and insurance and liability management
Current Reinsurance Portfolio
as of December 31, 2025
Figure 3: Current Asset
Allocation Overview
Key
Corporates
IG Corporate – Public
IG Corporate – Private
Structured
CLO
ABS
RMBS
CMBS
Originations
Mortgages
Private Credit
Cash
Alternatives
High Yield
Alternatives
1 Originations include residential whole loans,
commercial mortgage loans, residential whole
loans, asset-backed securities and direct
lending.
Malibu Life Holdings Limited Annual Report 2025
Third Point has invested heavily in growing its credit platform
22
0
10
20
30
40
50
60
INVESTMENT MANAGER’S REPORT CONTINUED
Asset Management
Figure 4: Why Allocate to Mortgages?
Strong Fundamentals
Limited housing supply is supporting
home values, driving home equity growth
while mortgage growth remains in check
MORTGAGE DEBT OUTSTANDING
& HOMEOWNERS’ EQUITY
Customisable Pools
Mortgage pools can be customised
to complement RMBS exposures to
enhance asset-liability management
CUSTOMISABLE POOLS
2007Q2
2010Q2
2013Q2
2016Q2
2019Q2
2022Q2
2025Q2
2004Q2
2001Q2
Key
Household Real Estate
Outstanding Mortgage Debt
Homeowners’ Equity
Geography Term
Property Types Loan Sizes
FICO Scores LTV
Asset Class Collateral Type
Seasoned
GNMA EBO,
Reperforming
New Origination
Jumbo, Non-QM, SFR,
RTL, Homebuilder
Malibu Life Holdings Limited Annual Report 2025
Corporate, and continuing to build our
Alternatives bucket which can be between
5-10%.
The Originations portfolio, while encompassing
a variety of direct loans, will lean heavily into
Third Point’s experience investing in residential
mortgages. Third Point has historically had a
core allocation in residential mortgages and
RMBS given the relatively higher spread per unit
of risk, the large opportunity set in terms of the
size of the market, the presence of hard assets
collateralising the debt and increased liquidity
in the secondary markets since the pandemic.
In the current environment, a relatively tight
housing market in the US has supported home
price appreciation and home equity while limiting
mortgage supply, increasing the attractiveness
of the asset class. Sourcing and structuring
are keys to success in this market and Third
Point believes it has the scale, networks and
experience to drive differentiated returns.
Residential mortgage exposure leverages
Third Point’s extensive track record in the asset
While the majority of the portfolio is comprised
of investment grade rated securities, the
Alternatives allocation enables us to leverage
Third Point’s market leadership and network
in higher returning equity profiles. With Third
Point CEO/CIO Daniel Loeb’s extensive
sourcing abilities, Malibu Life can lean on highly
sought-after private equity and first loss debt
class, sourcing assets from multiple mortgage
originators. Given current amortisation and
risk-adjusted loss analysis, residential mortgages
provide a spread pickup to corporate credit.
In a forward flow program, Malibu Life can
invest current weekly flow into residential
mortgages, reducing cash drag and improving
overall returns. With TruSpire, an onshore entity,
residential mortgages and RMBS are both
eligible for financing at the Federal Home Loan
Bank, which will increase total portfolio returns.
investments that have the potential to generate
higher overall returns for the portfolio, including
privately placed venture equity investments,
private equity funds, and equity-like debt profiles
from credit products.
Malibu Life possesses a diversification benefit
across investment grade corporate credit. With
private investment grade corporate credit,
Malibu Life can pick up 25-75 basis points of
spread above public investment grade corporate
credit without assuming additional credit or
duration risk. These credits are structured with
contractual cashflows that improve overall
returns and duration profiles.
Haver, Nomura (left chart), data as of June 30, 2025; Barclays Research (middle chart), data as of December 31, 2025; Federal Reserve Bank of St. Louis (right chart),
data as of December 31, 2024.
Large Opportunity Set
Differentiated loan types in
both public and private markets
PUBLIC – STRUCTURED CREDIT
PRIVATE – WHOLE LOANS
Agency RMBS
$9.0tn
Private Label RMBS
$574bn
CMBS
$1.8tn
ABS
$828bn
CLO
$1.1tn
Residential Loans
$3.0tn
CRE Loans
$3.0tn
Auto Loans
$500bn
Consumer Loans
$1.1tn
Malibu Life Holdings Limited Annual Report 2025
23
Financial Statements Additional InformationGovernance ReportStrategic Report
Business Review
Financial Review
BUSINESS AND FINANCIAL REVIEW
Business and Financial Review
Following the merger, the Group consolidated
an existing reinsurance platform with an
established flow treaty, providing immediate
exposure to annuity liabilities and recurring
premium generation. The liability portfolio is
concentrated in fixed annuity products, offering
predictable, long-duration cash flows with limited
underwriting volatility and strong alignment
to asset-driven returns.
Liability cash flows performed broadly in line
with expectations.
The year ended December 31, 2025 was one
of change for Malibu Life Holdings Limited. On
September 12, 2025, the Company completed
its merger with Malibu Life Reinsurance SPC,
transitioning from an investment company
to a reinsurance operating holding company.
Book value per share increased 4.5% during
the year, from $31.91 to $33.33, inclusive of
$27 million of non-recurring acquisition-related
costs. Total comprehensive income was $24
million, comprising net income of $21 million
and other comprehensive income of $2 million.
The Group’s results reflect contributions from
both the Company’s continuing investment in
the Master Fund, which generated $48 million
of investment income across the year, and
the newly consolidated insurance operations
of Malibu, which contributed $48.0 million of
Assets were deployed into high-quality credit
in line with the Group’s investment strategy.
Portfolio construction progressed toward
target asset allocation and duration profile
Disciplined asset-liability management
supported alignment between assets
and liabilities.
The operating model remained efficient, with a
largely variable cost structure.
revenue and $10 million of net income from the
Acquisition Date.
The Company’s investment in the Master Fund
remains the largest component of the balance
sheet, representing approximately 80% of
common equity. Capital was progressively
redeployed during the year to fund the
Redemption Offer and seed the insurance
platform, reducing the carrying value from
$549 million to $442 million. In parallel, Malibu
Life Re’s reinsurance operations generated $889
million of annuity premiums under the existing
flow treaty, bringing cumulative premiums to
approximately $1.4 billion since inception. Assets
supporting reinsurance liabilities were deployed
into high-quality credit and are held primarily
within funds withheld accounts totalling
Continued development of infrastructure to
support future scaling of the platform.
In parallel, the Group advanced the build-out of
its direct origination capabilities, including the
pending acquisition of TruSpire, positioning the
platform to scale and enabling greater flexibility
in capital deployment across channels as market
conditions evolve.
$1.4 billion at year-end. Liability cash flows
performed in line with expectations, reinforcing
the predictability and viability of the Group’s
spread-based model.
Looking ahead, the Group enters 2026 with a
clear growth trajectory. The existing reinsurance
treaty is expected to reach approximately
$3 billion of cumulative premiums by end of
2028, and the pending acquisition of TruSpire
Retirement Insurance Company is expected
to provide direct origination capabilities in the
US retail annuity market. Capital will continue
to be redeployed from the Master Fund into
insurance transactions on a deliberate basis as
opportunities meeting the Group’s mid-teens
return on equity target are identified.
24
Malibu Life Holdings Limited Annual Report 2025
STAKEHOLDER ENGAGEMENT
Stakeholder Engagement
and Considerations
As a company incorporated in the Cayman Islands, Section 172 of the Companies
Act of 2006 (“UK Companies Act”) does not apply to the Company. Nonetheless,
Provision 5 of the UK Corporate Governance Code provides that the Board should
describe how stakeholder views and the matters set out in Section 172 of the UK
Companies Act have been considered in board discussions and decision making
and how they understand the views of key stakeholders.
Section 172 of the UK Companies Act states that: A director of a company must act
in the way he or she considers, in good faith, would be most likely to promote the
success of the Company for the benefit of its members as a whole, and in doing so
have regard (amongst other matters) to the following:
The likely consequences of any decision
in the long term.
In managing the Company, the aim of the Board and Executive Management is to ensure
the long-term sustainable success of the Company and, therefore, the likely long-term consequences
of any decision are a key consideration.
The interests of the Company’s
employees.
Following the acquisition of Malibu Life Re in September 2025, the Company has been actively
building its operational team to support the growth of its reinsurance platform. The Board recognises
that attracting and retaining talented individuals is critical to executing the Company’s strategy and
delivering long-term value. The Company is committed to fostering a supportive, collaborative and
entrepreneurial culture where employees are empowered to contribute to the business’s development.
Competitive compensation arrangements, professional development opportunities and an open and
inclusive working environment are central to this approach. The Company has also appointed Dimitri
Gouldandris (Chair of the Board of Directors) as the designated Director for Workplace Engagement
to represent the workforce at the Board level. The Board’s approach to workplace engagement is
described under “Stakeholders” on the following pages.
The need to foster the Company’s
business relationships with suppliers,
customers and others.
The Board’s approach is described under “Stakeholders” on the following pages.
The impact of the Company’s operations
on the community and the environment.
The Board’s approach to the environment is described under the TCFD report on the following pages.
The desirability of the Company
maintaining a reputation for high
standards of business conduct.
The Board’s approach is described under “Culture and Values” on the following pages.
The need to act fairly as between
members of the Company.
The Board’s approach is described under “Stakeholders” on the following pages.
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Culture and Values
The Directors’ overarching duty is to promote
the success of the Company for the benefit of
its shareholders, while also considering the
interests of broader stakeholders, including
employees, policyholders, reinsurance
counterparties and regulators. Following
the transformational acquisition of Malibu
on September 12, 2025, the Company has
transitioned from an externally managed
investment company into an operating
reinsurance Company with direct commercial
and regulatory responsibilities.
In line with this new strategic direction,
the Board applies a range of policies and
practices to ensure that its culture supports the
Company’s long-term objectives. The Directors
are committed to fostering a supportive, ethical
and high-performing business environment,
with a culture that encourages transparency,
accountability and constructive challenge.
The Company’s reinsurance and investment
approach is described in detail in the Strategic
Report. The Company’s culture and values
continue to evolve following its transition and
given the fact that, prior to the transition, it
had no employees. The Board aims to achieve
a supportive and entrepreneurial business
culture and will seek to embed that culture as
the business scales and the team grows, with
appropriate monitoring reflecting the nature
and maturity of the organisation.
The Company maintains a comprehensive set
of policies and procedures to support a culture
of strong corporate governance. These include
policies on diversity and inclusion, anti-bribery
and corruption (including the acceptance
of gifts and hospitality), prevention of tax
evasion, conflicts of interest and dealings in the
Company’s securities. Compliance with these
policies is regularly assessed and monitored
through Board meetings and the annual
evaluation process.
The Board seeks to appoint and retain service
providers that are best suited to meet the
needs of the Company and evaluates their
performance on an ongoing basis. It also
considers the culture of key partners –
including the Investment Manager and other
service providers – through regular reporting,
presentations and ad hoc engagement.
Cost control remains a key priority for the
Board, as part of its commitment to delivering
value and enhancing long-term returns for
shareholders. The Directors also consider
the wider impact of the Company’s operations
on the community and the environment. The
Board, together with Malibu’s management
team, continues to develop and oversee
the Company’s Environmental, Social and
Governance (ESG) practices in line with
its evolving strategy and regulatory
responsibilities.
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Malibu Life Holdings Limited Annual Report 2025
STAKEHOLDER ENGAGEMENT CONTINUED
The Board has identified its key stakeholders and how the Company engages with them in the table below:
Stakeholder Key Considerations Engagement
Shareholders The Company’s shareholders are, in effect, both
its owners and its customers, seeking investment
returns from the Company. A well-informed and
supportive shareholder base is crucial to the long-
term sustainability of the Company. Understanding
the views and priorities of shareholders is, therefore,
fundamental to retaining their continued support.
In considering creating value for shareholders, the
Board and Management’s key considerations are:
• cost of liabilities, asset yields, net spread and
the associated return on equity;
• the responsible pursuit of growth via additional
reinsurance treaties and direct origination; and
• control of costs.
The Board welcomes shareholders’ views and places great importance
on communication with its shareholders. The Board receives regular
reports on the views of shareholders, and the CEO, Chairman and other
Directors are available to meet shareholders. Shareholders who wish
to communicate with the Board should, in the first instance, contact
the IR team and/or the Corporate Broker, whose contact details can
be found on the Company’s website (www.malibulifeinsurance.com).
The Annual General Meeting (“AGM”) of the Company provides a forum
for shareholders to meet and discuss issues with the Directors of the
Company. The Board receives regular reports from Third Point and also
independent reports from Jefferies (the “Corporate Broker”) on relations
with and any views expressed by shareholders.
Employees The Company continues to build its in-house
functional leadership as the Company scales.
Rewarding and incentivising this team is an
important part of the Company’s growth, and
the Company strives to create a culture of
communication that integrates employees’
views into its planning and goals.
While the Company aims to create an environment where employee
views are shared openly and continuously, it has also created a formal
channel for these views to be shared. The Company appointed Dimitri
Goulandris (Chair of the Board of Directors) as the designated Director of
Workplace Engagement, who serves as a conduit between the Board and
the workforce, ensuring employee views are appropriately represented.
The Director of Workplace Engagement will provide periodic reports to the
Board summarising workforce sentiment, key concerns, emerging themes
and any relevant recommendations.
Investment
Manager
Management of the Company’s investment program
is delegated to the Investment Manager with proper
oversight from the Board. Investment performance is
crucial to the long-term success of the Company.
The Board engages in regular, open and close communication with the
Investment Manager. It reviews in detail the overall performance of the
Company and its underlying investments. The relationship with and
performance of the Investment Manager is monitored and reviewed
by the Asset Liability Management Committee.
Reinsurance
counterparties
A symbiotic relationship between Malibu and
its reinsurance partners is an integral part of the
Company’s business model.
Malibu is in regular contact with its current reinsurance partner in order
to share intelligence and pursue mutually beneficial outcomes. The Board
and Executive Management expect similar relationships to be established
as more reinsurance treaties are consummated in the coming years.
Regulators The Company operates within a complex multi-
jurisdictional regulatory framework, being subject
to oversight by the Cayman Islands Monetary
Authority (“CIMA”), as its prudential regulator
and the Financial Conduct Authority (“FCA”) in
respect of its UK listing obligations.
The Directors recognise that maintaining open, transparent and
constructive relationships with each of these regulators is fundamental
to the long-term success of the Company. During the year, the Board
engaged with its regulators on matters including those relating to the
acquisition, the conversion/redomicile and ensured that all material
regulatory submissions and disclosures were made on a timely basis.
Administrator
and Corporate
Secretary
and other
key service
providers
The Administrator and Corporate Secretary are
key to the effective running of the Company.
The Company has a number of other key service
providers, each of which provides an important
service to the Company and ultimately to its
shareholders.
The Administrator and Corporate Secretary attend Board meetings.
The Asset Liability Management Committee undertakes an annual review
of the key service providers, encompassing performance, level of service
and cost. Each provider is an established business and each is required
to have in place suitable policies to ensure they maintain high standards
of business conduct, treat customers fairly and employ corporate
governance best practices.
All bills and expense claims from suppliers are paid in full,
on time and in compliance with the relevant contracts.
Stakeholders
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TCFD
Our Approach
Task Force on Climate-Related
Financial Disclosures
Malibu’s approach to climate is focused on the
identification, assessment, and management
of climate-related risks and opportunities within
its investment and reinsurance activities.
Given the nature of the business, climate
considerations are primarily addressed
through portfolio oversight, risk management
processes, and governance frameworks.
The Company integrates climate
considerations into its enterprise risk
management, investment decision-making,
and Board oversight, supported by the use
of portfolio-level metrics, scenario-based
insights, and qualitative assessments. This
enables Malibu to evaluate potential impacts
on asset values, capital adequacy, and long-
term financial resilience.
Malibu adopts a phased and adaptive
approach, with a focus on building a strong
foundation for climate risk management while
enhancing its capabilities over time in line
with evolving data, methodologies, and
market practices.
Malibu Life Holdings Limited has included
climate-related financial disclosures in this
Annual Report that are consistent with
the recommendations and recommended
disclosures of the Task Force on Climate-
related Financial Disclosures (TCFD),
taking into account the TCFD Guidance
for All Sectors, and in compliance with
the applicable listing rules.
The Company has not established formal
climate-related targets or quantitative
performance metrics (as contemplated
under TCFD Recommended Disclosure
4(c)), reflecting its limited operating history
following admission and evolving data
availability, which do not yet support
robust target setting. As the Company’s
insurance platform scales and its climate
data capabilities mature, the Board intends
to develop quantitative climate-related
targets and performance metrics on a
phased basis. Progress towards this
objective will be kept under review as
part of the Company’s broader enterprise
risk management framework.
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TCFD CONTINUED
Governance
1(a) Board Oversight of Climate-
Related Issues
• The Board exercises formal oversight of
climate-related risks and opportunities
through the Audit and Risk Committee, as
part of its broader oversight of enterprise risk,
capital adequacy, and long-term resilience.
• Climate-related matters are reviewed
quarterly by the Audit and Risk Committee,
with the ability to escalate emerging or
material issues to the full Board as needed.
• The Audit and Risk Committee is the
primary Board committee responsible for
reviewing climate-related issues, including
transition, physical, and liability risks.
• Climate-related risks and opportunities are
considered within corporate strategy and
business planning, particularly in relation to
investment strategy, reinsurance exposures,
and long-term objectives.
• Climate considerations are integrated into
Board-level decisions on risk management,
capital allocation, and major business
matters, alongside other material financial
and non-financial risks.
• The Board monitors progress through
regular management reporting, including
updates on climate-related risk indicators,
portfolio exposures, and mitigation actions.
• The Board oversees management’s
implementation of climate-related strategies
and reviews performance against agreed
objectives through ongoing committee
oversight and escalation processes.
1(b) Management’s Role in Climate-
Related Issues
• Overall accountability for climate-related
risks and opportunities sits with the Chief
Executive Officer (CEO), who is responsible
for setting the tone for climate integration
and ensuring alignment with strategy and
risk appetite.
• The Chief Risk Officer (CRO) Gary
Dombowsky integrates climate-related
risks into the enterprise risk management
framework, including risk identification,
assessment, and escalation of material
issues.
• The Portfolio Manager (PM) Shalini Sriram
incorporates climate-related considerations
into investment strategy, portfolio
construction, and exposure monitoring.
• The Chief Financial Officer (CFO)
supports the integration of climate-related
considerations into financial planning,
capital assessments, and disclosures,
where relevant.
• Management receives information on
climate-related issues through internal risk
assessments, portfolio reviews, and relevant
external inputs, which inform internal
reporting and decision-making.
• Climate-related matters are monitored on
an ongoing basis, with clear escalation
processes in place to ensure material
risks are communicated to the Board
in a timely manner.
• Management oversees the implementation
of climate-related actions and ensures
consistency with Board-approved strategy,
risk appetite, and governance processes.
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Strategy
(2a) Climate-Related Risks and Opportunities
Time
Horizon
Primary Risk
Types Considered
Identified
Risks
Identified
Opportunities
Short-term
(0–3 years)
• Transition risk
• Market and regulatory developments
• Reputational and litigation
considerations
• Increased compliance and reporting
costs related to evolving climate
disclosure expectations
• Short-term market volatility affecting
asset valuations in climate-sensitive
sectors
• Operational and governance costs
associated with embedding climate
risk into existing risk frameworks
• Improved transparency and
governance may enhance stakeholder
confidence
• Enhanced risk monitoring may support
more informed investment and capital-
allocation decisions
• Early alignment with emerging
disclosure standards may reduce
future compliance friction
Medium-term
(3–10 years)
• Transition risk
• Physical risk (chronic)
• Credit and market risk transmission
• Potential repricing of assets in
higher-emission or climate-exposed
industries
• Increased credit risk for issuers
exposed to transition pressures or
physical hazards
• Heightened variability in investment
returns driven by policy, technology,
and market shifts
• Portfolio rebalancing toward more
resilient or lower-emission sectors
may improve risk-adjusted returns
• Integration of climate metrics may
enhance long-term portfolio resilience
• Improved data availability may support
more refined risk selection and
underwriting assumptions
Long-term
(10+ years)
• Physical risk (acute and chronic)
• Structural transition risk
• Strategic and capital risk
• Structural changes in asset values
driven by climate impacts on economic
activity
• Concentration risk in regions or
sectors exposed to sustained physical
hazards
• Potential impacts on long-term capital
adequacy and investment strategy
assumptions
• Long-term positioning in climate-
resilient assets may support sustained
value creation
• Strategic flexibility may allow
adaptation to changing market and
regulatory environments
• Alignment with long-term climate
trends may reduce downside risk and
volatility over extended horizons
• Climate-related risks and opportunities
are assessed across short-, medium-, and
long-term time horizons, aligned with the
organisation’s business planning cycles and
the duration of investment and reinsurance
exposures.
− Short term reflects near-term business
and financial planning considerations.
− Medium term reflects strategic and
regulatory transition developments.
− Long term reflects longer-dated asset
exposures and structural climate trends.
• Key climate-related risks are identified
for each time horizon, including transition
risks (such as regulatory change, market
repricing, technological shifts, and evolving
stakeholder expectations) and physical risks
(including acute climate events and longer-
term climate trends affecting asset values
and counterparties).
• Climate-related opportunities, where
applicable, are considered primarily
in the context of portfolio positioning,
diversification, and long-term resilience,
rather than new product or business line
development at this stage.
• The potential financial impacts of
climate-related risks and opportunities
are considered qualitatively across
time horizons, with a focus on potential
effects on asset values, capital adequacy,
liquidity, and solvency, rather than precise
quantitative estimates at this stage.
• Climate-related risks and opportunities are
identified and assessed through existing
enterprise risk management and investment
risk processes, including portfolio reviews
and management judgment, with materiality
evaluated based on potential financial
relevance to the organisation.
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TCFD CONTINUED
(2b) Impact on Business Strategy, and Financial Planning
Disclosure
Short-term
(0–3 years)
Medium-term
(3–10 years)
Long-term
(10+ years)
Impact on core
business model
Limited direct impact on annuity
insurance liabilities; climate
considerations primarily affect
investment governance and
risk monitoring.
Climate factors increasingly
considered in long-term
asset selection supporting
annuity liabilities.
Structural climate trends may
influence long-term investment
assumptions supporting annuity
obligations.
Impact on products and
services and value chain
Annuity product design and pricing
not materially affected; indirect
exposure monitored through asset
managers and service providers.
Potential incorporation of climate
considerations into asset sourcing
and counterparty evaluation.
Long-term evolution of investment-
backed products may reflect market-
wide climate transition trends.
Impact on operations
(processes and locations)
Minimal operational exposure
given limited physical footprint;
focus on governance, disclosures,
and controls.
Gradual enhancement of internal
processes to reflect climate-related
risk oversight.
Long-term operational practices
may evolve to align with regulatory
and industry climate expectations.
Impact on financial
position
Asset valuation volatility; liabilities
largely stable given long-duration
profile.
Gradual asset repricing and
credit impacts; liabilities remain
predictable with limited direct
climate sensitivity.
Structural shifts in asset values
and portfolio composition;
liabilities remain long-dated, with
overall position driven by asset
performance and capital adequacy.
Impact on financial
performance
Potential volatility in investment
income driven by asset value
fluctuations.
Performance influenced by credit
quality, asset repricing, and sector-
level transition dynamics.
Investment returns shaped by
persistent physical and transition-
related climate factors.
Adaptation and
mitigation actions
Initial monitoring, qualitative
assessment, and governance-level
actions.
Progressive refinement of
investment risk management and
portfolio diversification.
Strategic positioning to support
long-duration liabilities under
evolving climate conditions.
Integration into
financial planning
Climate considerations incorporated
qualitatively into investment planning
and risk discussions.
Increasing alignment of climate
insights with asset-liability
management and planning horizons.
Climate factors considered within
long-term capital and liability
management frameworks.
Role of scenario analysis High-level qualitative scenario
considerations used to inform
understanding of potential long-term
climate pathways.
Qualitative scenario insights
increasingly referenced in strategic
investment discussions.
Qualitative scenario analysis informs
assessment of long-term resilience
of annuity-backed investment
portfolios.
Transition commitments
or plans
No product-level transition
commitments; monitoring
of regulatory and market
developments.
Evaluation of potential alignment
approaches as industry standards
mature.
Long-term positioning aligned
with broader insurance and asset-
management transition trends,
as appropriate.
Climate-related products
and capabilities
No climate-specific annuity products
or underwriting capabilities; focus
remains on investment analysis.
Exploration of enhanced climate-risk
analytics for invested assets.
Potential integration of advanced
climate analytics into long-term
investment decision-making.
Strategy (continued)
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Climate-related risks and opportunities
are prioritised based on qualitative
assessments of financial relevance,
taking into account factors such as
severity of potential impact, likelihood of
occurrence, time horizon, and interaction
with other principal risks, including
credit, market, and liquidity risks. This
prioritisation is conducted within the
organisation’s enterprise risk management
framework, ensuring that climate-related
considerations are evaluated consistently
alongside other material risks.
To support strategic and financial planning,
Malibu has considered a range of climate-
related scenarios reflecting different
transition pathways and associated
physical risk outcomes:
• 1.5°C – Rapid Net-Zero Transition
Assumes an accelerated transition to
a low-carbon economy, with near-
term policy tightening and market
adjustments leading to potential short-
term volatility in asset values, followed
by longer-term stabilisation.
• 2°C – Managed/Orderly Transition
Assumes a more gradual and
coordinated transition, with progressive
policy implementation and market
repricing, resulting in moderate impacts
on asset valuations and credit quality
over time.
• 3°C – Delayed/Disorderly Transition
Assumes delayed policy action and a
more abrupt transition later, leading to
heightened long-term risks, including
increased physical climate impacts and
more pronounced market dislocations.
These scenarios are used to inform
qualitative assessments of portfolio
resilience, investment strategy, and capital
planning considerations, rather than to
produce precise quantitative forecasts at
this stage.
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TCFD CONTINUED
(2c) Resilience of the Organisation’s Strategy
Assessment area
1.5°C – Rapid
Net-Zero Transition
2°C – Managed/
Orderly Transition
3°C – Delayed/
Disorderly Transition
Where strategy
may be affected
Near-term market volatility and
sector re-pricing driven by rapid
policy and technology shifts.
Gradual changes to asset values and
sector exposures over time.
Longer-term impacts from abrupt
transition and elevated physical
risks.
How strategy may respond Focus on liquidity, diversification,
and risk limits to manage near-term
transition shocks.
Incremental portfolio adjustments
aligned with evolving transition
pathways.
Emphasis on balance-sheet
resilience and asset quality
under higher uncertainty.
Impact on financial
performance
No direct impact on annuity
revenues expected; indirect effects
via investment returns and spreads.
Moderate influence on investment
performance over time.
Potential pressure on returns
from market disruption and higher
loss severity.
Impact on financial
position (assets and
liabilities)
Short-term asset volatility; annuity
liabilities expected to remain
largely stable.
Gradual asset value impacts;
liabilities remain long-dated and
predictable.
Higher risk of asset impairment;
liabilities largely insulated from
climate drivers.
