v3.26.3
Debt
 9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
Debt Debt
The following table presents White Mountains’s debt outstanding as of September 30, 2026 and December 31, 2025:
$ in MillionsSeptember 30, 2026
Effective
  Rate (1)
December 31, 2025
Effective
  Rate (1)
Ark 2021 Subordinated Notes Tranche 1$44.7 $45.8 
Ark 2021 Subordinated Notes Tranche 247.0 47.0 
Ark 2021 Subordinated Notes Tranche 370.0 70.0 
Unamortized issuance cost(2.7)(3.1)
Ark 2021 Subordinated Notes, carrying value159.0 9.8%159.7 10.2%
Kudu Credit Facility358.3 358.3 
Unamortized issuance cost(7.4)(7.9)
Kudu Credit Facility, carrying value350.9 8.1%350.4 8.9%
HG Global 2026 Senior Notes200.0 — 
Unamortized issuance cost(2.6)— 
HG Global 2026 Senior Notes, carrying value197.4 7.5%— N/A
HG Global 2022 Senior Notes — 150.0 
Unamortized discount and issuance cost— (2.2)
HG Global 2022 Senior Notes, carrying value — 147.8 10.8%
Distinguished Credit Facility
130.4 131.4 
Unamortized issuance cost(1.3)(1.5)
Distinguished Credit Facility, carrying value
129.1 10.0%129.9 10.3%
Distinguished other debt, carrying value
11.8 10.9%10.9 10.9%
Total Distinguished debt
140.9 140.8 
WTM Partners Debt64.1 19.6 
Unamortized issuance cost(1.0)(.2)
WTM Partners Debt, carrying value63.1 7.3%19.4 7.1%
Other Operations Debt17.6 19.1 
Unamortized issuance cost(.3)(.2)
Other Operations Debt, carrying value17.3 9.2%18.9 9.3%
Total debt$928.6 $837.0 
 (1) The effective rate includes the effect of the amortization of debt issuance costs and original issue discount but excludes the effect of the interest rate caps, where applicable. See Note 9 — “Derivatives.”
Ark Subordinated Notes

