株探米国株
英語
エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024

OR 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from      to

Commission file number 001-33493

Greenlight Capital Re, Ltd.
(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands N/A
(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.)
65 Market Street
Suite 1207, Jasmine Court
P.O. Box 31110
Camana Bay
Grand Cayman
Cayman Islands KY1-1205
(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: 205-291-3440

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of exchange
Ordinary shares
GLRE
The Nasdaq Stock Market LLC
 
Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐    No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ ‘‘smaller reporting company’’ and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒  Non-accelerated filer ☐  Smaller reporting company ☐
Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐     

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of voting and non-voting ordinary shares held by non-affiliates of the registrant at June 30, 2024, was $357.7 million.

At March 10, 2025, there were 34,564,176 ordinary shares outstanding, $0.10 par value per share, of the registrant.


DOCUMENTS INCORPORATED BY REFERENCE 

Portions of the proxy statement for the registrant’s 2025 annual meeting of shareholders, to be filed subsequently with the Securities and Exchange Commission, or the SEC, pursuant to Regulation 14A, under the Securities Exchange Act of 1934, as amended, or the Exchange Act, relating to the registrant’s annual general meeting of shareholders scheduled to be held on July 29, 2025 are incorporated by reference in Part III of this Annual Report on Form 10-K.




GREENLIGHT CAPITAL RE, LTD.

TABLE OF CONTENTS
 
Page
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 1C.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
ITEM 9C.
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
ITEM 15.
ITEM 16.


2

PART I
Note About Forward-Looking Statements

This Annual Report on Form 10-K (herein referred as “Form 10-K” or “Annual Report”) of Greenlight Capital Re, Ltd. (“Greenlight Capital Re,” “Company,” “us,” “we,” or “our”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts included in this report, including statements regarding estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements”. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the United States (“U.S.”) federal securities laws established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by the words “believe,” “project,” “predict,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are not historical facts, and are based on current expectations, estimates and projections, and various assumptions, many of which, are inherently uncertain and beyond management’s control.

Forward-looking statements contained in this Form 10-K may include, but are not limited to, information regarding our estimates for net loss and loss adjustment expenses incurred (including catastrophes and weather-related losses), measurements of potential losses in the fair market value of our investments, our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, the outcome of our strategic initiatives, our expectations regarding pricing, and other market and economic conditions including inflation, our growth prospects, and valuations of the potential impact of movements in interest rates, equity securities’ prices, and foreign currency exchange rates.

Forward-looking statements only reflect our expectations and are not guarantees of performance. These statements involve risks, uncertainties and assumptions. Accordingly, there are or will be important factors that could cause actual events or results to differ materially from those indicated in such statements. We believe that these factors include, but are not limited to:


•any suspension or revocation of any of our licenses;
•losses from catastrophes and other major events;
•a downgrade or withdrawal of our A.M. Best ratings;
•the loss of significant brokers; and
•those described under “Item 1A, Risk Factors”of this Form 10-K, including the summary below, as those risk factors may be updated from time to time in our periodic and other filings with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov.

We undertake no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events, or otherwise. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only to the dates they were made.

We intend to communicate certain events that we believe may have a material adverse impact on our operations or financial position, including property and casualty catastrophic events and material losses in our investment portfolio, in a timely manner through a public announcement. Other than as required by the Exchange Act, we do not intend to make public announcements regarding underwriting or investment events that we do not believe, based on management’s estimates and current information, will have a material adverse impact on our operations or financial position.

3

Summary of Risk Factors

The following is a summary of the principal risks that we believe could adversely affect our business, operations, and financial results.

Risks Relating to Our Business

•Our results of operations fluctuate from period to period and may not be indicative of our long-term prospects.
•If our losses and loss adjustment expenses (“LAE”) greatly exceed our loss reserves, our financial condition may be materially and adversely affected.
•A downgrade or withdrawal of our A.M. Best ratings would materially and adversely affect our ability to implement our business strategy.
•Our property and casualty reinsurance operations make us vulnerable to losses from catastrophes and may cause our results of operations to vary significantly from period to period.
•The loss of significant brokers or customers, could materially and adversely affect our business, financial condition and results of operations.

Risks Relating to Insurance and Other Regulations

•Any suspension or revocation of any of our licenses would materially and adversely affect our business, financial condition and results of operations.
•Our reinsurance subsidiaries are subject to minimum capital and surplus requirements, and our failure to meet these requirements could subject us to regulatory action.

Risks Relating to Our Solasglas Investment Strategy

•Our investment performance depends in part on the performance of Solaglas Investments, LP (“Solasglas”) and may suffer as a result of adverse financial market developments or other factors that impact Solasglas’ liquidity, which could materially and adversely affect our investment results, financial condition and results of operations.
•Solasglas may be concentrated in a few large positions, which could result in material adverse valuation movements.
•Under the Solasglas limited partnership agreement (“Solasglas LPA”), we are contractually obligated to invest substantially all our assets in Solasglas, with certain exceptions. Solasglas’ performance depends on the ability of its investment advisor, DME Advisors, LP (“DME Advisors”), to select and manage appropriate investments.

Risks Relating to Our Innovations Strategy

•The carrying values of our Innovations investments may differ significantly from those that would be used if we carried these investments at fair value. Additionally, we have a material concentration in our top five holdings at December 31, 2024.
•Our Innovations investments support our underwriting operations and the failure to identify and consummate investment opportunities may materially and adversely affect our ability to implement our business strategy.
•Investments in privately held early-stage companies involve significant risks, and are highly illiquid.




4

Item 1. BUSINESS 

Unless otherwise indicated or unless the context otherwise requires, all references in this Form 10-K to “the Company,” “we,” “us,” “our,” and similar expressions are references to Greenlight Capital Re, Ltd. and its consolidated subsidiaries. Unless otherwise indicated or unless the context otherwise requires, all references in this Annual Report to entity names are as set forth in the following table:
Reference Entity’s legal name
Greenlight Capital Re or GLRE
Greenlight Capital Re, Ltd.
Greenlight Re Greenlight Reinsurance, Ltd.
GRIL  Greenlight Reinsurance Ireland, Designated Activity Company
Verdant Verdant Holding Company, Ltd.
Greenlight Re UK Greenlight Re Marketing (UK) Limited
Syndicate 3456 Greenlight Innovation Syndicate 3456
GCM Greenlight Re Corporate Member Ltd.
Viridis Re
Viridis Re SPC, Ltd.
GRIS
Greenlight Re Ireland Services Limited

We have included a Glossary of Selected Reinsurance Terms at the end of “Part I, Item 1. Business” of this Form 10-K.

All dollar amounts referred to in this Form 10-K are in U.S. dollars unless otherwise indicated. Tabular dollars are presented in thousands, with the exception of per share amounts or as otherwise noted. Due to rounding, numbers presented in the tables included in this Form 10-K may not add up precisely to the totals provided.

Additionally, we disclosed Non-GAAP financial measures in this Form 10-K. Refer to “Part II, Item 7, Management Discussion and Analysis - Key Financial Measures and Non-GAAP Measures” for further details.

Company Overview
 
Established in 2004, we are a global specialty property and casualty (“P&C”) reinsurer headquartered in the Cayman Islands and listed on NASDAQ (ticker: GLRE). We believe we have a reinsurance and investment strategy that differentiates us from most of our competitors. We conduct our operations principally through two licensed and regulated entities: Greenlight Re, based in Grand Cayman, Cayman Islands, and GRIL, based in Dublin, Ireland, in addition to our Lloyd’s platform, Syndicate 3456. Greenlight Re provides multi-line property and casualty reinsurance globally, while GRIL focuses mainly on specialty business. Further, since 2018, we have operated an Innovations business unit to support innovative, technology-driven insurance partners, both in the form of seed capital and reinsurance capacity.

The London market specialty business is central to our underwriting portfolio. In 2020, we established a UK marketing Company, Greenlight Re UK, to increase our London market presence. On January 1, 2023, we acquired a Lloyd’s corporate member, GCM, that provides underwriting capacity for various syndicates (including Syndicate 3456) that underwrite general insurance and reinsurance business at Lloyd’s. Prior to acquiring GCM, we sourced our Funds at Lloyd’s (“FAL”) business through the same corporate member. The ownership of GCM complements our Syndicate 3456 and provides us more control over the FAL business.

Our goal is to build long-term shareholder value by providing risk management products and services to the insurance, reinsurance, and other risk marketplaces. We focus on delivering risk solutions to clients and brokers who value our expertise, analytics, and customer service offerings, while complementing our underwriting activities with a non-traditional investment approach designed to achieve higher rates of return over the long term than reinsurance companies that exclusively employ more traditional investment strategies.

Effective January 1, 2024, we hired a new Chief Executive Officer (“CEO”) who undertook a deep review of our business strategies, in addition to meeting key brokers, major clients and Innovations partners. While this has not resulted in any material change to the Company’s strategic direction; this has led to making some changes to the leadership team with the appointment of a Group Chief Underwriting Officer (“Group CUO”) and Group Chief Operating Officer (“Group COO”) during 2024 in order to more effectively manage the Company’s operations and anticipated business growth.

Building from our strong performance in 2023, we grew our reinsurance business by 9.7% in gross premiums written during 2024 while maintaining a strong financial position and liquidity. Additionally, A.M. Best Company, Inc. (“A.M. Best”) revised our outlook to positive from stable for our principal operating subsidiaries in October 2024.
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We are rated A- (Excellent) by A.M. Best. At December 31, 2024, we had $2.0 billion of total assets and $0.6 billion of shareholders’ equity, with a debt-to-capital ratio of 9.5%.
 

Company Capital Stock

We have one class of common stock, our ordinary shares. Each ordinary share is entitled to one vote per share. However, except upon unanimous consent of our Board pursuant to Section 11(1)(c) of our Fourth Amended and Restated Memorandum and Articles of Association (the “Articles”), no holder is permitted to acquire an amount of shares which would cause any person to own (directly, indirectly or constructively under applicable United States tax attribution and constructive ownership rules) 9.9% or more of the total voting power of the total issued and outstanding ordinary shares. In connection with certain proposals that passed at our 2023 AGM relating to the elimination of our former dual-class share structure, our Board consented pursuant to Section 11(1)(c) of the Articles to David Einhorn beneficially owning more than 9.9% of the total voting power of the total issued and outstanding ordinary shares, up to the amount of ordinary shares beneficially owned by David Einhorn at the time of the consent (i.e., 6,254,715 ordinary shares, which represents 18.0% of the outstanding ordinary shares as of December 31, 2024). David Einhorn is the Chairman of the Company’s Board of Directors and the President of Greenlight Capital, Inc. (see "Investments” in this Item 1).

Business Strategy

We continue to prioritize long-term growth in diluted book value per share as our primary financial metric in measuring the Company’s performance. The five-year compound annual growth for our diluted book value per share was 8.2% at December 31, 2024. We also measure our short and long-term underwriting performance based on our net underwriting income. We have incorporated these two key performance metrics in our incentive compensation plan to align employee and shareholder interests.

Our business is comprised of the following three strategic pillars:

Open Market Underwriting Strategy:

We strive to grow our diverse book of business by responding timely to changing market conditions, prudently managing our chosen lines of business, and driving sustainable shareholder returns.

We offer a diverse range of risk management products and services across market segments and geographies. Our small scale, relative to our global competitors, enables us to be more agile in allocating capacity to the most promising risks and classes. We write business on a non-proportional (or excess of loss) and proportional basis (also known as pro rata reinsurance, quota share reinsurance or participating reinsurance) across a range of classes in the property and casualty market. Our underwriting approach varies by class and type of opportunity:

•Where our expertise is sufficient to evaluate the risk thoroughly, we will generally seek to participate in syndicated placements negotiated and priced by another party that we judge to have market-leading expertise in the class or as a quota share retrocessionaire of a market-leading reinsurer; and
•Where we have domain-specific expertise and a high level of market access, we may seek to act as the lead underwriter to achieve greater influence in negotiating pricing, terms, and conditions.

Further, the size and diversification of our underwriting portfolio will vary based on our perception of the opportunities available in each line of business at each point in time. As our focus on certain lines fluctuates based on market conditions, we may only offer or underwrite a limited number of lines in any given period. We seek to:
•mitigate underwriting volatility over the long term by focusing on short and medium tail risk;
•target markets and lines of business where we believe an appropriate risk/reward profile exists;
•attract and retain clients with expertise in their respective lines of business;
•employ strict underwriting discipline; and
•select reinsurance opportunities with anticipated favorable returns on capital.



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Innovations Investments and Underwriting Strategy:

Since 2018, we have been making strategic capital investments in startup companies and managing general agents (“MGAs”). In addition to the potential for higher investment returns over the long term, this also strategically positions us for long-term access to a stream of attractive underwriting opportunities directly with our investees, coupled with new sources of fee income through our insurance and reinsurance platforms. For many of our strategic investments, we have observer rights with the investee’s Board of Directors, providing us with high-level transparency over the investee’s business performance.
To capitalize on global opportunities, in 2022 we created Syndicate 3456, a Lloyd’s syndicate-in-a-box, with a Lloyd’s A+ financial strength rating (see Ratings below). Greenlight Re is the sole capital provider for Syndicate 3456. Further, in late 2023, we incorporated Viridis Re as an exempted segregated portfolio company (“SPC”) in the Cayman Islands. Through segregated portfolios of Viridis Re, we offer a turn-key “captive-as-a-service” alternative for current and future strategic partners, which we believe provides a more cost-effective insurance and reinsurance solution, quicker “go to market” alternative, and shared risk taking and resources opportunities.

From 2022 to 2024, we have expanded our Innovations business, with gross premiums written rising from $50.7 million to $94.7 million (see “Reportable Segments" within this Item 1. Business). As a result of building a strong reputation and brand in the insurtech industry in recent years, we continued to grow our pipeline opportunities during 2024, positioning us for further growth in the foreseeable future. Moreover, during 2024 some of our peers have expressed an interest in participating in our Innovations underwriting portfolio. This has led us to placing a whole-account retrocession program with them, in which we agreed to cede 28% of Innovations-related contracts incepting in the fourth quarter of 2024 in return for a modest override commission income. This strategic initiative enables us to grow our share in promising businesses while not being capital constrained. As result, we can provide greater reinsurance capacity to the startup companies and MGAs (mainly in the insurtech industry) and be meaningful to our partners. This also positions us well for further portfolio diversification and profitable growth within the Innovations segment.
Value-Oriented Investment Strategy:

Our value-oriented investment strategy, managed through Solasglas, is designed to maximize returns over the long term while minimizing the risk of capital loss. Unlike the investment strategies of many of our competitors, which invest primarily in fixed-income securities either directly or through fixed-fee arrangements with one or more investment managers, our investment strategy is focused mainly on long and short positions, primarily in publicly-traded equity and corporate debt instruments. See “Investments” within this Item 1. Business for further information.


Reportable Segments

Historically, we had one reportable segment - Property and Casualty Reinsurance. For the quarter and year ended December 31, 2024, we have revised our reportable segments to Open Market and Innovations. The change in reportable segments was driven by the appointment of a new CEO, who is the new chief operating decision maker (“CODM”). Accordingly, all prior years’ comparatives have been recast, where applicable, to conform with the new reportable segments in this Form 10-K.

Refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” (herein referred as “MD&A”) for additional information relating to our reportable segments and related underwriting performance and “Part II, Item 8. Note 17 “Segment Reporting” to the consolidated financial statements for further details on our reportable segments and a breakdown of our gross premiums written by geographic area of risks insured.

The following table presents the gross premiums written for our reportable segments for the most recent three years:
2024 2023 2022
Open Market
603,798  86.5  % 504,435  79.2  % 452,541  80.4  %
Innovations
94,725  13.6  % 88,601  13.9  % 50,736  9.0  %
Total Segments
$ 698,523  100.0  % $ 593,036  93.1  % $ 503,277  89.4  %
Corporate (1)
(188) —  % 43,773  6.9  % 59,894  10.6  %
Total consolidated gross premiums written
$ 698,335  100.0  % $ 636,809  100.0  % $ 563,171  100.0  %
(1) Corporate includes gross premiums written from Innovations’ related property runoff business.

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Open Market Segment

Our Open Market segment is led by our Group CUO, with approximately 25 years of P&C reinsurance experience. Our Group CUO also oversees the underwriting activities of our Innovations segment (see below).

We provide treaty reinsurance to insurance companies on a global basis, written on a proportional or non-proportional (also known as excess of loss) basis. The Open Market segment has the following lines of business:

•Casualty: includes primarily general liability, umbrella, multiline casualty, and workers’ compensation coverage.
•Financial: includes primarily mortgage, trade credit, surety, transactional liability, and financial multiline coverage.
•Health: includes primarily accident and critical illness coverage.
•Multiline: includes predominantly FAL business, coupled with multiline commercial and personal auto liability, BOP, and multiline commercial coverage.
•Property: includes mainly commercial property and property catastrophe coverage.
•Specialty: includes primarily agriculture, cyber, marine and energy, aviation and space, specialty multiline, and WPVT coverage.

The majority of our Open Market business is produced through reinsurance brokers worldwide. Brokerage distribution channels provide us with access to an efficient, variable cost and global distribution system. In some cases, intermediaries also provide other services, including risk analytics, processing, and clearing.

We aim to build and strengthen long-term relationships with global reinsurance brokers. Our underwriting team has relationships with most primary and specialty broker intermediaries in the reinsurance marketplace. By maintaining close relationships with brokers, we believe that we will continue to obtain access to a broad range of reinsurance clients and opportunities.
 
We seek to strengthen our broker relationships and become the preferred choice of brokers and clients by providing, where applicable:
demonstrated expertise in the underlying reinsured exposures and the operation of the contracts;
rapid responses to risk submissions; 
timely claims payments;  
customized solutions that address the specific business needs of our clients;  
financial security; and 
a clear indication of risks we will and will not underwrite.

We focus on the quality and financial strength of any brokerage firm we conduct business with. Brokers do not have the authority to bind us to any reinsurance contract. Their commissions are generally determined based on a percentage of gross premiums written.

The following table shows the percentage of our Open Market’s gross premiums written by broker, shown individually where a broker accounted for 10% or more of the total, in any of the last three years:

2024 2023 2022
Aon plc 22.0  % 15.7  % 30.2  %
Marsh & McLennan 19.2  % 24.1  % 12.3  %
Willis Group Holdings plc 16.8  % 17.6  % 20.1  %
Howden Group Holdings 15.3  % 13.4  % 10.3  %
All others and MGAs
26.7  % 29.2  % 27.0  %
Total
100.0  % 100.0  % 100.0  %

We frequently meet in the Cayman Islands, Ireland, U.K. and elsewhere with brokers and senior representatives of clients and prospective clients. We review and (when we deem appropriate) approve all contract submissions in the Cayman Islands or Ireland. Due to our dependence on brokers, the inability to obtain business from them could adversely affect our business strategy.
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See “Item 1A. Risk Factors — Risks Related to Our Business — The loss of significant brokers or customers, could materially and adversely affect our business, financial condition and results of operations.” We may assume a degree of the credit risk of our reinsurance brokers. See “Item 1A. Risk Factors — Risks Related to Our Business — We are subject to the credit risk of our brokers, cedents, agents and other counterparties.”

Prior to January 1, 2023, our FAL business was generated through a Lloyd’s corporate member, which we subsequently acquired effective January 1, 2023. FAL represented approximately 40%, 35%, and 26% of our Open Market gross premiums written for the years ended December 31, 2024, 2023, and 2022, respectively.

Innovations Segment

Our Innovations segment is led by our Head of Innovations since 2020, with over 15 years of P&C experience, with the underwriting led by our Innovations Chief Underwriting Officer, with over 22 years of P&C experience.

Innovation-related Investments

We make strategic investments in promising startup companies and MGAs, subject to investment guidelines as approved by our Board of Directors, in addition to providing reinsurance capacity on a case by case basis. These private investments consist primarily of unlisted equities (mostly preferred shares) and debt instruments.

In evaluating Innovations opportunities, we generally ensure that each investment meets at least one of the following criteria:
The value we add to a partnership is derived primarily from the application of our risk expertise, not solely capital or reinsurance support;
The investment provides value to our company in specific risk areas, technology, product innovation, or other areas;
The partnership approach provides access to a pool of capital, products, or distribution;
Overall, the partnership approach creates a combined effort that generates a durable strategic or competitive position in one or more markets and increases our opportunities to achieve revenue growth and margin expansion.
Given the higher-risk nature of early / seed-stage investments, we limit our initial investment to between a range of $0.25-$2.0 million for each investee. At December 31, 2024, we have 44 private companies in our Innovations investment portfolio. See “Item 1A. Risk Factors - Risks Relating to Our Innovations Strategy

Innovation-related Underwriting

We provide underwriting capacity to our program partners through insurance and reinsurance structures on a global basis, written on a proportional or non-proportional basis. The Innovations segment has the following lines of business:

•Casualty: includes primarily general liability and multiline casualty coverage.
•Financial: includes predominantly miscellaneous financial coverage.
•Health: includes primarily travel and other miscellaneous health coverage.
•Multiline: includes mostly business owners’ policy (“BOP”) and multiline commercial coverage, in addition to business written from our Syndicate 3456 (multiple lines of business).
•Specialty: includes primarily contingency liability and travel-related (e.g. trip cancellation / interruption, baggage and personal effects, and medical insurance) coverage.

Our Innovations underwriting business is sourced from our strategic partners in startup companies and MGAs. Concurrently with our initial investment, in most cases, we enter into a right of first offer to provide underwriting capacity based on a minimum percentage of the business written by the direct client. In some cases, we may not invest capital in the strategic partner but rather provide reinsurance capacity. We also work closely with our strategic partners who wish to attain Lloyd’s coverholder status, which allows them to conduct business with our Syndicate 3456. Starting in 2024, as an alternative to the Lloyd’s platform, we also offer to clients the ability to create segregated cells within Viridis Re, providing them more flexible and cost effective reinsurance solutions.

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The following table shows the percentage of our Innovations’ gross premiums written by customer, shown individually where a customer accounted for 10% or more of the total, in any of the last three years:

2024 2023 2022
Customer A 22.7  % 15.5  % 10.0  %
Customer B 15.1  % 8.9  % 0.4  %
Customer C 9.6  % 30.4  % 25.6  %
Customer D 4.5  % 14.8  % 14.6  %
Customer E 3.4  % 4.6  % 11.5  %
Customer F 0.1  % 2.0  % 11.5  %
Customer G (1)
(0.9) % 0.2  % 10.9  %
All others 45.5  % 23.6  % 15.4  %
Total
100.0  % 100.0  % 100.0  %
(1) Negative percentage reflects a reduction in the prior year’s estimated gross premium written.

Underwriting and Risk Management

We have established an underwriting platform composed of experienced underwriters and actuaries. We have underwriting operations in three locations: the Cayman Islands, Dublin, Ireland, and London, U.K. These platforms provide access to key markets in the U.S., Europe, Middle East, and Asia. Our experienced team allows us to deploy our capital in various lines of business and capitalize on opportunities that we believe offer favorable returns on equity over the long term. Our underwriters and actuaries have expertise in multiple lines of business. We generally apply the following underwriting and risk management principles:

Economics of Results

Our primary underwriting goal is to build a (re)insurance portfolio that maximizes profitability, subject to risk and volatility constraints.

Underwriting Analysis
Our approach to underwriting analysis begins at the class-of-business level. This analysis includes identifying and assessing the structural drivers of risk and emerging loss trends and understanding the market participants and results, capacity conditions for supply and demand, and other factors. Our underwriting professionals specialize in business lines, and our quantitative professionals (pricing actuaries) assist in evaluating all risks we underwrite. Combined with cross-line management, we believe this approach enables us to build and deploy expertise and insight into the business line’s risk dynamics and external factors that will affect each transaction.
We assign a deal team composed of underwriting and quantitative professionals to evaluate each potential transaction’s pricing and structure. Before committing capital to any transaction, the deal team and the regional Chief Underwriting Officer must obtain approval from at least one of, the CEO, Group CUO, or GRIL’s CUO (except for deals led by the GRIL’s CUO). In seeking this approval, the deal team presents the key components of the proposed transaction, including assumptions and threats, market and individual deal risk factors, market capacity dynamics, transaction structure and pricing, maximum downside, and other factors.
We collaborate with our current and prospective clients and brokers to understand the risks associated with each potential transaction. For most of our business, we follow terms set by recognized market leads. We consider the remainder of our underwriting portfolio, including contracts linked to our Innovations partners or in areas where we have significant market expertise, to be “lead business.” When underwriting lead business, we generally structure the reinsurance agreements to ensure that our cedents’ interests and ours are aligned. Where appropriate, we conduct or contract for on-site audits or reviews of the clients’ underwriting files, systems, and operations. We usually obtain substantial data from our clients to conduct a thorough actuarial modeling analysis. As part of our pricing and underwriting process, we assess, among other factors:
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  the client’s and industry’s historical loss data;
the expected duration for claims to fully develop;
the client’s pricing and underwriting strategies;
the geographic areas in which the client is doing business and its market share;
the reputation and financial strength of the client and its management and underwriting teams;
the reputation and expertise of the broker; and
reports provided by independent industry specialists.
We develop proprietary quantitative models and use several commercially available tools to price our business. Our models consider conventional underwriting and risk metrics and incorporate various class-specific and market-specific aspects from our line-of-business analyses. We use models to evaluate the quantitative work’s quality and predictive power and undertake a detailed assessment of the data quality.

Underwriting Authorities

The Underwriting Committee of our Board of Directors (the “Underwriting Committee”) sets parameters for aggregate property catastrophic caps and limits for maximum loss potential under any individual contract. The Underwriting Committee must approve any exceptions to the established limits. The Underwriting Committee may amend the maximum underwriting authorities periodically to align with our capital base. The Underwriting Committee designs our underwriting authorities to ensure the underwriting portfolio is appropriate on a risk-adjusted basis.
 
Refer to “Part II, Item 5. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition” for a summary of our catastrophe loss exposure in terms of our probable maximum loss (“PML”), net of retrocession and reinstatement premiums, as at January 1, 2025.

Retrocessional Coverage

We opportunistically purchase retrocessional coverage for one or more of the following reasons: to manage our overall catastrophe events or aggregate exposure, reduce our net liability on individual risks, obtain additional underwriting capacity, and balance our underwriting portfolio.
 
The retrocessional coverage we purchase varies based on numerous factors, including the inherent volatility and risk accumulation of our underwriting portfolio and capital base. Our portfolio, and by extension our gross risk position, will change in size from year to year depending on market opportunities, so it is difficult to predict the level of retrocessional coverage that we will purchase in any future year. 

We generally purchase uncollateralized retrocessional coverage from reinsurers with a minimum financial strength rating of “A- (Excellent)” from A.M. Best or an equivalent rating from a recognized rating service. For lower-rated or non-rated reinsurers, we endeavor to obtain and monitor collateral in the form of cash, funds withheld, letters of credit, regulatory trusts, or other collateral in the form of guarantees. At December 31, 2024, the aggregate amount due from reinsurers from retrocessional coverages represented 10.0% (2023: 3.9%) of our gross loss reserves. For further details, please see Note 8 “Retrocession” to the consolidated financial statements.

Claims Management
 
Our claims management process begins upon receiving claims notifications from our clients or third-party administrators. We review reserving and settlement authority under the individual contract requirements and, as necessary, discuss with the contract’s underwriter. Our in-house claims team oversees claims reviews and approves all claim settlements. Claims above the claims manager’s authority are referred to the General Counsel, Chief Financial Officer (“CFO”), CEO, Chief Actuary or Group CUO together with the claims officer’s recommendations, for secondary approval. We believe that this process ensures that we pay claims in accordance with each contract's terms and conditions.

Where appropriate, we conduct or contract for on-site claims audits at cedents and third-party administrators, particularly for large accounts, Innovations partners, and those whose performance differs from our expectations. Through these audits, we evaluate and monitor the third-party administrators’ and the ceding companies’ organization and claims-handling practices.
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These practices include:

•fact-finding and investigation techniques;
•loss notifications;
•reserving;
•claims negotiation and settlement;
•adherence to claims-handling guidelines.

The results of these claim reserves are shared with the underwriters and actuaries to assist them in pricing products and establishing loss reserves.

We recognize that the fair interpretation of our reinsurance agreements and timely payment of covered claims are essential components of the service we provide to our clients.

Reserves
 
Our reserving philosophy is to set reserves at the level representing our best estimate of the amount we will ultimately be required to pay in connection with risks we have underwritten. Our actuarial staff performs quarterly reviews of our portfolio and provides reserving estimates according to our stated reserving philosophy. In doing so, our team groups our portfolio into reserving analysis segments based primarily on homogeneity considerations. Currently, this process involves analysis at the line of business, individual client or transaction level.

We engage an independent actuarial firm who reviews and provides opinions on these reserve estimates at least once a year. Due to the use of different assumptions and loss experience, the amount we establish as reserves with respect to individual risks, clients, transactions, or business lines may be greater or less than those set by our clients or ceding companies. Reserves include claims reported but not yet paid, claims incurred but not reported, and claims in the process of settlement. Additional underwriting liabilities include unearned premiums, premium deposits, and profit commissions earned but not yet paid.
 
Reserves represent an estimate rather than an exact quantification. Although the methods for establishing reserves are well established, many assumptions about anticipated loss emergence patterns are subject to unanticipated fluctuation. We base our estimates on our assessment of facts and circumstances, future trends in claim severity and frequency, judicial theories of liability, and other factors, including inflation, interest rate changes, political risks and the actions of third parties, which are beyond our control.

Another significant component of reserving risk relates to the estimation of losses in the aftermath of a major catastrophe event. Accordingly, we believe the most significant accounting judgment made by management is our estimate of loss and loss adjustment expense reserves. For more information on our reserving process and methodology, refer to the “Critical Accounting Policies and Estimates - Loss and Loss Adjustment Expense Reserves” under “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

See Note 7 “Loss and Loss Adjustment Expense Reserves” of the consolidated financial statements for a reconciliation of claims reserves, loss development tables by accident year, and explanations of significant prior period loss development movements. For a discussion on risk factors relating to loss reserves, see “Item 1A. Risk Factors — Risks Relating to Our Business — If our losses and LAE greatly exceed our loss reserves, our financial condition may be materially and adversely affected.”