Physical climate risk
exposure
Lower assumed physical risk due to
faster transition.
Physical risks emerge progressively
over the medium to long term.
Higher frequency and severity
of physical risks affecting assets
and operations.
Transition risk exposure Elevated near-term transition
risk from rapid policy and market
changes.
Transition risks materialise gradually
and are more manageable.
Transition risks crystallise later
but more abruptly.
Scenario assumptions
and limitations
Directional assessment; outcomes
sensitive to policy timing and market
response.
Assumes coordinated and orderly
policy implementation.
Higher uncertainty due to delayed
policy action and non-linear impacts.
Integration into risk
management and planning
Used to assess short-term market
resilience and governance readiness.
Informs medium-term strategic
planning and asset risk monitoring.
Supports long-term resilience and
capital adequacy considerations.
Market and Financial
Dynamics
Short-term volatility as capital
shifts rapidly toward green assets;
strong long-term performance in
sustainable sectors.
Moderate asset revaluation; gradual
shift in investor preferences and
capital flows.
Sharp market repricing; liquidity
stress in high-carbon and physically
exposed sectors.
Credit and Counterparty
Sensitivity
Short-term sectoral stress offset by
long-term portfolio resilience.
Mild credit differentiation across
sectors; limited systemic impact.
Broad credit deterioration,
counterparty downgrades, and
collateral stress.
Operational Implications Increased compliance and
disclosure requirements;
opportunities for leadership
in sustainable finance.
Steady integration of climate
considerations into ERM and
governance.
Heightened focus on business
continuity and vendor resilience.
Capital and Liquidity
Dynamics
Stable long-term solvency due to
early adaptation; minor short-term
spread volatility.
Manageable capital strain; gradual
rebalancing within solvency
parameters.
Periodic solvency pressure and
liquidity tightening during transition
shocks.
Resilience of
Malibu’s Strategy
Strong – diversified investment base
and conservative leverage provide
stability under rapid transition;
strategic upside in sustainability
positioning
Strong– framework withstands
policy and market shifts with
limited adjustment needs; ongoing
adaptation of ERM and reporting
structures
Cautious – strategy remains viable
but would require enhanced liquidity
management, dynamic capital
planning, and proactive governance
response to preserve stability
Strategy (continued)
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Risk Management
(3a) Risk identification and
assessment process
• Climate-related risks are identified as
part of Malibu’s broader enterprise risk
identification process, which considers
risks arising from the investment portfolio,
reinsurance arrangements, counterparties,
and regulatory environment. Climate risk is
not treated as a standalone exercise, but as
a cross-cutting risk driver within existing
risk categories.
• The assessment of climate-related risks is
embedded within Malibu’s Enterprise Risk
Management (ERM) framework, under the
oversight of the Chief Risk Officer, ensuring
that climate considerations are evaluated
using the same governance, materiality
thresholds, and escalation processes as
other principal risks.
• Climate-related risks are assessed in
conjunction with credit, market, liquidity,
and operational risks to determine their
relative significance, particularly in relation
to potential impacts on asset values, capital
adequacy, solvency, and counterparty
performance.
• Physical climate risks are considered
primarily through their potential impact on
asset values and counterparty resilience,
including exposure to acute weather-related
events and longer-term climatic trends
that may affect specific regions, sectors,
or asset classes within the investment and
reinsurance portfolios.
• Transition risks are assessed with reference
to emerging and existing regulatory and
policy developments, market repricing
dynamics, technological change, and
evolving stakeholder expectations, focusing
on how these factors may influence asset
valuations, credit quality, and long-term
portfolio performance.
• Liability and reputational risks related
to climate change are considered in
the context of counterparty conduct,
disclosure expectations, and potential
legal or reputational exposures arising
from perceived misalignment with evolving
climate-related standards.
• Climate-related risks are assessed across
relevant portfolio dimensions, including
geography, asset class, sector, and
reinsurance exposure, to identify potential
concentrations or sensitivities, recognising
current data limitations.
• Climate-related risk identification and
assessment occurs on an ongoing basis
through regular risk reviews, portfolio
monitoring, and management reporting,
with findings escalated through established
governance channels to senior management
and the Audit and Risk Committee.
(3b) Managing Climate-Related
Risks
• Identified climate-related risks are managed
through Malibu’s existing risk management
and governance processes, with climate
considerations incorporated into investment
oversight, capital management, and
counterparty monitoring rather than through
a standalone climate risk function.
• Climate-related risks are addressed using
a combination of risk response strategies,
including portfolio diversification, exposure
limits, risk transfer through reinsurance
structures, and acceptance of residual risks
where consistent with the organisation’s risk
appetite and capital objectives.
• Climate-related risks are prioritised based
on qualitative assessments of financial
relevance, taking into account potential
severity, likelihood, time horizon, and
interaction with other principal risks such
as credit, market, and liquidity risk.
• Management applies materiality
considerations and escalation thresholds
consistent with the enterprise risk
management framework to determine when
climate-related risks require management
action, enhanced monitoring, or escalation
to senior management or the Audit and
Risk Committee.
• Climate-related risk management is
supported by the use of existing analytical
tools and data sources used across the
organisation, including portfolio analytics,
counterparty assessments, and third-party
information, rather than bespoke climate-
specific models at this stage.
• Decisions relating to the management
of climate-related risks are subject to
established governance and approval
processes, with oversight by senior
management and escalation through
defined risk governance channels
where appropriate.
• When managing climate-related risks,
Malibu considers a range of climate-
related events and scenarios, including
the potential for increased frequency and
severity of weather-related events, with
scenario considerations used to inform
directional risk awareness and portfolio
resilience rather than precise quantitative
outcomes.
(3c) Integration Into Overall Risk
Management
• Climate-related risks are integrated into
Malibu’s enterprise risk management
framework and are considered alongside
other principal financial and operational risks,
rather than being managed through
a separate or standalone process.
• Climate-related risks are included in the
organisation’s risk register (or equivalent
risk inventory) and are reviewed as part of
regular risk identification, assessment, and
monitoring cycles.
• Climate considerations are embedded within
existing risk categories (including market,
credit, liquidity, operational, and strategic
risk), ensuring consistency in how risks
are identified, assessed, prioritised, and
escalated.
• The integration of climate-related risks into
ERM enables management to evaluate
interactions between climate risk and
other risk drivers, particularly in relation to
investment performance, capital adequacy,
and counterparty exposures.
• Climate-related risk insights inform investment
oversight, capital planning, and portfolio
monitoring, using the same governance
structures, reporting cycles, and approval
processes applied to other material risks.
• Oversight of climate-related risks is aligned
with existing risk governance and reporting
arrangements, with regular reporting to
senior management and the Audit and Risk
Committee as part of broader risk reviews.
• Climate-related risks are considered within the
organisation’s risk appetite and risk tolerance
framework, ensuring alignment between
climate risk management, capital objectives,
and overall risk-taking parameters.
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TCFD CONTINUED
(4a) Climate-Related Metrics
Portfolio Level Metrics
Metric Category Purpose/Insight Current or Planned Application Data Source/Methodology
Portfolio Carbon Intensity
(tCO₂e/$M invested)
Directional measure of financed
emissions per unit of exposure.
Calculated for corporates and
public equities using Bloomberg
ESG metrics.
Bloomberg Scope emissions.
Weighted-Average
ESG Score
Proxy for climate and sustainability
alignment across listed holdings.
Reported quarterly for equity and
corporate-bond portfolios.
MSCI ESG Ratings scaled for
subset of portfolio.
Sectoral Climate
Exposure Index
Identifies share of exposure to
high-carbon or transition-sensitive
sectors (energy, utilities, materials).
Used qualitatively for risk-appetite
monitoring.
Internal sector tagging.
Asset class metrics: As a reinsurance company, Malibu’s direct operational footprint is limited; its primary climate-related exposure arises through its
invested assets, which influence capital stability, earnings, and long-term solvency.
Asset Class
Portfolio
Weight Primary Climate Metric
Supplementary/In-
Development Metrics Purpose/Insight Data Source/Status
Equities and
Public Bonds
~63% Weighted-Average MSCI
ESG Score (A–CCC scale)
Carbon intensity
(tCO₂e/$M invested);
% of issuers with Net-Zero
commitments
Assess transition risk
and issuer-level climate
resilience
MSCI ESG Research;
quarterly aggregation
Mortgages ~3% FEMA Expected Annual
Loss (EAL) Score & Rating
(by state and hazard type)
Weighted-Average EAL
Value ($); Adjusted Loss
Ratio (ALR); hazard-
specific EAL indices (e.g.,
Flood, Wildfire, Hurricane)
Quantifies physical-risk
exposure by geography and
hazard; supports weighted
average physical-risk score
for mortgage assets
FEMA National Risk
Index (NRI); state-level
data mapped to loan
collateral
Structured
Credit*
~21% NA NA NA NA
Options, FX and
Private Assets*
~13% NA NA NA NA
* Climate-related metrics for structured credit, options, FX and private assets are not presented as industry-standard methodologies and third-party data for these asset classes are
still evolving. The Group will expand its climate metrics coverage as data availability and industry practices mature.
Metrics and Targets
Metrics measured (Calculation
method outlined under 4(b))
• GHG emissions (Scope 1, Scope 2, Scope 3)
• Energy consumption
• Exposure to physical climate risks (e.g.,
weather related catastrophe exposure)
• Expected annual losses (AAL) from climate
related catastrophes
• Financed emissions/portfolio emissions
(for investment book)
Note: Malibu Life Holdings Limited does not
currently disclose historical climate-related
metrics, as the organisation commenced
operations during FY25 and does not yet have
a sufficient track record to support meaningful
trend analysis. Initial metrics have been
established on a preliminary basis, and the
organisation expects to disclose comparable
historical data in future reporting periods as
data quality and consistency improve.
Malibu Life Holdings Limited Annual Report 2025
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(4b) Greenhouse Gas (GHG) Emissions
Metric Category Description of Metric Relevance to Risk Profile
Scope 1 emissions Scope 1 emissions represent direct GHG emissions from
Malibu’s owned or controlled operations. Given Malibu’s
limited operational footprint, Scope 1 emissions are
minimal and primarily relate to office-based activities.
Scope 1 emissions are not considered a material driver
of Malibu’s financial or balance sheet risk. They are
monitored primarily for completeness of reporting and
governance rather than risk mitigation purposes.
Scope 2 emissions Scope 2 emissions reflect indirect GHG emissions
from purchased electricity used in Malibu’s operations.
These emissions are calculated using location-based
grid emission factors applicable to the jurisdictions in
which Malibu operates.
Scope 2 emissions are immaterial to Malibu’s overall risk
profile due to the small scale of operations. However,
they provide transparency into operational exposure
to energy-related transition risks, such as changes in
electricity pricing or regulation.
Scope 3 – Category 6
(Business travel)
Scope 3 Category 6 emissions capture emissions
associated with employee business travel. Given
Malibu’s lean operating model, this category reflects
limited travel-related activity.
Business travel emissions are not financially material
and do not represent a meaningful climate-related risk.
They are disclosed to ensure completeness of Scope 3
reporting and alignment with TCFD expectations.
Scope 3 – Category 15
(Financed/investment-
related emissions)
Scope 3 Category 15 emissions represent emissions
associated with Malibu’s investment portfolio and
financed activities, calculated using available portfolio
data and third-party methodologies where applicable.
Financed emissions are the most relevant emissions
metric for Malibu’s climate risk profile. They provide insight
into transition risk exposure across sectors, geographies,
and counterparties, which may affect asset valuations,
credit risk, and long-term investment performance.
Insurance-associated
emissions (where
applicable)
Insurance-associated emissions relate to emissions
linked to insured activities rather than owned or financed
assets. Given Malibu’s focus on annuity products,
exposure to insurance-associated emissions is limited.
Insurance-associated emissions are not currently a
primary driver of Malibu’s climate risk exposure. Climate
risk is more directly transmitted through the asset side
of the balance sheet rather than underwriting-related
emissions.
Scope/Category Emission Source Emissions (tCO₂e) Calculation Method (Summary)
Scope 1 Direct fuel combustion or company-
owned assets
0 tCO₂e No owned vehicles, boilers, or on-
site fuel use; operational footprint
limited to office activity.
Scope 2 Purchased electricity (Cayman
Islands office)
2.7 tCO₂e Electricity of 3,506 kWh at $0.15/
kWh; multiplied by Cayman grid
factor 0.77 kg CO₂e/kWh
Scope 3 – Category 6 Business travel (air, economy class) 132.3 tCO₂e 30 flights × 7,600 miles = 75,000
miles × 0.58 kg CO₂e/mile (DEFRA
2023). Includes one employee + 5
Board members travel.
Scope 3 – Category 15 Financed emissions (investments) 1,103 MtCO₂e PCAF 2023 method: (Exposure/Net
Debt + Equity) × (Investees’ Scope 1
+ 2 + 3 emissions). Data coverage ≈
50 % of portfolio, scaled to 100 %.
Malibu uses portfolio-level metrics and
qualitative indicators to monitor climate-
related risks and opportunities, focusing on
investment exposures, sector and geographic
concentrations, and climate risk indicators.
These metrics are integrated into risk
management and investment oversight
processes, informing management reporting
and governance discussions, and are
supported by scenario-based insights and
external data sources to assess potential
impacts on asset values and financial
performance. Note: Emissions are presented
on a full-year estimated basis for FY2025.
36
Malibu Life Holdings Limited Annual Report 2025
TCFD CONTINUED
(4c) Targets and Performance
Metrics
At this stage, Malibu Life Holdings Limited has
not established formal climate-related targets,
including emissions reduction or portfolio
alignment targets. This reflects the fact that
the organisation will have been in operation
for a limited period following the close of the
transaction, and therefore does not yet have
sufficient operating history, data consistency, or
portfolio stability to support robust target setting.
Malibu’s current focus is on establishing a
foundational understanding of its climate
risk profile, including the development and
refinement of relevant metrics, data sources,
and analytical approaches. This includes
ongoing efforts to enhance data quality,
coverage, and consistency across investment
portfolios and counterparties.
Performance is currently monitored through
qualitative indicators and portfolio-level
metrics, including financed emissions
estimates, ESG and climate risk scores,
and exposure to climate-sensitive sectors.
These indicators are used to support risk
management, investment oversight, and
governance reporting, rather than to track
performance against predefined targets.
Malibu intends to adopt a phased approach to
target setting, whereby climate-related targets
and performance metrics will be evaluated and
introduced over time as:
• Data availability and reliability improve
• Methodologies and industry standards
continue to evolve
• The organisation builds a longer track
record of portfolio performance and
risk assessment
This approach is intended to ensure that any
future targets are meaningful, decision-useful,
and aligned with the organisation’s long-term
strategy and risk appetite, rather than being set
prematurely based on limited or incomplete
information.
The Company has not established
climate-related targets in line with TCFD
Recommendation (Metrics 4(c)), reflecting
its limited operating history and evolving
data availability. Malibu will evaluate setting
climate-related targets in FY2026, supported
by improvements in data quality, metric
consistency, and internal measurement
frameworks, with a view to progressing
disclosures over the short- to medium-term.
Metrics and Targets (continued)
Malibu Life Holdings Limited Annual Report 2025
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MANAGEMENT OF PRINCIPAL RISKS AND UNCERTAINTIES
The Board of Directors (the “Board”) recognises that the effective identification, assessment and
management of risk are fundamental to the delivery of Malibu Life Holdings Limited’s (“MLHL” or
the “Group”) strategy, the protection of policyholders and shareholders, and the maintenance of
regulatory confidence. The Group operates in a highly regulated, capital-intensive environment
characterised by long-dated liabilities, market volatility, evolving regulatory expectations and
increasing competition in the life and annuity reinsurance sector.
Risk Governance and Framework
The Group operates an Enterprise Risk
Management (“ERM”) framework designed
to identify, assess, manage and monitor
risks across the holding company and its
regulated operating subsidiaries. The ERM
framework is proportionate to the Group’s size,
complexity and growth trajectory and is aligned
with London Stock Exchange Main Market
requirements and applicable Cayman Islands
regulatory standards. Ultimate accountability
for risk rests with the Board, with detailed
oversight delegated to the Audit and Risk
Committee (“ARC”). Management is responsible
for the day-to-day operation of the framework,
supported by internal resources and outsourced
specialist providers.
The Group operates a structured three lines
of defence model to support effective risk
management and internal control. Under this
framework, the first line of defence comprises
operational management, which is responsible
for identifying, assessing and managing risks
arising from day-to-day business activities and
for maintaining effective internal controls within
their areas of responsibility.
The second line of defence includes the
Enterprise Risk Management (“ERM”)
function and other oversight functions,
which are responsible for establishing the
risk management framework, developing
policies, defining risk appetite, monitoring
risk exposures and providing independent
oversight and challenge to the first line. The
ERM function reports regularly to senior
management and the ARC, providing risk
dashboards, stress testing results and
assessments of risk profile against
approved risk appetite.
The third line of defence provides independent
assurance over the effectiveness of
governance, risk management and internal
controls. This assurance may be delivered
through an internal audit function and/or
independent external providers, with direct
reporting access to the ARC to preserve
independence and objectivity.
Ongoing communication and collaboration
across the three lines of defence support
a coordinated and proportionate approach
to risk management. This structure enables
the Board to obtain reasonable assurance
that material risks are identified, assessed and
managed appropriately, and that the system of
internal control remains effective and aligned
with the Group’s strategic objectives and
regulatory obligations.
Risk Identification and Assessment
Risks are identified through a combination of
bottom-up risk registers, top-down strategic
reviews, regulatory horizon scanning, stress and
scenario testing, and ongoing monitoring of the
external environment. Risks are assessed on
a residual basis, reflecting the effectiveness
of controls, and are evaluated against the
approved risk appetite.
Risk Appetite
The Board has established a risk appetite which
defines the level and types of risk the Group
is willing to accept in pursuit of its strategic
objectives. The risk appetite is designed to
support sustainable annuity growth, preserve
capital strength, protect policyholders and ensure
compliance with regulatory and listing obligations.
The risk appetite is reviewed and approved by
the Board at least annually and is monitored
through quarterly risk reporting, including
risk dashboards, capital and liquidity metrics
and stress testing results. The risk appetite
is embedded within the Group’s Enterprise
Risk Management processes and informs
underwriting, investment, capital allocation,
liquidity management, outsourcing oversight
and strategic decision-making.
The risk appetite is supported by defined
quantitative limits and qualitative boundaries. Key
quantitative indicators include capital adequacy
ratios, liquidity coverage measures, duration
mismatch tolerances, credit quality thresholds,
concentration limits and climate-related metrics.
These are monitored regularly and reported to
the Board.
Breaches or near-misses of risk appetite limits are
escalated promptly to senior management and
the Board, with defined remediation actions and
follow-up monitoring. The Board retains ultimate
accountability for ensuring that the Group’s risk
profile remains within the approved appetite.
Risk appetite is closely linked to capital and
liquidity management. The Group manages
capital to remain materially above prescribed
regulatory minimums and internal stress
thresholds, and performs regular stress and
scenario testing to assess resilience under severe
but plausible conditions. Results of stress testing
inform capital planning, investment allocation,
asset/liability management (“ALM”) strategy and
underwriting decisions.
The Board recognises that the Group’s risk
universe is evolving as the business grows and
expands across jurisdictions. Accordingly, the
risk appetite is reviewed periodically to ensure
it remains proportionate to the Group’s size,
complexity, structure and regulatory environment.
Management of Principal
Risks and Uncertainties
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Malibu Life Holdings Limited Annual Report 2025
Principal Risks
The Board has identified the following principal risks as those that could, individually or collectively, have a material adverse effect on the Group’s
business model, financial performance, solvency position or reputation.
Risk Impact Mitigant Movement
Business
The risk that the strategic and
tactical objectives of the company
will not be met.
The Group is exposed to the
risk that its strategic and tactical
objectives are not achieved as
planned, including acquisitions,
strategic transactions, achieving a
credit rating or maintaining the net
asset liabilities spread. This may
arise from inaccurate assumptions
within the business plan, failure
to execute growth initiatives,
ineffective cost management,
competitive pressures, adverse
market conditions or misalignment
between strategy and available
capital and resources. Failure
to deliver strategic objectives or
integrate transactions successfully
could result in reduced profitability,
capital inefficiency, higher-than-
anticipated costs, operational
complexity and erosion of
shareholder confidence. In more
severe cases, this could lead to
impairment charges, weakened
financial performance and
reputational damage.
The Board sets and approves
the Group’s strategic plan and
associated financial targets and
reviews performance against
these objectives at least quarterly.
Key performance indicators and
capital metrics are monitored
to ensure alignment between
strategy, risk appetite and
available resources.
Material strategic initiatives
and transactions are subject to
defined governance and approval
processes, including financial
analysis, risk assessment and
capital impact review. The
Group applies a formal M&A
governance framework supported
by structured due diligence and
defined approval thresholds. For
approved transactions, integration
plans are developed with clear
accountability and reporting to
senior management and the Board.
Post-transaction performance and
integration progress are monitored
through the Enterprise Risk
Management framework.
Stable
MANAGEMENT OF PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
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Risk Impact Mitigant Movement
Credit
Risk of a potential loss resulting
from a counterparty’s failure to
repay a loan or meet contractual
obligations due to changes
in their credit standing or
a credit event.
The Group is exposed to the risk
of potential loss arising from a
counterparty’s failure to meet its
contractual obligations, including
failure to repay principal or interest,
deterioration in credit quality or
other credit events. Credit risk
arises primarily from investments
in fixed income and structured
assets, as well as exposures to
reinsurers, banking counterparties
and derivative counterparties. A
material deterioration in credit
conditions or concentrated
counterparty exposure could result
in realised or unrealised losses,
increased capital requirements,
reduced net investment income
and volatility in earnings. In
stressed market conditions, credit
deterioration may also lead to
liquidity pressure and a decline in
regulatory solvency metrics, which
could adversely affect financial
flexibility and market confidence.
The Group manages credit risk
through a defined investment
mandate approved by the Board,
which sets limits on counterparty
exposure, credit quality, sector
concentration and asset class
allocation. Portfolio diversification
is applied across issuers,
industries and geographies to
mitigate concentration risk. Credit
exposures are monitored regularly,
including through internal credit
analysis, external ratings review
and stress testing of downgrade
and default scenarios. Capital
sensitivity analysis is performed
to assess the impact of adverse
credit events on solvency metrics.
Counterparty exposures relating
to derivatives and banking
relationships are subject to defined
limits and collateral arrangements
where appropriate. Oversight
is provided through regular
reporting to management and
the Board within the Enterprise
Risk Management framework. In
respect of funds withheld assets,
the Group’s exposure to the cedant
is mitigated through contractual
requirements for assets to be
held separately from the cedant’s
general account, collateralisation
provisions, and ongoing
monitoring of the Cedant’s
financial strength.
Stable
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Malibu Life Holdings Limited Annual Report 2025
Risk Impact Mitigant Movement
Market
Risk of a potential loss due to
fluctuations in market prices of
securities, either from credit- or
equity-oriented assets.
The Group is exposed to the risk of
potential loss arising from adverse
fluctuations in market prices of
securities, including movements in
credit spreads, interest rates and,
where relevant, equity markets.
Market volatility may affect the fair
value of investment assets, the
valuation of liabilities and the level
of regulatory capital required to
support the business. Sustained
adverse market movements could
result in unrealised or realised
losses, reduced net investment
income, increased capital volatility
and pressure on solvency ratios.
In stressed conditions, market risk
may also contribute to liquidity
strain and reduced financial
flexibility, potentially affecting
the Group’s ability to execute its
strategic objectives.
In respect of funds withheld assets,
the Group’s exposure to the cedant
is mitigated through contractual
requirements for assets to be
held separately from the cedant’s
general account, collateralisation
provisions, and ongoing monitoring
of the Cedant’s financial strength.
The Group manages market risk
through a formal Investment
Management framework approved
by the Board. Exposure limits are
established for key risk factors,
including interest rate sensitivity,
credit spread, duration and asset
class allocation. The portfolio is
constructed to align with liability
characteristics in order to reduce
valuation mismatches. Sensitivity
analysis and stress testing are
performed regularly to assess the
impact of adverse market scenarios
on earnings and solvency metrics.
Capital adequacy is monitored
against defined internal thresholds,
and the Board receives regular
reporting on market risk exposures
and trends. Where appropriate,
hedging strategies may be
employed to mitigate specific
risk exposures.
Stable
MANAGEMENT OF PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
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Risk Impact Mitigant Movement
Insurance
Policyholder behaviour risks
within the annuity products sold
by cedants.
The Group is exposed to insurance
risk arising from the life and annuity
liabilities it reinsures. This includes
longevity risk, policyholder
behaviour risk (including surrender
rates, persistency levels and
utilisation of optional benefits),
and the risk that pricing, reserving
or capital assumptions prove
inaccurate. Actual experience
may differ from assumptions used
in underwriting and valuation,
particularly during periods of
economic stress, interest rate
volatility or demographic change.
Adverse deviations could require
reserve strengthening, reduce
investment spread, increase
capital requirements and result
in earnings volatility. In severe or
sustained scenarios, insurance risk
could adversely affect profitability,
solvency and the Group’s ability
to deliver its long-term strategic
objectives.
The Group applies disciplined
underwriting and actuarial due
diligence prior to entering into
reinsurance treaties, including
analysis of cedant data, historical
experience and stress testing of
key assumptions. Pricing models
incorporate prudent assumptions
and margins for uncertainty.
Longevity and behaviour
assumptions are subject to regular
review by the actuarial function,
and emerging experience is
monitored against expectations.
Capital sensitivity analysis is
performed to assess the impact
of adverse mortality, longevity
and lapse scenarios on solvency
metrics. Where appropriate, treaty
structures may incorporate risk-
sharing mechanisms to mitigate
extreme outcomes. Oversight is
provided by the Appointed Actuary
and reported to the Board through
the risk management framework.
Stable
ALM
Risk related to the extent asset
cashflows are not sufficient
to pay liability cashflows at
any point in time.
The Group is exposed to the
risk that asset cashflows are not
sufficient, in timing or amount, to
meet liability cashflows as they
fall due. Mismatches in duration,
liquidity profile or reinvestment
assumptions may arise due
to changes in interest rates,
credit conditions, policyholder
behaviour or asset performance.
In stressed market conditions,
such mismatches could result in
liquidity strain, forced asset sales
at depressed valuations, reduced
investment spread and increased
capital requirements. Sustained
ALM imbalance could adversely
affect profitability, solvency
metrics and the Group’s ability
to meet policyholder obligations
and deliver its long-term strategic
objectives.
The Group operates under a
Board-approved ALM framework
designed to align asset
duration, liquidity and cashflow
characteristics with the profile
of reinsured liabilities. Cashflow
projections are modelled under
base and stress scenarios to
assess resilience over the life of the
liabilities. Liquidity buffers and asset
allocation limits are maintained
to mitigate short-term funding
risk. Regular sensitivity analysis
and reverse stress testing are
performed to evaluate the impact
of adverse market and behavioural
scenarios on solvency and liquidity
metrics. ALM exposures are
reported regularly to management
and the Board, and provides
oversight of liability assumptions
and matching adequacy.