In the third quarter of 2021, GAIL issued $163.3 million face value floating rate unsecured subordinated notes at par in three separate transactions for proceeds of $157.8 million, net of debt issuance costs (collectively, the “Ark 2021 Subordinated Notes”). The Ark 2021 Subordinated Notes were issued in private placement offerings that were exempt from the registration requirements of the Securities Act of 1933.
On July 13, 2021, Ark issued €39.1 million ($46.3 million based upon the foreign currency exchange spot rate as of the date of the transaction) face value floating rate unsecured subordinated notes (“Ark 2021 Subordinated Notes Tranche 1”). The Ark 2021 Subordinated Notes Tranche 1, which mature on July 13, 2041, accrue interest at a floating rate equal to the three-month Euro Interbank Offered Rate (“EURIBOR”) plus a stated margin of 5.75% per annum.
On August 11, 2021, Ark issued $47.0 million face value floating rate unsecured subordinated notes (“Ark 2021 Subordinated Notes Tranche 2”). The Ark 2021 Subordinated Notes Tranche 2, which mature on August 11, 2041, accrue interest at a floating rate equal to the three-month Secured Overnight Financing Rate (“SOFR”) plus a SOFR benchmark adjustment of 0.26% and a stated margin of 5.75% per annum.
On September 8, 2021, Ark issued $70.0 million face value floating rate unsecured subordinated notes (“Ark 2021 Subordinated Notes Tranche 3”). The Ark 2021 Subordinated Notes Tranche 3, which mature on September 8, 2041, accrue interest at a floating rate equal to the three-month SOFR plus a SOFR benchmark adjustment of 0.26% and a stated margin of 6.1% per annum.
On the ten-year anniversary of the issue dates, the interest rate for the Ark 2021 Subordinated Notes will increase by 1.0% per annum. Ark has the option to redeem, in whole or in part, the Ark 2021 Subordinated Notes ahead of contractual maturity at the outstanding principal amounts plus accrued interest at the ten-year anniversary or any subsequent interest payment date.
All payments of principal and interest under the Ark 2021 Subordinated Notes are conditional upon GAIL’s solvency and compliance with the enhanced capital requirements of the Bermuda Monetary Authority (“BMA”). The deferral of payments of principal and interest under these conditions does not constitute a default by Ark and does not give the noteholders any rights to accelerate repayment of the Ark 2021 Subordinated Notes or take any enforcement action under the Ark 2021 Subordinated Notes.
If the payments of principal and interest under the Ark 2021 Subordinated Notes become subject to tax withholding in Bermuda, Ark is required to pay additional amounts such that the amount received by the noteholders is the same as would have been received absent the tax withholding being imposed. The Ark 2021 Subordinated Notes Tranche 3 require the payment of additional interest of 1.0% per annum upon the occurrence of a premium load event until such event is remedied. Premium load events include the failure to meet payment obligations of the Ark 2021 Subordinated Notes Tranche 3 when due, failure to maintain GAIL’s investment grade credit rating, failure to maintain 120% of GAIL’s Bermuda solvency capital requirement, failure to maintain GAIL’s debt to capital ratio below 40%, late filing of GAIL’s or Ark’s financial information, and making a restricted payment or distribution on GAIL’s common stock or other securities that rank junior or pari passu with the Ark 2021 Subordinated Notes Tranche 3 when a different premium load event exists or will be caused by the restricted payment. As of September 30, 2026, there were no premium load events.
As of September 30, 2026, the Ark 2021 Subordinated Notes Tranche 1 had an outstanding balance of €39.1 million ($44.7 million based upon the foreign exchange spot rate as of September 30, 2026), the Ark 2021 Subordinated Notes Tranche 2 had an outstanding balance of $47.0 million, and the Ark 2021 Subordinated Notes Tranche 3 had an outstanding balance of $70.0 million.
The Ark Subordinated Notes contain various affirmative and negative covenants that White Mountains considers to be customary for such borrowings.

Ark Standby Letter of Credit Facilities

In December 2021, Ark entered into an uncommitted secured standby letter of credit facility agreement with Citibank Europe Plc (the “Citibank LOC Facility”), with capacity of $125.0 million on a collateralized basis. In September 2022, Ark entered into an additional uncommitted standby letter of credit facility agreement with Lloyds Bank Corporate Markets PLC (the “Lloyds LOC Facility”), with capacity of $100.0 million on a collateralized basis.
As of September 30, 2026, the Citibank LOC Facility had an outstanding balance of $58.5 million and cash and investments pledged as collateral of $64.8 million. As of September 30, 2026, the Lloyds LOC Facility had an outstanding balance of $24.0 million and cash and investments pledged as collateral of $26.3 million. Ark’s uncommitted secured standby letter of credit facility agreements contain various representations, warranties and affirmative and negative covenants that White Mountains considers to be customary for such borrowings.
Kudu Credit Facility