Collateral Arrangements and Letter of Credit Facilities
 
We are licensed and admitted as a reinsurer only in the Cayman Islands and the European Economic Area (the “EEA”). Many jurisdictions, including the United States, do not permit clients to take credit for reinsurance on their statutory financial statements if they obtain such reinsurance from unlicensed or non-admitted insurers without appropriate collateral. As a result, our U.S. clients and some non-U.S. clients require us to provide collateral for the contracts we bind with them. We provide collateral as funds withheld, trust arrangements, or letters of credit (“LOC”). For further information, see Note 9 - “Debt and Credit Facilities” of the consolidated financial statements in “Item 8. Financial Statements and Supplementary Data”.

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Competition
 
We compete for reinsurance business in the Cayman Islands and European markets, The global reinsurance market is highly competitive. Competition is generally influenced by a variety of factors, including available capacity, service, financial strength ratings, prior history and relationships, and price. We compete with major global reinsurers, most of which are well-established and have significant operating histories, strong financial strength ratings, and long-standing client relationships. Competitors also provide protection in the form of catastrophe bonds, industry loss warranties, and other risk-linked products that are outside of the traditional reinsurance treaty market. This may lead to reduced pricing and/or reduced participation levels in certain reinsurance products.
 
Our competitors vary according to the individual market and situation. Generally, they include Arch Capital, AXIS Capital, Everest Re, Hamilton Re, Hannover Re, RenaissanceRe, SiriusPoint, and smaller companies, other niche reinsurers, alternative risk providers (such as captives, catastrophe bonds and other forms of insurance linked securities), and Lloyd’s syndicates and their related entities. Although we seek to provide coverage where capacity and alternatives are limited, we directly compete with these and other larger companies due to the breadth of their coverage across the property and casualty market in substantially all lines of business. See “Item 1A — Risk Factors — Risks Relating to Our Business – Competitors with greater resources may make it difficult for us to effectively market our products or offer our products at a profit.”


Ratings
 
On October 18, 2024, A.M. Best re-affirmed our “A- (Excellent)” and the Long-Term Issuer Credit Ratings of “a-” (Excellent) for our principal operating subsidiaries and revised the outlook to positive from stable. We believe a strong rating is important to compete and market reinsurance products to clients and brokers. These ratings reflect the rating agency’s opinion of our reinsurance subsidiaries’ financial strength, operating performance, and ability to meet obligations. It is not an evaluation directed toward the investors’ protection or a recommendation to buy, sell or hold our ordinary shares.
 
Additionally, A.M. Best assessed our Enterprise Risk Management (“ERM”) practices as appropriate for the Company’s business complexity and overall risk profile.

A.M. Best periodically reviews the financial positions of our operating subsidiaries and therefore our rating may be subsequently revised or revoked by the agency. The failure to maintain our current “A-” A.M. Best rating may significantly and negatively affect our ability to implement our business strategy. See “Item 1A. Risk Factors — Risks Relating to Our Business — A downgrade or withdrawal of our A.M. Best ratings would materially and adversely affect our ability to implement our business strategy.”

Further, by being part of the Lloyd’s market, Syndicate 3456 benefits from the following four Lloyd’s financial strength ratings: “A+” (Superior) from A.M. Best; AA- (Very Strong) from Fitch Ratings; AA- (Very Strong) from Kroll Bond Rating Agency; and AA- (Very Strong) from Standard & Poor’s.


Regulations

Cayman Islands Insurance Regulation

The legislative framework for conducting insurance and reinsurance business in and from within the Cayman Islands is composed of The Insurance Act, 2010 (as amended) and underlying regulations thereto (the “Act”), which became effective in the Cayman Islands on November 1, 2012.

Greenlight Re holds a Class D insurer license issued in accordance with the terms of the Act and is subject to regulation and supervision by the Cayman Islands Monetary Authority (“CIMA”). Viridis Re holds a Class B insurer license issued in accordance with the terms of the Act and is subject to regulation and supervision by CIMA.

As the holder of an insurer license, each of Greenlight Re and Viridis Re is permitted to carry on reinsurance business from the Cayman Islands but, except with the prior written approval of CIMA, may not carry on any insurance or reinsurance business where the underlying risk originates and resides in the Cayman Islands.

Greenlight Re and Viridis Re are required to comply with the following principal requirements under the Act: 
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•to maintain capital and a margin of solvency in accordance with the capital and solvency requirements prescribed by the Act;
•to carry on its business in accordance with its business plan and the laws of the Cayman Islands, including the regulatory laws, regulations, rules, and statements of guidance, where applicable;
•to maintain a minimum of at least two directors and to seek the prior approval of CIMA in respect of the appointment of directors and officers and to provide CIMA with information in connection therewith and notification of any changes thereto;
•to have a place of business in the Cayman Islands and to maintain such resources, including staff and facilities, books and records as CIMA considers appropriate, having regard for the nature and scale of the business of Greenlight Re;
•to submit to CIMA an annual return in the prescribed form together with:
◦financial statements prepared in accordance with internationally recognized accounting standards, audited by an independent auditor approved by CIMA;
◦an actuarial valuation of its assets and liabilities, certified by an actuary approved by CIMA;
◦certification of solvency prepared by a person approved by CIMA in accordance with the prescribed requirements;
◦confirmation that the information contained in its license application, as modified by any subsequent changes, remains correct and up to date;
◦such other information as may be prescribed by CIMA; and
•to pay an annual license fee. 

It is the duty of CIMA: 

•to maintain a general review of insurance practices in the Cayman Islands;
•to examine the affairs or business of any licensee or other person carrying on, or who has carried on, insurance business to ensure that the Act has been complied with and that the licensee is in a sound financial position and is carrying on its business in a fit and proper manner;
•to examine and report on the annual returns delivered to CIMA in terms of the Act; and
•to examine and make recommendations with respect to, among other things, proposals for the revocation of licenses and cases of suspected insolvency of licensed entities.

Greenlight Re and Viridis Re are also required to comply with, amongst other standards, the Rule on Corporate Governance for Insurers, the Rule on Risk Management for Insurers, and the Rule on Investment Activities for Insurers and the associated Statement of Guidance. Respectively, these rules require regulated insurers to establish and maintain (a) a corporate governance framework that provides for the sound and prudent management and oversight of the insurer's business, including outsourcing and internal controls, and which adequately recognizes and protects the interests of its policyholders, and (b) a risk management framework that is capable of promptly identifying, measuring, assessing, reporting, monitoring and controlling all sources of risks that could have a material impact on its operations, and (c) implement investment activities that consider all of Greenlight Re’s and Viridis Re’s risks and solvency requirements.

The Act provides that where CIMA believes a licensee is committing, or is about to commit or pursue, an act that is an unsafe or unsound business practice, CIMA may direct the licensee to cease or refrain from committing the act or pursuing the offending course of conduct. Failure to comply with such a CIMA direction may be punishable on summary conviction by a fine of up to 100,000 Cayman Islands dollars (US$120,000) or to imprisonment for a term of five years or to both, and on conviction on indictment to a fine of 500,000 Cayman Islands dollars (US$600,000) or to imprisonment for a term of ten years or to both and to an additional 10,000 Cayman Islands dollars ( US$12,000) for every day after conviction that the breach continues.

The Monetary Authority Act (“MAA”) also provides CIMA with the authority to impose administrative fines on licensees. The recent Monetary Authority (Administrative Fines) (Amendment) Regulations, 2020 (the “Amendment Regulations”) came into force on 26 June 2020. They extended the scope of the fines CIMA may impose for breaches of a range of regulatory laws, including the Act. Breaches are categorized as minor, serious, or very serious, and, depending on the category of the breach, fines range from $6,100 to $1,220,000 per breach for very serious breaches. Where a breach is committed by a corporate entity and is shown to have been committed with the consent, connivance, knowledge, or neglect of an individual, that individual may also be subject to an administrative fine.

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Whenever CIMA believes that a licensee is or may become unable to meet its obligations as they fall due, is carrying on business in a manner likely to be detrimental to the public interest or the interests of its creditors or policyholders, has contravened the terms of the Act or has otherwise behaved in such a manner to cause CIMA to call into question the licensee’s fitness, CIMA may take one of several steps. The steps include requiring the licensee to rectify the matter, suspending the license of the licensee, revoking the license, imposing conditions upon the license and amending or revoking any such condition, requiring the substitution of any director, manager, or officer of the licensee, at the expense of the licensee, appointing a person to advise the licensee on the proper conduct of its affairs and to report to CIMA thereon, at the expense of the licensee, appointing a person to assume control of the licensee’s affairs or otherwise requiring such action to be taken by the licensee as CIMA considers necessary. We have not been subject to any such actions from CIMA to date. 

Other Regulations in the Cayman Islands

As Cayman Islands exempted companies, Greenlight Capital Re, Greenlight Re and Viridis Re may not carry on business or trade locally in the Cayman Islands except in furtherance of their business outside the Cayman Islands and are prohibited from soliciting the public of the Cayman Islands to subscribe for any of their securities or debt. These companies are further required to file a return with the Registrar of Companies in January of each year (“Annual Return”) and to pay an annual registration fee at that time. Additionally, these companies must comply with the “Anti-Money Laundering Regulations (as revised)” in the Cayman Islands.

Economic substance law requiring a “relevant entity” conducting “relevant activity” to file notifications and, unless exempt, to report to the Tax Information Authority (“TIA”) and maintain economic substance.
The International Tax Co-operation (Economic Substance) Act (as revised) and International Tax Co-operation (Economic Substance) Regulations, 2020, were published on February 5, 2021, and August 11, 2020, respectively, and subsequently amended (together, the “ES Act”). The latest version of the Guidance on Economic Substance for Geographically Mobile Activities (“ES Guidance”) was published in July 2022.

Greenlight Capital Re, Greenlight Re and Viridis Re must confirm their economic substance classification on an annual basis and submit this classification to the TIA as a prerequisite to the Annual Return filing.

The Cayman Islands has no exchange controls restricting dealings in currencies or securities.

Cayman Islands Status with the European Union (“EU”) and Financial Action Task Force (“FATF”) Compliance

The Cayman Islands is a member of the Financial Action Task Force (“FATF”) and, like all member countries, it will from time to time be subject to mutual evaluation reviews which may in turn prompt regulatory changes. The Cayman Islands has completed and satisfied all required action items arising from its 4th round FATF mutual evaluation process. The FATF has commenced the 5th round mutual evaluation process for member countries, and the Cayman Islands will be assessed as part of the 5th round in due course.

Ireland Insurance Regulations

Our Irish subsidiary, GRIL, is authorized as a non-life reinsurance undertaking by the Central Bank of Ireland “CBI” in accordance with the European Union (Insurance and Reinsurance) Regulations 2015 (the "Irish Regulations"). The Irish Regulations give effect in Ireland to EU Directive 2009/138/EC (known as "Solvency II"), which introduced a new European regulatory regime for insurers and reinsurers with effect from January 1, 2016. Solvency II is supplemented by the European Commission Delegated Regulation (EU) 2015/35, other European Commission “delegated acts” and binding technical standards, and guidelines issued by the European Insurance and Occupational Pensions Authority (“Delegated Acts and Guidelines”). GRIL is required to comply at all times with the Irish Regulations, the Irish Insurance Acts 1909 to 2022, regulations relating to insurance business or reinsurance business promulgated under the European Communities Act 1972, the Irish Central Bank Acts 1942 to 2023 as amended, regulations promulgated thereunder and directions, guidelines and codes of conduct issued by the CBI (collectively the “Irish Insurance Acts and Regulations”). In addition, GRIL is required to comply with the Delegated Acts and Guidelines and must meet risk-based solvency requirements imposed under Solvency II on insurers and reinsurers that are authorized in EU/EEA member states to undertake business. Solvency II and the Delegated Acts and Guidelines set out classification and eligibility requirements, including the characteristics that capital, including any capital contribution, must display to qualify as regulatory capital.

GRIL is also required to comply with the European Union (Insurance Distribution) Regulations 2018 (the "2018 Regulations"), which apply to distributors of insurance and reinsurance products (including insurers and reinsurers). The 2018 Regulations give effect in Ireland to Directive (EU) 2016/97 (known as the "IDD") and strengthen the regulatory regime applicable to distribution activities through increased transparency, information, and conduct requirements.
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On May 25, 2018, the General Data Protection Regulation (the "GDPR") came into force across the EU. The GDPR is supplemented and given further effect in Ireland by the Data Protection Acts 1988 to 2018 and by regulations relating to privacy promulgated under the European Communities Act 1972. The GDPR significantly increases organizations’ obligations and responsibilities in collecting, using, storing, and protecting personal data. Organizations in breach of the GDPR may incur sizable financial penalties up to, the higher of €20 million or 4% of annual global turnover.
UK Regulations

Lloyd’s Oversight

Syndicate 3456 is subject to oversight by Lloyd’s, substantially effected through the Lloyd’s Council. Our business plan for Syndicate 3456, including maximum underwriting capacity, requires annual approval by Lloyd’s. Lloyd’s may require changes to any business plan presented to it or additional capital to be provided to support the underwriting plan. We have deposited certain assets with Lloyd’s to support GCM’s underwriting business at Lloyd’s.

By entering into a membership agreement with Lloyd’s, GCM has undertaken to comply with all Lloyd’s by-laws and regulations as well as the provisions of the Lloyd’s Acts 1871 to 1982 and the Financial Services and Markets Act 2000, as amended by the Financial Services Act 2012 and the Financial Services and Markets Act 2023. This arrangement subjects us to the following:

 
Capital Requirements. The underwriting capacity of a member of Lloyd’s must be supported by providing a deposit, referred to as FAL, in an amount determined on the basis of such entity’s solvency and capital requirements. The amount of such deposit is calculated for each member through the completion of an annual capital adequacy exercise. In addition, if the FAL are not sufficient to cover all losses, the Lloyd’s Central Fund provides an additional level of security for policyholders. Dividends from a Lloyd’s managing agent and a Lloyd’s corporate member can be declared and paid provided the relevant company has sufficient profits available for distribution.
Ratings. The financial security of the Lloyd’s market as a whole is regularly assessed by four independent rating agencies (A.M. Best, S&P, Kroll Bond and Fitch). Syndicates at Lloyd’s take their financial security rating from the rating of the Lloyd’s market. A satisfactory credit rating issued by an accredited rating agency is necessary for Lloyd’s syndicates to be able to trade in certain classes of business at current levels.
Intervention Powers. The Lloyd’s Council has wide discretionary powers to regulate members’ underwriting at Lloyd’s, including, the power to withdraw a member’s permission to underwrite business or to underwrite a particular class of business and to change the basis on which syndicate expenses are allocated.
Assessments. If Lloyd’s determines that the Central Fund needs to be increased, it has the power to assess premium levies on current Lloyd’s members up to 5% of a member’s underwriting capacity in any one year.

Prudential Regulation Authority (“PRA”) and Financial Conduct Authority (“FCA”) Regulation.

The PRA is part of the Bank of England and responsible for the prudential regulation and supervision of banks, building societies, credit unions, insurers, and major investment firms authorized in the UK. The FCA has responsibility for market conduct regulation. Lloyd’s as a whole is authorized by the PRA and regulated by both the FCA and the PRA, which both have substantial powers of intervention in relation to regulated firms. Lloyd’s is required to implement certain rules prescribed by the PRA and the FCA. If it appears to either the PRA or the FCA that either Lloyd’s is not fulfilling its delegated regulatory responsibilities or that managing agents are not complying with the applicable regulatory rules and guidance, the PRA or the FCA may intervene at their discretion. To minimize duplication, both regulators have arrangements with Lloyd’s for co-operation on supervision and enforcement.

Lloyd’s is subject to an annual PRA solvency test which measures whether Lloyd’s has sufficient assets in the aggregate to meet all outstanding liabilities of its members, both current and run-off. If Lloyd’s fails this test, the PRA may require the entire Lloyd’s market to cease underwriting or individual Lloyd’s members may be required to cease or reduce their underwriting.

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Investments

At December 31, 2024, our total investments were $460.3 million, of which 84.1% (2023 - 77.9%) was invested in Solasglas and 15.9% (2023 - 22.1%) in Innovation-related investments.

Investment in Solasglas

Our investment portfolio is managed by DME Advisors, LP (“DME Advisors”), a value-oriented investment advisor that analyzes companies’ available financial data, business strategies, and prospects to identify undervalued and overvalued securities. DME Advisors is a related party as it is controlled by David Einhorn. Refer to Note 15 “Related Party Transactions” of the consolidated financial statements.

Effective September 1, 2018, we have entered into an amended and restated exempted limited partnership agreement of Solasglas (the “Solasglas LPA”), as amended from time to time, with DME Advisors II, LLC (“DME II”), as General Partner, Greenlight Re, GRIL and the initial limited partner (each, a “Partner”). Effective January 1, 2023, we increased the maximum Investment Portfolio, as defined in the Solasglas LPA, to 60% from 50% of GLRE Surplus, as defined in the Solasglas LPA, which was further increased to 70% on August 1, 2024. We present our investment in Solasglas under the caption “Investment in related party investment fund” in our consolidated balance sheets.

On September 1, 2018, Solasglas entered into an investment advisory agreement (the “IAA”) with DME Advisors, with an initial term ending on August 31, 2023, subject to automatic extensions for successive three-year terms. DME Advisors has the contractual right to manage substantially all of our investable assets and is required to follow our investment guidelines and act in a fair and equitable manner in allocating investment opportunities to Solasglas. However, DME Advisors is not otherwise restricted with respect to the nature or timing of making investments for Solasglas.

DME Advisors receives a monthly management fee at an annual rate of 1.5% of each limited partner’s Investment Portfolio, as provided in the Solasglas LPA. DME II receives a performance allocation based on the positive performance change of each limited partner’s capital account equal to 20% of net profits calculated per annum, subject to a loss carryforward provision.

The loss carryforward provision allows DME II to earn a reduced performance allocation of 10% on net profits in any year after the year in which a limited partner’s capital account incurs a loss until the limited partner has recouped all losses and has earned an additional amount equal to 150% of the loss. DME II is not entitled to a performance allocation in a year in which a capital account incurs a loss. At December 31, 2024, we estimate the reduced performance allocation of 10% to continue to be applied until Solasglas achieves additional investment returns of 88.3%, at which point the performance allocation will revert to 20%.

DME Advisors is required to follow our investment guidelines and act in a manner that it considers fair and equitable in allocating investment opportunities to us and Solasglas. However, the IAA does not otherwise impose any specific obligations or requirements concerning the allocation of time, effort, or investment opportunities to us and Solasglas or any restrictions on the nature or timing of investments for our or Solasglas’ account or other accounts that DME Advisors or its affiliates may manage. DME Advisors can outsource to sub-advisors without our consent or approval. If DME Advisors and any of its affiliates attempt to invest in the same opportunity simultaneously, DME Advisors and its affiliates may allocate the opportunity as they determine reasonably. Affiliates of DME Advisors presently serve as the general partner or the investment advisor of Greenlight Capital LP, Greenlight Capital Offshore, Ltd., GCOI Intermediate, LP, Greenlight Capital Offshore Master, Ltd., Greenlight Masters, LP, Greenlight Masters Qualified, LP, Greenlight Masters Offshore, Ltd., Greenlight Masters Offshore I, Ltd., Greenlight Masters Offshore Partners, Greenlight Masters Partners and several separately managed accounts (collectively, the “Greenlight Funds”). 

We have agreed to use commercially reasonable efforts to cause all our current and future subsidiaries to enter into the Solasglas LPA. Under the Solasglas LPA, we are contractually obligated to use commercially reasonable efforts to cause substantially all investable assets of Greenlight Re and GRIL, with limited exceptions, to be contributed to Solasglas.

We have agreed to release DME II and DME Advisors and their affiliates from any liability arising out of the IAA or the Solasglas LPA, subject to certain exceptions. Furthermore, DME II has agreed to indemnify us against any liability incurred in connection with certain actions.

Under the Solasglas LPA, either GLRE Limited Partner may voluntarily withdraw all or part of its capital account for its operating needs by giving DME II at least three business days’ notice. Either of the GLRE Limited Partners may withdraw as a partner and fully withdraw all of its capital account from Solasglas on three business days’ notice if the limited partner’s board declares that a cause for withdrawal exists as per the Solasglas LPA.
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Investment Strategy

DME Advisors implements a value-oriented investment strategy by taking long positions in perceived undervalued securities and short positions in perceived overvalued securities. DME Advisors aims to achieve high absolute returns while minimizing the risk of capital loss. DME Advisors attempts to determine the risk/return characteristics of potential investments by analyzing factors such as the risk that expected cash flows would not be achieved, the volatility of the cash flows, the leverage of the underlying business, and the security’s liquidity, among others.

Our Board of Directors reviews our investment portfolio activities and oversees our investment guidelines to meet our investment objectives. These investment guidelines, which may be amended, modified, or waived from time to time, take into account restrictions imposed on us by regulators, our liability mix, requirements to maintain an appropriate claims-paying rating by ratings agencies and requirements of lenders. We believe our investment approach, while generating returns less predictable than those of traditional fixed-income portfolios, complements our reinsurance business and will achieve higher rates of return over the long term than reinsurance companies that invest predominantly in fixed-income securities. We have designed our investment guidelines to maintain adequate liquidity to fund our reinsurance operations.

DME Advisors is contractually obligated to adhere to our investment guidelines and make investment decisions on our behalf. These decisions may include buying publicly listed equity securities and corporate debt, selling securities short, and investing in private placements, futures, currencies, commodities, credit default swaps, interest rate swaps, sovereign debt, derivatives, and other instruments.

Investment returns for Solasglas

In accordance with the Solasglas LPA, DME Advisors constructs a levered investment portfolio as agreed with the Company (the “Investment Portfolio” as defined in the Solasglas LPA). Investment returns, net of all fees and expenses, by quarter for the last five years are as follows: (1)

Quarter 2024 2023 2022 2021 2020
1st 5.2  % (1.1) % 1.7  % 1.5  % (8.1)%
2nd 1.2  10.9  4.9  (0.9) 0.3 
3rd 5.2  (0.6) 3.6  (2.7) 1.4 
4th (1.9) 0.3  13.4  9.9  8.4 
Full Year 9.8  % 9.4  % 25.3  % 7.5  % 1.4  %
    (1)    Investment returns are calculated monthly and compounded to calculate the quarterly and annual returns generated by our Investment Portfolio. Past performance is not necessarily indicative of future results. The monthly investment return is calculated by dividing the investment income/loss (net of fees and expenses) by the Investment Portfolio. Effective January 1, 2021, the Investment Portfolio is calculated on the basis of 50% of GLRE Surplus, or the shareholders’ equity of Greenlight Capital Re, Ltd., as reported in Greenlight Capital Re, Ltd.’s then most recent quarterly financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). It is adjusted monthly for our net profits and net losses as reported by Solasglas during any intervening period. This basis was increased to 60% effective January 1, 2023 and to 70% effective August 1, 2024. Prior to January 1, 2021, the Investment Portfolio was calculated on the basis of several factors, including the Companies’ collective investment in Solasglas, the collateral posted by the Companies, and the Companies’ net reserves.

Innovation-related Investments

See “Innovations Segment” within this Item 1. Business for further information.

For further information about our total investments and investment income, refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Financial Condition” and “Note 3 - Investments in Related Party Investments Fund and Note 4 - Other Investments” of the consolidated financial statements.


Enterprise Risk Management
 
Enterprise risk management (“ERM”) is at the core of our corporate culture and is a shared responsibility across all business functions. Our ERM processes are in place to accurately identify, assess, manage, and monitor risks in line with our strategic objectives and risk appetite.
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We maintain an Executive Risk Committee (ERC) which oversees the ERM function and is responsible for the design and review of risk management framework (RMF), comprised of various members of our executive team. The Board of Directors approves the RMF on an annual basis or as appropriate.

The RMF sets out the risk management roles and responsibilities for all stakeholders across the organization, and sets the quantitative and qualitative metrics of our risk appetite, risk monitoring, and risk mitigation measures. Risk metrics from risk owners are gathered and collated on at least a quarterly basis and a risk grid is presented to the ERC and the Audit Committee of the Board of Directors.

One of the key objectives of our ERM function is to ensure that our underwriting efforts comply with explicitly stated underwriting appetite. We establish limits to balance our risk position size with our expertise while containing the cost of incorrectly assessing risks and rewards. We believe that an informed, disciplined risk selection approach ties directly into our business strategy. To achieve this, we encourage a collaborative, open work environment and group decision making. We closely monitor our accumulations of exposure and frequently review our investment and underwriting portfolios to assess the impact on capital under stressed scenarios. With the assistance of DME Advisors, we analyze our investment assets and liabilities, including the numerous risk components in our portfolio, such as concentration and liquidity risks.

We strive to encourage a culture of operational risk management, providing training and resources to all staff, maintaining robust business continuity protocols, and establishing HR practices to motivate and retain talent. We maintain and closely monitor our outsourcing, regulatory, and anti-money laundering policies and procedures. We recognize the impact of environmental, social, and governance (ESG) risks across the organization and have formed the Sustainability Management Committee to address these, working closely with members of the ERC.


Information Technology (“IT”)

We employ a cloud-centric IT strategy, which allow us to scale our infrastructure dynamically based on demand. The strategy prioritizes the use of cloud services for hosting applications, data storage, and other IT resources. With the use of cloud-based services, our security and systems reliability have proven cost-effective and have provided the required levels of service and redundancy.

We have implemented backup procedures to ensure that key services are saved daily and can be restored as needed.

We have a disaster recovery plan for our IT infrastructure that includes data and system snapshots with restore points. We conduct regular disaster recovery testing, and can access our core systems with minor outages and restore our primary systems within our mean time to restore (MTTR).

We protect our information systems with physical, electronic, and software safeguards considered appropriate by our management. We employ a specialist vendor to continuously monitor our systems for security events and risks within our network. We regularly provide security risk awareness education and training to our staff and to the Board of Directors. Despite these efforts, computer viruses, hackers, employee misuse or misconduct, and other internal or external hazards could expose our data systems to security breaches, cyber-attacks, or other disruptions. Refer to “Item 1C. Cybersecurity” for more information on our cybersecurity risk management.

See “Part I, Item 1A. Risk Factors — Risks Related to Our Business — Modeling risks are inherent in our business.” and “— Technology breaches or failures, including those resulting from a malicious ransomware or cyber-attack on us or our business partners and service providers, could disrupt or otherwise negatively impact our business.”

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Human Capital Management

Human Capital & Company Core Values

Our employees are our most valuable asset and are core to our success. We are focused on building a performance and results-driven culture, which strives to get the best out of all employees and to help them to maximize their full potential. We believe in fostering an open and collaborative culture that encourages employees to take ownership of their performance and development. Our executive management team and Board of Directors are committed to creating an environment where every employee can succeed. In April 2024, we conducted a comprehensive group-wide employee engagement survey with an 88% employee completion rate. As a result of employee input, and following feedback from our Board of Directors, in late 2024 we formalized the following set of core values that reflect how our colleagues should strive to operate and behave across the Company, regardless of location, level, or function: Nimble, Innovative, Excellence, Accountable, and Collaborative. We are now in the process of taking steps to embed these core values into all aspects of our culture through such areas as employee onboarding, reviews and recognition programs.

Diversity

As of December 31, 2024, 40% of our total global employees were female. In January 2025, we conducted a survey completed by 83% of our employees, with approximately 33% of employees identifying as racially or ethnically diverse.

Employees
 
At March 7, 2025, we had 75 total employees worldwide, including internship and part-time employees, 35 of whom were based in Grand Cayman, Cayman Islands, 25 in Dublin, Ireland, and 15 in London, United Kingdom. From time to time, we also engage consultants and contract with third parties, as needed, to provide additional resources to support our business activities.

Talent Development

We recognize that our strength lies in our people and therefore we strive to hire talented people and invest significantly in our employees’ professional development and personal growth. We have implemented an employee training and development policy to encourage our employees to take advantage of training and development opportunities.

We also invest in the professional growth of our leaders through customized executive coaching to build advanced skills and capabilities.

Compensation Practices

We have designed our performance-driven compensation policy to attract, motivate, reward and retain the best people. We use short-term compensation composed of base salary and annual cash bonuses and long-term compensation composed of stock options, restricted share units, and restricted shares, as applicable, to align our employees’ and executive officers’ interests with those of our shareholders. In addition, from time to time and under certain circumstances, we award sign-on bonuses, retention bonuses, and other bonus opportunities. We also offer welfare benefits and other perquisites, including a defined contribution pension plan and medical insurance coverage for our employees. As part of our commitment to supporting our employees, we match certain contributions made by our employees to charities and not-for-profit organizations.

We believe our employees are fairly compensated without regard to gender, race, and ethnicity.

Work Environment

We are committed to the health, safety and wellness of our workforce, including maintaining a workplace free from discrimination and harassment. Each of our employees annually acknowledges complying with our Code of Business Conduct and Ethics, which provides employees with access to an anonymous whistleblower hotline to report any violations. Our Code of Business Conduct and Ethics is available on our website. 

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Additional Information
 
Our website address is www.greenlightre.com, and we make available, free of charge, on or through our website, links to our Annual Reports, quarterly reports on Form 10-Q, current reports on Form 8-K, and other documents we file with or furnish to the SEC, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Information contained on our website is not incorporated by reference into this Annual Report.