Stable
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Malibu Life Holdings Limited Annual Report 2025
Risk Impact Mitigant Movement
Operational
Risk of loss resulting from failed
or inadequate internal systems,
processes or external events.
The Group is exposed to the
risk of loss resulting from failed
or inadequate internal systems,
processes, governance or
human error, as well as from
external events such as cyber
incidents, fraud or service provider
failure. As the Group operates a
predominantly outsourced model
and continues to scale its platform,
operational complexity may
increase. Operational failures could
result in financial loss, regulatory
non-compliance, business
disruption, inaccurate financial
reporting or reputational damage.
In severe cases, sustained control
weaknesses could undermine
regulatory confidence and affect
the Group’s ability to execute its
strategy effectively.
The Group maintains an internal
control framework proportionate to
its size and complexity, supported
by documented policies,
procedures and defined roles and
responsibilities. Key processes
are subject to oversight, periodic
review and, where appropriate,
independent assurance. A
structured Third-Party Oversight
Framework governs the selection
and monitoring of outsourced
service providers, including due
diligence, contractual safeguards
and ongoing performance review.
Business continuity and disaster
recovery arrangements are
maintained to mitigate disruption
risk. Operational risk exposures are
identified and monitored through
the Enterprise Risk Management
framework and reported regularly
to management and the Board.
Stable
Regulatory
Risk arising from violations of,
or non-compliance with laws
and regulations.
The Group is exposed to
regulatory risk arising from
violations of, or non-compliance
with, applicable laws, regulations
and supervisory expectations
across the jurisdictions in which
it operates. As a London-listed
holding company with a Cayman
Islands regulated reinsurance
subsidiary, the Group is subject
to dual regulatory oversight and
evolving supervisory standards.
Non-compliance may result from
inadequate governance, control
failures, inaccurate reporting,
failure to meet capital or disclosure
requirements, or ineffective
oversight of outsourced providers.
Regulatory breaches could lead to
financial penalties, public censure,
restrictions on business activities,
increased capital requirements,
reputational damage and loss
of market confidence. In severe
cases, sustained non-compliance
could affect the Group’s licence to
operate or its listing status, thereby
impacting long-term viability.
The Group operates within
a defined governance and
compliance framework approved
by the Board, supported by
documented policies and
delegated authorities. Compliance
with regulatory requirements
is monitored through regular
reporting, control attestations
and oversight by the ARC. The
Group maintains processes to
monitor regulatory developments
and assess their impact on
operations and capital planning.
Fit and Proper assessments are
conducted for directors and key
function holders, and regulatory
filings are subject to review and
approval procedures. Ongoing
engagement with supervisory
authorities supports transparency
and proactive management of
regulatory expectations.
Stable
MANAGEMENT OF PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
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Emerging Risks
The Board recognises that the Group
operates in a dynamic regulatory, financial
and geopolitical environment. Emerging risks
are those where information is less available
resulting in higher level of uncertainty as to
how and if the risk will materialise and those
that may develop or become more material
over the medium to longer term and could
impact the Group’s strategy, business model,
capital position or reputation. Emerging risks
are identified through the Enterprise Risk
Management framework, horizon scanning,
regulatory engagement, market analysis,
industry thought leadership and Board
discussions, and are reviewed at least annually.
The following emerging risks are currently
considered most relevant to the Group:
Geopolitical and Macroeconomic
Uncertainty
Sustained economic, demographic and
geopolitical shifts may alter the Group’s
operating environment over time. Structural
changes such as inflation persistence,
shifting monetary regimes, slowing global
growth, geopolitical realignments and climate
transition policies may affect interest rates,
credit markets, capital flows and long-term
investment returns. Demographic trends,
including ageing populations and medical
advancements, may also influence longevity
assumptions and annuity demand.
For a life and annuity reinsurer, these forces
may drive volatility in asset valuations,
changes in policyholder behaviour and
pressure on capital requirements and Asset–
Liability Management strategies. The Group
incorporates macroeconomic and geopolitical
scenarios within its stress testing and capital
planning framework, with Board oversight
supporting assessment of longer-term
structural shifts and their impact on viability.
Artificial Intelligence and Model Risk
Rapid AI-driven technological change may
affect industries and issuers within the
investment portfolio, with potential implications
for credit quality and valuation.
The increasing use of artificial intelligence and
advanced analytics across the insurance and
investment sectors also presents operational
risks. As the Group evaluates or adopts
AI-enabled tools and enhanced modelling
techniques, weaknesses in model design, data
quality or governance could lead to inaccurate
outputs affecting pricing, reserving, capital
assessment or financial reporting.
The Group manages these risks through
established validation processes and
ongoing monitoring of portfolio exposures
and regulatory developments relating to
responsible AI.
Offshore Reinsurance Regulatory
Developments
The regulatory framework applicable to
offshore life and annuity reinsurance structures
continues to evolve, particularly in the United
States where the NAIC and state regulators are
increasing scrutiny of cross-border reinsurance
arrangements. Potential changes to capital,
collateral, reserving or group supervision
requirements could affect the competitiveness,
capital efficiency or profitability of the Group’s
business model.
Heightened focus on balance sheet structures,
asset allocation practices and governance
standards may increase compliance complexity
or capital requirements for offshore reinsurers.
The Group monitors US regulatory
developments through its horizon scanning and
regulatory engagement processes. Scenario
analysis and capital planning assessments
are used to evaluate potential impacts on
transaction economics, capital adequacy and
liquidity, supporting proactive management
of regulatory change.
Emerging Risk Governance
Emerging risks are identified, assessed and
monitored as part of the Group’s forward-
looking risk assessment and viability review.
Where emerging risks increase in likelihood
or potential impact, they may be reclassified
as principal risks and incorporated formally
into the risk appetite framework and risk
reporting dashboards.
The Board considers that the Group’s current
risk management and capital framework
provide appropriate resilience against the
emerging risks identified above; however,
the external environment remains uncertain
and continues to evolve.
Opportunities
Growth in demand for life reinsurance – driven
by longevity trends, retirement solutions and
increased use of funded reinsurance – creates
opportunities to deploy capital at scale, but
also introduces pricing, longevity and asset-
liability risks, particularly in long-duration and
capital-intensive transactions. Competitive
market conditions may further pressure terms
and increase the risk of mispricing or adverse
selection. These risks are mitigated through
disciplined underwriting, strict transaction
selection criteria and robust stress testing of
longevity and asset performance assumptions.
At the same time, expanding use of data-
driven underwriting and more complex
transaction structures supports access to
new markets. Greater reliance on external
data and asset-intensive strategies requires
strong governance over valuation, collateral
and liquidity. The Group mitigates these
risks through independent model validation,
conservative reserving, clear risk limits and
ongoing monitoring of counterparties and
collateral frameworks, ensuring that growth
is aligned with risk appetite.
Monitoring and Outlook
Principal risks, uncertainties and opportunities
are reviewed regularly by management and the
ARC and at least annually by the Board. The
Board expects the Group’s risk profile to evolve as
it scales its operations and executes its growth
strategy and will continue to focus on capital
strength, execution discipline, governance
maturity and regulatory engagement.
Dimitri Goulandris
Chairman
April 22, 2026
Malibu Life Holdings Limited Annual Report 2025
44
CHAPTER 02
The Board remains committed to a
robust governance framework that
supports disciplined growth, effective risk
management and sustainable performance
as Malibu Life Holdings Limited builds
its position as a reinsurance group.
Governance
Report
Malibu Life Holdings Limited Annual Report 2025
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46 Executive Team and Board of Directors Introduction
52 Board Structure and Composition
55 Director’s Duties and Responsibilities
57 Director’s Report
60 Audit and Risk Committee Report
64 Nomination Committee Report
68 Remuneration Committee Report
72 Asset Liability Management Committee Report
02
IN THIS SECTION
Malibu Life Holdings Limited Annual Report 2025
46
Appointed to the Board:
September 5, 2025
CHIEF EXECUTIVE
OFFICER
Gary Dombowsky
Gary Dombowsky is the Chief Executive
Officer of Malibu Life Holdings Limited
and Malibu Life Reinsurance SPC.
Mr. Dombowsky began his career in
corporate credit with RBC Financial
Group in locations across Canada
and the Caribbean before assuming
executive-level positions with (re)
insurance companies in the Cayman
Island, the US and Bermuda. Together with
Knighthead Capital Management, LLC.,
Mr. Dombowsky co-founded Knighthead
Annuity & Life Assurance Company and
served as its Chief Executive Officer
from inception in 2014 to June 30, 2023.
Under Mr. Dombowsky’s leadership,
Knighthead developed a highly successful,
diversified origination model and became
a leader in the direct offshore annuities
market. Together with his colleagues,
Mr. Dombowsky drove Knighthead’s
development to reach annual new business
volume of over $1 billion, approximately
$5 billion of assets and $600 million of
available capital and achieved A category
ratings from multiple rating agencies.
Mr. Dombowsky was co-founder and
previously served as Chairman of the
Cayman International Reinsurance
Companies Association.
Executive
Team
Malibu Life’s senior leadership
team is made up of insurance veterans
and Third Point investment experts,
whose extensive industry and investment
capabilities underpin the financial
performance of the business.
EXECUTIVE TEAM AND BOARD OF DIRECTORS
INTRODUCTION
Key
Chair
Asset Liability Management Committee
Audit Committee
Nomination Committee
Remuneration Committee
Executive Director
Malibu Life Holdings Limited Annual Report 2025
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Financial Statements Additional InformationGovernance ReportStrategic Report
HEAD OF REINSURANCE
Robert Hou
Robert Hou is the Head of Reinsurance
of Malibu Life Re. Mr. Hou is a managing
director at Third Point and serves as its
Head of Insurance Solutions. Mr. Hou’s
focus is on strategic initiatives, including
the launch and ongoing management
of Malibu and other liability-driven
platforms. Additionally, Mr. Hou develops
and manages the asset portfolio
allocations for these strategies and
works closely with the credit teams to
structure and originate investments.
Prior to joining Third Point, Mr. Hou
was a portfolio manager at Blackstone
in the Insurance Solutions business
where he worked on the acquisition
and portfolio rotation of acquired
blocks and operating companies. He
previously helped on the initial launch
of Blackstone Insurance Solutions,
was a member of the Investment
Review, Alternative Investments and
Co-Investment Committees, launched
the Insurance Dedicated Fund platform
and implemented a multi-asset risk
management framework for the
Tactical Opportunities Funds.
Mr. Hou’s background includes FIG
Investment Banking and Corporate
Development at BlackRock, Deutsche
Bank and Merrill Lynch. He holds a BA
in Economics from Stanford University.
INTERIM CHIEF FINANCIAL
OFFICER
Jeffrey Liddle
Jeffrey Liddle is the Interim Chief
Financial Officer of Malibu Life Re.
Mr. Liddle joined Third Point in 2013,
where he currently serves as Controller.
Prior to joining Third Point, Mr. Liddle
was senior auditor at Deloitte. Mr. Liddle
holds a MS and BS in Accounting from
St. John’s University.
INVESTMENT MANAGER
CEO/CIO AND FOUNDER,
THIRD POINT LLC
Daniel S. Loeb
Daniel S. Loeb is CEO and Founder
of Third Point LLC, an over $24 billion
New York-based asset management firm
started in 1995. Third Point’s flagship
hedge fund invests in public equity
and credit securities in the U.S. and
international markets. Third Point also
manages funds dedicated to corporate,
structured, and private credit, and
venture capital.
Mr. Loeb is the Chairman of the Museum
of Jewish Heritage. He is a member of
the Council on Foreign Relations and
a trustee of the Mount Sinai Health
System, where he established the Ronald
M. Loeb Center for Alzheimer’s disease
in memory of his father. He is a Trustee
and former Board Chair of Success
Academies, a charter school network.
Mr. Loeb was honoured by the UJA
Federation of New York with the Gustave
L. Levy Award, awarded the Alexander
Hamilton Award for his philanthropic
service by the Manhattan Institute, and
received Columbia University’s John Jay
Award for Distinguished Professional
Achievement. He graduated from
Columbia University with an A.B.
in economics.
Malibu Life Holdings Limited Annual Report 2025
48
Board of
Directors
EXECUTIVE TEAM AND BOARD OF DIRECTORS
INTRODUCTION CONTINUED
Key
Chair
Asset Liability Management Committee
Audit Committee
Nomination Committee
Remuneration Committee
Executive Director
Malibu Life Holdings Limited Annual Report 2025
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Financial Statements Additional InformationGovernance ReportStrategic Report
Appointed to the Board:
April 23, 2024
CHAIRMAN
Dimitri Goulandris
Dimitri Goulandris set up and runs the
Cycladic Group, an investor in and creator
of businesses. Founded in 2002 to invest
capital on behalf of his family and other
investors, Cycladic has invested in over
60 businesses across the world and
founded eight in Europe, the US, India,
Africa and Latin America. Cycladic works
closely with its investee partners to help
them develop and achieve ambitious
goals. In addition to founding the
business, Mr. Goulandris is also an active
board member and investor in a number
of businesses. In this capacity, he chairs
several exciting emerging companies,
including Plain English Finance Limited,
Anemoi Marine Technologies and Talk
Education, where Cycladic is typically
the largest and most-active non-founder
investor. He also holds significant stakes
in a number of small public companies
where he can be an influential and active
shareholder. He previously set up and ran
the European operations of the private
equity firm, Whitney & Company, and
spent eight years at Morgan Stanley
in its private equity group, structuring
derivative products and executing
mergers and acquisitions both in
New York and in London.
Mr. Goulandris is the Chair of the Asset
Liability Management Committee and
serves as a member of the Remuneration
and Nomination Committees.
Appointed to the Board:
February 5, 2019
SENIOR INDEPENDENT
NON-EXECUTIVE DIRECTOR
Rupert Dorey
Rupert Dorey has more than 40 years
of experience in financial markets.
He was at Credit Suisse First Boston
(“CSFB”) from 1988 to 2005, where he
specialised in credit-related products,
including derivative instruments where
his expertise was principally in the
areas of debt distribution, origination
and trading, covering all types of debt
from investment-grade to high-yield
and distressed debt. Mr. Dorey is a
former president of the Guernsey
Chamber of Commerce. Mr. Dorey has
extensive experience as both director
and chairman of exchange-listed and
unlisted funds, chairing nine of the funds,
of which seven have been listed and two
FTSE 250 companies. He has served
on boards with 18 different managers,
including Apollo, Aviva, M&G, Partners
Group, CQS, Cinven, Neuberger Berman
and Harbourvest.
Mr. Dorey is the Senior Independent
Director, the Chair of the Remuneration
and Nomination Committees, and serves
as a member of the Audit Committee and
Asset Liability Management Committee.
Appointed to the Board:
March 1, 2022
INDEPENDENT NON-
EXECUTIVE DIRECTOR
Richard Boléat
Richard Boléat was born in Jersey in
1963. He is a Fellow of the Institute of
Chartered Accountants in England &
Wales, having trained with Coopers
& Lybrand in Jersey and the United
Kingdom. After qualifying in 1986, he
subsequently worked in the Middle
East, Africa and the UK for a number
of commercial and financial services
groups before returning to Jersey in 1991.
He was formerly a Principal of Channel
House Financial Services Group from
1996 until its acquisition by Capita Group
plc (“Capita”) in September 2005. Richard
led Capita’s financial services client
practice in Jersey until September 2007,
when he left to establish Governance
Partners LLP, an independent corporate
governance practice. His current
relevant experience includes acting as
audit committee chairman of M&G Credit
Income Investment Trust plc, which is
listed on the London Stock Exchange,
and audit committee chairman of Odin
Re Limited, a Bermuda-domiciled Class
3A reinsurance company regulated by
the Bermuda Monetary Authority. He is
regulated in his personal capacity by the
Jersey Financial Services Commission.
Mr. Boléat is the Chair of Audit
Committee and serves as a member
of the Remuneration and Nomination
Committees and the Asset Liability
Management Committee.
50
Malibu Life Holdings Limited Annual Report 2025
Appointed to the Board:
September 5, 2025
NON-EXECUTIVE DIRECTOR
Josh Targoff
Josh Targoff joined Third Point in 2008
where he currently serves as President.
Prior to joining Third Point, Mr. Targoff
was the General Counsel of the
Investment Banking Division of Jefferies
& Company, Inc. from 2003 to 2008.
Prior to joining Jefferies & Company,
Inc., Mr. Targoff spent seven years doing
Mergers and Acquisitions transactional
work at Debevoise & Plimpton LLP from
1996 to 2003. Mr. Targoff earned a JD
from Yale Law School and a BA from
Brown University.
Mr. Targoff serves as a member of the
Nomination Committee and the Asset
Liability Management Committee.
Appointed to the Board:
September 5, 2025
NON-EXECUTIVE DIRECTOR
Luana Majdalani
Luana Majdalani joined Third Point in
2021 and is currently a Principal focused
on Public Equity investing in the Financial
sector. Ms. Majdalani also led several
business development opportunities
at Third Point, including the recent
acquisition of Birch Grove, a diversified
alternative credit fund manager. Prior
to joining Third Point, Ms. Majdalani
was a Private Equity Associate at
Blackstone. She holds an MSc in
Financial Mathematics from Princeton
University and a BSc in Economics from
the University College of London.
Appointed to the Board:
April 23, 2024
INDEPENDENT NON-
EXECUTIVE DIRECTOR
Liad Meidar
Liad Meidar is Founder and Managing
Partner of Gatemore Capital
Management, a principal investor
with a highly engaged and flexible
approach across public and private
markets. Since founding Gatemore in
2005, Mr. Meidar has worked in close
partnership with portfolio management
teams, boards, and shareholders to
deliver substantial value for businesses
as well as investors. Mr. Meidar
currently serves as Chairman of GSE
Worldwide, Inc., a leader in sports and
entertainment marketing, management
and production, and Adronite, provider
of an AI-powered, codebase intelligence
technology. In addition, he is a board
member of Factorial, Inc., a developer
of breakthrough solid-state battery
technology. Mr. Meidar received an AB in
Economics from Princeton University.
Mr. Meidar serves as a member of the
Audit Committee and the Remuneration
Committee.
EXECUTIVE TEAM AND BOARD OF DIRECTORS
INTRODUCTION CONTINUED
Malibu Life Holdings Limited Annual Report 2025
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Malibu Life Holdings Limited Annual Report 2025
Key
Chair
Asset Liability Management Committee
Audit Committee
Nomination Committee
Remuneration Committee
Executive Director
Malibu Life Holdings Limited Annual Report 2025
52
Dimitri Goulandris
CHAIRMAN
Appointed to the Board: April 23, 2024
Rupert Dorey
SENIOR INDEPENDENT
NON-EXECUTIVE DIRECTOR
Appointed to the Board: February 5, 2019
Richard Boléat
INDEPENDENT NON-EXECUTIVE
DIRECTOR
Appointed to the Board: March 1, 2022
Liad Meidar
INDEPENDENT NON-EXECUTIVE
DIRECTOR
Appointed to the Board: April 23, 2024
Josh Targoff
NON-EXECUTIVE DIRECTOR
Appointed to the Board: September 5, 2025
Luana Majdalani
NON-EXECUTIVE DIRECTOR
Appointed to the Board: September 5, 2025
Gary Dombowsky
EXECUTIVE DIRECTOR
Appointed to the Board: September 5, 2025
Committees of the Board
Malibu Life maintains a streamlined corporate
structure supported by a robust governance
framework. The Board of Directors assumes
ultimate responsibility for the oversight
and strategic direction of the Company. To
discharge its duties effectively, the Board has
constituted these principal committees: the
Audit and Risk Committee, the Nomination
Committee, the Remuneration Committee
and Asset Liability Management Committee.
The respective terms of reference for these
committees are published on Malibu Life’s
website and are reviewed and updated
periodically to ensure continued alignment with
best practices and the regulatory requirements.
Audit and Risk Committee (“ARC”)
The ARC is a core component of the
Company’s governance framework, supporting
the Board in overseeing financial reporting,
internal controls, risk management that
falls outside the scope of the Asset Liability
Management Committee, regulatory
compliance and the integrity of the external
audit process. The ARC supports the Board in
overseeing the Group’s approach to enterprise
risk management and internal controls, with a
particular focus on how these arrangements
support the quality and integrity of the financial
reporting process.
The merger with TPIL prompted a fundamental
review of the tools at the ARC’s disposal given
the material changes that took place to the
Company’s business mix, asset and liability
composition, control processes, regulation
engagements and specialist third party
support. This has resulted in revisions to
the Company’s enterprise risk management
(ERM) framework, new regulatory compliance
oversight arrangements and reorienting the
Company’s UK listing rules compliance toward
the UK Corporate Governance Code. More
details on these developments can be found
in the Audit and Risk Committee Report on the
following pages.
The Board continues to be committed to
presenting a fair, balanced and understandable
assessment of the Company’s position and
prospects. The Annual Report and Accounts
are prepared to provide shareholders with
clear and comprehensive information on the
Company’s performance, business model,
strategy, and principal risks.
The ARC operates under delegated authority
from the Board and maintains close
working relationships with the Board and
other committees. Information and issues
Board Structure
and Composition
Malibu Life Holdings Limited Annual Report 2025
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Financial Statements Additional InformationGovernance ReportStrategic Report
relating to financial reporting risk, internal
control effectiveness and compliance
are shared through regular reporting and
discussion to ensure they are considered in
a coordinated way. In respect of the financial
reporting process, the Committee oversees
arrangements intended to ensure that financial
information is accurate, complete and prepared
on a timely basis.
While certain activities are outsourced, the
ARC regularly reviews reports and assurance
relating to the control environments of these
service providers, with overall responsibility
remaining with the Board. The Committee
reviews significant accounting policies and
key judgements and estimates applied in
the preparation of the financial statements.
More detail on the Company’s accounting
policies are contained within the Notes to the
Consolidated Audited Financial Statements.
The ARC also considers whether it is
appropriate to rely on the systems of internal
control operated by third-party service
providers.
Nomination Committee
The Nomination Committee is responsible for
overseeing all aspects of Board appointments
and succession planning to ensure strong
governance and leadership aligned with the
Company’s strategic objectives. Its duties
include regularly reviewing the Board’s
structure, size and composition, assessing
skills, experience, diversity and future business
needs, and recommending adjustments where
necessary. The Committee leads proactive
succession planning for both the Board and
senior management, maintaining a diverse
pipeline and ensuring progressive refreshing of
leadership roles. It identifies and recommends
candidates for Board positions based on
merit and objective criteria, prepares role
descriptions, and ensures candidates have
sufficient time and no conflicts of interest.
The Committee monitors and promotes diversity
and inclusion policies, engages external
advisers or open advertising for recruitment
where appropriate, and maintains dialogue with
shareholders on appointments and succession.
It also recommends membership of other Board
committees, oversees induction and ongoing
development for Directors, reviews performance
and time commitments, and advises on re-
election. Additionally, the Committee ensures
compliance with relevant laws and regulations,
drafts its section of the Annual Report, reviews its
own effectiveness annually and makes its terms
of reference publicly available. The majority of the
Nomination Committee members are independent
Non-Executive Directors, and the Chair of the
Board does not chair the Committee when
considering the appointment of their successor.
Appointments to the Board will continue to be
based on the individual’s skills, experience and
character, and will always be based on merit. The
Committee’s approach to succession planning
and appointments is designed to support the
development of a diverse pipeline for Board and
senior management roles. This includes regular
review of internal and external talent, targeted
development opportunities and monitoring
progress against diversity objectives to ensure
a broad range of skills, backgrounds and
perspectives are considered for future leadership.
The Committee oversees an annual review of
Board performance, which includes structured
interviews and questionnaires. The outcomes
and actions from the review are documented
and inform future Board composition, skills
refreshment and succession planning.
The Chair of the Board acted on the results of the
annual board performance review by recognising
the strengths of the Board and addressing any
identified weaknesses. This process included
a formal evaluation of the Board’s composition,
effectiveness, and diversity, with actions
taken to enhance governance practices and
ensure continuous improvement. Each director
was encouraged to engage with the review
process and to take appropriate action where
development needs were identified.
The Company annually reviews its policy on the
structure, size and composition of the Board.
The Board is cognisant of the recommendations
of the Parker Review in relation to targets for
ethnic diversity, the FTSE Women Leaders
Review in relation to targets for women on
boards and the board diversity targets contained
in the UK Listing Rules. More details are
available in the Nomination Committee Report
on the following pages.
Remuneration Committee
The Annual Report includes a description of
the Remuneration Committee’s work and
outcomes, covering: the strategic rationale for
Executive Directors’ remuneration policies,
structures and performance metrics; reasons
why remuneration is appropriate; whether
the policy operated as intended in terms of
Company performance and quantum and
any changes required; engagement with
shareholders and the impact on remuneration
policy and outcomes; engagement with the
workforce to explain how executive remuneration
aligns with wider Company pay policy; and
the extent and reasons for any application of
discretion to remuneration outcomes.
Remuneration policies and practices are
explicitly aligned to the Company’s purpose
and values and clearly linked to the successful
delivery of the Company’s long-term strategy.
The Committee will ensure that remuneration
outcomes support sustainable success and are
coherently explained in the context of strategic
objectives. The Remuneration Committee has
delegated responsibility for determining the
policy for Executive Director remuneration and
for setting remuneration for the Chair, Executive
Directors and senior management, taking account
of workforce remuneration and the alignment
of incentives with Company culture. The Board
has appointed a Remuneration Committee and
the independent Directors act as this committee.
Rupert Dorey is the appointed Chairman of the
Nomination and Remuneration Committee. These
Committees together consider the composition,
recruitment and remuneration of the Board,
taking into account market practice, peer group
statistics and the requirements of the role when
determining remuneration levels of the Directors.
Asset Liability
Management Committee
The Asset Liability Management Committee is
responsible for reviewing the performance of
the Asset Manager and its compliance with the
asset management agreements (including the
Malibu investment management agreement
with Third Point LLC any associated side letters
or amendments to the same) and recommend
to the Board any action to be taken by the
Company as a result of such review; review
features and structure of insurance liabilities
with respect to the predictability of future cash
flow requirements and other insurance risks;
review the duration and cash flow matching
between assets and its insurance liabilities
to ensure credit quality, diversification and
liquidity; make whatever recommendations to
the Board it deems appropriate on any area
within its remit where action or improvement
is needed; and, to the extent considered
appropriate, ensure that the Company maintains
a dialogue with shareholders about the work of
the Asset Liability Management Committee.
Company Secretary
With the support of the Company Secretary,
the Board ensures that it has the policies,
processes, information, time and resources
required to function effectively and efficiently.
The Company Secretary advises the Board on
governance matters, and both appointment
and removal of the Company Secretary will be
matters for the whole Board.
54
Malibu Life Holdings Limited Annual Report 2025
Board Tenure and Succession
Planning
In accordance with the UK Code, all members
of the Board are subject to annual re-election
by shareholders at the Annual General Meeting
(“AGM”). This process ensures that the Board
remains accountable to shareholders and
that its composition continues to reflect the
needs and expectations of the Company’s
stakeholders. Directors who have been
appointed to the Board since the last AGM are
also required to retire at the next AGM and
stand for election by shareholders, thereby
providing shareholders with the opportunity
to confirm or withhold their support for
each Director’s continued appointment.
