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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 10-Q
__________________________
(Mark One)
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| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| |
| For the quarterly period ended March 31, 2026 |
or
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| |
| For the transition period from to |
Commission file number 001-33493
____________________________________________________________________________________
GREENLIGHT CAPITAL RE, LTD.
(Exact name of registrant as specified in its charter)
____________________________________________________________________________________
| | | | | |
| Cayman Islands | N/A |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
| 65 Market Street | |
| Suite 1207, Jasmine Court | |
| P.O. Box 31110 | |
| Camana Bay | |
| Grand Cayman | |
| Cayman Islands | KY1-1205 |
| (Address of principal executive offices) | (Zip code) |
(205) 291-3440
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Ordinary Shares | GLRE | Nasdaq Global Select Market |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes ☐ No ☒
At April 30, 2026, there were 33,166,448 ordinary shares outstanding, $0.10 par value per share, of the registrant.
GREENLIGHT CAPITAL RE, LTD.
TABLE OF CONTENTS
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| | Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 | |
| | Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (unaudited) | |
| | Condensed Consolidated Statements of Changes in Shareholders' Equity for the three months ended March 31, 2026 and 2025 (unaudited) | |
| | Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited) | |
| | Notes to the Condensed Consolidated Financial Statements (unaudited) | |
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PART I — FINANCIAL INFORMATION
NOTE OF FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (herein referred as “Form 10-Q”) of Greenlight Capital Re, Ltd. (“Greenlight Capital Re,” “Company,” “us,” “we,” or “our”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts included in this report, including statements regarding estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements”. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the United States (“U.S.”) federal securities laws established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,” “predict,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are not historical facts, and are based on current expectations, estimates and projections, and various assumptions, many of which, are inherently uncertain and beyond management’s control.
Forward-looking statements contained in this Form 10-Q may include, but are not limited to, information regarding our estimates for net loss and loss adjustment expenses incurred, including catastrophes and weather-related losses (herein referred as “CAT losses”), measurements of potential losses in the fair market value of our investments, our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, the outcome of our strategic initiatives, our expectations regarding pricing, and other market and economic conditions including inflation, our growth prospects, and valuations of the potential impact of movements in interest rates, equity securities’ prices, and foreign currency exchange rates.
Forward-looking statements only reflect our expectations and are not guarantees of performance. These statements involve risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual events or results to differ materially from those indicated in such statements. We believe that these factors include, but are not limited to:
•any suspension or revocation of any of our licenses;
•losses from catastrophes and other major events;
•the loss of significant brokers; and
•those described under “Item 1A, Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 9, 2026 (“2025 Form 10-K”), as those risk factors may be updated from time to time in our periodic and other filings with the SEC, which is accessible on the SEC’s website at www.sec.gov.
We undertake no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events, or otherwise. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only to the dates they were made.
We intend to communicate certain events that we believe may have a material adverse impact on our operations or financial position, including property and casualty catastrophic events and material losses in our investment portfolio, in a timely manner through a public announcement. Other than as required by the Exchange Act, we do not intend to make public announcements regarding underwriting or investment events that we do not believe, based on management’s estimates and current information, will have a material adverse impact on our operations or financial position.
ITEM 1. FINANCIAL STATEMENTS
GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2026 (unaudited) and December 31, 2025
(expressed in thousands of U.S. dollars, except per share and share amounts)
| | | | | | | | | | | |
| | March 31, 2026 | | December 31, 2025 |
| Assets | | | |
| Investments | | | |
| Investment in related party investment fund, at fair value | $ | 515,244 | | | $ | 504,555 | |
| Fixed maturity investments, at fair value | 150,902 | | | 65,609 | |
| Other investments | 66,441 | | | 62,911 | |
| Total investments | 732,587 | | | 633,075 | |
| Cash and cash equivalents | 75,088 | | | 111,756 | |
| Restricted cash and cash equivalents | 535,151 | | | 531,976 | |
| Reinsurance balances receivable | 672,463 | | | 664,381 | |
| Reinsurance recoverable on unpaid loss and loss adjustment expenses | 86,237 | | | 81,392 | |
| Deferred acquisition costs | 100,691 | | | 99,954 | |
| Unearned premiums ceded | 58,528 | | | 39,223 | |
| Other assets | 8,527 | | | 8,026 | |
| Total assets | $ | 2,269,272 | | | $ | 2,169,783 | |
| Liabilities and equity | | | |
| Liabilities | | | |
| Loss and loss adjustment expense reserves | $ | 966,339 | | | $ | 967,960 | |
| Unearned premium reserves | 414,315 | | | 361,704 | |
| Reinsurance balances payable | 109,404 | | | 95,853 | |
| Funds withheld | 22,359 | | | 16,105 | |
| Other liabilities | 10,944 | | | 15,460 | |
| Debt | 4,739 | | | 4,724 | |
| Total liabilities | 1,528,100 | | | 1,461,806 | |
Commitments and Contingencies (Note 16) | | | |
| Shareholders' equity | | | |
Preferred share capital (par value $0.10; none issued) | — | | | — | |
Ordinary share capital (par value $0.10; issued and outstanding, 33,684,902) (2025: par value $0.10; issued and outstanding, 33,897,709) | 3,368 | | | 3,390 | |
| Additional paid-in capital | 476,377 | | | 478,910 | |
| Retained earnings | 261,427 | | | 225,677 | |
| Total shareholders' equity | 741,172 | | | 707,977 | |
| Total liabilities and equity | $ | 2,269,272 | | | $ | 2,169,783 | |
The accompanying Notes to the Condensed Consolidated Financial Statements are an
integral part of the Condensed Consolidated Financial Statements.
GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the three months ended March 31, 2026 and 2025
(expressed in thousands of U.S. dollars, except per share and share amounts)
| | | | | | | | | | | | | | | |
| | | Three months ended March 31 |
| | | | | | 2026 | | 2025 |
| Revenues | | | | | | | |
| Gross premiums written | | | | | $ | 227,938 | | | $ | 247,945 | |
| Gross premiums ceded | | | | | (44,464) | | | (28,548) | |
| Net premiums written | | | | | 183,474 | | | 219,397 | |
| Change in net unearned premium reserves | | | | | (29,329) | | | (50,934) | |
| Net premiums earned | | | | | 154,145 | | | 168,463 | |
| Income from investment in related party investment fund (see Note 3) | | | | | 33,689 | | | 32,197 | |
| Net investment income | | | | | 6,731 | | | 8,287 | |
| Foreign exchange gains (losses) | | | | | (4,905) | | | 4,355 | |
| | | | | | | |
| Total revenues | | | | | 189,660 | | | 213,302 | |
| Expenses | | | | | | | |
| Net loss and loss adjustment expenses incurred | | | | | 91,155 | | | 122,884 | |
| Acquisition costs | | | | | 48,962 | | | 46,866 | |
| Underwriting expenses | | | | | 7,805 | | | 6,358 | |
| Corporate and other expenses | | | | | 5,742 | | | 4,672 | |
| Deposit interest expense | | | | | 32 | | | 149 | |
| Interest expense | | | | | 99 | | | 1,464 | |
| Total expenses | | | | | 153,795 | | | 182,393 | |
| Income before income tax | | | | | 35,865 | | | 30,909 | |
| Income tax expense | | | | | (115) | | | (1,282) | |
| Net income | | | | | $ | 35,750 | | | $ | 29,627 | |
| | | | | | | |
| Earnings per share ("EPS"): | | | | | | | |
| Basic | | | | | $ | 1.06 | | | $ | 0.87 | |
| Diluted | | | | | $ | 1.05 | | | $ | 0.86 | |
| Weighted average number of ordinary shares used in the determination of EPS: | | | | | | | |
| Basic | | | | | 33,618,851 | | | 33,949,967 | |
| Diluted | | | | | 34,174,109 | | | 34,418,262 | |
The accompanying Notes to the Condensed Consolidated Financial Statements are an
integral part of the Condensed Consolidated Financial Statements.
GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(UNAUDITED)
For the three months ended March 31, 2026 and 2025
(expressed in thousands of U.S. dollars)
| | | | | | | | | | | | | | | |
| | | Three months ended March 31 |
| | | | | 2026 | | 2025 |
| Ordinary share capital | | | | | | | |
| Balance - beginning of period | | | | | $ | 3,390 | | | $ | 3,483 | |
| Issued (forfeited) shares, net | | | | | 8 | | | (27) | |
| Repurchase of ordinary shares | | | | | (30) | | | — | |
| Balance - end of period | | | | | 3,368 | | | 3,456 | |
| Additional paid-in capital | | | | | | | |
| Balance - beginning of period | | | | | 478,910 | | | 481,551 | |
| Repurchase of ordinary shares | | | | | (4,959) | | | — | |
| Share-based compensation expense | | | | | 2,426 | | | 1,325 | |
| Balance - end of period | | | | | 476,377 | | | 482,876 | |
| Retained earnings | | | | | | | |
| Balance - beginning of period | | | | | 225,677 | | | 150,845 | |
| Net income | | | | | 35,750 | | | 29,627 | |
| Balance - end of period | | | | | 261,427 | | | 180,472 | |
| Total shareholders' equity | | | | | $ | 741,172 | | | $ | 666,804 | |
The accompanying Notes to the Condensed Consolidated Financial Statements are an
integral part of the Condensed Consolidated Financial Statements.
GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the three months ended March 31, 2026 and 2025
(expressed in thousands of U.S. dollars)
| | | | | | | | | | | |
| Three months ended March 31 |
| | 2026 | | 2025 |
| Cash flows from operating activities | | | |
| Net income | $ | 35,750 | | | $ | 29,627 | |
| Adjustments to reconcile net income or loss to net cash provided by operating activities: | | | |
| Income from investments in related party investment fund | (33,689) | | | (32,197) | |
| Net realized and unrealized losses (gains) on investments | 234 | | | (111) | |
| Net realized and unrealized losses (gains) on derivatives | — | | | 64 | |
| Share-based compensation expense | 2,434 | | | 1,298 | |
| Accretion of debt offering costs, net of change in interest accruals | 15 | | | 23 | |
| Net change in: | | | |
| Reinsurance balances receivable | (8,082) | | | (64,228) | |
| Reinsurance recoverable on unpaid loss and loss adjustment expenses | (4,845) | | | (2,173) | |
| Deferred acquisition costs | (737) | | | (14,510) | |
| Unearned premiums ceded | (19,305) | | | (9,350) | |
| Loss and loss adjustment expense reserves | (1,621) | | | 55,631 | |
| Unearned premium reserves | 52,611 | | | 59,760 | |
| Reinsurance balances payable | 13,551 | | | (12,162) | |
| Funds withheld | 6,254 | | | (53) | |
| Other items, net | (5,326) | | | (1,240) | |
| Net cash provided by operating activities | 37,244 | | | 10,379 | |
| Cash flows from investing activities | | | |
| Proceeds from redemptions of investment in Solasglas | 33,000 | | | 14,000 | |
| Contributions to investment in Solasglas | (10,000) | | | (30,000) | |
| Proceeds from sales of fixed maturity investments | 10,853 | | | — | |
| Proceeds from redemptions and maturities of fixed maturity investments | 1,418 | | | — | |
| Purchases of fixed maturity investments | (98,183) | | | — | |
| Purchases of other investments | (3,143) | | | — | |
| Proceeds from sale of other investments | — | | | 5 | |
| Purchases of other assets | (32) | | | — | |
| Net cash used in investing activities | (66,087) | | | (15,995) | |
| Cash flows from financing activities | | | |
| Borrowings from debt facility | 5,000 | | | — | |
| Repayment of debt | (5,000) | | | (938) | |
| Repurchase of ordinary shares | (4,989) | | | — | |
| Net cash used in financing activities | (4,989) | | | (938) | |
| Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | 339 | | | 226 | |
| Decrease in cash, cash equivalents and restricted cash | (33,493) | | | (6,328) | |
| Cash, cash equivalents and restricted cash at beginning of the period | 643,732 | | | 649,087 | |
| Cash, cash equivalents and restricted cash at end of the period | $ | 610,239 | | | $ | 642,759 | |
| Supplementary information: | | | |
| Interest paid in cash | $ | 83 | | | $ | 1,362 | |
Income tax paid (refund received) in cash | $ | — | | | $ | (9) | |
The accompanying Notes to the Condensed Consolidated Financial Statements are an
integral part of the Condensed Consolidated Financial Statements.
GREENLIGHT CAPITAL RE, LTD.
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
March 31, 2026
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
Greenlight Capital Re, Ltd. (“GLRE” or “Parent” and, together with its wholly-owned subsidiaries, the “Company”) was incorporated as an exempted company under the Companies Law of the Cayman Islands on July 13, 2004. The Company is a global specialty property and casualty reinsurer headquartered in the Cayman Islands. The ordinary shares of GLRE are listed on Nasdaq Global Select Market under the symbol “GLRE.”
Basis of Presentation
These unaudited condensed consolidated financial statements (the “financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the U.S. Securities and Exchange Commission’s (“SEC”) instructions to Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. The financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the Company’s 2025 Form 10-K. The financial statements include the accounts of GLRE and the consolidated financial statements of its wholly-owned subsidiaries and all significant intercompany transactions and balances have been eliminated on consolidation.
