Q30001494904false--12-31http://fasb.org/srt/2025#ChiefExecutiveOfficerMember0001494904gbli:UnfundedCommitmentsMember2025-09-300001494904gbli:AccumulatedOtherComprehensiveIncomeNetOfDeferredIncomeTaxMember2024-09-300001494904us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904us-gaap:AdditionalPaidInCapitalMember2025-01-012025-09-300001494904gbli:AccumulatedOtherComprehensiveIncomeNetOfDeferredIncomeTaxMember2024-12-310001494904us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904us-gaap:IntersegmentEliminationMember2024-01-012024-09-300001494904us-gaap:IntersegmentEliminationMember2025-07-012025-09-300001494904us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USStatesAndPoliticalSubdivisionsMember2025-09-300001494904us-gaap:USStatesAndPoliticalSubdivisionsMemberus-gaap:FixedIncomeSecuritiesMember2024-12-310001494904us-gaap:RetainedEarningsMember2024-12-310001494904gbli:TimeBasedOptionAwardMember2024-09-300001494904gbli:AccumulatedOtherComprehensiveIncomeNetOfDeferredIncomeTaxMember2025-09-300001494904us-gaap:CorporateNonSegmentMember2024-01-012024-09-300001494904gbli:BelmontCoreMemberus-gaap:OperatingSegmentsMember2025-01-012025-09-300001494904us-gaap:EmployeeStockOptionMember2024-07-012024-09-300001494904us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904us-gaap:CorporateDebtSecuritiesMember2025-09-300001494904us-gaap:EmployeeStockOptionMember2024-01-012024-09-300001494904gbli:O2025H2DividendsMember2025-01-012025-09-300001494904us-gaap:OperatingSegmentsMembergbli:AgencyAndInsuranceServicesMember2025-01-012025-09-300001494904us-gaap:EmployeeStockOptionMember2025-07-012025-09-300001494904us-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904gbli:O2025Q1DividendsMember2025-01-012025-09-300001494904us-gaap:TreasuryStockCommonMember2024-09-300001494904us-gaap:FixedIncomeSecuritiesMember2025-01-012025-09-300001494904us-gaap:CommonStockMemberus-gaap:CommonClassBMember2024-12-310001494904us-gaap:OtherInvestmentsMember2025-07-012025-09-300001494904gbli:FoxPaineAndCompanyMember2024-12-310001494904us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2024-07-012024-09-300001494904us-gaap:USTreasurySecuritiesMemberus-gaap:FixedIncomeSecuritiesMember2025-09-300001494904us-gaap:RetainedEarningsMember2024-07-012024-09-300001494904us-gaap:EquityMethodInvestmentsMember2025-09-300001494904us-gaap:CommonClassAMembergbli:EmployeeMembergbli:JuneOneToJuneThirtyTwoThousandAndTwentyFourMember2024-01-012024-09-300001494904us-gaap:EquitySecuritiesMember2025-07-012025-09-300001494904us-gaap:AdditionalPaidInCapitalMember2025-06-300001494904us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2024-01-012024-09-300001494904us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMember2024-12-310001494904us-gaap:USStatesAndPoliticalSubdivisionsMemberus-gaap:FixedIncomeSecuritiesMember2025-09-300001494904srt:MaximumMembergbli:BelmontNonCoreMember2024-07-012024-09-300001494904us-gaap:CommonStockMembergbli:ClassACommonSharesDesignatedAsClassA-2CommonSharesMembergbli:FoxPaineCompanyLlcMember2025-01-012025-09-300001494904gbli:FoxPaineEntitiesMember2025-09-300001494904us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMember2025-09-300001494904us-gaap:ForeignCorporateDebtSecuritiesMemberus-gaap:FixedIncomeSecuritiesMember2024-12-310001494904us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2024-06-300001494904us-gaap:FairValueInputsLevel3Membergbli:GlobalDebtFundLimitedPartnershipMember2024-12-310001494904us-gaap:FairValueInputsLevel3Memberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USStatesAndPoliticalSubdivisionsMember2024-12-310001494904us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-09-300001494904gbli:PropertyMembergbli:BelmontCoreMember2025-01-012025-09-300001494904us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2025-07-012025-09-300001494904us-gaap:CashAndCashEquivalentsMember2025-07-012025-09-300001494904us-gaap:CommonStockMemberus-gaap:CommonClassAMember2025-01-012025-09-300001494904us-gaap:CommonClassAMember2025-10-300001494904us-gaap:EquityMethodInvestmentsMember2025-07-012025-09-300001494904us-gaap:MortgageBackedSecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904gbli:AccumulatedOtherComprehensiveIncomeNetOfDeferredIncomeTaxMember2024-06-300001494904us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USStatesAndPoliticalSubdivisionsMember2024-12-310001494904gbli:ClassACommonSharesDesignatedAsClassA-2CommonSharesMember2025-09-300001494904us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-07-012024-09-300001494904gbli:PropertyMembergbli:BelmontCoreMember2024-01-012024-09-300001494904us-gaap:CommonClassAMember2024-01-012024-09-300001494904us-gaap:OperatingSegmentsMembergbli:AgencyAndInsuranceServicesMember2024-01-012024-09-300001494904us-gaap:CommonStockMemberus-gaap:CommonClassBMember2025-09-300001494904gbli:HeldInTrustPursuantToThirdPartyRequirementsMember2025-09-300001494904us-gaap:FairValueInputsLevel3Memberus-gaap:ForeignCorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904gbli:KeyEmployeesMembergbli:RestrictedClassACommonSharesOrRestrictedStockUnitsMember2025-07-012025-09-300001494904us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2025-07-012025-09-300001494904us-gaap:RestrictedStockMembergbli:NonEmployeeDirectorMember2025-07-012025-09-300001494904us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2025-01-012025-09-300001494904gbli:ClassACommonSharesDesignatedAsClassA-2CommonSharesMembergbli:FoxPaineCompanyLlcMember2025-03-062025-03-060001494904us-gaap:TreasuryStockCommonMember2024-06-300001494904us-gaap:RetainedEarningsMember2025-01-012025-09-300001494904gbli:SeriesACumulativeFixedRatePreferredSharesMemberus-gaap:PreferredStockMember2024-06-300001494904us-gaap:RetainedEarningsMember2023-12-310001494904gbli:AgencyAndInsuranceServicesMember2024-01-012024-09-300001494904us-gaap:FairValueInputsLevel2Memberus-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904us-gaap:PreferredStockMember2024-12-310001494904us-gaap:AccumulatedTranslationAdjustmentMember2025-07-012025-09-300001494904us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904us-gaap:CommercialMortgageBackedSecuritiesMemberus-gaap:FixedIncomeSecuritiesMember2025-09-300001494904us-gaap:CommonClassAMembergbli:EmployeeMembergbli:JuneOneToJuneThirtyTwoThousandAndTwentyFourMember2024-09-300001494904gbli:AccumulatedOtherComprehensiveIncomeNetOfDeferredIncomeTaxMember2025-06-300001494904gbli:ClassACommonSharesDesignatedAsClassA-2CommonSharesMembergbli:FoxPaineCompanyLlcMember2025-01-012025-09-300001494904us-gaap:MortgageBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904us-gaap:USTreasurySecuritiesMemberus-gaap:FixedIncomeSecuritiesMember2024-12-310001494904gbli:RestrictedClassACommonSharesOrRestrictedStockUnitsMember2025-07-012025-09-300001494904gbli:AccumulatedOtherComprehensiveIncomeNetOfDeferredIncomeTaxMember2024-01-012024-09-300001494904us-gaap:ShareBasedCompensationAwardTrancheOneMembergbli:TimeBasedOptionAwardMember2025-01-012025-09-300001494904country:US2025-01-012025-09-300001494904us-gaap:CommonClassAMemberus-gaap:TreasuryStockCommonMember2025-01-012025-09-3000014949042025-09-112025-09-110001494904us-gaap:RestrictedStockUnitsRSUMember2025-07-012025-09-300001494904gbli:TradingIncomeMembercountry:IE2025-01-012025-09-3000014949042014-12-310001494904us-gaap:EquityMethodInvestmentsMember2025-01-012025-09-300001494904us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-01-012024-09-300001494904us-gaap:CommonClassAMember2025-09-300001494904us-gaap:CommonStockMembergbli:ClassACommonSharesDesignatedAsClassA-2CommonSharesMembergbli:FoxPaineCompanyLlcMember2024-07-012024-09-300001494904gbli:BelmontCoreMembergbli:CasualtyMember2025-01-012025-09-300001494904gbli:BelmontCoreMembersrt:MaximumMember2024-07-012024-09-300001494904gbli:ClassACommonSharesDesignatedAsClassA-2CommonSharesMember2025-10-300001494904us-gaap:OperatingSegmentsMembergbli:BelmontNonCoreMember2024-07-012024-09-300001494904gbli:BelmontCoreMemberus-gaap:OperatingSegmentsMember2025-07-012025-09-300001494904us-gaap:OperatingSegmentsMembergbli:BelmontNonCoreMember2025-09-300001494904us-gaap:FairValueInputsLevel3Memberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904gbli:AccumulatedOtherComprehensiveIncomeNetOfDeferredIncomeTaxMember2024-07-012024-09-300001494904us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904gbli:RestrictedClassACommonSharesOrRestrictedStockUnitsMember2025-01-012025-09-300001494904us-gaap:CorporateNonSegmentMember2025-09-300001494904gbli:BelmontHoldingsGXIncMember2025-01-012025-09-300001494904us-gaap:OperatingSegmentsMembergbli:AgencyAndInsuranceServicesMember2025-09-3000014949042025-06-300001494904gbli:GreenbergTraurigLLPMember2025-07-012025-09-300001494904us-gaap:EmployeeStockOptionMember2024-07-012024-09-300001494904us-gaap:FixedIncomeSecuritiesMember2025-07-012025-09-300001494904us-gaap:CommonStockMemberus-gaap:CommonClassBMember2025-06-300001494904us-gaap:OperatingSegmentsMembergbli:AgencyAndInsuranceServicesMember2024-09-300001494904us-gaap:FixedIncomeSecuritiesMember2025-07-012025-09-300001494904us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USStatesAndPoliticalSubdivisionsMember2025-09-300001494904us-gaap:AccumulatedTranslationAdjustmentMember2024-07-012024-09-300001494904us-gaap:MortgageBackedSecuritiesMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904gbli:O2025Q2DividendsMember2025-01-012025-09-300001494904gbli:EuropeanNonPerformingLoanFundLimitedPartnershipMember2025-09-300001494904us-gaap:OperatingSegmentsMember2025-09-300001494904us-gaap:MortgageBackedSecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904us-gaap:AccumulatedTranslationAdjustmentMember2024-06-300001494904us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMember2024-12-310001494904gbli:GreenbergTraurigLLPMember2024-01-012024-09-300001494904us-gaap:AdditionalPaidInCapitalMember2024-06-300001494904us-gaap:CashAndCashEquivalentsMember2024-01-012024-09-300001494904us-gaap:AccumulatedTranslationAdjustmentMember2024-09-300001494904us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904us-gaap:VariableInterestEntityNotPrimaryBeneficiaryMember2025-09-300001494904us-gaap:AdditionalPaidInCapitalMember2024-12-310001494904us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USStatesAndPoliticalSubdivisionsMember2025-09-300001494904us-gaap:AdditionalPaidInCapitalMember2024-01-012024-09-300001494904us-gaap:FixedIncomeSecuritiesMember2024-01-012024-09-300001494904gbli:CasualtyMembergbli:BelmontNonCoreMember2025-07-012025-09-300001494904gbli:SeriesACumulativeFixedRatePreferredSharesMember2025-09-3000014949042024-09-300001494904us-gaap:IntersegmentEliminationMember2025-01-012025-09-300001494904us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-300001494904us-gaap:PreferredStockMembergbli:SeriesACumulativeFixedRatePreferredSharesMember2024-12-310001494904gbli:FoxPaineAndCompanyMember2025-01-012025-09-300001494904gbli:AccumulatedOtherComprehensiveIncomeNetOfDeferredIncomeTaxMember2025-07-012025-09-300001494904us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignCorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904us-gaap:FixedIncomeSecuritiesMember2025-09-300001494904us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904us-gaap:IntersegmentEliminationMember2024-07-012024-09-300001494904us-gaap:ForeignCorporateDebtSecuritiesMemberus-gaap:FixedIncomeSecuritiesMember2025-09-300001494904us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMember2024-12-310001494904gbli:HeldInTrustPursuantToThirdPartyRequirementsMember2024-12-310001494904us-gaap:RetainedEarningsMember2024-09-300001494904us-gaap:RestrictedStockMembergbli:NonEmployeeDirectorMember2024-01-012024-09-300001494904us-gaap:EmployeeStockOptionMember2025-01-012025-09-3000014949042024-03-282024-03-280001494904gbli:BelmontCoreMembergbli:CasualtyMember2025-07-012025-09-300001494904us-gaap:OperatingSegmentsMember2025-01-012025-09-300001494904us-gaap:OtherInvestmentsMember2025-01-012025-09-300001494904us-gaap:CommonStockMemberus-gaap:CommonClassAMember2025-07-012025-09-300001494904srt:MaximumMember2024-07-012024-09-300001494904srt:MaximumMember2025-09-300001494904us-gaap:EquityMethodInvestmentsMember2024-01-012024-09-300001494904us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USStatesAndPoliticalSubdivisionsMember2024-12-310001494904gbli:UnvestedSharesNetOfForfeituresMember2024-01-012024-09-300001494904us-gaap:OperatingSegmentsMember2024-07-012024-09-300001494904gbli:BelmontCoreMember2025-07-012025-09-300001494904gbli:O2024Q3DividendsMember2024-07-012024-09-300001494904gbli:GreenbergTraurigLLPMember2025-01-012025-09-300001494904us-gaap:FairValueInputsLevel2Memberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904us-gaap:PreferredStockMembergbli:SeriesACumulativeFixedRatePreferredSharesMember2025-06-300001494904gbli:ClassACommonSharesDesignatedAsClassA-2CommonSharesMembergbli:FoxPaineCompanyLlcMember2025-01-012025-03-310001494904gbli:VariableInterestEntityOneMember2025-09-300001494904us-gaap:FairValueInputsLevel2Memberus-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USStatesAndPoliticalSubdivisionsMember2024-12-310001494904us-gaap:OperatingSegmentsMembergbli:BelmontNonCoreMember2024-01-012024-09-300001494904us-gaap:CommonStockMembergbli:ClassACommonSharesDesignatedAsClassA-2CommonSharesMembergbli:FoxPaineCompanyLlcMember2025-07-012025-09-300001494904us-gaap:OtherAssetsMember2024-12-310001494904us-gaap:FairValueInputsLevel3Membergbli:GlobalDebtFundLimitedPartnershipMember2025-09-300001494904us-gaap:CommonClassAMember2025-07-012025-09-300001494904us-gaap:CorporateNonSegmentMember2024-09-300001494904us-gaap:OperatingSegmentsMember2025-07-012025-09-300001494904us-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904gbli:PropertyMembergbli:BelmontNonCoreMember2025-01-012025-09-300001494904gbli:TimeBasedOptionAwardMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMember2025-01-012025-09-300001494904us-gaap:CommonClassAMember2024-12-310001494904gbli:VariableInterestEntityTwoMember2025-09-300001494904gbli:PropertyMembergbli:BelmontNonCoreMember2025-07-012025-09-300001494904us-gaap:CommercialMortgageBackedSecuritiesMember2025-09-300001494904us-gaap:CorporateNonSegmentMember2024-07-012024-09-300001494904us-gaap:ForeignCorporateDebtSecuritiesMember2024-12-310001494904gbli:RestrictedClassACommonSharesOrRestrictedStockUnitsMember2024-07-012024-09-300001494904us-gaap:ForeignCorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904gbli:BelmontCoreMember2025-01-012025-09-300001494904us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMember2025-09-300001494904gbli:ClassACommonSharesDesignatedAsClassA-2CommonSharesMember2025-03-062025-03-060001494904gbli:ClassACommonSharesDesignatedAsClassA-2CommonSharesMembergbli:FoxPaineCompanyLlcMember2025-03-060001494904us-gaap:CommonClassBMember2025-10-300001494904us-gaap:OperatingSegmentsMembergbli:BelmontNonCoreMember2025-01-012025-09-300001494904us-gaap:USStatesAndPoliticalSubdivisionsMember2025-09-300001494904us-gaap:FairValueInputsLevel3Memberus-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904us-gaap:AssetBackedSecuritiesMemberus-gaap:FixedIncomeSecuritiesMember2025-09-300001494904us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904us-gaap:FairValueInputsLevel3Memberus-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-3000014949042025-09-300001494904us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMember2025-09-300001494904us-gaap:CashAndCashEquivalentsMember2025-01-012025-09-300001494904us-gaap:TreasuryStockCommonMember2025-06-300001494904us-gaap:AccumulatedTranslationAdjustmentMember2025-09-300001494904gbli:KatalyxHoldingsLLCMember2025-01-012025-09-300001494904us-gaap:FairValueInputsLevel3Memberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-3000014949042024-01-012024-09-300001494904us-gaap:USStatesAndPoliticalSubdivisionsMember2024-12-310001494904gbli:OnDepositWithGovernmentalAuthoritiesMember2024-12-310001494904us-gaap:RestrictedStockMembergbli:NonEmployeeDirectorMember2025-01-012025-09-300001494904us-gaap:CommonStockMemberus-gaap:CommonClassBMember2023-12-310001494904us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2025-07-012025-09-300001494904us-gaap:FairValueInputsLevel3Membergbli:EuropeanNonPerformingLoanFundLimitedPartnershipMember2024-12-310001494904us-gaap:AssetBackedSecuritiesMemberus-gaap:FixedIncomeSecuritiesMember2024-12-310001494904us-gaap:CorporateDebtSecuritiesMemberus-gaap:FixedIncomeSecuritiesMember2025-09-300001494904us-gaap:IntersegmentEliminationMember2024-09-300001494904gbli:AccumulatedOtherComprehensiveIncomeNetOfDeferredIncomeTaxMember2025-01-012025-09-300001494904us-gaap:ForeignCorporateDebtSecuritiesMemberus-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904us-gaap:FixedIncomeSecuritiesMemberus-gaap:MortgageBackedSecuritiesMember2025-09-300001494904us-gaap:CommercialMortgageBackedSecuritiesMember2024-12-310001494904us-gaap:MortgageBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904us-gaap:CommonStockMembergbli:ClassACommonSharesDesignatedAsClassA-2CommonSharesMembergbli:FoxPaineCompanyLlcMember2024-01-012024-09-300001494904us-gaap:MortgageBackedSecuritiesMember2025-09-300001494904us-gaap:RestrictedStockUnitsRSUMember2024-07-012024-09-300001494904us-gaap:IntersegmentEliminationMember2025-09-300001494904us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2024-07-012024-09-300001494904gbli:CasualtyMembergbli:BelmontNonCoreMember2025-01-012025-09-300001494904us-gaap:CommonStockMemberus-gaap:CommonClassAMember2025-09-300001494904us-gaap:FixedIncomeSecuritiesMember2024-01-012024-09-300001494904us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2025-01-012025-09-300001494904us-gaap:RetainedEarningsMember2024-06-300001494904gbli:RestrictedClassACommonSharesOrRestrictedStockUnitsMember2024-01-012024-09-300001494904us-gaap:FixedIncomeSecuritiesMember2025-01-012025-09-300001494904us-gaap:OperatingSegmentsMember2024-09-300001494904us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2025-01-012025-09-300001494904gbli:O2024H2DividendsMember2024-01-012024-09-300001494904us-gaap:MortgageBackedSecuritiesMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2025-09-3000014949042024-07-012024-09-300001494904us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMember2025-09-300001494904us-gaap:ShareBasedCompensationAwardTrancheTwoMembergbli:TimeBasedOptionAwardMember2025-01-012025-09-300001494904gbli:TimeBasedOptionAwardMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2024-01-012024-09-300001494904us-gaap:AccumulatedTranslationAdjustmentMember2025-06-300001494904us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904gbli:CommonClassAAndBMembergbli:FoxPaineCompanyLlcMember2025-03-060001494904us-gaap:FixedIncomeSecuritiesMember2024-12-310001494904us-gaap:EquitySecuritiesMember2025-01-012025-09-300001494904gbli:GreenbergTraurigLLPMembersrt:MaximumMember2024-07-012024-09-300001494904us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-09-300001494904us-gaap:FairValueInputsLevel3Memberus-gaap:ForeignCorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904us-gaap:MortgageBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2025-06-300001494904gbli:BelmontCoreMembergbli:CasualtyMember2024-07-012024-09-300001494904us-gaap:CommonClassAMemberus-gaap:TreasuryStockCommonMember2024-01-012024-09-300001494904us-gaap:AdditionalPaidInCapitalMember2025-07-012025-09-300001494904us-gaap:AssetBackedSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-3100014949042024-12-310001494904us-gaap:TreasuryStockCommonMember2025-09-300001494904us-gaap:CommonStockMember2025-09-300001494904us-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2024-01-012024-09-300001494904us-gaap:FairValueInputsLevel3Memberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904us-gaap:FairValueInputsLevel2Memberus-gaap:USTreasurySecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904gbli:TimeBasedOptionAwardMember2024-01-012024-09-300001494904us-gaap:CommonClassBMember2024-12-310001494904us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2024-09-300001494904gbli:PropertyMembergbli:BelmontCoreMember2024-07-012024-09-300001494904gbli:BelmontCoreMember2024-01-012024-09-300001494904us-gaap:CashAndCashEquivalentsMember2024-07-012024-09-3000014949042024-06-300001494904us-gaap:SubsequentEventMember2025-11-042025-11-040001494904us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2025-09-300001494904gbli:PropertyMembergbli:BelmontCoreMember2025-07-012025-09-300001494904us-gaap:USTreasurySecuritiesMember2024-12-310001494904us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-06-300001494904us-gaap:SubsequentEventMember2025-10-062025-10-060001494904gbli:EuropeanNonPerformingLoanFundLimitedPartnershipMembergbli:UnfundedCommitmentsMember2025-09-300001494904us-gaap:CommonClassAMember2025-01-012025-09-300001494904gbli:GlobalDebtFundLimitedPartnershipMember2025-01-012025-09-300001494904us-gaap:FairValueInputsLevel3Membergbli:MortgageDebtFundLimitedPartnershipMember2024-12-310001494904us-gaap:RetainedEarningsMember2025-07-012025-09-300001494904us-gaap:PreferredStockMembergbli:SeriesACumulativeFixedRatePreferredSharesMember2025-09-300001494904us-gaap:OtherAssetsMember2025-09-300001494904gbli:FoxPaineAndCompanyMember2024-07-012024-09-300001494904us-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904us-gaap:AdditionalPaidInCapitalMember2025-09-300001494904us-gaap:RetainedEarningsMember2024-01-012024-09-300001494904gbli:KeyEmployeesMembergbli:RestrictedClassACommonSharesOrRestrictedStockUnitsMember2024-07-012024-09-300001494904us-gaap:EquitySecuritiesMember2024-07-012024-09-300001494904gbli:TimeBasedOptionAwardMember2025-01-012025-09-300001494904us-gaap:CommonStockMemberus-gaap:CommonClassBMember2024-06-300001494904gbli:BelmontNonCoreMember2024-01-012024-09-300001494904gbli:AccumulatedOtherComprehensiveIncomeNetOfDeferredIncomeTaxMember2023-12-310001494904us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2024-01-012024-09-300001494904gbli:O2025Q3DividendsMember2025-01-012025-09-300001494904us-gaap:CommercialMortgageBackedSecuritiesMemberus-gaap:FixedIncomeSecuritiesMember2024-12-310001494904gbli:BelmontCoreMembergbli:CasualtyMember2024-01-012024-09-300001494904us-gaap:MortgageBackedSecuritiesMember2024-12-310001494904srt:MaximumMember2025-01-012025-09-300001494904us-gaap:PreferredStockMembergbli:SeriesACumulativeFixedRatePreferredSharesMember2024-09-300001494904us-gaap:EquitySecuritiesMember2024-01-012024-09-300001494904us-gaap:CommonClassAMemberus-gaap:TreasuryStockCommonMember2024-07-012024-09-300001494904us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2024-12-310001494904gbli:FoxPaineAndCompanyMember2024-01-012024-09-300001494904gbli:RemainderRelatedToBondsAvailableForSaleMember2025-09-300001494904us-gaap:RetainedEarningsMember2025-09-300001494904gbli:O2024Q3DividendsMember2024-01-012024-09-300001494904us-gaap:EmployeeStockOptionMember2024-01-012024-09-300001494904gbli:VariableInterestEntityOneMember2024-12-310001494904us-gaap:CommonStockMemberus-gaap:CommonClassBMember2024-09-300001494904us-gaap:EmployeeStockOptionMember2025-07-012025-09-300001494904us-gaap:TreasuryStockCommonMember2023-12-310001494904us-gaap:OperatingSegmentsMember2024-01-012024-09-300001494904srt:MaximumMember2024-12-310001494904us-gaap:CorporateNonSegmentMember2025-07-012025-09-300001494904us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904gbli:O2024Q1DividendsMember2024-01-012024-09-300001494904us-gaap:FairValueInputsLevel2Memberus-gaap:ForeignCorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904us-gaap:ForeignCorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904us-gaap:OtherInvestmentsMember2024-07-012024-09-300001494904us-gaap:AccumulatedTranslationAdjustmentMember2023-12-310001494904us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2024-07-012024-09-300001494904us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CommercialMortgageBackedSecuritiesMember2024-12-310001494904gbli:TimeBasedOptionAwardMember2025-09-300001494904us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2025-01-012025-09-3000014949042025-01-012025-09-300001494904us-gaap:EquityMethodInvestmentsMember2024-07-012024-09-300001494904us-gaap:OtherInvestmentsMember2024-01-012024-09-300001494904us-gaap:RestrictedStockMembergbli:NonEmployeeDirectorMember2024-07-012024-09-300001494904us-gaap:TreasuryStockCommonMember2024-12-3100014949042025-07-012025-09-300001494904gbli:O2025Q3DividendsMember2025-07-012025-09-300001494904us-gaap:CorporateNonSegmentMember2025-01-012025-09-3000014949042025-06-272025-06-270001494904us-gaap:OperatingSegmentsMembergbli:BelmontCoreMember2024-01-012024-09-300001494904gbli:BelmontNonCoreMember2025-01-012025-09-300001494904gbli:BelmontNonCoreMember2025-07-012025-09-300001494904us-gaap:AccumulatedTranslationAdjustmentMember2024-12-3100014949042025-03-282025-03-280001494904gbli:AmbacFinancialGroupMember2025-09-300001494904us-gaap:PreferredStockMember2025-09-300001494904us-gaap:AdditionalPaidInCapitalMember2023-12-310001494904us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USStatesAndPoliticalSubdivisionsMember2025-09-300001494904gbli:FoxPaineCompanyLlcMember2025-03-062025-03-060001494904us-gaap:OperatingSegmentsMembergbli:BelmontCoreMember2025-09-300001494904us-gaap:FixedIncomeSecuritiesMember2024-07-012024-09-300001494904us-gaap:FairValueInputsLevel3Membergbli:MortgageDebtFundLimitedPartnershipMember2025-09-300001494904us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904us-gaap:FairValueInputsLevel3Membergbli:EuropeanNonPerformingLoanFundLimitedPartnershipMember2025-09-300001494904us-gaap:FixedIncomeSecuritiesMemberus-gaap:MortgageBackedSecuritiesMember2024-12-310001494904us-gaap:OperatingSegmentsMembergbli:BelmontNonCoreMember2025-07-012025-09-300001494904gbli:SeriesACumulativeFixedRatePreferredSharesMember2024-12-310001494904gbli:AssuredGuarantyCorporationMember2025-09-300001494904gbli:ClassACommonSharesDesignatedAsClassA-2CommonSharesMember2024-12-310001494904us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904us-gaap:AssetBackedSecuritiesMember2025-09-300001494904gbli:KeyEmployeesMembergbli:RestrictedClassACommonSharesOrRestrictedStockUnitsMember2024-01-012024-09-300001494904gbli:ClassACommonSharesDesignatedAsClassA-2CommonSharesMembergbli:AmendmentOfLimitedLiabilityCompanyAgreementMember2025-01-160001494904us-gaap:RetainedEarningsMember2025-06-300001494904us-gaap:OperatingSegmentsMembergbli:BelmontCoreMember2024-07-012024-09-300001494904us-gaap:CommonClassBMember2025-09-300001494904us-gaap:ForeignCorporateDebtSecuritiesMember2025-09-300001494904us-gaap:FixedIncomeSecuritiesMember2024-07-012024-09-300001494904us-gaap:CommonClassAMember2024-09-300001494904us-gaap:OperatingSegmentsMembergbli:BelmontCoreMember2024-09-300001494904us-gaap:OperatingSegmentsMembergbli:AgencyAndInsuranceServicesMember2024-07-012024-09-300001494904us-gaap:AccumulatedTranslationAdjustmentMember2025-01-012025-09-300001494904us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-12-310001494904us-gaap:AccumulatedTranslationAdjustmentMember2024-01-012024-09-300001494904us-gaap:OperatingSegmentsMembergbli:BelmontNonCoreMember2024-09-300001494904us-gaap:CommonStockMemberus-gaap:CommonClassAMember2023-12-310001494904gbli:OnDepositWithGovernmentalAuthoritiesMember2025-09-300001494904srt:MaximumMember2025-07-012025-09-300001494904us-gaap:CommonStockMemberus-gaap:CommonClassAMember2025-06-300001494904gbli:VariableInterestEntityTwoMember2024-12-310001494904us-gaap:AdditionalPaidInCapitalMember2024-09-300001494904us-gaap:CorporateDebtSecuritiesMember2024-12-310001494904us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2023-12-310001494904us-gaap:AssetBackedSecuritiesMember2024-12-310001494904us-gaap:ForeignCorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904gbli:RemainderRelatedToBondsAvailableForSaleMember2024-12-310001494904us-gaap:MortgageBackedSecuritiesMemberus-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001494904us-gaap:PreferredStockMembergbli:SeriesACumulativeFixedRatePreferredSharesMember2023-12-3100014949042024-10-072024-10-070001494904gbli:O2024Q2DividendsMember2024-01-012024-09-3000014949042024-06-282024-06-280001494904us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-09-300001494904us-gaap:FairValueInputsLevel2Memberus-gaap:CorporateDebtSecuritiesMemberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001494904us-gaap:USTreasurySecuritiesMember2025-09-300001494904gbli:FoxPaineAndCompanyMember2025-09-300001494904us-gaap:OperatingSegmentsMembergbli:AgencyAndInsuranceServicesMember2025-07-012025-09-300001494904gbli:GBLISayataMember2025-08-312025-08-310001494904us-gaap:CommonClassAMemberus-gaap:TreasuryStockCommonMember2025-07-012025-09-300001494904gbli:FoxPaineAndCompanyMember2025-07-012025-09-300001494904us-gaap:EmployeeStockOptionMember2025-01-012025-09-3000014949042023-12-310001494904us-gaap:CommonStockMember2024-12-310001494904gbli:KeyEmployeesMembergbli:RestrictedClassACommonSharesOrRestrictedStockUnitsMember2025-01-012025-09-300001494904us-gaap:CorporateDebtSecuritiesMemberus-gaap:FixedIncomeSecuritiesMember2024-12-31gbli:SpecializedInsuranceProductAndServicexbrli:purexbrli:sharesgbli:HoldingCompanygbli:ParntershipInvestmentsgbli:Entitygbli:InsuranceCarrieriso4217:USDgbli:Segmentgbli:Agency
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
001-34809
Commission File Number
GLOBAL INDEMNITY GROUP, LLC
(Exact name of registrant as specified in its charter)
|
|
| Delaware |
85-2619578 |
|
(State or other jurisdiction
of incorporation or organization)
|
(I.R.S. Employer Identification No.) |
112 S. French Street, Suite 105
Wilmington, DE 19801
(Address of principal executive office including zip code)
Registrant's telephone number, including area code: (302) 691-6276
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 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 emerging growth company. See 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 ☒
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Class A Common Shares |
GBLI |
New York Stock Exchange |
As of October 31, 2025, the registrant had outstanding 10,530,342 class A common shares (including 550,000 class A common shares designated as class A-2 common shares) and 3,793,612 class B common shares.