To further strengthen governance, the
Board has appointed one of the independent
Non-Executive Directors as the Senior
Independent Director. This Director provides
a sounding board for the Chair and serves
as an intermediary for other directors and
shareholders, supporting open communication
and effective Board dynamics.
The process for the appointment and re-
appointment of Directors is led by the
Independent Non-Executive Directors, who play
BOARD STRUCTURE AND COMPOSITION CONTINUED
BOARD PERFORMANCE AND
MEETING ATTENDANCE
Board Performance
During the year ending December 2025, the
Board evaluated the performance of the Board,
Committees and individual Directors using a
structured questionnaire without recourse to
an external facilitator. This process reflects
the Board’s commitment to strong governance
and continual improvement. The structured
questionnaire evaluation identifies areas of
strength and opportunities for development,
ensuring that the Board remains aligned
with the organisation’s overall objectives and
governance best practices. This reflects a
strong foundation of governance and oversight,
ensuring that key responsibilities are being met
and that the Company remains well positioned
to achieve its overall objectives.
Meeting Attendance
The Board schedules meetings regularly.
All Directors receive an agenda and meeting
packs in advance of the meetings. The table
below lists the number of Board and Committee
meetings and Directors’ attendance at
meetings post-Malibu acquisition.
Board
Audit
and Risk
Committee
Nomination
Committee
Remuneration
Committee
Asset
Liability
Management
Committee
Dimitri Goulandris 4/5 N/A 2/2 2/2 2/2
Rupert Dorey 5/5 3/3 2/2 2/2 2/2
Richard Boléat 4/5 3/3 2/2 2/2 2/2
Liad Meidar 4/5 3/3 N/A 1/2 N/A
Joshua Targoff 4/5 N/A 1/2 N/A 2/2
Luana Majdalani 4/5 N/A N/A N/A N/A
Gary Dombowsky 4/5 N/A N/A N/A N/A
a central role in maintaining the integrity and
independence of the Board. These discussions
are typically managed through the Nomination
Committee, which is responsible for overseeing
Board composition, succession planning and
ensuring that appointments are made through
a formal, rigorous and transparent procedure.
The Nomination Committee evaluates the
balance of skills, experience, independence
and knowledge on the Board, and makes
recommendations regarding new appointments
or re-appointments.
The Committee’s approach to succession
planning and appointments is designed to
support the development of a diverse pipeline
for Board and senior management roles. This
includes regular review of internal and external
talent, targeted development opportunities
and monitoring progress against diversity
objectives to ensure a broad range of skills,
backgrounds and perspectives are considered
for future leadership. The Nomination
Committee remains committed to establishing
robust succession plans for executive and
senior management roles to ensure continuity
and stability in leadership. In developing these
plans, the Committee has carefully considered
Malibu’s unique organisational structure, which
consists of three employees as of year-end
2025 operating within a flat management
hierarchy. Following the acquisition of Malibu
and resulting changes to the Board, including
the appointment of Luana Majdalani, Joshua
Targoff and Gary Dombowsky, the Board will
continue to evaluate its structure.
Malibu Life Holdings Limited Annual Report 2025
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Financial Statements Additional InformationGovernance ReportStrategic Report
The Directors are responsible
for the overall management
and direction of the affairs
of the Company. The Board
undertakes an annual evaluation of
its performance, composition and
diversity, and of how effectively
members work together to achieve
objectives; the review extends to
the Board’s committees, the Chair
and individual Directors.
The Directors have adopted a set of Reserved Powers, which
establishes the key purpose of the Board and detail its major duties.
These duties cover the following areas of responsibility:
• statutory obligations and public disclosure;
• strategic matters and financial reporting;
• board composition and accountability to shareholders;
• risk assessment and management, including reporting,
compliance, monitoring, governance and control; and
• other matters having material effects on the Company.
Statement of Directors’
Responsibilities in Respect
of the Audited Financial Statements
The Directors are responsible for preparing the
Audited Financial Statements in accordance
with, UK Financial Conduct Authority’s (“FCA”)
Disclosure Guidance and Transparency Rules,
and accounting principles generally accepted
in the United States of America. The Directors
have elected to prepare financial statements for
each financial period which give a true and fair
view of the state of affairs of the Company and
of the net income or expense of the Company
for that year.
In preparing these Audited Financial
Statements the Directors should:
• select suitable accounting policies and then
apply them consistently;
• make judgements and estimates that are
reasonable and prudent;
• state whether the applicable accounting
standards have been followed subject to any
material departures disclosed and explained
in the Audited Financial Statements; and
• prepare the Audited Financial Statements
on a going concern basis unless it is
inappropriate to presume that the Company
will continue in business.
The Directors are responsible for keeping
proper accounting records which disclose
with reasonable accuracy at any time the
financial position of the Company and to
enable them to ensure compliance with the
Cayman Islands Companies Act (2025 Revision)
and The Insurance Act (2010) “as amended”.
They are also responsible for the system of
internal controls, safeguarding the assets of
the Company and hence for taking reasonable
steps for the prevention and detection of fraud
and other irregularities.
The Directors confirm that:
• there is no relevant audit information of
which the Company’s Auditor is unaware
and each Director has taken all the
steps he/she ought to have taken as a
Director to make himself aware of any
relevant information and to establish that
the Company’s Auditor is aware of that
information;
• the Audited Financial Statements have been
prepared in accordance with accounting
principles generally accepted in the United
States of America and give a true and
fair view of the assets, liabilities, financial
position, and profit or loss of the Company;
Directors’ Duties
and Responsibilities
56
Malibu Life Holdings Limited Annual Report 2025
DIRECTOR’S DUTIES AND RESPONSIBILITIES CONTINUED
Per the statement in the Notes to the
Consolidated Financial Statements, the
Directors confirm that up to the date
of approval, when these consolidated
financial statements were available to
be issued, there have been no other
events subsequent to the balance sheet
date that require additional disclosure in
these consolidated financial statements.
This responsibility statement was approved
by the Board of Directors and signed on its
behalf by Dimitri Goulandris, Chair, and Richard
Boléat, Director and Chair of the ARC.
• the Audited Financial Statements,
taken as a whole, are fair, balanced and
understandable and provide information
necessary for the shareholders to assess
the Company’s position and performance,
business model and strategy; and
• this Annual Report and Audited Financial
Statements include information detailed
in the Governance Report, the Investment
Manager’s Review and Notes to the Audited
Financial Statements, which provide a fair
review of the information required by:
a) DTR 4.1.8 and 4.1.12 being a fair
review of the Company’s business,the
development and performance of the
business and position of the Company,
and a description of the principal risks
and uncertainties facing the Company;
and key performance indicators used by
management to assess the Company’s
progress against its objectives, and the
main trends and factors likely to affect
the future development, performance
and position of the Company’s business;
and
b) DTR 4.1.11 being an indication of
important events that have occurred
since the ending of the financial year,
the likely future development of the
Company, and other matters required
to be disclosed, which include future
developments and financial risk
management objectives and policies.
Dimitri Goulandris
Chairman
Richard Boléat
Director
Malibu Life Holdings Limited Annual Report 2025
57
Additional Information
Financial StatementsGovernance ReportStrategic Report
Directors’
Report
Directors’ Interests
The following Directors held shares in the
company as at December 31, 2025:
• Dimitri Goulandris (20,007 shares)
• Rupert Dorey (30,000 shares)
• Richard Boléat (2,450 shares)
• Liad Meidar, via Gatemore Special
Opportunities Master Fund Limited
(133,020 shares)
• Joshua Targoff (35,014 shares)
Significant Shareholdings
As at March 6, 2026 the Company had been
notified that the following had significant
shareholdings in excess of 5% in the Company:
Name
Total Shares
Held
% Holdings
in Class
Chase Nominees
Limited 7,935,327 48.09%
Controlling Shareholder and
Voting Arrangements
Third Point Offshore Independent Voting
Company Limited (“VoteCo”) holds all of the
Company’s unlisted B Shares, representing
40% of the voting rights of the Company other
than on matters reserved to holders of listed
shares pursuant to the UK Listing Rules.
VoteCo is accordingly a controlling shareholder
for the purposes of the UK Listing Rules.
VoteCo’s Board of Directors is completely
independent of both Third Point LLC and the
Company. Its voting rights are exercised after
taking into consideration the best interests of
the Company’s Ordinary Shareholders as a
whole. VoteCo is not entitled to vote on matters
reserved to holders of listed shares under the
UK Listing Rules, including the appointment
or re-election of independent directors, which
must be approved by a majority of shareholders
excluding VoteCo as controlling shareholder.
B Shares carry the right to vote at general
meetings of the Company but confer no rights
to distribution of profits or entitlement to
surplus assets in a winding up. The B Shares
shall remain held by VoteCo at all times until the
earlier of: (i) consent of both the Company and
VoteCo to their redemption; (ii) 10 years from
the date of Admission, or such longer period
as may be permitted under the UK Listing
Rules; or (iii) a winding up of VoteCo. Under a
Support and Custody Agreement, VoteCo holds
the B Shares as custodian for the Ordinary
Shareholders and the Company reimburses
VoteCo for its running expenses. Further details
are set out in Note 11 to the Consolidated
Financial Statements.
57 Directors’ Interests
57 Significant Shareholdings
57 Controlling Shareholder and Voting Arrangements
58 Transactions in Own Shares
58 Corporate Governance Compliance Statement
59 Viability Statement
59 Going Concern
58
Malibu Life Holdings Limited Annual Report 2025
Transactions in Own Shares
During Q1 2025, the Company repurchased
and cancelled approximately 299,000 shares
for $7.7 million at an average price of $25.80,
accreting $0.11 per share in NAV. No further
buybacks were undertaken during the year
pending the announcement of the Strategy
Review and the subsequent closing of the
transaction.
Corporate Governance
Compliance Statement
2025 marked a significant year of
transformation as the Company transitioned
from Third Point Investors Limited (an
investment company listed in the CEIF
category, applying the Association of
Investment Companies’ Corporate Governance
Code (“AIC Code”)) to Malibu Life Holdings
Limited (incorporated in the Cayman Islands,
listed in the ESCC category, applying the UK
Code) following the acquisition of Malibu
Life Reinsurance SPC. With this change, the
Company now operates under the Cayman
Islands Companies Act (2025 Revision) and
the 2024 UK Corporate Governance Code (“UK
Code”). It remains listed on the London Stock
Exchange, albeit in a new listing category, and
applying the UK Listing Rules which apply to
the ESCC listing category.
During 2025, governance arrangements were
restructured to reflect the Company’s status
as a regulated operating insurance group,
including:
• separation of Nomination and Remuneration
Committees;
• formalisation of Board performance review
processes;
• adoption of structured succession planning
procedures; and
• development of a Board skills matrix.
Up until September 12, 2025 (the date of
merger), the Company applied the principles
of the AIC Code, available at www.theaic.co.uk,
and complied with its provisions except for
those relating to the role of the chief executive,
executive directors’ remuneration and the need
for an internal audit function, as the Board at the
time considered these provisions not relevant
to the position of the then Company, being an
externally advised investment company with no
executive directors or employees.
From September 12 2025 until December 31
2025, the Company applied the principles
of the UK Code, available at frc.org.uk, and
complied with its provisions (with the exception
of provision 29 which applies for financial
years from January 1 2026, with Provision 29
of the 2018 UK Code applicable for the current
financial year) except as set out below.
The Company has not complied fully with
provision 2 in relation to the Board’s role
in monitoring, assessing and embedding
culture and an explanation of the Company’s
approach to investing in and rewarding the
workforce, and provision 23 in relation to
initiatives and policies on diversity and inclusion
(including their objectives, link to company
strategy, implementation and progress against
objectives), and acknowledges that outcomes-
focused reporting can be improved. This
reflects the significant transformation during the
financial year described above, in particular the
fact that prior to September 2025, the Company
did not have any employees and currently only
has three employees, and going forward, the
Company will seek to augment and enhance the
policies, processes and procedures that it has
put in place as appropriate for a company of its
size and stage of development.
Further, the Company has not complied to the
fullest extent with principal P and provisions
36, 37, 38 relating to remuneration on the basis
that, as a formal Remuneration Policy and the
Company’s approach to the remuneration of
senior management have not yet been finalised,
the link between remuneration and strategy
has not been explained and no details of post-
employment shareholding requirements and
the Remuneration Committee’s discretionary
and/or malus and clawback powers have been
included in the remuneration report.
For similar reasons, the description of the
work of the Remuneration Committee in the
remuneration report does not cover the full
range of matters required by provision 41.
The Board is satisfied that non-compliance
with these provisions does not give rise to
any material risks and that the transitional
governance and remunerations arrangements
in place are appropriate at this time and is
working to ensure fuller compliance over the
next year.
Following the Company’s transformation, the
Board was reconstituted to ensure the right
balance of independence, expertise, and
reinsurance experience. The Board remains
committed to a robust governance framework
that supports disciplined growth, effective risk
management, and sustainable performance as
Malibu Life Holdings Limited builds its position
as a reinsurance group, and supports progress
towards full compliance with the provisions of
the UK Code.
The Board continues to monitor evolving
governance expectations and emerging best
practices applicable to ESCC-listed companies.
DIRECTORS’ REPORT CONTINUED
Malibu Life Holdings Limited Annual Report 2025
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Financial Statements Additional InformationGovernance ReportStrategic Report
In accordance with Provision 31 of the UK
Corporate Governance Code, published by
the Financial Reporting Council in January 2024
(the “Code”), the Directors have assessed the
prospects of the Company over the three-year
period to December 31, 2028. The Directors
consider this timeframe appropriate, taking
into account the nature of the Company’s
investment in Malibu Life Reinsurance,
expected cash flows from that investment
and its long-term strategy. The Board also
considers that three years is an appropriate period
based on a review of the Company’s investment
horizon, anticipated cash flows, management
arrangements as well as the liquidity of the
Company’s investment in the Master Fund that is
available liquid resources supporting Malibu Life
Reinsurance’s ongoing business expansion.
The viability of the Company is primarily
linked to the performance and stability of its
reinsurance operating subsidiary, Malibu Life
Reinsurance. In conducting this assessment,
the Directors have paid particular attention
to the key risks inherent in Malibu’s business
model, including underwriting performance,
regulatory compliance, investment
performance and capital adequacy. These risks
are monitored through regular reporting to the
Board, risk management processes throughout
different stages of business development
and stress testing. The Directors have carried
out a robust assessment of the principal and
emerging risks and that has been considered
as part of the Viability Statement. In making
this Viability Statement, the Directors have
considered factors according to the guidelines
Viability Statement
by the Code. Based on this assessment, the
Directors have a reasonable expectation that
the Group will be able to continue in operation
and meet its liabilities as they fall due over the
three-year period to December 31, 2028. While
the Directors have no reason to believe the
Group will not be viable beyond this period,
the inherent uncertainty associated with
longer-term forecasting means that the Board
considers a three-year period to provide
an appropriate balance between reliability
and meaningful forward-looking insight.
This statement is consistent with the Board’s
assessment of the Group’s going concern
status, which covers a period of at least
12 months from the date of approval of the
financial statements.
Over the course of 2025, Master Fund shares
were converted to cash to meet liabilities in
respect of, for example, the previous buyback
programme, the Redemption Offer associated
with the Malibu transaction, and capital
deployment into Malibu Life Re.
In assessing whether the Company is a going
concern, the Board has satisfied itself that the
continued orderly redemption from the Master
Fund and deployment to support incremental
insurance opportunities will continue in line with
the Company’s business plan.
The Board has also considered the sensitivity
of the Company’s capital and liquidity position
to a range of stress scenarios, including
adverse investment performance, accelerated
Going Concern
policyholder lapses and delays in the
deployment of reinsurance capital. Under each
scenario considered, the Company maintains
sufficient resources to meet its obligations as
they fall due.
On that basis, after due consideration, the
Directors are satisfied that it is appropriate to
continue to adopt the going concern basis in
preparing these Audited Financial Statements
for the period through June 30, 2027.
There were no other events during the financial
year outside the ordinary course of business
which, in the opinion of the Directors, may have
had an impact on the Annual Financial Statements
for the year ended December 31, 2025.
In accordance with Provision 30 of the UK
Corporate Governance Code, the Board
confirms that, in preparing the annual and
interim financial statements, it considers it
appropriate to adopt the going concern basis
of accounting. The Board has assessed the
Company’s ability to continue as a going
concern for at least 12 months from the date
of approval of the financial statements and has
identified no material uncertainties.
Dimitri Goulandris Richard Boléat
Chairman Director
April 22, 2026
Malibu Life Holdings Limited Annual Report 2025
60
AUDIT AND RISK
COMMITTEE REPORT
Dear Shareholders,
I am pleased to present my report as Audit and Risk Committee
(“ARC”) Chairman for the financial year ended December
31, 2025. The ARC is a core component of the Company’s
governance framework, supporting the Board in overseeing
financial reporting, internal controls, risk management that
falls outside the scope of the Asset Liability Management
Committee, regulatory compliance and the integrity of the
external audit process. This report summarises the ARC’s work
throughout the period, as reflected in the meetings, reviews
and supporting materials circulated to ARC members during
the year.
Richard Boléat
Chair of the Audit and Risk Committee
During 2025, the Audit and
Risk Committee played
vital role in overseeing
financial reporting,
audit quality, internal
controls and regulatory
compliance.”
Richard Boléat
Chair of the Audit and Risk Committee
Malibu Life Holdings Limited Annual Report 2025
61
Financial Statements Additional InformationGovernance ReportStrategic Report
Committee Composition, Attendance
and Work Program
The Committee’s membership during the year included myself as Chair,
as well as Rupert Dorey and Liad Meidar, and with attendance from Gary
Dombowsky and senior representatives of management and advisers
as appropriate.
I am a Fellow of the Institute of Chartered Accountants in England
& Wales (FCA). I have extensive experience in audit committee and
financial accounting matters stretching across several decades and
applied to multiple assets classes and jurisdictions. I believe that I have
skills, technical competence and experience necessary to chair this
Committee. I am also the chairman of the Audit Committee of Malibu Life
Re. The ARC comprises exclusively independent non-executive directors,
all of whom possess recent and relevant financial experience and
competence in accounting or auditing, and thus the ARC as a whole has
competence relevant to the sector within which the Company operates.
The ARC met formally three times during the year under review, and
on multiple occasions in 2026 during the latter part of the annual audit
cycle, with attendance recorded in the Board Structure and Composition
section of the Annual Report.
Terms of Reference
The ARC’s Terms of Reference (ToR) were revised on December 17,
2025 to reflect the impact of the merger with TPIL. The ToR appear
on the Company’s website. The ARC reviews how well the Group’s
internal control and risk management systems are working in practice.
These systems are designed to help manage risks rather than remove
them entirely, and therefore provide reasonable, rather than absolute,
assurance against material misstatement or loss. The risk management
and internal control framework are designed to support reliable
financial reporting, compliance with applicable accounting standards,
and adherence to legal and regulatory requirements. The framework
helps define the level of financial and operational risk that the Group is
prepared to accept and is embedded across the Group’s governance and
management arrangements. The Board sets the Group’s risk appetite
and tolerance based on advice from the ARC. See the Management of
Principal Risk and Uncertainties section for details on our framework.
Significant Matters Considered
by the ARC During the Period
Under Review
I assumed responsibility as ARC Chair subsequent to the retirement of
Huw Evans. Huw did an excellent job of handing over the ARC reins, and
thus the ARC was well equipped with the oversight tools to conduct its
work programme within its ToR at that time. It was necessary to promptly
conduct a fundamental review of the tools at the Committee’s disposal
given the material changes that took place to the Company’s business
mix, asset and liability composition, control processes, regulation
engagements and specialist third party support once the merger of
TPIL with Malibu Life closed in September 2025. This has resulted in the
following key steps carried out by the ARC post-merger:
1. Fundamental revisions to the Company’s enterprise risk management
(ERM) framework, with a particular focus on how these arrangements
support the quality and integrity of the financial reporting process;
2. Building the required supervisory framework to monitor and report of
compliance with the revised ERM framework;
3. Developing new regulatory compliance oversight arrangements
covering the application of insurance regulated financial regulation
strictures in both the US and the Cayman Islands;
4. Reorientating the Company’s UK listing rules compliance away from
the principles of the AIC Code of Corporate Governance to the UK
Corporate Governance Code, given the adjustments to the listing
forum for the Company’s shares;
5. Engagement with external auditors Ernst & Young to consider
the form and content of the 2025 year-end consolidated financial
statements in order to seek the ensure that they satisfy the “fair,
balanced and understandable” test in the face of the US GAAP
accounting implications arising from the merger. In particular:
a. Audit planning and scoping discussions, in both formal ARC
meeting settings and pre-meeting sessions;
b. Assessment of the auditor’s independence, objectivity and
professional skepticism;
c. Review of adjustments proposed during the year-end audit
process; and
d. Consideration of any control observations raised during interim or
final audit work.
6. The ARC oversaw the preparation of the 2025 consolidated financial
statements and annual report and monitored the integrity of financial
reporting throughout the year. Particular attention was given to:
a. Ensuring the proper treatment and disclosure of forward-looking
financial projections and insurance premium growth assumptions;
b. Ensuring that forward-looking statements – particularly those
relating to projected annual insurance premium volumes –
were consistent with public disclosures and were not included
without full Board endorsement, as highlighted within the same
correspondence set;
c. The accounting for the business combination under ASC 805,
including the fair valuation of assets acquired and liabilities assumed;
d. The transition from investment company accounting under ASC
946 to operating company accounting under ASC 944, including
the dual-period presentation framework;
e. The treatment of strategic review fees and other acquisition-
related costs;
f. Review of management accounting updates and reinsurance-
related financial modelling;
g. The valuation of the Company’s continuing investment in Third
Point Offshore Fund Ltd.;
h. Overseeing valuation of component parts of both sides of the
balance sheet, with a key focus on assets falling outside the Level
1 hierarchy; and
i. Reviewing draft minutes from subsidiary Board and ARC meetings, to
ensure alignment between Group-level and subsidiary-level reporting.
7. In addition, the ARC also monitored the Company’s compliance with
Cayman Islands’ economic substance requirements and related filing
discussions.
62
Malibu Life Holdings Limited Annual Report 2025
AUDIT AND RISK COMMITTEE REPORT CONTINUED
The ERM framework remains subject to refinement and enhancement
during 2026 as the Company’s business grows and develops. The
Company’s impending acquisition of TruSpire will bring with it additional
jurisdictional, regulatory and systems complexity which will present a
key workstream for the ARC over the coming quarters. The ARC will also
be conducting a debrief with the external auditors post issuance in the
usual manner.
Annual Financial Reporting and
External Auditor
The Board is committed to presenting a fair, balanced and
understandable assessment of the Company’s position and prospects.
The annual report and accounts are prepared to provide shareholders
with clear and comprehensive information on the Company’s
performance, business model, strategy, and principal risks. The ARC
has recommended to the Board that, in its opinion, the annual report
and accounts, taken as a whole, are fair, balanced and understandable,
and provide the information necessary for shareholders to assess the
Company’s position, performance, business model and strategy.
Ernst & Young LLP serves as the independent auditor, and has served in
that role for TPIL since its listing on the London Stock Exchange in 2007.
The audit fees proposed by the auditors each year are reviewed by the
ARC taking into account the Company’s structure, operations and other
requirements during the year and the ARC makes recommendations
to the Board. The budget for the annual audit and interim review work
carried out by Ernst & Young was pre-approved by the ARC. An overview
of the independent auditor fees for 2025 can be found in Note 13 to the
Consolidated Financial Statements.
Ethical rules for non-audit fees
The ethical rules for non-audit fees are primarily governed by the UK
Financial Reporting Council’s (FRC) Revised Ethical Standard (2024).
This standard outlines the permitted non-audit services that auditors can
provide to Public Interest Entities (PIEs), which includes listed companies
and their subsidiaries. The standard also sets a cap on the level of fees that
could be incurred for permitted non-audit services, such as interim review,
tax compliance, tax structuring, private letter rulings, accounting advice,
quarterly reviews and disclosure, on an annual basis. restricting such fees
in any year to 70% of the average of the previous three years’ audit fees.
The FRC’s Ethical Standard also emphasises the importance of
monitoring the level of non-audit fees as a percentage of audit fees to
assess independence issues.
The policy also includes guidance from bodies in the UK with an interest
in Corporate Governance, such as the Pensions Investment Research
Consultants Ltd (PIRC) and Institutional Shareholder Services (ISS),
which state the importance of monitoring the level of non-audit fees
as a percentage of audit fees.
The Board reviews the effectiveness and independence of Ernst & Young
using a number of measures. These include consideration of the audit
plan presented prior to the start of the audit, the audit results report,
and explanation for any variations from the original plan, changes to
audit personnel, and the auditor’s internal procedures for identifying
threats to independence. The Board also considers feedback from
both the Investment Manager and Administrator, together with formal
confirmation from Ernst & Young LLP of their independence to provide
additional assurance to the ARC. The ARC considers Ernst & Young
to be independent of the Company.
It is best practice that the audit of the Company is put out to tender
at least every 10 years. The ARC plans to conduct a suitability and
reappointment assessment after issuance of the 2025 consolidated
financial statements in accordance with the Committee’s work plan.
Delegated Authority and Reporting
The ARC operates under delegated authority from the Board and
maintains close working relationships with the Board and other
committees. Information and issues relating to financial reporting risk,
internal control effectiveness and compliance are shared through regular
reporting and discussion to ensure they are considered in a coordinated
way. In respect of the financial reporting process, the ARC oversees
arrangements intended to ensure that financial information is accurate,
complete and prepared on a timely basis. Investment advisory services
are provided by the Investment Manager, administration services are
carried out by the Administrator, and company secretarial duties are
performed by the Company Secretary. While certain activities are
outsourced, the ARC regularly reviews reports and assurance relating
to the control environments of these service providers, with overall
responsibility remaining with the Board. The ARC reviews significant
accounting policies and key judgements and estimates applied in the
preparation of the financial statements. More detail on the Company’s
accounting policies is contained within the Notes to the Consolidated
Audited Financial Statements. The ARC also considers whether it is
appropriate to rely on the systems of internal control operated by third-
party service providers.
Internal Audit
During the year ended December 31, 2025, Malibu Life did not maintain
a dedicated internal audit function. The ARC is satisfied that the
Company’s systems of internal control and risk management in place
during the year were appropriate and proportionate to its size, risk profile,
and operational complexity. As the Company has continued to grow and
its activities have become more complex, the ARC has determined, and
has recommended to the Board, that additional independent assurance
is appropriate. Accordingly, subsequent to the year-end, Grant Thornton
was appointed to provide outsourced internal audit services. Grant
Thornton will deliver a risk-based internal audit programme, reporting
to the ARC on the effectiveness of internal controls, governance,
and risk management processes.
Malibu Life Holdings Limited Annual Report 2025
63
Financial Statements Additional InformationGovernance ReportStrategic Report
ARC Effectiveness
The ARC’s effectiveness was reviewed as part of the 2025 Board
evaluation process. The evaluation highlighted:
• Strong engagement and appropriate challenge from ARC members;
• Effective interaction between management and the ARC; and
• Areas for forward enhancement as the Company transitions further
into a scaled reinsurance operating model.