In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position and results of operations as at the end of and for the periods presented. The results of operations for any interim period are not necessarily indicative of the results for a full year.
Tabular dollars are in thousands, with the exception of per share amounts or otherwise noted. All amounts are reported in U.S. dollars.
2. SIGNIFICANT ACCOUNTING POLICIES
There were no material changes to the Company’s significant accounting policies subsequent to its 2025 Form 10-K.
Recently Issued Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). This ASU 2024-03 requires more detailed disclosures about the type of expenses (including employee compensation, and depreciation / amortization) in commonly presented expense captions in the condensed consolidated income statements. ASU 2024-03 is effective for public business entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years after December 15, 2027. Early adoption is permitted. As this ASU relates solely to financial statement disclosure, its adoption will not impact the Company's results of operations, financial condition, or liquidity.
3. INVESTMENT IN RELATED PARTY INVESTMENT FUND
The Company’s maximum exposure to loss relating to Solasglas Investments, LP (“Solasglas”) is limited to GLRE's share of Partners’ capital in Solasglas. At March 31, 2026, GLRE’s share of Partners’ capital in Solasglas was $515.2 million (December 31, 2025: $504.6 million), representing 80.1% (December 31, 2025: 81.4%) of Solasglas’ total capital. DME Advisors II, LLC held the remaining 19.9% (December 31, 2025: 18.6%) of Solasglas’ total capital.
The Company’s share of Solasglas’ income from operations for the three months ended March 31, 2026 was $33.7
million (three months ended March 31, 2025: $32.2 million), as shown in the caption “Income from investment in related party investment fund” in the Company’s condensed consolidated statements of operations.
The summarized financial statements of Solasglas are presented below.
Summarized Statements of Financial Condition of Solasglas Investments, LP
| | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| Assets | | | |
| Investments, at fair value | $ | 599,730 | | | $ | 600,837 | |
| Derivative contracts, at fair value | 17,619 | | | 22,384 | |
| Due from brokers | 350,783 | | | 281,505 | |
| | | |
| Interest and dividends receivable | 465 | | | 1,463 | |
| Total assets | 968,597 | | | 906,189 | |
| | | |
| Liabilities | | | |
| Investments sold short, at fair value | (310,838) | | | (275,794) | |
| Derivative contracts, at fair value | (12,545) | | | (6,670) | |
| Capital withdrawals payable | (250) | | | (1,010) | |
| | | |
| Interest and dividends payable | (1,876) | | | (2,528) | |
| Accrued expenses and other liabilities | (228) | | | (178) | |
| Total liabilities | (325,737) | | | (286,180) | |
| | | |
| Partners' capital | $ | 642,860 | | | $ | 620,009 | |
| | | |
| GLRE’s share of Partners' capital | $ | 515,244 | | | $ | 504,555 | |
Summarized Statements of Operations of Solasglas Investments, LP
| | | | | | | | | | | | | | | |
| | | Three months ended March 31 |
| | | | | 2026 | | 2025 |
| Investment income | | | | | | | |
| Dividend income (net of withholding taxes) | | | | | $ | 1,519 | | | $ | 1,490 | |
| Interest income | | | | | 3,362 | | | 3,627 | |
| Total Investment income | | | | | 4,881 | | | 5,117 | |
| | | | | | | |
| Expenses | | | | | | | |
| Management fee | | | | | (1,866) | | | (1,730) | |
| Interest | | | | | (551) | | | (1,701) | |
| Dividends | | | | | (1,401) | | | (761) | |
| Research and operating | | | | | (504) | | | (485) | |
| Total expenses | | | | | (4,322) | | | (4,677) | |
| | | | | | | |
| Net investment income | | | | | 559 | | | 440 | |
| | | | | | | |
| Realized and change in unrealized gains (losses) | | | | | | | |
| Net realized gain | | | | | 61,966 | | | 19,105 | |
| Net change in unrealized appreciation (depreciation) | | | | | (16,423) | | | 27,018 | |
| Net gain on investment transactions | | | | | 45,543 | | | 46,123 | |
| | | | | | | |
Net increase in Partners' capital (1) | | | | | $ | 46,102 | | | $ | 46,563 | |
| | | | | | | |
| GLRE’s share of the increase in Partners' capital | | | | | $ | 33,689 | | | $ | 32,197 | |
(1) The net increase in Partners’ capital is net of management fees and performance allocation presented below:
| | | | | | | | | | | | | | | |
| | | Three months ended March 31 |
| | | | | 2026 | | 2025 |
| Management fees | | | | | $ | 1,866 | | | $ | 1,730 | |
| Performance allocation | | | | | 3,743 | | | 3,578 | |
| Total | | | | | $ | 5,609 | | | $ | 5,308 | |
See Note 14 for further details on management fees and performance allocation.
4. FIXED MATURITY INVESTMENTS
For certain regulatory trust accounts used as collateral for reinsurance clients, the funds are invested in fixed maturity securities. Accordingly, these investments are restricted for reinsurance clients.
The following table summarizes the fair value of fixed maturity investments:
| | | | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 | | |
| Fixed maturity securities: | | | | | |
| U.S. government and agencies | $ | 26,252 | | | $ | 17,979 | | | |
| Agency residential mortgage-backed securities ("RMBS") | 25,197 | | | 18,258 | | | |
| Corporate bonds | 38,664 | | | 9,769 | | | |
| Asset-back securities ("ABS") | 6,085 | | | 5,565 | | | |
| | | | | |
| Non-agency RMBS | — | | | 600 | | | |
| | | | | |
| Municipal bonds | — | | | 857 | | | |
| Total fixed maturity securities | 96,198 | | | 53,028 | | | |
Liquidity funds | 54,704 | | | 12,581 | | | |
| Total fixed maturity investments, at fair value | $ | 150,902 | | | $ | 65,609 | | | |
The following table summarizes the net realized and unrealized gains (losses) for the fixed maturity investments:
| | | | | | | | | | | | | | | |
| | | Three months ended March 31 |
| Three months ended March 31 | | | | | 2026 | | 2025 |
| Net realized gains (losses) | | | | | 7 | | | — | |
| Change in net unrealized gains (losses) | | | | | (628) | | | — | |
| Net realized and unrealized gains (losses) for fixed maturity investments | | | | | $ | (621) | | | $ | — | |
5. OTHER INVESTMENTS
Portfolio
At March 31, 2026, the breakdown of the Company’s other investments was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| At March 31, 2026 | | Cost | | Unrealized gains | | Unrealized losses | | Accrued interest | | Fair value / carrying value |
| Private equity securities | | $ | 32,921 | | | $ | 38,629 | | | $ | (5,695) | | | $ | — | | | $ | 65,855 | |
| Private debt securities | | 586 | | | — | | | — | | | — | | | 586 | |
| Total other investments | | $ | 33,507 | | | $ | 38,629 | | | $ | (5,695) | | | $ | — | | | $ | 66,441 | |
At December 31, 2025, the breakdown of the Company’s other investments was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| At December 31, 2025 | | Cost | | Unrealized gains | | Unrealized losses | | Accrued interest | | Fair value / carrying value |
| Private equity securities | | $ | 29,787 | | | $ | 38,086 | | | $ | (6,054) | | | $ | — | | | $ | 61,819 | |
| Private debt securities | | 1,585 | | | — | | | (572) | | | 79 | | | 1,092 | |
| Total other investments | | $ | 31,372 | | | $ | 38,086 | | | $ | (6,626) | | | $ | 79 | | | $ | 62,911 | |
Private equities
Measurement alternative
During the three months ended March 31, 2026, the Company made further investments in equity securities in privately held entities that do not have readily determinable fair values. In accordance with ASC 321-10-35-2, the Company has elected to apply the measurement alternative to these new investments.
Adjustments for observable price changes and impairments
The Company recognized the following adjustments to the carrying values of the private investments and unlisted equity securities, resulting from observable price changes in orderly transactions and impairments:
| | | | | | | | | | | | | | | |
| | | Three months ended March 31 |
| | | | | 2026 | | 2025 |
Upward adjustments (1) | | | | | $ | 698 | | | $ | 483 | |
Downward adjustments and impairments(2) | | | | | $ | (320) | | | $ | (377) | |
(1) The cumulative upward carrying value changes from inception to March 31, 2026, for outstanding holdings, totaled $60.0 million.
(2) The cumulative downward carrying value changes from inception to March 31, 2026, for outstanding holdings, totaled $28.4 million.
Net investment income
The following table summarizes the change in unrealized gains (losses) and the realized gains (losses) for the Company’s other investments, which are included in “Net investment income” in the condensed consolidated statements of operations (see Note 14):
| | | | | | | | | | | | | | | |
| | | Three months ended March 31 |
| | | | | 2026 | | 2025 |
| Gross realized gains | | | | | $ | — | | | $ | 5 | |
| Gross realized losses | | | | | (1,087) | | | — | |
| Net realized gains (losses) | | | | | $ | (1,087) | | | $ | 5 | |
| Change in unrealized gains | | | | | 1,474 | | | 106 | |
| Net realized and unrealized gains (losses) on other investments | | | | | $ | 387 | | | $ | 111 | |
6. RESTRICTED CASH AND CASH EQUIVALENTS
The following table shows the breakdown of the Company’s restricted cash and cash equivalents, along with a reconciliation of the total cash, cash equivalents, and restricted cash reported in the condensed consolidated statements of cash flows:
| | | | | | | | | | | |
| | March 31, 2026 | | December 31, 2025 |
| Restricted cash and cash equivalents: | | | |
| Cash securing trust accounts | $ | 170,267 | | | $ | 204,129 | |
| Cash securing letters of credit issued | 349,701 | | | 310,688 | |
| Cash securing debt facility | 10,000 | | | 10,000 | |
Other | 5,183 | | | 7,159 | |
| Total restricted cash and cash equivalents | 535,151 | | | 531,976 | |
| Cash and cash equivalents | 75,088 | | | 111,756 | |
| Total cash, cash equivalents, and restricted cash | $ | 610,239 | | | $ | 643,732 | |
7. FAIR VALUE MEASUREMENTS
Assets measured at fair value on a nonrecurring basis
At March 31, 2026, the Company held $53.7 million (December 31, 2025: $53.3 million) of private equities measured at fair value on a nonrecurring basis. At March 31, 2026, the Company held $12.8 million (December 31, 2025: $9.6 million) of private equities measured at cost. The Company classifies these investments as Level 3 within the fair value hierarchy.
The following table summarizes the periods between the most recent fair value measurement dates and March 31, 2026, for the private equities measured at fair value on a nonrecurring basis:
| | | | | | | | | | | | | | | | | | | | | | | |
| Less than 6 months | | 6 to 12 months | | Over 1 year | | Total |
| Fair values measured on a nonrecurring basis | $ | 16,205 | | | $ | 13,320 | | | $ | 24,138 | | | $ | 53,663 | |
Assets measured at fair value on a recurring basis
Fixed maturity investments
The following table summarizes the fair value hierarchy for the Company’s fixed maturity portfolio.
| | | | | | | | | | | | | | | | | | | | | | | |
| At March 31, 2026 | Level 1 | | Level 2 | | Level 3 | | Total |
| U.S. government and government agencies | $ | 13,393 | | | $ | 12,859 | | | $ | — | | | $ | 26,252 | |
| Agency RMBS | — | | | 25,197 | | | — | | | 25,197 | |
| Corporate bonds | — | | | 38,664 | | | — | | | 38,664 | |
| ABS | — | | | 6,085 | | | — | | | 6,085 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Total | $ | 13,393 | | | $ | 82,805 | | | $ | — | | | $ | 96,198 | |
Financial Instruments Disclosed, But Not Carried, at Fair Value
At March 31, 2026, the carrying value of private debt securities (see Note 5) and the outstanding debt under the Revolving Credit Facility approximates their fair values. The Company classifies these financial instruments as Level 2 within the fair value hierarchy.
8. LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES
The Company’s loss and loss adjustment expense (“LAE”) reserves were composed of the following:
| | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| Case reserves | $ | 247,071 | | | $ | 233,076 | |
| IBNR | 719,268 | | | 734,884 | |
| Total | $ | 966,339 | | | $ | 967,960 | |
Reserve Roll-forward
The following provides a reconciliation of the Company’s beginning and ending gross and net reserves for loss and LAE:
| | | | | | | | | | | |
| Consolidated | Three months ended March 31 |
| 2026 | | 2025 |
| Gross balance at January 1 | $ | 967,960 | | | $ | 860,969 | |
| Less: Losses recoverable | (81,392) | | | (85,790) | |
| Net balance at January 1 | 886,568 | | | 775,179 | |
| Incurred losses related to: | | | |
| Current year | 93,644 | | | 118,666 | |
| Prior years | (2,489) | | | 4,218 | |
| Total incurred | 91,155 | | | 122,884 | |
| Paid losses related to: | | | |
| Current year | (5,864) | | | (6,352) | |
| Prior years | (87,281) | | | (75,203) | |
| Total paid | (93,144) | | | (81,555) | |
| Foreign exchange and translation adjustment | (4,476) | | | 12,129 | |
| Net balance at March 31 | 880,102 | | | 828,637 | |
| Add: Losses recoverable (see Note 8) | 86,237 | | | 87,963 | |
| Gross balance at March 31 | $ | 966,339 | | | $ | 916,600 | |
Estimates for Catastrophe Events
At March 31, 2026, the Company’s net reserves for losses and LAE include estimated amounts for several catastrophe and weather-related events (the “CAT losses”). The magnitude and volume of losses arising from CAT events is inherently uncertain. Adjustments are recorded in the period in which they are identified. Accordingly, actual losses for CAT events may ultimately differ materially from the Company’s current estimates.