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
Page |
|
PART I – FINANCIAL INFORMATION |
|
|
|
|
|
|
|
Item 1. |
|
Financial Statements: |
|
3 |
|
|
|
|
|
|
|
Consolidated Balance Sheets As of September 30, 2025 (Unaudited) and December 31, 2024 |
|
3 |
|
|
|
|
|
|
|
Consolidated Statements of Operations Quarters and Nine Months Ended September 30, 2025 (Unaudited) and September 30, 2024 (Unaudited) |
|
4 |
|
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income Quarters and Nine Months Ended September 30, 2025 (Unaudited) and September 30, 2024 (Unaudited) |
|
5 |
|
|
|
|
|
|
|
Consolidated Statements of Changes in Shareholders’ Equity Quarters and Nine Months Ended September 30, 2025 (Unaudited) and September 30, 2024 (Unaudited) |
|
6 |
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows Nine Months Ended September 30, 2025 (Unaudited) and September 30, 2024 (Unaudited) |
|
7 |
|
|
|
|
|
|
|
Notes to Consolidated Financial Statements (Unaudited) |
|
8 |
|
|
|
|
|
Item 2. |
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
32 |
|
|
|
|
|
Item 3. |
|
Quantitative and Qualitative Disclosures about Market Risk |
|
47 |
|
|
|
|
|
Item 4. |
|
Controls and Procedures |
|
48 |
| |
|
|
|
| |
PART II – OTHER INFORMATION |
|
|
|
|
|
|
|
Item 1. |
|
Legal Proceedings |
|
49 |
|
|
|
|
|
Item 1A. |
|
Risk Factors |
|
49 |
|
|
|
|
|
Item 2. |
|
Unregistered Sales of Equity Securities and Use of Proceeds |
|
49 |
|
|
|
|
|
Item 3. |
|
Defaults Upon Senior Securities |
|
49 |
|
|
|
|
|
Item 4. |
|
Mine Safety Disclosures |
|
49 |
|
|
|
|
|
Item 5. |
|
Other Information |
|
49 |
|
|
|
|
|
Item 6. |
|
Exhibits |
|
50 |
|
|
|
|
|
Signature |
|
51 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
GLOBAL INDEMNITY GROUP, LLC
Consolidated Balance Sheets
(In thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) September 30, 2025 |
|
|
December 31, 2024 |
|
ASSETS |
|
|
|
|
|
|
Fixed maturities: |
|
|
|
|
|
|
Available for sale, at fair value (amortized cost: $1,314,418 and $1,394,639; net of allowance for expected credit losses of $0 at September 30, 2025 and December 31, 2024) |
|
$ |
1,309,379 |
|
|
$ |
1,381,908 |
|
Equity securities, at fair value |
|
|
33,625 |
|
|
|
12,284 |
|
Other invested assets |
|
|
19,084 |
|
|
|
29,413 |
|
Total investments |
|
|
1,362,088 |
|
|
|
1,423,605 |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
75,360 |
|
|
|
17,009 |
|
Premium receivables, net of allowance for expected credit losses of $3,476 at September 30, 2025 and $3,530 at December 31, 2024 |
|
|
75,870 |
|
|
|
75,088 |
|
Reinsurance receivables, net of allowance for expected credit losses of $8,992 at September 30, 2025 and December 31, 2024 |
|
|
64,262 |
|
|
|
66,855 |
|
Funds held by ceding insurers |
|
|
23,919 |
|
|
|
30,026 |
|
Deferred income taxes |
|
|
17,947 |
|
|
|
22,459 |
|
Deferred acquisition costs |
|
|
45,523 |
|
|
|
41,136 |
|
Intangible assets |
|
|
17,000 |
|
|
|
14,103 |
|
Goodwill |
|
|
4,820 |
|
|
|
4,820 |
|
Prepaid reinsurance premiums |
|
|
3,661 |
|
|
|
3,320 |
|
Receivable for securities |
|
|
— |
|
|
|
52 |
|
Income tax receivable |
|
|
6,071 |
|
|
|
825 |
|
Lease right of use assets |
|
|
8,424 |
|
|
|
9,295 |
|
Other assets |
|
|
29,143 |
|
|
|
22,660 |
|
Total assets |
|
$ |
1,734,088 |
|
|
$ |
1,731,253 |
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
Unpaid losses and loss adjustment expenses |
|
$ |
761,681 |
|
|
$ |
800,391 |
|
Unearned premiums |
|
|
200,941 |
|
|
|
183,411 |
|
Reinsurance balances payable |
|
|
2,700 |
|
|
|
8,181 |
|
Payable for securities |
|
|
2,227 |
|
|
|
— |
|
Contingent commissions |
|
|
5,606 |
|
|
|
6,826 |
|
Lease liabilities |
|
|
8,922 |
|
|
|
10,371 |
|
Other liabilities |
|
|
47,876 |
|
|
|
32,924 |
|
Total liabilities |
|
$ |
1,029,953 |
|
|
$ |
1,042,104 |
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 10) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
Shareholders’ equity: |
|
|
|
|
|
|
Series A cumulative fixed rate preferred shares, $1,000 par value; 100,000,000 shares authorized, shares issued and outstanding: 4,000 and 4,000 shares, respectively, liquidation preference: $1,000 per share and $1,000 per share, respectively |
|
|
4,000 |
|
|
|
4,000 |
|
Common shares: no par value; 900,000,000 common shares authorized; class A common shares issued: 11,818,110 and 11,202,355, respectively, (inclusive of class A common shares designated as class A-2 common shares of 550,000 and 0, respectively); class A common shares outstanding: 10,530,342 and 9,914,587, respectively (inclusive of class A common shares designated as class A-2 common shares of 550,000 and 0, respectively); class B common shares issued and outstanding: 3,793,612 and 3,793,612, respectively |
|
|
— |
|
|
|
— |
|
Additional paid-in capital |
|
|
464,796 |
|
|
|
459,578 |
|
Accumulated other comprehensive income (loss), net of tax |
|
|
(4,200 |
) |
|
|
(10,410 |
) |
Retained earnings |
|
|
272,231 |
|
|
|
268,673 |
|
Class A common shares in treasury, at cost: 1,287,768 and 1,287,768 shares, respectively |
|
|
(32,692 |
) |
|
|
(32,692 |
) |
Total shareholders’ equity |
|
|
704,135 |
|
|
|
689,149 |
|
Total liabilities and shareholders’ equity |
|
$ |
1,734,088 |
|
|
$ |
1,731,253 |
|
See accompanying notes to the consolidated financial statements.
GLOBAL INDEMNITY GROUP, LLC
Consolidated Statements of Operations
(In thousands, except shares and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) Quarters Ended September 30, |
|
|
(Unaudited) Nine Months Ended September 30, |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
Gross written premiums |
|
$ |
108,369 |
|
|
$ |
99,767 |
|
|
$ |
313,845 |
|
|
$ |
293,961 |
|
Ceded written premiums |
|
|
(2,826 |
) |
|
|
(2,590 |
) |
|
|
(8,524 |
) |
|
|
(6,948 |
) |
Net written premiums |
|
|
105,543 |
|
|
|
97,177 |
|
|
|
305,321 |
|
|
|
287,013 |
|
Change in net unearned premiums |
|
|
(5,873 |
) |
|
|
(1,764 |
) |
|
|
(17,189 |
) |
|
|
(2,207 |
) |
Net earned premiums |
|
|
99,670 |
|
|
|
95,413 |
|
|
|
288,132 |
|
|
|
284,806 |
|
Net investment income |
|
|
17,911 |
|
|
|
16,488 |
|
|
|
47,400 |
|
|
|
46,319 |
|
Net realized investment gains (losses) |
|
|
(3,994 |
) |
|
|
(512 |
) |
|
|
(3,731 |
) |
|
|
540 |
|
Other income |
|
|
611 |
|
|
|
372 |
|
|
|
1,568 |
|
|
|
1,074 |
|
Total revenues |
|
|
114,198 |
|
|
|
111,761 |
|
|
|
333,369 |
|
|
|
332,739 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Net losses and loss adjustment expenses |
|
|
49,875 |
|
|
|
52,400 |
|
|
|
169,561 |
|
|
|
159,446 |
|
Acquisition costs and other underwriting expenses |
|
|
40,415 |
|
|
|
37,553 |
|
|
|
114,837 |
|
|
|
111,790 |
|
Corporate expenses |
|
|
7,844 |
|
|
|
5,923 |
|
|
|
24,872 |
|
|
|
18,679 |
|
Income before income taxes |
|
|
16,064 |
|
|
|
15,885 |
|
|
|
24,099 |
|
|
|
42,824 |
|
Income tax expense |
|
|
3,541 |
|
|
|
3,125 |
|
|
|
5,221 |
|
|
|
8,605 |
|
Net income |
|
$ |
12,523 |
|
|
$ |
12,760 |
|
|
$ |
18,878 |
|
|
$ |
34,219 |
|
Less: preferred stock distributions |
|
|
110 |
|
|
|
110 |
|
|
|
330 |
|
|
|
330 |
|
Net income available to common shareholders |
|
$ |
12,413 |
|
|
$ |
12,650 |
|
|
$ |
18,548 |
|
|
$ |
33,889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share data: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.87 |
|
|
$ |
0.93 |
|
|
$ |
1.31 |
|
|
$ |
2.49 |
|
Diluted |
|
$ |
0.86 |
|
|
$ |
0.92 |
|
|
$ |
1.30 |
|
|
$ |
2.48 |
|
Weighted-average number of shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
14,296,628 |
|
|
|
13,664,542 |
|
|
|
14,147,848 |
|
|
|
13,617,960 |
|
Diluted |
|
|
14,357,909 |
|
|
|
13,800,877 |
|
|
|
14,222,845 |
|
|
|
13,684,018 |
|
Cash distributions declared per common share |
|
$ |
0.35 |
|
|
$ |
0.35 |
|
|
$ |
1.05 |
|
|
$ |
1.05 |
|
See accompanying notes to the consolidated financial statements.
GLOBAL INDEMNITY GROUP, LLC
Consolidated Statements of Comprehensive Income
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) Quarters Ended September 30, |
|
|
(Unaudited) Nine Months Ended September 30, |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Net income |
|
$ |
12,523 |
|
|
$ |
12,760 |
|
|
$ |
18,878 |
|
|
$ |
34,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains |
|
|
413 |
|
|
|
9,513 |
|
|
|
6,084 |
|
|
|
14,314 |
|
Reclassification adjustment for losses included in net income |
|
|
28 |
|
|
|
633 |
|
|
|
51 |
|
|
|
665 |
|
Unrealized foreign currency translation gains |
|
|
16 |
|
|
|
58 |
|
|
|
75 |
|
|
|
37 |
|
Other comprehensive income, net of tax |
|
|
457 |
|
|
|
10,204 |
|
|
|
6,210 |
|
|
|
15,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income, net of tax |
|
$ |
12,980 |
|
|
$ |
22,964 |
|
|
$ |
25,088 |
|
|
$ |
49,235 |
|
See accompanying notes to the consolidated financial statements.
GLOBAL INDEMNITY GROUP, LLC
Consolidated Statements of Changes in Shareholders’ Equity
(In thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) Quarters Ended September 30, |
|
|
(Unaudited) Nine Months Ended September 30, |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Number of Series A Cumulative Fixed Rate Preferred Shares |
|
|
|
|
|
|
|
|
|
|
|
|
Number at beginning and end of period |
|
|
4,000 |
|
|
|
4,000 |
|
|
|
4,000 |
|
|
|
4,000 |
|
Number of class A common shares issued: |
|
|
|
|
|
|
|
|
|
|
|
|
Number at beginning of period |
|
|
11,790,484 |
|
|
|
11,158,442 |
|
|
|
11,202,355 |
|
|
|
11,042,670 |
|
Common shares issued to Fox Paine & Company, LLC, designated as class A-2 common shares |
|
|
— |
|
|
|
— |
|
|
|
550,000 |
|
|
|
— |
|
Common shares issued under share incentive plans, net of forfeitures |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
65,182 |
|
Common shares issued to directors |
|
|
27,626 |
|
|
|
23,556 |
|
|
|
65,755 |
|
|
|
74,146 |
|
Number at end of period |
|
|
11,818,110 |
|
|
|
11,181,998 |
|
|
|
11,818,110 |
|
|
|
11,181,998 |
|
Number of class B common shares issued: |
|
|
|
|
|
|
|
|
|
|
|
|
Number at beginning and end of period |
|
|
3,793,612 |
|
|
|
3,793,612 |
|
|
|
3,793,612 |
|
|
|
3,793,612 |
|
Par value of Series A Cumulative Fixed Rate Preferred Shares |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning and end of period |
|
$ |
4,000 |
|
|
$ |
4,000 |
|
|
$ |
4,000 |
|
|
$ |
4,000 |
|
Additional paid-in capital: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
463,816 |
|
|
$ |
457,550 |
|
|
$ |
459,578 |
|
|
$ |
454,791 |
|
Share compensation plans |
|
|
980 |
|
|
|
1,164 |
|
|
|
5,218 |
|
|
|
3,923 |
|
Balance at end of period |
|
$ |
464,796 |
|
|
$ |
458,714 |
|
|
$ |
464,796 |
|
|
$ |
458,714 |
|
Accumulated other comprehensive income (loss), net of deferred income tax: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
(4,657 |
) |
|
$ |
(18,051 |
) |
|
$ |
(10,410 |
) |
|
$ |
(22,863 |
) |
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized holding gains |
|
|
441 |
|
|
|
10,146 |
|
|
|
6,135 |
|
|
|
14,979 |
|
Unrealized foreign currency translation gains (losses) |
|
|
16 |
|
|
|
58 |
|
|
|
75 |
|
|
|
37 |
|
Other comprehensive income |
|
|
457 |
|
|
|
10,204 |
|
|
|
6,210 |
|
|
|
15,016 |
|
Balance at end of period |
|
$ |
(4,200 |
) |
|
$ |
(7,847 |
) |
|
$ |
(4,200 |
) |
|
$ |
(7,847 |
) |
Retained earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
264,821 |
|
|
$ |
256,683 |
|
|
$ |
268,673 |
|
|
$ |
244,988 |
|
Net income |
|
|
12,523 |
|
|
|
12,760 |
|
|
|
18,878 |
|
|
|
34,219 |
|
Preferred share distributions |
|
|
(110 |
) |
|
|
(110 |
) |
|
|
(330 |
) |
|
|
(330 |
) |
Distributions to shareholders ($0.35 per share per quarter in 2025 and 2024) |
|
|
(5,003 |
) |
|
|
(4,782 |
) |
|
|
(14,990 |
) |
|
|
(14,326 |
) |
Balance at end of period |
|
$ |
272,231 |
|
|
$ |
264,551 |
|
|
$ |
272,231 |
|
|
$ |
264,551 |
|
Number of treasury shares: |
|
|
|
|
|
|
|
|
|
|
|
|
Number at beginning of period |
|
|
1,287,768 |
|
|
|
1,287,768 |
|
|
|
1,287,768 |
|
|
|
1,271,241 |
|
Class A common shares purchased |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
16,527 |
|
Number at end of period |
|
|
1,287,768 |
|
|
|
1,287,768 |
|
|
|
1,287,768 |
|
|
|
1,287,768 |
|
Treasury shares, at cost: |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
(32,692 |
) |
|
$ |
(32,692 |
) |
|
$ |
(32,692 |
) |
|
$ |
(32,163 |
) |
Class A common shares purchased, at cost |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(529 |
) |
Balance at end of period |
|
$ |
(32,692 |
) |
|
$ |
(32,692 |
) |
|
$ |
(32,692 |
) |
|
$ |
(32,692 |
) |
Total shareholders’ equity |
|
$ |
704,135 |
|
|
$ |
686,726 |
|
|
$ |
704,135 |
|
|
$ |
686,726 |
|
See accompanying notes to the consolidated financial statements.
GLOBAL INDEMNITY GROUP, LLC
Consolidated Statements of Cash Flows
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
(Unaudited) Nine Months Ended September 30, |
|
|
|
2025 |
|
|
2024 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
Net income |
|
$ |
18,878 |
|
|
$ |
34,219 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
Amortization and depreciation |
|
|
4,136 |
|
|
|
3,993 |
|
Restricted stock and stock option expense |
|
|
5,218 |
|
|
|
3,923 |
|
Deferred federal income taxes |
|
|
2,935 |
|
|
|
8,605 |
|
Amortization of bond premium and discount, net |
|
|
12,536 |
|
|
|
(16,989 |
) |
Net realized investment losses (gains) |
|
|
3,731 |
|
|
|
(540 |
) |
Loss (income) from equity method investments, net of distributions |
|
|
342 |
|
|
|
136 |
|
Changes in: |
|
|
|
|
|
|
Premium receivables, net |
|
|
3,552 |
|
|
|
28,733 |
|
Reinsurance receivables, net |
|
|
2,593 |
|
|
|
4,046 |
|
Funds held by ceding insurers |
|
|
6,201 |
|
|
|
(10,158 |
) |
Unpaid losses and loss adjustment expenses |
|
|
(38,710 |
) |
|
|
(10,423 |
) |
Unearned premiums |
|
|
17,530 |
|
|
|
510 |
|
Reinsurance balances payable |
|
|
(5,481 |
) |
|
|
(1,679 |
) |
Other assets and liabilities |
|
|
(7,174 |
) |
|
|
7,672 |
|
Contingent commissions |
|
|
(1,220 |
) |
|
|
(429 |
) |
Income tax receivable / payable |
|
|
(5,246 |
) |
|
|
(2,657 |
) |
Deferred acquisition costs |
|
|
(4,387 |
) |
|
|
1,590 |
|
Prepaid reinsurance premiums |
|
|
(341 |
) |
|
|
1,698 |
|
Net cash provided by operating activities |
|
|
15,093 |
|
|
|
52,250 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
Proceeds from sale of fixed maturities |
|
|
201,033 |
|
|
|
80,236 |
|
Proceeds from maturity of fixed maturities |
|
|
1,749,775 |
|
|
|
539,542 |
|
Proceeds from maturity of preferred stock |
|
|
— |
|
|
|
5,534 |
|
Proceeds from other invested assets |
|
|
9,988 |
|
|
|
8,641 |
|
Purchases of fixed maturities |
|
|
(1,880,892 |
) |
|
|
(682,546 |
) |
Purchases of equity securities |
|
|
(25,024 |
) |
|
|
— |
|
Acquisition of business, net of cash acquired |
|
|
(1,305 |
) |
|
|
— |
|
Net cash provided by (used for) investing activities |
|
|
53,575 |
|
|
|
(48,593 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
Distributions paid to common shareholders |
|
|
(9,987 |
) |
|
|
(9,816 |
) |
Distributions paid to preferred shareholders |
|
|
(330 |
) |
|
|
(330 |
) |
Purchases of class A common shares |
|
|
— |
|
|
|
(529 |
) |
Net cash used for financing activities |
|
|
(10,317 |
) |
|
|
(10,675 |
) |
Net change in cash and cash equivalents |
|
|
58,351 |
|
|
|
(7,018 |
) |
Cash and cash equivalents at beginning of period |
|
|
17,009 |
|
|
|
38,037 |
|
Cash and cash equivalents at end of period |
|
$ |
75,360 |
|
|
$ |
31,019 |
|
See accompanying notes to the consolidated financial statements.
1.