Conclusion
During 2025, the ARC played a vital role in overseeing financial reporting,
audit quality, internal controls and regulatory compliance. The ARC
is satisfied that the Company’s financial reporting processes and
governance framework operated effectively throughout the year and that
the 2025 Annual Report and financial statements present a fair, balanced
and understandable view of the business.
I would like to thank my fellow ARC members, management and our
advisers for their continued support and diligence during the year.
Malibu Life Holdings Limited Annual Report 2025
64
NOMINATION
COMMITTEE REPORT
Dear Shareholders,
I am pleased to present the Nomination Committee Report for the year
ended December 31, 2025.
The year was one of significant transition following the Company’s
strategic transformation from TPIL into Malibu Life Holdings Limited
(“Malibu” or the “Company”) in September 2025. The transition from a
closed-ended investment company to an ESCC-listed operating insurance
group significantly expanded the governance, regulatory and leadership
demands placed upon the Board. Against this backdrop, the Nomination
Committee focused on establishing a governance framework appropriate
for an operating and regulated business, ensuring that the Board has the
appropriate balance of skills, experience, independence and oversight
capability, and supporting the development of leadership, succession
and diversity arrangements.
Under TPIL’s former structure, nomination and remuneration matters were
combined within a single committee. Following the transformation, the
Board determined that it was appropriate to separate these responsibilities
into distinct Nomination and Remuneration Committees, reflecting the
increased complexity of the business and the importance of clarity,
accountability and focus. The Committee believes this change supports
the principles of effective leadership and governance set out in the Code.
The Company currently operates under a hybrid business model with
certain functions provided by third parties. As the business develops, the
Board expects an increasing degree of internalisation of management
operations as additional executives are appointed. The Committee keeps
under review governance risks arising from outsourced arrangements,
including accountability, operational resilience and regulatory compliance.
Although the Company is incorporated in the Cayman Islands, it maintains
an ESCC listing on the London Stock exchange and as such is required
to report against the UK Code. The Board is focused on maintaining
governance standards consistent with UK best practice and the
expectations of institutional shareholders.
During this transitional year, the Committee focused on:
• ensuring the Board has the appropriate insurance, regulatory and
capital markets expertise for an operating annuity business;
• supporting the recruitment of executive leadership;
• establishing formal succession planning processes;
• reviewing Board independence and composition; and
• devising an approach to diversity and inclusion.
While certain diversity targets under the FCA Listing Rules are not yet met,
the Committee has agreed a clear and time-bound roadmap to achieve
alignment over an orderly refreshment cycle.
The Committee believes that a strong governance foundation has been
established. Planned enhancements during 2026 will further strengthen
Board composition, diversity, succession planning and regulatory
alignment, supporting the Company’s long-term sustainable success
as an ESCC-listed operating insurance group.
Rupert Dorey
Chair of the Nomination Committee
The Nomination
Committee focused on
establishing a governance
framework appropriate for
an operating and regulated
business, ensuring that the
Board has the appropriate
balance of skills, experience,
independence and oversight
capability, and supporting
the development of
leadership, succession and
diversity arrangements.”
Rupert Dorey
Chair of the Nomination Committee
Malibu Life Holdings Limited Annual Report 2025
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Financial Statements Additional InformationGovernance ReportStrategic Report
Role and Responsibilities
The Committee operates under written Terms of Reference, available on the
Company’s website and acts in accordance with Provision 17 of the Code.
Its responsibilities include:
• reviewing Board structure, size and composition;
• leading formal, rigorous and transparent appointment processes;
• ensuring at least half the Board (excluding the Chair) comprises
independent Non-Executive Directors;
• overseeing succession planning for Directors and Senior
Management Function holders;
• setting measurable diversity objectives;
• monitoring Director independence, tenure and time commitment;
• overseeing Board evaluation;
• reviewing Directors’ external commitments and availability;
• monitoring governance implications arising from outsourced service
arrangements; and
• overseeing succession planning for key control functions and
SMF roles.
The Committee utilises external search consultants where appropriate
and ensures that appointment processes are formal, rigorous and
merit-based, with diverse candidate longlists and shortlists considered
in all cases.
Committee Membership
and Independence
As at December 31, 2025, the Committee comprised solely of
Non-Executive Directors:
• Rupert Dorey (Chair) – Independent Non-Executive Director
• Dimitri Goulandris – Chairman of the Board
• Richard Boléat – Independent Non-Executive Director
• Josh Targoff – Non-Executive Director
Three of the four members are considered independent under the Code,
and the Committee is chaired by an Independent Non-Executive Director.
The Board has determined that the presence of one non-independent
Non-Executive Director does not compromise the independence of
the Committee. All members are expected to exercise independent
judgement, and the Committee considers that this appointment
enhances stakeholder insight while preserving objective oversight.
The Board has determined that each Independent Non-Executive
Director remains independent in character and judgement and free from
relationships or circumstances that could impair their independence.
The Committee was established following the Company’s transformation
in September 2025 and held two formal meetings during the period with
full attendance. Additional nomination and governance matters were
considered at Board meetings.
All four members of the Committee were appointed by the Board in
September 2025 to serve for a three-year term.
The Committee Chair maintained engagement with Board members and
advisers between meetings to address nomination matters during the
transformation period.
Given the Company’s early stage as an operating entity, this level
of activity was considered proportionate. From 2026 onward, the
Committee plans to operate a regular cycle of meetings aligned with
the governance calendar and expects to meet at least twice annually.
Board Composition, Skills and Tenure
As at December 31, 2025:
• the Board comprised seven Directors;
• four of five Non-Executive Directors were independent;
• the roles of Chair and Chief Executive Officer are separate; and
• no Director has served more than nine years.
The Board intends to maintain a majority of Independent Non-Executive
Directors as the Company evolves.
Board Skills Matrix
The Committee maintains a formal skills matrix to assess alignment
between Board capability and strategic priorities.
Priority enhancement areas include:
• US life and annuity market expertise; and
• ESG and sustainability oversight.
The Committee regularly reviews Board capability against the Company’s
strategy, risk profile and regulatory obligations to ensure effective oversight.
Collectively, the Board has strong experience in corporate strategy,
finance, accounting, capital markets, legal matters, product
development, insurance regulation and risk oversight.
While the Board benefits from a diversity of professional backgrounds
and perspectives, it does not yet meet market expectations for gender
and ethnic diversity.
The Committee reviews the skills matrix annually to ensure alignment
with the Company’s evolving strategic, regulatory and geographic
priorities.
66
Malibu Life Holdings Limited Annual Report 2025
NOMINATION COMMITTEE REPORT CONTINUED
Diversity and Inclusion
The Nomination Committee and Board believe in a meritocratic approach
to Board composition, whereby it believes the best outcomes are achieved
based on solving for a combination of skill sets aligning with the Company’s
objectives. However, the Committee and Board also welcome a multitude
of views and backgrounds in considering its composition, as these diverse
perspectives bring a broad range of expertise to bear on these goals.
Notwithstanding the above, as an ESCC-listed company, the Company
reports against the FCA’s board diversity targets. The Company does
not currently meet the targets laid out in Financial Conduct Authority
Listing Rule 6.6.6R or have a formal diversity policy in place, however
the Nomination Committee and the Board are in the process of devising
an approach to diversity and inclusion that formalises the above beliefs.
This position reflects the Company’s recent formation and the resulting
composition of its Board committees, and the Nomination Committee
looks forward to sharing more detail in due course.
The below diversity data is based on voluntary self-identification
by Directors.
FCA Board Diversity Targets
• At least 40% women on the Board;
• At least one senior Board position (Chair, CEO, SID or CFO) held;
by a woman; and
• At least one Director from a minority ethnic background.
Position as at December 31, 2025
Target
Current
Position
Target
Met
≥ 40% women 14% No
≥ 1 woman in senior role 0 No
≥ 1 minority ethnic Director 0 No
The data above is presented in accordance with LR 6.6.6(9) and reflects the Board
composition as at December 31, 2025.
Succession Planning
Given the Company’s regulated status, succession planning is a key
governance priority.
During 2025, the Committee:
• established emergency succession arrangements for the Chair
and CEO;
• began mapping Senior Management Functions in accordance with
the UK Senior Managers & Certification Regime;
• reviewed executive leadership capability requirements; and
• engaged external search firms to assist with executive appointments,
who have no material connection with the Company.
During 2026, the Committee will:
• formalise long-term succession plans for all Committee chairs;
• develop a three-year Board refreshment plan; and
• establish a structured executive talent pipeline review process.
These arrangements support regulatory continuity and operational
resilience in line with the Company’s obligations as a regulated insurance
group. The Committee also oversees succession planning for key control
functions to support regulatory continuity and operational resilience.
Director Appointments
and Re-Election
During the year, two former independent Directors resigned prior to the
transformation and three new Directors were appointed at the inception
of Malibu, including the Chief Executive Officer.
All Directors will stand for annual election.
Prior to recommending re-election, the Committee assesses:
• independence;
• tenure;
• time commitment/external appointments;
• contribution/effectiveness; and
• regulatory fitness/propriety.
The Committee reviewed each Director’s external commitments and
is satisfied that no Director has taken any other significant external
appointments during the financial year, and that all are able to devote
sufficient time to discharge their responsibilities effectively.
Committee Activities During the Year
Key activities included:
• reviewing Board composition against strategic, regulatory and
skills requirements;
• supporting planning for senior executive appointments;
• overseeing senior executive appointment processes, supported
by independent external advisers;
• reviewing Board, Committee and Director evaluations;
• assessing Director independence and time commitment;
• reviewing the Company’s diversity and inclusion framework; and
• reviewing governance arrangements appropriate to an ESCC-listed
operating company.
Malibu Life Holdings Limited Annual Report 2025
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Board Performance Review
An internally facilitated Board performance review was conducted
in December 2025.
Key strengths identified:
• constructive challenge and engagement;
• clear strategic alignment during transformation; and
• effective oversight of risk framework development.
Areas for enhancement:
• operating-company reporting metrics;
• additional US regulatory briefings; and
• continued development of performance dashboards.
An externally facilitated performance review will be conducted
no later than 2028 and at least every three years thereafter.
Induction and Developments
New Directors receive structured induction including:
• regulatory developments in UK and US insurance markets;
• product and underwriting overview;
• risk and capital management sessions; and
• meetings with senior management.
Ongoing development is tailored to evolving strategic priorities.
Committee Effectiveness
The Committee considers that it operated effectively during 2025 and
established governance structures appropriate for an ESCC-listed
operating insurance group and supports the Board in promoting long-
term sustainable success.
Priorities for 2026
• enhance diversity and progress toward targets contained in the UK
Listing Rules;
• strengthen US insurance expertise;
• formalise long-term succession planning;
• prepare for externally facilitated Board evaluation; and
• maintain alignment with evolving governance practices appropriate
to an ESCC-listed insurer.
Malibu Life Holdings Limited Annual Report 2025
68
REMUNERATION
COMMITTEE REPORT
Dear Shareholders,
On behalf of the Board, I am pleased to present the Remuneration
Committee Report for the financial year ended December 31, 2025.
This report explains the Committee’s remit, activities and key judgements
during the year, and how the Board has sought to ensure that remuneration
arrangements support long-term sustainable success, effective risk
management and the development of a strong corporate culture.
The year under review was one of fundamental change for the Company.
In September 2025, TPIL completed its strategic transformation
into Malibu Life Holdings Limited, transitioning from a closed-
ended investment company to an operating insurance group. This
transformation followed shareholder approval of the Offer Document
at the Extraordinary General Meeting in August 2025 and resulted in
materially expanded governance, leadership and regulatory requirements.
In response, the Board established a standalone Remuneration
Committee, separating remuneration and nomination responsibilities
that had previously been combined. The Committee considers this an
important step in strengthening accountability, transparency and focus,
in line with the expectations of the UK Corporate Governance Code (the
“Code”) for operating companies.
Given the Company’s short operating history and its predominantly
outsourced business operating model during 2025, the Committee did
not consider it appropriate to implement annual bonus or long-term
incentive arrangements for executives in the year. These arrangements
will be developed during 2026 as the executive leadership team is
expanded and internal capabilities are built.
During the year, the Board also approved a one off discretionary payment
to members of the Strategy Review Committee to recognise the
exceptional time commitment and complexity of work undertaken in
connection with the reverse takeover and strategic transformation of
the Company. The Board considered this work to be well beyond the
scope of normal non-executive duties and comparable in intensity
to professional advisory mandates.
Looking ahead, the Committee’s priorities are to finalise and consult
on a comprehensive executive remuneration framework, engage
constructively with shareholders ahead of the 2026 AGM and ensure
remuneration outcomes remain aligned with the Company’s strategy,
values and regulatory obligations.
Rupert Dorey
Chair of the Remuneration Committee
During its initial year of
operation, the Committee
focused on establishing an
appropriate remuneration
governance framework
for an insurance
operating group.”
Rupert Dorey
Chair of the Remuneration Committee
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Role and Responsibilities of the
Remuneration Committee
The Remuneration Committee (the “Committee”) is responsible for
overseeing the Company’s remuneration policy and practices for the
Board and senior executives. Its principal responsibilities include:
• setting and reviewing the remuneration policy for the Chair, Executive
Directors and senior management;
• determining the structure and quantum of executive remuneration,
including base salary, benefits, pension, annual incentives and long-
term incentives;
• overseeing the design and operation of any annual bonus and long-
term incentive plans, including performance measures, malus and
clawback provisions;
• ensuring remuneration outcomes are aligned with the Company’s
strategy, values, risk appetite and long-term sustainable success;
• considering remuneration arrangements across the wider workforce
when setting executive pay;
• reviewing shareholder feedback and voting outcomes relating to
remuneration; and
• taking account of applicable legal, regulatory and governance
requirements, including the Cayman Islands Companies Act 2025
Revision and the UK Corporate Governance Code (the “Code”).
The Committee comprises wholly independent Non-Executive Directors,
all of whom were considered independent on appointment. The Chair
of the Committee is not the Chair of the Board. The Chair of the Board
is a member of the Committee.
Vivien Gould was Chairman of the Nomination and Remuneration
Committee until her resignation from the Board and Claire Whittet was
appointed Chairman of the Nomination and Remuneration Committee
with effect from February 10, 2025. Rupert Dorey is currently the Chair of
the Nomination and Remuneration Committee post-Malibu acquisition.
Committee membership during the year:
• Chair: Rupert Dorey
• Members: Dimitri Goulandris, Richard Boléat, Liad Meidar
• Secretary: Walkers (Cayman)
Summary of Committee Activities
During the Year
During its initial period of operation, the Committee focused on
establishing an appropriate remuneration governance framework
for an insurance operating group. Key activities included:
• considering a draft remuneration policy suitable for an
insurance business;
• conducting a tender process for an independent remuneration consultant;
• appointing Korn Ferry as independent remuneration consultant
to the Committee;
• considering market practice for Non-Executive and executive
remuneration;
• reviewing and approving one-off discretionary payments related
to the strategic transformation; and
• undertaking an initial evaluation of the Committee’s effectiveness.
Following a competitive tender process, Korn Ferry was appointed to
provide independent advice on market aligned remuneration structures
for Executive Directors and Non-Executive Directors. Korn Ferry reports
directly to the Chair of the Committee and confirmed that it had no
conflicts of interest in relation to the appointment.
The scope of the engagement included benchmarking, policy design and
advice on alignment with the Code’s corporate governance requirements.
Directors’ Remuneration
Policy (Summary)
The executive remuneration policy will be designed to:
• support the Company’s long-term strategy and sustainable
underwriting performance;
• promote effective risk management and discourage inappropriate
risk-taking;
• attract, motivate and retain individuals with the specialist skills
required to lead an insurance group;
• align executive remuneration with shareholder interests and long-
term value creation;
• ensure clarity, simplicity and transparency; and
• promote fairness, taking account of remuneration across the
wider workforce.
Executive remuneration is expected to comprise:
• base salary;
• benefits and pension arrangements aligned with market practice;
• an annual bonus linked to financial, strategic and risk-based metrics;
• a long-term incentive plan aligned with long-term shareholder
value creation;
• shareholding guidelines; and
• malus and clawback provisions.
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Malibu Life Holdings Limited Annual Report 2025
REMUNERATION COMMITTEE REPORT CONTINUED
Annual Report on Fixed
Remuneration
Single Total Figure of Annualised Remuneration
Represents the current expected annualised remuneration for each
Director detailing Director fees/salary and committee fees as applicable.
(£ equivalents translated at £1:$1.345).
Director Role Salary (£) Fees (£)
Committee
Fees (£) Total (£)
Dimitri
Goulandris
Chairman/Chair of
ALM Committee – 175,000 15,000 190,000
Rupert
Dorey
SID/Chair of
RemCo & NomCo – 150,000 30,000 180,000
Richard
Boléat
Chair of Audit and
Risk Committee – 150,000 15,000 165,000
Liad
Meidar
Non-Executive
Director – 150,000 – 150,000
Gary
Dombowsky Executive Director 743,494 – – 743,494
Josh
Targoff
Non-Executive
Director – 150,000 – 150,000
Luana
Majdalani
Non-Executive
Director – 150,000 – 150,000
Discretionary Payments
During 2025, the Committee approved one-off discretionary payments to
members of the Strategy Review Committee in recognition of exceptional
work undertaken in connection with the strategic transformation. Korn Ferry
validated the quantum and structure of these awards, including the balance
of cash and deferred equity with an 18-month vesting period expiring in
March 2027. The cash payments include a standard payment relating to
the review and approval of corporate documents that preceded the Offer
Document amounting to £15,000 per independent Non-Executive Director.
Director Cash (£)
Deferred
Equity (£) Total (£)
Dimitri Goulandris 120,000 242,000 362,000
Richard Boléat 100,000 169,000 269,000
Liad Meidar 80,000 115,000 195,000
Rupert Dorey 30,000 – 30,000
These awards are non-recurring and are not intended to set a precedent.
The Deferred Equity amounts stated above are provisional amounts.
The Deferred Equity awards remain to be formally granted by way
of award agreements and had not been approved or executed as at
December 31, 2025. Accordingly, no amounts have been recognised in
the consolidated financial statements for the year ended December 31,
2025 in respect of these awards. The number of shares which will be
subject to such awards, and the basis on which they will be determined,
will be confirmed at the time of grant.
Single Total Figure of Remuneration
Represents the actual cash fees/salary paid and payable to Directors in
2025, including both TPIL and MLHL. Figures include Board, Committee,
Strategy and Prospectus fees*.
REMUNERATION POLICY
The Company’s policy is that the fees/salary payable to the Directors should
reflect the time spent by the Directors on the Company’s affairs and the
responsibilities borne by the Directors and be sufficient to attract, retain and
motivate Directors of quality required to run the Company successfully. The
remuneration policy is being formulated and will be designed to drive a culture
of high performance and create sustainable long-term value for shareholders.
Fees for the Non-Executive Directors (other than the Chair) are determined
by the Board within the limits approved by shareholders. The maximum
limit currently is $2,000,000 in aggregate per annum. Directors’ fees are
reviewed annually, although such a review will not necessarily result in any
changes to the rates, and account is taken of fees/salary paid to directors of
comparable companies.
The remuneration of Non-Executive Directors other than the Chair is determined in
accordance with the Articles of Association or by the Board. Levels of remuneration
for the Chair and all Non-Executive Directors reflect the time commitment and
responsibilities of the role. Remuneration for all Non-Executive Directors does
not include share options or other performance-related elements. Directors
are entitled to be reimbursed for any reasonable expenses properly incurred
by them in connection with the performance of their duties and attendance at
Board and general meetings and committee meetings.
There are currently no long-term incentive schemes provided by the Company
and no performance fees are paid to Non-Executive Directors. Directors do
not have service contracts with the Company. Each Non-Executive Director
is appointed by a letter of appointment which sets out the main terms of their
appointment. Non-Executive Director appointments can also be terminated in
accordance with the Company’s Articles of Association. Should shareholders
vote against a Non-Executive Director standing for re-election, the Non-
Executive Director affected will not be entitled to any compensation. When
service contracts apply (for executive roles or future appointments), notice or
contract periods should be one year or less. If longer periods are necessary for
new external recruits, such periods should reduce to one year or less after the
initial period, and compensation commitments should be robustly reduced to
reflect obligations to mitigate loss. The Company is in the process of finalising
the terms of the Malibu Life Omnibus Incentive Plan (the parameters of which
were approved by shareholders at the Extraordinary General Meeting on
August 14, 2025), and details of awards made under the plan will be shared
with stakeholders in due course be shared with stakeholders in due course.
It is the Company’s policy that the Chairman, senior independent Director
and chairmen of the committees be paid higher fees to reflect their additional
responsibilities. No Director is involved in deciding their own remuneration
outcome. Consistent with best practice, remuneration packages for any
new appointments to the Board and senior employees will be determined
in accordance with the remuneration policy.
Malibu Life Holdings Limited Annual Report 2025
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SUMMARY OF REMUNERATION
ARRANGEMENTS
When determining remuneration levels of the Directors, the Committee
takes into account market practice, peer group statistics and the
requirements of the role.
The Company operates a formal and transparent procedure for
developing the policy on Executive Directors’ remuneration. The
policy-setting process, governance steps, external advice (where
used) and the rationale for decisions will be documented to evidence
independence and transparency and will be available for reporting
in the Annual Report. When authorising remuneration outcomes,
the Remuneration Committee will exercise independent judgement
and discretion, taking account of Company performance, individual
performance and wider circumstances. Any discretionary adjustments
will be supported by a clear rationale and documented.
Director** Fees (£) Salary(£)
Dimitri Goulandris 212,987 –
Rupert Dorey 137,387 –
Richard Boléat 185,436 –
Liad Meidar 158,795 –
Gary Dombowsky – 386,617
Joshua Targoff 45,308 –
Luana Majdalani 45,308 –
* During the year, the Company also paid the following directors who resigned during
the year and are excluded from the table above: Claire Whittet (£46,828), Huw Evans
(£50,567), and Vivien Gould (£1,417). Vivien Gould resigned from the Board with
effect from January 10, 2025, and both Claire Whittet and Huw Evans subsequently
resigned on August 14, 2025.
** Director fees for Dimitri Goulandris, Rupert Dorey, Richard Boléat, and Liad Meidar
reflect the full year ended December 31 2025. Salary for Gary Dombowsky and
director fees for Joshua Targoff and Luana Majdalani reflect the period from their
appointment on September 12 2025 to December 31 2025.
Annual Bonus and LTIP Outcomes
No annual bonus or LTIP awards were made in respect of 2025.
Remuneration for the Coming Year
In 2026, the Committee intends to:
• implement a formal annual bonus framework;
• develop a long-term incentive award structure under the Omnibus
Incentive Plan; and
• formalise the remuneration policy (including engagement with
shareholders).
Senior Executive Pay and Culture
Given the Company’s early stage, formal CEO pay ratio disclosures will
be considered once a broader workforce population is established. The
Committee will ensure future disclosures meet any Code expectations
and support transparency on fairness and cultural alignment. Further
enhancements and disclosures will take place in respect of the following:
• detailing performance metrics and risk adjustments for incentives;
• formal malus and clawback provisions post-implementation of
incentive arrangements; and
• disclosure of shareholder engagement outcomes following the AGM.
Shareholder Engagement
The Company intends to engage with shareholders on remuneration
matters during 2026.
Committee Evaluation
The Committee conducted an initial effectiveness review and concluded
that it has operated effectively during its establishment phase. As activity
levels increase, the Committee will further formalise its processes and
undertake more detailed annual evaluations.
External Adviser
• Adviser: Korn Ferry
• Services: Remuneration benchmarking and policy advice
• Fees: $60,000
• The Committee is satisfied that Korn Ferry is independent and that it does
not have any other connection with the Company or individual directors
The Company’s approach to Directors and executive remuneration is
guided by key principles designed to support the Company’s strategic
objectives and deliver sustainable value for shareholders. Our framework
is expected to be designed to achieve the following:
• Balanced Objectives – Structure remuneration to achieve an
appropriate balance between short-term performance goals and
long-term strategic objectives, supporting the delivery of The
Company’s strategy and sustainable shareholder returns.
• Alignment with Shareholders – Ensure that Executive Director,
senior management and employees have interests aligned with the
long-term success and value creation for shareholders.
• Market Competitiveness – Offer a competitive remuneration
framework that attracts, retains and motivates top talent, enabling
The Company to perform successfully.
• Commitment to Fairness – Uphold practices that promote fairness
and equity in remuneration across all levels of the organisation.
• Performance-Driven Culture – Design compensation to foster a
sustainable, high-performance culture that aligns with the business
plan and operates within the Company’s agreed risk appetite.
Malibu Life Holdings Limited Annual Report 2025
72
ASSET LIABILITY MANAGEMENT
COMMITTEE REPORT
Dear Shareholders,
I am pleased to present my report as Asset Liability Management
(“ALM”) Committee Chairman for the financial year ended December 31,
2025. The Asset Liability Management Committee is a new Company
committee, reflecting the Company’s migration from an investment
company to a reinsurance operating company. While the Company’s
operating model relies on the expertise of its growing in-house executive
leadership and certain third-party service providers, including Third
Point, Board oversight function of asset-liability management is an
important element of the Company’s governance framework.
This report summarises the early work of the ALM Committee,
as well as the areas of focus in the coming years.
Dimitri Goulandris
Chair of the Asset Liability Management Committee
Overview of Assets and Liabilities
• High-quality asset portfolio as of year-end 2025
− 92% invested in Investment Grade fixed income and cash
− 8% risk budget for Alternatives (currently 1% in Alternatives with
7% in High Yield)
− Refer to annual report page 21 for further information
• Liability profile
− Reserve mix of 57% FIA and 43% MYGA, all within surrender
charge periods
− Weighted average life of approximately 6 years
The prudent management
of assets and liabilities
lies at the core of Malibu’s
spread-based business
model and this task
will continue to be an
iterative and collaborative
one between Malibu’s
Executive Team, Third
Point and the Board
of Directors.”
Dimitri Goulandris
Chair of the Asset Liability Management Committee
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Committee Memberships
and Attendance
The Committee’s membership during the year included Dimitri Goulandris,
Rupert Dorey, Richard Boléat and Joshua Targoff, with attendance from
Gary Dombowsky and senior representatives of management and advisers
as appropriate. As the Committee was formed after the transaction,
it convened on two occasions during the year, in October and
December 2025.
Areas of Focus
The ALM Committee is responsible for several different areas of
oversight, including:
• reviewing the performance of the Asset Manager and compliance
with the asset management agreements;
• reviewing features and structure of insurance liabilities with
respect to predictability of future cash flow requirements and
other insurance risks;
• reviewing the duration and cash flow matching between assets
and its insurance liabilities to ensure credit quality;
• reviewing diversification and liquidity; and
• making whatever recommendations to the Board it deems
appropriate on any area within its remit where action or improvement
is needed.
We believe the ALM Committee has made good progress in establishing
engagement with Third Point and the Company’s Executive Team on
several different areas, including delineating duties and responsibilities
of the Committee and Third Point, formalising the level of transparency
afforded to the committee as well as the cadence of reporting, regular
review of service providers relevant to asset and liability management,
and approving the terms of reference for the Committee.