Glossary of Selected Reinsurance Terms  
Accident & Health insurance Insurance against loss by illness or bodily injury. Health insurance provides
coverage for medicine, visits to the doctor or emergency room, hospital stays, and
other medical expenses.
Acquisition costs Ceding commissions, profit commissions, brokerage fees, premium taxes, and other direct expenses relating directly to premium production.
Acquisition cost ratio The acquisition cost ratio is calculated by dividing net acquisition costs by net premiums earned.
Actuary A person professionally trained in the mathematical and technical aspects of insurance and related fields, particularly in calculating premiums, loss reserves, and other values.
Aviation and space coverage
Aviation covers loss of or damage to an aircraft and the aircraft operations’ liability to passengers, cargo and hull as well as to third parties. Space covers damage to a satellite during launch and in orbit.
BOP coverage
Business owners’ policy (BOP) coverage is designed for small to mid-size businesses and generally combines several key coverages into one policy, including general liability, commercial property, and business interruption.
Broker An intermediary who negotiates contracts of insurance or reinsurance, receiving a commission for placement and other services rendered, between (1) a policyholder and a primary insurer, on behalf of the policyholder, (2) a primary insurer and a reinsurer, on behalf of the primary insurer, or (3) a reinsurer and a retrocessionaire, on behalf of the reinsurer.
Capacity Capacity is the percentage of surplus that an insurer or reinsurer is willing or able to place at risk or the dollar amount of exposure it is willing to assume. Capacity may apply to a single risk, a program, a business line, or an entire book of business. Capacity may be constrained by legal restrictions, corporate restrictions, or indirect financial restrictions such as capital adequacy requirements.
Casualty reinsurance Casualty reinsurance is primarily concerned with the losses caused by injuries to third persons (persons other than the policyholder) and the legal liability imposed on the policyholder resulting therefrom. Casualty reinsurance includes but is not limited to workers’ compensation, automobile liability, and general liability. A greater degree of unpredictability is generally associated with casualty risks known as ‘‘long-tail risks,’’ where losses take time to become known, and a claim may be separated from the circumstances that caused it by several years. An example of a long-tail casualty risk includes the use of certain drugs that may cause cancer or birth defects. There tends to be a greater delay in the reporting and settlement of casualty reinsurance claims due to the long-tail nature of the underlying casualty risks and their greater potential for litigation.
Catastrophe A severe loss, typically involving multiple claimants. Common perils include earthquakes, hurricanes, tsunamis, hailstorms, tornados, derechos, severe winter weather, floods, fires, explosions, volcanic eruptions, and other natural or human-made disasters. Catastrophe losses may also arise from acts of war, acts of terrorism, and geopolitical instability.
Cede; cedent When a party reinsures its liability to another party, it ‘‘cedes’’ business to the reinsurer and is referred to as the ‘‘client.’’
Claim Request by an insured or reinsured for indemnification by an insurance or reinsurance company for loss incurred from an insured peril or event.
Client A party whose liability is reinsured by a reinsurer, also known as a cedent.
Combined ratio The combined ratio is the sum of the loss ratio, acquisition cost ratio, and underwriting expense ratio.   
Composite ratio The composite ratio is the ratio of underwriting losses incurred, loss adjustment expenses, and acquisition costs, excluding underwriting-related general and administrative expenses, to net premiums earned, or equivalently, the sum of the loss ratio and acquisition cost ratio.
Contingency liability coverage
Covers event cancellation and non-appearance.
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Corporate expenses Corporate expenses include those costs associated with operating as a publicly listed entity and an allocation of other general and administrative expenses.
Delegated authority A contractual arrangement between an insurer or reinsurer or an agent whereby the agent is authorized to bind insurance or reinsurance on behalf of the insurer or reinsurer. The authority is generally limited to a particular class or classes of business and a particular territory. The exercise of the authority to bind insurance or reinsurance is generally subject to underwriting guidelines and other restrictions such as maximum premium income. Under the delegated authority, the agent is responsible for issuing policy documentation, the collection of premium and may also be responsible for the settlement of claims.
Deposit assets and liabilities Assets (or liabilities) representing the consideration paid (or received) in connection with contracts that do not incorporate sufficient risk transfer to merit reinsurance accounting.
Development The difference between the amount of reserves for losses and loss adjustment expenses initially estimated by an insurer or reinsurer and the amount re-estimated in an evaluation at a later date.
Excess of loss reinsurance Reinsurance that indemnifies the reinsured against all or a specified portion of losses above a specified dollar or percentage loss ratio amount.
Financial strength rating The opinion of rating agencies regarding an insurance or reinsurance company’s financial ability to meet its financial obligations under its policies.
Funds at Lloyd’s (FAL) Funds of an approved form that are lodged and held in trust at Lloyd's as security for a member’s underwriting activities. They comprise the member’s deposit, personal reserve fund, and special reserve fund. They may be drawn down if the member’s syndicate-level premium trust funds are insufficient to cover its liabilities. The amount of the deposit is related to the member's premium income limit and also the nature of the underwriting account.
Gross premiums written Total premiums for assumed reinsurance during a given period.
Health insurance Insurance against loss by illness or bodily injury. Health insurance covers medicine, visits to the doctor or emergency room, hospital stays, and other medical expenses.
Incurred but not reported (IBNR) Reserves for estimated loss and loss adjustment expenses incurred by insureds and reinsureds but not yet reported to the insurer or reinsurer, including unknown future developments on loss and loss adjustment expenses known to the insurer or reinsurer.
Lloyd’s Depending on the context, this term may refer to - (a) the society of individual and corporate underwriting members that insure and reinsure risks as members of one or more syndicates. Lloyd’s is not an insurance company; (b) the underwriting room in the Lloyd’s Building in which managing agents underwrite insurance and reinsurance on behalf of their syndicate members. In this sense, Lloyd’s should be understood as a marketplace; or (c) the Corporation of Lloyd’s, which regulates and provides support services to the Lloyd’s market.
Loss adjustment expenses (LAE) The expenses of settling claims, including legal and other fees, and the portion of general expenses allocated to claim settlement costs. Also known as claim adjustment expenses.
Loss ratio The loss ratio is calculated by dividing net loss and loss adjustment expenses incurred by net premiums earned.  
Loss reserves and loss adjustment expense reserves Liabilities established by insurers and reinsurers to reflect the estimated cost of claims payments and the related expenses that the insurer or reinsurer will ultimately be required to pay in respect of insurance or reinsurance contracts it has written. Reserves are established for losses and loss adjustment expenses and consist of reserves established for individual reported claims and incurred but not reported losses.
Marine & energy coverage
Covers damage to ships and goods in transit, marine liability lines and yacht-owned perils. Energy includes offshore energy industry insurance. Offshore energy covers losses relating to offshore oil, gas, and renewable energy operations.
Multi-line Contracts that cover more than one line of business.
Mortgage coverage
Covers credit risks that compensates insureds for losses arising from mortgage loan defaults.
Net financial impact The net impact of prior period loss development after taking into account net losses and loss expenses incurred, earned reinstatement premiums assumed and ceded, and adjustments to assumed and ceded acquisition costs and profit commissions.
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Net premiums written An insurer’s gross premiums written, less premiums ceded to reinsurers.
Non-admitted insurers An insurer not licensed to do business in the jurisdiction in question. Also known as an unauthorized insurer and unlicensed insurer.
Premiums; written, earned, and unearned Premiums represent the cost of insurance paid by the cedent or insured to the insurer or reinsurer. Written represents the total amount of premiums received, and earned represents the amount recognized as income over a period of time. Unearned is the difference between written and earned premiums.
Probable maximum loss (PML) PML is the anticipated loss, taking into account contract terms and limits, caused by a natural catastrophe affecting a broad geographic area, such as that caused by an earthquake or hurricane.
Professional liability insurance Professional liability insurance protects a company and its representatives against legal claims arising from error or misconduct in providing or failing to provide professional services. This coverage includes errors and omissions policies, directors and officers coverage, and specialty coverage like employment practices liability insurance.
Profit commission A commission paid by a reinsurer to a ceding insurer based on a predetermined percentage of the profit realized by the reinsurer on the ceded business.
Property insurance Property insurance covers a business’s building and its contents—money and securities, records, inventory, furniture, machinery, supplies, and even intangible assets such as trademarks—when damage, theft, or loss occurs.
Property catastrophe reinsurance Property catastrophe reinsurance contracts are typically ‘‘all risk’’ in nature, protecting against losses from natural and human-made catastrophes. Losses on these contracts typically stem from direct property damage and business interruption.
Proportional reinsurance All forms of reinsurance in which the reinsurer shares a proportional part of the original premiums and losses of the reinsured. In proportional reinsurance, the reinsurer generally pays the client a ceding commission. The ceding commission is generally based on the client’s cost of acquiring the business being reinsured (including commissions, premium taxes, assessments, and miscellaneous administrative expenses) and may include a profit component. Frequently referred to as quota-share reinsurance.
Quota-share reinsurance A form of proportional reinsurance in which the reinsurer assumes an agreed percentage of each underlying insurance contract being reinsured.
Reinstatement premium Premium charged for the reinstatement of the amount of reinsurance coverage to its full amount otherwise reduced as a result of a reinsurance loss payment.
Reinsurance An arrangement in which a reinsurer agrees to indemnify an insurance company, the client, against all or a portion of the insurance risks underwritten by the client under one or more policies. Reinsurance can provide a client with several benefits, including reducing net liability on individual risks and catastrophe protection from large or multiple losses. Reinsurance also provides a client with additional underwriting capacity by permitting it to accept larger risks and write more business than would be possible without a related increase in capital and surplus, and facilitates the maintenance of acceptable financial ratios by the client. Reinsurance does not legally discharge the client from its liability with respect to its obligations to the insured.
Reinsurer An insurance company that assumes part of the risk in exchange for part of the premium to a primary insurer.
Retrocession; retrocessional coverage A transaction whereby a reinsurer cedes to another reinsurer, commonly referred to as the retrocessionaire, all or part of the reinsurance that the first reinsurer has assumed. Retrocessional reinsurance does not legally discharge the ceding reinsurer from its liability with respect to its obligations to the reinsured.
Risks A term used to denote the physical units of property at risk or the object of insurance protection that are not perils or hazards. Also defined as chance of loss or uncertainty of loss.
Risk-free rate The interest rate on a riskless or safe asset, usually taken to be a short-term U.S. government security.
Risk transfer The shifting of all or a part of a risk to another party.
Severity business Insurance/reinsurance characterized by contracts containing the potential for significant losses emanating from one event.
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Surety and fidelity insurance Surety and fidelity insurance includes (1) insurance guaranteeing the fidelity of persons holding positions of public or private trust; (2) insurance guaranteeing the performance of contracts other than insurance policies and guaranteeing and executing bonds, undertakings, and contracts of suretyship; and (3) insurance indemnifying banks, bankers, brokers, financial or moneyed corporations or associations against loss.
System and Organizational Controls (SOC) 2 Type II Report (“SOC 2 Report”) It is a reporting framework developed by the American Institute of Certified Public Accountants (“AICPA”) for independent audits of controls over information and systems relevant to security, availability, processing integrity, confidentiality, and privacy.
Syndicate A member or group of members underwriting (re)insurance business at Lloyd’s through the agency of a managing agent or substitute agent to which a syndicate number is assigned.
Trade credit coverage
Covers short-term commercial credit insurance, including pre-agreed domestic and export sales of goods and services with typical coverage periods of 60 to 120 days.
Transactional liability coverage
Covers financial losses relating to mergers and acquisitions arising from unforeseen risks, including potential breaches, misrepresentations, or undisclosed liabilities.
Treaty A reinsurance agreement covering a book or class of business that is automatically accepted on a bulk basis by a reinsurer. A treaty contains common contract terms along with a specific risk definition, data on limit and retention, and provisions for premium and duration.
Underwriter An insurance or reinsurance company employee who examines, accepts, or rejects risks and classifies risks to charge an appropriate premium for each accepted risk.
Underwriting The process of evaluating, defining, and pricing reinsurance risks including, where appropriate, the rejection of such risks, and the acceptance of the obligation to pay the reinsured under the terms of the contract.
Underwriting expense Underwriting expenses include those expenses directly related to underwriting activities that are not eligible to be capitalized and an allocation of other general and administrative expenses.
Underwriting expense ratio
The underwriting expense ratio includes those expenses directly related to underwriting activities and an allocation of other general and administrative expenses. Therefore, the underwriting expense ratio is the ratio of underwriting expenses to net premiums earned. The underwriting expense ratio also incorporates interest income and expenses from deposit-accounted contracts.
Workers’ compensation insurance Workers’ compensation insurance provides medical, disability, and lost-wage benefits to employees for injuries and illness sustained in the course of their employment.
WPVT coverage
Covers losses relating to war, political violence, and terrorism.

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ITEM 1A. RISK FACTORS

The following risk factors could result in a significant or material adverse effect on our results of operations or financial condition.
 
Risks Relating to Our Business

Our results of operations fluctuate from period to period and may not be indicative of our long-term prospects.

Our results of operations fluctuate from period to period due to a variety of factors, including: 
  our assessment of the quality of available reinsurance and renewal opportunities;
loss experience on our reinsurance contracts;
reinsurance contract pricing;
the volume and mix of reinsurance products we underwrite; and
our ability to assess and integrate our risk management strategy.

Accordingly, our short-term results of operations may not be indicative of our long-term prospects. 

A downgrade or withdrawal of our A.M. Best ratings would materially and adversely affect our ability to implement our business strategy.

If A.M. Best downgrades or withdraws either of our ratings, we could be severely limited or prevented from writing any new reinsurance contracts, which would materially and adversely affect our ability to implement our business strategy. Additionally, if A.M. Best downgrades or withdraws our ratings, we cannot provide assurance that our regulators, CIMA and the Central Bank of Ireland, would continue to authorize our current business strategy and investment strategy. See “—Risks Relating to Insurance and Other Regulations – Any suspension or revocation of our reinsurance licenses would materially and adversely impact our ability to do business and implement our business strategy.”

Greenlight Re’s A.M. Best rating of “A- (Excellent)” is the fourth highest of 15 financial strength ratings that A.M. Best issues. In October 2024, A.M. Best revised Greenlight Re’s outlooks to positive from stable. A.M. Best periodically reviews our ratings and may revise one or more of our ratings downward or revoke them at its sole discretion based primarily on its analysis of our balance sheet strength, operating performance, and business profile. Potential developments that may affect such an analysis include: 
if A.M. Best alters its capital adequacy assessment methodology in a manner that would adversely affect the rating of our reinsurance entities;
if A.M. Best alters its approach regarding our Solasglas investment strategy or our Innovations investments;
if our actual losses significantly exceed our loss reserves;
if unfavorable financial or market trends impact us;
if we change our business practices from our organizational business plan in a manner that no longer supports our A.M. Best ratings;
if we are unable to retain our senior management and other key personnel or implement succession plans; or
if our investments incur significant losses.

Substantially all of our assumed reinsurance contracts contain provisions that permit our clients to cancel the contract or require additional collateral in the event of a downgrade in our A.M. Best ratings below specified levels or a reduction of our capital or surplus below specified levels over the course of the agreement. Contracts containing such cancellation rights represented approximately 37% of gross premiums written during 2024. Additional collateral in the event of a downgrade in our A.M. Best ratings would be approximately $134.6 million at December 31, 2024.

We expect that similar provisions will also be included in future contracts. Whether a client would exercise such cancellation rights would likely depend on, among other things, the prevailing market conditions, the degree of unexpired coverage, and the pricing and availability of replacement reinsurance coverage. We cannot predict how many of our clients would ultimately exercise such rights. The exercise of such rights in the aggregate could significantly affect our financial condition, results of operations, and our underwriting capacity.

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If our losses and LAE greatly exceed our loss reserves, our financial condition may be materially and adversely affected.

Our results of operations and financial condition depend upon our ability to accurately assess the potential losses and loss adjustment expenses associated with the risks we reinsure. Reserves are liabilities established by insurers and reinsurers to reflect the estimated cost of claims payments and the related expenses that the insurer or reinsurer will ultimately be required to pay in respect of insurance or reinsurance contracts it has written. We estimate these reserves based upon facts and circumstances then known, estimates of future trends in claim severity, and other variable factors. The inherent uncertainties associated with estimating loss reserves are generally greater for reinsurance companies than for primary insurance companies due primarily to:
 
the lapse of time from the occurrence of an event to the reporting of the claim and the ultimate resolution or settlement of the claim;
the settlement delays associated with the reporting delays;
the diversity of development patterns among different types of reinsurance treaties;
the necessary reliance on clients for information regarding claims; and
other macro-economic changes which may impact reserves generally.

Our reserve estimates may be less reliable than the reserve estimations of a reinsurer with a greater volume of business and more established loss history. Actual losses and loss adjustment expenses paid may deviate substantially from the estimates of our loss reserves contained in our financial statements and could negatively affect our results of operations. If we determine our loss reserves to be inadequate, we will increase our loss reserves with a corresponding reduction in our net income and capital in the period in which we identify the deficiency. If our losses and loss adjustment expenses greatly exceed our loss reserves, our financial condition may be materially and adversely affected. For a summary of the effects of reserve re-estimation on prior year reserves and net income, see “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates, Loss and Loss Adjustment Expense Reserves”.

We may need additional capital in the future in order to operate our business, and such capital may not be available to us or may not be available to us on favorable terms.
 
We may need to raise additional capital in the future through public or private equity or debt offerings or otherwise in order to: 
 
repay our debt;
fund liquidity needs or replace lost capital resulting from underwriting or investment losses;
meet rating agency capital requirements;
satisfy collateral requirements that may be imposed by our clients or by regulators;
meet applicable statutory jurisdiction requirements; or
respond to competitive pressures. 

Additional capital may not be available on terms favorable to us, or at all. Increases in interest rates could result in higher interest expense on our outstanding debt. Further, any additional capital raised through the sale of equity could dilute existing ownership interest in our company and may cause the market price of our ordinary shares to decline. Additional capital raised through the issuance of debt may result in creditors having rights, preferences, and privileges senior or otherwise superior to those of our ordinary shares.

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Competitors with greater resources may make it difficult for us to effectively market our products or offer our products at a profit.

The reinsurance industry is highly competitive. We compete with major reinsurers, many of which have substantially greater financial, marketing, and management resources than we do, as well as smaller companies, other niche reinsurers, alternative risk providers (such as captives, catastrophe bonds and other forms of insurance linked securities), and Lloyd’s syndicates and their related entities. Competition in the types of business that we underwrite is based on many factors, including: 
the perceived financial strength and general reputation of the reinsurer, including its level of service, trustworthiness, business practices, and other subjective matters;
ratings assigned by independent rating agencies;
relationships with reinsurance brokers;
 
pricing (for instance, significant capacity continues to enter into the market in the form of insurance linked securities, which may have the potential to impact and/or reduce reinsurance pricing and rates);
terms and conditions of products offered;
speed of claims payment; and
the experience and reputation of the members of our underwriting team in the particular lines of reinsurance we seek to underwrite.
We cannot assure you that we will be able to compete successfully in the reinsurance market. Our failure to compete effectively could materially and adversely affect our financial condition and results of operations, and may increase the likelihood that we will be deemed a passive foreign investment company or an investment company. See “— Risks Relating to Taxation — United States persons who own ordinary shares may be subject to United States federal income taxation on our undistributed earnings and may recognize ordinary income upon disposition of ordinary shares.” and “—Risks Relating to Insurance and Other Regulations — We are subject to the risk of possibly becoming an investment company under U.S. federal securities law.”

Consolidation in the reinsurance industry could adversely affect us.

The reinsurance industry, including our competitors, customers, and insurance and reinsurance brokers, has experienced significant consolidation over the last several years. Consolidated entities may try to use their enhanced market power to negotiate price reductions for our products and services. If competitive pressures reduce our prices, we would expect to write less business. If the insurance industry further consolidates, competition for customers may intensify, and the importance of acquiring and servicing each customer may become greater. We could incur greater expenses relating to customer acquisition and retention, further reducing our operating margins. In addition, insurance companies that merge may be able to spread their risks across a larger capital base so that they require less reinsurance. The number of companies offering retrocessional reinsurance may decline. Reinsurance intermediaries could also consolidate, potentially adversely impacting our ability to access business and distribute our products. We could also experience more robust competition from larger, better-capitalized competitors. Any of the foregoing could materially and adversely affect our business, financial condition and results of operations.

Challenging economic or political conditions may adversely impact our results of operations or financial condition.

Our results of operations and financial condition may be materially adversely affected by a challenging economic market, such as a highly inflationary environment. Inflation can be caused by any number of factors including, but not limited to, expansionary monetary policy and deficit spending by the government, a growing economy, rising wages, an imbalance of the supply and demand for goods, supply chain disruptions and the imposition of tariffs. Recently, for instance, the U.S. administration imposed and/or announced (and in some cases postponed) tariffs on imports from various countries and on certain products, which may lead to unpredictable economic consequences including inflation or trade wars. Our operations are susceptible to inflation, and underestimating inflation levels could result in underpricing the risks we reinsure because premiums are established before the ultimate amounts of losses and LAE are known. While we consider the potential effects of inflation when setting premium rates, our premiums may not fully offset the ultimate effects of inflation. Additionally, our reserving models include assumptions about future payments for the settlement of claims and claims-handling expenses, such as the value of replacing property, associated labor costs for the property business we write, and litigation costs. The global inflationary environment in the last few years has resulted in an increase in our projected future claim costs, resulting in adverse loss reserve development. While the global inflationary pressures have abated from their recent highs, any subsequent increase in inflation may lead to an increase in our loss reserves with a corresponding reduction in net income in the period the deficiency is identified, which may have a material adverse effect on our results of operations and financial condition. Unanticipated higher inflation could also lead to higher interest rates, potentially negatively impacting the value of any rate-sensitive financial instruments held by Solasglas and could also impact our Innovations investments and cause us to incur higher interest expense on our debt. See “—Risks Related to Our Solasglas Investment Strategy” and “—Risks Related to Our Innovations Strategy.”
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Further, our results of operations and financial condition may also be materially adversely affected by a challenging political climate, including events such as military actions, invasions, wars, civil unrest and terrorist activities and the imposition of sanctions and importation limitations. For example, the ongoing conflict between Russia and Ukraine and the resulting responses have led to disruption, instability and volatility in global markets and industries. Although the severity and duration of the ongoing Ukraine conflict is impossible to predict, the continuing active conflict could lead to further economic uncertainty, represented by significant and prolonged volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Due to the widespread impact of the ongoing conflict, it is likely to indirectly impact the markets in which we operate.

The effect of emerging claim and coverage issues on our business is uncertain.

As industry practices and social, political, legal, judicial, and regulatory conditions change, unexpected issues related to claims and coverage have emerged and adversely affected our results. Examples of emerging claims and coverage issues include, but are not limited to:

new theories of liability and disputes regarding medical causation with respect to certain diseases;
assignment-of-benefits agreements, where rights of insurance claims and benefits of the insurance policy are transferred to third parties, which can result in inflated repair costs and legal expenses to insurers and reinsurers;
claims related to political unrest, geopolitical instability, or other politically driven events, such as the conflict in the Middle East, and the military conflict between Russia and Ukraine, including loss claims relating to expropriation, forced abandonment, license cancellation, trade embargo, contract frustration, non-payment, war on land or political violence (including terrorism, revolution, insurrection, and civil unrest);
claims related to data security breaches, information system failures, or cyber-attacks; and
claims related to business interruption including protocols enlisted by governments in connection with pandemics, and ransomware and cyber-attacks.
For instance, our specialty line of business is exposed to aviation losses emanating from the conflict between Russia and Ukraine and the impact of sanctions imposed on Russia that left a number of leased aircraft stranded in Russia. Given the uniqueness of the situation, it is impossible to determine whether and how potential losses may ultimately occur, which will depend on such factors as judicial rulings interpreting applicable coverages and contracts in place and the future behavior of the Russian government and airlines.

Additionally, various provisions of our contracts, such as limitations or exclusions from coverage or choice of forum, may be difficult to enforce in the manner we intend due to, among other things, disputes relating to coverage and choice of legal forum. These issues may adversely affect our business by either extending coverage beyond the period that we intended or by increasing the number or size of claims. In some instances, these changes may not manifest themselves until many years after we have issued reinsurance contracts that are affected by these changes. As a result, we may not be able to ascertain the full extent of our liabilities under our reinsurance contracts for many years following the issuance of our contracts.

The property and casualty reinsurance market may be affected by cyclical trends.

We write reinsurance in the property and casualty markets, which are subject to pricing cycles. These cycles, as well as other factors that influence aggregate supply and demand for property and casualty reinsurance products, are outside our control. Primary insurers’ underwriting results, prevailing general economic and market conditions, liability retention decisions of companies, and primary insurers and reinsurance premium rates influence the demand for property and casualty reinsurance. Prevailing prices and available surplus to support assumed business influence reinsurance supply. Supply may fluctuate in response to changes in return on capital realized in the reinsurance industry, the frequency and severity of losses, and prevailing general economic and market conditions.

As a result, the reinsurance business historically has been a cyclical industry characterized by periods of intense price competition due to high levels of available underwriting capacity and periods when shortages of capacity have permitted favorable premium levels and changes in terms and conditions. The supply of available reinsurance capital could increase in future years, either due to capital provided by new entrants or by the commitment of additional capital by existing insurers or reinsurers.

Continued increases in the supply of reinsurance may have consequences for the reinsurance industry generally and for us, including fewer contracts written, lower premium rates, increased expenses for customer acquisition and retention, less favorable policy terms and conditions, and/or lower premium volume. The effects of cyclicality could materially and adversely affect our financial condition and results of operations.
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Modeling risks are inherent in our business.

We believe that our modeling is critical to our business. We utilize modeling tools to facilitate the pricing, reserving, and risk management of our reinsurance portfolio. These models help us to control risk accumulation, inform management and other stakeholders of capital requirements and to improve the risk/return profile or minimize the amount of capital required to cover the risks in each reinsurance contract. However, given the inherent uncertainty of modeling techniques and the application of such techniques, these models and databases may not accurately address the emergence of a variety of matters that might be deemed to impact certain of our coverages. These models have been developed internally, and in some cases, they make use of third-party software. The construction of these models and the selection of assumptions require significant actuarial judgment. Furthermore, these models typically rely on either cedent or industry data, which may be incomplete or may be subject to errors. Accordingly, these models, and the assumptions and judgements made in connection therewith, may understate the exposures we are assuming, and our financial results may be materially and adversely impacted.

Technology breaches or failures, including those resulting from a malicious ransomware or cyber-attack on us or our business partners and service providers, could disrupt or otherwise negatively impact our business.

Our information technology and application systems have been an important part of our underwriting process and our ability to compete successfully. We have also licensed certain systems and data from third parties. We cannot be certain that we will have access to these service providers or that our information technology or application systems will continue to operate as intended. In addition, we cannot be certain that we would be able to replace these systems without slowing our underwriting response time. Like all companies, we have information technology and application systems that are vulnerable to data breaches, interruptions or failures due to events that may be beyond our control, including, but not limited to, natural disasters, theft, terrorist attacks, malicious ransomware cyber-attacks, computer viruses, hackers and general technology failures. In addition, artificial intelligence technologies are evolving at a fast pace and being adopted, which may increase potential cybersecurity risks.

A major defect or failure in our internal controls or information technology and application systems could result in management distraction, a violation of applicable privacy or other laws, harm our reputation, a loss of customers, or monetary fines or penalties or otherwise increased expenses. We believe appropriate controls and mitigation procedures are in place to prevent significant data breaches, interruptions, or failures in, information technology and application systems. However, internal controls provide only a reasonable, not absolute, assurance as to the absence of errors or irregularities, and the ineffectiveness of such controls and procedures could have a material adverse effect on our business.

The cybersecurity regulatory environment is evolving, and we expect the costs of complying with new or developing regulatory requirements to increase. These laws and regulations vary country to country and state to state, but they generally require the establishment of programs to detect and prevent unauthorized access to personal data and to mitigate theft of personal data. For example, the General Data Protection Regulation (“GDPR”), which establishes uniform data privacy laws across the European Union (“EU”) is effective for all EU member states. The GDPR anticipates the processing of data for reinsurance and other purposes and applies standards and rules that covered entities must establish and monitor with respect to such processing and use. As our operations expand to other jurisdictions, we will be required to comply with cybersecurity laws in those jurisdictions, which will further increase our cost of compliance. See “Part 1, Item 1. Business - Regulations” and “Part 1C. Cybersecurity.”

Our property and casualty reinsurance operations make us vulnerable to losses from catastrophes and may cause our results of operations to vary significantly from period to period.

Certain of our reinsurance operations expose us to claims arising out of unpredictable catastrophic events, including losses from severe weather and other natural catastrophes and man-made disasters such as acts of war or terrorism. The incidence and severity of catastrophes are inherently unpredictable, with climate change continuing to add to that inherent unpredictability as well as increasing the frequency and severity of events. To the extent climate change produces extreme changes in temperatures and weather patterns, it could impact the frequency or severity of weather including, but not limited to, hurricanes, tornadoes, freezes, droughts, other storms, and wildfires. These changes in weather patterns could also affect the frequency and severity of other natural catastrophe events to which we may be exposed. Further, such catastrophes could impact the affordability and availability of homeowners insurance, which could impact pricing. Additionally, increases in the value and geographic concentration of insured property, particularly along coastal regions, could cause the cost of such losses to increase.

Catastrophic losses are a function of the insured exposure in the affected area and the event’s severity. Claims from catastrophic events could cause substantial volatility in our financial results for any fiscal quarter or year and could materially and adversely affect our business, financial condition and results of operations.
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Finally, given the scientific uncertainty of predicting the effect of climate cycles and global climate change on the frequency and severity of natural catastrophes and the lack of adequate predictive tools, we may not be able to adequately model the associated exposures and potential losses in connection with such catastrophes which could have a material adverse effect on our business, financial condition or operating results.

The loss of significant brokers or customers, could materially and adversely affect our business, financial condition and results of operations.
 
A significant portion of our business is placed through brokered transactions (for Open Market segment) or direct placements (for Innovations segment). For the Open Market segment, our four largest brokers each accounted for more than 10% of our gross written premiums, and in the aggregate, they accounted for approximately 73.3% of the segment’s gross premiums written in 2024. For the Innovations segment, we had two customer that accounted for 37.8% of the segment’s gross premiums written in 2024. Accordingly, we are exposed to concentration risk for both Open Market and Innovations segments. To lose or fail to expand all or a substantial portion of the business provided through brokers or direct customers could materially and adversely affect our business, financial condition and results of operations.
 
We depend on our clients’ evaluations of the risks associated with their insurance underwriting, which may subject us to reinsurance losses.