Principles of Consolidation and Basis of Presentation
Global Indemnity Group, LLC (“Global Indemnity” or “the Company”) is a Delaware limited liability company. As of September 30, 2025, Global Indemnity Group, LLC’s class A common shares (excluding the 550,000 class A common shares designated as class A-2 common shares) are publicly traded on the New York Stock Exchange under the ticker symbol GBLI. Global Indemnity Group, LLC’s predecessors have been publicly traded since 2003. See Note 15 for additional information regarding the transfer of the listing of Global Indemnity Group, LLC's class A common shares from the New York Stock Exchange to the Nasdaq Global Select Market effective after the market closes on November 3, 2025.
The interim consolidated financial statements are unaudited, but have been prepared in conformity with United States of America generally accepted accounting principles (“GAAP”), which differs in certain respects from those principles followed in reports to insurance regulatory authorities. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The unaudited consolidated financial statements include all adjustments that are, in the opinion of management, of a normal recurring nature and are necessary for a fair statement of results for the interim periods. Results of operations for the quarters and nine months ended September 30, 2025 and 2024 are not necessarily indicative of the results of a full year. The accompanying notes to the unaudited consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements contained in the Company’s 2024 Annual Report on Form 10-K.
The consolidated financial statements include the accounts of Global Indemnity Group, LLC and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
On August 31, 2025, the Company's subsidiary, Katalyx Holdings LLC ("Katalyx"), formerly Penn-America Underwriters, LLC, acquired Sayata, an artificial intelligence-enabled digital distribution marketplace and agency operations for commercial insurance. Sayata was acquired in an all-cash transaction. The acquisition complements the Company’s recent strategic reorganization of its Katalyx business to focus on agency and insurance services.
The results of Sayata’s operations have been included in the Company’s consolidated financial statements since the date of the acquisition on August 31, 2025.
The amortized cost and estimated fair value of the Company’s fixed maturities securities were as follows as of September 30, 2025 and December 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands) |
|
Amortized Cost |
|
|
Allowance for Expected Credit Losses |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Estimated Fair Value |
|
As of September 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasuries |
|
$ |
577,064 |
|
|
$ |
— |
|
|
$ |
111 |
|
|
$ |
(174 |
) |
|
$ |
577,001 |
|
Obligations of states and political subdivisions |
|
|
14,540 |
|
|
|
— |
|
|
|
— |
|
|
|
(390 |
) |
|
|
14,150 |
|
Mortgage-backed securities |
|
|
224,318 |
|
|
|
— |
|
|
|
2,301 |
|
|
|
(3,412 |
) |
|
|
223,207 |
|
Asset-backed securities |
|
|
153,311 |
|
|
|
— |
|
|
|
1,291 |
|
|
|
(3,616 |
) |
|
|
150,986 |
|
Commercial mortgage-backed securities |
|
|
58,250 |
|
|
|
— |
|
|
|
414 |
|
|
|
(1,343 |
) |
|
|
57,321 |
|
Corporate bonds |
|
|
205,176 |
|
|
|
— |
|
|
|
1,191 |
|
|
|
(1,099 |
) |
|
|
205,268 |
|
Foreign corporate bonds |
|
|
81,759 |
|
|
|
— |
|
|
|
405 |
|
|
|
(718 |
) |
|
|
81,446 |
|
Total fixed maturities |
|
$ |
1,314,418 |
|
|
$ |
— |
|
|
$ |
5,713 |
|
|
$ |
(10,752 |
) |
|
$ |
1,309,379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands) |
|
Amortized Cost |
|
|
Allowance for Expected Credit Losses |
|
|
Gross Unrealized Gains |
|
|
Gross Unrealized Losses |
|
|
Estimated Fair Value |
|
As of December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasuries |
|
$ |
875,273 |
|
|
$ |
— |
|
|
$ |
757 |
|
|
$ |
(784 |
) |
|
$ |
875,246 |
|
Obligations of states and political subdivisions |
|
|
17,125 |
|
|
|
— |
|
|
|
— |
|
|
|
(790 |
) |
|
|
16,335 |
|
Mortgage-backed securities |
|
|
61,905 |
|
|
|
— |
|
|
|
299 |
|
|
|
(3,284 |
) |
|
|
58,920 |
|
Asset-backed securities |
|
|
137,445 |
|
|
|
— |
|
|
|
864 |
|
|
|
(2,882 |
) |
|
|
135,427 |
|
Commercial mortgage-backed securities |
|
|
68,041 |
|
|
|
— |
|
|
|
15 |
|
|
|
(2,488 |
) |
|
|
65,568 |
|
Corporate bonds |
|
|
158,798 |
|
|
|
— |
|
|
|
189 |
|
|
|
(2,891 |
) |
|
|
156,096 |
|
Foreign corporate bonds |
|
|
76,052 |
|
|
|
— |
|
|
|
81 |
|
|
|
(1,817 |
) |
|
|
74,316 |
|
Total fixed maturities |
|
$ |
1,394,639 |
|
|
$ |
— |
|
|
$ |
2,205 |
|
|
$ |
(14,936 |
) |
|
$ |
1,381,908 |
|
As of September 30, 2025 and December 31, 2024, the Company’s investments in equity securities consist of the following:
|
|
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 30, 2025 |
|
|
December 31, 2024 |
|
Common stock |
|
$ |
21,019 |
|
|
$ |
— |
|
Preferred stock |
|
|
12,606 |
|
|
|
12,284 |
|
Total |
|
$ |
33,625 |
|
|
$ |
12,284 |
|
Excluding U.S. treasuries and limited partnerships, the Company did not hold any debt or equity investments in a single issuer in excess of 2.7% and 1.7% of shareholders' equity at September 30, 2025 and December 31, 2024, respectively.
The amortized cost and estimated fair value of the Company’s fixed maturities portfolio classified as available for sale at September 30, 2025, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
|
|
|
|
|
|
|
|
|
(Dollars in thousands) |
|
Amortized Cost |
|
|
Estimated Fair Value |
|
Due in one year or less |
|
$ |
605,240 |
|
|
$ |
605,055 |
|
Due in one year through five years |
|
|
259,054 |
|
|
|
259,264 |
|
Due in five years through ten years |
|
|
5,193 |
|
|
|
5,012 |
|
Due after ten years |
|
|
9,052 |
|
|
|
8,534 |
|
Mortgage-backed securities |
|
|
224,318 |
|
|
|
223,207 |
|
Asset-backed securities |
|
|
153,311 |
|
|
|
150,986 |
|
Commercial mortgage-backed securities |
|
|
58,250 |
|
|
|
57,321 |
|
Total |
|
$ |
1,314,418 |
|
|
$ |
1,309,379 |
|
The following table contains an analysis of the Company’s fixed income securities with gross unrealized losses that are not deemed to have credit losses, categorized by the period that the securities were in a continuous loss position as of September 30, 2025. The fair value amounts reported in the table are estimates that are prepared using the process described in Note 4.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months |
|
|
12 months or longer |
|
|
Total |
|
(Dollars in thousands) |
|
Fair Value |
|
|
Gross Unrealized Losses |
|
|
Fair Value |
|
|
Gross Unrealized Losses |
|
|
Fair Value |
|
|
Gross Unrealized Losses |
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasuries |
|
$ |
8,513 |
|
|
$ |
(8 |
) |
|
$ |
7,595 |
|
|
$ |
(166 |
) |
|
$ |
16,108 |
|
|
$ |
(174 |
) |
Obligations of states and political subdivisions |
|
|
— |
|
|
|
— |
|
|
|
14,150 |
|
|
|
(390 |
) |
|
|
14,150 |
|
|
|
(390 |
) |
Mortgage-backed securities |
|
|
19,003 |
|
|
|
(1,236 |
) |
|
|
21,389 |
|
|
|
(2,176 |
) |
|
|
40,392 |
|
|
|
(3,412 |
) |
Asset-backed securities |
|
|
20,309 |
|
|
|
(1,599 |
) |
|
|
35,472 |
|
|
|
(2,017 |
) |
|
|
55,781 |
|
|
|
(3,616 |
) |
Commercial mortgage-backed securities |
|
|
3,162 |
|
|
|
(42 |
) |
|
|
37,607 |
|
|
|
(1,301 |
) |
|
|
40,769 |
|
|
|
(1,343 |
) |
Corporate bonds |
|
|
443 |
|
|
|
(2 |
) |
|
|
56,893 |
|
|
|
(1,097 |
) |
|
|
57,336 |
|
|
|
(1,099 |
) |
Foreign corporate bonds |
|
|
795 |
|
|
|
(4 |
) |
|
|
28,586 |
|
|
|
(714 |
) |
|
|
29,381 |
|
|
|
(718 |
) |
Total fixed maturities |
|
$ |
52,225 |
|
|
$ |
(2,891 |
) |
|
$ |
201,692 |
|
|
$ |
(7,861 |
) |
|
$ |
253,917 |
|
|
$ |
(10,752 |
) |
The following table contains an analysis of the Company’s fixed income securities with gross unrealized losses that are not deemed to have credit losses, categorized by the period that the securities were in a continuous loss position as of December 31, 2024. The fair value amounts reported in the table are estimates that are prepared using the process described in Note 4.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 months |
|
|
12 months or longer |
|
|
Total |
|
(Dollars in thousands) |
|
Fair Value |
|
|
Gross Unrealized Losses |
|
|
Fair Value |
|
|
Gross Unrealized Losses |
|
|
Fair Value |
|
|
Gross Unrealized Losses |
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasuries |
|
$ |
12,909 |
|
|
$ |
(180 |
) |
|
$ |
67,662 |
|
|
$ |
(604 |
) |
|
$ |
80,571 |
|
|
$ |
(784 |
) |
Obligations of states and political subdivisions |
|
|
— |
|
|
|
— |
|
|
|
16,335 |
|
|
|
(790 |
) |
|
|
16,335 |
|
|
|
(790 |
) |
Mortgage-backed securities |
|
|
20,832 |
|
|
|
(336 |
) |
|
|
26,802 |
|
|
|
(2,948 |
) |
|
|
47,634 |
|
|
|
(3,284 |
) |
Asset-backed securities |
|
|
7,239 |
|
|
|
(49 |
) |
|
|
46,792 |
|
|
|
(2,833 |
) |
|
|
54,031 |
|
|
|
(2,882 |
) |
Commercial mortgage-backed securities |
|
|
7,551 |
|
|
|
(242 |
) |
|
|
55,750 |
|
|
|
(2,246 |
) |
|
|
63,301 |
|
|
|
(2,488 |
) |
Corporate bonds |
|
|
14,325 |
|
|
|
(54 |
) |
|
|
95,266 |
|
|
|
(2,837 |
) |
|
|
109,591 |
|
|
|
(2,891 |
) |
Foreign corporate bonds |
|
|
17,635 |
|
|
|
(62 |
) |
|
|
46,696 |
|
|
|
(1,755 |
) |
|
|
64,331 |
|
|
|
(1,817 |
) |
Total fixed maturities |
|
$ |
80,491 |
|
|
$ |
(923 |
) |
|
$ |
355,303 |
|
|
$ |
(14,013 |
) |
|
$ |
435,794 |
|
|
$ |
(14,936 |
) |
The Company regularly performs various analytical valuation procedures with respect to its investments, including reviewing each available for sale debt security in an unrealized loss position to assess whether the decline in fair value below amortized cost basis has resulted from a credit loss or other factors. In assessing whether a credit loss exists, the Company compares the present value of the cash flows expected to be collected from the security to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis of the security, a credit loss exists and an allowance for expected credit losses is recorded. Subsequent changes in the allowances are recorded in the period of change as either credit loss expense or reversal of credit loss expense. Any declines in value related to factors other than credit losses and the intent to sell are recorded through other comprehensive income, net of taxes.
For fixed maturities, the factors considered in reaching the conclusion that a credit loss exists include, among others, whether:
(1)
the extent to which the fair value is less than the amortized cost basis;
(2)
the issuer is in financial distress;
(3)
the investment is secured;
(4)
a significant credit rating action occurred;
(5)
scheduled interest payments were delayed or missed;
(6)
changes in laws or regulations have affected an issuer or industry;
(7)
the investment has an unrealized loss and was identified by the Company’s investment manager as an investment to be sold before recovery or maturity;
(8)
the investment failed cash flow projection testing to determine if anticipated principal and interest payments will be realized; and
(9)
changes in US Treasury rates and/or credit spreads since original purchase to identify whether the unrealized loss is simply due to interest rate movement.
According to accounting guidance for debt securities in an unrealized loss position, the Company is required to assess whether it has the intent to sell the debt security or more likely than not will be required to sell the debt security before the anticipated recovery. If either of these conditions is met, any allowance for expected credit losses is written off and the amortized cost basis is written down to the fair value of the fixed maturity security with any incremental impairment reported in earnings. The new amortized cost basis shall not be adjusted for subsequent recoveries in fair value. Subject to the risks and uncertainties in evaluating the potential impairment of a security's value, the impairment evaluation conducted by the Company as of September 30, 2025 and December 31, 2024 concluded the unrealized losses in the tables above are non-credit losses on securities where management does not intend to sell, and it is more likely than not that the Company will not be required to sell the security before recovery.
The Company elected the practical expedient to exclude accrued interest from both the fair value and the amortized cost basis of the available for sale debt securities for the purposes of identifying and measuring an impairment and to not measure an allowance for expected credit losses for accrued interest receivables. Accrued interest receivable is written off through net realized investment gains (losses) at the time the issuer of the bond defaults or is expected to default on payment. The Company made an accounting policy election to present the accrued interest receivable balance with other assets on the Company’s consolidated statements of financial position. Accrued interest receivable related to fixed maturities was $4.5 million and $3.5 million as of September 30, 2025 and December 31, 2024, respectively.
The following is a description, by asset type, of the methodology and significant inputs that the Company used to measure the amount of credit loss recognized in earnings, if any:
U.S. treasuries – As of September 30, 2025, gross unrealized losses related to U.S. treasuries were $0.174 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, macroeconomic and market analysis is conducted in evaluating these securities. Consideration is given to the interest rate environment, duration and yield curve management of the portfolio, sector allocation and security selection. Based on the analysis performed, the Company did not recognize a credit loss on U.S. treasuries during the period.
Obligations of states and political subdivisions – As of September 30, 2025, gross unrealized losses related to obligations of states and political subdivisions were $0.390 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, elements that may influence the performance of the municipal bond market are considered in evaluating these securities such as investor expectations, supply and demand patterns, and current versus historical yield and spread relationships. The analysis relies on the output of fixed income credit analysts, as well as dedicated municipal bond analysts who perform extensive in-house fundamental analysis on each issuer, regardless of their rating by the major agencies. Based on the analysis performed, the Company did not recognize a credit loss on obligations of states and political subdivisions during the period.
Mortgage-backed securities (“MBS”) – As of September 30, 2025, gross unrealized losses related to mortgage-backed securities were $3.412 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, mortgage-backed securities are modeled to project principal losses under downside, base, and upside scenarios for the economy and home prices. The primary assumption that drives the security and loan level modeling is the Home Price Index (“HPI”) projection. These forecasts incorporate not just national macro-economic trends, but also regional impacts to arrive at the most granular and detailed and comprehensive projections. These assumptions are incorporated into the model as a basis to generate delinquency probabilities, default curves, loss severity curves, and voluntary prepayment curves at the loan level within each deal. The model utilizes HPI-adjusted current loan to value, payment history, loan terms, loan modification history, and borrower characteristics as inputs to generate expected cash flows and principal loss for each bond under various scenarios. Based on the analysis performed, the Company did not recognize a credit loss on mortgage-backed securities during the period.
Asset backed securities (“ABS”) - As of September 30, 2025, gross unrealized losses related to asset backed securities were $3.616 million. The weighted average credit enhancement for the Company’s asset backed portfolio is 36.5. This represents the percentage of pool losses that can occur before an asset backed security will incur its first dollar of principal losses. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, every ABS transaction is analyzed on a stand-alone basis. This analysis involves a thorough review of the collateral, prepayment, and structural risk in each transaction. Additionally, the analysis includes an in-depth credit analysis of the originator and servicer of the collateral. The analysis projects an expected loss for a deal given a set of assumptions specific to the asset type. These assumptions are used to calculate at what level of losses the deal will incur its first dollar of principal loss. The major assumptions used to calculate this ratio are loss severities, recovery lags, and no advances on principal and interest. Based on the analysis performed, the Company did not recognize a credit loss on asset backed securities during the period.
Commercial mortgage-backed securities (“CMBS”) - As of September 30, 2025, gross unrealized losses related to the CMBS portfolio were $1.343 million. The weighted average credit enhancement for the Company’s CMBS portfolio is 41.7. This represents the percentage of pool losses that can occur before a commercial mortgage-backed security will incur its first dollar of principal loss. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, a loan level analysis is utilized where every underlying CMBS loan is re-underwritten based on a set of assumptions reflecting expectations for the future path of the economy. Each loan is analyzed over time using a series of tests to determine if a credit event will occur during the life of the loan. Inherent in this process are several economic scenarios and their corresponding rent/vacancy and capital market states. The five primary credit events that frame the analysis include loan modifications, term default, balloon default, extension, and ability to pay off the balloon. The resulting output is the expected loss adjusted cash flows for each bond under base case and distressed scenarios. Based on the analysis performed, the Company did not recognize a credit loss on commercial mortgage-backed securities during the period.
Corporate bonds - As of September 30, 2025, gross unrealized losses related to corporate bonds were $1.099 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, analysis for this asset class includes maintaining detailed financial models that include a projection of each issuer’s future financial performance, including prospective debt servicing capabilities, capital structure composition, and the value of the collateral. The analysis incorporates the macroeconomic environment, industry conditions in which the issuer operates, the issuer’s current competitive position, its vulnerability to changes in the competitive and regulatory environment, issuer liquidity, issuer commitment to bondholders, issuer creditworthiness, and asset protection. Part of the process also includes running downside scenarios to evaluate the expected likelihood of default as well as potential losses in the event of default. Based on the analysis performed, the Company did not recognize a credit loss on corporate bonds during the period.
Foreign bonds – As of September 30, 2025, gross unrealized losses related to foreign bonds were $0.718 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, detailed financial models are maintained that include a projection of each issuer’s future financial performance, including prospective debt servicing capabilities, capital structure composition, and the value of the collateral. The analysis incorporates the macroeconomic environment, industry conditions in which the issuer operates, the issuer’s current competitive position, its vulnerability to changes in the competitive and regulatory environment, issuer liquidity, issuer commitment to bondholders, issuer creditworthiness, and asset protection. Part of the process also includes running downside scenarios to evaluate the expected likelihood of default as well as potential losses in the event of default. Based on the analysis performed, the Company did not recognize a credit loss on foreign bonds during the period.
The Company has evaluated its investment portfolio and has determined that an allowance for expected credit losses on its investments is not required.
Accumulated Other Comprehensive Income (Loss), Net of Tax
Accumulated other comprehensive income (loss), net of tax, as of September 30, 2025 and December 31, 2024 was as follows:
|
|
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 30, 2025 |
|
|
December 31, 2024 |
|
Net unrealized gains (losses) from: |
|
|
|
|
|
|
Fixed maturities |
|
$ |
(5,039 |
) |
|
$ |
(12,731 |
) |
Foreign currency fluctuations |
|
|
(164 |
) |
|
|
(259 |
) |
Deferred taxes |
|
|
1,003 |
|
|
|
2,580 |
|
Accumulated other comprehensive income (loss), net of tax |
|
$ |
(4,200 |
) |
|
$ |
(10,410 |
) |
The following tables present the changes in accumulated other comprehensive income (loss), by components, for the quarters and nine months ended September 30, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended September 30, 2025 (Dollars in thousands) |
|
Unrealized Gains and Losses on Available for Sale Securities |
|
|
Foreign Currency Items |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
Beginning balance, net of tax |
|
$ |
(4,512 |
) |
|
$ |
(145 |
) |
|
$ |
(4,657 |
) |
Other comprehensive income before reclassification, before tax |
|
|
524 |
|
|
|
20 |
|
|
|
544 |
|
Amounts reclassified from accumulated other comprehensive income (loss), before tax |
|
|
27 |
|
|
|
— |
|
|
|
27 |
|
Other comprehensive income, before tax |
|
|
551 |
|
|
|
20 |
|
|
|
571 |
|
Income tax expense |
|
|
(109 |
) |
|
|
(5 |
) |
|
|
(114 |
) |
Ending balance, net of tax |
|
$ |
(4,070 |
) |
|
$ |
(130 |
) |
|
$ |
(4,200 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended September 30, 2024 (Dollars in thousands) |
|
Unrealized Gains and Losses on Available for Sale Securities |
|
|
Foreign Currency Items |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
Beginning balance, net of tax |
|
$ |
(17,882 |
) |
|
$ |
(169 |
) |
|
$ |
(18,051 |
) |
Other comprehensive income before reclassification, before tax |
|
|
11,912 |
|
|
|
74 |
|
|
|
11,986 |
|
Amounts reclassified from accumulated other comprehensive income, before tax |
|
|
801 |
|
|
|
— |
|
|
|
801 |
|
Other comprehensive income, before tax |
|
|
12,713 |
|
|
|
74 |
|
|
|
12,787 |
|
Income tax expense |
|
|
(2,568 |
) |
|
|
(15 |
) |
|
|
(2,583 |
) |
Ending balance, net of tax |
|
$ |
(7,737 |
) |
|
$ |
(110 |
) |
|
$ |
(7,847 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2025 (Dollars in thousands) |
|
Unrealized Gains and Losses on Available for Sale Securities |
|
|
Foreign Currency Items |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
Beginning balance, net of tax |
|
$ |
(10,205 |
) |
|
$ |
(205 |
) |
|
$ |
(10,410 |
) |
Other comprehensive income before reclassification, before tax |
|
|
7,644 |
|
|
|
95 |
|
|
|
7,739 |
|
Amounts reclassified from accumulated other comprehensive income (loss), before tax |
|
|
48 |
|
|
|
— |
|
|
|
48 |
|
Other comprehensive income, before tax |
|
|
7,692 |
|
|
|
95 |
|
|
|
7,787 |
|
Income tax expense |
|
|
(1,557 |
) |
|
|
(20 |
) |
|
|
(1,577 |
) |
Ending balance, net of tax |
|
$ |
(4,070 |
) |
|
$ |
(130 |
) |
|
$ |
(4,200 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2024 (Dollars in thousands) |
|
Unrealized Gains and Losses on Available for Sale Securities |
|
|
Foreign Currency Items |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
Beginning balance, net of tax |
|
$ |
(22,715 |
) |
|
$ |
(148 |
) |
|
$ |
(22,863 |
) |
Other comprehensive income before reclassification, before tax |
|
|
17,841 |
|
|
|
47 |
|
|
|
17,888 |
|
Amounts reclassified from accumulated other comprehensive income, before tax |
|
|
833 |
|
|
|
— |
|
|
|
833 |
|
Other comprehensive income, before tax |
|
|
18,674 |
|
|
|
47 |
|
|
|
18,721 |
|
Income tax expense |
|
|
(3,696 |
) |
|
|
(9 |
) |
|
|
(3,705 |
) |
Ending balance, net of tax |
|
$ |
(7,737 |
) |
|
$ |
(110 |
) |
|
$ |
(7,847 |
) |
The reclassifications out of accumulated other comprehensive income (loss) for the quarters and nine months ended September 30, 2025 and 2024 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) |
|
(Dollars in thousands) |
|
|
|
Quarters Ended September 30, |
|
Details about Accumulated Other Comprehensive Income (Loss) Components |
|
Affected Line Item in the Consolidated Statements of Operations |
|
2025 |
|
|
2024 |
|
Unrealized gains and losses on available for sale securities |
|
Other net realized investment losses |
|
$ |
27 |
|
|
$ |
801 |
|
|
|
Income tax expense (benefit) |
|
|
1 |
|
|
|
(168 |
) |
|
|
Total reclassifications, net of tax |
|
$ |
28 |
|
|
$ |
633 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) |
|
(Dollars in thousands) |
|
|
|
Nine Months Ended September 30, |
|
Details about Accumulated Other Comprehensive Income (Loss) Components |
|
Affected Line Item in the Consolidated Statements of Operations |
|
2025 |
|
|
2024 |
|
Unrealized gains and losses on available for sale securities |
|
Other net realized investment losses |
|
$ |
48 |
|
|
$ |
833 |
|
|
|
Income tax expense (benefit) |
|
|
3 |
|
|
|
(168 |
) |
|
|
Total reclassifications, net of tax |
|
$ |
51 |
|
|
$ |
665 |
|
Net Realized Investment Gains (Losses)
The components of net realized investment gains (losses) for the quarters and nine months ended September 30, 2025 and 2024 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
|
Nine Months Ended September 30, |
|
(Dollars in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
Gross realized gains |
|
$ |
8 |
|
|
$ |
5 |
|
|
$ |
69 |
|
|
$ |
54 |
|
Gross realized losses |
|
|
(35 |
) |
|
|
(806 |
) |
|
|
(117 |
) |
|
|
(887 |
) |
Net realized gains (losses) |
|
|
(27 |
) |
|
|
(801 |
) |
|
|
(48 |
) |
|
|
(833 |
) |
Equity securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Gross realized gains |
|
|
38 |
|
|
|
295 |
|
|
|
322 |
|
|
|
1,384 |
|
Gross realized losses |
|
|
(4,005 |
) |
|
|
(6 |
) |
|
|
(4,005 |
) |
|
|
(11 |
) |
Net realized gains (losses) |
|
|
(3,967 |
) |
|
|
289 |
|
|
|
(3,683 |
) |
|
|
1,373 |
|
Total net realized investment gains (losses) |
|
$ |
(3,994 |
) |
|
$ |
(512 |
) |
|
$ |
(3,731 |
) |
|
$ |
540 |
|
The following table shows the calculation of the portion of realized gains and losses related to equity securities held as of September 30, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
|
Nine Months Ended September 30, |
|
(Dollars in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Net gains (losses) recognized during the period on equity securities |
|
$ |
(3,967 |
) |
|
$ |
289 |
|
|
$ |
(3,683 |
) |
|
$ |
1,373 |
|
Less: net gains (losses) recognized during the period on equity securities sold during the period |
|
|
— |
|
|
|
(157 |
) |
|
|
— |
|
|
|
(423 |
) |
Unrealized gains (losses) recognized during the reporting period on equity securities still held |
|
$ |
(3,967 |
) |
|
$ |
446 |
|
|
$ |
(3,683 |
) |
|
$ |
1,796 |
|
The proceeds from sales and redemptions of available for sale and equity securities resulting in net realized investment gains (losses) for the nine months ended September 30, 2025 and 2024 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
(Dollars in thousands) |
|
2025 |
|
|
2024 |
|
Fixed maturities |
|
$ |
201,033 |
|
|
$ |
80,236 |
|
Equity securities |
|
|
— |
|
|
|
— |
|
Net Investment Income
The sources of net investment income for the quarters and nine months ended September 30, 2025 and 2024 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
|
Nine Months Ended September 30, |
|
(Dollars in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Fixed maturities |
|
$ |
14,972 |
|
|
$ |
15,457 |
|
|
$ |
44,268 |
|
|
$ |
43,617 |
|
Equity securities |
|
|
716 |
|
|
|
181 |
|
|
|
1,001 |
|
|
|
615 |
|
Cash and cash equivalents |
|
|
715 |
|
|
|
800 |
|
|
|
2,321 |
|
|
|
2,121 |
|
Other invested assets |
|
|
2,012 |
|
|
|
555 |
|
|
|
1,318 |
|
|
|
1,486 |
|
Total investment income |
|
|
18,415 |
|
|
|
16,993 |
|
|
|
48,908 |
|
|
|
47,839 |
|
Investment expense |
|
|
(504 |
) |
|
|
(505 |
) |
|
|
(1,508 |
) |
|
|
(1,520 |
) |
Net investment income |
|
$ |
17,911 |
|
|
$ |
16,488 |
|
|
$ |
47,400 |
|
|
$ |
46,319 |
|
The Company’s total investment return on a pre-tax basis for the quarters and nine months ended September 30, 2025 and 2024 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
|
Nine Months Ended September 30, |
|
(Dollars in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Net investment income |
|
$ |
17,911 |
|
|
$ |
16,488 |
|
|
$ |
47,400 |
|
|
$ |
46,319 |
|
Net realized investment gains (losses) |
|
|
(3,994 |
) |
|
|
(512 |
) |
|
|
(3,731 |
) |
|
|
540 |
|
Change in unrealized holding gains (losses) |
|
|
571 |
|
|
|
12,787 |
|
|
|
7,787 |
|
|
|
18,721 |
|
Net realized and unrealized investment returns |
|
|
(3,423 |
) |
|
|
12,275 |
|
|
|
4,056 |
|
|
|
19,261 |
|
Total investment return |
|
$ |
14,488 |
|
|
$ |
28,763 |
|
|
$ |
51,456 |
|
|
$ |
65,580 |
|
Total investment return % (1) |
|
|
1.0 |
% |
|
|
2.0 |
% |
|
|
3.6 |
% |
|
|
4.6 |
% |
Average investment portfolio (2) |
|
$ |
1,434,105 |
|
|
$ |
1,451,641 |
|
|
$ |
1,437,944 |
|
|
$ |
1,429,253 |
|
(2)
Average of total cash and invested assets, net of receivable/payable for securities, as of the beginning and end of the period.