CAT events in 2026
During the three months ended March 31, 2026, the Company incurred CAT losses of $5.0 million relating to the Middle East conflict. There were no loss recoveries associated with this event.
CAT events in 2025
During the three months ended March 31, 2025, the Company incurred CAT losses of $27.0 million relating to the California wildfires. There were no loss recoveries associated with this event.
Prior Year Reserve Development
The Company’s net favorable (adverse) prior year reserve development arises from changes to estimates for losses and LAE related to loss events that occurred in previous calendar years. The following table presents net prior year reserve development by segment and consolidated:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Favorable (Adverse) |
| | Open Market | | Innovations | | Total Segments | | Corporate | | Total Consolidated |
| Three months ended March 31, 2026 | | $ | 2,847 | | | $ | (358) | | | $ | 2,489 | | | $ | — | | | $ | 2,489 | |
| Three months ended March 31, 2025 | | $ | (4,896) | | | $ | 567 | | | $ | (4,329) | | | $ | 111 | | | $ | (4,218) | |
Open Market Segment
The net favorable reserve development for the three months ended March 31, 2026 was composed of $5.8 million better than expected loss emergence predominantly on the multiline business (mostly FAL business for 2024 and 2025 accident years) and specialty business (mostly 2022-2024 accident years). This was partially offset by $3.0
million of reserve strengthening predominantly on the casualty line (various accident years) due to current economic and social inflation trends.
The net adverse reserve development for the three months ended March 31, 2025 was composed of $23.2 million of reserve strengthening predominantly on the casualty line (various accident years) due to economic and social inflation trends. This was partially offset by $18.3 million of favorable reserve development on property (mostly 2024 accident year) and specialty lines (mostly 2022-2024 accident years) due to better than expected loss emergence.
Innovations Segment
The net adverse reserve development for the three months ended March 31, 2026 was composed of $0.6 million of reserve strengthening predominantly on the multiline business (Syndicate 3456 for 2023-2024 accident years) due to worse than expected loss emergence. This was partially offset by $0.3 million of favorable reserve development predominantly on the financial line.
The net favorable reserve development for the three months ended March 31, 2025 was due to better than expected loss emergence on multiline and specialty lines (2022-2023 underwriting years).
Corporate - Runoff Business
Corporate represents the Innovations related property runoff business. The favorable reserve development for the three months ended March 31, 2025 relate to CAT losses driven by the U.S. tornados (2021-2023 underwriting years).
9. RETROCESSION
The following table provides a breakdown of ceded reinsurance:
| | | | | | | | | | | | | | | |
| | | Three months ended March 31 |
| | | | | 2026 | | 2025 |
| Gross ceded premiums | | | | | $ | 44,464 | | | $ | 28,548 | |
| Earned ceded premiums | | | | | $ | 25,113 | | | $ | 19,292 | |
| Loss and loss adjustment expenses ceded | | | | | $ | 11,999 | | | $ | 6,656 | |
Retrocession contracts do not relieve the Company from its obligations to its cedents. Failure of retrocessionaires to honor their obligations could result in losses to the Company.
The following table shows a breakdown of losses recoverable on a gross and net of collateral basis:
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| Gross | | Net of Collateral(1) | | Gross | | Net of Collateral(1) |
| A- or better by A.M. Best | $ | 83,447 | | | $ | 73,642 | | | $ | 78,874 | | | $ | 70,799 | |
| Not rated | 3,307 | | | 1,429 | | | 3,035 | | | 812 | |
| Total before provision | $ | 86,754 | | | $ | 75,071 | | | $ | 81,909 | | | $ | 71,611 | |
| Provision for credit losses | (517) | | | | | (517) | | | |
| Total reinsurance recoverable, net | $ | 86,237 | | | | | $ | 81,392 | | | |
(1) Collateral is in the form of cash, letters of credit, funds withheld, and/or cash collateral held in trust accounts. This excludes any excess collateral in order to disclose the aggregate net exposure for each retrocessionaire.
At March 31, 2026, we had 2 reinsurers (December 31, 2025: 2) that accounted for 10% or more of the total loss and loss adjustment expenses recoverable, net of the credit loss provision, for an aggregate gross amount of $23.4 million (December 31, 2025: $20.7 million).
10. DEBT AND CREDIT FACILITIES
Debt Obligations
The following table summarizes the Company’s outstanding debt obligations.
| | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| Revolving credit facility | 5,000 | | | 5,000 | |
| Less: deferred financing costs | (261) | | | (276) | |
| Total debt | $ | 4,739 | | | $ | 4,724 | |
Credit Facilities
At March 31, 2026, the Company had letters of credit (“LC”) facilities with the following financial institutions:
| | | | | | | | | | | |
| Capacity | | LCs issued |
For reinsurance contracts: | | | |
| HSBC | $ | 100,000 | | | $ | 18 | |
| Citibank | 275,000 | | | 159,043 | |
| CIBC | 200,000 | | | 190,296 | |
| Total LCs in favor of cedants | $ | 575,000 | | | $ | 349,357 | |
| | | |
For Lloyd’s syndicates capacity: | | | |
| Citibank FAL | £ | 50,000 | | | £ | 45,000 | |
Except for the above Citibank FAL facility, the LC facilities are cash collateralized (see Note 6). The LC facilities are subject to various customary covenants. At March 31, 2026, the Company was in compliance with all LC facilities covenants.
11. SHARE CAPITAL
Ordinary Shares
The Company’s authorized share capital is 125,000,000 ordinary shares, par value of $0.10 per share.
The following table is a summary of changes in ordinary shares issued and outstanding:
| | | | | | | | | | | |
| Three months ended March 31 |
| | 2026 | | 2025 |
Balance – beginning of period | 33,897,709 | | | 34,831,324 | |
| Issue of shares for vested RSUs (see Note 12) | 142,828 | | | 100,793 | |
| | | |
| Forfeiture of restricted shares (see Note 12) | (56,934) | | | (374,668) | |
| Repurchase of ordinary shares | (298,701) | | | — | |
Balance – end of period | 33,684,902 | | | 34,557,449 | |
Share Repurchase Plan
On May 2, 2025, the Board of Directors re-approved the share repurchase plan, until June 30, 2026, authorizing the Company to repurchase up to $25 million of ordinary shares or securities convertible into ordinary shares in the open market, through privately negotiated transactions or Rule 10b5-1 stock trading plans. Any shares repurchased are canceled immediately upon repurchase. For the three months ended March 31, 2026, the Company repurchased 298,701 ordinary shares for $5.0 million (2025: none).
Preferred Shares
The Company’s authorized share capital also consists of 50,000,000 preference shares with a par value of $0.10 each. At March 31, 2026, the Company has no issued and outstanding preferred shares.
12. SHARE-BASED COMPENSATION
Refer to Note 12 of the Company’s audited consolidated financial statements of its 2025 Form 10-K for a summary of the Company’s 2023 Incentive Plan, including the definition of performance-based and service-based stock awards.
At March 31, 2026, 2,676,671 (December 31, 2025: 2,932,559) ordinary shares remained available for future issuance under the Company’s 2023 Incentive Plan.
Employee and Director Restricted Shares
The following table summarizes the activity for unvested outstanding restricted share awards (“RSs”) during the three months ended March 31, 2026 and 2025:
| | | | | | | | | | | | | | | | | | | | | | | |
| Performance RSs | | Service RSs |
| | Number of non-vested restricted shares | | Weighted average grant date fair value | | Number of non-vested restricted shares | | Weighted average grant date fair value |
| Balance at December 31, 2024 | 944,587 | | | $ | 9.87 | | | 191,556 | | | $ | 9.96 | |
| Granted | — | | | — | | | — | | | — | |
| Vested | (222,532) | | | 9.65 | | | (75,667) | | | 8.08 | |
| Forfeited | (372,966) | | | 9.08 | | | (1,702) | | | 9.85 | |
| Balance at March 31, 2025 | 349,089 | | | $ | 10.87 | | | 114,187 | | | $ | 11.20 | |
| | | | | | | |
| Balance at December 31, 2025 | 347,581 | | | $ | 10.87 | | | 111,248 | | | $ | 11.45 | |
| Granted | — | | | — | | | — | | | — | |
| Vested | (290,647) | | | 10.87 | | | (29,364) | | | 9.85 | |
| Forfeited | (56,934) | | | 10.87 | | | — | | | — | |
| Balance at March 31, 2026 | — | | | $ | — | | | 81,884 | | | $ | 12.03 | |
For the three months ended March 31, 2026, the total fair value of Performance and Service RSs vested was $4.7 million (2025: $4.2 million).
Employee Restricted Stock Units
The following table summarizes the activity for unvested outstanding restricted stock units (“RSUs”) during the three months ended March 31, 2026 and 2025:
| | | | | | | | | | | | | | | | | | | | | | | |
| Performance RSUs | | Service RSUs |
| | Number of non-vested RSUs | | Weighted average grant date fair value | | Number of non-vested RSUs | | Weighted average grant date fair value |
| Balance at December 31, 2024 | 403,526 | | | $ | 10.43 | | | 149,834 | | | $ | 11.14 | |
| Granted | 185,551 | | | 13.16 | | | 149,435 | | | 13.16 | |
| Vested | (38,752) | | | 6.82 | | | (62,041) | | | 10.46 | |
| Forfeited | (54,048) | | | 7.06 | | | (3,534) | | | 11.85 | |
| Balance at March 31, 2025 | 496,277 | | | $ | 12.10 | | | 233,694 | | | $ | 12.60 | |
| | | | | | | |
| Balance at December 31, 2025 | 490,823 | | | $ | 12.10 | | | 224,751 | | | $ | 12.60 | |
| Granted | 171,935 | | | 14.99 | | | 150,585 | | | 14.99 | |
| Vested | (49,495) | | | 9.85 | | | (93,333) | | | 12.31 | |
| Forfeited | (9,695) | | | 9.85 | | | — | | | — | |
| Balance at March 31, 2026 | 603,568 | | | $ | 13.14 | | | 282,003 | | | $ | 13.98 | |
For the awards granted during the three months ended March 31, 2026, the Service RSUs vest evenly over three years on January 1, subject to the grantee’s continued service with the Company. If performance goals are achieved, the Performance RSUs will cliff vest at the end of a three-year performance period within a range of 0% and 200% of the awarded Performance RSUs, with a target of 100%.
For the three months ended March 31, 2026, the total fair value of Performance and Service RSUs vested was $2.1 million (2025: $1.4 million).
Stock Compensation Expense
For the three months ended March 31, 2026, the Company recorded $2.4 million (2025: $1.3 million) of total stock compensation expense (net of forfeitures), respectively. Forfeiture recoveries were immaterial for both periods.
13. EARNINGS PER SHARE
The following table reconciles net income and weighted average shares used in computing basic and diluted EPS for the three months ended March 31, 2026 and 2025:
| | | | | | | | | | | | | | | |
| | | | Three months ended March 31 |
| | | | | | 2026 | | 2025 |
| Numerator for EPS: | | | | | | | |
| Net income - basic | | | | | $ | 35,750 | | | $ | 29,627 | |
| Net income - diluted | | | | | $ | 35,750 | | | $ | 29,627 | |
| | | | | | | |
| Denominator for EPS: | | | | | | | |
| Weighted average shares outstanding - basic | | | | | 33,618,851 | | | 33,949,967 | |
| Effect of dilutive employee and director share-based awards | | | | | 555,258 | | | 468,295 | |
| Weighted average shares outstanding - diluted | | | | | 34,174,109 | | | 34,418,262 | |
| Anti-dilutive stock options outstanding | | | | | 579,636 | | | 620,319 | |
| | | | | | | |
| EPS: | | | | | | | |
| Basic | | | | | $ | 1.06 | | | $ | 0.87 | |
| Diluted | | | | | $ | 1.05 | | | $ | 0.86 | |
14. NET INVESTMENT INCOME
The following table provides a breakdown of net investment income:
| | | | | | | | | | | | | | | |
| | | | Three months ended March 31 |
| | | | | 2026 | | 2025 |
| Interest and dividend income, net of withholding taxes and other expenses | | | | | $ | 5,013 | | | $ | 6,635 | |
| Investment income from Lloyd's syndicates | | | | | 1,952 | | | 1,541 | |
Net realized and unrealized gains (losses) on fixed maturities (see Note 4) | | | | | (621) | | | — | |
| Net realized and unrealized gains (losses) on other investments (see Note 5) | | | | | 387 | | | 111 | |
| Net investment income | | | | | 6,731 | | | 8,287 | |
| Share of Solasglas' net income (see Note 3) | | | | | 33,689 | | | 32,197 | |
| Total investment income | | | | | $ | 40,420 | | | $ | 40,484 | |
15. RELATED PARTY TRANSACTIONS
Investment Advisory Agreement
For the three months ended March 31, 2026, there has been no change to the Company’s investment advisory agreement with Solasglas as described in its 2025 Form 10-K. Refer to Note 3 for a breakdown of management fees and performance fees for the three months ended March 31, 2026 and 2025.