In addition to monitoring the Company’s asset and liability management,
the Committee also plans to continue overseeing the performance
and composition of the Master Fund, which as of year-end 2025 still
comprises the majority of the Company’s assets. The Committee
receives regular updates from Third Point and its investment team in
order to gauge drivers of performance, liquidity and pace of redemptions
to fund new Malibu business.
Conclusion
The formation of the Asset Liability Management Committee in 2025
was an important step in continuing the buildout of a word class life and
annuity platform. The prudent management of assets and liabilities lies
at the core of the Company’s spread-based business model, and this
task will continue to be an iterative and collaborative one between the
Company’s Executive Team, Third Point and the Board of Directors.
Malibu Life Holdings Limited Annual Report 2025
74
Financial
Statements
CHAPTER 03
The Group’s consolidated financial
statements have been prepared in
accordance with relevant accounting
principles generally accepted in the
United States (“US GAAP”).
Malibu Life Holdings Limited Annual Report 2025
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03
IN THIS SECTION
78 Independent Auditor’s Report
85 Consolidated Balance Sheets
86 Consolidated Statements of Comprehensive Income
87 Consolidated Statements of Changes in
Shareholders’ Equity
88 Consolidated Statements of Cash Flows
90 Notes to Consolidated Audited Financial Statements
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Malibu Life Holdings Limited Annual Report 2025
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF MALIBU LIFE HOLDINGS LIMITED
Opinion
In our opinion:
• Malibu Life Holdings Limited’s group financial statements (the
“financial statements”) give a true and fair view of the state of the
group’s affairs as at December 31, 2025 and of the group’s profit for
the year then ended; and
• the financial statements have been properly prepared in accordance
with accounting principles generally accepted in the United States
of America.
We have audited the financial statements of Malibu Life Holdings Limited
(the “parent company”) and its subsidiaries (together the “group”) for
the year ended December 31, 2025 which comprise the consolidated
balance sheet, the consolidated statement of comprehensive income,
the consolidated statement of changes in shareholders’ equity, the
consolidated statement of cash flows and the related notes 1 to 21,
including material accounting policy information.
The financial reporting framework that has been applied in their
preparation are the accounting principles generally accepted in the
United States of America.
Basis for Opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the Auditor’s responsibilities
for the audit of the financial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We are independent of the group and parent company in accordance
with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied to
listed entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Conclusions Relating to Going Concern
In auditing the financial statements, we have concluded that the
directors’ use of the going concern basis of accounting in the preparation
of the financial statements is appropriate. Our evaluation of the directors’
assessment of the group’s ability to continue to adopt the going concern
basis of accounting included:
• confirmed our understanding of management’s going concern
assessment process and obtaining management’s assessment
which covers the period to June 30, 2027;
• evaluated management’s forecast analysis by comparing the
levels of liquidity from the parent company’s investments in Third
Point Offshore Fund, Ltd. (“TP Offshore”) with budgeted operating
expenses and anticipated commitments associated with the parent
company’s strategic initiatives through the going concern period;
• evaluated management’s forecast analysis to understand the severity
of the downside scenarios that would be required to occur to result
in the elimination of liquidity headroom and considered the actions
available to management in such scenarios;
• performed enquiries of management and those charged with
governance to identify risks or events that may impact the group’s
ability to continue as a going concern; and
• assessed the appropriateness of the going concern disclosures
by comparing the disclosures with management’s assessment
and considering their compliance with the relevant reporting
requirements.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the group’s ability to continue
as a going concern for a period to June 30, 2027.
In relation to the group’s reporting on how they have applied the UK
Corporate Governance Code, we have nothing material to add or
draw attention to in relation to the directors’ statement in the financial
statements about whether the directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect
to going concern are described in the relevant sections of this report.
However, because not all future events or conditions can be predicted,
this statement is not a guarantee as to the group’s ability to continue as
a going concern.
Overview of Our Audit Approach
Audit scope • We performed an audit of the complete financial information of two components and specified
procedures on one component.
Key audit matters • Valuation of insurance liabilities
• Valuation of higher estimation uncertainty (HEU) funds withheld assets
• Acquisition of Malibu Life Reinsurance SPC (“Malibu Life Re”) and the parent company’s transition
to an insurance holding company
Materiality • Overall group materiality of US$5.6 million which represents 1% of equity.
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An Overview of the Scope of the Group Audit
Tailoring the Scope
We have followed a risk-based approach when developing our audit
approach to obtain sufficient appropriate audit evidence on which to
base our audit opinion. We performed risk assessment procedures,
with input from our component auditors, to identify and assess risks
of material misstatement of the financial statements and identified
significant accounts and disclosures.
When identifying components at which audit work needed to be
performed to respond to the identified risks of material misstatement of
the financial statements, we considered our understanding of the group
and its business environment, the applicable financial framework and the
group’s system of internal control at the entity level.
We identified two components as individually relevant to the group due to
significant risks or areas of higher assessed risk of material misstatement
of the financial statements being associated with the components and
financial size of the components relative to the group.
For those individually relevant components, we identified the
significant accounts where audit work needed to be performed at
these components by applying professional judgement, the reasons for
identifying the financial reporting component as an individually relevant
component and the size of the component’s account balance relative to
the group significant financial statement account balance.
In addition to the components mentioned, we have selected one
component for specified procedures.
Having identified the components for which work will be performed, we
determined the scope to assign to each component.
Of the three components selected, we designed and performed audit
procedures on the entire financial information of the parent company and
Malibu Life Re (“full scope components”). For the remaining component,
the parent company’s investments in TP Offshore, we performed specified
procedures for one or more relevant significant accounts (“specified
procedures component”).
Our scoping to address the risk of material misstatement for each key
audit matter is set out in the Key audit matters section of our report.
Involvement with Component Teams
In establishing our overall approach to the group audit, we determined the
type of work that needed to be undertaken at each of the components by
us, as the group audit engagement team, or by component auditors from
other EY global network firms operating under our instruction.
The group audit team followed a programme of planned visits that was
designed to ensure that the lead audit engagement partner and/or other
senior members of the primary team visited each in scope component
location during the period to review and oversee the procedures
performed by local teams. During the current year’s audit cycle, visits
were undertaken by the primary audit team to each of the in-scope
component teams. These visits involved discussing the audit approach
with the component team and any issues arising from their work,
meeting with local management and reviewing relevant audit working
papers on risk areas. The group audit team interacted regularly with the
component teams where appropriate during various stages of the audit,
reviewed relevant working papers and were responsible for the scope
and direction of the audit process. Where relevant, the section on key
audit matters details the level of involvement we had with component
auditors to enable us to determine that sufficient audit evidence had
been obtained as a basis for our opinion on the group as a whole.
This, together with the additional procedures performed at the parent
company level, gave us appropriate evidence for our opinion on the
financial statements.
Climate Change
Stakeholders are increasingly interested in how climate change will
impact the group. The group has determined that the most significant
future impacts from climate change on their operations will be from
climate transition and physical risks. These are explained in the required
Task Force on Climate-Related Financial Disclosures in the Strategic
Report. All of these disclosures form part of the “Other information,” rather
than the audited financial statements. Our procedures on these unaudited
disclosures therefore consisted solely of considering whether they are
materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appear to be materially
misstated, in line with our responsibilities on “Other information”.
In planning and performing our audit we assessed the potential impacts
of climate change on the group’s business and any consequential
material impact on its financial statements.
The group has explained in the Basis of Presentation and Preparation
in Note 3 Significant Accounting Policies how they have reflected the
impact of climate change in their financial statements. Note 3 disclosed
the Directors’ assessment that the valuation of the group’s principal
financial assets that are measured at fair value or using the net asset
value practical expedient reflects market participants’ assessment of
climate-related risks to the extent they affect pricing.
Our audit effort in considering the impact of climate change on
the financial statements was focussed on evaluating the Directors’
assessment that climate change does not have a material impact on
the judgements and estimates applied in preparing these consolidated
financial statements. As part of this evaluation, we performed our own
risk assessment, supported by our climate change internal specialists, to
determine the risks of material misstatement in the financial statements
from climate change which needed to be considered in our audit.
We also challenged the Directors’ considerations of climate change
risks in their assessment of going concern and viability and associated
disclosures.
Based on our work we have not identified the impact of climate change
on the financial statements to be a key audit matter or to impact a key
audit matter.
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Malibu Life Holdings Limited Annual Report 2025
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included
those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement
team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon, and we do not
provide a separate opinion on these matters.
Risk Our response to the risk
Valuation of insurance liabilities at fair value
($1.33 billion, 2024: nil)
Refer to the Audit Committee Report and Notes 3, 8
and 9 of the Financial Statements
The group’s insurance liabilities arising from its
reinsurance treaty, which are measured at fair value,
are sensitive to key actuarial assumptions set by
management.
Judgment is involved in setting actuarial
assumptions, particularly the dynamic lapse
assumptions and renewal crediting rates specific
to fixed income annuity products. There is a risk
that these assumptions do not reflect the group’s
operating experience.
We also considered the integrity and appropriateness
of the actuarial model and methodology employed by
the group’s outsourced service provider to be critical
to the valuation of insurance liabilities.
Using EY actuaries as part of our audit team, we performed the following procedures:
• Obtained an understanding of management’s process and tested the design and
implementation of controls in valuing its insurance liabilities at fair value including
the setting of key actuarial assumptions;
• Understood the terms of the reinsurance treaty and the details and terms of the
products reinsured by the group;
• Understood and tested that the valuation methodology has been implemented by
the outsourced service provider appropriately and in line with US GAAP guidelines;
• Tested the key actuarial assumptions used in the calculation of the liabilities,
with a particular focus on corroborating the dynamic lapse assumptions set by
management by evaluating the appropriateness of the experience data and variables
used by the outsourced service provider; and challenging the renewal crediting
rates assumptions set by management for fixed income annuity (FIA) products by
comparing with the future pricing assumptions set by the cedant and market survey
data provided by the outsourced service provider;
• Independently re-created the insurance liabilities for a sample of policies which
adequately reflect the different characteristics of the treaty population and
compared to management’s recorded insurance liabilities; and
• Tested the presentation and disclosures of insurance liabilities at fair value in the
financial statements.
Key observations communicated to the Audit Committee
We determined that:
• the actuarial assumptions used by management fall within a reasonable range;
• the actuarial model and methodology employed by the group’s outsourced service provider are appropriate; and
• the recorded insurance liabilities at fair value are reasonable.
How we scoped our audit to respond to the risk and involvement with component teams
We performed full scope audit procedures over this risk which resided in the Malibu Life Re component and covered 100% of the risk amount. The
Group audit team’s involvement with the component team and procedures performed are detailed in the Involvement with component audit teams’
section of our report.
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF MALIBU LIFE HOLDINGS LIMITED CONTINUED
Malibu Life Holdings Limited Annual Report 2025
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Risk Our response to the risk
Valuation of higher estimation uncertainty
(HEU) funds withheld assets ($312 million,
2024: nil)
Refer to the Audit Committee Report and Notes 3
and 8 of the Financial Statements
The group holds a number of complex and illiquid
financial investments within the fund withheld
assets that are hard-to-value, and whose valuation is
subject to higher estimation uncertainty (HEU). We
considered that those with subjective or uncertain
inputs are a significant risk, specifically mortgage-
backed and asset-backed securities, corporate bonds,
bank loans and over-the-counter (OTC) derivatives.
To conclude over the valuation of these HEU fund withheld assets, we:
• Obtained an understanding of management’s process and tested the design
and implementation of key controls in valuing the HEU fund withheld assets.
• Assessed the appropriateness of pricing methodologies used to value HEU
fund withheld assets with reference to the requirements of ASC 820, Fair Value
Measurement.
• Engaged EY valuation specialists to test the reasonableness of the valuation of
a sample of HEU investments and OTC derivatives by assessing management’s
valuation using broker quotes or calculating an independent range of reasonable
fair values.
• Tested the related disclosures (including fair value hierarchy) to ensure appropriate
application of US GAAP.
Key observations communicated to the Audit Committee
We determined that the valuation of HEU fund withheld assets fall within a reasonable range.
How we scoped our audit to respond to the risk and involvement with component teams
We performed full scope audit procedures over this risk which resided in the Malibu Life Re component and covered 100% of the risk amount. The
Group audit team’s involvement with the component team and procedures performed are detailed in the Involvement with component audit teams’
section of our report.
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Malibu Life Holdings Limited Annual Report 2025
Risk Our response to the risk
Acquisition of Malibu Life Re and the
company’s transition to an insurance
holding company
Refer to the Audit Committee Report and Notes 3, 6
and 7 of the Financial Statements
The parent company completed the acquisition of
Malibu Life Re on September 12, 2025 on a NAV-for-
NAV basis. The transaction valued Malibu Life Re at
US$62 million.
Following its acquisition of Malibu Life Re, the parent
company completed a strategic review which led
to the parent company revisiting its investment
company status in accordance with ASC 946,
Financial Services – Investment Companies and
concluded that it no longer met the investment
company criteria. Therefore, the parent company
ceased to apply ASC 946 from September 12,
2025 and prospectively applied the presentation
and disclosure requirements under ASC 205,
Presentation of Financial Statements and other
relevant US GAAP standards.
There is a risk that:
• The acquisition of Malibu Life Re may not be
appropriately accounted for and disclosed in the
financial statements in accordance with ASC 805;
and
• The accounting considerations, including
presentation and disclosures in the financial
statements, relating the parent company’s
transition to being a reinsurance holding
company are not in accordance with
US GAAP requirements.
We performed the following procedures:
• Obtained an understanding of management’s financial statements close process
and tested the design and implementation of key controls over the preparation of the
financial statements, including the accounting for the acquisition of Malibu Life Re.
• Specific to the acquisition of Malibu Life Re:
– Obtained the sale and purchase agreement to understand the key terms of the
acquisition;
– Performed an assessment of whether the acquisition is correctly accounted for
in accordance with ASC 805 in the financial statements, including the recognition
and measurement of the identifiable assets and liabilities assumed;
– Tested the valuation of material assets acquired and liabilities assumed as at the
acquisition date;
– Corroborated that the fair value of the parent company’s ordinary shares issued,
equalled the fair value of net assets acquired; and
– Tested the completeness of the disclosures related to the acquisition in the
financial statements.
• On the presentation and disclosures in the financial statements post-acquisition:
– Performed an assessment of whether the parent company ceased to meet
the criteria of an investment company in accordance with ASC 946 upon its
completion of the acquisition of Malibu Life Re; and
– Tested the presentation and disclosures in financial statements in line with
requirements of ASC 946 and other relevant US GAAP standards.
Key observations communicated to the Audit Committee
We determined that:
• the acquisition of Malibu Life Re has been appropriately accounted for and disclosed in the financial statements in accordance with ASC 805; and
• the presentation and disclosures in the financial statements, relating to the parent company’s transition to being a reinsurance holding company,
are in accordance with US GAAP requirements.
How we scoped our audit to respond to the risk and involvement with component teams
We performed full scope audit procedures together with our Malibu Life Re component team over this risk which covered 100% of the risk amount.
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF MALIBU LIFE HOLDINGS LIMITED CONTINUED
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Our Application of Materiality
We apply the concept of materiality in planning and performing the audit,
in evaluating the effect of identified misstatements on the audit and in
forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in
the aggregate, could reasonably be expected to influence the economic
decisions of the users of the financial statements. Materiality provides
a basis for determining the nature and extent of our audit procedures.
We determined materiality for the group to be US$5.6 million (2024:
US$12.3 million), which is 1% (2024: 2%) of equity/net assets. We believe
that equity/net assets provide us with an appropriate basis for audit
materiality as it is a key published performance measure and is a key
metric used by management in assessing and reporting on overall
performance. The change in the percentage of audit materiality is due
to the significant extent of business change during the audit period
and specifically, the parent company’s transition from an investment
company to an insurance holding company.
Performance Materiality
The application of materiality at the individual account or balance level. It
is set at an amount to reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected misstatements
exceeds materiality.
On the basis of our risk assessments, together with our assessment of the
group’s overall control environment, our judgement was that performance
materiality was 50% (2024: 75%) of our planning materiality, namely US$2.8
million (2024: US$8.5 million). We have set performance materiality at this
percentage due to the insufficient basis with which to assess the likelihood
of misstatements in the current audit period as a result of the extent of
significant business change.
Audit work was undertaken at component locations for the purpose of
responding to the assessed risks of material misstatement of the financial
statements. The performance materiality set for each component is
based on the relative scale and risk of the component to the group as a
whole and our assessment of the risk of misstatement at that component.
In the current year, the range of performance materiality allocated to
components was US$2.1 million to US$2.5 million.
Reporting Threshold
An amount below which identified misstatements are considered as
being clearly trivial.
We agreed with the Audit Committee that we would report to them all
uncorrected audit differences in excess of US$0.3 million (2024: US$0.6
million), which is set at 5% of planning materiality, as well as differences
below that threshold that, in our view, warranted reporting on qualitative
grounds.
We evaluate any uncorrected misstatements against both the quantitative
measures of materiality discussed above and in light of other relevant
qualitative considerations in forming our opinion.
Other Information
The other information comprises the information included in the annual
report comprising the About Us, Strategic Report, Governance Report
and Additional Information other than the financial statements and our
auditor’s report thereon. The directors are responsible for the other
information contained within the annual report.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in this
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the course of the
audit, or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material misstatement
in the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of the
other information, we are required to report that fact.
We have nothing to report in this regard.
Director’s Remuneration Report
As per the engagement letter dated February 4, 2026, the directors have
engaged us to audit the information in the Directors’ Remuneration Report
that is described as having been audited as if the parent company were a
UK incorporated company.
In our opinion, the part of the Directors’ Remuneration Report to be
audited has been properly prepared in accordance with the Companies
Act 2006 as if those requirements applied to the parent company.
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement
relating to the group and parent company’s compliance with the provisions
of the UK Corporate Governance Code specified for our review by the UK
Listing Rules.
Based on the work undertaken as part of our audit, we have concluded
that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements or our
knowledge obtained during the audit:
• Directors’ statement with regards to the appropriateness of adopting
the going concern basis of accounting and any material uncertainties
identified;
• Directors’ explanation as to its assessment of the company’s prospects,
the period this assessment covers and why the period is appropriate;
• Directors’ statement on whether it has a reasonable expectation that
the group will be able to continue in operation and meets its liabilities;
• Directors’ statement on fair, balanced and understandable;
• Board’s confirmation that it has carried out a robust assessment of
the emerging and principal risks;
• The section of the annual report that describes the review of
effectiveness of risk management and internal control systems; and
• The section describing the work of the audit committee.
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Malibu Life Holdings Limited Annual Report 2025
Responsibilities of Directors
As explained more fully in the directors’ responsibilities statement, the
directors are responsible for the preparation of the financial statements
and for being satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the group’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the group
or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the
Financial Statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these
financial statements.
Explanation as to What Extent the Audit Was Considered
Capable of Detecting Irregularities, Including Fraud
Irregularities, including fraud, are instances of non-compliance with laws
and regulations. We design procedures in line with our responsibilities,
outlined above, to detect irregularities, including fraud. The risk of not
detecting a material misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery or intentional misrepresentations,
or through collusion. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection
of fraud rests with both those charged with governance of the parent
company and management.
• We obtained an understanding of the legal and regulatory frameworks
that are applicable to the group and determined that the most
significant are the relevant laws and regulations related to elements
of company law, insurance regulation and tax legislation, and the
financial reporting framework.
• We understood how the group is complying with those frameworks
by making enquiries of management and those responsible for legal
and compliance matters. We also reviewed correspondence between
the group and regulatory bodies; reviewed minutes of the Board
and its Committees; and gained an understanding of the group’s
governance framework.
• Based on this understanding we designed our audit procedures
to identify non-compliance with such laws and regulations. Our
procedures involved making enquiries of those charged with
governance and senior management for their awareness of
any non-compliance of laws or regulations, enquiring about the
policies that have been established to prevent non-compliance with
laws and regulations by officers and employees and enquiring about
the group’s methods of enforcing and monitoring compliance with
such policies.
• We assessed the susceptibility of the financial statements to material
misstatement, including how fraud might occur by considering the
controls that the group has established to address risks identified by
the group, or that otherwise seek to prevent, deter or detect fraud.
Our procedures over our key audit matters and other significant
accounting estimates included challenging management on the
assumptions and judgements made in determining these estimates.
• To address the pervasive risk as it relates to management override,
we also performed procedures including identifying journal entries
based on risk criteria and comparing the identified entries to
supporting documentation.
• The group operates in the insurance industry which is a highly
regulated environment. As such, the lead audit engagement partner
considered the experience and expertise of the primary audit team
and the component teams to ensure that the team had the appropriate
competence and capabilities, which included the use of specialists
where appropriate.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council’s website at
https://www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
Use of Our Report
This report is made solely to the parent company’s members, as a body,
in accordance with our engagement letter dated February 4 2026. Our
audit work has been undertaken so that we might state to the parent
company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than
the parent company and the parent company’s members as a body, for
our audit work, for this report, or for the opinions we have formed.
Ernst & Young LLP
Ernst & Young LLP
Birmingham, United Kingdom
April 22, 2026
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF MALIBU LIFE HOLDINGS LIMITED CONTINUED
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CONSOLIDATED BALANCE SHEETS
As at December 31, 2025
| 2025 | 2024 | ||
| Notes | US$ | US$ | |
| Assets | |||
Funds withheld assets, at fair value | 8 | ||
Investment in Third Point Offshore Fund, Ltd., at fair value | 6 | ||
Available-for-sale securities, at fair value (amortised cost US$34,358,065; 2024: US$0) | 5 | ||
Investment in Participation Note | 3 | ||
Cash and cash equivalents | 4 | ||
Restricted cash and cash equivalents | 4 | ||
Other investment funds, at fair value | 8 | ||
Redemption receivable | |||
Due from broker | |||
Other assets | |||
Total assets | |||
| Liabilities and shareholders’ equity/net assets | |||
| Liabilities: | |||
Insurance liabilities, at fair value | 9 | ||
Deferred Redemption Payable | 7 | ||
Deferred tax liability | 10 | ||
Insurance balance payable | |||
Accrued expenses and other liabilities | |||
Administration fee payable | |||
Total liabilities | |||
| Shareholders’ equity/Net assets | |||
Share capital | |||
Additional paid-in capital | |||
Accumulated other comprehensive income | |||
Retained earnings | |||
Total Shareholders’ equity/Net assets | |||
Total liabilities and shareholder’s equity/Net assets | |||
| Number of Ordinary Shares in issue | |||
US Dollar Shares | |||
| Book value per Ordinary Share/Net assets value per Ordinary Share | |||
US Dollar per Shares | |||
| Number of Ordinary B Shares in issue | |||
US Dollar Shares |
Basis of Presentation of Consolidated Balance Sheets
(a) On September 12, 2025, the Company completed its acquisition of Malibu Life Reinsurance SPC and its segregated portfolio, Malibu Life
Reinsurance SP 1 (“Malibu Life Re”), transitioning from an investment company to an operating company. The Consolidated Balance Sheets
as of December 31, 2025 include the assets and liabilities of Malibu Life Re, consolidated in accordance with ASC 805, Business Combinations
(“ASC 805”), and ASC 810, Consolidation (“ASC 810”). Refer to Notes 2 and 3 for further details.
(b) The comparative period as of December 31, 2024 was prepared under ASC 946, Financial Services – Investment Companies (“ASC 946”),
does not include Malibu Life Re, and presents shareholders’ equity as a single net assets figure rather than in its component parts. Accordingly,
the two periods are not directly comparable.
(c) As a result of the acquisition described in (a), the Company presents only consolidated financial statements for the year ended December 31,
2025 and has not prepared separate standalone (parent-only) financial statements, as the Directors have determined that consolidated financial
statements provide the most meaningful presentation of the Group’s financial position, results of operations, and cash flows.
See accompanying notes.
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Malibu Life Holdings Limited Annual Report 2025
| 2025 | 2024 | ||
| Notes | US$ | US$ | |
Allocation from Third Point Offshore Fund, Ltd. – Pre-Acquisition Period (January 1 2025 to September 11 2025) 1 | |||
| Realised and unrealised gain from investment transaction allocated from Third Point Offshore Fund, Ltd. | |||
Net realised gain/(loss) from securities, derivative contracts and foreign currency translations | ( | ||
Net change in unrealised gain on securities, derivative contracts and foreign currency translations | |||
| Net (loss)/gain from currencies | ( | ||
| Total net realised and unrealised gain from investment transactions allocated from Third Point | |||
| Offshore Fund, Ltd. | |||
| Net investment gain allocated from Third Point Offshore Fund, Ltd. | |||
Interest income | |||
Dividends, net of withholding taxes of US$283,629; (2024: US$920,885) | |||
Other income | |||
Incentive allocation | ( | ( | |
Stock borrowing fees | ( | ( | |
Investment Management fee | ( | ( | |
Dividends on securities sold, not yet purchased | ( | ( | |
Interest expense | ( | ( | |
| Other expenses | ( | ( | |
Total net investment (loss)/gain allocated from Third Point Offshore Fund, Ltd. 3 | ( | ||
Reinsurance operations – Post-Acquisition Period (September 12 2025 – December 31 2025) 2 | |||
| Revenue | |||
Net investment loss | ( | ||
Investment-related gains | |||
Income from Third Point Offshore Fund Ltd 3 | 6 | ||
| Total Revenue | |||
| Expenses | |||
Fair value changes associated with reinsurance contracts | 9 | ( | |
Strategic review fees | 7 | ( | |
Administration fee | 11 | ( | ( |
Directors’ fees | 12 | ( | ( |
Other fees | ( | ( | |
Expenses paid on behalf of Third Point Offshore Independent Voting Company Limited | 11 | ( | ( |
| Total Expenses | ( | ( | |
| Net income before tax | |||
Income tax expense | 10 | ( | |
| Net income after tax | |||
Change in fair value of available-for-sale securities, net of tax benefits/(expense) of 2025: (US$26,457); 2024: US$0 | |||
| Change in insurance liabilities due to own credit risk, net of tax benefits/(expenses) of 2025: (US$563,261); 2024: US$0 | |||
| Other comprehensive income | |||
| Total comprehensive income | |||
Basic and diluted earnings per Ordinary Share 4 |
1 The Pre-Acquisition Period represents the results of the Company on a standalone basis from January 1, 2025 to September 11, 2025, prepared under ASC 946. The Company’s
results during this period reflect its proportionate allocation of the Master Fund’s income, realised and unrealised gains and losses, and allocated expenses. The 2024 comparative
reflects the full year under ASC 946 on the same basis.
2 The Post-Acquisition Period represents the consolidated results of the Group from September 12, 2025 to December 31, 2025, prepared under operating company accounting in
accordance with ASC 805, ASC 810, and ASC 944, Financial Services – Insurance (“ASC 944”). Malibu Life Re’s revenues, expenses, assets and liabilities are fully consolidated
from the Acquisition Date. The Company’s continuing interest in TP Offshore is accounted for under ASC 321, Investments – Equity Securities (“ASC 321”), measured at fair value
using the net asset value (“NAV”) per share practical expedient under ASC 820, Fair Value Measurements (“ASC 820”), during this period. The periods are not directly comparable
due to differences in the scope of consolidation and the applicable accounting framework. Refer to Note 3 and 7 for further details.