As of September 30, 2025 and December 31, 2024, the Company did not own any fixed maturity securities that were non-income producing for the preceding twelve months.
Insurance Enhanced Municipal Bonds
As of September 30, 2025, the Company held insurance enhanced municipal bonds with a market value of approximately $1.3 million which represented 0.1% of the Company’s total cash and invested assets, net of payable for securities. The financial guarantors of the Company’s $1.3 million municipal bonds include Assured Guaranty Corporation ($0.4 million) and Ambac Financial Group ($0.9 million).
The Company had no direct investments in the entities that have provided financial guarantees or other credit support to any security held by the Company at September 30, 2025.
Bonds Held on Deposit
Certain cash and cash equivalents and bonds available for sale were deposited with various governmental authorities in accordance with statutory requirements, were held as collateral, or were held in trust. The fair values were as follows as of September 30, 2025 and December 31, 2024:
|
|
|
|
|
|
|
|
|
|
|
Estimated Fair Value |
|
(Dollars in thousands) |
|
September 30, 2025 |
|
|
December 31, 2024 |
|
On deposit with governmental authorities |
|
$ |
19,861 |
|
|
$ |
19,378 |
|
Held in trust pursuant to third-party requirements |
|
|
164,490 |
|
|
|
158,964 |
|
Total (1) |
|
$ |
184,351 |
|
|
$ |
178,342 |
|
(1)
Includes cash and cash equivalents of $25.3 million and $5.2 million at September 30, 2025 and December 31, 2024, respectively, with the remainder related to bonds available for sale.
Variable Interest Entities
A Variable Interest Entity (“VIE”) refers to an investment in which an investor holds a controlling interest that is not based on the majority of voting rights. Under the VIE model, the party that has the power to exercise significant management influence and maintain a controlling financial interest in the entity’s economics is said to be the primary beneficiary, and is required to consolidate the entity within their results. Other entities that participate in a VIE, for which their financial interests fluctuate with changes in the fair value of the investment entity’s net assets but do not have significant management influence and the ability to direct the VIE’s significant economic activities are said to have a variable interest in the VIE but do not consolidate the VIE in their financial results.
The Company has interests in three limited partnership investments with an aggregate carrying value approximating fair value of $19.1 million and $29.4 million as of September 30, 2025 and December 31, 2024. The Company has a variable interest in two of these limited partnership investments, for which it is not the primary beneficiary. These investments are accounted for under the equity method since its ownership interest exceeds 3%.
The carrying value of one of the Company’s VIEs, which invests in distressed securities and assets, was $2.1 million and $2.6 million as of September 30, 2025 and December 31, 2024, respectively. The Company’s maximum exposure to loss from this VIE, which factors in future funding commitments of $14.2 million, was $16.4 million and $16.8 million at September 30, 2025 and December 31, 2024, respectively. Since the investment period has concluded, the Company does not expect any capital calls will be made prospectively. The carrying value and maximum exposure to loss of a second VIE that invests in Real Estate Investment Trust (“REIT”) qualifying assets was $7.4 million and $8.9 million as of September 30, 2025 and December 31, 2024, respectively. The Company’s investment in VIEs is included in other invested assets on the consolidated balance sheets with changes in carrying value recorded in the consolidated statements of operations.
4.
Fair Value Measurements
The accounting standards related to fair value measurements define fair value, establish a framework for measuring fair value, outline a fair value hierarchy based on inputs used to measure fair value, and enhance disclosure requirements for fair value measurements. These standards do not change existing guidance as to whether or not an instrument is carried at fair value. The Company has determined that its fair value measurements are in accordance with the requirements of these accounting standards.
The Company’s invested assets are carried at their fair value and are categorized based upon a fair value hierarchy:
•
Level 1 – inputs utilize quoted prices (unadjusted) in active markets for identical assets that the Company has the ability to access at the measurement date.
•
Level 2 – inputs utilize other than quoted prices included in Level 1 that are observable for similar assets, either directly or indirectly.
•
Level 3 – inputs are unobservable for the asset, and include situations where there is little, if any, market activity for the asset.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset.
The following table presents information about the Company’s invested assets measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements |
|
As of September 30, 2025 (Dollars in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasuries |
|
$ |
577,001 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
577,001 |
|
Obligations of states and political subdivisions |
|
|
— |
|
|
|
14,150 |
|
|
|
— |
|
|
|
14,150 |
|
Mortgage-backed securities |
|
|
— |
|
|
|
223,207 |
|
|
|
— |
|
|
|
223,207 |
|
Commercial mortgage-backed securities |
|
|
— |
|
|
|
57,321 |
|
|
|
— |
|
|
|
57,321 |
|
Asset-backed securities |
|
|
— |
|
|
|
150,986 |
|
|
|
— |
|
|
|
150,986 |
|
Corporate bonds |
|
|
— |
|
|
|
205,268 |
|
|
|
— |
|
|
|
205,268 |
|
Foreign corporate bonds |
|
|
— |
|
|
|
81,446 |
|
|
|
— |
|
|
|
81,446 |
|
Total fixed maturities |
|
|
577,001 |
|
|
|
732,378 |
|
|
|
— |
|
|
|
1,309,379 |
|
Equity securities |
|
|
21,019 |
|
|
|
12,606 |
|
|
|
— |
|
|
|
33,625 |
|
Total assets measured at fair value |
|
$ |
598,020 |
|
|
$ |
744,984 |
|
|
$ |
— |
|
|
$ |
1,343,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements |
|
As of December 31, 2024 (Dollars in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasuries |
|
$ |
875,246 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
875,246 |
|
Obligations of states and political subdivisions |
|
|
— |
|
|
|
16,335 |
|
|
|
— |
|
|
|
16,335 |
|
Mortgage-backed securities |
|
|
— |
|
|
|
58,920 |
|
|
|
— |
|
|
|
58,920 |
|
Commercial mortgage-backed securities |
|
|
— |
|
|
|
65,568 |
|
|
|
— |
|
|
|
65,568 |
|
Asset-backed securities |
|
|
— |
|
|
|
135,427 |
|
|
|
— |
|
|
|
135,427 |
|
Corporate bonds |
|
|
— |
|
|
|
156,096 |
|
|
|
— |
|
|
|
156,096 |
|
Foreign corporate bonds |
|
|
— |
|
|
|
74,316 |
|
|
|
— |
|
|
|
74,316 |
|
Total fixed maturities |
|
|
875,246 |
|
|
|
506,662 |
|
|
|
— |
|
|
|
1,381,908 |
|
Equity securities |
|
|
— |
|
|
|
12,284 |
|
|
|
— |
|
|
|
12,284 |
|
Total assets measured at fair value |
|
$ |
875,246 |
|
|
$ |
518,946 |
|
|
$ |
— |
|
|
$ |
1,394,192 |
|
The securities classified as Level 1 in the above tables consist of U.S. treasuries and equity securities actively traded on an exchange.
The securities classified as Level 2 in the above tables consist primarily of fixed maturities and preferred stocks. Based on the typical trading volumes and the lack of quoted market prices for fixed maturities and preferred stocks, security prices are derived through recent reported trades for identical or similar securities making adjustments through the reporting date based upon available market observable information. If there are no recent reported trades, matrix or model processes are used to develop a security price where future cash flow expectations are developed based upon collateral performance and discounted at an estimated market rate. Included in the pricing of asset-backed securities, collateralized mortgage obligations, and mortgage-backed securities are estimates of the rate of future prepayments of principal over the remaining life of the securities. Such estimates are derived based on the characteristics of the underlying structure and prepayment speeds previously experienced at the interest rate levels projected for the underlying collateral.
Fair Value of Alternative Investments
Other invested assets consist of limited partnerships whose carrying value approximates fair value. The following table provides the fair value and future funding commitments related to these investments at September 30, 2025 and December 31, 2024.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
(Dollars in thousands) |
|
Fair Value |
|
|
Future Funding Commitment |
|
|
Fair Value |
|
|
Future Funding Commitment |
|
European Non-Performing Loan Fund, LP (1) |
|
$ |
2,146 |
|
|
$ |
14,214 |
|
|
$ |
2,628 |
|
|
$ |
14,214 |
|
Mortgage Debt Fund, LP (2) |
|
|
7,368 |
|
|
|
— |
|
|
|
8,882 |
|
|
|
— |
|
Global Debt Fund, LP (3) |
|
|
9,570 |
|
|
|
— |
|
|
|
17,903 |
|
|
|
— |
|
Total |
|
$ |
19,084 |
|
|
$ |
14,214 |
|
|
$ |
29,413 |
|
|
$ |
14,214 |
|
(1)
This limited partnership invests in distressed securities and assets through senior and subordinated, secured and unsecured debt and equity, in both public and private large-cap and middle-market companies. The Company does not have the ability to sell or transfer its limited partnership interest without consent from the general partner. The Company does not have the contractual option to redeem its limited partnership interest but receives distributions based on the liquidation of the underlying assets. As of September 30, 2025, the Company has funded $35.8 million of this commitment leaving $14.2 million as unfunded. Since the investment period has concluded, the Company does not expect any capital calls will be made prospectively.
(2)
This limited partnership invests in REIT qualifying assets such as mortgage loans, investor property loans, and commercial mortgage loans. The Company does not have the ability to sell or transfer its limited partnership interest without consent from the general partner. The Company does not have the contractual option to redeem its limited partnership interest but receives distributions based on the liquidation of the underlying assets.
(3)
This limited partnership invests in performing, stressed or distressed securities and loans across the global fixed income markets as well as other securities that offer attractive investment opportunities. The Company does have the contractual option to withdraw all or a portion of its limited partnership interest by providing notice to the fund. On July 31, 2023, the Company provided the Global Debt Fund, LP with a formal withdrawal request to fully redeem the partnership interest. Partial redemption proceeds of $9.2 million were received during the nine months ended September 30, 2025.
Limited Partnerships with ownership interest exceeding 3%
The Company uses the equity method to account for investments in limited partnerships where its ownership interest exceeds 3%. The equity method of accounting for an investment in limited partnerships requires that its cost basis be updated to account for the income or loss earned on the investment. In the Fair Value of Alternative Investments table above, all of the investments are booked on a one quarter lag due to non-availability of data at the time the financial statements are prepared. The investment income (loss) associated with the limited partnerships whose ownership interest exceeds 3% is reflected in the consolidated statements of operations in the amounts of $0.0 million and ($0.2) million for the quarters ended September 30, 2025 and 2024, respectively, and $0.1 million and $0.4 million for the nine months ended September 30, 2025 and 2024, respectively.
Pricing
The Company’s pricing vendors provide prices for all investment categories except for investments in limited partnerships. Two primary vendors are utilized to provide prices for equity and fixed maturity securities.
The following is a description of the valuation methodologies used by the Company’s pricing vendors for investment securities carried at fair value:
•
Equity security prices are received from primary and secondary exchanges.
•
Corporate and agency bonds, as well as preferred stock, are evaluated by utilizing a spread to a benchmark curve. Bonds with similar characteristics are grouped into specific sectors. Inputs for both asset classes consist of trade prices, broker quotes, the new issue market, and prices on comparable securities.
•
Data from commercial vendors is aggregated with market information, then converted into an option adjusted spread (“OAS”) matrix and prepayment model used for collateralized mortgage obligations (“CMO”). CMOs are categorized with mortgage-backed securities in the tables listed above. For asset-backed securities, spread data is derived from trade prices, dealer quotations, and research reports. For both asset classes, evaluations utilize standard inputs plus new issue data, and collateral performance. The evaluated pricing models incorporate cash flows, broker quotes, market trades, historical prepayment speeds, and dealer projected speeds.
•
For obligations of state and political subdivisions, an attribute-based modeling system is used. The pricing model incorporates trades, market clearing yields, market color, and fundamental credit research.
•
U.S. treasuries are evaluated by obtaining feeds from a number of live data sources including primary and secondary dealers as well as inter-dealer brokers.
•
For mortgage-backed securities, various external analytical products are utilized and purchased from commercial vendors.
The Company performs certain procedures to validate whether the pricing information received from the pricing vendors is reasonable, to ensure that the fair value determination is consistent with accounting guidance, and to ensure that its assets are properly classified in the fair value hierarchy. The Company’s procedures include, but are not limited to:
•
Reviewing periodic reports provided by the Investment Manager that provides information regarding rating changes and securities placed on watch. This procedure allows the Company to understand why a particular security’s market value may have changed or may potentially change.
•
Understanding and periodically evaluating the various pricing methods and procedures used by the Company’s pricing vendors to ensure that investments are properly classified within the fair value hierarchy.
•
On a quarterly basis, the Company corroborates investment security prices received from its pricing vendors by obtaining pricing from a second pricing vendor for a sample of securities.
During the quarters and nine months ended September 30, 2025 and 2024, the Company has not adjusted quotes or prices obtained from the pricing vendors.
5. Allowance for Expected Credit Losses - Premium Receivables and Reinsurance Receivables
For premium receivables, the allowance is based upon the Company’s ongoing review of key aspects of amounts outstanding, including but not limited to, length of collection periods, direct placement with collection agencies, solvency of insured, agents, or reinsurers on assumed reinsurance, terminated agents, and other relevant factors.
The following table is an analysis of the allowance for expected credit losses related to the Company's premium receivables for the quarters and nine months ended September 30, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
|
Nine Months Ended September 30, |
|
(Dollars in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Beginning balance |
|
$ |
3,371 |
|
|
$ |
4,043 |
|
|
$ |
3,530 |
|
|
$ |
4,796 |
|
Current period provision for expected credit losses |
|
|
197 |
|
|
|
(522 |
) |
|
|
118 |
|
|
|
(695 |
) |
Write-offs |
|
|
(92 |
) |
|
|
(35 |
) |
|
|
(172 |
) |
|
|
(615 |
) |
Ending balance |
|
$ |
3,476 |
|
|
$ |
3,486 |
|
|
$ |
3,476 |
|
|
$ |
3,486 |
|
For reinsurance receivables, the allowance is based upon the Company’s ongoing review of key aspects of amounts outstanding, including but not limited to, length of collection periods, disputes, applicable coverage defenses, insolvent reinsurers, financial strength of solvent reinsurers based on AM Best Ratings and other relevant factors.
The allowance for expected credit losses related to the Company's reinsurance receivables was $9.0 million at September 30, 2025 and December 31, 2024.
6. Income Taxes
Global Indemnity Group, LLC is a publicly traded partnership for U.S. federal income tax purposes and meets the qualifying income exception to maintain partnership status. As a publicly traded partnership, Global Indemnity Group, LLC is generally not subject to federal income tax and most state income taxes. However, income earned by the subsidiaries of Global Indemnity Group, LLC is subject to corporate tax in the United States and certain foreign jurisdictions.
The Company conducts business in the United States where the statutory income tax rate is 21% and conducts certain functions in Ireland where the statutory income tax rate is 12.5% on trading income. The statutory income tax rate of each country is applied against the expected annual taxable income of the Company in each country to estimate the annual income tax expense.
The Company’s income before income taxes is derived from its U.S. subsidiaries for the quarters and nine months ended September 30, 2025 and 2024.
The Company uses the estimated annual effective tax rate method for calculating its interim tax provision. These rates are revised, if necessary, at the end of each successive interim period to reflect current estimates of the annual effective tax rates.
The effective tax rate was 22.0% and 21.7% for the quarter and nine months ended September 30, 2025, respectively. The effective tax rate is higher than the statutory tax rate of 21% primarily due to non-deductible executive compensation offset partially by Global Indemnity Group, LLC’s income being treated as a partnership for tax.
The effective tax rate was 19.7% and 20.1% for the quarter and nine months ended September 30, 2024, respectively. The effective tax rate is lower than the statutory tax rate of 21% primarily due to Global Indemnity Group, LLC’s income being treated as a partnership for tax offset partially by non-deductible executive compensation.
On July 4, 2025, the U.S enacted the One Big Beautiful Bill Act (the “Act”). The Act includes provisions to expense previously deferred domestic research and development costs, increase bonus depreciation and modify the international tax framework. The Company has evaluated the impact of the Act on its consolidated financial statements and does not anticipate a material effect.
7. Liability for Unpaid Losses and Loss Adjustment Expenses
Activity in the liability for unpaid losses and loss adjustment expenses is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
|
Nine Months Ended September 30, |
|
(Dollars in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Balance at beginning of period |
|
$ |
776,127 |
|
|
$ |
844,206 |
|
|
$ |
800,391 |
|
|
$ |
850,599 |
|
Less: ceded reinsurance receivables |
|
|
59,478 |
|
|
|
70,392 |
|
|
|
60,754 |
|
|
|
72,829 |
|
Net balance at beginning of period |
|
|
716,649 |
|
|
|
773,814 |
|
|
|
739,637 |
|
|
|
777,770 |
|
Net losses and loss adjustment expenses related to: |
|
|
|
|
|
|
|
|
|
|
|
|
Current year |
|
|
49,919 |
|
|
|
52,434 |
|
|
|
169,600 |
|
|
|
159,561 |
|
Prior years |
|
|
(44 |
) |
|
|
(34 |
) |
|
|
(39 |
) |
|
|
(115 |
) |
Total net losses and loss adjustment expenses |
|
|
49,875 |
|
|
|
52,400 |
|
|
|
169,561 |
|
|
|
159,446 |
|
Paid net losses and loss adjustment expenses related to: |
|
|
|
|
|
|
|
|
|
|
|
|
Current year |
|
|
13,208 |
|
|
|
8,415 |
|
|
|
46,984 |
|
|
|
32,501 |
|
Prior years |
|
|
50,425 |
|
|
|
48,520 |
|
|
|
159,323 |
|
|
|
135,436 |
|
Total paid net losses and loss adjustment expenses |
|
|
63,633 |
|
|
|
56,935 |
|
|
|
206,307 |
|
|
|
167,937 |
|
Net balance at end of period |
|
|
702,891 |
|
|
|
769,279 |
|
|
|
702,891 |
|
|
|
769,279 |
|
Plus: ceded reinsurance receivables |
|
|
58,790 |
|
|
|
70,897 |
|
|
|
58,790 |
|
|
|
70,897 |
|
Balance at end of period |
|
$ |
761,681 |
|
|
$ |
840,176 |
|
|
$ |
761,681 |
|
|
$ |
840,176 |
|
When analyzing unpaid losses and loss adjustment expenses ("loss reserves") and prior year development, the Company considers many factors, including the frequency and severity of claims, loss trends, case reserve settlements that may have resulted in significant development, and any other additional or pertinent factors that may impact reserve estimates.
During the third quarter of 2025, the Company's adjustments to prior accident year loss reserves netted to a decrease of less than $0.1 million.
•
Belmont Insurance Companies - Core (“Belmont Core”) had an increase of $2.6 million consisting of (i) $1.6 million decrease for property lines primarily related to the 2023 and 2024 accident years and (ii) $4.2 million increase for casualty lines primarily related to the 2019 through 2022 accident years mainly due to increased severity on claims.
•
Belmont Insurance Companies - Non-Core ("Belmont Non-Core") had a decrease of $2.7 million consisting of: (i) $1.2 million decrease for property lines primarily related to the 2019 through 2022 accident years and (ii) $1.5 million decrease for casualty lines across various accident years prior to 2012.
During the third quarter of 2024, the Company's adjustments to prior accident year loss reserves netted to a decrease of less than $0.1 million.
•
Belmont Core had an increase of less than $0.1 million consisting of a $3.7 million decrease for property lines offset by a $3.7 million increase for casualty lines across various accident years.
•
Belmont Non-Core had a decrease of less than $0.1 million across various accident years.
During the first nine months of 2025, the Company's adjustments to prior accident year loss reserves netted to a decrease of less than $0.1 million.
•
Belmont Core had an increase of $4.0 million consisting of (i) $6.1 million decrease for property lines primarily related to the 2019 through 2024 accident years and (ii) $10.1 million increase for casualty lines primarily related to the 2017 through 2022 accident years mainly due to increased severity on claims.
•
Belmont Non-Core had a decrease of $4.0 million consisting of: (i) $3.4 million decrease for property lines primarily related to the 2019 through 2022 accident years and (ii) $0.6 million decrease for casualty lines across various accident years for 2022 and prior.
During the first nine months of 2024, the Company's adjustments to prior accident year loss reserves netted to a decrease of $0.1 million.
•
Belmont Core had a decrease of $0.4 million consisting of $4.0 million decrease for property lines offset by a $3.6 million increase for casualty lines across various accident years.
•
Belmont Non-Core had an increase of $0.3 million across various accident years.
8. Shareholders’ Equity
Amendment of the Limited Liability Company Agreement
Effective January 16, 2025, the Company amended and restated its Second Amended and Restated Limited Liability Company Agreement (such amended and restated agreement, the Third Amended and Restated Limited Liability Company Agreement (“LLCA”)). The LLCA incorporates certain amendments, including, the authorization of 5,000,000 class A common shares that the Board may designate as class A-2 common shares pursuant to a grant agreement, as well as establishing the rights of the class A common shares designated as class A-2 common shares.
Class A common shares designated as class A-2 common shares issuance
On March 6, 2025, Global Indemnity Group, LLC issued 550,000 class A common shares designated as class A-2 common shares to Fox Paine & Company, LLC.
These shares represent an interest in the profits of the Company in excess of a threshold amount of $475.3 million which is equal to the product of (i) the volume weighted average closing sale price of a class A common share on the New York Stock Exchange for the 30 consecutive calendar days ending on and including the grant date of March 6, 2025, which is equal to $34.67 per share, multiplied by (ii) the total number of outstanding class A and class B common shares of 13,708,199, subject to adjustment as set forth in the class A common shares designated as class A-2 common shares grant agreement. These shares are fully vested and non-forfeitable. The class A common shares designated as class A-2 common shares have the same voting rights as the class A common shares and are entitled to ordinary cash dividends or other regular distributions in the same manner as both the class A and class B common shares. Other than distributions made in connection with a Change of Control Transaction, the class A common shares designated as class A-2 common shares are also entitled to receive any special dividends or distributions that may be declared by the Board in the same manner as the class A and class B common shares provided the distribution relates solely to Company profits accrued since the grant date and does not result in the reduction of the threshold amount. Unless otherwise determined by the Board and the Conflicts Committee of the Board of Directors, the class A common shares designated as class A-2 common shares may not be assigned, sold, pledged, hypothecated, transferred, or disposed of in any manner until the occurrence of a Change of Control Transaction. Upon a Change of Control Transaction, the holders of shares, including the class A common shares designated as class A-2 common shares shall be entitled to receive distributions, if any, from the proceeds of the sale of the Company or the Company’s assets in the following order:
1)
first, holders of Series A Cumulative Fixed Rate Perpetual Preferred Shares receive the sum of the Unpaid Priority Return and the Unreturned Liquidation Preference (each as defined in the Series A Preferred Shares Designation) with respect to their Series A Cumulative Fixed Rate Perpetual Preferred Shares;
2)
second, holders of class A and class B common shares (other than the class A common shares designated as class A-2 common shares) receive distributions equal to the Threshold Amount less the total amount of any special distributions or special dividends paid by the Company to holders of class A and class B common shares (other than the class A common shares designated as class A-2 common shares) following the grant date that relate solely to the capital (not profits) of the Company (which amount shall be determined by the Board);
3)
third, the holders of class A common shares designated as class A-2 common shares receive 100% of distributions until the amount received per class A common shares designated as a class A-2 common shares is “caught up” to the amount received under step (2) by each class A common share; and
4)
fourth, the class A common shares designated as class A-2 common shares participate in distributions of profits, pro-rata with other common shareholders (otherwise in accordance with the LLCA).