Green Brick Partners, Inc.
David Einhorn also serves as the Chairman of the Board of Directors of Green Brick Partners, Inc. (“GRBK”), a publicly-traded company. At March 31, 2026, Solasglas, along with certain affiliates of DME Advisors, collectively owned 24.0% of the issued and outstanding common shares of GRBK. Under applicable securities laws, DME Advisors may sometimes be limited in its ability to trade GRBK shares held in Solasglas. At March 31, 2026, Solasglas held 0.8 million shares of GRBK.
Service Agreement
The Company has entered into a service agreement with DME Advisors, pursuant to which DME Advisors provides certain investor relations services to the Company for compensation of five thousand dollars per month (plus expenses). The agreement automatically renews annually until terminated by either the Company or DME Advisors for any reason with 30 days prior written notice to the other party.
Collateral Assets Investment Management Agreement
Effective January 1, 2019, the Company (and its subsidiaries) entered into a collateral assets investment management agreement (the “CMA”) with DME Advisors, pursuant to which DME Advisors manages certain assets of the Company that are not subject to the Solasglas LPA and are held by the Company to provide collateral required by the cedents in the form of trust accounts and letters of credit. In accordance with the CMA, DME Advisors receives no fees and is required to comply with the collateral investment guidelines. The CMA can be terminated by any of the parties upon 30 days’ prior written notice to the other parties.
16. COMMITMENTS AND CONTINGENCIES
a) Concentration of Credit Risk
Cash and cash equivalents
The Company monitors its concentration of credit risk with financial institutions and limits acceptable counterparties based on current rating, outlook and other relevant factors.
Investments
The Company’s fixed maturities portfolio is exposed to potential losses arising from diminishing creditworthiness of issuers of bonds. The fixed maturities portfolio is managed by an external investment manager in accordance with the Company’s investment guidelines and the underlying investment guidelines set by the respective regulatory trusts. At March 31, 2026, there was no fixed maturity security that exceeded 10% of the Company’s shareholders’ equity.
The Company’s credit risk exposure to private debt securities within its “Other investments” are immaterial (see Note 5).
Reinsurance balances receivable, net
The following table shows the breakdown of reinsurance balances receivable:
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| Amount | | % | | Amount | | % |
| Premiums receivable | $ | 285,741 | | | 42.5 | % | | $ | 246,533 | | | 37.1 | % |
| | | | | | | |
| Funds withheld: | | | | | | | |
Premiums held by Lloyd's syndicates | 348,478 | | | 51.8 | % | | 336,216 | | | 50.6 | % |
| Funds held by cedants | 32,967 | | | 4.9 | % | | 32,337 | | | 4.9 | % |
| Funds at Lloyd’s | 13 | | | — | % | | 44,185 | | | 6.7 | % |
| | | | | | | |
| Profit commission receivable | 6,613 | | | 1.0 | % | | 6,459 | | | 1.0 | % |
| | | | | | | |
| Total before provision | 673,812 | | | 100.2 | % | | 665,730 | | | 100.2 | % |
| Provision for expected credit losses | (1,349) | | | (0.2) | % | | (1,349) | | | (0.2) | % |
| Reinsurance balances receivable, net | $ | 672,463 | | | 100.0 | % | | $ | 664,381 | | | 100.0 | % |
The Company has posted deposits at Lloyd’s to support underwriting capacity for certain syndicates, including Syndicate 3456. Lloyd’s has a credit rating of “A+” (Superior) from A.M. Best, as revised in August 2024.
Premiums receivable includes a significant portion of estimated premiums not yet due. Brokers and other intermediaries are responsible for collecting premiums from customers on the Company’s behalf. The Company monitors its concentration of credit risks from brokers. The diversity in the Company’s client base limits credit risk associated with premiums receivable and funds (premiums) held by cedents. Further, under the reinsurance contracts the Company has contractual rights to offset premium balances receivable and funds held by cedants against corresponding payments for losses and loss expenses.
Loss and loss adjustment expenses recoverable, net
The Company regularly evaluates its net credit exposure to the retrocessionaires and their abilities to honor their respective obligations. See Note 9 for analysis of concentration of credit risk relating to retrocessionaires.
b) Lease Obligations
There was no change to the Company’s operating lease agreements subsequent to its 2025 Form 10-K.
c) Litigation
From time to time, in the ordinary course of business, the Company may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation. The outcomes of these procedures determine the rights and obligations under the Company’s reinsurance contracts and other contractual agreements. In some disputes, the Company may seek to enforce its rights under an agreement or collect funds owed. In other matters, the Company may resist attempts by others to collect funds or enforce alleged rights. While the Company cannot
predict the outcome of legal disputes with certainty, the Company does not believe that any existing dispute, when finally resolved, will have a material adverse effect on the Company’s business, financial condition, or operating results.
d) Unsecured Citibank FAL Facility
In 2025, Citibank issued £45 million unsecured LC in favor of Lloyd’s, for which the Parent has provided a guarantee to Citibank. Refer to “Credit Facilities” in Note 10 for additional information.
17. SEGMENT REPORTING
The Company has two reportable segments.
Open Market
In the Open Market segment, the Company underwrites reinsurance business, sourced through the brokerage distribution channels and Lloyd’s. The Company writes mostly treaty reinsurance, on a proportional and non-proportional basis. The lines of business for this segment are as follows: Casualty, Financial, Health, Multiline, Property and Specialty.
Innovations
In the Innovations segment, the Company provides reinsurance capacity to startup companies and MGAs based globally, sourced mainly through direct placements with its strategic partners. This segment also includes business written by Syndicate 3456. The lines of business for this segment are as follows: Casualty, Financial, Health, Multiline and Specialty.
The Company’s reportable segments each have executive leadership who are responsible for their performance and who are directly accountable to the Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer. The CODM reviews the financial performance of the reportable segment to assess the achievement of strategic initiatives, the efficiency of the deployed capital, and how to allocate resources to the reportable segments based on the segment’s financial performance.
The table below provides information about the Company’s reportable segments, including the reconciliation to net income as reported under U.S. GAAP. Comparatives have been recast to conform with the current reportable segments.
| | | | | | | | | | | | | | | | | | | | | | | |
Three months ended March 31, 2026: | Open Market | | Innovations | | Corporate | | Total Consolidated |
| Gross premiums written | $ | 180,347 | | | $ | 47,593 | | | $ | (2) | | | $ | 227,938 | |
| Net premiums written | $ | 151,295 | | | $ | 32,181 | | | $ | (2) | | | $ | 183,474 | |
| Net premiums earned | $ | 128,981 | | | $ | 25,166 | | | $ | (2) | | | $ | 154,145 | |
| Net loss and LAE incurred | (75,230) | | | (15,926) | | | 1 | | | (91,155) | |
| Acquisition costs | (41,212) | | | (7,750) | | | — | | | (48,962) | |
| Other underwriting expenses | (5,743) | | | (2,062) | | | — | | | (7,805) | |
| Deposit interest expense, net | (32) | | | — | | | — | | | (32) | |
| Underwriting income (loss) | 6,764 | | | (572) | | | (1) | | | 6,191 | |
| | | | | | | |
| Reconciliation to income before income taxes: | | | | | | | |
| Net investment income (loss) | 5,135 | | | 1,094 | | | 502 | | | 6,731 | |
| Corporate and other expenses | — | | | (722) | | | (5,020) | | | (5,742) | |
| Income (loss) from investment in Solasglas | | | | | 33,689 | | | 33,689 | |
| Foreign exchange gains (losses) | | | | | (4,905) | | | (4,905) | |
| Interest expense | | | | | (99) | | | (99) | |
| Income (loss) before income taxes | $ | 11,899 | | | $ | (200) | | | $ | 24,166 | | | $ | 35,865 | |
| | | | | | | |
| Additional information: | | | | | | | |
| Net loss and LAE incurred: | | | | | | | |
| Attritional losses | $ | (69,505) | | | $ | (15,568) | | | $ | 1 | | | $ | (85,072) | |
| Large event losses | (3,572) | | | — | | | — | | | (3,572) | |
| CAT event losses | (5,000) | | | — | | | — | | | (5,000) | |
| Prior year favorable (adverse) loss development | 2,847 | | | (358) | | | — | | | 2,489 | |
| Total net loss and LAE incurred | $ | (75,230) | | | $ | (15,926) | | | $ | 1 | | | $ | (91,155) | |
| | | | | | | |
Total allocated assets (1) | $ | 507,804 | | | $ | 172,625 | | | $ | 1,588,843 | | | $ | 2,269,272 | |
(1) The Company does not allocate assets to reporting segments, with the exception of restricted cash used to collateralized certain reinsurance transactions, including FAL, and Innovations-related private investments.
| | | | | | | | | | | | | | | | | | | | | | | |
Three months ended March 31, 2025: | Open Market | | Innovations | | Corporate | | Total Consolidated |
| Gross premiums written | $ | 220,709 | | | $ | 27,466 | | | $ | (230) | | | $ | 247,945 | |
| Net premiums written | $ | 195,609 | | | $ | 23,971 | | | $ | (183) | | | $ | 219,397 | |
| Net premiums earned | $ | 149,641 | | | $ | 19,005 | | | $ | (183) | | | $ | 168,463 | |
| Net loss and LAE incurred | (112,763) | | | (10,346) | | | 225 | | | (122,884) | |
| Acquisition costs | (40,881) | | | (6,033) | | | 48 | | | (46,866) | |
| Other underwriting expenses | (4,797) | | | (1,561) | | | — | | | (6,358) | |
| Deposit interest expense, net | (149) | | | — | | | — | | | (149) | |
| Underwriting income (loss) | (8,949) | | | 1,065 | | | 90 | | | (7,794) | |
| | | | | | | |
| Reconciliation to income before income taxes: | | | | | | | |
| Net investment income | 5,771 | | | 448 | | | 2,068 | | | 8,287 | |
| Corporate and other expenses | — | | | (572) | | | (4,100) | | | (4,672) | |
| Income from investment in Solasglas | | | | | 32,197 | | | 32,197 | |
| Foreign exchange gains (losses) | | | | | 4,355 | | | 4,355 | |
| | | | | | | |
| Interest expense | | | | | (1,464) | | | (1,464) | |
| Income (loss) before income taxes | $ | (3,178) | | | $ | 941 | | | $ | 33,146 | | | $ | 30,909 | |
| | | | | | | |
| Additional information: | | | | | | | |
| Net loss and LAE incurred: | | | | | | | |
| Attritional losses | $ | (80,852) | | | $ | (10,913) | | | $ | 114 | | | $ | (91,651) | |
| Large event losses | — | | | — | | | — | | | — | |
| CAT event losses | (27,015) | | | — | | | — | | | (27,015) | |
| Prior year favorable (adverse) loss development | (4,896) | | | 567 | | | 111 | | | (4,218) | |
| Total net loss and LAE incurred | $ | (112,763) | | | $ | (10,346) | | | $ | 225 | | | $ | (122,884) | |
| | | | | | | |
Total allocated assets (1) | $ | 459,549 | | | $ | 145,402 | | | $ | 1,547,145 | | | $ | 2,152,096 | |
(1) The Company does not allocate assets to reporting segments, with the exception of restricted cash used to collateralized certain reinsurance transactions, including FAL, and Innovations-related private investments.
18. SUBSEQUENT EVENTS
Stock Repurchases
During April 2026, the Company repurchased 518,454 ordinary shares at an aggregate cost of $9.5 million and an average price of $18.38 per ordinary share.
On April 28, 2026, the Board of Directors approved a new share repurchase plan of up to $40.0 million from May 15, 2026 to May 31, 2027. Any shares repurchased are canceled immediately upon repurchase.
CIBC LC Facilities
On April 1, 2026, the Company entered into the following transactions through its subsidiaries: (i) Greenlight Reinsurance, Ltd. (“Greenlight Re”) amended and restated its Master LC Agreement with CIBC, and ii) Greenlight Reinsurance Ireland, Designated Activity Company (“GRIL”) entered into a Master LC Agreement with CIBC (collectively, the “Master LC Agreements”, and the facilities thereunder, the “CIBC LC Facilities” and each a “CIBC LC Facility”). The Master LC Agreements increase the aggregate LC commitment by CIBC from $200 million (see Note 10) to $300 million, thereby providing additional LC capacity for the Company’s operating subsidiaries, Greenlight Re and GRIL. Initially, $250 million has been allocated to Greenlight Re and $50 million to GRIL; however, this allocation may be changed by written agreement between the parties. The CIBC LC Facilities will mature on December 22, 2027, subject to automatic annual extensions unless prior written notice is provided by either party.
Each CIBC LC Facility is secured by a first-priority lien on a separate cash collateral account held with CIBC, with a minimum cash balance equal to the face amount of the LCs issued and outstanding under such CIBC LC Facility.