In our proportional reinsurance business, we do not expect to separately evaluate each of the original individual risks assumed under these reinsurance contracts. Therefore, we are largely dependent on the original underwriting decisions made by ceding companies. We are subject to the risk that the clients may not have adequately evaluated the insured risks and that the premiums ceded may not adequately compensate us for the risks we assume. We also do not separately evaluate each of the individual claims made on the underlying insurance contracts under quota share contracts, rendering us dependent on the claims decisions our clients make.

We are subject to the credit risk of our brokers, cedents, agents and other counterparties.

In accordance with industry practice, we frequently pay amounts owed on claims under our policies to reinsurance brokers, and these brokers, in turn, remit these amounts to the ceding companies that have reinsured a portion of their liabilities with us. In some jurisdictions, if a broker fails to make such a payment, we might remain liable to the client for the deficiency, notwithstanding the broker’s obligation to make such payment. Conversely, in certain jurisdictions, when the client pays premiums for policies to reinsurance brokers for payment to us, these premiums are considered to have been paid, and the client will no longer be liable to us for these premiums, whether or not we have actually received them. Consequently, we assume a degree of credit risk associated with brokers.

We are also exposed to the credit risk of our cedents and agents, who, pursuant to their contracts with us, may be required to pay us profit commission, additional premiums, reinstatement premiums, and adjustments to ceding commissions over a period of time, which in some cases may extend beyond the initial period of risk coverage. Insolvency, liquidity problems, distressed financial condition, or the general effects of an economic recession may increase the risk that our cedents or agents may not pay some or all of their obligations to us. To the extent our cedents or agents become unable to pay us, we would be required to recognize a downward adjustment to our reinsurance balances receivable or loss and loss expenses recoverable, as applicable, in our financial statements. While we generally seek to mitigate this risk through, among other things, collateral agreements, funds withheld, corporate guarantees, and the right to offset receivables against any losses payable, an increased inability of customers to fulfill their obligations to us could have an adverse effect on our financial condition and results of operations.

Our reinsurance balances receivable from brokers and cedents at December 31, 2024 totaled $704.5 million, which included premiums, ceding commissions receivable, and funds at Lloyd’s, a majority of which are not collateralized (see Part II, Item 8.
Note 16. “Commitments and Contingencies” to the consolidated financial statements). We cannot provide assurance that such receivables will be collected or that valuation allowances or write-downs for uncollectible balances will not be required in future periods.

We may not successfully alleviate risk through reinsurance arrangements. Additionally, we may be unable to collect, which could adversely affect our business, financial condition, and results of operations.

As part of our risk management, from time to time, we seek to purchase reinsurance for certain liabilities we reinsure to mitigate the effect of a potential concentration of losses upon our financial condition. At December 31, 2024, total loss recoverables were $85.8 million, a majority of which are not collateralized (see Part II, Item 8. Note 8 “Retrocession” to the consolidated financial statements).
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The insolvency or inability or refusal of a retrocessionaire to make payments under the terms of its agreement with us could have an adverse effect on us because our obligations to our clients would remain.

At certain times, market conditions have limited, and in some cases have prevented, reinsurers from obtaining the types and amounts of retrocessional coverage they consider necessary for their business needs. Accordingly, we may not be able to obtain our desired amounts of retrocessional coverage, negotiate terms that we deem appropriate or acceptable, or obtain retrocessional coverage from entities with satisfactory creditworthiness. Our inability to establish adequate retrocessional arrangements or the failure of our retrocessional arrangements to protect us from overly concentrated risk exposure could materially and adversely affect our business, financial condition, and results of operations.

Our failure to comply with restrictive covenants contained in our current or future credit facilities could trigger prepayment obligations, which could adversely affect our business, financial condition, and results of operations.

Our credit facilities require us and/or certain of our subsidiaries to comply with certain covenants, including restrictions on our ability to place a lien or charge on pledged assets, issue debt, and in certain circumstances, on the payment of dividends. For more details, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity”. Our failure to comply with these or other covenants could result in an event of default under the respective credit facilities or any credit facility we may enter into in the future, which, if not cured or waived, could result in us being required to repay the amounts outstanding under these facilities prior to maturity. As a result, our business, financial condition, and results of operations could be materially and adversely affected.

We may not successfully obtain the necessary credit facilities to support our business strategy.

As noted in “Part 1, Item 1. Business - Regulations”, we are required to provide letters of credit or collateral to jurisdictions in which we are not licensed or admitted as a reinsurer. In addition to the CIBC LOC facility entered in late 2023, we expanded the available letters of credit facilities by adding the Uncommitted HSBC LC Facility and the Uncommitted Citibank LC Facility in late 2024. (see Note 16 “Commitments and Contingencies - Letters of Credit and Trusts” of the consolidated financial statements). Neither the Uncommitted Citibank LC Facility nor the Uncommitted HSBC LC Facility are a committed facility, which means Citibank and HSBC can decide not to issue the LC under the respective facility when we attempt to draw upon it. In addition, we cannot assure you that we will be able to obtain additional credit facilities in the future on favorable terms or at all.

If we lose or are unable to retain or implement succession plans for our senior management and other key personnel, our ability to implement our business strategy could be delayed or hindered, which, in turn, could materially and adversely affect our business, financial condition and results of operations.

Our success depends, to a significant extent, on the efforts of our senior management and other key personnel to implement our business strategy. We believe there are only a limited number of available qualified executives with substantial experience in our industry and we currently do not maintain key life insurance with respect to any of our senior management. We could face challenges and incur expenses in attracting and retaining personnel in the Cayman Islands, U.K., and Ireland. Accordingly, the loss of the services of one or more of the members of our senior management or other key personnel, or our inability to implement succession plans or hire and retain other key personnel, could prevent us from continuing to implement our business strategy and, consequently, materially and adversely affect our business.

Our ability to implement our business strategy could be adversely affected by Cayman Islands employment restrictions.

Under Cayman Islands law, persons who are not Caymanian, do not possess Caymanian status, or are not otherwise entitled to reside and work in the Cayman Islands pursuant to provisions of the Immigration Act (as amended) of the Cayman Islands, which we refer to as the Immigration Act, may not engage in any gainful occupation in the Cayman Islands without an appropriate governmental work permit. Such a work permit may be granted or extended on a continuous basis for a maximum period of nine years (after having been legally and ordinarily resident in the Cayman Islands for a period of eight years a person may apply for permanent residence in accordance with the provisions of the Immigration Act) upon showing that, after proper public advertisement, no Caymanian or person of Caymanian status, or other person legally and ordinarily resident in the Cayman Islands who meets the minimum standards for the advertised position is available. The failure of these work permits to be granted or extended could prevent us from continuing to implement our business strategy.  




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We may face risks arising from future strategic transactions such as acquisitions, dispositions, mergers, or joint ventures.

We may pursue strategic transactions from time to time, which could involve acquisitions or dispositions of businesses or assets. Any strategic transactions could have an adverse impact on our reputation, business, results of operation, or financial condition. Sources of risk arising from these types of transactions include financial, accounting, tax, and regulatory challenges; difficulties with integration, business retention, execution of strategy, unforeseen liabilities or market conditions; and other managerial or operating risks and challenges. Any future transactions could also subject us to risks such as failure to obtain appropriate value, post-closing claims being levied against us, and disruption to our other businesses during the negotiation or execution process or thereafter. Accordingly, these risks and difficulties may prevent us from realizing the expected benefits from such strategic transactions. For example, businesses that we acquire or our strategic alliances or joint ventures may underperform relative to the price paid or resources committed by us; we may not achieve anticipated cost savings; we may otherwise be adversely affected by transaction-related charges; we may assume unknown or undisclosed business, operational, tax, regulatory and other liabilities; fail to accurately assess known contingent liabilities; or assume businesses with internal control deficiencies. Risk-mitigating provisions that we put in place in the course of negotiating and executing these transactions, such as due diligence efforts and indemnification provisions, may not be sufficient to fully address these risks and contingencies.

Non-compliance with laws, regulations, and taxation regarding transactions with international counterparties may adversely affect our business.

As we provide reinsurance on a worldwide basis, we are subject to an expanding legal, regulatory, and tax environment intended to help detect and prevent anti-trust activity, money laundering, terrorist financing, proliferation financing, fraud, tax avoidance, and other illicit activity. These requirements include, among others, regulations promulgated and administered by CIMA, the U.S. Department of the Treasury's Office of Foreign Assets Control, The Foreign Corrupt Practices Act of 1977, the Iran Freedom and Counter-Proliferation Act of 2012, and the Foreign Account Tax Compliance Act. These and other programs prohibit or restrict dealings with certain persons, entities, countries, governments and, in certain circumstances, their nationals and may require detailed reporting to various administrative parties. Non-compliance with any of these regulations could have a material adverse effect on our ability to conduct our business.

Currency fluctuations could result in exchange rate losses and negatively impact our business.

Our functional currency is the U.S. dollar. However, we expect to write a portion of our business in currencies other than the U.S. dollar. We may incur foreign currency exchange gains or losses as we ultimately receive premiums and settle claims in foreign currencies. In addition, Solasglas may invest in securities or cash denominated in currencies other than the U.S. dollar. Consequently, we may experience exchange rate losses to the extent that our foreign currency exposure is not hedged, which could materially and adversely affect our business. If we or Solasglas hedge our foreign currency exposure through forward foreign currency exchange contracts or currency swaps, we will be subject to the risk that the hedging counterparties to such arrangements may fail to perform.

Natural disasters and other catastrophic events may adversely affect our operations and disrupt our business.

Our corporate headquarters are located in the Cayman Islands, a geographic region which is susceptible to natural disasters such as hurricanes and earthquakes as well as other potentially catastrophic events. If the Cayman Islands were to experience a major hurricane, earthquake or other catastrophic event, our corporate headquarters could be severely damaged and our operations could suffer significant disruption. There can be no assurance that our disaster recovery and business continuity plans will perform as expected and, if they don’t, our business could be materially adversely effected.

Risks Relating to Insurance and Other Regulations
 
Any suspension or revocation of any of our licenses would materially and adversely affect our business, financial condition and results of operations.
 
Greenlight Re is licensed as a reinsurer in both the Cayman Islands and the EEA. We are also licensed to write insurance business in the U.K. and the EEA through our Syndicate 3456. Viridis Re is also licensed as a reinsurer in the Cayman Islands. The suspension or revocation of any of our licenses to do business in either of these jurisdictions for any reason would mean that we would not be able to enter into any new reinsurance contracts in that jurisdiction until the suspension ended or we became licensed in another jurisdiction. The process of obtaining licenses is time-consuming and costly, and we may not be able to become licensed in another jurisdiction in the event we choose to. Any such suspension or revocation of our license would negatively impact our reputation in the (re)insurance marketplace, could have a material adverse effect on any potential license application and would materially and adversely affect our business, financial condition and results of operations.
 
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CIMA and the CBI may take a number of actions, including suspending or revoking a reinsurance license whenever the regulatory body believes that a licensee is or may become unable to meet its financial obligations, is carrying on business in a manner likely to be detrimental to the public interest or the interest of its creditors or policyholders, has contravened the terms of the Act, or has otherwise behaved in such a manner so as to cause such regulatory body to call into question the licensee’s fitness to conduct regulated activity.
 
Further, based on statutes, regulations, and policies in their respective jurisdictions, CIMA and CBI may suspend or revoke our licenses if certain events occur, including without limitation:
  we cease to carry on reinsurance business;
the direction and management of our reinsurance business have not been conducted in accordance with laws and regulations;
we cease to meet certain capital and surplus requirements;
a person holding a position as a director, manager or officer is not deemed to be a fit or proper person to hold the respective position; or
we become bankrupt, go into liquidation, or are wound up or otherwise dissolved.

Similarly, if either CIMA or the CBI suspended or revoked our licenses, we could lose our exemption under the Investment Company Act of 1940, as amended (the “Investment Company Act”) (See “— We are subject to the risk of possibly becoming an investment company under U.S. federal securities law.”)

Our reinsurance subsidiaries are subject to minimum capital and surplus requirements, and our failure to meet these requirements could subject us to regulatory action.
 
The Insurance (Capital and Solvency) (Classes B, C, and D Insurers) Regulations (2018 Revision) (the “Capital and Solvency Regulations”) impose on Greenlight Re as a Class D reinsurer to maintain minimum statutory capital and surplus equal to the greater of: a) the minimum capital requirement of $50 million and b) the prescribed capital requirement and impose on Viridis Re a requirement to maintain minimum statutory capital of $0.2 million for a Class B(iii) general reinsurer and the prescribed capital requirement (the “Capital Requirements”). At December 31, 2024, both Greenlight Re and Viridis Re were in compliance with their respective Capital Requirements - see Note 18 “Statutory Requirements” of the consolidated financial statements.

GRIL, our Irish subsidiary, is required to comply with risk-based solvency requirements under the European legislation known as “Solvency II,” including calculating and maintaining a minimum capital requirement and solvency capital requirement. At December 31, 2024, GRIL’s minimum capital requirement and solvency capital requirement was approximately $9.9 million and $39.8 million, respectively. At December 31, 2024, GRIL was in compliance with the capital requirements required under the Irish Insurance Acts and Regulations.
 
Any failure to meet applicable requirements or minimum statutory capital requirements could subject us to further examination or action by regulators, including restrictions on dividend payments, limitations on our writing of additional business or engaging in financial or other activities, enhanced supervision, financial or other penalties, or liquidation. Further, any changes in existing risk-based capital requirements or minimum statutory capital requirements may require us to increase our statutory capital levels, which we might be unable to do.
 
We are a holding company that depends on the ability of our subsidiaries to pay dividends.
 
We are a holding company and do not have any significant operations or assets other than our ownership of the shares of our subsidiaries. Dividends and other permitted distributions from our subsidiaries are our primary source of funds to meet ongoing cash requirements, including future debt service payments, if any, and other corporate expenses, and to repurchase shares or pay dividends to our shareholders if we choose to do so. Some of our subsidiaries are subject to significant regulatory restrictions limiting their ability to declare and pay dividends.  The inability of our subsidiaries to pay dividends in an amount sufficient to enable us to meet our cash requirements at the holding company level could have an adverse effect on our operations and our ability to repurchase shares or pay dividends to our shareholders if we choose to do so and/or meet our debt service obligations, if any.
 
To the extent any of our subsidiaries located in jurisdictions other than the Cayman Islands consider declaring dividends, such subsidiaries are required to comply with restrictions set forth under applicable law and regulations in such other jurisdictions. These restrictions could adversely impact the Company.
  
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We are subject to the risk of possibly becoming an investment company under U.S. federal securities law.
 
In the United States, the Investment Company Act regulates certain companies that invest in or trade securities. We rely on an exemption under the Investment Company Act for an entity organized and regulated as a foreign insurance company which is engaged primarily and predominantly in the reinsurance of risks on insurance agreements. As we hold ourselves out as a global specialty property and casualty reinsurer and we do not propose to engage primarily in the business of investing or trading in securities, we believe the exemption applies. Accordingly, we do not believe that we are, or are likely to become in the future, an investment company under the Investment Company Act.

Nonetheless, the law in this area is not well developed, and there is a lack of definitive guidance as to the meaning of “primarily and predominantly” under the relevant exemption to the Investment Company Act. If this exemption were deemed inapplicable, we would have to register under the Investment Company Act as an investment company. Registered investment companies are subject to extensive, restrictive, and potentially adverse regulation relating to, among other things, operating methods, management, capital structure, leverage, dividends, and transactions with affiliates. Registered investment companies are not permitted to operate their business in the manner in which we operate our business, nor are registered investment companies permitted to have many of the relationships that we have with our affiliated companies. Any changes to our investment strategy necessitated by being labeled a registered investment company could materially and adversely impact our investment results, financial condition, and ability to implement our business strategy.
 
If at any time it were established that we had been operating as an investment company in violation of the registration requirements of the Investment Company Act, there would be a risk, among other material adverse consequences, that we could become subject to monetary penalties or injunctive relief, or both, or that we would be unable to enforce contracts with third parties or that third parties could seek to obtain rescission of transactions with us undertaken during the period in which it was established that we were an unregistered investment company.
 
To the extent that the laws and regulations change in the future so that contracts we write are deemed not to be reinsurance contracts, we will be at greater risk of not qualifying for the Investment Company Act exception. Additionally, it is possible that our classification as an investment company would result in the suspension or revocation of our reinsurance license.
 
Insurance regulations to which we are, or may become, subject, and potential changes thereto, could have a significant and negative effect on our business.
 
We currently are admitted to do reinsurance business in the Cayman Islands and the EEA. We are also licensed to write insurance business in the U.K. and the EEA through our Syndicate 3456. Our operations in these jurisdictions are subject to varying degrees of regulation and supervision. The laws and regulations of the jurisdictions in which our subsidiaries are domiciled require that, among other things, these subsidiaries maintain minimum levels of statutory or regulatory capital, surplus, and liquidity, meet solvency standards, submit to periodic examinations of their financial condition, and restrict payments of dividends and reductions of capital. Statutes, regulations, and policies that our subsidiaries are subject to may also restrict the ability of these subsidiaries to write insurance and reinsurance policies, make certain investments, and distribute funds.
 
More specifically, with respect to GRIL, Solvency II governs the prudential regulation of insurers and reinsurers, and requires insurers and reinsurers in Europe to meet risk-based solvency requirements. It also imposes group solvency and governance requirements on groups with insurers and/or reinsurers operating in the EEA. A number of European Commission delegated acts and technical standards have been adopted, which set out more detailed requirements based on the overarching provisions of the Solvency II Directive. However, further delegated acts, technical standards, and guidance are likely to be published on an ongoing basis.
Although we presently are admitted to do business in the Cayman Islands, U.K. and the EEA, we cannot provide assurance that insurance regulators in the United States or elsewhere will not review our activities and claim that we are subject to such jurisdiction’s licensing requirements. In addition, we are subject to indirect regulatory requirements imposed by jurisdictions that may limit our ability to provide reinsurance. For example, our ability to write reinsurance may be subject, in certain cases, to arrangements satisfactory to applicable regulatory bodies, and proposed legislation and regulations may have the effect of imposing additional requirements upon, or restricting the market for, non-U.S. reinsurers such as Greenlight Re and GRIL, with whom domestic companies may place business. We do not know of any such proposed legislation pending at this time.
 
We may not be able to comply fully with, or obtain desired exemptions from, revised statutes, regulations, and policies that currently, or may in the future, govern the conduct of our business. Failure to comply with, or to obtain desired authorizations and/or exemptions under, any applicable laws could result in restrictions on our ability to do business or undertake activities that are regulated in one or more of the jurisdictions in which we operate and could subject us to fines and other sanctions.
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The MAA includes amendments that provide for a specific administrative fines framework whereby CIMA has been granted the power to issue monetary penalties of up to 1 million Cayman Islands Dollars for a very serious breach.

In addition, governmental authorities worldwide have become increasingly interested in potential risks posed by the insurance industry as a whole, and to the commercial and financial systems in general. While we cannot predict the exact nature, timing, or scope of possible governmental initiatives, there may be increased regulatory intervention in our industry in the future. Changes in the laws or regulations to which our subsidiaries are subject or may become subject, or in the interpretations thereof by enforcement or regulatory agencies, could have a material adverse effect on our business. 

There are differences between Cayman Islands corporate law and Delaware corporate law with respect to interested party transactions, which may benefit certain of our shareholders at the expense of other shareholders.

As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that they owe certain duties to the company, including the following: a duty to act in good faith and in what they consider to be in the best interests of the company; a duty not to make a profit out of their position as director (unless the company permits them to do so); a duty to exercise their powers for the purposes for which they are conferred; and a duty not to put themselves in a position where the interests of the company conflict with their personal interest or their duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. A director will need to exhibit in the performance of their duties both the degree of skill that may reasonably be expected from a subjective perspective determined by reference to their knowledge and experience and the skill and care objectively to be expected from a person occupying office as a director of the company.

Under Cayman Islands corporate law and pursuant to our Articles, a director may vote on a contract or transaction where the director has an interest as a shareholder, director, officer, or employee, provided such interest is duly disclosed to the Board. In exercising any such vote, such director's duties remain as described above. Pursuant to our Articles none of our contracts will be deemed to be void purely because any director is an interested party in such transaction and in such circumstances, interested parties will generally not be held liable for monies owed to the Company. Under Delaware law, interested party transactions are voidable.

A failure by our Syndicate 3456 to comply with rules and regulations could materially and adversely interfere with our business strategy.

Syndicate 3456 is subject to Lloyd’s oversight. The PRA and the FCA regulate all financial services firms in the U.K., including Lloyd’s and Syndicate 3456. Both the PRA and the FCA have substantial powers of intervention in relation to Lloyd’s Syndicates, including the power to remove Lloyd’s authorization to manage such Syndicates. See “— Item 1. Business — Regulations — UK Regulations” for further discussion of such regulations.

Failure to comply with, or any future regulatory changes or rulings to, the regulations of the PRA and/or the FCA could interfere with the business strategy of Syndicate 3456, which could materially and adversely affect our business, financial condition and results of operations.

Risks Relating to Our Solasglas Investment Strategy

Our investment performance depends in part on the performance of Solasglas and may suffer as a result of adverse in financial markets or other factors that impact Solasglas’ liquidity.

Our operating results depend in part on the performance of Solasglas. We cannot provide assurance that DME Advisors, on behalf of Solasglas, will successfully structure investments in relation to our liquidity needs or liabilities. Failure to do so could force us to make redemptions from Solasglas that cause DME Advisors to liquidate investments at a significant loss or at prices that are not optimal, which could materially and adversely affect our financial results.

The risks associated with Solaglas’ value-oriented investment strategy may be substantially greater than the risks associated with traditional fixed-income investment strategies. In addition, long equity investments may generate losses if the market declines. Similarly, short equity investments may generate losses in a rising market. The success of the Solasglas investment strategy may also be affected by general economic conditions. Unexpected market volatility and illiquidity associated with our investment in Solasglas could materially and adversely affect our investment results, financial condition, or results of operations.

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Solasglas may be concentrated in a few large positions, which could result in material adverse valuation movements.

Our Board of Directors has adopted our investment guidelines, which provide that Solasglas may not commit more than, 10% of Greenlight Re Surplus (as defined in the Solasglas LPA) and 7.5% of GRIL Surplus (as defined in the Solasglas LPA) to any single investment, unless a waiver has been obtained by the Board of Directors of Greenlight Re or GRIL, as applicable. At December 31, 2024, we were in compliance with these investment guidelines.

In addition, GRIL’s investment guidelines require that the ten largest investments shall not constitute more than 40% of the GRIL Surplus, and GRIL’s investment portfolio shall at all times, unless waived by the GRIL board of directors, be composed of a minimum of 50 debt or equity securities of publicly traded companies. From time to time, Solasglas may hold a small number of relatively large security positions in relation to our capital accounts. Since Solasglas may not be widely diversified by security or by industry, it may be subject to more rapid changes in value than would be the case if our investment portfolio were required to maintain a wide diversification among companies, securities industries, and types of securities.

Under the Solasglas LPA, we are contractually obligated to invest substantially all our assets in Solasglas with certain exceptions. Solasglas’ performance depends on the ability of DME Advisors to select and manage appropriate investments.

DME Advisors acts as the exclusive investment advisor for Solasglas. Apart from funds required for collateral purposes, funds allocated to our Innovations investment strategy, risk management, and other operational needs, we are contractually obligated to use commercially reasonable efforts to cause substantially all investable assets of Greenlight Re and GRIL to be contributed to Solasglas. Although DME Advisors is contractually obligated to follow the investment guidelines of both Greenlight Re and GRIL, we cannot provide assurance as to how DME Advisors will allocate our investable assets to different investment opportunities.

The performance of the Solasglas investment portfolio depends to a great extent on the ability of DME Advisors to select and manage appropriate investments for Solasglas. We cannot assure you that DME Advisors will successfully meet our investment objectives and the failure of DME Advisors to perform adequately could materially and adversely affect our business, results of operations, and financial condition.

We have limited control over Solasglas and Solasglas LPA limits our ability to use another investment manager.

Under the Solasglas LPA, subject to our investment guidelines and certain other conditions, DME II, as the general partner of Solasglas, has complete and exclusive power and responsibility for all investment and investment management decisions to be undertaken on behalf of Solasglas and for managing and administering the affairs of Solasglas. As a result, we have limited control over Solasglas and there can be no assurance that the interests of DME II in managing Solasglas will always be aligned with our interests. In addition, the Solasglas LPA contains exclusivity and limited termination provisions which severely restricts our ability to use other investment managers for so long as Greenlight Re and GRIL are limited partners in Solasglas. Greenlight Re and GRIL, as limited partners of Solasglas may withdraw upon notice only on the Greenlight Re Relevant Date or the GRIL Relevant Date or “for cause” (each as defined in the Solasglas LPA). Additionally, while GRIL has the right to withdraw as a limited partner in Solasglas due to unsatisfactory long-term performance of DME II or DME Advisors, as determined solely by the Board of Directors of GRIL at the end of each fiscal year during the term of the Solasglas LPA, Greenlight Re does not have this right.
The historical performance of DME Advisors and its affiliates should not be considered indicative of the future results of the Solasglas investment portfolio, our future results, or any returns expected on our ordinary shares.

The historical returns of Solasglas and other funds managed by DME Advisors and its affiliates are not directly linked to our ordinary shares. Results for the Solasglas investment portfolio could differ from those of other funds managed by DME Advisors and its affiliates due to restrictions imposed by our investment guidelines and other factors.

Potential conflicts of interest with DME Advisors and its affiliates may exist that could adversely affect us.

DME Advisors and its affiliates, in addition to managing Solasglas, may engage in investment and trading activities for their own accounts and/or for the accounts of third parties. None of DME Advisors or its affiliates, including David Einhorn, Chairman of our Board of Directors and the President of Greenlight Capital, Inc., is obligated to devote any specific amount of time, effort or allocation, or prioritize any investment opportunity, to Solasglas or to address possible or actual conflicts among the accounts they may manage, which may adversely affect Solasglas’ investment returns, and, correspondingly, our investment returns.

In addition, under Cayman Islands laws, Mr. Einhorn is not legally restricted from making decisions with respect to Greenlight Re’s investment guidelines. Accordingly, his involvement as a member of the Boards of Directors of Greenlight Capital Re and Greenlight Re may lead to a conflict of interest.
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DME Advisors and its affiliates may also manage accounts whose advisory fee schedules, investment objectives, and policies differ from those of Solasglas, which may cause DME Advisors and its affiliates to effect trading in one account that may have an adverse effect on another account, including Solasglas.

Certain investments made by Solasglas may have limited liquidity and lack valuation data which could create a conflict of interest.

Our investment guidelines allow Solasglas to invest in certain securities with limited liquidity or no public market. This lack of liquidity may adversely affect the ability of Solasglas to execute trade orders at desired prices and may impact our ability to fulfill our underwriting payment obligations. To the extent that Solasglas invests in securities or instruments for which market quotations are not readily available, the valuation of such securities and instruments for purposes of compensation will be determined by DME Advisors, whose determination, subject to audit verification, will be conclusive and binding in the absence of bad faith or manifest error.

If DME Advisor’s risk management methodologies are ineffective, we may be exposed to material unanticipated losses.

DME Advisors and its affiliates continually refine its risk management techniques, strategies, and assessment methods. However, its risk management techniques and strategies do not fully mitigate the risk exposure of its funds and managed accounts, including Solasglas, in all economic or market environments or against all types of risk, including risks that it might fail to identify or anticipate. Any failures in DME Advisors’ risk management techniques and strategies to accurately quantify risk exposure could affect the risk-adjusted returns of Solasglas. In addition, any risk management failures could cause losses to be significantly greater than historical measures predict. DME Advisors’ approach to managing those risks could prove insufficient, exposing Solasglas, and correspondingly our Solasglas investment portfolio, to material unanticipated or material losses.

The compensation arrangements of Solasglas may create an incentive to effect transactions that are risky or speculative.

Pursuant to the Solasglas LPA, each of Greenlight Re and GRIL is obligated to pay a performance allocation of 20% to DME II at the end of each performance period based on its positive performance change to its capital account, subject to a modified loss carry forward provision.

The loss carry forward provision contained in the Solasglas LPA allows DME II to earn a reduced performance allocation of 10% of profits in any year subsequent to the year in which Solasglas has incurred a loss until all losses are recouped and an additional amount equal to 150% of the loss is earned.

While the performance compensation arrangement contained in the Solasglas LPA provides that losses will be carried forward as an offset against net profits in subsequent periods, DME II and DME Advisors generally will not otherwise be penalized for losses or decreases in the value of our portfolio under the Solasglas LPA. These performance compensation arrangements may incentivize DME Advisors to engage in transactions that focus on the potential for short-term gains rather than long-term growth or that are particularly risky or speculative.

DME Advisors’ representatives’ service on boards and committees may place trading restrictions on our investments and may subject us to indemnification liability.

DME Advisors may, from time to time, place its or its affiliates’ representatives on creditors’ committees and/or boards of certain companies in which Solasglas has invested. While such representation may enable DME Advisors to enhance the sale value of Solasglas’ investments, it may also prevent Solasglas from freely disposing of investments. The IAA provides for the indemnification of DME Advisors or any other person designated by DME Advisors for claims arising from such board representation.  

We and Solasglas are exposed to credit risk from counterparties that may default on their obligations to us.

We and Solasglas are exposed to credit risk from counterparties that may default on their obligations to us or it. The amount of the maximum exposure to credit risk is indicated by the carrying value of our and Solasglas’ financial assets. In addition, Solasglas holds the securities of our investment portfolio with prime brokers and has credit risk from the possibility that one or more of them may default on their obligations to Solasglas.

Issuers or borrowers whose securities or debt Solasglas holds, customers, reinsurers, clearing agents, exchanges, clearing houses, and other financial intermediaries and guarantors may default on their obligations to us and/or Solasglas due to bankruptcy, insolvency, lack of liquidity, adverse economic conditions, operational failure, fraud or other reasons. Such defaults could have a significant and negative effect on us and/or Solasglas and, correspondingly, our investment portfolio and our results of operations, financial condition, and cash flows.
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Solasglas effectuates short sales that subject our capital accounts to material and adverse loss potential.