3 For the Pre-Acquisition Period from January 1, 2025 to September 11, 2025 and the year ended December 31, 2024, gain or loss on the underlying activity of the Participation
Notes is included within Net investment gain allocated from Third Point Offshore Fund, Ltd. For the post-acquisition period from September 12, 2025 to December 31, 2025,
such amounts are included within Income from Third Point Offshore Fund, Ltd.
4 Basic and diluted earnings per Ordinary Share for the year ended December 31, 2025 is US$1.23, based on net income after tax of US$21,371,616 and a weighted average of
17,415,545 Ordinary Shares outstanding. Ordinary B Shares are excluded as they carry no rights to distribution of profits. No earnings per share is presented for the year ended
December 31, 2024 as the Company was subject to ASC 946 which exempts investment companies from the earnings per share requirements of ASC 260, Earnings Per Share.
See accompanying notes.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the year ended December 31, 2025
Malibu Life Holdings Limited Annual Report 2025
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| Accumulated | Total | ||||
| Other | Shareholders’ | ||||
| Share | Additional Paid- | Comprehensive | Retained | Equity/Net | |
| Capital | in Capital | Income | Earnings | assets 1 | |
| US$ | US$ | US$ | US$ | US$ | |
Balance at January 1, 2024 (under ASC 946) | |||||
Share redemptions | ( | ||||
Net income | |||||
Balance at December 31, 2024 | |||||
Share redemptions | ( | ||||
Net income | |||||
Balance at September 12, 2025 (under ASC 946) | |||||
Reclassification on transition to operating company 1 | |||||
Balance at September 12, 2025 (under ASC 944) | |||||
Share issuance | |||||
Share redemptions | ( | ( | |||
Net income | |||||
Other comprehensive income | |||||
Balance at December 31, 2025 (under ASC 944) |
1 Prior to the Acquisition Date, the Company operated as an investment company under ASC 946 and all shareholders’ equity was presented as a single net assets figure. Upon
transitioning to operating company accounting on September 12, 2025, the pre-transition net assets balance of US$567,648,651 was reclassified in its entirety to Additional Paid-
in Capital. This reclassification is presentational only and has no effect on total shareholders’ equity, net income, or previously reported net asset values for any period presented.
Refer to Notes 2 and 3 for further details.
See accompanying notes.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the year ended December 31, 2025
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Malibu Life Holdings Limited Annual Report 2025
| 2024 | ||
| 2025 | (Restated) 1 | |
| US$ | US$ | |
| Cash flows from operating activities | ||
Net income after tax | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||
Change in investment in Third Point Offshore Fund, Ltd., Pre-Acquisition Period under ASC 946 (Note 3) | ( | |
Change in investment in Participation Notes., Pre-Acquisition Period under ASC 946 (Note 3) | ||
Net investment gain allocated from Third Point Offshore Fund, Ltd., Post-Acquisition Period under ASC 321 (Note 3) | ( | |
Net realised gains on available-for-sale securities | ( | |
Net accretion on available-for-sale securities | ( | |
| Changes in operating assets and liabilities: | ||
Decrease/(increase) in funds withheld assets | ( | |
Decrease/(increase) in due from broker | ( | |
Decrease/(increase) in redemptions receivable | ||
Decrease/(increase) in other assets | ( | |
Increase/(decrease) in insurance liabilities | ||
Increase/(decrease) in insurance balance payable | ||
Increase/(decrease) in accrued expenses and other liabilities | ( | |
Increase/(decrease) in deferred tax liability | ||
Increase/(decrease) in admin fee payable | ||
Net cash provided by operating activities | ||
| Cash flows from investing activities | ||
Proceeds from redeeming investments in Third Point Offshore Fund, Ltd. | ||
Purchases of available-for-sale securities | ( | |
Proceeds from sales of available-for-sale securities | ||
Purchases of investment funds | ( | |
Cash and cash equivalents, and restricted cash and cash equivalents acquired in connection with the acquisition of Malibu (Note 7) | ||
Net cash used in investing activities | ||
| Cash flows from financing activities | ||
Proceeds from share subscriptions | ||
Payments for share redemptions and share buybacks | ( | |
Net cash used in financing activities | ( | |
Net increase in cash, cash equivalents, and restricted cash and cash equivalents | ||
Cash, cash equivalents and restricted cash and cash equivalents – beginning of year | ||
Cash, cash equivalents and restricted cash and cash equivalents – end of year |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION
December 31
2025
US$
December 31
2024
US$
Issuance of shares in exchange for net assets of Malibu (Note 7) 61,679,118 –
In-kind redemption of investment in Third Point Offshore Fund, Ltd. satisfied through distribution of Participation Notes (Note 3) 7,405,598 12,371,645
Redemption of Company Shares from Master Fund – 185,135,757
Subscriptions – (161,941,964)
Cancellation of Company shares under the share buyback programme (Note 15) (9,671,209) (185,135,757)
Issuance of deferred redemption payable in connection with the acquisition of Malibu Life Re (Note 7) 10,541,546 –
Reconciliation of cash and cash equivalents, and restricted cash and cash equivalents
Cash and cash equivalents 16,243,939 250,194
Restricted cash and cash equivalents 10,883,612 –
Total 27,127,551 250,194
1 The Consolidated Statements of Cash Flows for the years ended December 31, 2025 and December 31, 2024 have been prepared using the indirect method. The comparative year
ended December 31, 2024 was previously presented using the direct method, which was appropriate for the Company’s operations as a feeder fund under ASC 946. Following
the Company’s transition to a reinsurance operating company, the Directors determined that the indirect method provides a more meaningful and informative presentation of
the Group’s cash flows, better reflecting the nature of its operations and enhancing comparability across periods. In accordance with ASC 250, Accounting Changes and Error
Corrections, this change has been applied retrospectively and the comparative period restated accordingly. Both methods are permissible under ASC 230, Statement of Cash
Flows, and this change in presentation has no impact on net cash provided by or used in operating, investing or financing activities, nor on total cash and cash equivalents as
reported in the Consolidated Balance Sheets. Refer to Note 3 for further details.
See accompanying notes.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the year ended December 31, 2025
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NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS
1. The Company
on the London Stock Exchange. The Company holds no direct insurance license or reinsurance operations. Through its wholly-owned subsidiary, Malibu
Life Reinsurance SPC (“Malibu Core”) and its segregated portfolio, Malibu Life Reinsurance SP 1 (“SP1” and, together with Malibu Core, “Malibu Life Re”),
the Company provides asset-intensive life and annuity reinsurance solutions supported by integrated asset management capabilities. The Company
is focused on the fastest growing segments of the US life insurance universe – including multi-year guaranteed annuities (“MYGAs”) and fixed index
annuities (“FIAs”).
For the purposes of these consolidated financial statements, the Company and Malibu Life Re are collectively referred to as the “Group.”.
2. Organisation
Investment Objective and Policy (Pre-Acquisition)
Prior to September 12, 2025 (the “Acquisition Date”, as further described below), the Company’s investment objective was to provide shareholders
with consistent long-term capital appreciation. The Company pursued this objective by investing substantially all of its capital in shares of Third
Point Offshore Fund, Ltd. (“TP Offshore”), an exempted company incorporated under the laws of the Cayman Islands on October 21, 1996 and
registered under the Mutual Fund Act with the Cayman Islands Monetary Authority. References to “TP Offshore” throughout these consolidated
financial statements and comparative disclosures relate solely to Third Point Offshore Fund, Ltd. The term “Master Fund” as used in these notes
refers exclusively to the Pre-Acquisition Period during which the Company operated as a feeder fund investing through TP Offshore. Following the
Acquisition Date, the Company’s investment in TP Offshore is accounted for as an equity investment under ASC 321, measured at fair value using the
NAV per share practical expedient with ASC 820.
TP Offshore’s investment objective was to generate consistent long-term capital appreciation by deploying capital across securities and other financial
instruments in select asset classes, sectors and geographies, through both long and short positions. TP Offshore is managed by Third Point LLC (the
“Investment Manager”) and, prior to the fund restructuring described below, invested all of its investable capital in Third Point Offshore Master Fund
L.P. (the “Master Partnership”), an exempted limited partnership organised under the laws of the Cayman Islands, of which Third Point Advisors II L.L.C.,
an affiliate of the Investment Manager, served as general partner.
Fund Restructuring
Effective January 1 2025, the Investment Manager restructured its primary investment funds. As part of this restructuring, a new master fund – Third
Point Master Fund LP (the “TP Master Fund”), a Cayman Islands exempted limited partnership of which Third Point Advisors GP LLC, an affiliate of the
Investment Manager, serves as general partner – was established to replace the Master Partnership as the underlying fund of TP Offshore. The TP
Master Fund pursues the same investment objective, strategies and restrictions as the Master Partnership.
To effect the restructuring, the Master Partnership transferred substantially all of its assets to the TP Master Fund and distributed its remaining capital
back to TP Offshore, which was subsequently reinvested into the TP Master Fund. Following the restructuring, TP Offshore ceased to invest through
the Master Partnership and now invests directly in the TP Master Fund. The Company continues to hold its investment in TP Offshore. No gain or loss
was recognised by the Company as a result of this restructuring.
Acquisition of Malibu Life Re and Strategic Transition
On September 12, 2025 (the “Acquisition Date”), the Company acquired 100% of the issued ordinary shares of Malibu Core and 100% of the issued
segregated portfolio shares attributable to SP1 from Malibu Life Holdings LLC (the “Seller”), a Delaware limited liability company. The acquisition was
completed on a NAV-for-NAV basis through the issuance of new ordinary shares in the Company, resulting in a change of control of Malibu Life Re.
Immediately following the acquisition, the Company transferred its ownership interest in Malibu Life Re to a newly formed Delaware holding company,
Malibu (US) Intermediate LLC (“HoldCo”), which is owned 98% by MLHL and 2% by Malibu (Cayman) Intermediate Ltd., a wholly-owned subsidiary of
MLHL. HoldCo serves as the immediate parent of Malibu Core. The Company has issued non-voting segregated portfolio shares attributable to SP1
to HoldCo.
Malibu Core was incorporated on February 1, 2024 as an exempted segregated portfolio company with limited liability under the provisions of the
Insurance Act (2010) of the Cayman Islands. Malibu Core holds an unrestricted Class “B(iii)” insurance license, granted on April 25, 2024, which
permits it to transact insurance business, other than domestic business, from within the Cayman Islands. Malibu Core conducts its reinsurance
operations through its first segregated portfolio, Malibu Life Reinsurance SP 1 (“SP1”), which is the contracting entity under the reinsurance
agreement with the cedant.
Following the acquisition, the Company discontinued its master-feeder fund structure and transitioned from an investment company to a reinsurance
operating holding company. In connection with this transition, the Company redomiciled from Guernsey to the Cayman Islands, changed its name to
Malibu Life Holdings Limited, and adopted the trading ticker symbol “MLHL” on the London Stock Exchange.
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NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS CONTINUED
2. Organisation (continued)
Investment Manager
Third Point LLC (the “Investment Manager”) is a limited liability company formed on October 28, 1996 under the laws of the State of Delaware. The
Investment Manager was appointed on June 29, 2007 and is responsible for the management and investment of the assets of TP Offshore and the TP
Master Fund on a discretionary basis, subject to certain investment restrictions. Prior to the Acquisition Date, the Investment Manager managed the
Company’s assets indirectly through its management of the Master Partnership and, following the fund restructuring described above, through the
TP Master Fund. Following the Acquisition Date, the Company’s investment in TP Offshore continues to be managed by the Investment Manager. The
Investment Manager also provides strategic and operational support services to Malibu Life Re pursuant to a separate strategic services agreement.
Under the Investment Management Agreement, the Investment Manager was entitled to a fixed management fee and, subject to certain conditions, an
incentive allocation at the level of TP Offshore and the TP Master Fund. During the Pre-Acquisition Period (January 1, 2025 to September 12, 2025), these
fees were included within the net investment gain from Third Point Offshore Fund, Ltd. Following the Acquisition Date, management fees and incentive
allocations, together with other income and expenses allocated from TP Offshore, are presented within “Income from Third Point Offshore Fund, Ltd.” in
the Consolidated Statements of Comprehensive Income. The terms of the management fee and incentive allocation are disclosed in Note 17.
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NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS CONTINUED
3. Significant Accounting Policies (continued)
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3. Significant Accounting Policies (continued)
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS CONTINUED
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| December 31 | December 31 | |
| 2025 | 2024 | |
| US$ | US$ | |
Cash and cash equivalents | 16,243,939 | 250,194 |
Restricted cash and cash equivalents | 10,883,612 | – |
Total | 27,127,551 | 250,194 |
5. Available-for-Sale Securities, at Fair Value
The table below shows fair value and gross unrealised gains and losses of the Group’s available-for-sale investments with unrealised losses that are
not deemed to be impaired, aggregated by investment category as of December 31, 2025:
| Amortised Cost | Unrealised Gain | Unrealised Loss | Fair Value | |
| US$ | US$ | US$ | US$ | |
| Available-for-sale securities, at fair value | ||||
Asset-backed securities | 11,563,412 | – | 139,820 | 11,423,592 |
Residential mortgage-backed securities | 3,500,627 | 18,973 | – | 3,519,600 |
Commercial mortgage-backed securities | 11,891,192 | 4,843 | 166,515 | 11,729,520 |
Corporate bonds | 3,914,928 | 226,914 | – | 4,141,842 |
Equity securities – preferred stock | 2,499,933 | – | – | 2,499,933 |
Bank debts | 987,973 | 14,002 | – | 1,001,975 |
Total | 34,358,065 | 264,732 | 306,335 | 34,316,462 |
No allowance for credit losses has been recognised as of December 31, 2025. None of the securities have been in a continuous unrealised loss
position exceeding four months from the Acquisition Date to December 31, 2025.
The table below shows maturity distribution of the fixed income securities as of December 31, 2025:
| 2025 | ||
| Amortised Cost | Fair Value | |
| US$ | US$ | |
Within 1 year | – | – |
From 1 to 5 years | 8,959,072 | 9,049,870 |
From 5 to 10 years | 880,301 | 961,000 |
After 10 years | 24,518,692 | 24,305,592 |
Total | 34,358,065 | 34,316,462 |
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS CONTINUED
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The breakdown categories of net investment loss on Available-For-Sale Securities for the period from Acquisition Date to December 31, 2025
included in investment-related gains in the Consolidated Statements of Operations are as follows:
| For the period from | |
| acquisition date to | |
| December 31 2025 | |
| US$ | |
Interest income on cash and cash equivalents | 241,889 |
Interest income on available-for-sale securities | 551,257 |
Realised gain on available-for-sale securities | 123,998 |
Net accretion on available-for-sale securities | 71,665 |
Other investment expenses | (1,096,559) |
Net investment loss | (107,750) |
Fair values of interest rate sensitive instruments may be affected by increases and decreases in prevailing interest rates, which generally translate,
respectively, into decreases and increases in fair values of fixed income investments. The fair values of interest rate sensitive instruments also may
be affected by the credit worthiness of the issuer, prepayment options, relative values of other investments, the liquidity of the instrument, and other
general market conditions.
The Group evaluated each security and considered the severity and duration of the impairment, the current rating on the bond, and the outlook for the
issuer based on available information such as internal assessments or market conditions. The Group found that the declines in fair value are most likely
attributable to increases in interest rates, and there is no evidence that the likelihood of not receiving all the contractual cash flows as expected has
changed. If the Group determines that there has been credit deterioration, an allowance for credit losses would be recognised, which is recorded in
net income. The allowance for credit losses is limited to the amount by which fair value is less than amortised cost. If the Group determines that it does
not intend to sell, and it is more likely than not that it will be required to sell the security prior to recovering its amortised cost basis, only the credit loss
portion is recognised in net income via allowance for credit losses, with the remaining unrealised loss recorded in other comprehensive income.
For the period from Acquisition date to December 31, 2025, the Group determined that none of its investment securities were impaired and therefore
no credit loss was recorded. Adverse investment market conditions, or poor operating results of underlying investments, could result in impairment
charges in the future.
6. Investment in TP Offshore
The Company’s investment in TP Offshore consists of Class YSP shares, which are subject to the following redemption and gate provisions:
• Investor-level gate: The Company’s aggregate redemptions are limited to 25%, 33.33%, 50%, and 100% of the cumulative net asset value of
its Class YSP shares as of any four consecutive quarters, respectively. Redemptions are permitted on a monthly basis but may not exceed
these thresholds.
• Fund-level gate: TP Offshore maintains a fund-level gate that allows for aggregate redemptions of up to 20% of the fund’s assets on a quarterly
basis, subject to the discretion of the Board of Directors of TP Offshore.
These gate provisions may limit the Company’s ability to liquidate its investment in TP Offshore in any given period and are considered in the
Company’s assessment of liquidity risk.
The Company’s investment in TP Offshore represents a continuing economic interest that spans both accounting frameworks applied during the year.
The applicable accounting treatment across each period is as follows:
• Pre-Acquisition Period: The investment was carried at fair value under ASC 946, with the Company’s proportionate share of TP Offshore’s net
income, realised and unrealised gains and losses, and allocated expenses presented in accordance with ASC 946 in the Consolidated Statements
of Comprehensive Income.
• Acquisition Date: The fair value of the investment (US$480,327,921) became the deemed cost for the purposes of applying the operating company
accounting going forward. No gain or loss was recognised on transition.
• Post-Acquisition Period: The investment is accounted for under ASC 321. As TP Offshore does not have a readily determinable fair value, its
carrying amount is measured using the NAV per share as a practical expedient in accordance with ASC 820. Changes in the NAV of the Company’s
interest in TP Offshore are recognised in Income from Third Point Offshore Fund Ltd in the Consolidated Statements of Comprehensive Income.
Distributions received reduce the carrying amount of the investment.
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6. Investment in TP Offshore (continued)
| Investment in TP | Participation | ||
| Offshore | Note | Total | |
| US$ | US$ | US$ | |
Opening balance – January 1 2025 (fair value under ASC 946) | 549,212,373 | 16,340,602 | 565,552,975 |
| Pre-Acquisition Period – Measured at fair value (ASC 946) | |||
Income allocated from TP Offshore* | 38,305,779 | (469,307) | 37,836,472 |
Net (redemptions)/subscriptions | (107,190,231) | 5,785,056 | (101,4 05,175) |
Investment in TP Offshore, Fair value at September 12, 2025 (Deemed Cost) | 480,327,921 | 21,656,351 | 501,984,272 |
| Post-Acquisition Period – Measured at fair value (ASC 321) | |||
Share of net income/(loss) for the period | 9,849,943 | (108,582) | 9,741,361 |
Net (redemptions)/subscriptions | (48,620,544) | 1,620,542 | (47,000,002) |
Investment in TP Offshore, December 31 2025 | 441,557,320 | 23 ,168 ,311 | 464,725,631 |
* Refer to the Consolidated Statements of Comprehensive Income for the disaggregation of income allocated from Third Point Offshore Fund, Ltd.
For the Post-Acquisition Period from September 12, 2025 to December 31, 2025, the Group recognised income of US$9,741,361 from its investment in
TP Offshore and Participation Notes. As income is recognised through the Group’s proportionate allocation of TP Offshore’s net income rather than
through changes in quoted market prices, the Group considers the entire income amount to relate to the investment held at the reporting date.
7. Acquisition of Malibu Life Re
On the Acquisition Date, the Company completed the acquisition of 100% of the issued ordinary shares of Malibu Core and 100% of the issued
segregated portfolio shares attributable to SP1 from the Seller pursuant to the scheme of arrangement described in the prospectus dated September
8, 2025 (the “Prospectus”). Upon completion, Malibu Life Re became a wholly owned subsidiary of the Company and the Company ceased to qualify
as an investment company under ASC 946.
The primary purpose of the acquisition was to transition the Company from a closed-ended investment company into a reinsurance operating holding
company, enabling it to participate directly in the asset-intensive life and annuity reinsurance market. Through the acquisition, the Company obtained
control of Malibu Life Re’s existing reinsurance platform, including its reinsurance agreement with the cedant and the associated funds withheld
asset portfolio, providing a scalable operating platform for future growth in the U.S. fixed annuity market.
Accounting for the Acquisition
The acquisition has been accounted for using the acquisition method under ASC 805. Under this method, the identifiable assets acquired and
liabilities assumed have been recognised at their estimated fair values as of the Acquisition Date.
Consideration and Exchange Structure
The consideration for the acquisition was satisfied entirely through the issuance of new ordinary shares in the Company to the Seller on a NAV-for-NAV
basis. The number of Consideration Shares was determined by reference to the respective net asset values of the Company and book value of Malibu
Life Re, each calculated as at August 31, 2025 (the “Calculation Date”), being the last day of the month immediately preceding the month in which all
conditions precedent to the Acquisition (other than Admission) were satisfied, adjusted for certain transaction costs of the Company and the Seller in
accordance with the terms of the Prospectus. Approximately 95% of the Consideration Shares (being the Relevant Consideration Shares) were issued
at Completion based on estimated values, with the remainder subject to a post-Completion true-up mechanism. Total final Consideration Shares issued
were 1,889,809 at US$32.64 per share, representing total consideration of US$61,679,118.
As the Acquisition was completed on a NAV-for-NAV basis, with the fair value of the consideration transferred equal to the fair value of the net
identifiable assets acquired, no goodwill or gain on bargain purchase was recognised.
Fair Value of Identifiable Assets Acquired and Liabilities Assumed
The fair values presented in the table below are based on the book value of Malibu Life Re as at the Calculation Date. As the period between the
Calculation Date and the Acquisition Date was less than two weeks, and no material changes in the fair values of identifiable assets or liabilities
occurred during that period, the Directors determined that the Calculation Date values represent a reasonable approximation of fair values at the
Acquisition Date.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS CONTINUED
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The following table summarises the allocation of the consideration transferred to the fair values of the identifiable assets acquired and liabilities
assumed:
| As of August 31, 2025 | |||
| Core | SP1 | Combined | |
| US$ | US$ | US$ | |
| Assets: | |||
Cash and cash equivalents | 419,132 | 971,080 | 1,390,212 |
Available-for-sale securities, at fair value | – | 22,047,582 | 22,047,582 |
Other investment funds, at fair value | – | 4,662,726 | 4,662,726 |
Funds withheld assets, at fair value | – | 1,110,087,126 | 1,110,087,126 |
Insurance balance receivable 1 | – | 2,831,359 | 2,831,359 |
Restricted cash and cash equivalents | – | 5,914,125 | 5,914,125 |
Other assets | – | 119 , 28 9 | 119, 289 |
Deferred tax asset 2 | – | 508,475 | 508,475 |
Total assets | 419,132 | 1,147,141,762 | 1,147,560,894 |
| Liabilities and shareholder’s equity: | |||
Insurance Liabilities, at fair value | – | 1,075,499,574 | 1,075,499,574 |
Accrued expenses and other liabilities | – | 10,382,202 | 10,382,202 |
Total liabilities | – | 1,085,881,776 | 1,085,881,776 |
Fair value of net assets acquired | 419,132 | 61,259,986 | 61, 679,118 |
1 The insurance balance receivable of US$2,831,359 represents the gross contractual amount receivable under reinsurance settlements at the Acquisition Date. The fair value of
the receivable approximates the gross contractual amount and no contractual cash flows are expected to be uncollected. The balance may be in a receivable or payable position
at any given reporting date depending on the timing of reinsurance settlements; as of December 31, 2025, the net position is presented as insurance balance payable on the
Consolidated Balance Sheets.
2 The deferred tax asset of US$508,475 at the Acquisition Date reflects temporary differences at SP1 as of that date. As of December 31, 2025, the Group is in a net deferred tax
liability position of US$3,716,722 as disclosed in Note 10.
Acquisition-Related Costs
Total acquisition-related costs incurred in connection with the transaction amounted to US$35,859,610, of which US$26,333,774 was incurred by
the Company and US$9,525,836 was incurred by Malibu Life Re. These costs primarily comprise legal, advisory, and other professional fees directly
attributable to the acquisition. Of the amount incurred by Malibu Life Re, US$8,000,000 had been accrued on the Acquisition Date and was included in
the book value of the net assets acquired as part of the acquisition. Accordingly, total strategic review fees recognised in the Consolidated Statements
of Comprehensive Income for the year ended December 31, 2025 amounted to US$27,859,610.
Revenue and Earnings of Malibu Life Re Since Acquisition Date
Since the Acquisition Date, Malibu Life Re contributed total revenue of US$48,004,130, net income of US$9,880,280 and total comprehensive income
of US$12,098,742 to the Group’s consolidated results for the post-acquisition period from Acquisition Date to December 31, 2025.
Supplemental Pro Forma Information (Unaudited)
In accordance with ASC 805, the following unaudited supplemental pro forma information is presented to enable comparability across reporting
periods by illustrating the effect of the Acquisition on the Group’s consolidated results as though it had occurred on January 1 2024, or the respective
entity’s date of formation if later. As the Company’s actual 2025 consolidated results include Malibu Life Re only from the Acquisition Date, and the
2024 comparative period does not include Malibu Life Re, this pro forma information provides a like-for-like basis for evaluating the Group’s combined
operations across both periods.
| Year ended | Year ended | |
| December 31 | December 31 | |
| 2025 | 2024 | |
| (Pro Forma) | (Pro Forma) | |
| US$ | US$ | |
Total revenue | 147,196,590 | 123,078,832 |
Net income | 51,615,582 | 115 , 276 ,9 0 8 |
Total comprehensive income | 53,622,309 | 115, 38 0, 281 |
Note: The 2024 pro forma period for SP1 begins April 25, 2024 (date of formation) and for SPC begins February 1, 2024 (date of incorporation), as neither entity existed prior to those
dates. Accordingly, the pro forma assumes the acquisition occurred on the later of January 1 2024 or the respective entity’s date of formation/incorporation.
The pro forma results for the year ended December 31, 2025 include an adjustment to eliminate non-recurring acquisition-related costs of
US$35,859,610, comprising legal, advisory, and other professional fees directly attributable to the Acquisition. No such adjustment was required for
the year ended December 31, 2024.
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Malibu Life Holdings Limited Annual Report 2025
7. Acquisition of Malibu Life Re (continued)
The pro forma financial information is presented for illustrative purposes only and does not purport to represent what the Group’s results of
operations would have been had the Acquisition occurred on January 1 2024, nor is it indicative of future results.
Deferred Redemption Payable
In connection with the Redemption Offer completed on September 19, 2025, the Company is obligated to pay Redeeming Shareholders their pro rata
entitlement to the net proceeds from the realisation of the Illiquid Redemption Portfolio. The deferred redemption payable has no stated maturity date
and will be settled in cash as the underlying assets within the Company’s investment in Third Point Offshore Fund, Ltd. are realised.
The deferred redemption payable is carried at fair value, which is included in the fair value of the Company’s investment in Third Point Offshore Fund,
Ltd. As of December 31, 2025, the carrying value of the deferred redemption payable was US$10,541,546 (December 31, 2024: nil).