Investment Advisory Agreement
Effective May 1, 2026, the monthly management fee payable to DME Advisors by Solasglas changed to 0.104% (1.25% per annum) from 0.125% (1.5% per annum).
Citibank FAL Facility
On April 29, 2026, the Citibank FAL facility increased from £50 million to £60 million (see Note 10). On April 29, 2026, Citibank issued an additional LC of £13 million for a total of £58 million in favor of Lloyd’s to support the Company’s FAL business.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References to “we,” “us,” “our,” “our company,” or “the Company” refer to Greenlight Capital Re, Ltd. (“GLRE”) and its wholly-owned subsidiaries unless the context dictates otherwise.
The following discussion should be read in conjunction with the condensed consolidated financial statements and accompanying noted included in Item 1 of this report and the audited consolidated financial statements and accompanying notes, which appear in our 2025 Form 10-K.
The following is management’s discussion and analysis (“MD&A”) of our results of operations for the three months ended March 31, 2026 and 2025 and the Company’s financial condition at March 31, 2026 and December 31, 2025.
All amounts are reported in U.S. dollars, unless otherwise noted. Tabular dollars are presented in thousands, with the exception of per share amounts or as otherwise noted.
Page
Overview
Business Overview
We are a global specialty property and casualty reinsurer headquartered in the Cayman Islands, with an underwriting and investment strategy that we believe differentiates us from most of our competitors. Our goal is to build long-term shareholder value by providing risk management solutions to the insurance, reinsurance, and other risk marketplaces.
For the three months ended March 31, 2026 (“Q1 2026”), we had a net income of $35.8 million, compared to $29.6 million over the three months ended March 31, 2025 (“Q1 2025”). The increase was mainly attributable to stronger underwriting performance, partially offset by foreign exchange losses.
The following is a summary of our financial performance for Q1 2026, compared to Q1 2025:
•Gross premiums written was $227.9 million, a decrease of 8.1%;
•Net premiums earned was $154.1 million, a decrease of 8.5%;
•Net underwriting income was $6.2 million, compared to net underwriting loss of $7.8 million;
•Total investment income was $40.4 million, a decrease of 0.2%;
•Diluted EPS was $1.05, compared to $0.86, an increase of 22.1%; and
•Fully diluted book value per share was $21.40, an increase of 4.7% since December 31, 2025.
Fully diluted book value per share is a non-GAAP financial measure. See “Key Financial Measure and Non-GAAP Measures” section of this MD&A.
Outlook and Trends
Reinsurance market conditions
We continue to see increased competition from existing and new reinsurance markets, predominantly in our Open Market segment. This is putting pressure on headline rates across various classes; however, attachment points and other terms & conditions are largely holding firm. Our focus remains on maintaining a diversified portfolio that is resilient to market supply-demand pressures.
General economic conditions
There are many factors contributing to an uncertain global economic outlook, and in particular, the current Middle East conflict. With the recent increase in oil price driven by this conflict, we believe that inflationary trends of recent years could persist. We continue to consider the potential impact of relevant economic factors on our underwriting portfolio.
On the investment side, DME Advisors regularly monitors and re-positions Solasglas’ investment portfolio to manage the impact of inflation on its underlying investments and holds macro positions to benefit from a rising inflationary environment. DME Advisors remains conservatively positioned as it believes the equity markets are very expensive.
During 2025, the U.S. Administration enacted trade policies that were more aggressive than the financial markets expected, causing additional uncertainty and volatility. These policies continue to complicate the near-term outlook for economic growth and inflation. We remain vigilant to economic data and additional policies that may impact our business.
Key Financial Measures and Non-GAAP Measures
There have been no changes to our key financial measures, including non-GAAP financial measures, as described in the MD&A of our 2025 Form 10-K.
Fully Diluted Book Value Per Share
The following table presents a reconciliation of the fully diluted book value per share to basic book value per share (the most directly comparable U.S. GAAP financial measure):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 | | September 30, 2025 | | June 30, 2025 | | March 31, 2025 |
| Numerator for basic and fully diluted book value per share: | | | | | | | | | |
| Total equity as reported under U.S. GAAP | $ | 741,172 | | $ | 707,977 | | $ | 658,889 | | $ | 663,318 | | $ | 666,804 |
| | | | | | | | | |
| | | | | | | | | |
Denominator for basic and fully diluted book value per share: | | | | | | | | | |
| Ordinary shares issued and outstanding as reported and denominator for basic book value per share | 33,684,902 | | 33,897,709 | | 34,099,226 | | 34,198,153 | | 34,557,449 |
Add: In-the-money stock options (1) and all outstanding RSUs | 950,199 | | 755,997 | | 757,505 | | 775,124 | | 773,938 |
| Denominator for fully diluted book value per share | 34,635,101 | | 34,653,706 | | 34,856,731 | | 34,973,277 | | 35,331,387 |
| | | | | | | | | |
| Basic book value per share | $ | 22.00 | | | $ | 20.89 | | | $ | 19.32 | | | $ | 19.40 | | | $ | 19.30 | |
| Increase in basic book value per share | $ | 1.11 | | | $ | 1.57 | | | $ | (0.08) | | | $ | 0.10 | | | $ | 1.04 | |
| Increase in basic book value per share | 5.3 | % | | 8.1 | % | | (0.4) | % | | 0.5 | % | | 5.7 | % |
| | | | | | | | | |
| Fully diluted book value per share | $ | 21.40 | | | $ | 20.43 | | | $ | 18.90 | | | $ | 18.97 | | | $ | 18.87 | |
| Increase in fully diluted book value per share | $ | 0.97 | | | $ | 1.53 | | | $ | (0.07) | | | $ | 0.10 | | | $ | 0.92 | |
| Increase in fully diluted book value per share | 4.7 | % | | 8.1 | % | | (0.4) | % | | 0.5 | % | | 5.1 | % |
(1) Assuming net exercise by the grantee.
Consolidated Results of Operations
The table below summarizes our consolidated operating results.
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Three months ended March 31 |
| | | | | | | 2026 | | 2025 | | Change |
| Underwriting results: | | | | | | | | | | | |
| Gross premiums written | | | | | | | $ | 227,938 | | | $ | 247,945 | | | $ | (20,007) | |
| | | | | | | | | | | |
| Net premiums written | | | | | | | $ | 183,474 | | | $ | 219,397 | | | $ | (35,923) | |
| | | | | | | | | | | |
| Net premiums earned | | | | | | | $ | 154,145 | | | $ | 168,463 | | | $ | (14,318) | |
| Net loss and LAE incurred: | | | | | | | | | | | |
| Current year | | | | | | | (93,644) | | | (118,666) | | | 25,022 | |
Prior year (1) | | | | | | | 2,489 | | | (4,218) | | | 6,707 | |
| Net loss and LAE incurred | | | | | | | (91,155) | | | (122,884) | | | 31,729 | |
| Acquisition costs | | | | | | | (48,962) | | | (46,866) | | | (2,096) | |
| Underwriting expenses | | | | | | | (7,805) | | | (6,358) | | | (1,447) | |
| Deposit interest expense | | | | | | | (32) | | | (149) | | | 117 | |
| Net underwriting income (loss) | | | | | | | 6,191 | | | (7,794) | | | 13,985 | |
| | | | | | | | | | | |
| Investment results: | | | | | | | | | | | |
| Income from investment in Solasglas | | | | | | | 33,689 | | | 32,197 | | | 1,492 | |
| Net investment income | | | | | | | 6,731 | | | 8,287 | | | (1,556) | |
| Total investment income | | | | | | | 40,420 | | | 40,484 | | | (64) | |
| | | | | | | | | | | |
| Corporate and other expenses | | | | | | | (5,742) | | | (4,672) | | | (1,070) | |
| Foreign exchange gains (losses) | | | | | | | (4,905) | | | 4,355 | | | (9,260) | |
| | | | | | | | | | | |
| Interest expense | | | | | | | (99) | | | (1,464) | | | 1,365 | |
| Income tax expense | | | | | | | (115) | | | (1,282) | | | 1,167 | |
| Net income | | | | | | | $ | 35,750 | | | $ | 29,627 | | | $ | 6,123 | |
Diluted EPS | | | | | | | $ | 1.05 | | | $ | 0.86 | | | $ | 0.19 | |
| | | | | | | | | | | |
| Underwriting ratios: | | | | | | | | | | | % Point Change |
| Attritional loss ratio | | | | | | | 55.3 | % | | 54.4 | % | | 0.9 | |
| Large event loss ratio | | | | | | | 2.3 | % | | — | % | | 2.3 | |
| CAT event loss ratio | | | | | | | 3.2 | % | | 16.0 | % | | (12.8) | |
| Current year loss ratio | | | | | | | 60.8 | % | | 70.4 | % | | (9.7) | |
| Prior year reserve development ratio | | | | | | | (1.6) | % | | 2.5 | % | | (4.1) | |
| Loss ratio | | | | | | | 59.1 | % | | 72.9 | % | | (13.8) | |
| Acquisition cost ratio | | | | | | | 31.8 | % | | 27.8 | % | | 4.0 | |
| Composite ratio | | | | | | | 90.9 | % | | 100.7 | % | | (9.8) | |
| Underwriting expense ratio | | | | | | | 5.1 | % | | 3.9 | % | | 1.2 | |
| Combined ratio | | | | | | | 96.0 | % | | 104.6 | % | | (8.6) | |
1 The net financial impact associated with changes in the estimate of losses incurred in prior years, which incorporates earned reinstatement premiums assumed and ceded, adjustments to assumed and ceded acquisition costs, and deposit interest income and expense, was a gain of $1.6 million and a loss of $3.5 million for the three months ended March 31, 2026 and 2025, respectively.
Consolidated Results of Operations for Q1 2026 compared to Q1 2025
Basic book value per share increased by $1.11 per share, or 5.3%, to $22.00 per share from $20.89 per share at December 31, 2025. Fully diluted book value per share increased by $0.97 per share, or 4.7%, to $21.40 per share from $20.43 per share at December 31, 2025.
Net income for Q1 2026 increased by $6.1 million to $35.8 million, driven mainly by the following:
•Underwriting income: Favorable change of $14.0 million, driven by 8.6 percentage points improvement in combined ratio, which was predominantly driven by 13.8 percentage points improvement in the loss ratio, offset partially by an increase in acquisition cost ratio and underwriting expense ratio. The lower loss ratio was due to the lower CAT and large event losses, coupled with an improved prior year reserve development ratio.
•Interest expense: Decreased by $1.4 million driven by the reduction in outstanding debt.
Offset partially by:
•Foreign exchange gains (losses): Unfavorable change of $9.3 million, driven mainly by the weakening of the pound sterling against the U.S. dollar during Q1 2026, compared to the strengthening of the pound against the U.S. dollar during Q1 2025.
Results by Segment
The following is a discussion and analysis for each reporting segment.
Open Market Segment
Results for the Open Market segment were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Three months ended March 31 |
| | | | | | | 2026 | | 2025 | | % Change |
| Gross premiums written | | | | | | | $ | 180,347 | | | $ | 220,709 | | | (18) | % |
| Net premiums written | | | | | | | $ | 151,295 | | | $ | 195,609 | | | (23) | % |
| Net premiums earned | | | | | | | $ | 128,981 | | | $ | 149,641 | | | (14) | % |
| Net loss and LAE incurred | | | | | | | (75,230) | | | (112,763) | | | |
| Acquisition costs | | | | | | | (41,212) | | | (40,881) | | | |
| Other underwriting expenses | | | | | | | (5,743) | | | (4,797) | | | |
| Deposit interest expense, net | | | | | | | (32) | | | (149) | | | |
Underwriting income (loss) | | | | | | | 6,764 | | | (8,949) | | | |
| Net investment income | | | | | | | 5,135 | | | 5,771 | | | (11) | % |
Income (loss) before income taxes | | | | | | | $ | 11,899 | | | $ | (3,178) | | | |
| | | | | | | | | | | |
| Underwriting ratios: | | | | | | | 2026 | | 2025 | | % Point Change |
| Loss ratio | | | | | | | 58.3 | % | | 75.4 | % | | (17.1) | |
| Acquisition cost ratio | | | | | | | 32.0 | % | | 27.3 | % | | 4.7 | |
| Composite ratio | | | | | | | 90.3 | % | | 102.7 | % | | (12.4) | |
| Underwriting expenses ratio | | | | | | | 4.5 | % | | 3.3 | % | | 1.2 | |
| Combined ratio | | | | | | | 94.8 | % | | 106.0 | % | | (11.2) | |
Gross Premiums Written
Gross premiums written by line of business were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Three months ended March 31 | | |
| | | | | | | 2026 | | 2025 | | Change |
| Casualty | | | | | | | | | | | $ | 11,648 | | | 6 | % | | $ | 29,724 | | | 13 | % | | $ | (18,076) | |
| Financial | | | | | | | | | | | 25,526 | | | 14 | % | | 24,064 | | | 11 | % | | 1,462 | |
| Health | | | | | | | | | | | 209 | | | — | % | | 197 | | | — | % | | 12 | |
| Multiline | | | | | | | | | | | 62,304 | | | 35 | % | | 66,334 | | | 30 | % | | (4,030) | |
| Property | | | | | | | | | | | 25,496 | | | 14 | % | | 30,039 | | | 14 | % | | (4,543) | |
| Specialty | | | | | | | | | | | 55,164 | | | 31 | % | | 70,351 | | | 32 | % | | (15,187) | |
| Total | | | | | | | | | | | $ | 180,347 | | | 100 | % | | $ | 220,709 | | | 100 | % | | $ | (40,362) | |
Gross premiums written within our Open Market segment in Q1 2026 decreased by $40.4 million or 18.3%, compared to Q1 2025. The decrease was predominantly attributable to the following lines of business:
•Casualty: The $18.1 million, or 60.8%, decrease was mainly due to the non-renewal of certain reinsurance programs in our general liability class and multiline casualty class as part of our strategy to reduce our exposure to the Casualty line of business.