Repurchases of the Company's class A common shares
No class A common shares were surrendered, repurchased, or redeemed during the quarter and nine months ended September 30, 2025. As of September 30, 2025, the Company’s remaining authorization to repurchase shares is $101.0 million.
The following table provides information with respect to the class A common shares that were surrendered or repurchased during the nine months ended September 30, 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands, except share and per share data)
Period (1) |
|
Total Number of Shares Purchased |
|
|
Average Price Paid Per Share |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plan or Program |
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) |
|
June 1-30, 2024 |
|
|
16,527 |
|
(3) |
$ |
32.00 |
|
|
|
— |
|
|
$ |
101,004 |
|
Total |
|
|
16,527 |
|
|
$ |
32.00 |
|
|
|
|
|
|
|
(1)
Based on settlement date.
(2)
Based on the $135 million share repurchase authorization.
(3)
Surrendered by employees as payment of taxes withheld on the vesting of restricted stock and/or restricted stock units.
Please see Note 15 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2024 Annual Report on Form 10-K for more information on the Company’s repurchase program.
Distributions
Quarterly distribution payments of $0.35 per common share were declared during the nine months ended September 30, 2025 as follows:
|
|
|
|
|
|
|
|
|
Approval Date |
|
Record Date |
|
Payment Date |
|
Total Distributions Declared (Dollars in thousands) |
|
March 6, 2025 |
|
March 21, 2025 |
|
March 28, 2025 |
|
$ |
4,990 |
|
June 5, 2025 |
|
June 20, 2025 |
|
June 27, 2025 |
|
|
4,997 |
|
September 11, 2025 |
|
September 29, 2025 |
|
October 6, 2025 |
|
|
5,003 |
|
Total |
|
|
|
|
|
$ |
14,990 |
|
Quarterly distribution payments of $0.35 per common share were declared during the nine months ended September 30, 2024 as follows:
|
|
|
|
|
|
|
|
|
Approval Date |
|
Record Date |
|
Payment Date |
|
Total Distributions Declared (Dollars in thousands) |
|
March 6, 2024 |
|
March 21, 2024 |
|
March 28, 2024 |
|
$ |
4,752 |
|
June 6, 2024 |
|
June 21, 2024 |
|
June 28, 2024 |
|
|
4,774 |
|
September 19, 2024 |
|
September 30, 2024 |
|
October 7, 2024 |
|
|
4,782 |
|
Various (1) |
|
Various |
|
Various |
|
|
18 |
|
Total |
|
|
|
|
|
$ |
14,326 |
|
(1)
Represents distributions declared on unvested shares, net of forfeitures.
In addition, distributions paid to Global Indemnity Group, LLC's preferred shareholder were $0.1 million in each of the quarters ended September 30, 2025 and 2024 and $0.3 million in each of the nine months ended September 30, 2025 and 2024.
Distributions of $5.0 million, which were declared on September 11, 2025 but not paid until October 6, 2025, were included in other liabilities on the consolidated balance sheets as of September 30, 2025. There were no accrued distributions related to common shares as of December 31, 2024. Accrued preferred distributions were less than $0.1 million as of both September 30, 2025 and December 31, 2024 and were included in other liabilities on the consolidated balance sheets.
Please see Note 15 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2024 Annual Report on Form 10-K for more information on the Company’s distribution program.
9. Related Party Transactions
Fox Paine Entities
Pursuant to Global Indemnity Group, LLC’s Third Amended and Restated Limited Liability Company Agreement (“LLCA”), Fox Paine Capital Fund II International, L.P. (the “Fox Paine Fund”), together with Fox Mercury Investments, L.P. and certain of its affiliates (the “FM Entities”), and Fox Paine & Company LLC (collectively, the “Fox Paine Entities”) currently constitute a Class B Majority Shareholder (as defined in the LLCA) and, as such, have the right to appoint a number of Global Indemnity Group, LLC’s directors equal in aggregate to the pro rata percentage of the voting power in Global Indemnity Group, LLC beneficially held by the Fox Paine Entities, rounded up to the nearest whole number of directors. The Fox Paine Entities beneficially own shares representing approximately 83.9% of the voting power of Global Indemnity Group, LLC as of September 30, 2025. The Fox Paine Entities control the appointment or election of all of Global Indemnity Group, LLC’s Directors due to the LLCA and their controlling share ownership. Global Indemnity Group, LLC’s Chairman is the Chief Executive and founder of Fox Paine & Company, LLC.
Management fee expense of $0.8 million was incurred during each of the quarters ended September 30, 2025 and 2024 and management fee expense of $2.4 million was incurred during each of the nine months ended September 30, 2025 and 2024, respectively. Prepaid management fees, which were included in other assets on the consolidated balance sheets, were $3.1 million and $2.2 million as of September 30, 2025 and December 31, 2024, respectively.
In addition, Fox Paine & Company, LLC may also propose and negotiate transaction fees with the Company subject to the provisions of the Company’s related party transaction and conflict matter policies, including approval of Global Indemnity Group, LLC’s Conflicts Committee of the Board of Directors, for those services from time to time. Each of the Company’s transactions with Fox Paine & Company, LLC are reviewed and approved by Global Indemnity Group, LLC’s Conflicts Committee, which is composed of Disinterested Directors (as defined in the LLCA), and upon the recommendation of the Conflicts Committee, the Board of Directors (Saul A. Fox, Chairman of the Board of Directors of Global Indemnity Group, LLC and Chief Executive of Fox Paine & Company, LLC, is not a member of the Conflicts Committee and recused himself from deliberations related to fees paid to Fox Paine & Company, LLC or its affiliates).
Advisory Fee related to Internal Reorganization
Fox Paine & Company, LLC conceived, designed, and directed the Company's successful completion of an extensive reorganization of its business in December 2024. This reorganization was a significant milestone, positioning the Company for enhanced operational efficiency and growth by:
•
Enhancing Katalyx Holdings LLC's business divisions: Wholesale Commercial, Vacant Express, Collectibles and Specialty Products by creating separate and distinct businesses for each division to improve branding, attract talent and expand relationships with its distribution partners.
•
Establishing separate businesses for technology, Kaleidoscope Insurance Technologies, Inc., and claims services, Liberty Insurance Adjustment Agency, Inc, that will continue to support the insurance company operations of Belmont Holdings GX, Inc. and create the foundation to offer products and services to other insurance industry participants.
•
De-stacking the insurance companies resulting in an increased consolidated surplus of the insurance companies and allowing for more efficient management of capital and liquidity.
On March 6, 2025, upon the recommendation of the Conflicts Committee of the Board of Directors, Global Indemnity Group, LLC’s Board of Directors (other than Joseph Brown, Chief Executive Officer of Global Indemnity Group, LLC, who recused himself due to his inherent conflict of interest in approving a compensation matter for Fox Paine) approved the issuance of 550,000 class A common shares designated as class A-2 common shares with a grant date fair value of $11.0 million and additional consideration of $0.2 million in cash for services performed in connection with the Company’s internal corporate reorganization. Of the grant date fair value of the class A common shares designated as class A-2 common shares, $2.7 million was recorded in the first quarter of 2025. The remaining $8.3 million will be recognized, if at all, upon a Change of Control Transaction. See Note 8 for additional information regarding the 550,000 class A common shares designated as class A-2 common shares.
Greenberg Traurig, LLP
Fred Karlinsky, Shareholder and Co-Chair of Greenberg Traurig, LLP, has been a member of Global Indemnity Group, LLC's Board of Directors since December 5, 2023. Effective January 17, 2025, Fred Karlinsky was appointed to the Audit Committee, and as a result, the Company is precluded from obtaining legal services from Greenberg Traurig, LLP. The Company did not incur any costs for legal services rendered by Greenberg Traurig, LLP during the quarter and nine months ended September 30, 2025. The Company incurred less than $0.1 million and $0.2 million for legal service rendered by Greenberg Traurig, LLP during the quarter and nine months ended September 30, 2024, respectively.
10. Commitments and Contingencies
Legal Proceedings
The Company is, from time to time, involved in various legal proceedings in the ordinary course of business. The Company maintains insurance and reinsurance coverage for such risks in amounts that it considers adequate. However, there can be no assurance that the insurance and reinsurance coverage that the Company maintains is sufficient or will be available in adequate amounts or at a reasonable cost. The Company does not believe that the resolution of any currently pending legal proceedings, either individually or taken as a whole, will have a material adverse effect on its business, results of operations, cash flows, or financial condition.
There is a greater potential for disputes with reinsurers who are in runoff. Some of the Company’s reinsurers have operations that are in runoff, and therefore, the Company closely monitors those relationships. The Company anticipates that, similar to the rest of the insurance and reinsurance industry, it will continue to be subject to litigation and arbitration proceedings in the ordinary course of business.
Commitments
In 2014, the Company entered into a $50 million commitment to purchase an alternative investment vehicle which is comprised of European non-performing loans. As of September 30, 2025, the Company has funded $35.8 million of this commitment leaving $14.2 million as unfunded. Since the investment period has concluded, the Company does not expect any capital calls will be made prospectively.
Other Commitments
The Company is party to a Management Agreement, as amended, with Fox Paine & Company, LLC, whereby in connection with certain management services provided to it by Fox Paine & Company, LLC, the Company agreed to pay an annual management fee to Fox Paine & Company, LLC. See Note 9 above for additional information pertaining to this management agreement.
11. Share-Based Compensation Plans
Options
During the nine months ended September 30, 2025, the Company granted 50,000 Time-Based Stock Options at a strike price of $36.25. These Time-Based Stock Options will vest on December 31, 2028. During the nine months ended September 30, 2024, the Company granted 550,000 Time-Based Stock Options at an average strike price of $30.73. Of this amount, 200,000 Time-Based Stock Options vested in four equal tranches of 25% on the first business day of each quarter in 2024. Of the remaining 350,000 Time-Based Stock Options, one-third vested on March 6, 2025, one-third will vest on March 6, 2026, and one-third will vest on March 6, 2027. No stock options were granted during the quarters ended September 30, 2025 or 2024. No unvested stock options were forfeited during the quarters and nine months ended September 30, 2025 or 2024.
Advisory Fee related to Internal Reorganization
See Note 8 and 9 for additional information regarding the 550,000 class A common shares designated as class A-2 common shares issued to Fox Paine & Company, LLC.
Restricted Shares / Restricted Stock Units
There were no restricted class A common shares or restricted stock units granted to key employees during the quarters and nine months ended September 30, 2025 and 2024. There were no restricted class A common shares or restricted stock units forfeited during the quarters and nine months ended September 30, 2025 and 2024.
There were no restricted stock units that vested during the quarter and nine months ended September 30, 2025 or the quarter ended September 30, 2024. There were 65,182 restricted stock units that vested during the nine months ended September 30, 2024. Upon vesting, the restricted stock units converted to restricted class A common shares.
During the quarters ended September 30, 2025 and 2024, the Company granted 27,626 and 23,556 class A common shares, respectively, at a weighted average grant date value of $28.87 and $31.16 per share, respectively, to non-employee directors of the Company under the Global Indemnity Group, LLC 2023 Share Incentive Plan ("the Plan"). During the nine months ended September 30, 2025 and 2024, the Company granted 65,755 and 74,146 class A common shares, respectively, at a weighted average grant date value of $30.71 and $30.74 per share, respectively, to non-employee directors of the Company under the Plan. All shares granted to non-employee directors of the Company are fully vested but are subject to certain restrictions.
12. Earnings Per Share
Earnings per share was computed using the weighted average number of common shares and common share equivalents outstanding during the period.
The following table sets forth the computation of basic and diluted earnings per share attributable to class A common shares, class A common shares designated as class A-2 common shares, and class B common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
|
Nine Months Ended September 30, |
|
(Dollars in thousands, except share and per share data) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
12,523 |
|
|
$ |
12,760 |
|
|
$ |
18,878 |
|
|
$ |
34,219 |
|
Less: preferred stock distributions |
|
|
110 |
|
|
|
110 |
|
|
|
330 |
|
|
|
330 |
|
Net income available to common shareholders |
|
$ |
12,413 |
|
|
$ |
12,650 |
|
|
$ |
18,548 |
|
|
$ |
33,889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares for basic earnings per share |
|
|
14,296,628 |
|
|
|
13,664,542 |
|
|
|
14,147,848 |
|
|
|
13,617,960 |
|
Options |
|
|
61,281 |
|
|
|
136,335 |
|
|
|
74,997 |
|
|
|
66,058 |
|
Weighted average shares for diluted earnings per share |
|
|
14,357,909 |
|
|
|
13,800,877 |
|
|
|
14,222,845 |
|
|
|
13,684,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share available to common shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.87 |
|
|
$ |
0.93 |
|
|
$ |
1.31 |
|
|
$ |
2.49 |
|
Diluted |
|
$ |
0.86 |
|
|
$ |
0.92 |
|
|
$ |
1.30 |
|
|
$ |
2.48 |
|
The weighted average shares outstanding used to determine dilutive earnings per share does not include 600,000 options and 483,338 options for the quarter and nine months ended September 30, 2025, respectively, and 550,000 options for both the quarter and nine months ended September 30, 2024 which were deemed to be anti-dilutive.
13. Segment Information
On December 31, 2024, the Company executed an extensive internal business reorganization that marked a significant milestone, positioning the Company for growth and enhanced operational efficiency, increased statutory capital, and more efficient capital management resulting from de-stacking of the insurance companies.
As a result of this reorganization, the Company’s reportable segments are now structured under two holding companies:
•
Katalyx Holdings LLC includes (i) four agencies focused on sourcing, underwriting, and servicing primary and reinsurance business: Penn-America Insurance Services, LLC, Valyn Re LLC, J.H. Ferguson & Associates, LLC, which includes the Vacant Express division, and Collectibles Insurance Services, LLC and (ii) three specialized insurance product and service businesses: Kaleidoscope Insurance Technologies, Inc., a developer of proprietary underwriting and policy systems supporting Katalyx Holdings agencies and broader digital initiatives; Sayata, an artificial intelligence-enabled insurance marketplace; and Liberty Insurance Adjustment Agency, Inc., a provider of claims evaluation, adjustment, and related services.
•
Belmont Holdings GX, Inc. includes five statutory insurance carriers: Penn-Patriot Insurance Company, Diamond State Insurance Company, Penn-Star Insurance Company, Penn-America Insurance Company, and United National Insurance Company, each of which are rated “A” (Excellent) by AM Best.
In the first quarter of 2025, the Company realigned the composition of its reportable segments to reflect changes in how the Company now manages its operations. The Company changed the level at which its chief operating decision maker (“CODM”), the Chief Executive Officer of Global Indemnity Group, LLC, regularly reviews operating results and allocate resources to now include Agency and Insurance Services. As a result of these changes, the Company has three reportable segments:
Agency and Insurance Services includes (i) four agencies focused on sourcing, underwriting, and servicing primary and reinsurance business: Penn-America Insurance Services, LLC, Valyn Re LLC (formed in October 2025 to provide proportional treaty coverage for both commercial and personal lines), J.H. Ferguson & Associates, LLC, which includes the Vacant Express division, and Collectibles Insurance Services, LLC and (ii) three specialized insurance product and service businesses: Kaleidoscope Insurance Technologies, Inc., a developer of proprietary underwriting and policy systems supporting Katalyx Holdings agencies and broader digital initiatives; Sayata, an artificial intelligence-enabled insurance marketplace; and Liberty Insurance Adjustment Agency, Inc., a provider of claims evaluation, adjustment, and related services.
•
Belmont Insurance Companies - Core (“Belmont Core”), previously known as the Penn-America segment, consists of insurance company operations for ongoing direct insurance products and assumed reinsurance products, which are offered in the excess and surplus lines marketplace.
•
Belmont Insurance Companies - Non-Core (“Belmont Non-Core”), previously known as the Non-Core Operations segment, consists of insurance company operations for lines of business that have been de-emphasized or are no longer being written. The primary activities of Belmont Non-Core are servicing the run-off of polices/treaties, adjusting claims and estimating loss reserves on de-emphasized and terminated business.
The entities within the Agency and Insurance Services segment other than Sayata executed new affiliated service agreements with Belmont Holdings GX, Inc. and its insurance company subsidiaries effective January 1, 2025. As a result, there are no revenues and expenses for Agency and Insurance Services in the comparable period in 2024.
The Company's segments are reported on a stand-alone basis. Intercompany transactions are eliminated in consolidation.
The Company analyzes the operating performance of each segment using the segment’s income (loss). Segment income (loss) does not equate to “net income (loss)” as determined in accordance with U.S. GAAP but is the measure of segment profit or loss used by the CODM to evaluate segment performance and allocate resources, and consistent with authoritative guidance, is the measure of segment performance presented below.
The following are tabulations of business segment information for the quarters and nine months ended September 30, 2025 and 2024. Corporate information is included to reconcile segment data to the consolidated financial statements. Segment results for the quarter and nine months ended September 30, 2024 have been recast to conform to the new reportable segments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended September 30, 2025 (Dollars in thousands) |
|
Agency and Insurance Services |
|
|
Belmont Core |
|
|
Belmont Non-Core |
|
|
Elimination |
|
|
Total |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross written premiums |
|
$ |
— |
|
|
$ |
108,541 |
|
|
$ |
(172 |
) |
|
$ |
— |
|
|
$ |
108,369 |
|
Net written premiums |
|
$ |
— |
|
|
$ |
105,708 |
|
|
$ |
(165 |
) |
|
$ |
— |
|
|
$ |
105,543 |
|
Net earned premiums |
|
$ |
— |
|
|
$ |
99,388 |
|
|
$ |
282 |
|
|
$ |
— |
|
|
$ |
99,670 |
|
Commission and service fee income (1) |
|
|
14,408 |
|
|
|
— |
|
|
|
— |
|
|
|
(14,408 |
) |
|
|
— |
|
Policy and installment fee income |
|
|
570 |
|
|
|
— |
|
|
|
41 |
|
|
|
— |
|
|
|
611 |
|
Total segment revenues |
|
|
14,978 |
|
|
|
99,388 |
|
|
|
323 |
|
|
|
(14,408 |
) |
|
|
100,281 |
|
Reconciliation of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,911 |
|
Net realized investment gains (losses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,994 |
) |
Total consolidated revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
114,198 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses and loss adjustment expenses |
|
|
— |
|
|
|
52,665 |
|
|
|
(2,446 |
) |
|
|
(344 |
) |
|
|
49,875 |
|
Net commission expenses |
|
|
— |
|
|
|
34,859 |
|
|
|
259 |
|
|
|
(11,031 |
) |
|
|
24,087 |
|
Other underwriting expenses (3) |
|
|
13,800 |
|
|
|
5,361 |
|
|
|
200 |
|
|
|
(3,033 |
) |
|
|
16,328 |
|
Income (loss) from segments |
|
$ |
1,178 |
|
|
$ |
6,503 |
|
|
$ |
2,310 |
|
|
$ |
— |
|
|
$ |
9,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of segment profit (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,911 |
|
Net realized investment gains (losses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,994 |
) |
Corporate expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,844 |
) |
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,064 |
|
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,541 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
|
$ |
43,083 |
|
|
$ |
162,084 |
|
|
$ |
79,162 |
|
|
$ |
(16,911 |
) |
|
|
267,418 |
|
Corporate assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,466,670 |
|
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,734,088 |
|
(1)
Consists of intersegment revenues, which are eliminated in consolidation.
(2)
The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(3)
Other underwriting expenses consist primarily of personnel expenses and general operating expenses related to underwriting activities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended September 30, 2024 (Dollars in thousands) |
|
Agency and Insurance Services |
|
|
Belmont Core |
|
|
Belmont Non-Core |
|
|
Elimination |
|
|
Total |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross written premiums |
|
$ |
— |
|
|
$ |
103,244 |
|
|
$ |
(3,477 |
) |
|
$ |
— |
|
|
$ |
99,767 |
|
Net written premiums |
|
$ |
— |
|
|
$ |
100,712 |
|
|
$ |
(3,535 |
) |
|
$ |
— |
|
|
$ |
97,177 |
|
Net earned premiums |
|
$ |
— |
|
|
$ |
93,982 |
|
|
$ |
1,431 |
|
|
$ |
— |
|
|
$ |
95,413 |
|
Commission and service fee income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Policy and installment fee income |
|
|
— |
|
|
|
337 |
|
|
|
35 |
|
|
|
— |
|
|
|
372 |
|
Total segment revenues |
|
|
— |
|
|
|
94,319 |
|
|
|
1,466 |
|
|
|
— |
|
|
|
95,785 |
|
Reconciliation of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,488 |
|
Net realized investment gains (losses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(512 |
) |
Total consolidated revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
111,761 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses and loss adjustment expenses |
|
|
— |
|
|
|
51,382 |
|
|
|
1,018 |
|
|
|
— |
|
|
|
52,400 |
|
Net commission expenses |
|
|
— |
|
|
|
21,926 |
|
|
|
973 |
|
|
|
— |
|
|
|
22,899 |
|
Other underwriting expenses (2) |
|
|
— |
|
|
|
13,703 |
|
|
|
951 |
|
|
|
— |
|
|
|
14,654 |
|
Income (loss) from segments |
|
$ |
— |
|
|
$ |
7,308 |
|
|
$ |
(1,476 |
) |
|
$ |
— |
|
|
$ |
5,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of segment profit (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,488 |
|
Net realized investment gains (losses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(512 |
) |
Corporate expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,923 |
) |
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,885 |
|
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,125 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
|
$ |
— |
|
|
$ |
165,820 |
|
|
$ |
97,058 |
|
|
$ |
— |
|
|
|
262,878 |
|
Corporate assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,498,239 |
|
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,761,117 |
|
(1)
The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(2)
Other underwriting expenses consist primarily of personnel expenses and general operating expenses related to underwriting activities.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2025 (Dollars in thousands) |
|
Agency and Insurance Services |
|
|
Belmont Core |
|
|
Belmont Non-Core |
|
|
Elimination |
|
|
Total |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross written premiums |
|
$ |
— |
|
|
$ |
316,749 |
|
|
$ |
(2,904 |
) |
|
$ |
— |
|
|
$ |
313,845 |
|
Net written premiums |
|
$ |
— |
|
|
$ |
308,215 |
|
|
$ |
(2,894 |
) |
|
$ |
— |
|
|
$ |
305,321 |
|
Net earned premiums |
|
$ |
— |
|
|
$ |
289,161 |
|
|
$ |
(1,029 |
) |
|
$ |
— |
|
|
$ |
288,132 |
|
Commission and service fee income (1) |
|
|
43,308 |
|
|
|
— |
|
|
|
— |
|
|
|
(43,308 |
) |
|
|
— |
|
Policy and installment fee income |
|
|
1,456 |
|
|
|
— |
|
|
|
112 |
|
|
|
— |
|
|
|
1,568 |
|
Total segment revenues |
|
|
44,764 |
|
|
|
289,161 |
|
|
|
(917 |
) |
|
|
(43,308 |
) |
|
|
289,700 |
|
Reconciliation of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,400 |
|
Net realized investment gains (losses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,731 |
) |
Total consolidated revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
333,369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses and loss adjustment expenses |
|
|
— |
|
|
|
175,226 |
|
|
|
(4,656 |
) |
|
|
(1,009 |
) |
|
|
169,561 |
|
Net commission expenses |
|
|
— |
|
|
|
101,342 |
|
|
|
(20 |
) |
|
|
(33,058 |
) |
|
|
68,264 |
|
Other underwriting expenses (3) |
|
|
39,474 |
|
|
|
14,938 |
|
|
|
1,402 |
|
|
|
(9,241 |
) |
|
|
46,573 |
|
Income (loss) from segments |
|
$ |
5,290 |
|
|
$ |
(2,345 |
) |
|
$ |
2,357 |
|
|
$ |
— |
|
|
$ |
5,302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of segment profit (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,400 |
|
Net realized investment gains (losses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,731 |
) |
Corporate expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(24,872 |
) |
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,099 |
|
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,221 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
18,878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
|
$ |
43,083 |
|
|
$ |
162,084 |
|
|
$ |
79,162 |
|
|
$ |
(16,911 |
) |
|
|
267,418 |
|
Corporate assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,466,670 |
|
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,734,088 |
|
(1)
Consists of intersegment revenues, which are eliminated in consolidation.