For the year ended December 31, 2025, the Company recognised an unrealised loss of US$59,593 on the underlying assets attributable to the
deferred redemption, which is included in the income allocated from Third Point Offshore Fund, Ltd. A corresponding gain of US$59,593, representing
the decline in the deferred redemption payable to the Redeeming Shareholders, is included in other fees in the Consolidated Statements of
Comprehensive Income. The net impact on the Group’s results is nil as the two amounts offset.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS CONTINUED
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| Total | Level 1 | Level 2 | Level 3 | |
| US$ | US$ | US$ | US$ | |
| Assets: | ||||
| Available-for-sale securities, at fair value: | ||||
Asset-backed securities | 11,423,592 | – | 11,423,592 | – |
Residential mortgage-backed securities | 3,519,600 | – | 3,519,600 | – |
Commercial mortgage-backed securities | 11,72 9 ,520 | – | 11,72 9 ,520 | – |
Corporate bonds | 4,141,842 | – | 4,141,842 | – |
Equity securities – preferred stock | 2,499,933 | – | 2,499,933 | – |
Bank debt | 1,001,975 | – | 1,001,975 | – |
Total available-for-sale securities, at fair value | 34,316,462 | – | 34,316,462 | – |
Funds withheld assets* | 1,373,985,536 | – | 1,362,846,242 | 11,139, 29 4 |
Total assets, at fair value | 1,408,301,998 | – | 1,397,162,704 | 11,139, 2 94 |
| Liabilities: | ||||
Insurance liabilities, at fair value | 1,333,852,308 | – | – | 1,333,852,308 |
Total liabilities, at fair value | 1,333,852,308 | – | – | 1,333,852,308 |
Assets | Fair Value (US$) | Valuation Technique | Unobservable Input | Range |
| Funds Withheld Assets: | ||||
Corporate bonds | 11,139, 29 4 | Discounted Cash Flow | Transaction spread | 0.65% - 1.77% |
| Funds Withheld Assets – | |
| Bank Loans | |
| US$ | |
Balance at Acquisition Date | 10,672,790 |
Unrealised gains included in investment related gains | 466,504 |
Purchases | – |
Sales, maturities, redemptions | – |
Transfers into Level 3 | – |
Transfers out of Level 3 | – |
Balance at December 31 2025 | 11,13 9,294 |
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Malibu Life Holdings Limited Annual Report 2025
8. Fair Value Measurement (continued)
| Fair Value | ||||
Year | Liabilities | US$ | Unobservable Inputs | Percentage |
December 31, 2025 | Insurance liabilities, at fair value | 1,333,852,308 | Non-performance risk spread | 2.48% |
9. Insurance Liabilities, at Fair Value
Various assumptions used to determine the future policy benefit reserves of life insurance include valuation interest rates, mortality assumptions and
withdrawals. The following table presents a breakdown of the insurance liabilities from Calculation Date to December 31, 2025.
| 2025 | |
| US$ | |
Insurance liabilities, as of August 31, 2025 | 1,075,499,574 |
Interest accrual | 22,318,912 |
Change in market conditions | 1,723,543 |
Change in inforce | (9,184,641) |
Impact of new business | 246,503,110 |
Others | (3,008,190) |
Insurance liabilities as of December 31 2025 | 1,333,852,308 |
For the Post-Acquisition Period, the Group recognised fair value changes associated with reinsurance contracts totalling US$33,154,215 in the
Consolidated Statements of Comprehensive Income. This amount represents the net movement between net premiums assumed under the Group’s
reinsurance contracts and the corresponding change in insurance liabilities, measured at fair value. No fair value changes associated with reinsurance
contracts were recognised prior to the Acquisition Date as Malibu Life Re was not consolidated during that period.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS CONTINUED
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| 2025 | 2024 | |
| US$ | US$ | |
Guernsey (not subject to tax) | 11,491,336 | 114, 273,784 |
Cayman Islands (not subject to tax) | (1,717,577) | – |
United States (SP1 – section 953(d) election) | 15,234,336 | – |
Income before income tax | 25,008,095 | 114,273,784 |
| December 31 2025 | |
| US$ | |
Current tax | 1,000 |
Deferred tax | 3,635,479 |
Total | 3,636,479 |
| December 31 2025 | |
| US$ | |
Tax expense on change in fair value of available-for-sale securities | (26,457) |
Tax expense on change in insurance liabilities due to own credit risk | (563,261) |
Net tax expense | (589,718) |
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Malibu Life Holdings Limited Annual Report 2025
10. Taxation (continued)
| Amount | Rate | |
| US$ | % | |
Net income before tax | 25,008,095 | |
Tax at U.S. federal statutory rate (21%) | (5,251,700) | (21%) |
Effect of income earned by entities in non-taxable jurisdictions and others | 1,615,221 | 6.5% |
Effective income tax expense | (3,636,479) | (14.5%) |
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS CONTINUED
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| 2025 | |
| US$ | |
| Deferred tax assets: | |
Deferred acquisition costs | 282,742 |
Ceding Commissions costs | 1,613,846 |
Start-up costs | 165,564 |
Available-for sale-securities | 77,468 |
Insurance liabilities | 5,002,157 |
Net loss carryforward | 7,618,302 |
Total gross deferred tax assets | 14,760,079 |
| Deferred tax liabilities: | |
Own credit risk | (610,902) |
Funds withheld assets | (17,864,097) |
Prepaid assets | (1,802) |
Total gross deferred tax liabilities | (18,476,801) |
Net deferred tax liabilities | (3,716,722) |
11. Material Agreements
Administration Fees
Under the terms of an Administration Agreement dated June 29, 2007, the Company appointed Northern Trust International Fund Administration
Services (Guernsey) Limited (“Northern Trust”) as administrator and corporate secretary. Following the Acquisition Date, the Company changed its
administrator and corporate secretary. The role of administrator transitioned to Artex Risk Solutions (Cayman) Limited, the insurance manager of
Malibu Life Re. The role of corporate secretary transitioned to Walkers Corporate Limited.
Prior to the transition of the administrator, Northern Trust was paid fees based on the NAV of the Company, payable quarterly in arrears. The fee is at a
rate of 2 basis points of the NAV of the Company for the first £500 million of NAV and a rate of 1.5 basis points for any NAV above £500 million. This fee is
subject to an annual minimum fee of £125,000 per annum. Northern Trust is also entitled to an annual corporate governance fee of £60,000, payable in
equal quarterly instalments at the end of each quarter, for its company secretarial and compliance activities. In addition, the Administrator is entitled to
be reimbursed out-of-pocket expenses incurred in the course of carrying out its duties, and may charge additional fees for certain other services.
Under the terms agreed with Artex Risk Solutions (Cayman) Limited, Artex is entitled to an annual fee of US$30,000, payable quarterly in arrears. Artex
is also entitled to be reimbursed for reasonable out-of-pocket expenses incurred in the performance of its duties and may charge additional fees for
ad hoc or non-routine services.
Walkers Corporate Limited, as Corporate Secretary, is entitled to change to meeting support fixed fee of US$3,000 per Board or Committee meeting,
plus reimbursement of reasonable out-of-pocket expenses. Additional fees may be charged for non-standard company secretarial services or
regulatory filings beyond the agreed scope.
Total consolidated administration fees for the year ended December 31, 2025, which include fees incurred by Malibu Life Re in respect of its own
administration arrangements from the Acquisition Date, amounted to US$287,588 (December 31, 2024: US$130,281) with US$86,844 outstanding
(December 31, 2024: US$15,981) at year-end.
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Malibu Life Holdings Limited Annual Report 2025
11. Material Agreements (continued)
Sub-Advisor Fees
The Investment Manager appointed J.P. Morgan Investment Management Inc. as the discretionary investment manager for certain assets of Malibu
Life Re, in exchange for investment management fees. The total fees charged by J.P. Morgan for the year ended December 31, 2025 amounted to
US$160,908.
VoteCo
The Company has entered into a support and custody agreement with Third Point Offshore Independent Voting Company Limited (“VoteCo”)
whereby, in return for the services provided by VoteCo, the Company will provide VoteCo with funds from time to time in order to enable VoteCo to
meet its obligations as they fall due. Under this agreement, the Company has also agreed to pay all the expenses of VoteCo, including the fees of the
directors of VoteCo, the fees of all advisors engaged by the directors of VoteCo and premiums for directors and officers insurance. The Company has
also agreed to indemnify the directors of VoteCo in respect of all liabilities that they may incur in their capacity as directors of VoteCo. The expense
paid by the Company on behalf of VoteCo and are separately presented in the Consolidated Statements of Comprehensive Income amounted to
US$145,652 (December 31, 2024: US$107,075). As at December 31, 2025 expenses accrued by the Company on behalf of VoteCo amounted to
US$62,030 (December 31, 2024: US$30,395) and are included in the accrued expenses and other liabilities line of the Consolidated Balance Sheets.
12. Directors’ Fees
The Directors’ fees during the year amounted to US$1,249,925 (December 31, 2024: US$453,965) with US$354,299 outstanding (December 31, 2024:
US$nil) at year-end.
The current fee rates for the individual Directors are as follows;
Name | Fee Per Annum |
Chairman of the Remuneration and Nomination Committee | £180,000 |
Chairman of the Audit Committee | £165,000 |
Non-Executive Director | £150,000 |
Chairman/Chairman of the Asset Management Engagement Committee* | £190,000 |
Non-Executive Director | £150,000 |
Non-Executive Director | £150,000 |
Chief Executive Officer | £743,494 |
* Chairman of the Board is also the Chairman of the Asset Management Engagement Committee.
The Directors are also entitled to be reimbursed for expenses properly incurred in the performance of their duties as Director, including travel expenses.
2025 | 2024 | |||
| The Company | Malibu Life Re | Total | The Company | |
| US$ | US$ | US$ | US$ | |
Audit fees | 751,518 | 201,000 | 952,518 | 140,000 |
| Non-audit fees | ||||
Interim review | 86,372 | – | 86,372 | 60,000 |
Other non-assurance services | 1,038,426 | – | 1,038,426 | – |
Total | 1,876,316 | 201,000 | 2,077,316 | 200,000 |
14. Statutory and Regulatory Capital Requirements
The Group’s reinsurance operations are conducted through Malibu Core and its segregated portfolio, SP1, which are regulated by the Cayman Islands
Monetary Authority (“CIMA”). Malibu Core holds an unrestricted Class B(iii) insurance license issued by CIMA under the Insurance Act (2010) of the
Cayman Islands and is subject to ongoing regulatory supervision.
Malibu Core is required to maintain a minimum capital requirement (“MCR”) of US$400,000 and a prescribed capital requirement (“PCR”) in accordance
with the Insurance (Capital and Solvency) (Classes B, C and D Insurers) Regulations (2018 Revision). The PCR is equivalent to a NAIC risk-based capital
(“RBC”) ratio of 500%. As at December 31, 2025 and December 31, 2024, both Malibu Core and SP1 were in compliance with these requirements.
SP1 is also subject to collateralisation requirements specified in its reinsurance agreement with the cedant. Additional capital contributions may be
made to SP1 by the Group as needed to support expected business volumes and ensure that applicable capital requirements continue to be met.
These regulatory and contractual capital requirements may limit the ability of Malibu Life Re to distribute capital to the Company.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS CONTINUED
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| Shares | |
| Number of Ordinary Shares | |
Shares issued at beginning of the year | 17,770,129 |
Shares issued | 4,055,423 |
Shares cancelled | (4,754,490) |
Net shares issued/(cancelled) during the year | (699,067) |
Shares in issue at end of the year | 17,071,062 |
| B Shares | |
| Number of Ordinary B Shares | |
Shares in issue at beginning of the year | 11,846,754 |
Shares issued | 2,703,616 |
Shares cancelled | (3,169,662) |
Net shares cancelled during the year | (466,046) |
Shares in issue at end of the year | 11,380,708 |
16. Calculation of Net Asset Value
Following the acquisition of Malibu Life Re on September 12, 2025 and the Company’s subsequent transition from an investment fund to a
reinsurance operating company, the presentation of the consolidated financial statements has been revised. As a result, the Group presents
shareholders’ equity rather than NAV. While the terminology has changed, the basis of calculation remains consistent. Equity represents the residual
interest in the Group’s assets after deducting its liabilities and is calculated as total assets less total liabilities.
Although the term “NAV” is no longer used for financial reporting purposes, equity per share continues to be calculated on the same basis – by
dividing total equity by the number of ordinary shares in issue at the reporting date.
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Malibu Life Holdings Limited Annual Report 2025
18. Segment Reporting
The Group’s CODM is the Chief Executive Officer. The CODM manages the business and evaluates operating performance based on consolidated
net income after tax. The Group operates as a single operating and reportable segment: asset-intensive life and annuity reinsurance. All of the Group’s
reinsurance operations are conducted through Malibu Life Re and are focused on the U.S. fixed annuity market.
Prior to the Acquisition Date, the Company operated as an investment company under ASC 946, which exempts investment companies from the segment
reporting requirements of ASC 280. Accordingly, no segment information is presented for the comparative year ended December 31, 2024 or for the Pre-
Acquisition Period (January 1, 2025 to September 11, 2025).
The following table presents the measure of segment profit or loss, significant segment expenses regularly provided to the CODM, and total segment
assets as required by ASC 280, for the period from the Acquisition Date to December 31, 2025:
| From September 12, 2025 to December 31 2025 | |
| US$ | |
| Revenue | |
Net investment loss | (43,161) |
Investment-related gains | 48,106,174 |
Income from Third Point Offshore Fund Ltd. | 9,741,361 |
Total revenue | 57,804,374 |
| Expenses: | |
Fair value changes associated with reinsurance contracts | (33,154,215) |
Strategic review fees | (5,569,313) |
Directors’ fees | (948,872) |
Other expenses | (6,942,820) |
Total expenses | (46,615,220) |
Segment net income before tax | 11,189,154 |
Income tax expense | (3,636,479) |
Segment net income after tax | 7,552,675 |
Total segment assets as at December 31, 2025 | 1,925,024,319 |
The Group operates as a single reportable segment. Accordingly, there are no reconciling items between the segment amounts presented above and
the corresponding consolidated totals.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS CONTINUED
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Major Customers
The Group’s reinsurance operations are conducted under a single reinsurance treaty with one U.S.-based life insurance company which represented
100% of the Group’s post-acquisition reinsurance activity from the Acquisition Date to December 31, 2025. The Group’s post-acquisition revenue,
comprising net investment income and investment-related gains, is substantially derived from assets held in connection with the reinsurance agreement
with the cedant. As the Group has elected the fair value option under ASC 825 for its reinsurance contracts, the financial effects of the reinsurance
agreement – including premiums assumed and changes in insurance liabilities – are measured on a net fair value basis and reported within fair value
changes associated with reinsurance contracts in the Consolidated Statements of Comprehensive Income. Accordingly, gross reinsurance premiums
are not separately identifiable within the consolidated results. No other customer contributed 10% or more of consolidated revenue.
Income from Third Point Offshore Fund Ltd., included within total revenue, relates to the Company’s continuing investment in the Master Fund and is
not attributable to the cedant.
19. Financial Highlights
Following the acquisition of Malibu Life Re on the Acquisition Date, the Company transitioned from an investment company to a reinsurance operating
company and ceased to apply ASC 946. Accordingly, the financial highlights disclosure requirements applicable to investment companies under ASC
946 do not apply for the year ended December 31, 2025, and no financial highlights have been presented for that period.
The following table presents selected data for a single Ordinary Share in issue for the year ended December 31, 2024, during which the Company
qualified as an investment company under ASC 946 throughout the entire reporting period.
| US Dollar Shares | |
| December 31 2024 | |
| US$ | |
| Per Share Operating Performance | |
Net Asset Value beginning of the year | 25.43 |
| Income from Operations | |
Net realised and unrealised gain from investment transactions allocated from Third Point Offshore Fund, Ltd. | 6.33 |
Net loss | (0.20) |
Total Return from Operations | 6.13 |
Share buyback accretion | 0.35 |
Net Asset Value, end of the year | 31.91 |
Total return before incentive fee allocated from Third Point Offshore Fund, Ltd. | 25.97% |
Incentive allocation from Third Point Offshore Fund, Ltd. | (0.49%) |
Total return after incentive fee allocated from Third Point Offshore Fund, Ltd. | 25.48% |
Total return from operations reflects the net return for an investment made at the beginning of 2024 and is calculated as the change in the NAV per
Ordinary Share during the year ended December 31, 2024. An individual Shareholder’s return may vary from these returns based on the timing of their
purchases and sales of shares on the market.
| US Dollar Shares | |
| December 31 2024 | |
| US$ | |
| Supplemental data | |
Net Asset Value, end of the year | 567,105,693 |
Average Net Asset Value, for the year 1 | 578,163,517 |
| Ratio to average net assets | |
Operating expenses 2 | (5.07%) |
Incentive fee allocated from Master Fund | (0.49%) |
Total operating expenses | (5.56%) |
Net loss 3 | (0.31%) |
1 Average Net Asset Value for the year ended December 31, 2024 is calculated based on published monthly estimates of NAV.
2 Operating expenses are Company expenses together with operating expenses allocated from the Master Fund.
3 Net loss is taken from the Consolidated Statements of Comprehensive Income and is the net investment gain/(loss) for the year allocated from the Master Fund less the Company
expenses over the average net asset value for the year.
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Malibu Life Holdings Limited Annual Report 2025
20. Ongoing Charge Calculation
As disclosed in Note 2, the Company ceased to qualify as an investment company under the AIC framework following its acquisition of Malibu on
Acquisition Date, transitioning thereafter to an operating reinsurance company. Accordingly, the AIC’s recommended methodology for calculating
ongoing charges does not apply to the year ended December 31, 2025.
Ongoing charges have been calculated and presented only for the year ended December 31, 2024, during which the Company qualified as an
investment company throughout the entire reporting period. In line with AIC guidance, an Ongoing Charge has been disclosed both including and
excluding performance fees, which were charged at the Master Fund level. The Ongoing charges for year ended December 31, 2024 excluding
performance fees and including performance fees are based on Company expenses and allocated Master Fund expenses, as outlined below.
| December 31 2024 | |
| Excluding performance fees | |
US Dollar Shares | 2.33% |
| Including performance fees | |
US Dollar Shares | 3.31% |
21. Subsequent Events
The Directors confirm that, up to the date of approval, which is April 22, 2026, when these consolidated financial statements were available to be
issued, there have been no events subsequent to the balance sheet date that require additional disclosure in these consolidated financial statements.
NOTES TO THE CONSOLIDATED AUDITED FINANCIAL STATEMENTS CONTINUED
Malibu Life Holdings Limited Annual Report 2025
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Malibu Life Holdings Limited Annual Report 2025
110
Additional
Information
CHAPTER 04
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Additional Information
110 Investor Information
110 Management and Administration
113 Legal Information
04
IN THIS SECTION
112
Malibu Life Holdings Limited Annual Report 2025
ADDITIONAL INFORMATION
Investor Information
Financial Calendar
• Year end December 31.
• Annual results announced and Annual Report published in April.
• Annual General Meeting held in May/June.
• Interim results announced in September.
Website
Further information about Malibu Life Holdings Limited, including share
price and NAV performance, monthly reports and quarterly investor
letters, is available on the Company’s website:
www.malibulifeinsurance.com
Management and Administration
Directors
Rupert Dorey (Chairman)
1
Dimitri Goulandris
1
Richard Boléat
1
Liad Meidar
1
Joshua L Targoff
2
Gary Dombowsky
2
Luana Majdalani
2
1 These Directors are independent of the Investment Manager.
2 Gary Dombowsky, Josh Targoff and Luana Majdalani are non-executive directors
nominated by the Investment Manager.
Registrar
MUFG Corporate Markets (Guernsey) Limited
Central Square
29 Wellington Street
Leeds
LS1 4DL
United Kingdom
Registered Office
Auditors
Ernst & Young LLP
1 More London Place
London
SE1 2AF
Administrator
Artex Risk Solutions (Cayman) Limited
3rd Floor, Windward 3 | Suite 301
Regatta Office Park
PO Box 10233
Grand Cayman, KY1-1002
Cayman Islands
Company Secretary
Walkers Corporate Limited
190 Elgin Avenue
George Town
Grand Cayman KY1-9001
Cayman Islands
Legal Advisers (UK and US Law)
Herbert Smith Freehills LLP
Exchange House, Primrose Street,
London
EC2A 2HS
United Kingdom
Legal Advisers (Guernsey Law)
Mourant Ozannes (Guernsey) LLP
Royal Chambers, St Julian’s Avenue,
St Peter Port
Guernsey
GY1 4HP
Channel Islands
Legal Advisers (Cayman Law)
Mourant Ozannes (Cayman) LLP
94 Solaris Avenue, Camana Bay
PO Box 1348, Grand Cayman, KY1-1108
Cayman Islands
Receiving Agent
MUFG Corporate Markets (UK) Limited
Central Square
29 Wellington Street
Leeds
LS1 4DL
England
Malibu Life Holdings Limited Annual Report 2025
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Legal Information
The Company is a licensed life and annuity reinsurer based in the
Cayman Islands and is admitted to trading on the London Stock
Exchange. The Company partners with insurers by providing
asset-intensive reinsurance solution supported by integrated asset
management capabilities. The Company is focused on the fastest
growing segments of the US life insurance universe – including fixed
and fixed index annuities. The Company also has a direct investment
in Third Point Offshore Fund, Ltd (“Third Point Offshore”). Third Point
Offshore is managed by Third Point LLC (“Third Point” or “Investment
Manager”), an SEC-registered investment adviser headquartered
in New York.
Unless otherwise noted, all performance, portfolio exposure and other
portfolio data included herein relates to the Company. The Company’s
performance reflects its consolidated operations, which include: (i)
its investment in Third Point Offshore, a feeder fund of Third Point
Master Fund LP. (the “Master Fund”); managed by Third Point; and (ii)
the reinsurance operations of Malibu Life Reinsurance SPC and its
segregated portfolio, Malibu Life Reinsurance SP1 (together, “Malibu
Life Re”). Exposures are categorised in a manner consistent with the
Company’s classifications for portfolio and risk management purposes.
Following the acquisition of the Company transitioned from being a
closed-ended investment company to a reinsurance operating company.
Accordingly, the Company’s financial performance is no longer solely
determined by its exposure to TP Offshore or the Master Fund, but also
reflects the underwriting results, funds withheld assets, reinsurance
liabilities, and other operational items attributable to Malibu Re.
Given this Annual Report is the first Annual Report to be published
following the Company’s transition to being a reinsurance operating
company, there are no results comparable to prior periods for the
Company. Malibu Re also has limited historical financial information,
and very limited conclusions can be drawn from the Company’s past
performance as a closed-ended investment company. In any event,
past performance is not necessarily indicative of future results, and there
can be no assurance that the Company will achieve results comparable
to those of prior periods, or that the Company will be able to implement
its investment and reinsurance strategy or achieve its business
objectives or otherwise be profitable.
All information provided herein is for informational purposes only and
should not be deemed as a recommendation or solicitation to buy or
sell securities including any interest in any fund managed or advised by
Third Point. All investments involve risk including the loss of principal.
Specific companies or securities shown in this annual report are for
informational purposes only and meant to demonstrate the Company’s
investment style and the types of industries and instruments in which the
Company invests and are not selected based on past performance. The
analyses and conclusions of the Company contained in this annual report
include certain statements, assumptions, estimates and projections that
reflect various assumptions by the Company concerning anticipated
results that are inherently subject to significant economic, competitive,
and other uncertainties and contingencies and have been included
solely for illustrative purposes. No representations, express or implied,
are made as to the accuracy or completeness of such statements,
assumptions, estimates or projections or with respect to any other
materials herein. The Company may buy, sell, cover or otherwise change
the nature, form or amount of its investments, including any investments
identified in this annual report, without further notice and in Company’s
sole discretion and for any reason. The Company hereby disclaims any
duty to update any information in this annual report.
This annual report includes statements that are, or may be deemed to
be, “forward-looking statements”. These forward-looking statements
may be identified by the use of forward-looking terminology, including
the terms “believes”, “estimates”, “plans”, “goals”, “objective”, “rewards”,
“expectations”, “signals”, “projects”, “anticipates”, “expects”, “achieve”,
“intends”, “tends”, “on track”, “well placed”, “continued”, “estimated”,
“projected”, “preliminary”, “upcoming”, “may”, “will”, “aims”, “could” or
“should” or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals,
targets, future events or intentions or loss estimates. Forward-looking
statements include statements relating to the following: (i) future capital
requirements, capital expenditures, expenses, revenues, unearned
premiums pricing rate changes, terms and conditions, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, claims development, losses and loss estimates and
future business prospects; and (ii) business and management strategies
and the expansion and growth of the Company’s operations.
Forward-looking statements may and often do differ materially from
actual results. Forward-looking statements reflect the Company’s board
of director’s current view with respect to future events and are subject
to risks relating to future events and other risks, uncertainties and
assumptions relating to the Company’s business, results of operations,
financial position, liquidity, prospects, growth and strategies. These
risks, uncertainties and assumptions include, but are not limited to: the
possibility of greater frequency or severity of claims and loss activity
than the Company’s underwriting, reserving or investment practices
have anticipated; effectiveness of the Company’s risk management and
loss limitation methods, including to manage volatility; the development
of the Company’s technology platforms; the impact that the Company’s
future operating results, capital position and ratings may have on
the execution of its business plan, capital management initiatives or
dividends; the Company’s ability to implement successfully its business
plan and strategy; the premium rates which are available within the
Company’s targeted business lines and at policy inception; the pattern
and development of premiums as they are earned; increased competition
on the basis of pricing, capacity or coverage terms and the related
demand and supply dynamics; the successful recruitment, retention and
motivation of key management and the potential loss of key personnel;
the credit environment for issuers of fixed maturity investments in the
Company’s portfolio; the impact of Third Point’s management of Third
Point Offshore which forms part of the Company’s investment assets;
the impact of the ongoing conflicts in Ukraine and the Middle East, the
impact of swings in market interest rates, currency exchange rates and
securities prices; changes by central banks regarding the level of interest
rates and the timing and extent of any such changes; the impact of
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Malibu Life Holdings Limited Annual Report 2025
ADDITIONAL INFORMATION CONTINUED
Legal Information (continued)
inflation or deflation in relevant economies in which the Company
operates; the Company becoming subject to income taxes in the
Cayman Islands, the United States or in the United Kingdom; and
changes in insurance or tax laws or regulations in jurisdictions
where the Company conducts business.
Forward-looking statements contained in this annual report may be
impacted by emerging information regarding the escalation or expansion
of the Ukraine conflict or Middle East conflicts, the volatility in global
financial markets and governmental, regulatory and judicial actions,
including related policy coverage issues. Forward-looking statements
speak only as of the date they are made. No representation or warranty is
made that any forward-looking statement will come to pass. The Company
disclaims any obligation or undertaking to update or revise any forward-
looking statements contained herein to reflect actual results or any change
in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by law or regulation. All
subsequent written and oral forward-looking statements attributable to
the Company, its board of directors and/or the group or to persons acting
on its behalf are expressly qualified in their entirety by the cautionary
statements referred to above.
Malibu Life Holdings Limited Annual Report 2025
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116
Malibu Life Holdings Limited Annual Report 2025
Malibu Life Holdings Limited Annual Report 2025
Malibu Life Holdings Limited
c/o Walkers Corporate Limited
190 Elgin Avenue
George Town
Grand Cayman KY1-9008
malibulifeinsurance.com