Solasglas enters into transactions in which it sells a security it does not own, which we refer to as a short sale, in anticipation of a decline in the market value of the security. Short sales subject our capital accounts in Solasglas to material and adverse loss potential since the market price of securities sold short may continuously increase. Short sales may result in a substantial loss and may expose us to a loss exceeding the original amount invested.

Short-sale transactions have been subject to increased regulatory scrutiny and Solasglas’ ability to execute a short selling strategy may be materially and adversely impacted by new rules, interpretations, prohibitions, and restrictions adopted in response to adverse market events.

As a result, Solasglas may be unable to effectively pursue a short-selling strategy which may adversely affect Solasglas’ investment returns, and correspondingly, our investment returns.

Solasglas may trade on margin and use other forms of financial leverage, which may increase the risk of our investment portfolio.

Our investment guidelines allow Solasglas to trade on margin and use other forms of financial leverage. Solasglas relies on prime brokers to extend leverage and such prime brokers may elect not to provide leverage to Solasglas. Fluctuations in the market value of our investment in Solasglas could have a disproportionately large effect in relation to our capital. Any event which may adversely affect the value of positions Solasglas holds could materially and adversely affect the net asset value of our investment portfolio and our results of operations.

Solasglas may transact in derivatives trading, which may increase the risks associated with our investment portfolio.
 
Derivative instruments, or derivatives, include futures, options, swaps, structured securities, and other instruments and contracts that derive their value from one or more underlying securities, financial benchmarks, currencies, commodities, or indices. There are a number of risks associated with derivatives trading. Because many derivatives are leveraged, a relatively small adverse market movement may result in a substantial loss and may expose us to a loss exceeding the original amount invested. Derivatives may also expose Solasglas, and correspondingly, our investment portfolio, to liquidity risk as there may not be a liquid market within which to close or dispose of outstanding derivative contracts. The counterparty risk lies with each party with whom Solasglas contracts for the purpose of making derivative investments. In the event of the counterparty’s default, Solasglas will generally only rank as an unsecured creditor and risk the loss of all or a portion of the amounts Solasglas is contractually entitled to receive.

Risks Relating to Our Innovations Strategy

The carrying values of our Innovations investments may differ significantly from those that would be used if we carried these investments at fair value. Additionally, we have a material concentration in our top five holdings at December 31, 2024.

Our Innovations investments include private investments and unlisted equities in early-stage or start-up entities for which no active market may exist. We carry these investments on our consolidated balance sheets at cost, less impairment, plus or minus observable price changes (see “Critical Accounting Estimates - “Investments” under “Part II, Item 8. Management Discussion and Analysis of Financial Condition and Results of Operations”). These carrying values may differ significantly from those that would be used if we carried them at fair value. If we were required to liquidate all or a portion of these investments quickly, we could realize significantly less than the carrying value. The carrying value of our Innovations investments may become concentrated in a limited number of entities as a result of subsequent remeasurement and/or have significant exposure to certain geographic areas or economic sectors. The concentration of investments can increase investment risk and volatility. At December 31, 2024, our top five holdings accounted for 70% of the total carrying value. Any of the foregoing could result in a decline in our investment performance and capital resources and, accordingly, could materially and adversely affect our financial results and results of operations.

Our Innovations investments carry higher risks due to illiquidity.

We invest in illiquid equity and debt instruments of early-stage companies in our Innovations investments portfolio. Furthermore, our Innovations investments are generally subject to restrictions on redemptions and sales that limit our ability to liquidate these investments in the short term. As such, there is a high liquidity risk due to the lack of active markets.
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We may not be able to sell timely, or at all, illiquid holdings of early-stage companies facing significant challenges operationally and financially subsequent to our initial investment (see below “Investments in privately held early-stage companies involve significant risks”). Accordingly, this could materially and adversely affect our business, financial condition and results of operations.

Our Innovations investments support our underwriting operations and the failure to identify and consummate investment opportunities may materially and adversely affect our ability to implement our business strategy.

We operate in a competitive market for Innovations investment opportunities. Many of our competitors have considerably greater resources than we do. If we fail to compete for or otherwise lose the opportunity to make Innovations investments, which support our underwriting strategy, our ability to implement our business strategy may be materially and adversely impacted.

Investments in privately held early-stage companies involve significant risks.

Our Innovations unit primarily invests in privately held early-stage companies. Investments in privately held early-stage companies involve a number of significant risks, including the following:

•these companies may have limited financial resources and may be unable to meet their operating obligations;
•they typically have limited operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;
•they typically depend on the management talents and efforts of a small group of persons. Therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse effect on such investment and, in turn, on us;
•they may not have adequate internal controls which would make them susceptible to fraud or mismanagement;
•there is generally little public information about these companies. These companies and their financial information are generally not subject to the Exchange Act and other regulations that govern public companies, and we may be unable to uncover all material information about these companies, which may prevent us from making a fully informed investment decision and cause us to lose money on our investments;
•they generally have less predictable operating results and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position;
•changes in laws and regulations (including applicable tax laws), as well as their interpretations, may adversely affect their business, financial structure or prospects; and
•they may have difficulty accessing the capital markets to meet future capital needs.

Economic recessions or downturns could impair our Innovations investment and harm our operating results.

The current macroeconomic environment is characterized by high inflation, supply chain challenges, labor shortages, high interest rates, foreign currency exchange volatility, volatility in global capital markets and growing recession risk. The risks associated with our Innovations investments and the businesses of the entities in which we have invested are more severe during periods of economic slowdown or recession.

Many of our Innovations investments may be susceptible to economic downturns or recessions. Therefore, during these periods the carry values of our Innovations portfolio may decrease if we are required to write down the values of our investments. Adverse economic conditions may also decrease the value of our investments. Economic slowdowns or recessions could lead to financial losses in our Innovations portfolio and a decrease in revenues, net income and assets.

Our Innovations investments are made in entities that may incur debt or issue equity securities that rank equally with, or senior to, our investments in such companies.

Our Innovations investments are made in entities that have, or may be permitted to incur, other debt, or issue other equity securities, that rank equally with, or senior to, our investments. By their terms, such instruments may provide that the holders are entitled to receive payment of dividends, interest or principal on or before the dates on which we are entitled to receive payments in respect of our investments. These debt instruments would usually prohibit the investments from paying interest on or repaying our investments in the event and during the continuance of a default under such debt. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of an entity, holders of securities ranking senior to our investment typically are entitled to receive payment in full before we receive any distribution in respect of our investment. After repaying such holders, the entity may not have any remaining assets for repaying its obligation to us.
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In the case of securities ranking equally with our investments, we would have to share on an equal basis any distributions with other security holders in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant entity.

As a minority equity investor, we are often not in a position to influence the entity, and other equity holders and management of such entity may make decisions that could decrease the value of our investment in such entity.

When we make a minority equity investment through our Innovations segment, we are subject to the risk that an entity may make business decisions with which we disagree. The other equity holders and management of the entity may take risks or otherwise act in ways that do not serve our interests. As a result, an entity may make decisions that could decrease the value of our investment.

Our Innovations investments are in entities that may be highly leveraged.

Some of our Innovations investments are made in entities that may be highly leveraged, which may have adverse consequences for those companies and for us as a shareholder. The entity may be subject to restrictive financial and operating covenants and their leverage may impair the ability to finance their future operations and capital needs. As a result, such entity’s flexibility to respond to changing business and economic conditions and to take advantage of business opportunities may be limited.

Our failure to make follow-on investments in our existing Innovations investments could impair the value of our portfolio.

Following an initial investment in an entity, we may make additional investments in the entity as “follow-on” investments to: (1) increase or maintain in whole or in part our equity ownership percentage; (2) exercise warrants, options or convertible securities that we acquired in the original or subsequent financing or (3) attempt to preserve or enhance the value of our investment.

We may elect not to make follow-on investments, be constrained in our ability to employ available funds, or otherwise lack sufficient funds to make those investments. We have the discretion to make any follow-on investments, subject to the availability of capital resources. The failure to make follow-on investments may, in some circumstances, jeopardize the continued viability of an entity, dilute our investment, or result in a missed opportunity for us to increase our participation in a successful operation. Even if we have sufficient capital to make a follow-on investment, we may elect not to make it because we may not want to increase our concentration of risk, we prefer other opportunities, or we are constrained under the Investment Company Act. See “–Risks Relating to Insurance and Other Regulations – We are subject to the risk of possibly becoming and investment company under U.S. federal securities laws.”


Risks Relating to Our Ordinary Shares

Our ability to achieve our business objectives depends on our ability to manage and deploy capital.

Our ability to achieve our business objectives depends on our ability to manage and deploy capital, which depends, in turn, on our management’s ability, with oversight from our Board of Directors, to identity, evaluate and monitor our underwriting and investment results, our liquidity and competing needs for capital. We cannot assure you that our management and deployment of capital will enable us to achieve our business objectives, and our failure to effectively manage and deploy our capital could materially and adversely affect our financial condition and results of operations.

Our level of debt may have an adverse impact on our liquidity, restrict our current and future operations, particularly our ability to respond to business opportunities, and increase our vulnerability to adverse economic and industry conditions.

At December 31, 2024, we had $60.7 million of debt outstanding that matures on August 1, 2026. Our level of debt and the provisions of such debt could have significant consequences, which include, but are not limited to, the following:
•limit our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, or other general corporate purposes;
•require a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, acquisitions, and other general corporate purposes;
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•discourage an acquisition of us by a third party;
•place us at a competitive disadvantage to competitors carrying less debt; and
•make us more vulnerable to economic downturns and limit our ability to withstand competitive pressures or take advantage of new opportunities to grow our business.

We cannot assure you that we will be able to refinance our indebtedness debt upon maturity on acceptable terms or at all.

A shareholder may be required to sell its ordinary shares.

Our Articles provide that we have the option, but not the obligation, to require a shareholder to sell its ordinary shares for their fair market value to us, to other shareholders or to third parties if our Board of Directors determines that ownership of our ordinary shares by such shareholder may result in adverse tax, regulatory or legal consequences to us, any of our subsidiaries or any of our shareholders and that such sale is necessary to avoid or cure such adverse consequences.

Provisions of our Articles, the Companies Act of the Cayman Islands (the “Companies Act”) and our corporate structure may each impede a takeover, which could adversely affect the value of our ordinary shares.

Our Articles contain certain provisions that could make it difficult for a third party to acquire us, even if doing so would be beneficial to our shareholders. Our Articles provide that a director may only be removed for “cause” as defined in the Articles, upon the affirmative vote of not less than 50% of the votes cast at a meeting at which more than 50% of our issued and outstanding ordinary shares are represented. Further, under the Amended and Restated Memorandum and Articles of Association of Greenlight Re, a director may only be removed without cause upon the affirmative vote of not less than 80% of the votes cast at a meeting at which more than 50% of our issued and outstanding ordinary shares are represented.

Our Articles permit our Board of Directors to issue preferred shares from time to time, with such rights and preferences as they consider appropriate. Our Board of Directors may authorize the issuance of preferred shares with terms and conditions and under circumstances that could have an effect of discouraging a takeover or other transaction, deny shareholders the receipt of a premium on their ordinary shares in the event of a tender or other offer for ordinary shares and have a depressive effect on the market price of the ordinary shares.

As compared to mergers under corporate law in the United States, it may be more difficult to consummate a merger of two or more companies in the Cayman Islands or the merger of one or more Cayman Islands companies with one or more overseas companies, even if such transaction would be beneficial to our shareholders. For example, a merger or consolidation generally requires the consent of each holder of a fixed or floating security interest, unless the court waives such requirement, and a formal declaration must be made, meeting enumerated requirements, if the transaction involves a foreign company or where the surviving company is the Cayman Islands exempted company.

The Companies Act also includes statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that such a scheme of arrangement is approved by (i) in respect of shareholders, 75% in value of the shareholders or each class of shareholder who attend and vote, either in person or by proxy, at a meeting or meetings convened for that purpose; or (ii) in respect of creditors, a majority in number representing 75% in value of creditors or each class of creditors who attend and vote, either in person or by proxy, at a meeting or meetings convened for that purpose.

The convening of the scheme meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:
the company is not proposing to act illegally or beyond the scope of its corporate authority and the statutory provisions as to majority vote have been complied with;
the shareholders have been fairly represented at the meeting in question and the classes properly delineated;
the scheme of arrangement is such as a businessperson would reasonably approve; and
the scheme of arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority”.
If a scheme of arrangement is thus approved, the dissenting shareholders would have no rights comparable to appraisal
rights, which would otherwise ordinarily be available to dissenting shareholders of a Delaware corporation.

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Holders of ordinary shares may have difficulty obtaining or enforcing a judgment against us, and they may face difficulties in protecting their interests because we are incorporated under Cayman Islands law.

We are an exempted company limited by shares incorporated under the laws of the Cayman Islands and conduct a majority of our operations outside the United States. A significant amount of our assets are located outside the United States. A majority of our officers and directors reside outside the United States and substantial portion of the assets of those persons are located outside of the United States. As a result, it could be difficult or impossible for you to bring an action against us or against these individuals outside of the United States in the event that you believe that your rights have been infringed upon under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands could render you unable to enforce a judgment against our assets or the assets of our directors and officers.

Our corporate affairs are governed by our Articles, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under the laws of the Cayman Islands are not as clearly defined as under statutes or judicial precedent in existence in jurisdictions in the United States. Therefore, you may have more difficulty protecting your interests than would shareholders of a corporation incorporated in a jurisdiction in the United States, due to the comparatively less well developed Cayman Islands law in this area.

Shareholders of Cayman Islands exempted companies such as ours have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders. Our directors have discretion under our Articles to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

The courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, the judgment must be obtained in a court of law which had jurisdiction over the judgment debtor, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings, including if concurrent proceedings are being brought elsewhere.

We are not aware nor have we been advised of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. Generally, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against (for example) our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply including, for example, in circumstances in which those who control the company are perpetrating a “fraud on the minority.”

A shareholder may have a direct right of action against us where the individual rights of that shareholder have been infringed or are about to be infringed, and may have a direct right of action against us in circumstances where our Board of Directors exercise their powers for an improper purpose (or are about to exercise their powers for an improper purpose).

Subject to limited exceptions, under Cayman Islands law, a minority shareholder may not bring a derivative action against our Board of Directors.



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We do not intend to pay dividends on our ordinary shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common shares.

We do not intend to declare and pay dividends on our ordinary shares for the foreseeable future. Therefore, you are not likely to receive any dividends on your ordinary shares for the foreseeable future. The success of an investment in our ordinary shares will depend upon any future appreciation in their value. There is no guarantee that our ordinary shares will appreciate in value or even maintain the price at which our shareholders have purchased their shares.

In the event that we did declare a dividend, such dividends and other distributions on issued and outstanding ordinary shares may only be paid out of the funds of the Company lawfully available for such purpose. Dividends and other distributions will be distributed among the holders of our ordinary shares on a pro rata basis.

Risks Relating to Taxation
 
We may become subject to taxation in the Cayman Islands, which would negatively affect our results.
 
The Government of the Cayman Islands, does not, under existing legislation, impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax upon Greenlight Re, GLRE or Viridis Re. Each of Greenlight Re, GLRE and Viridis Re have applied for and received an undertaking from the Governor-in-Cabinet of the Cayman Islands that, in accordance with Section 6 of the Tax Concessions Act (as revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking (until December 2043 in the case of Viridis Re and until January 2045 in the case of Greenlight Re and GLRE), each company will be exempt from any law which is enacted in the Cayman Islands imposing any tax on profits, income, gains or appreciations of Greenlight Re, GLRE or Viridis Re or their operations. We cannot be assured that after the expiration of the respective certificates that we would not be subject to any such tax. As the law currently stands, upon the expiration of the current exemption, it will be possible for us to apply for another 20 year exemption for each of Greenlight Re, GLRE and Viridis Re, which we plan to do. If we were to become subject to taxation in the Cayman Islands, our financial condition and results of operations could be materially and adversely affected.
 
We may be subject to United States federal income taxation.
 
Greenlight Capital Re, Greenlight Re and Viridis Re are incorporated under the laws of the Cayman Islands, and GRIL is incorporated under the laws of Ireland. These entities intend to operate in a manner that will not cause us to be treated as engaging in a trade or business within the United States and will not cause us to be subject to current United States federal income taxation on Greenlight Capital Re’s, Greenlight Re’s, Viridis Re’s and/or GRIL’s net income. However, because there are no definitive standards provided by the Internal Revenue Code, regulations or court decisions as to the specific activities that constitute being engaged in the conduct of a trade or business within the United States, and as any such determination is essentially factual in nature, we cannot provide assurance that the United States Internal Revenue Service (the “IRS”), will not successfully assert that Greenlight Capital Re, Greenlight Re, Viridis Re and/or GRIL are engaged in a trade or business within the United States. If the IRS were to successfully assert that Greenlight Capital Re, Greenlight Re, Viridis Re and/or GRIL have been engaged in a trade or business within the United States in any taxable year, various adverse tax consequences could result, including the following: Greenlight Capital Re, Greenlight Re, Viridis Re and/or GRIL may become subject to current United States federal income taxation on its net income from sources within the United States; Greenlight Capital Re, Greenlight Re, Viridis Re and/or GRIL may be subject to United States federal income tax on a portion of its net investment income, regardless of its source; and Greenlight Capital Re, Greenlight Re, Viridis Re and/or GRIL may be subject to United States branch profits tax on profits deemed to have been distributed out of the United States.
 
United States persons who own ordinary shares may be subject to United States federal income taxation on our undistributed earnings and may recognize ordinary income upon disposition of ordinary shares.
 
Passive Foreign Investment Company. Potential adverse United States federal income tax consequences, including certain reporting requirements, generally apply to any United States person who owns shares in a passive foreign investment company, or a “PFIC”. We believe that based upon implementation of our business plan, none of Greenlight Capital Re, Greenlight Re, Viridis Re or GRIL will be, or should be, a PFIC for the current taxable year or for any foreseeable future years. 
 
In general, any of Greenlight Capital Re, Greenlight Re, Viridis Re or GRIL would be a PFIC for a taxable year if either (i) 75% or more of its income constitutes “passive income” or (ii) 50% or more of its assets produce “passive income”, or are held for the production of passive income. Passive income generally includes interest, dividends and other investment income. However, under an “active insurance” exception, income is not treated as passive if it is derived in the active conduct of an insurance business by a qualifying insurance corporation. A qualifying insurance corporation is an insurance company which has applicable insurance liabilities, as reported on its annual financial statement, exceeding 25% of its total assets. Applicable insurance liabilities means, with respect to our property and casualty reinsurance business, reserves for loss and loss adjustment expenses, and excluding unearned premium reserves.
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The exception for insurance companies is intended to ensure that a qualifying insurance entity’s income is not treated as passive income, except to the extent such income is attributable to financial reserves in excess of the reasonable needs of the insurance business. We intend to operate our business with financial reserves and applicable insurance liabilities at levels that should not cause us to be deemed PFICs, although we cannot provide definitive assurance that we will be successful in structuring our operations to meet such levels nor can we ensure that the IRS will not successfully challenge our status. If we are unable to underwrite sufficient amount of risks and maintain a sufficient amount of applicable insurance liabilities, any of Greenlight Capital Re, Greenlight Re, Viridis Re or GRIL may become a PFIC.
  
In addition, sufficient risk must be transferred under an insurance entity’s contracts with its insureds in order to qualify for the insurance exception. Whether our insurance contracts possess adequate risk transfer for purposes of determining whether income under our contracts is insurance income, and whether we are predominantly engaged in an insurance business, are subjective in nature and there is little authoritative tax guidance on these issues. We cannot provide assurance that the IRS will not successfully challenge our interpretation of the scope of the active insurance company exception and our qualification for the exception. Further, the IRS may issue regulatory or other guidance that causes us to fail to qualify for the active insurance company exception on a prospective or retroactive basis. Therefore, we cannot provide definitive assurance that we will satisfy the exception for insurance companies and will not be treated as PFICs currently or in the future.
 
Controlled Foreign Corporation (“CFC”). United States persons who, directly or indirectly or through attribution rules, own 10% or more of the total combined voting power or value of our shares, which we refer to as United States 10% shareholders, may be subject to the controlled foreign corporation, or CFC, rules. Under the CFC rules, each United States 10% shareholder must annually include their pro-rata share of the CFC’s “subpart F income” and “global intangible low-tax income” in their gross income in the year earned by the CFC, even if no distributions are made. This income inclusion rule does not apply to United States persons that are partnerships. In general, a foreign insurance company will be treated as a CFC only if during the taxable year United States 10% shareholders collectively own more than 25% of the total combined voting power or total value of the entity’s shares. We believe that the dispersion of our ordinary shares among holders and the restrictions placed on transfer, issuance or repurchase of our ordinary shares, will in most cases prevent shareholders who acquire ordinary shares from being United States 10% shareholders. We cannot provide assurance, however, that these rules will not apply to you if you are or become a United States 10% shareholder. In particular, recent changes to the definition of a United States 10% Shareholder, whereby both vote and value are tested, and recent changes to the constructive ownership rules, whereby shares owned by non-United States persons can be attributed to United States persons, may increase the likelihood of these rules applying. If you are a United States person, we strongly urge you to consult your own tax advisor concerning the CFC rules.
 
Related Person Insurance Income. If: 
our gross income attributable to insurance or reinsurance policies where the direct or indirect insureds are our direct or indirect United States shareholders or persons related to such United States shareholders equals or exceeds 20% of our gross insurance income in any taxable year; and
direct or indirect insureds and persons related to such insureds owned directly or indirectly 20% or more of the voting power or value of our stock,
 
a United States person (other than a partnership) who owns ordinary shares directly or indirectly on the last day of the taxable year would most likely be required to include their pro-rata share of our related person insurance income for the taxable year in their income. This amount would be determined as if such related person insurance income were distributed proportionally to the United States persons at that date. We do not expect that we will knowingly enter into reinsurance agreements in which, in the aggregate, the direct or indirect insureds are, or are related to, owners of 20% or more of the ordinary shares. We do not believe that the 20% gross insurance income threshold will be met. However, we cannot provide assurance that this is or will continue to be the case. Consequently, we cannot provide assurance that a person who is a direct or indirect United States shareholder will not be required to include amounts in its income in respect of related person insurance income in any taxable year.
 
If a United States shareholder is treated as disposing of shares in a foreign insurance corporation that has related person insurance income and in which United States persons own 25% or more of the voting power or value of the entity’s shares, any gain from the disposition will generally be treated as a dividend to the extent of the United States shareholder’s portion of the corporation’s undistributed earnings and profits that were accumulated during the period that the United States shareholder owned the shares. In addition, the shareholder will be required to comply with certain reporting requirements, regardless of the amount of shares owned by the direct or indirect United States shareholder. Although not free from doubt, we believe these rules should not apply to dispositions of ordinary shares because Greenlight Capital Re is not directly engaged in the insurance business and because proposed United States Treasury regulations applicable to this situation appear to apply only in the case of shares of corporations that are directly engaged in the insurance business.
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We cannot provide assurance, however, that the IRS will interpret the proposed regulations in this manner or that the proposed regulations will not be promulgated in final form in a manner that would cause these rules to apply to dispositions of ordinary shares.

United States tax-exempt organizations who own ordinary shares may recognize unrelated business taxable income.
 
If you are a United States tax-exempt organization you may recognize unrelated business taxable income if a portion of our subpart F insurance income is allocated to you. In general, subpart F insurance income will be allocated to you if we are a CFC as discussed above and you are a United States 10% shareholder or there is related person insurance income and certain exceptions do not apply. Although we do not believe that any United States persons will be allocated subpart F insurance income, we cannot provide assurance that this will be the case. If you are a United States tax-exempt organization, we advise you to consult your own tax advisor regarding the risk of recognizing unrelated business taxable income.

The Tax Cuts and Jobs Act (“TCJA”) may cause us to undertake changes to the manner in which we conduct our business and could subject United States persons who own ordinary shares to United States income taxation on our undistributed earnings. 
On December 22, 2017, the TCJA was signed into law. The TCJA provides a bright-line test that a non-U.S. insurance company only will receive the benefit, for passive foreign investment company purposes, of being engaged in the active conduct of an insurance business if its applicable insurance liabilities constitute more than 25% of its total assets. For this purpose, the term “applicable insurance liabilities” does not include unearned premium reserves. One of the TCJA’s potential impacts is that this limitation could result in the treatment of offshore insurers or reinsurers that write business on a low frequency/high severity basis, such as property catastrophe companies and financial guaranty companies, as PFICs, as significant reserves for losses may not be recorded until a catastrophic event actually occurs. Accordingly, subject to any future corrections or clarifications that may be made to the TCJA, or any additional regulations that may be promulgated thereunder, the Company will be treated as a PFIC for any taxable year in which it does not meet the bright-line applicable insurance liabilities requirement of the TCJA.

At December 31, 2024, we met the bright-line applicable insurance liabilities test. However, there is still substantial uncertainty regarding the application of the test. We cannot guarantee that we will continue to meet the bright-line applicable insurance liabilities test in future periods. In the event that we cannot meet this test, shareholders that are United States persons will be subject to United States income taxation on our undistributed earnings.

Further changes in United States tax regulations and laws including the rules regarding passive foreign investment companies could have a material impact on our ability to qualify for the insurance company exemption and/or change our status for United States persons who own ordinary shares.

A non-U.S. corporation will generally be considered a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes, in any taxable year if either (i) at least 75% of its gross income for such year is passive income or (ii) at least 50% of the value of its assets is attributable to assets that produce or are held for the production of passive income.

Based on our past and current projections of our income and assets, we do not expect the Company to be a PFIC for the 2024 taxable year or for the foreseeable future. However, since our projections may differ from our actual business results and our market capitalization and value of our assets may fluctuate, we cannot definitively assure you that we will not be or become a PFIC in the current taxable year or any future taxable year.

We are monitoring developments with respect to both the applicable insurance liabilities test and the IRS regulations. At this time, we cannot predict whether or what, if any, additional regulations will be adopted or additional legislation will be enacted. If regulations are adopted or legislation enacted that cause us to fail to meet the requirements of the insurance company exception, or if we fail to meet the applicable insurance liabilities test such failure could have a material adverse effect on the taxation of our shareholders who are U.S. persons. In that event we may undertake further changes to the manner in which we conduct our business, which also could have a material effect on our results of operations.

The tax laws and interpretations regarding whether an entity is engaged in a United States trade or business, is a CFC, has related party insurance income or is a PFIC are subject to change, possibly on a retroactive basis. New regulations or pronouncements interpreting or clarifying such rules may be forthcoming from the IRS. We are not able to predict if, when or in what form such guidance will be provided and whether such guidance will have a retroactive effect.



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The TCJA may have a detrimental effect on the Company and its assets.

The regulatory and tax environment globally is evolving, and changes in the regulation or taxation of the Company and its assets may materially adversely shareholders. The TCJA among other things, made significant changes to the rules applicable to the taxation of the Company and its assets, such as changing the rules applicable to active insurance income for passive foreign investment company purposes (discussed above), changing rules applicable to controlled foreign investment company purposes, new base erosion rules, changing the general corporate tax rate to a flat 21% rate, modifying the rules regarding limitations on certain deductions, introducing a capital investment deduction in certain circumstances, placing certain limitations on the interest deduction, modifying the rules regarding the usability of certain net operating losses, and the migration from a worldwide system of taxation to a modified territorial system. At this time the ultimate outcome of the legislation on the Company and its shareholders is uncertain and could be adverse. Shareholders should consult their own tax advisors regarding potential changes in tax laws.

If investments held by GRIL are determined not to be integral to the reinsurance business carried on by GRIL, additional Irish tax could be imposed and our business and financial results could be materially adversely affected.

Based on administrative practice, taxable income derived from investments made by GRIL is generally taxed in Ireland at the rate of 12.5% on the grounds that such investments either form part of the permanent capital required by regulatory authorities, or are otherwise integral to the reinsurance business carried on by GRIL. GRIL intends to operate in such a manner so that the level of investments held by GRIL does not exceed the amount that is integral to the reinsurance businesses carried on by GRIL. If, however, investment income earned by GRIL exceeds these thresholds or if the administrative practice of the Irish Revenue Commissioners changes, Irish corporation tax could apply to such investment income at a higher rate (currently 25%) instead of the general 12.5% rate, and our results of operations could be materially adversely affected.
 
The impact of the initiative of the OECD and the EU to eliminate harmful tax practices is uncertain and could adversely affect our tax status in the Cayman Islands where we are exempt from income taxes. 

The OECD has published reports and launched a global dialogue among member and non-member countries on measures to limit harmful tax competition. These measures are largely directed at counteracting the effects of tax neutral jurisdictions and preferential tax regimes in countries around the world. The Cayman Islands was removed from the EU’s list of non-cooperative jurisdictions for tax purposes in October 2020 following the introduction of economic substance and private funds legislation and it is considered to be a country which co-operates with the EU with no pending commitments. While the Cayman Islands is currently on the list of co-operative jurisdictions, we are not able to predict if additional requirements will be imposed, and if so, whether changes arising from such additional requirements will subject us to additional taxes. The Cayman Islands’ economic substance legislation was evaluated in June 2019 by the OECD’s Forum on Harmful Tax Practices as “not harmful”, which is the highest rating possible. There are no immediate regulatory, tax, trade or other legal impacts to the Company, but we are not able to predict any future EU actions.