(2)
The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(3)
Other underwriting expenses consist primarily of personnel expenses and general operating expenses related to underwriting activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30, 2024 (Dollars in thousands) |
|
Agency and Insurance Services |
|
|
Belmont Core |
|
|
Belmont Non-Core |
|
|
Elimination |
|
|
Total |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross written premiums |
|
$ |
— |
|
|
$ |
297,844 |
|
|
$ |
(3,883 |
) |
|
$ |
— |
|
|
$ |
293,961 |
|
Net written premiums |
|
$ |
— |
|
|
$ |
290,910 |
|
|
$ |
(3,897 |
) |
|
$ |
— |
|
|
$ |
287,013 |
|
Net earned premiums |
|
$ |
— |
|
|
$ |
272,467 |
|
|
$ |
12,339 |
|
|
$ |
— |
|
|
$ |
284,806 |
|
Commission and service fee income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Policy and installment fee income |
|
|
— |
|
|
|
1,020 |
|
|
|
54 |
|
|
|
— |
|
|
|
1,074 |
|
Total segment revenues |
|
|
— |
|
|
|
273,487 |
|
|
|
12,393 |
|
|
|
— |
|
|
|
285,880 |
|
Reconciliation of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,319 |
|
Net realized investment gains (losses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
540 |
|
Total consolidated revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
332,739 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses and loss adjustment expenses |
|
|
— |
|
|
|
151,417 |
|
|
|
8,029 |
|
|
|
— |
|
|
|
159,446 |
|
Net commission expenses |
|
|
— |
|
|
|
63,406 |
|
|
|
4,599 |
|
|
|
— |
|
|
|
68,005 |
|
Other underwriting expenses (2) |
|
|
— |
|
|
|
41,048 |
|
|
|
2,737 |
|
|
|
— |
|
|
|
43,785 |
|
Income (loss) from segments |
|
$ |
— |
|
|
$ |
17,616 |
|
|
$ |
(2,972 |
) |
|
$ |
— |
|
|
$ |
14,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of segment profit (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,319 |
|
Net realized investment gains (losses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
540 |
|
Corporate expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18,679 |
) |
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,824 |
|
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,605 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
34,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
|
$ |
— |
|
|
$ |
165,820 |
|
|
$ |
97,058 |
|
|
$ |
— |
|
|
|
262,878 |
|
Corporate assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,498,239 |
|
Total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,761,117 |
|
(1)
The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
(2)
Other underwriting expenses consist primarily of personnel expenses and general operating expenses related to underwriting activities.
14. New Accounting Pronouncements
The Company did not adopt any new accounting pronouncements during the nine months ended September 30, 2025.
Please see Note 25 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2024 Annual Report on Form 10-K for more information on accounting pronouncements issued but not yet adopted.
15. Subsequent Events
Effective after the market closes on November 3, 2025, Global Indemnity Group, LLC will transfer the listing of its class A common shares from the New York Stock Exchange to the Nasdaq Global Select Market (“Nasdaq”). The Company’s shares are expected to begin trading on Nasdaq under the existing ticker symbol “GBLI” on November 4, 2025.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes of the Company included elsewhere in this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to the Company’s plans and strategy, constitutes forward-looking statements that involve risks and uncertainties. Please see "Cautionary Note Regarding Forward-Looking Statements" at the end of this Item 2 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained herein. For more information regarding the Company’s business and operations, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
In the first quarter of 2025, the Company realigned the composition of its reportable segments to reflect changes in how the Company now manages its operations. The Company changed the level at which its chief operating decision maker (“CODM”), the Chief Executive Officer of Global Indemnity Group, LLC, regularly reviews operating results and allocate resources to now include Agency and Insurance Services. As a result of these changes, the Company has three reportable segments:
•
Agency and Insurance Services includes (i) four agencies focused on sourcing, underwriting, and servicing primary and reinsurance business: Penn-America Insurance Services, LLC, Valyn Re LLC (formed in October 2025 to provide proportional treaty coverage for both commercial and personal lines), J.H. Ferguson & Associates, LLC, which includes the Vacant Express division, and Collectibles Insurance Services, LLC and (ii) three specialized insurance product and service businesses: Kaleidoscope Insurance Technologies, Inc., a developer of proprietary underwriting and policy systems supporting Katalyx Holdings agencies and broader digital initiatives; Sayata, an artificial intelligence-enabled insurance marketplace; and Liberty Insurance Adjustment Agency, Inc., a provider of claims evaluation, adjustment, and related services.
•
Belmont Insurance Companies - Core (“Belmont Core”), previously known as the Penn-America segment, consists of insurance company operations for ongoing direct insurance products and assumed reinsurance products, which are offered in the excess and surplus lines marketplace.
•
Belmont Insurance Companies - Non-Core (“Belmont Non-Core”), previously known as the Non-Core Operations segment, consists of insurance company operations for lines of business that have been de-emphasized or are no longer being written. The primary activities of Belmont Non-Core are servicing the run-off of polices/treaties, adjusting claims and estimating loss reserves on de-emphasized and terminated business.
Segment results for the quarter and nine months ended September 30, 2024 have been recast to conform to the new reportable segments.
Financial Highlights
2025 Third Quarter Results of Operations
•
Gross written premiums increased 8.6% to $108.4 million as compared to the same period in 2024.
•
Current accident year underwriting income increased 54% to $10.2 million for 2025 compared to $6.6 million of underwriting income for the same period in 2024.
•
Net investment income of $17.9 million in 2025 was 8.6% higher than the same period in 2024 due to increase in income from investment in limited partnerships of $1.5 million.
•
Current accident year combined ratio was 90.4% in 2025 compared to 93.5% for the same period in 2024.
•
Net income of $12.5 million, or $0.86 per share diluted, in 2025 compared to $12.8 million, or $0.92 per share diluted, for the same period in 2024.
•
On August 8, 2025, AM Best affirmed the Financial Strength Rating of A (Excellent) for the U.S. operating subsidiaries of Global Indemnity Group, LLC.
2025 Third Quarter Consolidated Financial Condition
•
Total cash and investments of $1.4 billion at September 30, 2025 and December 31, 2024; fixed maturities and cash comprise 96% of total investments.
•
Total assets of $1.7 billion at September 30, 2025 and December 31, 2024.
•
No debt at September 30, 2025 and December 31, 2024.
•
Since the Company's initial public offering in 2003, the total capital returned to shareholders was $644.4 million, comprising $522.2 million of share repurchases and $122.2 million of distributions / dividends. This includes $15.3 million of distributions during 2025.
•
Shareholders' equity increased by $8.8 million to $704.1 million at September 30, 2025 from $695.3 million at June 30, 2025.
•
Book value per common share increased to $48.88 at September 30, 2025 from $48.35 at June 30, 2025.
The Company continued executing its post-reorganization strategy through the acquisition of Sayata and initiating the launch of Valyn Re LLC, a reinsurance managing general agency. The Company is focused on building significant scale in its Agency and Insurance Services segment under Katalyx Holdings LLC and across wholesale, retail and direct-to-consumer channels. This is intended to be accomplished through continued organic business growth, increasing operational efficiency, incubation and new products and services launches, including attracting third-party carrier capacity, and strategic acquisitions. In addition, the Company expects to make continued investments in technology and the Company’s Belmont Core segment.
Results of Operations
The following table summarizes the Company’s results for the quarters and nine months ended September 30, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
|
% |
|
|
Nine Months Ended September 30, |
|
|
% |
|
(Dollars in thousands) |
|
2025 |
|
|
2024 |
|
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Gross written premiums |
|
$ |
108,369 |
|
|
$ |
99,767 |
|
|
|
8.6 |
% |
|
$ |
313,845 |
|
|
$ |
293,961 |
|
|
|
6.8 |
% |
Net written premiums |
|
$ |
105,543 |
|
|
$ |
97,177 |
|
|
|
8.6 |
% |
|
$ |
305,321 |
|
|
$ |
287,013 |
|
|
|
6.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earned premiums |
|
$ |
99,670 |
|
|
$ |
95,413 |
|
|
|
4.5 |
% |
|
$ |
288,132 |
|
|
$ |
284,806 |
|
|
|
1.2 |
% |
Other income |
|
|
611 |
|
|
|
372 |
|
|
|
64.2 |
% |
|
|
1,568 |
|
|
|
1,074 |
|
|
|
46.0 |
% |
Total revenues |
|
|
100,281 |
|
|
|
95,785 |
|
|
|
4.7 |
% |
|
|
289,700 |
|
|
|
285,880 |
|
|
|
1.3 |
% |
Losses and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses and loss adjustment expenses |
|
|
49,875 |
|
|
|
52,400 |
|
|
|
(4.8 |
%) |
|
|
169,561 |
|
|
|
159,446 |
|
|
|
6.3 |
% |
Acquisition costs and other underwriting expenses |
|
|
40,415 |
|
|
|
37,553 |
|
|
|
7.6 |
% |
|
|
114,837 |
|
|
|
111,790 |
|
|
|
2.7 |
% |
Underwriting income (loss) |
|
|
9,991 |
|
|
|
5,832 |
|
|
|
71.3 |
% |
|
|
5,302 |
|
|
|
14,644 |
|
|
|
(63.8 |
%) |
Net investment income |
|
|
17,911 |
|
|
|
16,488 |
|
|
|
8.6 |
% |
|
|
47,400 |
|
|
|
46,319 |
|
|
|
2.3 |
% |
Net realized investment gains (losses) |
|
|
(3,994 |
) |
|
|
(512 |
) |
|
NM |
|
|
|
(3,731 |
) |
|
|
540 |
|
|
NM |
|
Corporate expenses |
|
|
(7,844 |
) |
|
|
(5,923 |
) |
|
|
32.4 |
% |
|
|
(24,872 |
) |
|
|
(18,679 |
) |
|
|
33.2 |
% |
Income before income taxes |
|
|
16,064 |
|
|
|
15,885 |
|
|
|
1.1 |
% |
|
|
24,099 |
|
|
|
42,824 |
|
|
|
(43.7 |
%) |
Income tax expense |
|
|
(3,541 |
) |
|
|
(3,125 |
) |
|
|
13.3 |
% |
|
|
(5,221 |
) |
|
|
(8,605 |
) |
|
|
(39.3 |
%) |
Net income |
|
$ |
12,523 |
|
|
$ |
12,760 |
|
|
|
(1.9 |
%) |
|
$ |
18,878 |
|
|
$ |
34,219 |
|
|
|
(44.8 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss ratio (1): |
|
|
50.1 |
% |
|
|
54.9 |
% |
|
|
|
|
|
58.8 |
% |
|
|
56.0 |
% |
|
|
|
Expense ratio (2) |
|
|
40.5 |
% |
|
|
39.4 |
% |
|
|
|
|
|
39.9 |
% |
|
|
39.2 |
% |
|
|
|
Combined ratio (3) |
|
|
90.6 |
% |
|
|
94.3 |
% |
|
|
|
|
|
98.7 |
% |
|
|
95.2 |
% |
|
|
|
NM - not meaningful
(1)
The loss ratio is a GAAP financial measure that is generally viewed in the insurance industry as an indicator of underwriting profitability and is calculated by dividing net losses and loss adjustment expenses by net earned premiums.
(2)
The expense ratio is a GAAP financial measure that is calculated by dividing the sum of acquisition costs and other underwriting expenses by net earned premiums.
(3)
The combined ratio is a GAAP financial measure and is the sum of the Company’s loss and expense ratios.
Premiums
The following table summarizes the change in premium volume by reportable segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
|
|
Belmont Core |
|
|
Belmont Non-Core |
|
|
Total |
|
(Dollars in thousands)
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Direct written premiums (1) |
|
$ |
92,916 |
|
|
$ |
93,338 |
|
|
$ |
43 |
|
|
$ |
(40 |
) |
|
$ |
92,959 |
|
|
$ |
93,298 |
|
Assumed written premiums (2) |
|
|
15,625 |
|
|
|
9,906 |
|
|
|
(215 |
) |
|
|
(3,437 |
) |
|
|
15,410 |
|
|
|
6,469 |
|
Gross written premiums (3) |
|
$ |
108,541 |
|
|
$ |
103,244 |
|
|
$ |
(172 |
) |
|
$ |
(3,477 |
) |
|
$ |
108,369 |
|
|
$ |
99,767 |
|
Net written premiums (4) |
|
$ |
105,708 |
|
|
$ |
100,712 |
|
|
$ |
(165 |
) |
|
$ |
(3,535 |
) |
|
$ |
105,543 |
|
|
$ |
97,177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
Belmont Core |
|
|
Belmont Non-Core |
|
|
Total |
|
(Dollars in thousands)
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Direct written premiums (1) |
|
$ |
278,156 |
|
|
$ |
278,527 |
|
|
$ |
161 |
|
|
$ |
63 |
|
|
$ |
278,317 |
|
|
$ |
278,590 |
|
Assumed written premiums (2) |
|
|
38,593 |
|
|
|
19,317 |
|
|
|
(3,065 |
) |
|
|
(3,946 |
) |
|
|
35,528 |
|
|
|
15,371 |
|
Gross written premiums (3) |
|
$ |
316,749 |
|
|
$ |
297,844 |
|
|
$ |
(2,904 |
) |
|
$ |
(3,883 |
) |
|
$ |
313,845 |
|
|
$ |
293,961 |
|
Net written premiums (4) |
|
$ |
308,215 |
|
|
$ |
290,910 |
|
|
$ |
(2,894 |
) |
|
$ |
(3,897 |
) |
|
$ |
305,321 |
|
|
$ |
287,013 |
|
(1)
Direct written premiums represent the amount received or to be received for insurance policies written, without reduction for reinsurance costs, ceded premiums or other deductions.
(2)
Assumed written premiums represent the amount received or to be received for assumed reinsurance treaties, without reduction for reinsurance costs, ceded premiums or other deductions.
(3)
Gross written premiums equal the sum of direct and assumed written premiums.
(4)
Net written premiums equal gross written premiums less ceded written premiums.
Gross written premiums increased by 8.6% to $108.4 million for the quarter ended September 30, 2025 compared to $99.8 million for the same period in 2024 and increased 6.8% to $313.8 million for the nine months ended September 30, 2025 compared to $294.0 million for the same period in 2024.
Direct written premium produced by the Agency and Insurance Services segment for Belmont Core:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
|
(Dollars in thousands)
|
|
2025 |
|
|
2024 |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
|
% Change |
|
Wholesale Commercial |
|
$ |
67,931 |
|
|
$ |
61,938 |
|
|
|
9.7 |
% |
|
$ |
201,888 |
|
|
$ |
186,870 |
|
|
|
8.0 |
% |
Vacant Express |
|
|
11,341 |
|
|
|
11,219 |
|
|
|
1.1 |
% |
|
|
34,632 |
|
|
|
29,804 |
|
|
|
16.2 |
% |
Collectibles |
|
|
5,087 |
|
|
|
4,471 |
|
|
|
13.8 |
% |
|
|
13,372 |
|
|
|
12,139 |
|
|
|
10.2 |
% |
Direct written premiums excluding specialty products |
|
|
84,359 |
|
|
|
77,628 |
|
|
|
8.7 |
% |
|
|
249,892 |
|
|
|
228,813 |
|
|
|
9.2 |
% |
Specialty Products |
|
|
8,557 |
|
|
|
15,710 |
|
|
|
(45.5 |
%) |
|
|
28,264 |
|
|
|
49,714 |
|
|
|
(43.1 |
%) |
Total direct written premiums |
|
$ |
92,916 |
|
|
$ |
93,338 |
|
|
|
(0.5 |
%) |
|
$ |
278,156 |
|
|
$ |
278,527 |
|
|
|
(0.1 |
%) |
•
In the aggregate, direct written premiums for Wholesale Commercial, Vacant Express, and Collectibles grew by 8.7% and 9.2% for the quarter and nine months ended September 30, 2025, respectively, as compared to same periods in 2024. This growth was driven by premium rate increases, new agency appointments, organic growth of existing agents, and new products.
•
Direct written premiums for Specialty Products declined by 45.5% and 43.1% for the quarter and nine months ended September 30, 2025, respectively, as compared to same periods in 2024 due to terminating products not meeting profitability expectations. Excluding terminated business, Specialty Product's direct written premiums declined 3.9% for the quarter ended September 30, 2025 and grew by 12.3% for the nine months ended September 30, 2025.
Assumed written premium produced by the Belmont segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
|
(Dollars in thousands)
|
|
2025 |
|
|
2024 |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
|
% Change |
|
Belmont Core |
|
$ |
15,625 |
|
|
$ |
9,906 |
|
|
|
57.7 |
% |
|
$ |
38,593 |
|
|
$ |
19,317 |
|
|
|
99.8 |
% |
Belmont Non-Core |
|
|
(215 |
) |
|
|
(3,437 |
) |
|
|
(93.7 |
%) |
|
|
(3,065 |
) |
|
|
(3,946 |
) |
|
|
(22.3 |
%) |
Total assumed written premiums |
|
$ |
15,410 |
|
|
$ |
6,469 |
|
|
|
138.2 |
% |
|
$ |
35,528 |
|
|
$ |
15,371 |
|
|
|
131.1 |
% |
•
Belmont Core's assumed business grew to $15.6 million and $38.6 million for the quarter and nine months ended September 30, 2025, respectively, from $9.9 million and $19.3 million for the same period in 2024 due to new treaties incepting during 2024 and 2025 and organic growth from existing treaties.
•
Belmont Non-Core's business represents run-off premium from non-renewed treaties.
Underwriting Income (Loss)
The components of income (loss) from the Company’s reportable segments and corresponding underwriting ratios are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
|
|
Agency and Insurance Services |
|
|
Belmont Core |
|
|
Belmont Non-Core |
|
|
Eliminations |
|
|
Total |
|
(Dollars in thousands)
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earned premiums |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
99,388 |
|
|
$ |
93,982 |
|
|
$ |
282 |
|
|
$ |
1,431 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
99,670 |
|
|
$ |
95,413 |
|
Commission and service fee income (1) |
|
|
14,408 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(14,408 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Policy and installment fee income |
|
|
570 |
|
|
|
— |
|
|
|
— |
|
|
|
337 |
|
|
|
41 |
|
|
|
35 |
|
|
|
— |
|
|
|
— |
|
|
|
611 |
|
|
|
372 |
|
Total revenues |
|
|
14,978 |
|
|
|
— |
|
|
|
99,388 |
|
|
|
94,319 |
|
|
|
323 |
|
|
|
1,466 |
|
|
|
(14,408 |
) |
|
|
— |
|
|
|
100,281 |
|
|
|
95,785 |
|
Losses and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses and loss adjustment expenses |
|
|
— |
|
|
|
— |
|
|
|
52,665 |
|
|
|
51,382 |
|
|
|
(2,446 |
) |
|
|
1,018 |
|
|
|
(344 |
) |
|
|
— |
|
|
|
49,875 |
|
|
|
52,400 |
|
Net commission expenses |
|
|
— |
|
|
|
— |
|
|
|
34,859 |
|
|
|
21,926 |
|
|
|
259 |
|
|
|
973 |
|
|
|
(11,031 |
) |
|
|
— |
|
|
|
24,087 |
|
|
|
22,899 |
|
Other underwriting expenses |
|
|
13,800 |
|
|
|
— |
|
|
|
5,361 |
|
|
|
13,703 |
|
|
|
200 |
|
|
|
951 |
|
|
|
(3,033 |
) |
|
|
— |
|
|
|
16,328 |
|
|
|
14,654 |
|
Total losses and expenses |
|
|
13,800 |
|
|
|
— |
|
|
|
92,885 |
|
|
|
87,011 |
|
|
|
(1,987 |
) |
|
|
2,942 |
|
|
|
(14,408 |
) |
|
|
— |
|
|
|
90,290 |
|
|
|
89,953 |
|
Underwriting income (loss) |
|
$ |
1,178 |
|
|
$ |
— |
|
|
$ |
6,503 |
|
|
$ |
7,308 |
|
|
$ |
2,310 |
|
|
$ |
(1,476 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
9,991 |
|
|
$ |
5,832 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss ratio: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current accident year |
|
|
|
|
|
|
|
|
50.3 |
% |
|
|
54.7 |
% |
|
|
84.0 |
% |
|
|
74.1 |
% |
|
|
|
|
|
|
|
|
50.1 |
% |
|
|
55.0 |
% |
Prior accident year |
|
|
|
|
|
|
|
|
2.7 |
% |
|
|
— |
|
|
|
(951.4 |
%) |
|
|
(3.0 |
%) |
|
|
|
|
|
|
|
|
— |
|
|
|
(0.1 |
%) |
Calendar year loss ratio |
|
|
|
|
|
|
|
|
53.0 |
% |
|
|
54.7 |
% |
|
|
(867.4 |
%) |
|
|
71.1 |
% |
|
|
|
|
|
|
|
|
50.1 |
% |
|
|
54.9 |
% |
Expense ratio |
|
|
|
|
|
|
|
|
40.5 |
% |
|
|
37.9 |
% |
|
|
162.8 |
% |
|
|
134.5 |
% |
|
|
|
|
|
|
|
|
40.5 |
% |
|
|
39.4 |
% |
Combined ratio |
|
|
|
|
|
|
|
|
93.5 |
% |
|
|
92.6 |
% |
|
|
(704.6 |
%) |
|
|
205.6 |
% |
|
|
|
|
|
|
|
|
90.6 |
% |
|
|
94.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accident year combined ratio |
|
|
|
|
|
|
|
|
90.7 |
% |
|
|
92.1 |
% |
|
|
177.6 |
% |
|
|
181.3 |
% |
|
|
|
|
|
|
|
|
90.4 |
% |
|
|
93.5 |
% |
(1) Consists of intersegment revenues, which are eliminated in consolidation.
The Company generated underwriting income of $10.0 million for the quarter ended September 30, 2025 compared to $5.8 million of underwriting income for the same period in 2024. The current accident year combined ratio improved 3.5 points to 90.4% for the quarter ended September 30, 2025 from 93.5% for the same period in 2024.
•
Net earned premiums within the Belmont Core segment increased by 5.8% to $99.4 million for the quarter ended September 30, 2025 compared to $94.0 million for the same period in 2024 due to growth in its gross written premiums. Property net earned premiums were $40.6 million and $43.0 million for the quarters ended September 30, 2025 and 2024, respectively. Casualty net earned premiums were $58.7 million and $50.9 million for the quarters ended September 30, 2025 and 2024, respectively.
•
Agency and Insurance Services segment recorded $11.0 million of commission income on direct premiums produced for Belmont Core and $3.4 million of service fee income for technology and claims services provided to Belmont Core and Non-Core segments during the quarter ended September 30, 2025. There were no revenues for 2024 since these affiliated agreements incepted effective on January 1, 2025.
The commission and service fee income for the Agency and Insurance Services segment are eliminated in the Company's Consolidated Financial Statements.
•
Policy and installment fee income was $0.6 million and $0.4 million for the quarters ended September 30, 2025 and 2024, respectively.
•
The current accident year loss ratio improved by 4.9 points to 50.1% for the quarter ended September 30, 2025 compared to 55.0% for the same period in 2024 primarily driven by an improvement in both the non-catastrophe and catastrophe property loss ratio.
•
Net losses and loss adjustment expenses related to prior accident years were a decrease of less than $0.1 million for the quarters ended September 30, 2025 and 2024. Please see Note 7 of the notes to the consolidated financial statements in Item 1 of Part I of this report for further discussion on prior accident year development.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
Agency and Insurance Services |
|
|
Belmont Core |
|
|
Belmont Non-Core |
|
|
Eliminations |
|
|
Total |
|
(Dollars in thousands)
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earned premiums |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
289,161 |
|
|
$ |
272,467 |
|
|
$ |
(1,029 |
) |
|
$ |
12,339 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
288,132 |
|
|
$ |
284,806 |
|
Commission and service fee income (1) |
|
|
43,308 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(43,308 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Policy and installment fee income |
|
|
1,456 |
|
|
|
— |
|
|
|
— |
|
|
|
1,020 |
|
|
|
112 |
|
|
|
54 |
|
|
|
— |
|
|
|
— |
|
|
|
1,568 |
|
|
|
1,074 |
|
Total revenues |
|
|
44,764 |
|
|
|
— |
|
|
|
289,161 |
|
|
|
273,487 |
|
|
|
(917 |
) |
|
|
12,393 |
|
|
|
(43,308 |
) |
|
|
— |
|
|
|
289,700 |
|
|
|
285,880 |
|
Losses and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses and loss adjustment expenses |
|
|
— |
|
|
|
— |
|
|
|
175,226 |
|
|
|
151,417 |
|
|
|
(4,656 |
) |
|
|
8,029 |
|
|
|
(1,009 |
) |
|
|
— |
|
|
|
169,561 |
|
|
|
159,446 |
|
Net commission expenses |
|
|
— |
|
|
|
— |
|
|
|
101,342 |
|
|
|
63,406 |
|
|
|
(20 |
) |
|
|
4,599 |
|
|
|
(33,058 |
) |
|
|
— |
|
|
|
68,264 |
|
|
|
68,005 |
|
Other underwriting expenses |
|
|
39,474 |
|
|
|
— |
|
|
|
14,938 |
|
|
|
41,048 |
|
|
|
1,402 |
|
|
|
2,737 |
|
|
|
(9,241 |
) |
|
|
— |
|
|
|
46,573 |
|
|
|
43,785 |
|
Total losses and expenses |
|
|
39,474 |
|
|
|
— |
|
|
|
291,506 |
|
|
|
255,871 |
|
|
|
(3,274 |
) |
|
|
15,365 |
|
|
|
(43,308 |
) |
|
|
— |
|
|
|
284,398 |
|
|
|
271,236 |
|
Underwriting income (loss) |
|
$ |
5,290 |
|
|
$ |
— |
|
|
$ |
(2,345 |
) |
|
$ |
17,616 |
|
|
$ |
2,357 |
|
|
$ |
(2,972 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
5,302 |
|
|
$ |
14,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting Ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss ratio: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current accident year |
|
|
|
|
|
|
|
|
59.2 |
% |
|
|
55.7 |
% |
|
|
57.2 |
% |
|
|
62.6 |
% |
|
|
|
|
|
|
|
|
58.9 |
% |
|
|
56.0 |
% |
Prior accident year |
|
|
|
|
|
|
|
|
1.4 |
% |
|
|
(0.1 |
%) |
|
|
395.3 |
% |
|
|
2.5 |
% |
|
|
|
|
|
|
|
|
(0.1 |
%) |
|
|
— |
|
Calendar year loss ratio |
|
|
|
|
|
|
|
|
60.6 |
% |
|
|
55.6 |
% |
|
|
452.5 |
% |
|
|
65.1 |
% |
|
|
|
|
|
|
|
|
58.8 |
% |
|
|
56.0 |
% |
Expense ratio |
|
|
|
|
|
|
|
|
40.2 |
% |
|
|
38.3 |
% |
|
|
(134.3 |
%) |
|
|
59.4 |
% |
|
|
|
|
|
|
|
|
39.9 |
% |
|
|
39.2 |
% |
Combined ratio |
|
|
|
|
|
|
|
|
100.8 |
% |
|
|
93.9 |
% |
|
|
318.2 |
% |
|
|
124.5 |
% |
|
|
|
|
|
|
|
|
98.7 |
% |
|
|
95.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accident year combined ratio |
|
|
|
|
|
|
|
|
99.4 |
% |
|
|
93.9 |
% |
|
|
(68.8 |
%) |
|
|
118.9 |
% |
|
|
|
|
|
|
|
|
98.7 |
% |
|
|
95.0 |
% |
(1) Consists of intersegment revenues, which are eliminated in consolidation.