•Multiline: The $4.0 million, or 6.1%, decrease was driven mostly by the non-renewal of a commercial auto quota share treaty, coupled with some negative premium estimate revisions within the FAL business related to certain syndicates on the 2024 and 2025 underwriting years. This was partially offset by new FAL business written on the 2026 underwriting year.
•Property: The $4.5 million, or 15.1%, decrease was mainly due to negative premium estimate revision for a prior year quota-share reinsurance treaty. This treaty is mostly retroceded to a third party; accordingly, there was no significant impact on a net premium written basis.
•Specialty: The $15.2 million, or 21.6%, decrease was predominantly driven by negative premium estimate revisions for quota-share reinsurance treaties written in prior years, coupled with rate reductions for renewed business.
Net Premiums Written
Ceded premiums written in Q1 2026 was $29.1 million, resulting in net premiums written of $151.3 million, compared to $25.1 million and $195.6 million, respectively, in Q1 2025. The increase in ceded premiums written of 15.7% was driven primarily due to a new retrocession treaty for our Multiline business, coupled with additional excess of loss retrocessional coverage within our specialty business in 2026 to manage our overall exposure to aviation, marine and energy risks.
This was partially offset by reduced quota share retrocession activity within our Property and Specialty lines of business due to lower estimated inward premiums.
Net Premiums Earned
Net premiums earned by line of business were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Three months ended March 31 | | |
| | | | | | | 2026 | | 2025 | | Change |
| Casualty | | | | | | | | | | | $ | 16,008 | | | 12 | % | | $ | 27,343 | | | 18 | % | | $ | (11,335) | |
| Financial | | | | | | | | | | | 15,454 | | | 12 | % | | 14,315 | | | 10 | % | | 1,139 | |
| Health | | | | | | | | | | | 61 | | | — | % | | 45 | | | — | % | | 16 | |
| Multiline | | | | | | | | | | | 57,534 | | | 45 | % | | 53,722 | | | 36 | % | | 3,812 | |
| Property | | | | | | | | | | | 17,920 | | | 14 | % | | 18,506 | | | 12 | % | | (586) | |
| Specialty | | | | | | | | | | | 22,004 | | | 17 | % | | 35,710 | | | 24 | % | | (13,706) | |
| Total | | | | | | | | | | | $ | 128,981 | | | 100 | % | | $ | 149,641 | | | 100 | % | | $ | (20,660) | |
Net premiums earned within our Open Market segment in Q1 2026 decreased by $20.7 million or 13.8%, compared to Q1 2025. The decrease in Casualty line was due to the non-renewal of certain reinsurance programs in our general liability class as part of our strategy to reduce our exposure to the Casualty line of business. The change is influenced by the amount and timing of net premiums written during the current year and prior years, coupled with the business mix written in the form of excess of loss versus proportional contracts. Additionally, within the Financial line and certain Specialty line classes, the gross premiums written for some treaties are earned over multiple years, corresponding with the anticipated risk coverage period. The negative premium estimate revision on older accident years also contributed to the decrease in Specialty’s net premiums earned.
Loss ratio
The components of the loss ratio for our Open Market segment were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Three months ended March 31 |
| | | | | | | 2026 | | 2025 | | % Point Change |
| Current year: | | | | | | | | | | | |
| Attritional loss ratio | | | | | | | 53.9 | % | | 54.0 | % | | (0.1) | % |
| Large event loss ratio | | | | | | | 2.8 | % | | — | | | 2.8 | % |
| CAT event loss ratio | | | | | | | 3.9 | % | | 18.1 | % | | (14.2) | % |
| Current year loss ratio | | | | | | | 60.6 | % | | 72.1 | % | | (11.5) | % |
| Prior year reserve development ratio | | | | | | | (2.2) | % | | 3.3 | % | | (5.5) | % |
| Loss ratio | | | | | | | 58.3 | % | | 75.4 | % | | (17.0) | % |
Current Year Loss Ratio
The Q1 2026 current year loss ratio for Open Market decreased by 11.5 percentage points to 60.6%, compared to Q1 2025, driven mainly by lower CAT event losses, partially offset by an increase in large event losses.
While the Q1 2026 attritional loss ratio was relatively consistent with Q1 2025, there were offsetting underlying movements at the lines of business level.
•Financial: increased by 15.8% compared to last year driven by adverse claims experience within our Transactional Liability business stemming predominantly from the 2021 and 2023 underwriting years. In addition, this led us to increase our expected losses on more recent underwriting years for this class of business compared to Q1 last year.
•Multiline: increased by 3.1% driven by a combination of adverse claims experience within our Commercial Auto business on legacy contracts, and new business where we recognized newly bound and renewed contracts at higher loss ratios in response to softening market rates compared to last year.
•Specialty: decreased by 5.4% driven by favorable claims experience predominantly on aviation, energy and marine contracts, as well as a refinement to our reserving approach that recognizes favorable trends, particularly as they relate to large loss claims experience on non-proportional contracts, quicker than we previously estimated. These effects were partially offset by establishing higher loss ratios on new and renewal business in anticipation of softening rates within this line of business.
During Q1 2026, we were notified of two large event losses for a total of $3.6 million in our Specialty and Property lines; whereas we incurred no large event loss for Q1 2025.
We have estimated CAT losses of $5.0 million relating to the Middle East conflict in Q1 2026, compared to $27.0 million loss relating to the California wildfires in Q1 2025.
Prior Year Reserve Development Ratio
The Open Market segment’s prior year favorable reserve development provided 2.2 percentage points improvement to the loss ratio for Q1 2026. By comparison, in Q1 2025 the prior year adverse reserve development for the Open Market segment increased the loss ratio by 3.3 percentage points. Refer to Note 8 Loss and LAE Reserves to the condensed consolidated financial statements for further details.
Acquisition cost ratio
The acquisition cost ratio increased by 4.7 points in Q1 2026 compared to Q1 2025, primarily due to the change in business mix and lower net premium earned. Additionally, the syndicates reported higher acquisition costs for our FAL business, reported in our Multiline line of business.
Underwriting expense ratio
The underwriting expense ratio increased by 1.2 points to 4.5% in Q1 2026 compared to Q1 2025, mainly due to a decrease in net premiums earned in the Open Market segment, coupled with an increase in share-based compensation expense based on the Company’s performance as of Q1 2026 compared to Q1 2025.
Net investment income
For the Open Market segment, net investment income declined by 11.0% to $5.1 million in Q1 2026, compared to Q1 2025.
The decrease was predominantly due to lower investment income on funds at Lloyd’s due to partially replacing it with a £45 million unsecured Citibank LC (see Note 10 of the condensed consolidated financial statements), coupled with lower interest income earned from restricted cash and cash equivalents mainly as a result of the 75 basis points interest rate cuts by central banks during 2025.
Income (loss) before income taxes
Income before income taxes for the Open Market segment was $11.9 million for Q1 2026, compared to loss before income taxes of $3.2 million for Q1 2025. The increase was driven predominantly by improved underwriting results, partially offset by lower net investment income.
Innovations Segment
Results for the Innovations segment were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Three months ended March 31 |
| | | | | | | 2026 | | 2025 | | % Change |
| Gross premiums written | | | | | | | $ | 47,593 | | | $ | 27,466 | | | 73 | % |
| Net premiums written | | | | | | | $ | 32,181 | | | $ | 23,971 | | | 34 | % |
| Net premiums earned | | | | | | | $ | 25,166 | | | $ | 19,005 | | | 32 | % |
| Net loss and LAE incurred | | | | | | | (15,926) | | | (10,346) | | | |
| Acquisition costs | | | | | | | (7,750) | | | (6,033) | | | |
| Other underwriting expenses | | | | | | | (2,062) | | | (1,561) | | | |
| Underwriting income (loss) | | | | | | | (572) | | | 1,065 | | | |
| Net investment income | | | | | | | 1,094 | | | 448 | | | |
| Corporate and other expenses | | | | | | | (722) | | | (572) | | | 26 | % |
| Income (loss) before income taxes | | | | | | | $ | (200) | | | $ | 941 | | | |
| | | | | | | | | | | |
| Underwriting ratios: | | | | | | | 2026 | | 2025 | | % Point Change |
| Loss ratio | | | | | | | 63.3 | % | | 54.4 | % | | 8.9 | |
| Acquisition cost ratio | | | | | | | 30.8 | % | | 31.7 | % | | (0.9) | |
| Composite ratio | | | | | | | 94.1 | % | | 86.1 | % | | 8.0 | |
| Underwriting expenses ratio | | | | | | | 8.2 | % | | 8.2 | % | | — | |
| Combined ratio | | | | | | | 102.3 | % | | 94.3 | % | | 8.0 | |
Gross Premiums Written
Gross premiums written by line of business were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Three months ended March 31 | | |
| | | | | | | 2026 | | 2025 | | Change |
| Casualty | | | | | | | | | | | $ | 10,130 | | | 21 | % | | $ | 6,685 | | | 24 | % | | $ | 3,445 | |
| Financial | | | | | | | | | | | 10,550 | | | 22 | % | | 1,784 | | | 6 | % | | 8,766 | |
| Health | | | | | | | | | | | (167) | | | — | % | | 3,635 | | | 13 | % | | (3,802) | |
| Multiline | | | | | | | | | | | 20,008 | | | 42 | % | | 14,704 | | | 54 | % | | 5,304 | |
| Specialty | | | | | | | | | | | 7,072 | | | 15 | % | | 658 | | | 2 | % | | 6,414 | |
| Total | | | | | | | | | | | $ | 47,593 | | | 100 | % | | $ | 27,466 | | | 100 | % | | $ | 20,127 | |
Gross premiums written within our Innovations segment in Q1 2026 increased by $20.1 million or 73.3%, compared to Q1 2025. The increase was across all lines of business, except for Health, driven by new business and exposure growth from existing treaties. The growth in the Multiline was predominantly driven by our Syndicate 3456. The increase in the Specialty was also due to a $2.4 million negative premium estimate revision for one quota share treaty in Q1 2025.
The negative premium in Health was driven mainly by a revised premium estimate for a prior year quota share reinsurance treaty and non-renewal of a treaty.
Net Premiums Written
Ceded premiums written in Q1 2026 was $15.4 million, resulting in net premiums written of $32.2 million, compared to $3.5 million and $24.0 million, respectively, in Q1 2025.
The increase in ceded premiums written was predominantly driven by the Innovations whole-account retrocession program in which we have ceded 28.5% of Innovations-related programs incepting Q4 2024 onwards and 33% from January 1, 2026.
Net Premiums Earned
Net premiums earned by line of business were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | Three months ended March 31 | | |
| | | | | | | 2026 | | 2025 | | Change |
| Casualty | | | | | | | | | | | $ | 9,515 | | | 38 | % | | 5,669 | | | 30 | % | | $ | 3,846 | |
| Financial | | | | | | | | | | | 5,789 | | | 23 | % | | 1,042 | | | 5 | % | | 4,747 | |
| Health | | | | | | | | | | | 571 | | | 2 | % | | 1,373 | | | 7 | % | | (802) | |
| Multiline | | | | | | | | | | | 7,312 | | | 29 | % | | 12,024 | | | 63 | % | | (4,712) | |
| Specialty | | | | | | | | | | | 1,979 | | | 8 | % | | (1,103) | | | (6) | % | | 3,082 | |
| Total | | | | | | | | | | | 25,166 | | | 100 | % | | 19,005 | | | 100 | % | | $ | 6,161 | |
Net premiums earned in Q1 2026 increased by $6.2 million, or 32.4%, compared to Q1 2025. The change relates to the amount and timing of net premiums written during the current year and prior years. The earning of the whole-account retrocession program is included in the Multiline business, which contributed to the decline in the net premiums earned in that line of business. For the 2026 accident year, we have increased this retrocession program from 28.5% to 33% of Innovations-related contracts.