On October 8, 2021, the OECD announced an accord endorsing and providing an implementation plan for a global minimum tax rate of at least 15% for large multinational corporations on a jurisdiction-by-jurisdiction basis, known as “Pillar Two.” While the Company is not currently aware of any definitive actions being taken in the Cayman Islands to implement a minimum tax, in Ireland, a bill implementing Pillar Two was signed into law on December 18, 2023, including an “undertaxed profit rule” that will come into effect in 2025. In the United Kingdom, legislation implementing an “undertaxed profit rule” under Pillar Two with effect as of 2025 was included in the Finance Bill 2024-2025. If the Cayman Islands does not adopt a minimum tax, the undertaxed profits rule may allow Irish or United Kingdom tax authorities to collect more tax from our Irish or United Kingdom companies. The global minimum tax rules implemented in different jurisdictions (including the undertaxed profit rule) would apply to overseas profits of multinational firms with annual revenue of more than €750 million. While these global minimum tax rules are not expected to apply to the Company as currently proposed and being implemented in jurisdictions applicable to the Company’s operations, due to the Company’s revenues currently falling below the proposed annual revenue threshold, adjustments to the threshold or continued growth of the Company’s revenues could impact the Company in future periods. Further, even if the Company did eventually meet the applicable threshold due to continued revenue growth or otherwise, then given the size and structure of the Company, the Company may be eligible to meet an initial phase transitional safe harbor provided for in the model rules of the accord (and incorporated into the Irish and UK legislation), which provides relief from taxation under the accord for a period of up to five additional years after the Company comes within the scope of the rules.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 1C. CYBERSECURITY

Cybersecurity is a complex and constantly evolving risk that we are committed to understanding and mitigating. The foundation of our information security practices is rooted in the principles set forth by the National Institute of Standards and Technology ("NIST"), ensuring a robust and comprehensive approach to safeguarding our digital assets. This program provides standards, guidelines, and best practices for improving our cybersecurity risk management. To effectively manage our cybersecurity risk, we employ a comprehensive approach encompassing risk assessment, identification, and mitigation, all aligned with the rigorous standards and principles. Cybersecurity and IT compliance risk metrics are monitored regularly to assess, identify, manage and protect our environment. Periodic audits of IT and Cybersecurity are carried out as part of internal and external audits, are performed by professionals and form a part of our overall risk management system and processes.

Our approach to third-party cybersecurity underscores a commitment to robust risk management and adherence to industry best practices. By implementing comprehensive measures in line with recognized standards, we ensure that our third-party cybersecurity protocols are aligned with rigorous standards. Regular assessments, SOC reviews, and collaborative efforts are integral components of our strategy, aimed at fostering a secure and resilient ecosystem that safeguards sensitive information and maintains the integrity of our digital infrastructure in partnership with external entities.

We have a Chief Information Security Officer ("CISO") and have an IT Steering Committee ("ITSC"). Our CISO is responsible for establishing the cybersecurity vision for the Company, determining and prioritizing cybersecurity initiatives, and keeping abreast of developing security threats. The ITSC reports to the Board and Audit Committee, is chaired by our Head of IT and Software Development (“Head of IT”), and has our CISO, CFO, COO, and SEC Reporting Officer as some of its members. Our CISO brings over three decades of expertise in the IT Industry and is a member of ISACA, showcasing a rich portfolio of industry certifications like the Certified Information Security Manager (“CISM”), Certified Data Privacy Solutions Engineer (“CPDSE”), and Microsoft Certified Systems Engineer (“MCSE”). The CISO also holds accreditations from vendors such as CISCO and Microsoft. Our Head of IT brings two decades of experience in aligning technology initiatives with business goals and managing IT strategy. With a background of over 15 years in insurance and reinsurance, the Head of IT is responsible for ensuring the implementation and adherence to governance and cybersecurity frameworks. Other members of the ITSC hold relevant qualifications and collectively, the ITSC has substantial experience and expertise in cybersecurity, risk, strategy, and management.

The ITSC meets at least quarterly to discuss and approve IT and Cybersecurity matters. The ITSC produces and approves an annual IT budget, as well as an Incident Management and Response plan through which the CISO and the ITSC are informed about cybersecurity incidents.

To assist with mitigating the risks of cybersecurity threats, periodic cybersecurity training is provided to employees, vendors, and members of the Board. Further, to mitigate risk arising from our relationships with third-parties, key vendors must be SOC 2 compliant, as determined in accordance with the framework developed by the American Institute of Certified Public Accountants, or undertake the Company’s enhanced due diligence process. Periodic testing is performed, and all material incidents are reported to the Board.

IT and cybersecurity are a standing Board agenda item, with quarterly presentations to the Board from the IT leadership quarterly. Our Audit Committee assists the Board in its oversight responsibilities regarding our systems, policies, and procedures relating to technology and cybersecurity. The Audit Committee’s charter mandates that the Audit Committee reviews our technology and cybersecurity systems, policies, and procedures (including those relating to our assessment of third-party provider cybersecurity controls) with management. The Audit Committee is further tasked with discussing with management the policies with respect to risk assessment and risk management, including those related to technology and cybersecurity. An IT and Cybersecurity presentation is made to the Audit Committee quarterly and additionally as needed, to inform it of any new or emerging cybersecurity threats or risks.

We have not identified or experienced any cybersecurity threats or incidents likely to materially affect our business strategy, results of operations, or financial conditions.

See “Item 1A. Risk Factors — Risks Relating to Our Business — Technology breaches or failures, including those resulting from a malicious ransomware or cyber-attack on us or our business partners and service providers, could disrupt or otherwise negatively impact our business.”

ITEM 2. PROPERTIES

We lease office space in Grand Cayman, Cayman Islands, where our principal executive office is located. Additionally, we lease office spaces in the United Kingdom and Ireland. We renew and enter into new leases in the ordinary course of business.

We believe that our office space is sufficient for us to conduct our operations for the foreseeable future. For further discussion of our lease commitments at December 31, 2024, refer to Note 16 “Commitments and Contingencies” of the consolidated financial statements.
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ITEM 3. LEGAL PROCEEDINGS
 
From time to time, in the normal course of business, we may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation, the outcomes of which determine our rights and obligations under our reinsurance contracts and other contractual agreements. In some disputes, we may seek to enforce our rights under an agreement or to collect funds owing to us. In other matters, we may resist attempts by others to collect funds or enforce alleged rights. While the final outcome of legal disputes cannot be predicted with certainty, we do not believe that any of our existing contractual disputes, when finally resolved, will have a material adverse effect on our business, financial condition or operating results. 

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.
 
PART II
 
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information and number of holders
 
Our ordinary shares are listed on the Nasdaq Global Select Market under the symbol “GLRE.” During 2023, we eliminated our dual-class share structure (see Note 10 “Share Capital” of the consolidated financial statements). 
 
On March 7, 2025, there were 67 holders of record of our ordinary shares. This figure does not include the beneficial owners of our ordinary shares held in “street name” or held through participants in depositories, such as the Depository Trust Company.
 
Dividends
 
Since inception, we have not paid any cash dividends on our ordinary shares.
 
Holders of ordinary shares are entitled to receive dividends when, as, and if declared by the Board of Directors in accordance with the provisions of our Articles and the Companies Law. In the event of a liquidation, dissolution, or winding-up of the Company, the holders of ordinary shares are entitled to share equally and ratably in our assets, if any remain after the payment of all of our debts and liabilities and the liquidation preference of any outstanding preferred shares.

We currently do not intend to declare and pay dividends on our ordinary shares in the foreseeable future. Our Board of Directors would only approve a dividend after taking into account our capital and liquidity position. In addition, a credit facility prohibits us from paying dividends (i) during an event of default as defined in the credit agreement, (ii) if such payment would reasonably be expected to have a material adverse effect on the Company and its subsidiaries or (iii) if we are not in compliance with certain specified financial covenants pertaining to leverage, capital requirements and minimum liquidity. Our future dividend policy will also depend on the requirements of any future financing agreements to which we may be a party and other factors considered relevant by our Board of Directors, such as our results of operations and cash flows, our financial position, and capital requirements, general business conditions, rating agency guidelines, legal, tax, regulatory and any contractual restrictions on the payment of dividends. Further, any future declaration and payment of dividends are discretionary, and our Board of Directors may, at any time, modify or revoke our dividend policy on our ordinary shares. Finally, our ability to pay dividends also depends on the ability of our subsidiaries to pay dividends to us. Although Greenlight Capital Re is not subject to any significant legal prohibitions on the payment of dividends, Greenlight Re and GRIL are subject to regulatory constraints that affect their ability to pay dividends and include minimum net worth requirements. At December 31, 2024, Greenlight Re and GRIL both exceeded the minimum statutory capital requirements. Any dividends we pay will be declared and paid in U.S. dollars.

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Performance Graph

Presented below is a line graph comparing the yearly change in the cumulative total shareholder return on our ordinary shares for the five year period commencing December 31, 2019 through December 31, 2024 against the total return index for the Russell 2000 Index, or RUT, and the S&P 500 Property & Casualty Insurance Index, or S&P Insurance Index, for the same period. The performance graph assumes $100 invested on December 31, 2019 in the ordinary shares of Greenlight Capital Re, the RUT and the S&P Insurance Index. The performance graph also assumes that all dividends are reinvested.


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The performance reflected in the graph above is not necessarily indicative of future performance.

This graph and related information presented is not “soliciting material,” is not deemed filed with the SEC, is not subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference in any filing by us under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Refer to Note 10 “Share Capital” of the consolidated financial statements for a summary of our share repurchase plan (the “Plan”). There were no share repurchases made during the quarter ended December 31, 2024.


ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management’s discussion and analysis (“MD&A”) of the financial condition and results of operations for the years ended December 31, 2024, and 2023. Except for the “Results by Segment” section of this MD&A, comparisons between 2023 and 2022 have been omitted from this Annual Report, but may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC. Accordingly, this information is incorporated by reference.

This discussion and analysis should be read in conjunction with our audited consolidated financial statements and notes thereto presented in “Part II, Item 8. Financial Statements and Supplementary Data” of this Annual Report. Unless otherwise noted, tabular dollars are in thousands, except per share amounts. Amounts may not reconcile due to rounding differences.
              Page

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Overview

Business Overview
 
We are a global specialty property and casualty reinsurer headquartered in the Cayman Islands, with an underwriting and investment strategy that we believe differentiates us from most of our competitors. Our goal is to build long-term shareholder value by providing risk management solutions to the insurance, reinsurance, and other risk marketplaces. Refer to “Part 1, Item 1. Business” for additional information.
 
We earned a net income of $42.8 million for the year ended December 31, 2024, a decrease of $44.0 million, or 51% compared to the prior year, predominantly due to higher losses from catastrophe and weather-related events (collectively referred as “CAT losses”), coupled with unfavorable foreign exchange movement in 2024.

The following is a summary of our financial performance for the year ended December 31, 2024, compared to the prior year:
•Gross premiums written was $698.3 million, an increase of 9.7%;
•Net premiums earned was $620.0 million, an increase of 6.3%;
•Net underwriting loss was $8.2 million, compared to net underwriting income of $32.0 million;
•Total investment income was $79.6 million, an increase of 10.3% (including 9.8% net return from our investment in Solasglas, compared to 9.4%);
•Foreign exchange losses were $5.6 million, compared to foreign exchange gains of $11.6 million;
•Diluted EPS was $1.24, compared to $2.50, a decrease of 50%; and
•Fully diluted book value per share was $17.95, an increase of $1.21, or 7.2%.

Outlook and Trends

Reinsurance market conditions

As the key January 1, 2025, renewal period progressed, we saw increased competition which put pressure on headline rate; however, attachment points and other terms & conditions largely held firm. We were able to achieve signings to construct a diversified portfolio that met our risk appetite and profitability requirements. Looking forward to 2025, we believe that market conditions are still broadly, but not uniformly, positive. We will continue to write business where we believe the price adequately compensates us for the risk.

General economic conditions

There are many factors contributing to an uncertain global economic outlook, and in particular, we believe that inflationary trends of recent years could persist. We continue to consider the potential impact of relevant economic factors on our underwriting portfolio. On the investment side, DME Advisors regularly monitors and re-positions Solasglas’ investment portfolio to manage the impact of inflation on its underlying investments and holds macro positions to benefit from a rising inflationary environment.


Revenues and Expenses

Revenues

We derive our revenues from two principal sources: 

•premiums from reinsurance on property and casualty business assumed (net of any premiums ceded) - see “Critical Accounting Estimates” section of this MD&A; and
•income from investments, including:
•income (or loss) generated from our investment in Solasglas, net of management fee and performance compensation;
•gains (or losses) from our other investments, including Innovations-related investments; and
•interest income on our cash and cash equivalents and FAL.

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In addition, we may from time to time derive other income from foreign exchange gains (or losses) relating to underwriting balances, net investment income from Lloyd’s syndicates, fees generated from advisory services, and fees relating to overrides, profit commissions, and fees due upon the early termination of contracts.

Expenses

Our expenses consist primarily of the following: 
 
underwriting losses and LAE;
acquisition costs;
underwriting expenses
corporate and other expenses; and
interest expense on deposit-accounted contracts and debt.

The extent of our net losses and LAE incurred is a function of the amount and type of reinsurance contracts we write and the loss experience of the underlying coverage. Refer to “Critical Accounting Estimates” section of this MD&A.

Acquisition costs consist primarily of brokerage fees, ceding commissions, premium taxes, profit commissions, letters of credit and trust fees, and federal excise taxes. We amortize deferred acquisition costs relating to successfully bound reinsurance contracts over the related contract term.

Underwriting expenses consist primarily of compensation costs related to our underwriting activities, in addition to an allocation of corporate overhead costs.

Corporate and other expenses consist primarily of compensation costs related to non-underwriting activities, including Innovations related investments and corporate personnel. Additionally, these also include professional fees (non-claim related), travel and entertainment, information technology, rent, and other general operating costs, net of an allocation to underwriting expenses.

Deposit interest expense relates to the accretion costs for deposit-accounted contracts that did not meet the risk transfer condition for reinsurance accounting under U.S. GAAP.

Interest expense consists of interest paid and accrued on our debt and the amortization of the related deferred financing costs.


Key Financial Measures and Non-GAAP Measures

Management uses certain key financial measures, some of which are not prescribed under U.S. GAAP rules and standards (“non-GAAP financial measures”), to evaluate our financial performance, financial position, and the change in shareholder value. Generally, a non-GAAP financial measure, as defined in SEC Regulation G, is a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented under U.S. GAAP. We believe that these measures, which may be calculated or defined differently by other companies, provide consistent and comparable metrics of our business performance to help shareholders understand performance trends and facilitate a more thorough understanding of the Company’s business. Non-GAAP financial measures should not be viewed as substitutes for those determined under U.S. GAAP.

We use the following non-GAAP financial measure in this Annual Report.

Fully Diluted Book Value Per Share

Our primary financial goal is to increase fully diluted book value per share over the long term. We use fully diluted book value as a financial measure in our incentive compensation plan.

We believe that long-term growth in fully diluted book value per share is the most relevant measure of our financial performance because it provides management and investors a yardstick to monitor the shareholder value generated. Fully diluted book value per share may also help our investors, shareholders, and other interested parties form a basis of comparison with other companies within the property and casualty reinsurance industry. Fully diluted book value per share should not be viewed as a substitute for the most comparable U.S. GAAP measure, which in our view is the basic book value per share.
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We calculate basic book value per share as (a) ending shareholders' equity, divided by (b) the total ordinary shares issued and outstanding, as reported in the consolidated financial statements.

Fully diluted book value per share represents basic book value per share combined with any dilutive impact of in-the-money stock options and all outstanding restricted stock units, or “RSUs”. We believe these adjustments better reflect the ultimate dilution to our shareholders.

The following table presents a reconciliation of the fully diluted book value per share to basic book value per share (the most directly comparable U.S. GAAP financial measure):
December 31, 2024 December 31, 2023 December 31, 2022
Numerator for basic and fully diluted book value per share:  
Total equity as reported under U.S. GAAP $ 635,879  $ 596,095  $ 503,120 
Denominator for basic and fully diluted book value per share:
Ordinary shares issued and outstanding as reported and denominator for basic book value per share 34,831,324  35,336,732  34,824,061 
Add: In-the-money stock options (1) and all outstanding RSUs
590,001  264,870  277,960 
Denominator for fully diluted book value per share 35,421,325  35,601,602  35,102,021 
Basic book value per share $ 18.26  $ 16.87  $ 14.45 
Increase in basic book value per share ($)
$ 1.39  $ 2.42  $ 0.40 
Increase in basic book value per share (%)
8.2  % 16.8  % 2.8  %
Fully diluted book value per share $ 17.95  $ 16.74  $ 14.33 
Increase in fully diluted book value per share ($)
$ 1.21  $ 2.41  $ 0.34 
Increase in fully diluted book value per share (%)
7.2  % 16.8  % 2.4  %
(1) Assuming net exercise by the grantee.




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Consolidated Results of Operations

The table below summarizes our consolidated operating results.

2024 2023
Change
Underwriting results:
Gross premiums written $ 698,335  $ 636,810  $ 61,525 
Net premiums written $ 621,265  $ 594,048  $ 27,217 
Net premiums earned $ 619,954  $ 583,147  $ 36,807 
Net loss and LAE incurred:
  Current year
(406,465) (348,798) (57,667)
Prior year (1)
(20,804) (11,206) (9,598)
Net loss and LAE incurred
(427,269) (360,004) (67,265)
Acquisition costs (176,775) (168,877) (7,898)
Underwriting expenses (22,857) (19,587) (3,270)
Deposit interest income (expense), net
(1,228) (2,687) 1,459 
Net underwriting income (loss)
(8,175) 31,992  (40,167)
Investment results:
Income from investment in Solasglas 33,605  28,696  4,909 
Net investment income 45,954  43,408  2,546 
Total investment income
79,559  72,104  7,455 
Corporate and other expenses (16,377) (23,653) 7,276 
Foreign exchange gains (losses) (5,606) 11,566  (17,172)
Other income, net —  265  (265)
Interest expense (5,836) (5,344) (492)
Income tax expense (749) (100) (649)
Net income $ 42,816  $ 86,830  $ (44,014)
Diluted earnings per share
$ 1.24  $ 2.50  $ (1.26)
Underwriting ratios:
Current year attritional loss ratio
56.3  % 54.9  % 1.4  %
CAT loss ratio
9.3  % 4.9  % 4.4  %
Current year loss ratio
65.6  % 59.8  % 5.8  %
Prior year reserve development ratio
3.4  % 1.9  % 1.5  %
Loss ratio 69.0  % 61.7  % 7.3  %
Acquisition cost ratio 28.5  % 29.0  % (0.5) %
Composite ratio 97.5  % 90.7  % 6.8  %
Underwriting expense ratio 3.9  % 3.8  % 0.1  %
Combined ratio 101.4  % 94.5  % 6.9  %
1 The net financial impact associated with changes in the estimate of losses incurred in prior years, which incorporates earned reinstatement premiums assumed and ceded, adjustments to assumed and ceded acquisition costs, and deposit interest income and expense, was a loss of $21.8 million in 2024 (2023: $15.7 million).

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Consolidated Results of Operations for 2024 compared to 2023

Basic book value per share increased by $1.39 per share, or 8.2%, to $18.26 per share from $16.87 per share at December 31, 2023. Fully diluted book value per share increased by $1.21 per share, or 7.2%, to $17.95 per share from $16.74 per share at December 31, 2023.

For the year ended December 31, 2024, net income decreased by $44.0 million to $42.8 million, driven mainly by the following:

•Underwriting income: Decreased by $40.2 million due to 6.9 percentage points increase in our combined ratio, driven predominantly by an increase in current year attritional and CAT loss ratios. Refer to the “Results by Segment” section of the MD&A for further discussion and analysis.
.
•Investment income: Increased by $7.5 million primarily driven by an increase in income from our investment in Solasglas, which reported a gain of $33.6 million in 2024, compared to $28.7 million in 2023. Solasglas generated a net return of 9.8% for the year ended December 31, 2024, compared to a net return of 9.4% for the same period in 2023. Additionally, we earned additional investment income on funds withheld by third party Lloyd’s syndicates. The Lloyd’s syndicates invest a portion of these funds in fixed maturity securities, equities, and investment funds. We record our share of the investment income and fair value adjustments on these securities when the syndicates report them to us, generally on a quarter in arrears. See Note 13 “Net Investment Income” of the consolidated financial financial statements for further details.

•Corporate and other expenses: Decreased by $7.3 million mainly due to non-recurring severance costs included in 2023, including $4.3 million relating to the separation agreement entered with our former CEO, and lower incentive compensation costs in light of the Company’s weaker performance in 2024. This was partially offset by the increase in other non-underwriting personnel and overhead costs in addition to technology investment to support the business growth.

•Foreign exchange gains (losses): $5.6 million foreign exchange losses for 2024, compared to $11.6 million foreign exchange gains for 2023, driven mainly by a weaker pound sterling movement against the U.S. dollar in 2024.

•Interest expense: Increased by $0.5 million primarily due to unfavorable fair value movement on the interest rate swaps used to partially hedge the Term Loans; offset partially by lower interest expense driven by a decrease in the average outstanding Term Loans balance in 2024.


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Results by Segment

During the fourth quarter of 2024, we have revised our operating segments to Open Market and Innovations. See Note 17 “Segment Reporting” for the consolidated segment net income before taxes in 2024, including a reconciliation to net income as reported under U.S. GAAP. Comparatives have been recast to conform with the new reportable segments.

The following is a further discussion and analysis for each reporting segment.

Open Market Segment

Results for the Open Market segment were as follows:

Year ended December 31,
2024
% Change
2023
% Change
2022
Gross premiums written
$ 603,798  19.7  % $ 504,435  11.5  % $ 452,541 
Net premiums written
$ 541,446  16.1  % $ 466,544  6.6  % $ 437,799 
Net premiums earned
$ 511,922  9.7  % $ 466,751  13.6  % $ 410,877 
Net loss and LAE incurred
(341,586) (262,290) (268,659)
Acquisition costs
(144,852) (136,356) (125,296)
Other underwriting expenses
(19,175) (16,827) (11,867)
Deposit interest expense, net
(1,228) (2,687) (6,717)
Underwriting income (loss)
5,081  48,591  (1,662)
Net investment income
42,629  14.1  % 37,351  662.6  % 4,898 
Income before income taxes
$ 47,710  $ 85,942  $ 3,236 
Underwriting ratios:
2024
% Point Change
2023 % Point Change 2022
Loss ratio
66.7  % 10.5  % 56.2  % (9.2) % 65.4  %
Acquisition cost ratio
28.3  % (0.9) % 29.2  % (1.3) % 30.5  %
Composite ratio
95.0  % 9.6  % 85.4  % (10.5) % 95.9  %
Underwriting expenses ratio
4.0  % (0.2) % 4.2  % (0.3) % 4.5  %
Combined ratio
99.0  % 9.4  % 89.6  % (10.8) % 100.4  %

Gross Premiums Written

Gross premiums written by line of business were as follows:

% Change
2024 2023 2022 2024 to 2023 2023 to 2022
Casualty
$ 92,471  15.3  % $ 86,081  17.1  % $ 82,524  18.2  % 7.4  % 4.3  %
Financial
63,679  10.5  % 46,296  9.2  % 63,452  14.0  % 37.5  % (27.0) %
Health
217  —  % 224  —  % 227  0.1  % (3.1) % (1.3) %
Multiline
181,140  30.0  % 198,037  39.3  % 205,743  45.5  % (8.5) % (3.7) %
Property
87,922  14.6  % 75,820  15.0  % 31,347  6.9  % 16.0  % 141.9  %
Specialty
178,369  29.6  % 97,977  19.4  % 69,248  15.3  % 82.1  % 41.5  %
Total $ 603,798  100.0  % $ 504,435  100.0  % $ 452,541  100.0  % 19.7  % 11.5  %

Gross premiums written in 2024 increased by $99.4 million or 19.7%, compared to 2023. The increase was predominantly attributable to the following lines of business:
•Financial: new excess of loss treaties in our financial multiline business and an increase in premium volume for our transactional liability business.
•Property: improved pricing in our commercial and property catastrophe business.
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•Specialty: improved pricing and new customers in our marine and energy (M&E) business, including Lloyd’s whole account excess of loss treaties. Additionally, there was an increase of $9.0 million in reinstatement premiums attributable to the 2024 CAT events, in particular for the Baltimore Bridge collapse.

The above was partially offset by the decrease in our multiline business, driven by two non-renewed FAL accounts on January 1, 2024; offset by premium growth from the remaining third-party FAL business.

Gross premiums written in 2023 increased by $51.9 million or 11.5%, compared to 2022. The increase was predominantly attributable to property and specialty lines due to improved pricing and new business. This was partially offset mostly by a decrease in financial line predominantly due to lower level of activity in transactional liability business.

Net Premiums Written

Ceded premiums written in 2024 was $62.4 million, resulting in net premiums written of $541.4 million, compared to $37.9 million and $466.5 million, respectively, in 2023. The increase in ceded premiums written of 64.6% was primarily within our specialty line driven by additional retrocessional coverage to manage our overall exposure to aviation, marine and energy classes of business and to reinstate certain retrocession excess of loss treaties in which the full coverage was presumed exhausted primarily from the Baltimore Bridge loss event in 2024 and the Russian-Ukraine conflict event in 2022. Additionally, we had an increase in quota share retrocessions due to growth from inward property and M&E business.

Ceded premiums written in 2023 was $37.9 million, resulting in net premiums written of $466.5 million, compared to $14.7 million and $437.8 million, respectively, in 2022. The increase in ceded premiums written of 157.0% was predominantly attributable to an increase in quota share retrocessions due to growth from inward property business.

Net Premiums Earned

Net premiums earned by line of business were as follows:
% Change
  2024 2023
2022
2024 to 2023
2023 to 2022
Casualty
$ 89,213  17.4  % $ 82,365  17.6  % $ 78,160  19.0  % 8.3  % 5.4  %
Financial
56,903  11.1  % 56,195  12.0  % 56,952  13.9  % 1.3  % (1.3) %
Health
217  —  % 224  —  % 5,507  1.3  % (3.1) % (95.9) %
Multiline
191,849  37.5  % 205,573  44.0  % 196,974  47.9  % (6.7) % 4.4  %
Property
49,262  9.6  % 35,853  7.8  % 20,781  5.1  % 37.4  % 72.5  %
Specialty
124,477  24.4  % 86,541  18.6  % 52,503  12.8  % 43.8  % 64.8  %
Total $ 511,921  100.0  % $ 466,751  100.0  % $ 410,877  100.0  % 9.7  % 13.6  %

Net premiums earned in 2024 increased by $45.2 million or 9.7%, compared to 2023. Further, net premiums earned in 2023 increased by $55.9 million or 13.6%, compared to 2022. The increase (decrease) in net premiums earned by line of business is relatively consistent with the trends noted for the gross premiums written. The change is also influenced by the amount and timing of net premiums written during the current year and prior years, coupled with the business mix written in the form of excess of loss versus proportional contracts. Additionally, within the financial line and certain specialty line classes, the gross premiums written are earned over multiple years, corresponding with the anticipated risk coverage period.

Loss ratio

The components of the loss ratio were as follows:
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Year ended December 31,
2024
% Point Change
2023
% Point Change
2022
Current year:
  Attritional loss ratio
56.8  % 4.6  % 52.2  % (5.0) % 57.2  %
  CAT losses
7.0  % 3.7  % 3.3  % (5.7) % 9.0  %
Current year loss ratio
63.8  % 8.3  % 55.4  % (10.7) % 66.2  %
Prior year reserve development ratio
2.9  % 2.1  % 0.8  % 1.6  % (0.8) %
Loss ratio
66.7  % 10.5  % 56.2  % (9.2) % 65.4  %

Current Year Loss Ratio

The current year loss ratio in 2024 increased by 8.3%, compared to 2023 due to:
•4.6% increase in attritional loss ratio in 2024, driven mainly by higher reserve estimates for the growing in-force casualty, specialty and property lines of business.
•3.7% increase in CAT losses, net of reinsurance, primarily attributable to more severe CAT loss events in 2024 including the Baltimore Bridge collapse and Hurricanes Helene and Milton, compared to one major CAT event in 2023 (the Mexican state-owned oil platform fire loss).

The current year loss ratio in 2023 decreased by 10.7%, compared to 2022 due to:
•5.0% decrease in attritional loss ratio 2024, driven mainly by a change in business mix coupled with lower attritional loss estimates, principally on property and specialty lines of business that performed strongly; and
•5.7% decrease in CAT losses, net of reinsurance, primarily attributable to lower volume and less severe CAT loss events in 2023, compared to two major CAT events in 2022 (Hurricane Ian and the Russian-Ukrainian conflict).

Prior Year Reserve Development Ratio

Prior year reserve development ratio increased by 2.1% in 2024 compared to 2023, and by 1.6% in 2023 compared to 2022. Refer to Note 7 Loss and LAE Reserves to the consolidated financial statements for further details on the lines of business and prior year development.

Acquisition cost ratio

The acquisition cost ratio decreased to 28.3% in 2024 from 29.2% in 2023, primarily due business mix and higher ratio of excess of loss contracts at lower commission rates than quota share reinsurance contracts; partially offset by higher acquisition costs for certain 2023 and 2024 FAL business in our multiline business.

The acquisition cost ratio decreased to 29.2% in 2023 from 30.5% in 2022, primarily due to business mix and higher ratio of excess of loss contracts at lower commission rate than quota share reinsurance contracts.

Underwriting expense ratio

The underwriting expense ratio decreased marginally by 0.2% to 4.0% in 2024 compared to 2023, mainly due to an increase in net premiums earned, partially offset by an increase in personnel to support the business growth.

The underwriting expense ratio decreased marginally by 0.3% to 4.2% in 2023 compared to 2022, mainly due to lower interest expense on deposit-accounted contracts and an increase in net premiums earned. This was partially offset by an increase in personnel to support the business growth.

Income before income taxes

The income before income taxes for Open Market decreased by $38.2 million to $47.7 million in 2024 compared to 2023, driven predominantly by lower underwriting profits; partially offset by an increase in investment income on funds withheld by third party Lloyd’s syndicates.

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The income before income taxes for Open Market increased by $82.7 million to $85.9 million in 2023 compared to 2022, driven by strong underwriting profits; coupled with an increase in investment income driven mostly by favorable interest rate environment.