On March 23, 2021, Kudu entered into a secured revolving credit facility (the “Kudu Credit Facility”) with Mass Mutual. The Kudu Credit Facility has a total commitment of $500.0 million, an availability period through July 21, 2030 and a maturity date of July 21, 2038.
From July 1, 2024 through July 21, 2025, interest on the Kudu Credit Facility accrued at a floating rate equal to the three-month SOFR plus a stated margin of 4.45% per annum with no SOFR benchmark adjustment. Effective July 21, 2025, the Kudu Credit Facility accrues interest at the greater of (i) the fixed rate equal to the interpolated yield on U.S. Treasuries at the time of each future borrowing plus a stated margin of 3.10% or (ii) 7.25%. The interest rate on the $253.3 million outstanding balance as of July 21, 2025 was reduced from a then floating rate of 8.75% to a fixed rate of 7.65%.
The Kudu Credit Facility requires Kudu to maintain an interest reserve account of two times the interest accrued for the most recent quarterly interest period. As of September 30, 2026 and December 31, 2025, the interest reserve account held short-term investments of $9.6 million and $7.6 million.
The Kudu Credit Facility requires Kudu to maintain a maximum loan-to-value ratio of the outstanding balance to the sum of the fair market value of Kudu’s other long-term investments and cash held in certain accounts (the “LTV Percentage”) for annual periods beginning on July 21, 2025 as follows: 40% in years 0-6, 25% in years 7-8, 15% in years 9-11 and 0% thereafter. As of September 30, 2026, Kudu had a 27% LTV Percentage.
The Kudu Credit Facility requires Kudu to maintain a minimum debt service coverage ratio of 2.5 times for 2025 and thereafter. As of September 30, 2026, Kudu had a debt service coverage ratio of 4.0 times.
Kudu may borrow undrawn balances until July 21, 2030, subject to customary terms and conditions, to the extent that the amount borrowed under the Kudu Credit Facility does not exceed the borrowing base, which is equal to 35% of the fair value of Kudu’s other long-term investments.
The following table presents the change in debt under the Kudu Credit Facility for the three and nine months ended September 30, 2026 and 2025:
Three Months Ended September 30,Nine Months Ended September 30,
Millions2026202520262025
Kudu Credit Facility
Beginning balance$358.3 $253.3 $358.3 $245.3 
Borrowings — 29.0 — 37.0 
Repayments— — — — 
Ending balance$358.3 $282.3 $358.3 $282.3 

The Kudu Credit Facility is secured by all property of the loan parties and contains various representations, warranties and affirmative and negative covenants that White Mountains considers to be customary for such borrowings.

HG Global Senior Notes

On April 29, 2022, HG Global issued $150.0 million face value floating rate secured senior notes with a maturity date of April 29, 2032 (the “HG Global 2022 Senior Notes”). On May 14, 2026, HG Global refinanced the HG Global 2022 Senior Notes in a private placement transaction, upsizing the facility and improving the terms and conditions. In the refinancing, HG Global issued $200.0 million face value fixed rate secured senior notes with a maturity date of May 14, 2036 (the “HG Global 2026 Senior Notes”). In connection with the extinguishment of the HG Global 2022 Senior Notes, HG Global recognized a $3.6 million loss within general and administrative expenses.
The HG Global 2026 Senior Notes accrue interest at a fixed rate of 7.39% per annum. Prior to the extinguishment on May 14, 2026, the HG Global 2022 Senior Notes accrued interest at a floating rate of 9.93%, based on the three-month SOFR plus a SOFR benchmark adjustment of 0.26% and a stated margin of 6.0% per annum.
The HG Global 2026 Senior Notes require HG Global to maintain an interest reserve account equal to the annual interest expense. Prior to extinguishment, the HG Global 2022 Senior Notes required HG Global to maintain an interest reserve account equal to two years of annual interest expense. As of September 30, 2026 and December 31, 2025, the interest reserve account held short-term investments of $15.0 million and $30.4 million.
If the payments of principal and interest under the HG Global 2026 Senior Notes become subject to tax withholding on behalf of a relevant governmental authority, HG Global is required to pay additional amounts such that the amount received by the noteholders is the same as would have been received absent the tax withholding being imposed. The HG Global 2026 Senior Notes require the payment of additional interest of 2.0% per annum if certain conditions of default are met, including failing to make payments or violating any affirmative or negative covenants.
The HG Global 2026 Senior Notes are secured by the capital stock and other equity interests of HG Global’s subsidiaries, the interest reserve account and all cash and non-cash proceeds from such collateral. The HG Global 2026 Senior Notes contain various affirmative and negative covenants that White Mountains considers to be customary for such borrowings.
As of September 30, 2026, the HG Global 2026 Senior Notes had an outstanding balance of $200.0 million.