Loss ratio
The components of the loss ratio were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Three months ended March 31 |
| | | | | | | 2026 | | 2025 | | % Point Change |
| Current year: | | | | | | | | | | | |
| Attritional loss ratio | | | | | | | 61.9 | % | | 57.4 | % | | 4.4 | |
| Large event loss ratio | | | | | | | — | % | | — | % | | — | |
| CAT event loss ratio | | | | | | | — | % | | — | % | | — | |
| Current year loss ratio | | | | | | | 61.9 | % | | 57.4 | % | | 4.4 | |
| Prior year reserve development ratio | | | | | | | 1.4 | % | | (3.0) | % | | 4.4 | |
| Loss ratio | | | | | | | 63.3 | % | | 54.4 | % | | 8.8 | |
Current Year Loss Ratio
The current year loss ratio in Q1 2026 for Innovations increased by 4.4 loss ratio points, compared to Q1 2025. This was predominantly due to an increase in attritional loss ratio for our Financial line, which was driven mainly by one treaty where the volume of claims we experienced was higher than expected. In addition, given the prior claims experience, we established a higher attritional loss ratio on the renewal of the contract during the latter half of 2025, which further increased the current year loss ratio compared to the comparable prior period.
The Innovations segment was not impacted by any CAT or large events for the periods presented in the above table.
Prior Year Reserve Development Ratio
Prior year adverse reserve development was 1.4% for Q1 2026 compared to prior year favorable reserve development of 3.0% in Q1 2025. Refer to Note 8 Loss and LAE Reserves for the condensed consolidated financial statements for further details.
Acquisition cost ratio
The acquisition cost ratio decreased marginally by 0.9 percentage points to 30.8% in Q1 2026 compared to Q1 2025.
Underwriting expense ratio
While underwriting expenses increased by $0.5 million in Q1 2026, compared to the same period in 2025, the underwriting expense ratio remained consistent due to growth in net premiums earned.
Net investment income
For Q1 2026, the Innovations segment reported a net investment income of $1.1 million, compared to net investment income of $0.4 million in Q1 2025. The was predominantly driven by additional investment income earned from a higher average outstanding restricted cash balance to secure LC and trust accounts relating to Innovations reinsurance treaties.
Income (loss) before income taxes
The loss before income taxes for the Innovations segment was $0.2 million in Q1 2026, compared to income before income taxes of $0.9 million in Q1 2025. The performance in 2026 was predominantly driven by weaker underwriting results.
Other Corporate
Runoff Underwriting Business
For Q1 2026, the Innovations-related property business in runoff generated a nominal underwriting loss, compared to underwriting income of $0.1 million in Q1 2025. The negative net premiums earned for this run-off business in Q1 2026 and Q1 2025, as reported in the table under Corporate in Note 17 of the condensed consolidated financial statements, reflects an adjustment to our prior premium estimate based on updated reporting from the cedent.
Income from Investment in Solasglas
For Q1 2026, Solasglas reported a net gain of 6.8%, compared to a net gain of 7.2% for Q1 2025. The following table provides a breakdown of the gross and net investment return for Solasglas.
| | | | | | | | | | | | | | | |
| | | Three months ended March 31 |
| | | | | 2026 | | 2025 |
| Long portfolio gains (losses) | | | | | 1.0 | % | | (1.4) | % |
| Short portfolio gains (losses) | | | | | 5.7 | % | | 5.0 | % |
| Macro gains (losses) | | | | | 1.2 | % | | 4.6 | % |
Other income and expenses(1) | | | | | (0.3) | % | | (0.4) | % |
| Gross investment return | | | | | 7.6 | % | | 7.8 | % |
Net investment return(1) | | | | | 6.8 | % | | 7.2 | % |
1 “Other income and expenses” excludes performance compensation but includes management fees. “Net investment return” incorporates both of these amounts. For further information about management fees and performance compensation, refer to Note 3.
For Q1 2026, the significant contributors to Solasglas’ investment income were long positions in gold, Acadia Healthcare (ACHC) and DHT Holdings (DHT). The largest detractors were long positions in U.S. interest rate derivatives, Kyndryl Holdings (KD), and Graphic Packing Holdings (GPK).
Each month, we post the Solasglas investment returns on our website (www.greenlightre.com).
Financial Condition
Investments
The following table provides a breakdown of our total investments:
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| Investment in Solasglas | $ | 515,244 | | | 70.3 | % | | $ | 504,555 | | | 79.7 | % |
| Fixed maturities | 150,902 | | 20.6 | % | | 65,609 | | 10.4 | % |
| Other investments | 66,441 | | | 9.1 | % | | 62,911 | | | 9.9 | % |
| Total investments | $ | 732,587 | | | 100.0 | % | | $ | 633,075 | | | 100.0 | % |
At March 31, 2026, our total investments increased by $99.5 million, or 15.7%, to $732.6 million from December 31, 2025, primarily as we transferred some of our restricted cash balances into fixed maturities investments.
Investments in Solasglas
Our investment in Solasglas increased by $10.7 million to $515.2 million at March 31, 2026, driven by the $33.7 million net investment income for the current quarter, partially offset by net redemptions.
DME Advisors reports the composition of Solasglas’ portfolio on a delta-adjusted basis, which it believes is the appropriate manner to assess the exposure and profile of investments and reflects how it manages the portfolio. An option’s delta is the option price’s sensitivity to the underlying stock (or commodity) price. The delta-adjusted basis is the number of shares or contracts underlying the option multiplied by the delta and the underlying stock (or commodity) price.
The following table represents the composition of Solasglas’ investments:
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| Long % | | Short % | | Long % | | Short % |
| Equities and related derivatives | 92.2 | % | | (53.0) | % | | 91.0 | % | | (53.3) | % |
| Private and unlisted equity securities | 1.8 | | | — | | | 1.9 | | | — | |
| Debt instruments | 0.1 | | | — | | | 0.1 | | | — | |
| Total | 94.1 | % | | (53.0) | % | | 93.0 | % | | (53.3) | % |
The above exposure analysis does not include cash (U.S. dollar and foreign currencies), gold and other commodities, credit default swaps, sovereign debt, foreign currency derivatives, interest rate derivatives, inflation swaps and other macro positions. Under this methodology, a total return swap’s exposure is reported at its full notional amount and options are reported at their delta-adjusted basis. At March 31, 2026, Solasglas’ exposure to gold on a delta-adjusted basis was 10.2% (December 31, 2025: 11.9%).
At March 31, 2026, 96.4% of Solasglas’ portfolio was valued based on quoted prices in actively traded markets (Level 1), 2.4% was composed of instruments valued based on observable inputs other than quoted prices (Level 2), and a nominal amount was composed of instruments valued based on non-observable inputs (Level 3). At March 31, 2026, 1.2% of Solasglas’ portfolio consisted of private equity funds valued using the funds’ net asset values as a practical expedient.
Fixed Maturities
Our investment in fixed maturities increased by $85.3 million to $150.9 million at March 31, 2026, driven by further net contributions to the managed fixed maturity portfolio from restricted cash and cash equivalents, coupled with a new investment in a liquid fund approved by Lloyd’s. The funding for this new investment came from funds previously held by Lloyd’s and included in our reinsurance balances receivable (see below).
The following table provides the credit quality distribution of our fixed maturity portfolio at March 31, 2026.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Credit Rating | | |
| | | Fair Value | | % of Total | | AAA | | AA- to AA+ | | A to A+ | | Not Subject to Credit Rating |
| Fixed Maturities: | | | | | | | | | | | | |
| U.S. government and agencies | | $ | 26,252 | | | 17 | % | | $ | — | | | $ | 26,252 | | | $ | — | | | $ | — | |
| Agency RMBS | | 25,197 | | | 17 | % | | — | | | 25,197 | | | — | | | — | |
| Corporate bonds | | 38,664 | | | 26 | % | | — | | | 32,127 | | | 6,537 | | | — | |
| ABS | | 6,085 | | | 4 | % | | 6,085 | | | — | | | — | | | — | |
| | | | | | | | | | | | | |
| Non-agency RMBS | | — | | | — | % | | — | | | — | | | — | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Total fixed maturity portfolio | | 96,198 | | | 64 | % | | 6,085 | | | 83,576 | | | 6,537 | | | — | |
Liquidity funds | | 54,704 | | | 36 | % | | $ | — | | | — | | | — | | | 54,704 | |
| Total fixed maturity investments | | $ | 150,902 | | | 100 | % | | $ | 6,085 | | | $ | 83,576 | | | $ | 6,537 | | | $ | 54,704 | |
At March 31, 2026, the fixed maturity portfolio had a weighted average credit rating of AA, a book yield of 3.9%, and an average duration of 2.1 years. See Note 4 “Fixed Maturity Investments” and Note 7 “Fair Value Measurements” for further details.
Other Investments
The other investment holdings relate to private investments made by the Innovations segment. The increase of $3.5 million to $66.4 million from December 31, 2025 was predominantly due to additional investments on two existing holdings and three new investments.
Restricted cash and cash equivalents
We use our restricted cash and cash equivalents primarily for funding trusts and letters of credit issued to our ceding insurers. Our restricted cash increased by $3.2 million, or 0.6%, from $532.0 million at December 31, 2025, to $535.2 million at March 31, 2026. During Q1 2026, the increase in restricted cash and cash equivalents was primarily driven from business growth in our Innovations segment, partially offset by the transfer of restricted cash and cash equivalents to our fixed maturity portfolio to further enhance net investment return.
Reinsurance balances receivable
Our reinsurance balances receivable increased by $8.1 million, or 1.2%, to $672.5 million from $664.4 million at December 31, 2025. This was driven primarily by $39.2 million increase in premiums receivable, net of collections, and $12.3 million in premiums held by Lloyds’ syndicates from new and renewed reinsurance treaties; partially offset by $44.2 million net release of Funds at Lloyds. The latter was invested in a liquidity fund (see fixed maturity portfolio).
Loss and LAE Reserves; Loss and LAE Recoverable
Our total gross loss and LAE reserves decreased by $1.6 million, or 0.2%, to $966.3 million from $968.0 million at December 31, 2025. The decrease was predominantly due to the total incurred losses on earned premiums being offset by paid losses during the quarter. See Note 8 of the condensed consolidated financial statements for a summary of changes in outstanding loss and LAE reserves and a description of prior period reserve developments.
Our total loss and LAE recoverable increased by $4.8 million, or 6.0%, to $86.2 million from $81.4 million at December 31, 2025. The increase is driven predominantly by an increase in whole-account quota share retrocession agreements based on assumed premiums. See Note 9 of the condensed consolidated financial statements for a description of the credit risk associated with our retrocessionaires.
Probable Maximum Loss (“PML”)
At April 1, 2026, our estimated largest PML at a 1-in-250-year return period for a single event, and in aggregate, was $143.4 million and $157.5 million, respectively, both relating to the peril of North Atlantic Hurricane, compared to $138.8 million and $151.2 million, respectively, at January 1, 2026. The below table contains the expected modeled loss for each of our peak peril regions and sub-regions for both a single event loss and aggregate loss measures at the 1-in-250-year return period.
| | | | | | | | | | | |
| April 1, 2026 |
| Net 1-in-250 Year Return Period |
| Peril | Single Event Loss | | Aggregate Loss |
| North Atlantic Hurricane | 143,447 | | | 157,549 | |
| Florida Hurricane | 102,247 | | | 105,112 | |
| Southeast Hurricane (excluding Florida) | 119,095 | | | 122,702 | |
| Gulf of Mexico Hurricane | 75,210 | | | 76,650 | |
| Northeast Hurricane | 90,037 | | | 92,134 | |
| North America Earthquake | 126,820 | | | 130,571 | |
| California Earthquake | 120,539 | | | 121,372 | |
| Pacific Northwest Earthquake | 37,396 | | | 37,396 | |
| New Madrid Earthquake | 22,280 | | | 22,361 | |
Europe Windstorm | 74,426 | | | 78,433 | |
Japan Earthquake | 20,315 | | | 20,556 | |
Japan Windstorm | 11,503 | | | 11,620 | |
Debt
At March 31, 2026, our total outstanding debt remained unchanged from $4.7 million at December 31, 2025. Refer to Note 10 “Debt and Credit Facilities” of the condensed consolidated financial statements for further information.
Total shareholders’ equity
Total shareholders’ equity increased by $33.2 million to $741.2 million, compared to $708.0 million at December 31, 2025. The increase was primarily due to the net income of $35.8 million reported for the period, coupled with share-based compensation adjustment to additional paid-in capital. This was partially offset by $5.0 million of stock repurchases during the quarter.
Liquidity and Capital Resources
Refer to the “Liquidity and Capital Resources” section included in Item 7 of our 2025 Form 10-K for a general discussion of our liquidity and capital resources.
Liquidity
The following table summarizes our sources and uses of funds:
| | | | | | | | | | | | | |
| Three months ended March 31 | | |
| 2026 | | 2025 | | |
| Total cash provided by (used in): | | | | | |
| Operating activities | $ | 37,244 | | | $ | 10,379 | | | |
| Investing activities | (66,087) | | | (15,995) | | | |
| Financing activities | (4,989) | | | (938) | | | |
| Effect of currency exchange on cash | 339 | | | 226 | | | |
| Net cash inflows (outflows) | (33,493) | | | (6,328) | | | |
Cash, beginning of period (1) | 643,732 | | | 649,087 | | | |
| Cash, end of period | $ | 610,239 | | | $ | 642,759 | | | |
(1) Cash includes unrestricted and restricted cash and cash equivalents - see Note 6 of the financial statements.