.
Underwriting income of $5.3 million for the nine months ended September 30, 2025 includes net losses and loss adjustment expenses related to California Wildfires in January 2025 ("California Wildfires"), totaling $15.8 million, compared to $14.6 million of underwriting income for the same period in 2024.
Excluding California Wildfires, the underwriting income was $21.1 million for the nine months ended September 30, 2025. The current accident year combined ratio, excluding the impact of the California Wildfires of 5.5 points, was 93.2% for the nine months ended September 30, 2025 compared to 95.0% for the same period in 2024.
•
Net earned premiums within the Belmont Core segment increased by 6.1% to $289.2 million for the nine months ended September 30, 2025 compared to $272.5 million for the same period in 2024 due to growth in its gross written premiums. Property net earned premiums were $118.7 million and $122.1 million for the nine months ended September 30, 2025 and 2024, respectively. Casualty net earned premiums were $170.4 million and $150.4 million for the nine months ended September 30, 2025 and 2024, respectively.
•
Agency and Insurance Services segment recorded $33.1 million of commission income on direct premiums produced for Belmont Core and $10.3 million of service fee income for technology and claims services provided to Belmont Core and Non-Core segments for the nine months ended September 30, 2025. There were no revenues for 2024 since these affiliated agreements incepted effective on January 1, 2025. The commission and service fee income for the Agency and Insurance Services segment are eliminated in the Company's Consolidated Financial Statements.
•
Policy and installment fee income was $1.6 million and $1.1 million for the nine months ended September 30, 2025 and 2024, respectively.
•
The current accident year loss ratio increased by 2.9 points to 58.9% for the nine months ended September 30, 2025 compared to 56.0% for the same period in 2024 driven by the California Wildfires which impacted the current accident year loss ratio by 5.5 points.
•
Net losses and loss adjustment expenses related to prior accident years were a decrease of less than $0.1 million and ($0.1) million for the nine months ended September 30, 2025 and 2024, respectively. Please see Note 7 of the notes to the consolidated financial statements in Item 1 of Part I of this report for further discussion on prior accident year development.
The current accident year net losses and loss adjustment expenses and loss ratio are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
|
|
|
|
Quarters Ended September 30, |
|
|
|
|
(Dollars in thousands) |
|
2025 |
|
|
2024 |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
|
Point Change |
|
Property |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-catastrophe |
|
$ |
14,480 |
|
|
$ |
18,199 |
|
|
|
(20.4 |
%) |
|
|
35.6 |
% |
|
|
42.3 |
% |
|
|
(6.7 |
) |
Catastrophe |
|
|
1,281 |
|
|
|
3,478 |
|
|
|
(63.2 |
%) |
|
|
3.1 |
% |
|
|
8.1 |
% |
|
|
(5.0 |
) |
Total property |
|
|
15,761 |
|
|
|
21,677 |
|
|
|
(27.3 |
%) |
|
|
38.7 |
% |
|
|
50.4 |
% |
|
|
(11.7 |
) |
Casualty |
|
|
34,158 |
|
|
|
30,757 |
|
|
|
11.1 |
% |
|
|
57.9 |
% |
|
|
58.7 |
% |
|
|
(0.8 |
) |
Total accident year |
|
$ |
49,919 |
|
|
$ |
52,434 |
|
|
|
(4.8 |
%) |
|
|
50.1 |
% |
|
|
55.0 |
% |
|
|
(4.9 |
) |
•
The current accident year non-catastrophe property loss ratio improved by 6.7 points during the quarter ended September 30, 2025 as compared to the same period in 2024 driven by lower claims frequency.
•
The current accident year catastrophe loss ratio improved by 5.0 points during the quarter ended September 30, 2025 as compared to the same period in 2024 recognizing lower claims frequency.
•
The current accident year casualty loss ratio improved by 0.8 points during the quarter ended September 30, 2025 mainly driven by improved pricing from rate increases in 2024 and 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
|
(Dollars in thousands) |
|
2025 |
|
|
2024 |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
|
Point Change |
|
Property losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-catastrophe |
|
$ |
47,654 |
|
|
$ |
53,446 |
|
|
|
(10.8 |
%) |
|
|
40.1 |
% |
|
|
43.8 |
% |
|
|
(3.7 |
) |
Catastrophe |
|
|
24,350 |
|
|
|
10,274 |
|
|
|
137.0 |
% |
|
|
20.5 |
% |
|
|
8.4 |
% |
|
|
12.1 |
|
Property losses |
|
|
72,004 |
|
|
|
63,720 |
|
|
|
13.0 |
% |
|
|
60.6 |
% |
|
|
52.2 |
% |
|
|
8.4 |
|
Casualty losses |
|
|
97,596 |
|
|
|
95,841 |
|
|
|
1.8 |
% |
|
|
57.7 |
% |
|
|
58.9 |
% |
|
|
(1.2 |
) |
Total accident year losses |
|
$ |
169,600 |
|
|
$ |
159,561 |
|
|
|
6.3 |
% |
|
|
58.9 |
% |
|
|
56.0 |
% |
|
|
2.9 |
|
•
The current accident year non-catastrophe property loss ratio was 40.1% for the nine months ended September 30, 2025 compared to 43.8% for the same period in 2024, an improvement of 3.7 points driven by lower claims frequency.
•
The current accident year catastrophe net losses and loss adjustment expenses increased to $24.4 million for the nine months ended September 30, 2025 compared to $10.3 million for the same period in 2024. Excluding the California Wildfires, catastrophe net losses and loss adjustment expenses would have been $8.6 million or a loss ratio of 7.2% for the nine months ended September 30, 2025 compared to $10.3 million of catastrophe net losses and loss adjustment expenses or an 8.4% catastrophe loss ratio for the same period in 2024.
•
The current accident year casualty loss ratio improved by 1.2 points for the nine months ended September 30, 2025 mainly driven by improved pricing from rate increases in 2024 and 2025.
The following table summarizes the components of the expense ratio for the quarters and nine months ended September 30, 2025 and 2024:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
|
Point |
|
|
Nine Months Ended September 30, |
|
|
Point |
|
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Net commission expenses |
|
|
24.1 |
% |
|
|
24.0 |
% |
|
|
0.1 |
|
|
|
23.7 |
% |
|
|
23.9 |
% |
|
|
(0.2 |
) |
Other underwriting expenses |
|
|
16.4 |
% |
|
|
15.4 |
% |
|
|
1.0 |
|
|
|
16.2 |
% |
|
|
15.3 |
% |
|
|
0.9 |
|
Expense Ratio |
|
|
40.5 |
% |
|
|
39.4 |
% |
|
|
1.1 |
|
|
|
39.9 |
% |
|
|
39.2 |
% |
|
|
0.7 |
|
•
The increase in the expense ratio for the nine months ended September 30, 2025 is primarily due to the investment in underwriting personnel at Katalyx Holdings LLC.
Net investment income
Net investment income increased 8.6% to $17.9 million for the quarter ended September 30, 2025 from $16.5 million for the same period in 2024 and increased 2.3% to $47.4 million for the nine months ended September 30, 2025 from $46.3 million for the same period in 2024 mainly driven by performance in limited partnerships for the quarter and improved yield on fixed maturities for the nine months.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
|
(Dollars in thousands) |
|
2025 |
|
|
2024 |
|
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
Fixed maturities |
|
$ |
15,183 |
|
|
$ |
15,752 |
|
|
$ |
(569 |
) |
|
$ |
45,081 |
|
|
$ |
44,218 |
|
|
$ |
863 |
|
Equities |
|
|
716 |
|
|
|
181 |
|
|
|
535 |
|
|
|
1,001 |
|
|
|
615 |
|
|
|
386 |
|
Limited partnerships |
|
|
2,012 |
|
|
|
555 |
|
|
|
1,457 |
|
|
|
1,318 |
|
|
|
1,486 |
|
|
|
(168 |
) |
Net investment income |
|
$ |
17,911 |
|
|
$ |
16,488 |
|
|
$ |
1,423 |
|
|
$ |
47,400 |
|
|
$ |
46,319 |
|
|
$ |
1,081 |
|
•
Net investment income from the Company’s fixed maturities portfolio decreased by 3.6% for the quarter ended September 30, 2025 as compared to the same period in 2024 primarily due to a lower average yield in 2025 as compared to 2024. Net investment income from the Company’s fixed maturities portfolio grew by 2.0% for the nine months ended September 30, 2025 as compared to the same period in 2024 due to a higher average yield in 2025 as compared to 2024.
•
Net investment income from equities increased by $0.5 million to $0.7 million for the quarter ended September 30, 2025 and increased by $0.4 million to $1.0 million for the nine months ended September 30, 2025 as compared to the same periods in 2024 primarily driven by the Company's $25 million investment in common equities during the third quarter of 2025.
•
Income from limited partnerships increased by $1.5 million for the quarter ended September 30, 2025 and decreased by $0.2 million for the nine months ended September 30, 2025. These fluctuations were primarily attributable to changes in the fair value of one of the Company's limited partnership investments.
The Company's fixed maturities portfolio continues to maintain high quality with an AA- average rating and consists of the following:
|
|
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 30, 2025 |
|
|
December 31, 2024 |
|
Structured bonds (1) |
|
$ |
431,514 |
|
|
$ |
259,915 |
|
Other fixed maturities |
|
|
300,864 |
|
|
|
246,747 |
|
U.S. treasuries |
|
|
577,001 |
|
|
|
875,246 |
|
Total fixed maturities |
|
$ |
1,309,379 |
|
|
$ |
1,381,908 |
|
(1) Structured bonds include asset-backed, mortgage-backed, commercial mortgage-backed and collateralized mortgage obligations.
Excluding the structured bonds, the average duration of the Company’s fixed maturities portfolio was 0.6 years as of September 30, 2025, compared with 0.5 years as of December 31, 2024. Structured bonds are subject to conditional prepayment rates whereas the remaining bonds have a set maturity date. Changes in interest rates can cause principal payments on structured bonds to extend or shorten which can impact duration.
Net Realized Investment Gains (Losses)
The components of net realized investment gains (losses) for the quarters and nine months ended September 30, 2025 and 2024 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
|
Nine Months Ended September 30, |
|
(Dollars in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Equity securities |
|
$ |
(3,967 |
) |
|
$ |
289 |
|
|
$ |
(3,683 |
) |
|
$ |
1,373 |
|
Fixed maturities |
|
|
(27 |
) |
|
|
(801 |
) |
|
|
(48 |
) |
|
|
(833 |
) |
Net realized investment gains (losses) |
|
$ |
(3,994 |
) |
|
$ |
(512 |
) |
|
$ |
(3,731 |
) |
|
$ |
540 |
|
Net realized investment losses for the quarter and nine months ended September 30, 2025 were primarily due to changes in fair value on the Company's $25 million investment in common equities held during the quarter.
See Note 3 of the notes to the consolidated financial statements in Item 1 of Part I of this report for an analysis of total investment return on a pre-tax basis for the quarters and nine months ended September 30, 2025 and 2024.
Corporate Expenses
Corporate expenses consist of outside legal fees, other professional fees, directors’ fees, management fees & advisory fees, salaries and benefits for holding company personnel, development costs for new products, impairment losses, and taxes incurred which are not directly related to operations.
Corporate expenses increased $1.9 million to $7.8 million for the quarter ended September 30, 2025 from $5.9 million for the same period in 2024 primarily due to an increase in professional fees related to the acquisition of Sayata and an increase in employee and recruiting costs related to investment in the Company’s newly formed Agency and Insurance Services segment.
Corporate expenses increased $6.2 million to $24.9 million for the nine months ended September 30, 2025 compared to $18.7 million for the same period in 2024 primarily driven by $2.9 million of advisory fees consisting mainly of stock compensation approved and granted by the Board of Directors to Fox Paine & Company, LLC in the first quarter of 2025 related to the Company’s internal reorganization, an increase in professional fees related to the acquisition of Sayata, and an increase in employee and recruiting costs related to investment in the Company’s newly formed Agency and Insurance Services segment.
See Note 9 of the notes to the consolidated financial statements in Item 1 of Part I of this report for additional information on the advisory fee.
Income Tax Expense
Income tax expense was $3.5 million on net income before tax of $16.1 million for the quarter ended September 30, 2025. This compares to income tax expense of $3.1 million on net income before tax of $15.9 million for the same period in 2024.
Income tax expense was $5.2 million on net income before tax of $24.1 million for the nine months ended September 30, 2025. This compares to income tax expense of $8.6 million on net income before tax of $42.8 million for the same period in 2024.
See Note 6 of the notes to the consolidated financial statements in Item 1 of Part I of this report for a comparison of income tax between periods.
Net Income
The Company had net income of $12.5 million during the quarter ended September 30, 2025 compared to net income of $12.8 million for the same period in 2024. The Company had net income of $18.9 million during the nine months ended September 30, 2025. Excluding the California Wildfires net losses and loss adjustment expenses of $12.3 million after tax, net income would have been $31.2 million for the nine months ended September 30, 2025 compared to net income of $34.2 million for the same period in 2024.
Reserves
Amounts recorded for unpaid losses and loss adjustment expenses represent management’s best estimate at September 30, 2025. Management’s best estimate is as of a particular point in time and is based upon known facts, the Company’s actuarial analyses, current law, and the Company’s judgment. This resulted in carried gross reserves of $761.7 million and $800.4 million as of September 30, 2025 and December 31, 2024, respectively, and net reserves of $702.9 million and $739.6 million as of September 30, 2025 and December 31, 2024, respectively. A breakout of the Company’s gross and net reserves is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2025 |
|
|
|
Gross Reserves |
|
|
Net Reserves (2) |
|
(Dollars in thousands) |
|
Case |
|
|
IBNR (1) |
|
|
Total |
|
|
Case |
|
|
IBNR (1) |
|
|
Total |
|
Belmont Core |
|
$ |
149,515 |
|
|
$ |
305,055 |
|
|
$ |
454,570 |
|
|
$ |
148,390 |
|
|
$ |
297,194 |
|
|
$ |
445,584 |
|
Belmont Non-Core |
|
|
107,843 |
|
|
|
199,268 |
|
|
|
307,111 |
|
|
|
72,875 |
|
|
|
184,432 |
|
|
|
257,307 |
|
Total |
|
$ |
257,358 |
|
|
$ |
504,323 |
|
|
$ |
761,681 |
|
|
$ |
221,265 |
|
|
$ |
481,626 |
|
|
$ |
702,891 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2024 |
|
|
|
Gross Reserves |
|
|
Net Reserves (2) |
|
(Dollars in thousands) |
|
Case |
|
|
IBNR (1) |
|
|
Total |
|
|
Case |
|
|
IBNR (1) |
|
|
Total |
|
Belmont Core |
|
$ |
146,261 |
|
|
$ |
298,925 |
|
|
$ |
445,186 |
|
|
$ |
146,197 |
|
|
$ |
289,955 |
|
|
$ |
436,152 |
|
Belmont Non-Core |
|
|
104,145 |
|
|
|
251,060 |
|
|
|
355,205 |
|
|
|
67,055 |
|
|
|
236,430 |
|
|
|
303,485 |
|
Total |
|
$ |
250,406 |
|
|
$ |
549,985 |
|
|
$ |
800,391 |
|
|
$ |
213,252 |
|
|
$ |
526,385 |
|
|
$ |
739,637 |
|
(1)
Net losses and loss adjustment expenses incurred but not reported, including the expected future emergence of case reserves.
(2)
Does not include reinsurance receivables on paid net losses and loss adjustment expenses.
Gross and net reserves related to Belmont Non-Core are declining as it services the run-off of policies/treaties on de-emphasized and terminated business.
Each reserve category has an implicit frequency and severity for each accident year as a result of the various assumptions made. If the actual levels of frequency and severity are higher or lower than expected, the ultimate net losses and loss adjustment expenses will be different than management’s best estimate. For most of its reserve categories, the Company believes that frequency can be predicted with greater accuracy than severity. Therefore, the Company believes management’s best estimate is more likely influenced by changes in severity than frequency. The following table, which the Company believes reflects a reasonable range of variability around its best estimate based on historical experience and management’s judgment, reflects the impact of changes (which could be favorable or unfavorable) in frequency and severity on the Company’s current accident year net losses and loss adjustment expenses estimate of $169.6 million for claims occurring during the nine months ended September 30, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severity Change |
|
(Dollars in thousands) |
|
-10% |
|
|
-5% |
|
|
0% |
|
|
5% |
|
|
10% |
|
Frequency Change |
|
-5% |
|
|
(24,592 |
) |
|
|
(16,536 |
) |
|
|
(8,480 |
) |
|
|
(424 |
) |
|
|
7,632 |
|
|
|
-3% |
|
|
(21,539 |
) |
|
|
(13,314 |
) |
|
|
(5,088 |
) |
|
|
3,138 |
|
|
|
11,363 |
|
|
|
-2% |
|
|
(20,013 |
) |
|
|
(11,702 |
) |
|
|
(3,392 |
) |
|
|
4,918 |
|
|
|
13,229 |
|
|
|
-1% |
|
|
(18,486 |
) |
|
|
(10,091 |
) |
|
|
(1,696 |
) |
|
|
6,699 |
|
|
|
15,094 |
|
|
|
0% |
|
|
(16,960 |
) |
|
|
(8,480 |
) |
|
|
— |
|
|
|
8,480 |
|
|
|
16,960 |
|
|
|
1% |
|
|
(15,434 |
) |
|
|
(6,869 |
) |
|
|
1,696 |
|
|
|
10,261 |
|
|
|
18,826 |
|
|
|
2% |
|
|
(13,907 |
) |
|
|
(5,258 |
) |
|
|
3,392 |
|
|
|
12,042 |
|
|
|
20,691 |
|
|
|
3% |
|
|
(12,381 |
) |
|
|
(3,646 |
) |
|
|
5,088 |
|
|
|
13,822 |
|
|
|
22,557 |
|
|
|
5% |
|
|
(9,328 |
) |
|
|
(424 |
) |
|
|
8,480 |
|
|
|
17,384 |
|
|
|
26,288 |
|
The Company’s net reserves for losses and loss adjustment expenses of $702.9 million as of September 30, 2025 relate to multiple accident years. Therefore, the impact of changes in frequency and severity for more than one accident year could be higher or lower than the amounts reflected above.
Reconciliation of non-GAAP financial measures and ratios
The tables below reconcile the non-GAAP financial measures or ratios, which excludes the impact of prior accident year adjustments in the first table and excludes the impact of prior accident year adjustments and the California Wildfires in the second table, to its most directly comparable GAAP measure or ratio. The Company believes the non-GAAP financial measures or ratios are useful to investors when evaluating the Company's underwriting performance as trends in the Company's segments may be obscured by prior accident year adjustments and the California Wildfires. These non-GAAP financial measures or ratios should not be considered as a substitute for the most directly comparable GAAP measures or ratios and do not reflect the overall underwriting profitability of the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarters Ended September 30, |
|
|
Nine Months Ended September 30, |
|
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
(Dollars in thousands) |
|
Net losses and loss adjustment expenses |
|
|
Loss Ratio |
|
|
Net losses and loss adjustment expenses |
|
|
Loss Ratio |
|
|
Net losses and loss adjustment expenses |
|
|
Loss Ratio |
|
|
Net losses and loss adjustment expenses |
|
|
Loss Ratio |
|
Property |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non catastrophe property excluding the effect of prior accident year (1) |
|
$ |
14,480 |
|
|
|
35.6 |
% |
|
$ |
18,199 |
|
|
|
42.3 |
% |
|
$ |
47,654 |
|
|
|
40.1 |
% |
|
$ |
53,446 |
|
|
|
43.8 |
% |
Effect of prior accident year |
|
|
(2,787 |
) |
|
|
(6.8 |
%) |
|
|
(2,862 |
) |
|
|
(6.7 |
%) |
|
|
(8,966 |
) |
|
|
(7.6 |
%) |
|
|
(3,849 |
) |
|
|
(3.1 |
%) |
Non catastrophe property (2) |
|
$ |
11,693 |
|
|
|
28.8 |
% |
|
$ |
15,337 |
|
|
|
35.6 |
% |
|
$ |
38,688 |
|
|
|
32.5 |
% |
|
$ |
49,597 |
|
|
|
40.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Catastrophe excluding the effect of prior accident year (1) |
|
$ |
1,281 |
|
|
|
3.1 |
% |
|
$ |
3,478 |
|
|
|
8.1 |
% |
|
$ |
24,350 |
|
|
|
20.5 |
% |
|
$ |
10,274 |
|
|
|
8.4 |
% |
Effect of prior accident year |
|
|
1 |
|
|
|
— |
|
|
|
143 |
|
|
|
0.3 |
% |
|
|
(632 |
) |
|
|
(0.5 |
%) |
|
|
511 |
|
|
|
0.4 |
% |
Catastrophe (2) |
|
$ |
1,282 |
|
|
|
3.1 |
% |
|
$ |
3,621 |
|
|
|
8.4 |
% |
|
$ |
23,718 |
|
|
|
20.0 |
% |
|
$ |
10,785 |
|
|
|
8.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property excluding the effect of prior accident year (1) |
|
$ |
15,761 |
|
|
|
38.7 |
% |
|
$ |
21,677 |
|
|
|
50.4 |
% |
|
$ |
72,004 |
|
|
|
60.6 |
% |
|
$ |
63,720 |
|
|
|
52.2 |
% |
Effect of prior accident year |
|
|
(2,786 |
) |
|
|
(6.8 |
%) |
|
|
(2,719 |
) |
|
|
(6.4 |
%) |
|
|
(9,598 |
) |
|
|
(8.1 |
%) |
|
|
(3,338 |
) |
|
|
(2.7 |
%) |
Total property (2) |
|
$ |
12,975 |
|
|
|
31.9 |
% |
|
$ |
18,958 |
|
|
|
44.0 |
% |
|
$ |
62,406 |
|
|
|
52.5 |
% |
|
$ |
60,382 |
|
|
|
49.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Casualty |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total casualty excluding the effect of prior accident year (1) |
|
$ |
34,158 |
|
|
|
57.9 |
% |
|
$ |
30,757 |
|
|
|
58.7 |
% |
|
$ |
97,596 |
|
|
|
57.7 |
% |
|
$ |
95,841 |
|
|
|
58.9 |
% |
Effect of prior accident year |
|
|
2,742 |
|
|
|
4.7 |
% |
|
|
2,685 |
|
|
|
5.1 |
% |
|
|
9,559 |
|
|
|
5.6 |
% |
|
|
3,223 |
|
|
|
2.0 |
% |
Total casualty (2) |
|
$ |
36,900 |
|
|
|
62.6 |
% |
|
$ |
33,442 |
|
|
|
63.8 |
% |
|
$ |
107,155 |
|
|
|
63.3 |
% |
|
$ |
99,064 |
|
|
|
60.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property and casualty excluding the effect of prior accident year (1) |
|
$ |
49,919 |
|
|
|
50.1 |
% |
|
$ |
52,434 |
|
|
|
55.0 |
% |
|
$ |
169,600 |
|
|
|
58.9 |
% |
|
$ |
159,561 |
|
|
|
56.0 |
% |
Effect of prior accident year |
|
|
(44 |
) |
|
|
— |
|
|
|
(34 |
) |
|
|
(0.1 |
%) |
|
|
(39 |
) |
|
|
(0.1 |
%) |
|
|
(115 |
) |
|
|
— |
|
Total property and casualty (2) |
|
$ |
49,875 |
|
|
|
50.1 |
% |
|
$ |
52,400 |
|
|
|
54.9 |
% |
|
$ |
169,561 |
|
|
|
58.8 |
% |
|
$ |
159,446 |
|
|
|
56.0 |
% |
(1)
Non-GAAP financial measure / ratio.
(2)
Most directly comparable GAAP measure / ratio.