Distinguished Credit Facility

On July 4, 2025, Distinguished entered into an amended credit facility (the “Distinguished Credit Facility”). The amendment waived certain change of control prepayment provisions and provided $50.0 million of incremental term loan principal for purposes of consummating the Distinguished Transaction. The $50.0 million of incremental term loan principal was subsequently drawn on September 2, 2025 in connection with the closing of the Distinguished Transaction. The Distinguished Credit Facility is comprised of a term loan of $141.0 million, a delayed-draw term loan of $40.0 million and a revolving credit loan commitment of $15.0 million. The Distinguished Credit Facility matures on October 10, 2029. As of September 30, 2026, the revolving credit and delayed draw term loans were undrawn. The delayed draw term loan had an availability period through October 10, 2026, which expired without being drawn.
Distinguished was required to make payments of principal on a quarterly basis totaling $0.4 million for 2025, increasing to $1.4 million annually thereafter. On an annual basis, Distinguished may also be required to use a percentage of excess cash flows to repay outstanding principal plus accrued interest if Distinguished’s total leverage ratio, calculated as total indebtedness less unrestricted cash over bank adjusted EBITDA, rises above 3.75 times. To date, no repayments have been required under this provision. The next annual determination will occur in the second quarter of 2027. Distinguished has the option to prepay, in whole or in part, the Distinguished Credit Facility at the outstanding principal plus accrued interest.
Interest on the Distinguished Credit Facility accrues at a floating rate equal to the three-month SOFR plus a stated margin ranging from 5.25% to 5.5% per annum based on Distinguished’s total leverage ratio. As of September 30, 2026, the stated margin was 5.5%. On September 16, 2025, Distinguished entered into an interest rate cap to limit its exposure to the risk of interest rate increases on the Distinguished Credit Facility. See Note 9 — “Derivatives.”
The following table presents the change in debt under the Distinguished Credit Facility for the three and nine months ended September 30, 2026 as well as the period from September 2, 2025 to September 30, 2025:
MillionsThree Months Ended
September 30, 2026		Nine Months Ended
September 30, 2026		September 2, 2025 - September 30, 2025
Distinguished Credit Facility
Beginning balance$130.7 $131.4 $90.2 
(1)
Borrowings— — 50.0 
(2)
Repayments(.3)(1.0)(.4)
Ending balance$130.4 $130.4 $139.8 
(1) Represents the outstanding balance of the Distinguished Credit Facility assumed in the Distinguished Transaction. See Note 2 — “Significant Transactions.”
(2) Represents the $50.0 of incremental term loan drawn in connection with the closing of the Distinguished Transaction. See Note 2 — “Significant Transactions.”

If the payments of principal and interest under the Distinguished Credit Facility become subject to tax withholding under any applicable law, Distinguished is required to pay additional amounts such that the amount received by the noteholders is the same as would have been received absent the tax withholding being imposed.
The Distinguished Credit Facility is secured by all property of the loan parties and contains various representations, warranties and affirmative and negative covenants that White Mountains considers to be customary for such borrowings, including a maximum total leverage ratio of 5.5 times. As of September 30, 2026, Distinguished’s total leverage ratio was 4.8 times.

WTM Partners Debt

As of September 30, 2026, WTM Partners had debt with an outstanding balance of $64.1 million, which consisted of two secured credit facilities (collectively, “WTM Partners Debt”).
Other Operations Debt

As of September 30, 2026, White Mountains’s Other Operations had debt with an outstanding balance of $17.6 million, which consisted of four secured credit facilities (collectively, “Other Operations Debt”).

WTM Credit Facility
On July 16, 2025, the Company entered into a credit agreement, which established a senior unsecured revolving credit facility of up to $250.0 million that matures on July 16, 2028 (the “WTM Credit Facility”). As of September 30, 2026, the WTM Credit Facility was undrawn. White Mountains may borrow undrawn balances until July 16, 2028, subject to customary terms and conditions, including key covenants tied to White Mountains’s minimum net worth and debt to total capital ratio. Interest on any future borrowings under the WTM Credit Facility will accrue at a floating rate generally equal to the SOFR term rate plus a stated margin ranging from 1.1% to 1.5% per annum.
The WTM Credit Facility contains various representations, warranties and affirmative and negative covenants that White Mountains considers to be customary for such borrowings.

Compliance

As of September 30, 2026, White Mountains was in compliance, in all material respects, with all of the covenants under its debt instruments.