Cash provided by operating activities
The $26.9 million increase in cash provided by operating activities in Q1 2026 compared to Q1 2025 was driven mainly by the ebb and flow from our underwriting activities. Cash inflows from underwriting activities generally include premiums, net of acquisition costs, and reinsurance recoverables. Cash outflows principally include payments of losses and LAE, payments of retrocession premiums, and operating expenses. Cash provided by operating activities may vary significantly from period to period due to the timing of these inflows and outflows.
Cash used in investing activities
The $50.1 million increase in cash used for investing activities was driven mainly by additional net contributions to fixed maturity investments, for which the source of funds came from restricted cash and funds held by Lloyd’s. This was partially offset by the net redemptions in Solasglas in Q1 2026 compared to net contributions in Q1 2025.
Cash used in financing activities
The increase in cash used for financing activities during Q1 2026 is attributable to the repurchase of $5.0 million of our ordinary shares in the quarter, compared to none in Q1 2025.
Capital Resources
The following table summarizes our debt and capital structure:
| | | | | | | | | | | |
| | March 31, 2026 | | December 31, 2025 |
| Debt - outstanding principal | $ | 5,000 | | | $ | 5,000 | |
| Shareholders’ equity | 741,172 | | | 707,977 | |
| Total capital | $ | 746,172 | | | $ | 712,977 | |
| | | |
| Ratio of debt to shareholders’ equity | 0.6 | % | | 0.7 | % |
The ratio of debt to shareholders’ equity provides an indication of our leverage and capital structure, along with some insights into our financial strength. In addition to the above capital, we also have LC facilities to support our reinsurance business operations where we are not licensed or admitted as a reinsurer.
Ordinary Shares
At March 31, 2026, there were 33,684,902 outstanding ordinary shares, a decrease of 212,807 since December 31, 2025, mainly due to 298,701 of share repurchases, coupled with the net forfeited performance restricted stock awards granted in 2023. This was partially offset by the issuance of ordinary shares for vested service RSUs.
We expect that the existing capital base and internally generated funds will be sufficient to implement our business strategy for the foreseeable future.
LC Facilities
See Note 10 “Debt and Credit Facilities” of Q1 2026 Financials for details of all outstanding LC facilities and Note 18 “Subsequent Events” for the new and amended CIBC LC facilities in April 2026, resulting in an increase from $200 million to $300 million of total committed LC facilities by CIBC.
Contractual Obligations and Commitments
At March 31, 2026, our contractual obligations and commitments by period due were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Less than 1 year | | 1-3 years | | 3-5 years | | More than 5 years | | Total |
| Operating activities | | | | | | | | | |
Loss and loss adjustment expense reserves (1) | $ | 390,401 | | | $ | 352,714 | | | $ | 126,590 | | | $ | 96,634 | | | $ | 966,339 | |
Operating lease obligations (2) | 669 | | | 1,261 | | | 1,050 | | | — | | | 2,980 | |
| Financing activities | | | | | | | | | |
Debt (principal payments) (3) | — | | | — | | | 5,000 | | | — | | | 5,000 | |
| Total | $ | 391,070 | | | $ | 353,975 | | | $ | 132,640 | | | $ | 96,634 | | | $ | 974,319 | |
(1) Due to the nature of our reinsurance operations, the amount and timing of the cash flows associated with our reinsurance contractual liabilities will fluctuate, perhaps materially, and, therefore, are highly uncertain.
(2) See Note 17 “Commitments and Contingencies” of the consolidated financial statements in the 2025 Form 10-K.
Critical Accounting Estimates
Our financial statements contain certain amounts that are inherently subjective and have required management to make assumptions and best estimates to determine reported values. If certain factors, including those described in “Part II. Item 1A. Risk Factors” included in our 2025 Form 10-K, cause actual events or results to differ materially from our underlying assumptions or estimates. In that case, there could be a material adverse effect on our results of operations, financial condition, or liquidity. The most significant estimates relate to:
•loss and loss adjustment expense reserves;
•premiums written and earned and related premium receivable, net of expected credit losses;
•reinsurance recoverable on unpaid losses and loss adjustment expenses, net of expected credit losses; and
•valuation of investments, including impairments.
We believe that the critical accounting estimates discussion in “Part II. Item 7. — Management’s Discussion and Analysis of Financial Condition and Results on Operations” of our 2025 Form 10-K continues to describe the significant estimates and judgments included in the preparation of these financial statements.
Recent Accounting Pronouncements
At March 31, 2026, there were no recently issued accounting pronouncements that we have not yet adopted that we expect could have a material impact on our results of operations, financial condition, or liquidity. See Note 2 “Significant Accounting Policies” of the Q1 2026 Financials.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Refer to Item 7A included in our 2025 Form 10-K. There have been no material changes to this item since December 31, 2025, except for the following.
Commodity Prices Risk
In connection with Solasglas’ long or short investment in commodities or derivatives directly impacted by fluctuations in the prices of commodities, the following table summarizes the net impact that a 10% movement in commodity prices would have on the fair value of Solasglas’ investment portfolio. The below table excludes the indirect effect that changes in commodity prices might have on equity securities in the Solasglas’ investment portfolio.
| | | | | | | | | | | | | | |
| | March 31, 2026 | | December 31, 2025 |
Gold | | $ | 6,159 | | | $ | 9,074 | |
Uranium | | 560 | | | 1,770 | |
Copper | | 243 | | | 574 | |
Total unrealized loss | | $ | 6,962 | | | $ | 11,418 | |
Foreign Currency Risk
Underwriting Related
The following table table presents a sensitivity analysis of our total net foreign currency exposures presented in USD equivalent:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | GBP | | EUR | | Other | | Total |
| At March 31, 2026 | | | | | | | |
| Reinsurance assets (liabilities) | $ | 73,899 | | | $ | (24,354) | | | $ | 2,756 | | | $ | 52,301 | |
| Cash and cash equivalents | 7,603 | | | 6,174 | | | 4,189 | | | 17,966 | |
| Net foreign currency exposure | 81,502 | | | (18,180) | | | 6,945 | | | 70,267 | |
| | | | | | | | |
| Pre-tax impact of hypothetical 10% increase in USD | $ | (8,150) | | | $ | 1,818 | | | $ | (695) | | | $ | (7,027) | |
| | | | | | | | |
| At December 31, 2025 | | | | | | | |
| Reinsurance assets (liabilities) | $ | 70,299 | | | $ | (27,226) | | | $ | 1,196 | | | $ | 44,269 | |
| Cash and cash equivalents | 8,068 | | | 2,761 | | | 3,955 | | | 14,784 | |
| Net foreign currency exposure | 78,367 | | | (24,465) | | | 5,151 | | | 59,053 | |
| | | | | | | | |
| Pre-tax impact of hypothetical 10% increase in USD | $ | (7,837) | | | $ | 2,447 | | | $ | (515) | | | $ | (5,905) | |
Investment in Solasglas
At March 31, 2026, a 10% increase in the value of the U.S. dollar against foreign currencies (mostly Euro) would result in a $2.8 million unrealized loss on our investment in Solasglas (December 31, 2025:$3.2 million).
Interest Rate Risk
Investment in Solasglas
At March 31, 2026, our interest rate risk exposure in Solasglas was predominantly related to interest rate derivatives. The fair value for these derivatives is sensitive to movements in the underlying benchmark yield curve, and a hypothetical 100 basis point parallel increase in the yield curve would result in a $35.9 million loss on our investment in Solasglas (December 31, 2025: $20.5 million).
Fixed Maturities
The following table presents the estimated pre-tax impact on the fair value of fixed maturities due to an increase in the U.S. yield curve of 100 basis points and an additional 100 basis points credit spread widening for corporate debt, ABS, non-agency RMBS, and municipal bond securities.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Potential adverse change in fair value |
| | Fair value | | Increase in interest rate by 100 basis points | | Widening of credit spreads by 100 basis points | | Total |
| At March 31, 2026 | | | | | | | | |
| U.S. government and agencies | | $ | 26,252 | | | $ | (583) | | | | | $ | (583) | |
| Agency RMBS | | 25,197 | | | (668) | | | | | (668) | |
| Securities exposed to credit spreads: | | | | | | | | |
| Corporate bonds | | 38,664 | | | (832) | | | (871) | | | (1,703) | |
| ABS | | 6,085 | | | (112) | | | (114) | | | (226) | |
| | | | | | | | |
| | | | | | | | |
| Total fixed maturity portfolio | | $ | 96,198 | | | $ | (2,195) | | | $ | (985) | | | $ | (3,180) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | Potential adverse change in fair value |
| | Fair value | | Increase in interest rate by 100 basis points | | Widening of credit spreads by 100 basis points | | Total |
| At December 31, 2025 | | | | | | | | |
| U.S. government and agencies | | $ | 17,979 | | | $ | (436) | | | | | $ | (436) | |
| Agency RMBS | | 18,258 | | | (485) | | | | | (485) | |
| Securities exposed to credit spreads: | | | | | | | | |
| Corporate bonds | | 9,769 | | | (297) | | | (306) | | | (603) | |
| ABS | | 5,565 | | | (53) | | | (102) | | | (155) | |
| Non-agency RMBS | | 600 | | | (30) | | | (29) | | | (59) | |
| Municipal bonds | | 857 | | | (30) | | | (30) | | | (60) | |
| Total fixed maturity portfolio | | $ | 53,028 | | | $ | (1,331) | | | $ | (467) | | | $ | (1,798) | |
Item 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 of the Exchange Act, the Company has evaluated, with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the effectiveness of its disclosure controls and procedures (as defined in such rules) as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports prepared in accordance with the rules and regulations of the SEC is recorded, processed, summarized and reported
within the time periods specified by the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures will prevent all errors and all frauds. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company continues to review its disclosure controls and procedures, including its internal controls over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business.
PART II — OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
From time to time, in the normal course of business, we may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation, the outcomes of which determine our rights and obligations under our reinsurance contracts and other contractual agreements. In some disputes, we may seek to enforce our rights under an agreement or to collect funds owing to us. In other matters, we may resist attempts by others to collect funds or enforce alleged rights. While the final outcome of legal disputes cannot be predicted with certainty, we do not believe that any of our existing contractual disputes, when finally resolved, will have a material adverse effect on our business, financial condition or operating results.
Item 1A. RISK FACTORS
Factors that could cause our actual results to differ materially from those in this report are any of the risks described in “Part I. Item 1A. Risk Factors” included in our 2025 Form 10-K, as filed with the SEC on March 9, 2026. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.
As of March 31, 2026, there have been no other material changes to the risk factors disclosed in “Part I. Item 1A. Risk Factors” included in our 2025 Form 10-K. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Refer to Note 11 “Share Capital” of the condensed consolidated financial statements for a summary of our share repurchase plan.
The table below details the share repurchases that were made under the Plan during the three months ended March 31, 2026:
| | | | | | | | | | | | | | | | | | | | |
| Shares Purchased Under Publicly Announced Repurchase Program |
| Period | | Number of Shares Purchased | | Average Price per Share | | Maximum Dollar Amount Still Available Under Share Repurchase Plan |
| Beginning balance | | | | | | $ | 20,175 | |
| January 1 - 31, 2026 | | — | | | $ | — | | | 20,175 | |
| February 1 - 28, 2026 | | — | | | — | | | 20,175 | |
| March 1 - 31, 2026 | | 298,701 | | | 16.70 | | | 15,186 | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| Total | | 298,701 | | | $ | 16.70 | | | $ | 15,186 | |
During the three months ended March 31, 2026, we repurchased 298,701 ordinary shares at an average price of $16.70 per share, for a total of $5.0 million.
Subsequent to March 31, 2026, we repurchased 518,454 ordinary shares at an aggregate cost of $9.5 million and an average price of $18.38 per ordinary share through April 30, 2026. On April 28, 2026, the Board of Directors approved a new share repurchase plan of up to $40.0 million from May 15, 2026 to May 31, 2027.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
(c) Insider Trading Arrangements and Related Disclosures
Our directors and executive officers may purchase or sell shares of our ordinary shares in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and in compliance with guidelines specified by the Company. In accordance with Rule 10b5-1 and our insider trading policy, directors, officers, and certain employees who, at such time, are not in possession of material non-public information about the Company are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s stock, including shares acquired pursuant to the Company’s equity plans (“Rule 10b5-1 Trading Plans”). Under Rule 10b5-1 Trading Plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them.
During the three months ended March 31, 2026, we did not have any Rule 10b5-1 trading arrangements or any “non-Rule 10b5-1 arrangements” (as defined in Item 408(a) of Regulation S-K) in place for our directors and officers.
Item 6. EXHIBITS
| | | | | |
| 10.1 | |
| 10.2 | |
| 31.1 | |
| 31.2 | |
| 32.1 | |
| 32.2 | |
| 101 | The following materials from the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026 formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Changes in Shareholders’ Equity; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | |
| | GREENLIGHT CAPITAL RE, LTD. | |
| | (Registrant) | |
| | By: | /s/ GREGORY RICHARDSON | |
| | | Gregory Richardson Director and Chief Executive Officer (principal executive officer) | |
| | | May 5, 2026 | |
| | | |
| | By: | /s/ FARAMARZ ROMER | |
| | | Faramarz Romer Chief Financial Officer (principal financial officer) | |
| | | May 5, 2026 | |
| | | |