Reconciliation of non-GAAP financial measures and ratios continued
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
(Dollars in thousands) |
|
2025 |
|
|
2024 |
|
|
|
|
|
|
|
|
Current accident year underwriting income excluding California Wildfires |
|
|
|
|
|
|
Underwriting income (1) |
|
$ |
5,302 |
|
|
$ |
14,644 |
|
Effect of prior accident year |
|
|
130 |
|
|
|
703 |
|
Current accident year underwriting income (2) |
|
|
5,432 |
|
|
|
15,347 |
|
California Wildfires net losses and loss adjustment expenses |
|
|
15,757 |
|
|
|
— |
|
Current accident year underwriting income excluding California Wildfires (2) |
|
$ |
21,189 |
|
|
$ |
15,347 |
|
|
|
|
|
|
|
|
Net income excluding California Wildfires |
|
|
|
|
|
|
Net income (1) |
|
$ |
18,878 |
|
|
$ |
34,219 |
|
California Wildfires net losses and loss adjustment expenses (net of tax) (3) |
|
|
12,338 |
|
|
|
— |
|
Net income excluding California Wildfires (2) |
|
$ |
31,216 |
|
|
$ |
34,219 |
|
|
|
|
|
|
|
|
Underwriting income excluding California Wildfires net losses and loss adjustment expenses |
|
|
|
|
|
|
Underwriting income (1) |
|
$ |
5,302 |
|
|
$ |
14,644 |
|
California Wildfires net losses and loss adjustment expenses |
|
|
15,757 |
|
|
|
— |
|
Underwriting income excluding California Wildfires (2) |
|
$ |
21,059 |
|
|
$ |
14,644 |
|
|
|
|
|
|
|
|
Current accident year catastrophe net losses and loss adjustment expenses excluding California Wildfires |
|
|
|
|
|
|
Current accident year catastrophe net losses and loss adjustment expenses (4) |
|
$ |
24,350 |
|
|
$ |
10,274 |
|
California Wildfires net losses and loss adjustment expenses |
|
|
(15,757 |
) |
|
|
— |
|
Current accident year catastrophe net losses and loss adjustment expenses excluding California Wildfires (2) |
|
$ |
8,593 |
|
|
$ |
10,274 |
|
|
|
|
|
|
|
|
Current accident year combined ratio excluding California Wildfires |
|
|
|
|
|
|
Combined ratio (1) |
|
|
98.7 |
% |
|
|
95.2 |
% |
Effect of prior accident year |
|
|
— |
|
|
|
(0.2 |
%) |
Current accident year combined ratio (2) |
|
|
98.7 |
% |
|
|
95.0 |
% |
Impact of California Wildfires |
|
|
(5.5 |
%) |
|
|
— |
|
Current accident year combined ratio excluding California Wildfires (2) |
|
|
93.2 |
% |
|
|
95.0 |
% |
|
|
|
|
|
|
|
Current accident year catastrophe loss ratio excluding California Wildfires (2) |
|
|
|
|
|
|
Current accident year catastrophe loss ratio (4) |
|
|
20.5 |
% |
|
|
8.4 |
% |
Impact of California Wildfires |
|
|
(13.3 |
%) |
|
|
— |
|
Current accident year catastrophe loss ratio excluding California Wildfires (2) |
|
|
7.2 |
% |
|
|
8.4 |
% |
(1) Most directly comparable GAAP measure / ratio.
(2) Non-GAAP financial measure / ratio.
(3) Represents net losses and loss adjustment expenses of $15.8 million less tax benefit of $3.5 million.
(4) See previous table for reconciliation of non-GAAP financial measures or ratios to its most directly comparable GAAP measure or ratio for current accident year catastrophe net losses and loss adjustment expenses.
Critical Accounting Estimates and Policies
The Company’s consolidated financial statements are prepared in conformity with GAAP, which require it to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.
The most critical accounting policies involve significant estimates and include those used in determining the liability for unpaid losses and loss adjustment expenses, recoverability of reinsurance receivables, investments, fair value measurements, goodwill and intangible assets, deferred acquisition costs, and taxation. For a detailed discussion on each of these policies, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes to any of these policies or underlying methodologies during the current year.
Liquidity and Capital Resources
Sources and Uses of Funds
Global Indemnity Group, LLC is a holding company. Its principal assets are its ownership in the shares of (i) Belmont Holdings GX, Inc., an insurance holding company that owns the following insurance companies: United National Insurance Company, Diamond State Insurance Company, Penn-America Insurance Company, Penn-Star Insurance Company, and Penn-Patriot Insurance Company, and (ii) Katalyx Holdings LLC, an agency and specialized service holding company.
Global Indemnity Group, LLC’s current short-term and long-term liquidity needs include but are not limited to the payment of corporate expenses, distributions to shareholders, and share repurchases. In order to meet its current short-term and long-term needs, its principal sources of cash include investment income, interest and principal payments on intercompany debt with Belmont Holdings GX, Inc., and reimbursement for equity awards granted to employees of Belmont Holdings GX, Inc. and Katalyx Holdings LLC.
Katalyx Holdings LLC includes four insurance agencies, three insurance service companies, and one service company whose current short-term and long-term liquidity needs include but are not limited to the payment of corporate expenses, operating expenses, capital expenditures in developing and integrating information technology platforms and operations, and payment for equity awards granted to its employees by Global Indemnity Group, LLC. In order to meet its current short-term and long-term needs, its principal sources of cash include fees from third parties, commissions / service fees from Belmont Holdings GX, Inc., commissions from third parties, and capital contributions from Global Indemnity Group, LLC.
Belmont Holdings GX, Inc.’s current short-term and long-term liquidity needs include but are not limited to the payment of corporate expenses, payment of interest and principal on intercompany debt, and payment for equity awards granted to its employees by Global Indemnity Group, LLC. In order to meet its current short-term and long-term needs, its principal sources of cash include dividends from insurance company subsidiaries and investment income.
The insurance companies’ current short-term and long-term liquidity needs include but are not limited to the payment of claims, commissions, operating expenses, federal taxes, and dividends. Their principal sources of funds include cash from direct and assumed business written, investment income, and proceeds from sales and maturities of investments.
The Company continuously reviews and assesses the short-term and long-term needs of each of its holding companies, service companies, and insurance companies. In addition, the Company periodically reviews opportunities related to business acquisitions and as a result, liquidity needs may arise in the future.
Belmont Holdings GX, Inc. is dependent on dividends from its insurance subsidiaries which are restricted by statute as to the amount of dividends that they may pay without the prior approval of regulatory authorities. The dividend limitations imposed by state laws are based on the statutory financial results of each insurance company that are determined by using statutory accounting practices that differ in various respects from accounting principles used in financial statements prepared in conformity with GAAP. See “Regulation - Statutory Accounting Principles” in Item 1 of Part I of the Company’s 2024 Annual Report on Form 10-K. Key differences relate to, among other items, deferred acquisition costs, limitations on deferred income taxes, reserve calculation assumptions and surplus notes. See Note 21 of the notes to the consolidated financial statements in Item 8 of Part II of the Company’s 2024 Annual Report on Form 10-K for further information on dividend limitations related to the insurance companies.
Extraordinary dividends of $100.0 million, in aggregate, were declared by the Company's insurance subsidiaries for distribution to Belmont Holdings GX, Inc. in June 2025. The dividends by the Company’s insurance subsidiaries were approved by the respective departments of insurance in Pennsylvania, Indiana and Virginia in July 2025. These dividends were paid in the third quarter of 2025.
Cash Flows
Sources of operating cash consist primarily of net written premiums and investment income which are used to pay claims, underwriting expenses and corporate expenses. Operating cash flows are generally used for investing and financing activities. Funds may be used to pay distributions to the Company’s shareholders.
Net cash provided by operating activities was $15.1 million and $52.3 million for the nine months ended September 30, 2025 and 2024, respectively, consisting of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
|
(Dollars in thousands) |
|
2025 |
|
|
2024 |
|
|
Change |
|
Net premiums collected |
|
$ |
315,488 |
|
|
$ |
304,001 |
|
|
$ |
11,487 |
|
Net losses and loss adjustment expenses paid |
|
|
(211,561 |
) |
|
|
(165,823 |
) |
|
|
(45,738 |
) |
Underwriting and corporate expenses |
|
|
(140,038 |
) |
|
|
(116,682 |
) |
|
|
(23,356 |
) |
Net investment income |
|
|
58,736 |
|
|
|
33,428 |
|
|
|
25,308 |
|
Net income taxes paid |
|
|
(7,532 |
) |
|
|
(2,657 |
) |
|
|
(4,875 |
) |
Interest paid |
|
|
— |
|
|
|
(17 |
) |
|
|
17 |
|
Net cash provided by operating activities |
|
$ |
15,093 |
|
|
$ |
52,250 |
|
|
$ |
(37,157 |
) |
•
The decline in cash flows of $37.2 million in 2025 compared to the same period in 2024 is primarily driven by an increase in current accident year catastrophe property net losses and loss adjustment expenses paid and increase in prior accident year casualty net losses and loss adjustment expenses paid from the Belmont Non-Core Casualty lines of business.
The reconciliation of net income to net cash provided by operating activities is generally influenced by the following:
•
the timing of the Company’s collection of premiums and payment of commissions;
•
the timing of the Company’s settlements with its reinsurers; and
•
the timing of the Company’s payments of net losses and loss adjustment expenses.
See the consolidated statements of cash flows in the consolidated financial statements in Item 1 of Part I of this report for details concerning the Company’s investing and financing activities.
Liquidity
The Board of Directors approved quarterly distribution payments of $0.35 per common share to all shareholders of record on the close of business on March 21, 2025, June 20, 2025 and September 29, 2025. Distributions paid to common shareholders were $10.0 million during the nine months ended September 30, 2025. The distribution declared on September 29, 2025 for $5.0 million was paid on October 6, 2025. In addition, distributions of $0.3 million were paid to Global Indemnity Group, LLC’s preferred shareholder during the nine months ended September 30, 2025.
Investment Portfolio
On July 31, 2023, the Company provided the Global Debt Fund, LP with a formal withdrawal request to fully redeem the partnership interest. Partial redemption proceeds of $4.7 million and $9.2 million were received during the quarter and nine months ended September 30, 2025, respectively. The Global Debt Fund, LP had a fair market value of $9.6 million at September 30, 2025.
Other than the items discussed in the preceding paragraphs, there have been no material changes to the Company’s liquidity during the quarter and nine months ended September 30, 2025. Please see Item 7 of Part II in the Company’s 2024 Annual Report on Form 10-K for information regarding the Company’s liquidity.
Capital Resources
There have been no material changes to the Company’s capital resources during the quarter and nine months ended September 30, 2025. Please see Item 7 of Part II in the Company’s 2024 Annual Report on Form 10-K for information regarding the Company’s capital resources.
Off Balance Sheet Arrangements
The Company has no off balance sheet arrangements.
Cautionary Note Regarding Forward-Looking Statements
Some of the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report are forward-looking statements within the meaning of Section 21E of the Security Exchange Act of 1934, as amended. These forward-looking statements reflect the Company’s current views as of the date of this report. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “project,” “plan,” “seek,” “intend,” or “anticipate” or the negative thereof or comparable terminology, and include discussions of strategy, financial projections and estimates and their underlying assumptions, statements regarding plans, objectives, expectations or consequences of identified transactions or natural disasters, and statements about the future, including future performance, operations, products and services of the companies.
The forward-looking statements contained in this report are primarily based on the Company’s current expectations and projections about future events and trends that it believes may affect the Company’s business, financial condition, results of operations, prospects, business strategy and financial needs. The outcome of the events described in these forward-looking statements, such as the Company’s ability to execute on its strategy following its corporate reorganization, is subject to risks, uncertainties, assumptions, including, but not limited to, the impact of legislative or regulatory actions, the impact of natural or man-made disasters, the sufficiency of the Company’s reserves, the impact of emerging claims issues, adverse capital market developments impacting investment performance, ability to effectively start-up or integrate new product opportunities, such as the ability to successfully integrate and develop acquired businesses and to establish a reinsurance managing general agency, adverse effect of cyber-attacks, and other factors described in the section captioned “Risk Factors” in Item 1A of Part I in the Company’s 2024 Annual Report on Form 10-K. These risks are not exhaustive, and new risks and uncertainties emerge from time to time. It is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. The Company cannot provide assurance that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. Forward-looking statements are inherently uncertain and investors are cautioned not to unduly rely upon such statements.
The Company’s forward-looking statements speak only as of the date of this report or as of the date they were made. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of economic losses due to adverse changes in the estimated fair value of a financial instrument as the result of changes in interest rates, equity prices, credit risk, illiquidity, foreign exchange rates and commodity prices. The Company’s consolidated balance sheets include the estimated fair values of assets that are subject to market risk. The Company’s primary market risks are interest rate risk and credit risks associated with investments in fixed maturities, equity price risk associated with investments in equity securities, and foreign exchange risk associated with premium received that is denominated in foreign currencies. The Company has no commodity risk.
There have been no material changes to the Company’s market risk since December 31, 2024. The Company’s investment grade fixed income portfolio continues to maintain high quality with an AA- average rating and a duration of 1.1 years.
Please see Item 7A of Part II in the Company’s 2024 Annual Report on Form 10-K for information regarding the Company’s market risk.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2025. Based upon that evaluation, and subject to the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, the design and operation of the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
PART II-OTHER INFORMATION
Item 1. Legal Proceedings
The Company is, from time to time, involved in various legal proceedings in the ordinary course of business. The Company maintains insurance and reinsurance coverage for risks in amounts that it considers adequate. However, there can be no assurance that the insurance and reinsurance coverage that the Company maintains is sufficient or will be available in adequate amounts or at a reasonable cost. The Company does not believe that the resolution of any currently pending legal proceedings, either individually or taken as a whole, will have a material adverse effect on its business, results of operations, cash flows, or financial condition.
There is a greater potential for disputes with reinsurers who are in runoff. Some of the Company’s reinsurers’ have operations that are in runoff, and therefore, the Company closely monitors those relationships. The Company anticipates that, similar to the rest of the insurance and reinsurance industry, it will continue to be subject to litigation and arbitration proceedings in the ordinary course of business.
Item 1A. Risk Factors
The Company’s results of operations and financial condition are subject to numerous risks and uncertainties described in Item 1A of Part I in the Company’s 2024 Annual Report on Form 10-K, filed with the SEC on March 11, 2025. The risk factors identified therein have not materially changed.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no sales of unregistered equity securities during the quarter ended September 30, 2025.
Global Indemnity Group, LLC did not repurchase any shares from third parties under its repurchase program during the quarter and nine months ended September 30, 2025.
There were no shares surrendered by the Company's employees during the quarter and nine months ended September 30, 2025.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
None of the Company's directors or Section 16 officers adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement, as each term is defined by Item 408 of Regulation S-K, during the quarter ended September 30, 2025.
Limited Liability Company Agreement Amendment
Effective October 29, 2025, the Company approved Amendment No. 1 (the “Amendment”) to the Third Amended and Restated Limited Liability Company Agreement (the “Third Amended and Restated LLC Agreement”) of the Company to provide that the existing arbitration provisions under Section 12.10 of the Third Amended and Restated LLC Agreement apply to all claims. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated into this Item 5 by reference.
Item 6. Exhibits
+ Filed or furnished herewith, as applicable.
SIGNATURE
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.
|
|
|
|
|
|
|
GLOBAL INDEMNITY GROUP, LLC |
|
|
Registrant |
|
|
|
|
|
|
|
|
|
|
Dated: October 31, 2025 |
|
By: |
|
/s/ Brian J. Riley |
|
|
|
|
Brian J. Riley |
|
|
|
|
Chief Financial Officer |
|
|
|
|
(Authorized Signatory and Principal Financial and Accounting Officer) |
EX-3.1
2
gbli-ex3_1.htm
EX-3.1
EX-3.1
AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GLOBAL INDEMNITY GROUP, LLC
This Amendment No. 1 (this “Amendment”) to that certain THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (“Third Amended and Restated LLC Agreement”) of GLOBAL INDEMNITY GROUP, LLC(the “Company”), is effective as of October 29, 2025, among each Person who is or becomes a Shareholder of the Company from time to time. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed thereto in the Third Amended and Restated LLC Agreement; provided, however, that references in this Amendment to “this Agreement” shall mean the Third Amended and Restated LLC Agreement, as amended by this Amendment.
Recitals
WHEREAS, pursuant to and in accordance with Section 9.1 and 9.2 of the Third Amended and Restated LLC Agreement, the Board of Directors desires to amend the Third Amended and Restated LLC Agreement on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in the Third Amended and Restated LLC Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Third Amended and Restated LLC Agreement is hereby amended as follows:
1.
The definition of “New York Court” in Section 1.1 of the Third Amended and Restated LLC Agreement is hereby amended and restated in its entirety as follows:
“New York Court” has the meaning assigned to such term in Section 12.10(j).
2.
The following definitions are hereby added to Section 1.1 of the Third Amended and Restated LLC Agreement:
“Arbitration-Eligible Person” has the meaning set forth in Section 12.10(g).
“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, supplemented or restated from time to time, and any successor to such statute, and the rules and regulations promulgated thereunder.
3.
The definition of “JAMS” in Section 1.1 of the Third Amended and Restated LLC Agreement is hereby deleted in its entirety.
4.
Section 12.10 of the Third Amended and Restated LLC Agreement is hereby amended and restated in its entirety as follows:
Section 12.10 Arbitration and Dispute Resolution.
(a) Any (i) dispute, controversy, or claim arising out of or relating to this Agreement (and any subsequent amendments hereof), or any breach, termination, or the validity thereof, the Company’s internal affairs, the ownership, transfer or rights or obligations of or with respect to, any Shares, or any action or inaction arising out of or relating to any of the foregoing, (ii) any securities laws claims brought under the federal securities laws of the United States, including the Securities Act, the Exchange Act or the Trust Indenture Act, and claims accompanying any such federal securities laws claims and (iii) any other securities law claims brought under the securities or antifraud laws or other applicable Law of any Governmental Entity, including, in each case, the applicable rules and regulations promulgated thereunder, and claims accompanying any such other securities laws claims (each a “Dispute”), shall be submitted, upon notice delivered by any party to such claim, to confidential, final and binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures in effect at the time (the “Rules”), except to the extent such procedures are modified herein (including pursuant to Section 12.10(e) in the event of a mass arbitration). Any disputes concerning the scope and enforceability of this Section 12.10 or whether a Dispute can or must be brought in arbitration in accordance with this Section 12.10 shall in each case be decided solely by a court of competent jurisdiction.
(b) The seat of arbitration shall be New York, New York, and the arbitration shall be conducted in the English language.
(c) There shall be one arbitrator who shall be agreed upon by the parties to such Dispute within twenty (20) days of delivery by any party to such Dispute of a copy of the demand for arbitration, provided that for any Dispute arising, in whole or in part, pursuant to clause (ii) and/or clause (iii) of Section 12.10(a), the arbitrator shall be selected from the JAMS Financial Markets Group (or any successor thereto or equivalent) and shall have experience adjudicating claims arising under federal or other securities laws, whether as an arbitrator, retired judge, or other neutral. If the parties do not agree upon an arbitrator within this time limit, such arbitrator shall be appointed by JAMS in accordance with both the Rules and the immediately preceding sentence; provided, that such appointment shall be subject to a strike and rank process.
(d) This Section 12.10 and the arbitration of Disputes shall be subject to and governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.). The governing law of the underlying Dispute shall be that of the state of Delaware or federal law, as applicable.
(e) A Dispute may only be brought by any party to such claim(s) in an individual capacity, and the arbitrator may award relief (including, but not limited to, damages, restitution, declaratory relief, specific performance and injunctive relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Unless agreed to by the Company in its sole discretion, the arbitrator may not consolidate more than one Person’s claims and may not otherwise preside over any form of a representative, class, private attorney general, or public injunction proceeding.
No Person shall bring any claim(s) relating to a Dispute as a class representative or class member or in any purported class or other form of representative proceeding; provided, that if any court (after exhaustion of all appeals) declares unenforceable such prohibition on consolidation or non-individualized relief (such as class, representative, private attorney general, or public injunctive relief), then all other aspects of the Dispute must be arbitrated first in accordance with the remainder of this Section 12.10, and only after completing such arbitration, the remaining aspects of the Dispute will then be decided by the New York Court (as defined below). Further, no Person shall bring any claim(s) relating to a Dispute as part of a mass arbitration; provided, that if any court (after exhaustion of all appeals) declares unenforceable such prohibition on mass arbitration, then the JAMS Mass Arbitration Procedures and Guidelines shall be applied as applicable, except to the extent such procedures are modified herein.
(f) In the event of an arbitration that includes, in whole or in part, any claims arising pursuant to clause (ii) and/or clause (iii) of Section 12.10(a), the parties shall agree upon – or if no agreement is reached between the parties, the arbitrator shall set – a schedule for the briefing of a dispositive motion by respondent(s). No discovery (including, without limitation, any discovery required by Rule 17 of the Rules) shall take place prior to the arbitrator’s decision on such dispositive motion.
(g) If a Dispute (other than any Dispute brought by the Company) that would be arbitrable under this Agreement if brought against the Company is brought against any Indemnified Person or any other Person for whom the Company is permitted or obligated (whether contractually or otherwise) to provide indemnification in respect of the applicable Dispute (such Indemnified Person or other Person, an “Arbitration-Eligible Person”) for alleged actions or omissions of such Arbitration-Eligible Person undertaken in their capacity as an Arbitration-Eligible Person, such Arbitration-Eligible Person shall be entitled to invoke the arbitration rights set forth in this Section 12.10, and all applicable references in this Section 12.10 to the Company shall be deemed to refer instead to such Arbitration-Eligible Person, mutatis mutandis.
(h) After the conclusion of all testimony, at a time designated by the arbitrator, each party shall simultaneously submit to the arbitrator and exchange with the other party its proposed award. In rendering the final award, the arbitrator shall be limited to choosing an award proposed by a party without modification; provided, however, that in no event shall the arbitrator award any damages prohibited by this Agreement or make any award that is otherwise inconsistent with this Agreement or applicable Law.
(i) By agreeing to arbitration, the parties do not intend to deprive any court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration proceedings.
Without prejudice to such provisional remedies that may be granted by a court, the arbitrator shall have full authority to grant provisional remedies, to order a party to request that a court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the arbitrator’s orders to that effect.
(j) The parties consent and submit to the non-exclusive jurisdiction of any federal court located in the State of New York or, where such court does not have jurisdiction, any New York state court, in either case located in the Borough of Manhattan, New York City, New York (“New York Court”), for the enforcement of any arbitral award rendered hereunder and to compel arbitration or for interim or provisional remedies in aid of arbitration. In any such action: (i) each party irrevocably waives, to the fullest extent it may effectively do so, any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens or any right of objection to jurisdiction on account of its place of incorporation or domicile, which it may now or hereafter have to the bringing of any such action or proceeding in any New York Court; (ii) each party irrevocably consents to service of process sent by a national courier service (with confirmation of receipt) to its address pursuant to Section 12.1 or in any other manner permitted by applicable Law; and (iii) each party waives any right to trial by jury in any court.
(k) If the arbitration provisions in this Section 12.10 shall be determined in a final, non-appealable order not to be valid and enforceable hereunder with respect to any Dispute, or if any Dispute is otherwise determined to be non-arbitrable by the Company in its sole discretion, the United States District Court for the District of Delaware shall be the sole and exclusive forum to adjudicate such Dispute; provided, however, that if the United States District Court for the District of Delaware shall not have jurisdiction as determined in a final, non-appealable order, the Delaware Court of Chancery shall be such sole and exclusive forum to adjudicate such Dispute, unless in any case the Company otherwise consents in its sole discretion.
(l) Judgment upon any award may be entered in any court having jurisdiction over any party or any of its assets. The arbitrator’s decision is binding only between the parties to the arbitration and will not have any preclusive effect in any other arbitration, court or other proceeding that involves a different party. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
(m) Any arbitration hereunder shall be confidential, and the parties and their agents agree not to disclose to any third party (i) the existence or status of the arbitration, (ii) all information made known and documents produced in the arbitration not otherwise in the public domain, and (iii) all awards arising from the arbitration, except and to the extent that disclosure is required by applicable Law or is required to protect or pursue a legal right.
(n) The arbitrator shall award the prevailing party its attorneys’ fees and costs reasonably incurred in the arbitration, including the prevailing party’s share of the arbitrator fees and JAMS administrative costs; provided, that, in furtherance of Section 12.11, if, in connection with any Dispute, a court of competent jurisdiction makes a final, non-appealable determination that this Section 12.10(n) is invalid, illegal or unenforceable in connection with such Dispute, such determination shall not affect the validity, legality or enforceability of the remaining provisions of this Section 12.10 with respect to such Dispute, or the application of this Section 12.10(n) in any Dispute other than the Dispute giving rise to such determination.
5.
This Amendment shall be read together with the Third Amended and Restated LLC Agreement as a single instrument. All references in the Third Amended and Restated LLC Agreement (and in any other agreements, documents and instruments entered into in connection therewith) to “Agreement” shall be deemed for all purposes to refer to the Third Amended and Restated LLC Agreement as amended, including by this Amendment. Except as expressly amended hereby, the Third Amended and Restated LLC Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects.
6.
This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflict of laws.
Remainder of page intentionally left blank.
IN WITNESS WHEREOF, this Amendment has been executed as of October 29, 2025.
|
|
|
GLOBAL INDEMNITY GROUP, LLC
|
|
By: /s/ Nathaniel DeRose |
|
Name: Nathaniel DeRose |
|
Title: Senior Vice President and Senior Counsel |
EX-31.1
3
gbli-ex31_1.htm
EX-31.1
EX-31.1
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a),
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph W. Brown, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Global Indemnity Group, LLC;
2.
Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;
3.
Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and
d)
Disclosed in this Quarterly Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s independent registered public accounting firm and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: October 31, 2025
/s/ Joseph W. Brown
Joseph W. Brown
Chief Executive Officer
EX-31.2
4
gbli-ex31_2.htm
EX-31.2
EX-31.2
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULE 13a-14(a)/15d-14(a),
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Brian J. Riley, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of Global Indemnity Group, LLC;
2.
Based on my knowledge, this Quarterly Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Quarterly Report;
3.
Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Quarterly Report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Quarterly Report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Quarterly Report based on such evaluation; and
d)
Disclosed in this Quarterly Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s independent registered public accounting firm and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: October 31, 2025
/s/ Brian J. Riley
Brian J. Riley
Chief Financial Officer
EX-32.1
5
gbli-ex32_1.htm
EX-32.1
EX-32.1
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Global Indemnity Group, LLC (the "Company") on Form 10-Q for the quarterly period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Joseph W. Brown, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: October 31, 2025
/s/ Joseph W. Brown
Joseph W. Brown
Chief Executive Officer
EX-32.2
6
gbli-ex32_2.htm
EX-32.2
EX-32.2
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Global Indemnity Group, LLC (the "Company") on Form 10-Q for the quarterly period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Brian J. Riley, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: October 31, 2025
/s/ Brian J. Riley
Brian J. Riley
Chief Financial Officer