Innovations Segment

Results for the Innovations segment were as follows:

Year ended December 31,
2024
% Change
2023
% Change
2022
Gross premiums written
$ 94,725  6.9  % $ 88,602  74.6  % $ 50,739 
Net premiums written
$ 80,016  (4.3) % $ 83,608  76.7  % $ 47,328 
Net premiums earned
$ 86,352  20.3  % $ 71,769  116.3  % $ 33,184 
Net loss and LAE incurred
(51,939) (44,855) (23,151)
Acquisition costs
(27,151) (22,381) (11,111)
Other underwriting expenses
(3,682) (2,760) (1,946)
Underwriting income (loss)
3,580  1,773  (3,024)
Net investment income
702  (74.3) % 2,732  (72.3) % 9,869 
Corporate and other expenses
(2,445) (20.6) % (3,080) (10.8) % (3,452)
Income before income taxes
$ 1,837  $ 1,425  $ 3,393 
Underwriting ratios:
2024
% Point Change
2023 % Point Change 2022
Loss ratio
60.1  % (2.4) % 62.5  % (7.3) % 69.8  %
Acquisition cost ratio
31.4  % 0.2  % 31.2  % (2.3) % 33.5  %
Composite ratio
91.5  % (2.2) % 93.7  % (9.6) % 103.3  %
Underwriting expenses ratio
4.3  % 0.5  % 3.8  % (2.1) % 5.9  %
Combined ratio
95.8  % (1.7) % 97.5  % (11.7) % 109.2  %

Gross Premiums Written

Gross premiums written by line of business were as follows:
% Change
2024 2023 2022 2024 to 2023 2023 to 2022
Casualty
$ 24,843  26.2  % $ 19,447  21.9  % $ 5,653  11.1  % 27.7  % 244.0  %
Financial
7,800  8.2  % 6,955  7.8  % 2,617  5.2  % 12.1  % 165.8  %
Health
4,631  4.9  % 3,998  4.5  % 7,201  14.2  % 15.8  % (44.5) %
Multiline
47,311  49.9  % 50,490  57.0  % 30,816  60.7  % (6.3) % 63.8  %
Specialty
10,140  10.8  % 7,712  8.8  % 4,452  8.8  % 31.5  % 73.2  %
Total $ 94,725  100.0  % $ 88,602  100.0  % $ 50,739  100.0  % 6.9  % 74.6  %

Gross premiums written in 2024 increased by $6.1 million or 6.9%, compared to 2023. The increase was predominantly attributable to: (i) growth from existing customers in the casualty line and (ii) new customers in our financial, health, multiline (new accounts in our Syndicate 3456) and specialty lines. This was partially offset by a non-renewed treaty and lower premium volume from certain existing customers in our multiline business.

Gross premiums written in 2023 increased by $37.9 million or 74.6%, compared to 2022. The increase was predominantly attributable to the casualty line driven by new business and accelerated growth with existing customers, coupled with growth in our multiline driven by new business from our Syndicate 3456. This was partially offset by a decrease in health line predominantly due to the non-renewal of a program.



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Net Premiums Written

Ceded premiums written in 2024 was $14.7 million, resulting in net premiums written of $80.0 million, compared to $5.0 million and $83.6 million, respectively, in 2023. The increase in ceded premiums written of 194.5% was predominantly in the casualty line and, to a lesser extent, in the multiline and specialty lines driven by quota share reinsurance treaties with our assumed customers in which they share indirectly the underwriting risks through their captives or other platforms.

Ceded premiums written in 2023 was $5.0 million, resulting in net premiums written of $83.6 million, compared to $3.4 million and $47.3 million, respectively, in 2022. The increase in ceded premiums written was predominantly in the multiline business due to new assumed business.

Net Premiums Earned

Net premiums earned by line of business were as follows:
% Change
2024 2023 2022 2024 to 2023 2023 to 2022
Casualty
$ 18,705  21.7  % $ 13,332  18.6  % $ 3,890  11.7  % 40.3  % 242.7  %
Financial
5,499  6.4  % 5,076  7.1  % 655  2.0  % 8.3  % 675.0  %
Health
2,144  2.5  % 2,522  3.5  % 7,030  21.2  % (15.0) % (64.1) %
Multiline
51,669  59.8  % 44,533  62.1  % 19,080  57.5  % 16.0  % 133.4  %
Specialty
8,335  9.6  % 6,306  8.7  % 2,529  7.6  % 32.2  % 149.3  %
Total $ 86,352  100.0  % $ 71,769  100.0  % $ 33,184  100.0  % 20.3  % 116.3  %

Net premiums earned in 2024 increased by $14.6 million or 20.3%, compared to 2023. Further, net premiums earned in 2023 increased by $38.6 million or 116.3%, compared to 2022. The increase in net premiums by line of business is relatively consistent with the trends noted for the gross premiums written. The change is also influenced by the amount and timing of net premiums written during the current year and prior years, coupled with the business mix written in the form of excess of loss versus proportional contracts.

Loss ratio

The components of the loss ratio were as follows:

Year ended December 31,
2024
% Point Change
2023
% Point Change
2022
Current year:
  Attritional loss ratio
60.5  % (1.4) % 61.9  % 0.2  % 61.7  %
  CAT losses
—  % —  % —  % —  % —  %
Current year loss ratio
60.5  % (1.4) % 61.9  % 0.2  % 61.7  %
Prior year reserve development ratio
(0.3) % (0.9) % 0.6  % (7.4) % 8.0  %
Loss ratio
60.1  % (2.4) % 62.5  % (7.3) % 69.8  %

Current Year Loss Ratio

The current year loss ratio in 2024 decreased by 1.4%, compared to 2023 driven mainly by modest lower attritional loss ratio in our casualty, multiline and specialty lines due to new business; offset predominantly by a 2023 quota share reinsurance program in financial lines, which we did not renew but continued to earn premiums in 2024.

The current year loss ratio in 2023 increased marginally by 0.2%, compared to 2022.

The Innovations segment was not impacted by any CAT events for the years presented in the above table.




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Prior Year Reserve Development Ratio

Prior year reserve development ratio improved by 0.9% in 2024 compared to 2023, and by 7.4% in 2023 compared to 2022. Refer to Note 7 Loss and LAE Reserves to the consolidated financial statements for further details on the lines of business and prior year development.

Acquisition cost ratio

The acquisition cost ratio increased marginally by 0.2% to 31.4% in 2024 compared to 2023.We had lower acquisition costs predominantly from the financial line due to lower profit commission relating to a non-renewed program; offset mainly by new accounts in the multiline business, within our Syndicate 3456, at higher acquisition costs.

The acquisition cost ratio decreased by 2.3% to 31.2% in 2023 compared to 2022, primarily due to growth in net premiums earned from our Syndicate 3456 (included in multiline) to cover fixed acquisition costs, coupled with a change in business mix with growth in our casualty and specialty lines due to new accounts at lower acquisition costs.

Underwriting expense ratio

The underwriting expense ratio increased by 0.5% to 4.3% in 2024 compared to 2023, mainly due to an increase in personnel and overhead costs to support the Innovations business growth; partially offset by the 20.3% increase in net premiums earned to cover fixed costs.

The underwriting expense ratio decreased by 2.1% to 3.8% in 2023 compared to 2022, mainly due to the 116.3% increase in net premiums earned to cover fixed costs, partially offset by an increase in personnel costs to support the Innovations business growth.

Income before income taxes

The income before income taxes for Innovations was $1.8 million in 2024 compared to $1.4 million in 2023. The increase was mainly due to an increase in underwriting income, partially offset by lower net investment income driven by net downward valuation adjustments relating to certain Innovations private investments.

The income before income taxes for Innovations was $1.4 million in 2023 compared to $3.4 million in 2022. The decrease was driven by a decrease in net investment income mainly due to lower unrealized gains from our Innovations private investments, in part due to less favorable pricing conditions from financing rounds completed by our investees. This was partially offset by improved underwriting performance and lower Innovations-related expenses.

Other Corporate

Runoff Underwriting Business

In late 2023, we made the decision to not renew a property business due to significant CAT losses relating to unprecedented severe convective storms in the U.S. On the quota share reinsurance treaty bound in 2023, we continued to earn premiums in 2024 and incurred additional CAT losses from severe convective storms that occurred in 2024. For the years ended December 31, 2024, 2023, and 2022, we incurred an underwriting loss of $16.8 million, $18.4 million, and $6.0 million, respectively, including prior year adverse development of $6.2 million, $7.2 million, and $0.9 million, respectively. This was partially offset by investment income of $1.4 million, $2.3 million, and $0.1 million, respectively, relating to this runoff business.

We have reported the results of the above property runoff business as part of Corporate in Note 17 Segment Reporting in the consolidated financial statements.

Income from Investment in Solasglas

Our share of Solasglas’ net income increased by $4.9 million to $33.6 million in 2024 compared to 2023. For the year ended December 31, 2024, Solasglas reported a net investment return of 9.8%, compared to 9.4% for 2023. The following table provides a breakdown of the gross and net investment return for Solasglas:
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2024 2023
Long portfolio gains (losses) 10.3  % 32.1  %
Short portfolio gains (losses) (2.3) (22.1)
Macro gains (losses) 4.4  3.7 
Other income and expenses 1
(1.6) (3.2)
Gross investment return 10.8  % 10.5  %
Net investment return 1
9.8  % 9.4  %
1 “Other income and expenses” excludes performance compensation but includes management fees. “Net investment return” incorporates both of these amounts. For further information about management fees and performance compensation, refer to Note 15 “Related Party Transactions” of the consolidated financial statements.

For the year ended December 31, 2024, the significant contributors to Solasglas’ investment return were long positions in gold, Kyndryl Holdings (KD) and GRBK. The largest detractors were three single-name short positions.

For the year ended December 31, 2023, the significant contributors to Solasglas’ investment return were long positions in GRBK, CONSOL Energy Inc., and a S&P 500 / U.S. interest rate derivative position. The most significant detractors were three single-name short positions.

Each month, we post on our website (www.greenlightre.com) the returns from our investment in Solasglas.


Financial Condition
 
Investments
 
The following table provides a breakdown of our total investments: 
At December 31,
2024 2023
Investment in related party investment fund (Solasglas) $ 387,144  84.1  % $ 258,890  78.0  %
Other investments:
  Private investments and unlisted equities
71,867  15.6  71,157  21.4 
  Debt and convertible debt securities
1,293  0.3  2,136  0.6 
Total other investments
$ 73,160  15.9  % $ 73,293  22.0  %
Total investments $ 460,304  100.0  % $ 332,183  100.0  %

At December 31, 2024, our total investments increased by $128.1 million, or 38.6%, to $460.3 million from December 31, 2023. The increase was predominantly driven by $94.6 million of net contributions into Solasglas, coupled with the 9.8% net investment return in 2024. The contributions were funded partially from cash flows from operations and from the partial release of restricted cash.

Investments in Solasglas

DME Advisors reports the composition of Solasglas’ portfolio on a delta-adjusted basis, which it believes is the appropriate manner to assess the exposure and profile of investments and reflects how it manages the portfolio. An option’s delta is the option price’s sensitivity to the underlying stock (or commodity) price. The delta-adjusted basis is the number of shares or contracts underlying the option multiplied by the delta and the underlying stock (or commodity) price.
  
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The following table represents the composition of Solasglas’ investments:
At December 31,
2024 2023
Long % Short % Long % Short %
Equities and related derivatives 73.9  (43.3) 90.2  (53.8)
Private and unlisted equity securities 2.1  —  2.0  — 
Debt instruments 0.1  —  0.3  — 
Total 76.1  % (43.3) % 92.5  % (53.8) %

The above exposure analysis does not include cash (U.S. dollar and foreign currencies), gold and other commodities, credit default swaps, sovereign debt, foreign currency derivatives, interest rate derivatives, inflation swaps and other macro positions. Under this methodology, a total return swap’s exposure is reported at its full notional amount and options are reported at their delta-adjusted basis. At December 31, 2024, Solasglas’ exposure to gold on a delta-adjusted basis was 10.1% (2023: 11.2%).

At December 31, 2024, 94.5% of Solasglas’ portfolio was valued based on quoted prices in actively traded markets (Level 1), 3.9% was composed of instruments valued based on observable inputs other than quoted prices (Level 2), and no instruments valued based on non-observable inputs (Level 3). At December 31, 2024, 1.6% of Solasglas’ portfolio consisted of private equity funds valued using the funds’ net asset values as a practical expedient.

Other Investments

The other investment holdings relate to private investments made by Innovations. At December 31, 2024, total other investments decreased marginally since December 31, 2023. During 2024 we made $1.7 million of new private investments compared to $7.1 million in the prior year. The increase in private investments was offset by $0.9 million of proceeds from a partial sale of one our holdings, coupled with net unfavorable change in fair value.

While we manage a diversified Innovations-related investment portfolio, our top five holdings accounted for 70% (2023: 67%) of the total carrying value. For further information, see Note 4 “Other Investments” of the consolidated financial statements.

Restricted cash and cash equivalents

We use our restricted cash and cash equivalents primarily for funding trusts and letters of credit issued to our ceding insurers. Our restricted cash decreased by $20.2 million, or 3.3%, from $604.6 million at December 31, 2023, to $584.4 million at December 31, 2024, primarily due to release of collateral from our ceding insurers relating to legacy contracts in runoff.

Reinsurance balances receivable

Our reinsurance balances receivable increased by $85.1 million, or 13.7%, to $704.5 million from $619.4 million at December 31, 2023. This was driven primarily by $66.7 million increase in premiums receivable, net of collections, and $19.6 million in funds withheld from new and renewed reinsurance treaties.

Loss and LAE Reserves; Loss and LAE Recoverable

Our total gross loss and LAE reserves increased by $199.4 million, or 30.1%, to $861.0 million from $661.6 million at December 31, 2023. See Note 7 “Loss and Loss Adjustment Expense Reserves” of the consolidated financial statements for a summary of changes in outstanding loss and LAE reserves, current year CAT losses, prior period reserve development, and analysis of our incurred and paid claims development and claims duration for each of our reporting segments. In addition, refer to “Critical Accounting Estimates - Loss and LAE Reserves” within this MD&A for information on the reserving techniques, assumptions and processes we follow to estimate our loss and LAE reserves.

Our total loss and LAE recoverable increased by $60.1 million, or 234.0%, to $85.8 million since December 31, 2023, driven primarily by retrocession coverage on the current year CAT loss events and on the adverse reserve development relating to the Russian-Ukrainian conflict. Virtually all the outstanding balance is based on estimated recoveries not yet due. See Note 8 “Retrocession” of the consolidated financial statements for a description of the credit risk associated with our retrocessionaires.





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Catastrophe Loss Exposure

Most of our contracts have defined limits of liability that cap our risk exposure. Once these limits are reached, we are not liable for further losses. However, some contracts, especially quota share contracts covering first-dollar exposure, lack aggregate limits.

Our property and Lloyd’s business, and to a lesser extent our casualty and other business, in the Open Market segment include contracts with natural peril loss exposure. We monitor our catastrophe loss exposure using PML (net of retrocession and reinstatement premiums), which can vary based on simulated losses and our in-force business composition.

We track natural peril PMLs globally, focusing on peak peril regions and subdividing large geographic areas into individual peril zones. For natural catastrophe PMLs, we use catastrophe models at the 1-in-250-year return period, indicating a 0.4% probability of exceeding the estimated losses in any given year.

PMLs are best estimates based on available modeled data, and actual events may differ significantly from these models. Our PML estimates cover all significant exposures from our reinsurance operations, including property, marine and energy, motor, and catastrophe workers’ compensation.

At January 1, 2025, our estimated largest PML at a 1-in-250-year return period for a single event and in aggregate was $116.3 million and $129.1 million, respectively, both relating to the peril of North Atlantic Hurricane, compared to $89.7 million and $97.0 million, respectively, at January 1, 2024. Our PMLs increased as we grew our clients and accessed new business that met our profitability requirements.

The below table contains the expected modeled loss for each of our peak peril regions and sub-regions for both a single event loss and aggregate loss measures at the 1-in-250-year return period.
January 1, 2025
Net 1-in-250 Year Return Period
Peril Single Event Loss Aggregate Loss
North Atlantic Hurricane $ 116,309  $ 129,144 
Southeast Hurricane 99,968  99,968 
Gulf of Mexico Hurricane 53,724  53,841 
Northeast Hurricane 58,973  58,973 
North America Earthquake 111,446  113,280 
California Earthquake 97,033  97,644 
Pacific Northwest Earthquake
45,101  45,101 
Other N.A. Earthquake 43,163  43,278 
Japan Earthquake 34,133  34,664 
Japan Windstorm 23,198  24,421 
Europe Windstorm 63,075  67,628 

Liquidity and Capital Resources

Liquidity

Liquidity is a measure of a company’s ability to generate sufficient cash flows to meet the short-term and long-term cash requirements of its business operations. We manage liquidity at the holding company and operating subsidiary level.

Holding Company

Greenlight Capital Re is a holding company with no operations of its own and its assets consist primarily of investments in its subsidiaries. Accordingly, Greenlight Capital Re’s future cash flows depend on the availability of dividends or other statutorily permissible distributions, such as returns of capital, from its subsidiaries. The ability to pay dividends and/or distributions is limited by:
•the applicable laws and regulations of the countries in which Greenlight Capital Re’s subsidiaries operate (see Note 18 “Statutory Requirements” to the consolidated financial statements);
•the need to maintain adequate capital levels to support our reinsurance operations; and
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•the need to preserve our current “A- (Excellent)” rating by A.M. Best.

As a holding company, Greenlight Capital Re has minimal continuing cash needs, most of which are related to the payment of corporate and general administrative expenses and interest expenses. Our current policy is to retain earnings to support the growth of our business. We currently do not expect to pay dividends on our ordinary shares.

We anticipate positive cash flows from operations (underwriting activities and investment income) to be sufficient to cover cash outflows under most loss scenarios in the near term. Based on expected cash flows from operations, financing arrangements and redemptions from related party investment fund as needed (subject to three day’s notice to the general partner), we believe we have sufficient liquidity to cover our working capital requirements and other contractual obligations and commitments through the foreseeable future.

Operating Subsidiaries
 
Our sources of funds from operating subsidiaries consist primarily of premium receipts (net of brokerage and ceding commissions), investment income, and other income. We use cash from our operations to pay losses and loss adjustment expenses, profit commissions, interest, and G&A expenses. Our reinsurance business inherently provides liquidity as premiums are received in advance of the time claims are paid. However, the amount of cash required to fund loss payments can fluctuate significantly from period to period due to the low frequency / high severity nature of certain types of business we write.
   
The following table summarizes our sources and uses of funds:
2024 2023
Total cash provided by (used in):
Operating activities $ 111,504  $ 7,507 
Investing activities (96,562) (53,133)
Financing activities (21,240) (5,292)
Effect of currency exchange on cash(1)
(345) 100 
Net cash inflows (outflows) (6,643) (50,818)
Cash, beginning of period 655,730  706,548 
Cash, end of period $ 649,087  $ 655,730 
(1) Cash includes unrestricted and restricted cash and cash equivalents - see Note 5 “Restricted Cash and Cash Equivalents” of the consolidated financial statements.

Cash provided by operating activities

The $104.0 million increase in cash provided by operating activities was driven mainly by the ebb and flow from our underwriting activities. Cash inflows from underwriting activities generally include premiums, net of acquisition costs, and reinsurance recoverables. Cash outflows principally include payments of losses and LAE, payments of retrocession premiums, and operating expenses. Cash provided by operating activities may vary significantly from period to period due to the timing of these inflows and outflows.

Cash used in investing activities

The $43.4 million increase in cash used for investing activities was driven predominantly by an increase in the net contribution to Solasglas.

Cash used in financing activities

Financing cash outflows in 2024 were driven mainly by the $7.5 million of share repurchases and $13.8 million of debt repayments.

Financing cash outflows in 2023 were driven by the $17.2 million repurchase of convertible senior notes; partially offset by the net proceeds from the debt refinancing where we issued $75.0 million of Term Loans to repay the remaining $62.1 million convertible senior notes.

Capital Resources

The following table summarizes our debt and capital structure:
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  2024 2023
Debt - outstanding principal
$ 60,313  $ 74,062 
Shareholders’ equity
635,879  596,095 
Total capital
$ 696,192  $ 670,157 
Ratio of debt to shareholders’ equity
9.5  % 12.4  %

The debt to shareholders’ equity provides an indication of our leverage and capital structure, along with some insights into our financial strength. In addition to the above capital, we also have LOC facilities to support our reinsurance business operations where we are not licensed or admitted as a reinsurer (see Note 9 “Debt and Credit Facilities” of the consolidated financial statements for further information).

Debt

As a result of a $10.0 million voluntary repayment and regular quarterly installments, our total debt (including accrued interest) decreased by $12.5 million, or 17.1%, to $60.7 million at the end of December 31, 2024, down from $73.3 million on December 31, 2023.
Total shareholders’ equity
 
Total shareholders’ equity increased by $39.8 million to $635.9 million, compared to $596.1 million at December 31, 2023. The increase was primarily due to the net income of $42.8 million reported for the year, coupled with share-based compensation adjustment to additional paid-in capital. This was partially offset by $7.5 million of share repurchases in the open market at an average price of $13.68 per share.

At December 31, 2024, there were 34,831,324 outstanding ordinary shares, a decrease of 505,408 since December 31, 2023, mainly due to 547,402 of share repurchases offset partially by issuance of restricted shares and ordinary shares for vested RSUs, net of forfeitures.

We expect that the existing capital base and internally generated funds will be sufficient to implement our business strategy for the foreseeable future. However, to provide us with flexibility and timely access to public capital markets should we require additional capital for working capital, capital expenditures, acquisitions, or other general corporate purposes, we have renewed our $200.0 million shelf registration by filing the Form S-3 registration statement with the SEC, which became effective on July 5, 2024, and will expire on July 1, 2027.

Contractual Obligations and Commitments
 
At December 31, 2024, our contractual obligations and commitments by period due were as follows: 
Less than
 1 year
1-3 years 3-5 years More than
 5 years
Total
Operating activities
  Loss and loss adjustment expense reserves (1)
$ 338,361  $ 297,034  $ 105,899  $ 119,675  $ 860,969 
  Operating lease obligations (2)
686  377  —  —  1,063 
Financing activities
  Debt (principal payments) (3)
3,016  57,297  —  —  60,313 
Total
$ 342,062  $ 354,708  $ 105,899  $ 119,675  $ 922,345 
(1) Due to the nature of our reinsurance operations, the actual amount and timing of the cash flows associated with our reinsurance contractual liabilities will fluctuate, perhaps materially, and, therefore, are highly uncertain. We have not taken into account corresponding reinsurance recoverable on unpaid amounts that would be due to us.
(2) See Note 16 “Commitments and Contingencies” of the consolidated financial statements.
(3) See Note 9 “Debt and Credit Facilities” of the consolidated financial statements.






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Critical Accounting Estimates
 
Our consolidated financial statements contain certain amounts that are inherently subjective and have required management to make assumptions and best estimates to determine reported values. If certain factors, including those described in “Part I, Item IA. — Risk Factors,” cause actual events or results to differ materially from our underlying assumptions or estimates. In that case, there could be a material adverse effect on our results of operations, financial condition, or liquidity.

We believe the following are the critical accounting estimates used to prepare our consolidated financial statements:

•Premium recognition
•Loss and LAE reserves
•Investments valuation

The following provides a summary of our accounting policies for the above critical accounting estimates.

Premium Recognition

Gross Premiums Written

We record our property and casualty reinsurance premiums as premiums written based on our best estimate of the ultimate premiums for the contract period. Our estimates are based on actuarial pricing models, information received from ceding companies, and from Lloyd’s syndicates (for FAL business). Further, we record reinsurance premiums so long as they meet the risk transfer criteria under U.S. GAAP (see “Deposit Contracts” below).

The recognition of gross premiums written will vary based on the type of the reinsurance contract as follows:

•Excess of loss contracts: typically the contracts state premiums as a percentage of the subject premiums written by the client, subject to a minimum and deposit premium. The minimum and deposit premium is generally based on an estimate of subject premiums expected to be written by the client during the contract term. At the inception of the contract, we record the total contractual minimum and deposit premium, which is subsequently adjusted when the actual subject premium is known. Generally, the adjustment to actual is not material on an aggregate basis.

•Quota share (also known as proportional) contracts: we record our participation share of the estimated ultimate premiums in the same periods in which the underlying insurance contracts are written. For example, for a 12-month quota share reinsurance contract, we will recognize the estimated gross premiums written over 12 months, generally on a linear basis.

•For multi-year contracts: we record reinsurance premiums at the inception of the contract based on our best estimate of total premiums to be received. Premiums are recognized on an annual basis for multi-year contracts where the cedants have the ability to unilaterally commute or cancel coverage within the term of the contract.

We write mostly quota share reinsurance treaties. The following table provides a summary of our estimated gross premiums written for quota share reinsurance contracts incepting during the year:
2024 2023 2022
Open Market segment
$ 402,666  $ 358,230  $ 350,595 
Innovations segment
45,494  44,133  33,030 
Property runoff
—  42,744  54,511 
Total quota share estimated premiums
448,160  445,107  438,136 
Consolidated gross premiums written
698,335  636,810  563,171 
As of % of total consolidated
64  % 70  % 78  %

We regularly review premium estimates. Such review includes our experience with the ceding companies, managing general underwriters, familiarity with each market, the timing of the reported information, a comparison of reported premiums to expected ultimate premiums, along with a review of the aging and collection of premiums.
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We evaluate the appropriateness of the premium estimates on the basis of these reviews and record any adjustments to these estimates in the period in which they are determined. Changes in premium estimates, including premium receivable on both excess of loss and quota share contracts, are not unusual and may result in significant adjustments in any period. A portion of amounts included in “Reinsurance balances receivable” in the consolidated balance sheets represent estimated premiums written, net of commissions and brokerage, that are not currently due based on the terms of the underlying contracts. Additional premiums due on a contract with no remaining coverage period are earned in full when written.

Certain contracts provide for reinstatement premiums in the event of a loss. Reinstatement premiums are written and earned when a triggering loss event occurs, based on management’s estimates of the ultimate reinstatement premiums. These estimates are subsequently adjusted when actual reinstatement premiums are known.

Net Premiums Earned

We earn premiums over the risk coverage period. Unearned premiums represent the unexpired portion of reinsurance provided. Changes in circumstances subsequent to the inception of contracts can impact the earnings period. For instance, when exposure limits for a reinsurance contract are reached, any associated unearned premiums are fully earned.

Excess of loss reinsurance contracts are generally written on a “losses occurring” or “claims made” basis over the term of the policy. Accordingly, premiums are earned evenly over the contract term, which is generally 12 months.

Line slip or proportional insurance/reinsurance contracts are generally written on a “risks attaching” basis, covering claims that relate to the underlying policies written during the terms of these contracts. As the underlying business incepts throughout the contract term, which is generally one year, and the underlying business generally has a one year coverage period, these premiums are generally earned evenly over a 24-month period from inception. For certain classes within financial and specialty lines of business, the underlying risk exposure period extend over several years and accordingly these premiums are earned over up to 60-months.

Deposit Contracts

If we determine that a reinsurance contract does not transfer sufficient risk to merit reinsurance accounting treatment, we report the premium we receive as a deposit liability. Similarly, we report the premium we pay as a deposit asset for ceded contracts that do not transfer sufficient risk to merit reinsurance accounting. Any income and expense on deposit-accounted contracts is calculated using the interest method and recorded in the consolidated statements of operations under “Other income (expense)” and “Deposit interest expense,” respectively.
 
Loss and LAE Reserves

Estimating our loss and LAE reserves involves a considerable degree of judgment, and our estimates as of any given date are inherently uncertain. Estimating loss and LAE reserves requires us to make assumptions regarding reporting and development patterns, frequency and severity trends, claims settlement practices, potential changes in legal environments, inflation, loss amplification, foreign exchange movements, and other factors. These estimates and judgments are based on numerous considerations and are often revised as (i) we receive changes in loss amounts reported by ceding companies and brokers; (ii) we obtain additional information, experience, or other data; (iii) we develop new or improved methodologies; or (iv) we observe changes in the legal environment.

Our loss and LAE reserves relating to short-tail property risks are typically reported to us and settled more promptly than those relating to long-tail risks. However, the timeliness of loss reporting can be affected by such factors as the nature of the event causing the loss, the location of the loss, whether the loss is from policies in force with primary insurers or with reinsurers, and where our exposure falls within the cedent’s overall reinsurance program.

Our loss and LAE reserves are composed of case reserves (based on claims reported to us) and IBNR reserves, including the associated claims handling costs. The following table summarizes our gross reserves for loss and LAE for each of the reportable segments, by line of business, and the runoff business at December 31, 2024:
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Case reserves
IBNR
Total loss and LAE reserves
Open Market segment:
Casualty $ 72,547  $ 127,268  $ 199,815 
Financial 25,088  38,167  63,255 
Health 176  179 
Multiline 51,735  145,638  197,373 
Property 39,623  55,119  94,742 
Specialty 22,129  192,282  214,411 
Total Open Market segment 211,125  558,650  769,775 
Innovations segment:
Casualty 672  21,587  22,259 
Financial 876  3,048  3,924 
Health 399  995  1,394 
Multiline 11,963  34,697  46,660 
Specialty 972  1,776  2,748 
Total Innovations segment 14,882  62,103  76,985 
Corporate (property business in runoff)
4,626  9,583  14,209 
Total $ 230,633  $ 630,336  $ 860,969 
% of total
27  % 73  % 100  %

We determine case reserve estimates based on loss reports received. We determine our IBNR reserve estimates using standard actuarial methods and a combination of our own historical and current loss experience, insurance industry loss experience, assessments of pricing adequacy trends, and our professional judgment. In estimating our IBNR reserve, we estimate the total ultimate loss and LAE we expect to incur and subtract paid claims and case reserves.

The nature and extent of our judgment in the reserving process depend in part upon the type of business. Some of our property treaty reinsurance contracts represent business with a low frequency of claims occurrence and a high potential loss severity, such as claims arising from natural catastrophes. Given the nature of these events, traditional actuarial reserving methods may not be reliable indicators of the final outcome. As such, for contracts or losses of this type, we estimate the ultimate cost associated with a single loss event rather than perform analysis on the historical development patterns of past events to estimate the ultimate losses for an entire accident year. We estimate our reserves for these large events on a by-contract basis by reviewing policies with known or potential exposure to a particular loss event.

For non-catastrophe losses, we apply standard actuarial methodologies in setting reserves, including paid and incurred loss development, Bornheutter-Ferguson, burning cost, and frequency and severity techniques. We supplement our analysis with industry loss ratio and development pattern information in conjunction with our own experience. The weight given to a particular method will depend on many factors, including the homogeneity within the class of business, the volume of losses, the maturity of the accident year, and the length of the expected development tail. For example, the expected loss ratio method assumes that the ratio of premiums and losses remains constant. In contrast, development methods rely on observable patterns within reported losses, both historical and newly reported, to establish a view of the ultimate loss incurred. Therefore, as an accident year matures, we may migrate from an expected loss ratio method to an incurred development method.

As a predominantly broker-market reinsurer for both excess-of-loss and proportional contracts, we rely on loss information reported to brokers by primary insurers who, in turn, must estimate their losses at the policy level, often based on incomplete and changing information. The information we receive varies by cedent and may include paid losses, estimated case reserves, and an estimated provision for IBNR reserves. Reserving practices and data-reporting quality differ among ceding companies, which adds further uncertainty to our estimation of ultimate losses. The nature and extent of information received from ceding companies and brokers also vary widely depending on the type of coverage, the contractual reporting terms (which are affected by market conditions and practices), and other factors. Due to the lack of standardization of the terms and conditions of reinsurance contracts, the differences in coverage provided to individual clients, and the tendency of those coverages to change rapidly in response to market conditions, we cannot always reliably measure the ongoing economic impact of such uncertainties and inconsistencies.

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Time lags are inherent in loss reporting, especially in the case of excess-of-loss reinsurance contracts. The time lags, coupled with the combined characteristics of low claim frequency and high claim severity on such contracts, make the available data less useful for predicting ultimate losses.

In the case of proportional contracts, we rely on an analysis of a cedent’s historical experience, industry information, and the underwriters’ professional judgment in estimating reserves. We also utilize ultimate loss ratio forecasts when reported by cedents and brokers, which are ordinarily subject to three to six-month lags for proportional business. Due to our reliance on ceding companies for claims reporting, our reserve estimates are highly dependent on ceding companies’ judgment. Furthermore, during the loss settlement period, which may last several years, additional facts regarding individual claims and trends will often become known, and case law may change, affecting ultimate expected losses.

Since we rely on ceding company data in establishing our loss and LAE reserves, we maintain procedures designed to mitigate the risk that such information is incomplete or inaccurate. These procedures include: (i) comparisons of expected premiums to reported premiums, which helps us to identify delinquent client periodic reports; (ii) ceding company audits to identify inaccurate or incomplete reporting of claims and ensure that claims are actively and appropriately managed in line with agreed protocols and settlement authority limits; and (iii) underwriting reviews to ascertain that the losses ceded are covered as provided under the contract terms. These procedures are incorporated in our internal controls and are regularly evaluated and amended as market conditions, risk factors, and unanticipated areas of exposure develop.

We engage an independent third-party actuarial firm to perform a quarterly reserve review and annually opine on the reasonableness and adequacy of the aggregate loss reserves. We provide the third-party actuarial firm with our pricing models, reserving analysis, and other data. The actuarial firm may also inquire about the various assumptions and estimates used in the reserving analysis. The actuarial firm independently creates its own reserving models based on industry loss information, augmented by client-specific loss information and independent assumptions and estimates. Based on various reserving methodologies that the actuarial firm considers appropriate, it creates a loss reserve estimate for each segment in the portfolio. It recommends an aggregate loss reserve, including IBNR. In the event of material differences between our aggregated booked reserves and the actuarial firm's recommended reserves, the reserving committee would be notified, with the reserves adjusted as deemed appropriate. To date, there have been no material differences resulting from the external actuary’s reviews requiring adjustments to our booked reserves.

We monitor the development of our prior-year losses during subsequent calendar years by comparing the actual reported losses against previous estimates and current expectations. The analysis of this loss development is important to the ongoing refinement of our reserving assumptions. Each additional year of loss experience with a given cedent provides additional insight into the accuracy and timeliness of previously reported information.

Estimating loss reserves for our book of longer-tail casualty reinsurance business, which we write on both a proportional and non-proportional basis, involves further uncertainties. In addition to the uncertainties described above, casualty business is generally subject to longer reporting lags than property business, and claims often take several years to settle. During this period, additional factors and trends will be revealed, and we may adjust our reserves accordingly. Therefore, any factors that extend the time until our cedents settle claims add uncertainty to the reserving process.

The uncertainties inherent in the reserving process and the potential for unforeseen developments, including changes in laws and the prevailing interpretation of policy terms, may result in our loss and LAE reserves being materially greater or less than the loss and LAE reserves we initially established. We reflect adjustments to our loss and LAE reserves in our financial results during the period they are determined. Changes to our prior year loss reserves will impact our current underwriting results by improving our results if the prior year reserves prove redundant or impairing our results if the prior year reserves prove insufficient.

We believe that our reserves for loss and LAE are sufficient to cover losses that fall within the terms of our policies and agreements with our insured and reinsured customers based on the methodologies used to estimate those reserves. However, we can provide no assurance that actual losses will not (i) be less than or (ii) exceed our total established reserves.

Please refer to Notes 2 “Significant Accounting Policies - Loss and Loss Adjustment Expense Reserves and Recoverable” and 7 “Loss and Loss Adjustment Expense Reserves” of our consolidated financial statements for a more detailed explanation of our loss reserving methodology and the loss development tables by accident year, respectively, as required under U.S. GAAP.

Investments Valuation
We carry our investment in Solasglas at fair value, based on the most recent net asset value obtained from Solasglas’ third-party administrator. Further, Solasglas’ financial statements for the years ended December 31, 2024, 2023, and 2022 were subject to an independent audit in which Solasglas’ external auditors issued an unqualified opinion for these years (see “Report of Independent Registered Public Accounting Firm” in the Exhibits).
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Other investments in our consolidated balance sheets includes private and unlisted equity securities that do not have readily determinable fair values. We determine these private equity securities’ carrying value based on the original cost, less impairment, plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer. At each reporting date, we qualitatively consider whether the investment is impaired on the basis of certain impairment indicators. If we determine that the equity security is impaired on the basis of the qualitative assessment and the estimated fair value is less than the carrying value, we recognize an impairment loss in “Net investment income (loss)” in the consolidated statements of operations. We determine realized gains and losses from other investments based on the specific identification method (by reference to cost or amortized cost, as appropriate). These gains and losses are also included in “Net investment income (loss)” in the consolidated statements of operations.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our financial instruments are subject to a variety of market risks. The term market risk refers to the risk of loss arising from adverse changes from:
equity price;
commodity price;
foreign currency; and
interest rate (including credit spreads).

We performed a sensitivity analysis below to estimate the effects that market risk exposure could have on the future earnings, fair values or cash flows of our financial instruments. These represent forward-looking statements of market risk assuming certain adverse market conditions occur. Actual results in the future may differ materially from these projected results due to actual developments in the global financial markets.

Equity Price Risk
At December 31, 2024, our investments consisted primarily of an investment in Solasglas. Among Solasglas’ holdings are equity securities, the carrying values of which are based primarily on quoted market prices. Generally, market prices of common equity securities are subject to fluctuation, which could cause the amount to be realized upon closing a position to differ significantly from its current reported value. This risk is partly mitigated by the presence of both long and short equity securities as part of our investment strategy. At December 31, 2024, a 10% decline in the price of each of the underlying listed equity securities and equity-based derivative instruments would result in a $14.0 million (2023: $12.3 million) unrealized loss in our investment in Solasglas.

Commodity Price Risk
Generally, market prices of commodities are subject to fluctuation. Solasglas’ investments periodically include long or short investments in commodities or derivatives directly impacted by fluctuations in the prices of commodities. At December 31, 2024, Solasglas’ investments incorporate unhedged exposure to changes in gold, uranium, and crude oil prices.
The following table summarizes the net impact that a 10% movement in commodity prices would have on the fair value of Solasglas’ investment portfolio. The below table excludes the indirect effect that changes in commodity prices might have on equity securities in the Solasglas’ investment portfolio. 
10% increase in commodity prices 10% decrease in commodity prices
At December 31, 2024
  ($ in millions)
Gold $ 7.9  $ (5.9)
Copper
0.9  (0.7)
Uranium 0.4  (0.4)
Total $ 9.2  $ (7.0)
10% increase in commodity prices 10% decrease in commodity prices
At December 31, 2023
  ($ in millions)
Gold $ 3.8  $ (3.8)
Uranium 0.8  (0.8)
Crude oil 1.6  (1.5)
Total $ 6.2  $ (6.1)

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Foreign Currency Risk
Underwriting Related

Certain of our reinsurance contracts are denominated in foreign currencies, whereby premiums are receivable and losses are payable in foreign currencies. Foreign currency exchange rate risk exists to the extent that our foreign currency reinsurance balances are more than (or less than) the corresponding foreign currency cash balances, and there is an increase (or decrease) in the exchange rate of that foreign currency.  

While we do not seek to precisely match our liabilities under reinsurance policies that are payable in foreign currencies with investments denominated in such currencies, we continually monitor our exposure to potential foreign currency losses and may use foreign currency cash and cash equivalents or forward foreign currency exchange contracts to mitigate against adverse foreign currency movements.

Certain cedents, particularly the Lloyd’s syndicates, report to us in foreign currencies even though some or all of the underlying exposure is denominated in U.S. dollars. Our consolidated statements of operations may report a foreign exchange gain or loss associated with this exposure when reported by the cedents. Additionally, we may report foreign exchange gains or losses due to the mismatch between the currency exchange rates applied to foreign-denominated (i) monetary balances and (ii) non-monetary balances under U.S. GAAP. See Note 2 “Significant Accounting Policies” of the consolidated financial statements for further information regarding our accounting treatment of foreign currency transactions.

We monitor our foreign currency-denominated assets and liabilities on an “underlying exposure” basis without distinguishing between monetary and non-monetary balances.

The following table summarizes the net impact of a hypothetical 10% currency rate movement relating to our primary foreign denominated reinsurance net assets or liabilities (including balances held at Lloyd's):

At December 31, 2024
Net Asset (Liability) Exposure 10% increase in currency rate 10% decrease in currency rate
GBP £ 33,117  $ (4,143) $ 4,143 
Euro (22,814) 2,361  (2,361)
Total foreign exchange gain (loss)
$ (1,782) $ 1,782 

At December 31, 2023
Net Asset (Liability) Exposure 10% increase in currency rate 10% decrease in currency rate
GBP £ 25,337  $ (3,228) $ 3,228 
Euro (13,975) 1,543  (1,543)
Total foreign exchange gain (loss)
$ (1,685) $ 1,685 

Investment in Solasglas

We may also be exposed to foreign currency risk through Solasglas’ underlying cash, forwards, options, and investments in securities denominated in foreign currencies. At December 31, 2024, most of Solasglas’ currency exposures resulting from foreign-denominated securities (longs and shorts) were reduced by offsetting cash balances denominated in the corresponding foreign currencies.

At December 31, 2024 and 2023, a 10% increase or decrease in the value of the U.S. dollar against foreign currencies would have no meaningful impact on our investment in Solasglas. 
  
Interest Rate Risk
The primary market risk exposure for any debt instrument is interest rate risk, including credit spreads. 

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Most of our interest rate risk relates to interest rate derivatives held in Solasglas, and their value may fluctuate with changes in interest rates. Our investment in Solasglas includes interest-rate sensitive securities, such as corporate and sovereign debt instruments and interest rate derivatives. At December 31, 2024, a 100 basis points (increase or decrease) in interest rates would have no meaningful impact on our investment in Solasglas. 

Additionally, we use interest rate swaps to hedge 50% of the interest rate risk relating to the the outstanding Term Loans. At December 31, 2024, a 100 basis points (increase or decrease) in interest rates would have no meaningful impact on these interest rate swaps.

We, along with DME Advisors, monitor the net exposure to interest rate risk and generally do not expect changes in interest rates to have a materially adverse impact on our operations.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information with respect to this Item is set forth under Part IV Item 15.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures
 
Management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(f) and 15(d)-15 of the Exchange Act at December 31, 2024. Based on upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2024.

Changes in Internal Control Over Financial Reporting
 
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

Management’s Annual Report on Internal Control Over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that:
  pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.
Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time. Our system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.
 
Our management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in the Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the 2013 framework). Based on this evaluation, our management concluded that our system of internal control over financial reporting was effective as of December 31, 2024.

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Deloitte Ltd., an independent registered public accounting firm, which has audited the financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2024, as required under this Item 9A, which is included herein.
  
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Greenlight Capital Re, Ltd.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Greenlight Capital Re, Ltd. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated March 10, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Controls Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte Ltd.
________________________

Hamilton, Bermuda
March 10, 2025
  

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ITEM 9B. OTHER INFORMATION
 
(c) Insider Trading Arrangements and Related Disclosures

Our directors and executive officers may purchase or sell shares of our ordinary shares in the market from time to time, including pursuant to equity trading plans adopted in accordance with Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) and in compliance with guidelines specified by the Company. In accordance with Rule 10b5-1 and our insider trading policy, directors, officers, and certain employees who, at such time, are not in possession of material non-public information about the Company are permitted to enter into written plans that pre-establish amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s stock, including shares acquired pursuant to the Company’s equity plans (“Rule 10b5-1 Trading Plans”). Under Rule 10b5-1 Trading Plan, a broker executes trades pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them.

During the three months ended December 31, 2024, we did not have any Rule 10b5-1 trading arrangements or any “non-Rule 10b5-1 arrangements” (as defined in Item 408(a) of Regulation S-K) in place for our directors and officers.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference.

ITEM 11. EXECUTIVE COMPENSATION

This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

This item is omitted because a definitive proxy statement containing such information will be filed with the SEC not later than 120 days after the close of the fiscal year pursuant to Regulation 14A, which information required by this item set forth in the proxy statement is incorporated by reference.
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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as a part of this Form 10-K
Page
(a)(1) Financial Statements
F-1
F-3
F-4
F-5
F-6
F-7
F-8
(a)(2) Financial Statement Schedules*
F-54
F-55
F-57
F-58
(a)(3)
The exhibits required to be filed by this Item 15. are set forth in the Exhibit Index accompanying this report.
The financial statements of Solasglas Investments, LP required by Rule 3-09 of Regulation S-X are included in this filing as Exhibit 99.1.
*Schedules V and VI have been omitted as the information is provided in Note 7. “Loss and Loss Adjustment Expense Reserves”.



ITEM 16. FORM 10-K SUMMARY

None.

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EXHIBIT INDEX
Exhibit Number Description of Exhibit

3.1
4.1
10.1
10.2 (1)
10.3 (1)
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11 (1)
10.12 (1)
10.13 (1)
10.14
10.15
10.16
10.17 (1)
10.18 (1)
10.19 (1)
10.20 (1)
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10.21 (1)
10.22 (1)
10.23
10.24
10.25
10.26 (1)
10.27 (1)
10.28 (1)
10.29 (1)
10.30
10.31
10.32 (1)
10.33 (1)
10.34 (1)
10.35 (1)
10.36
10.37 (1)
10.38 (1)
10.39
10.40 (1)
10.41 (1)
80

10.42
10.43
10.44
10.45
10.46 (1)
10.47 (1)
10.48 (1)
19.1
21.1
23.1
23.2
24.1 Power of Attorney (included as part of signature page hereto)
31.1
31.2
32.1
32.2
97.1
99.1*
101
The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations; (iii) the Consolidated Statements of Changes in Shareholders’ Equity; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
(1) Management contract or compensatory plan or arrangement.
* Exhibit 99.1 is being filed to provide audited financial statements and the related footnotes of Solasglas Investments, LP in accordance with SEC rule 3-09 of Regulation S-X. The management of Solasglas Investments, LP is solely responsible for the form and content of the Solasglas Investments LP financial statements. The Registrant has no responsibility for the form or content of the Solasglas Investments, LP financial statements since it does not control Solasglas Investments, LP.


 
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SIGNATURES
 
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
GREENLIGHT CAPITAL RE, LTD.
By: /s/ GREGORY RICHARDSON
Gregory Richardson
Chief Executive Officer
March 10, 2025

POWER OF ATTORNEY

We, the undersigned directors and executive officers of Greenlight Capital Re, Ltd., hereby appoint Faramarz Romer and David Sigmon, and each of them singly, as our true and lawful attorneys with full power to them to sign for us, and in our name in the capacities indicated below, any and all amendments to the Annual Report on Form 10-K filed with the SEC, hereby ratifying and confirming our signatures as they may be signed by our said attorneys to any and all amendments to said Annual Report on Form 10-K.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 10, 2025.

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Signature
Title
/s/ GREGORY RICHARDSON
Chief Executive Officer, Director
Gregory Richardson
(Principal Executive Officer)
/s/ FARAMARZ ROMER
Chief Financial Officer
Faramarz Romer
(Principal Financial Officer)
/s/ STEVEN ARCHAMBAULT
Chief Accounting Officer
Steven Archambault
(Principal Accounting Officer)
/s/ DAVID EINHORN
Chair of the Board
David Einhorn
/s/ JONNY FERRARI
Director
Jonny Ferrari
/s/ URSULINE FOLEY
Director
Ursuline Foley
/s/ LEONARD GOLDBERG
Director
Leonard Goldberg
/s/ VICTORIA GUEST
Director
Victoria Guest
/s/ IAN ISAACS
Director
Ian Isaacs
/s/ BRYAN MURPHY
Director
Bryan Murphy
/s/ JOSEPH PLATT
Director
Joseph Platt
/s/ DANIEL ROITMAN
Director
Daniel Roitman
 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Greenlight Capital Re, Ltd.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Greenlight Capital Re, Ltd. (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 10, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

We did not audit the financial statements of Solasglas Investments, LP, an equity method investment of the Company, as of December 31, 2024 and 2023, and for each of the three years in period ended December 31, 2024. The Company’s investment in Solasglas Investments, LP as of December 31, 2024 and 2023 was $387.1 million and $258.9 million, respectively, and its equity in net income of Solasglas Investments, LP was $33.6 million, $28.7 million and $54.8 million for the years ended December 31, 2024, 2023 and 2022. The financial statements of Solasglas Investments, LP were audited by Ernst & Young Ltd. whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Solasglas Investments, LP, is based solely on the report of Ernst & Young Ltd.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits and the report of Ernst & Young Ltd. provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Loss and loss adjustment expense reserves - Refer to Notes 2 and 7 to the consolidated financial statements

Critical Audit Matter Description

The Company’s estimate of loss and loss adjustment expense reserves is derived using expected trends in claim severity and frequency and other factors that may vary significantly as claims are settled. The estimate is sensitive to significant assumptions, including the initial expected loss ratio and loss development factors. The estimate is also sensitive to the selection of actuarial methods and weighting of these methods applied to project the ultimate losses, the estimation of ultimate reserves associated with catastrophic events, and other factors. Further, not all catastrophic events can be modeled using traditional actuarial methodologies, which increases the degree of judgment needed in estimating loss reserves for such events.

F-1

Auditing the Company’s methods, assumptions and best estimate of the cost of the ultimate settlement and administration of claims represented by the incurred but not reported ("IBNR") claims included in recorded Loss and loss adjustment expense reserves involved especially subjective auditor judgment and an increased extent of effort, including the involvement of our actuarial specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to loss and loss adjustment expense reserves included the following, among others
•We tested the effectiveness of controls over the valuation of the recorded loss and loss adjustment expense reserves, including the review and approval process that management has in place for significant actuarial methods and assumptions used and the approval of management’s best estimate of loss and loss adjustment expense reserves.
•We tested the completeness and accuracy of the underlying data that served as the basis for the Company’s actuarial analysis, including historical claims data, to test the reasonableness of key inputs to the actuarial estimate.
•With the assistance of our actuarial specialists:
–We independently developed an estimate of the reserves for selected contracts, compared our estimates to those booked by the Company, and evaluated the differences.
–We evaluated the Company’s methodologies against recognized actuarial practices for the remaining contracts. We also evaluated the assumptions used by the Company using our industry knowledge and experience and other analytical procedures.
–We compared the results of the quarterly reserve studies prepared by independent external actuaries to management’s best estimate and evaluated the differences.



/s/ Deloitte Ltd.
_____________________________

Hamilton, Bermuda
March 10, 2025

We have served as the Company's auditor since 2022.




F-2

Report of Independent Registered Public Accounting Firm


The General Partner
Solasglas Investments, LP


Opinion on the Financial Statements

We have audited the accompanying statements of financial condition of Solasglas Investments, LP (the “Partnership”), including the condensed schedules of investments, as of December 31, 2024 and 2023, the related statements of operations and performance allocation, changes in partners’ capital and cash flows for the years ended December 31, 2024, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2024 and 2023, and the results of its operations, changes in its partners’ capital and its cash flows for the years ended December 31, 2024, 2023 and 2022 in conformity with U.S. generally accepted accounting principles.

Basis of Opinion

These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.


/s/ Ernst & Young Ltd.


We have served as the Partnership’s auditor since 2018.
Grand Cayman, Cayman Islands
March 10, 2025


F-3

GREENLIGHT CAPITAL RE, LTD.
CONSOLIDATED BALANCE SHEETS

December 31, 2024 and 2023
(expressed in thousands of U.S. dollars, except per share and share amounts)
  December 31, 2024 December 31, 2023
Assets    
Investments    
Investment in related party investment fund, at fair value $ 387,144  $ 258,890 
Other investments 73,160  73,293 
Total investments 460,304  332,183 
Cash and cash equivalents 64,685  51,082 
Restricted cash and cash equivalents 584,402  604,648 
Reinsurance balances receivable (net of allowance for expected credit losses of 2024: $1,019 and 2023: $854)
704,483  619,401 
Loss and loss adjustment expenses recoverable (net of allowance for expected credit losses of 2024: $500 and 2023: $487)
85,790  25,687 
Deferred acquisition costs 82,249  79,956 
Unearned premiums ceded 29,545  17,261 
Other assets 4,765  5,089 
Total assets $ 2,016,223  $ 1,735,307 
Liabilities and equity  
Liabilities  
Loss and loss adjustment expense reserves $ 860,969  $ 661,554 
Unearned premium reserves 324,551  306,310 
Reinsurance balances payable 105,892  68,983 
Funds withheld 21,878  17,289 
Other liabilities 6,305  11,795 
Debt 60,749  73,281 
Total liabilities 1,380,344  1,139,212 
Commitments and Contingencies (Note 16)
Shareholders' equity  
Preferred share capital (par value $0.10; none issued)
—  — 
Ordinary share capital (par value $0.10; issued and outstanding, 34,831,324) (2023: par value $0.10; issued and outstanding, 35,336,732)
3,483  3,534 
Additional paid-in capital 481,551  484,532 
Retained earnings 150,845  108,029 
Total shareholders' equity 635,879  596,095 
Total liabilities and equity $ 2,016,223  $ 1,735,307 

The accompanying Notes to the Consolidated Financial Statements are an
integral part of the Consolidated Financial Statements.
F-4


GREENLIGHT CAPITAL RE, LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS

For the years ended December 31, 2024, 2023, and 2022
(expressed in thousands of U.S. dollars, except per share and share amounts)
  2024 2023 2022
Revenues
Gross premiums written $ 698,335  $ 636,810  $ 563,171 
Gross premiums ceded (77,070) (42,762) (33,429)
Net premiums written 621,265  594,048  529,742 
Change in net unearned premium reserves (1,311) (10,901) (60,265)
Net premiums earned 619,954  583,147  469,477 
Income from investment in related party investment fund (net of related party expenses of $9,808, $7,954, and $9,674, respectively)
33,605  28,696  54,844 
Net investment income 45,954  43,408  8,350 
Foreign exchange gains (losses) (5,606) 11,566  (5,988)
Other income 2,119  265  — 
Total revenues 696,026  667,082  526,683 
Expenses
Net loss and loss adjustment expenses incurred 427,269  360,004  316,485 
Acquisition costs 176,775  168,877  143,148 
Underwriting expenses 22,857  19,587  13,813 
Corporate and other expenses 16,377  23,653  17,793 
Deposit interest expense 3,347  2,687  6,717 
Interest expense 5,836  5,344  4,201 
Total expenses 652,461  580,152  502,157 
Income before income tax 43,565  86,930  24,526 
Income tax recovery (expense) (749) (100) 816 
Net income $ 42,816  $ 86,830  $ 25,342 
Earnings per share ("EPS"):
  Basic $ 1.26  $ 2.55  $ 0.75 
  Diluted $ 1.24  $ 2.50  $ 0.73 
Weighted average number of ordinary shares used in the determination of EPS:
  Basic 34,097,572  34,067,974  33,908,156 
  Diluted 34,653,453  34,797,859  39,769,790 

The accompanying Notes to the Consolidated Financial Statements are an
integral part of the Consolidated Financial Statements. 




F-5

GREENLIGHT CAPITAL RE, LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 For the years ended December 31, 2024, 2023, and 2022
(expressed in thousands of U.S. dollars)

2024 2023 2022
Ordinary share capital
Balance - beginning of period $ 3,534  $ 3,482  $ 3,384 
Issue of ordinary shares, net of forfeitures 52  99 
Repurchase of ordinary shares (55) —  (1)
Balance - end of period 3,483  3,534  3,482 
Additional paid-in capital
Balance - beginning of period 484,532  478,439  481,784 
Cumulative effect of adoption of accounting guidance for convertible debt at January 1, 2022 —  —  (7,896)
Repurchase of ordinary shares (7,433) —  (34)
Share-based compensation expense 4,452  6,093  4,585 
Balance - end of period 481,551  484,532  478,439 
Retained earnings
Balance - beginning of period 108,029  21,199  (9,505)
Cumulative effect of adoption of accounting guidance for convertible debt at January 1, 2022 —  —  5,362 
Net income 42,816  86,830  25,342 
Balance - end of period 150,845  108,029  21,199 
Total shareholders' equity $ 635,879  $ 596,095  $ 503,120 



The accompanying Notes to the Consolidated Financial Statements are an
integral part of the Consolidated Financial Statements. 


 
F-6

GREENLIGHT CAPITAL RE, LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2024, 2023, and 2022
(expressed in thousands of U.S. dollars)
  2024 2023 2022
Cash flows from operating activities    
Net income $ 42,816  $ 86,830  $ 25,342 
Adjustments to reconcile net income or loss to net cash provided by (used in) operating activities:
   Income from investments in related party investment fund (33,605) (28,696) (54,844)
  Net realized gain on repurchases of convertible senior notes payable —  (265) (343)
   Net realized and unrealized losses (gains) on other investments 918  (1,738) (9,858)
   Net realized and unrealized losses (gains) on derivatives (335) 577  — 
   Share-based compensation expense 4,456  6,145  4,684 
   Accretion of debt offering costs, net of change in interest accruals 1,220  (1,696) 79 
   Net change in:
     Reinsurance balances receivable (85,082) (113,845) (100,190)
     Loss and loss adjustment expenses recoverable (60,103) (12,449) (2,139)
     Deferred acquisition costs (2,293) 2,435  (19,365)
     Unearned premiums ceded (12,284) 892  (18,111)
     Loss and loss adjustment expense reserves 199,415  106,086  31,458 
     Unearned premium reserves 18,241  (1,510) 80,236 
     Reinsurance balances payable 36,909  (36,152) 13,911 
     Funds withheld 4,589  (4,618) 18,115 
     Other items, net (3,358) 5,511  (774)
Net cash provided by (used in) operating activities 111,504  7,507  (31,799)
Cash flows from investing activities
Proceeds from redemptions of investment in Solasglas 34,000  78,997  125,365 
Contributions to investment in Solasglas (128,649) (130,994) (65,127)
Purchases of other investments (1,730) (7,136) (13,223)
Proceeds on disposal of other investments 889  6,000  — 
Purchases of other assets (1,072) —  — 
Net cash (used in) provided by investing activities (96,562) (53,133) 47,015 
Cash flows from financing activities
Proceeds from Term Loans —  75,000  — 
Repayment of Term Loans (13,752) (947) — 
Repayment of convertible senior notes payable —  (62,147) — 
Repurchase of convertible senior notes payable —  (17,198) (19,793)
Repurchase of shares (7,488) —  (35)
Net cash used in financing activities (21,240) (5,292) (19,828)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash (345) 100  59 
Decrease in cash, cash equivalents and restricted cash (6,643) (50,818) (4,553)
Cash, cash equivalents and restricted cash at beginning of the period 655,730  706,548  711,101 
Cash, cash equivalents and restricted cash at end of the period $ 649,087  $ 655,730  $ 706,548 
Supplementary information  
Interest paid in cash $ 5,190  $ 5,121  $ 4,124 
Income tax paid (refund received) in cash
223  (1,022) 664 

The accompanying Notes to the Consolidated Financial Statements are an
integral part of the Consolidated Financial Statements. 
F-7

GREENLIGHT CAPITAL RE, LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2024, 2023, and 2022  

1.   ORGANIZATION AND BASIS OF PRESENTATION

Organization

Greenlight Capital Re, Ltd. (“GLRE” and, together with its wholly-owned subsidiaries, the “Company”) was incorporated as an exempted company under the Companies Law of the Cayman Islands on July 13, 2004. At December 31, 2024, the Company has the following wholly-owned subsidiaries:

•Greenlight Reinsurance, Ltd. (“Greenlight Re”), domiciled in the Cayman Islands, is a Class D insurer license issued in accordance with the terms of The Insurance Act, 2010 (as amended) and underlying regulations thereto (the “Act”) and is subject to regulation by the Cayman Islands Monetary Authority (“CIMA”). Greenlight Re commenced underwriting in April 2006.

•Greenlight Reinsurance Ireland, Designated Activity Company (“GRIL”), domiciled in Ireland since 2010, is authorized as a non-life reinsurance undertaking in accordance with the provisions of the European Union (Insurance and Reinsurance) Regulations 2015. GRIL provides multi-line property and casualty reinsurance capacity to the European broker market and provides GLRE with an additional platform to serve clients located in Europe and North America.

• Greenlight Re Marketing (UK) Limited, domiciled in the United Kingdom (“U.K.”) since 2020, is a U.K. company formed to expand GLRE’s presence in the Lloyd’s of London market (“Lloyd’s”).

•Greenlight Re Corporate Member Ltd. (“GCM”), domiciled in the U.K., is a corporate member that became a wholly-owned subsidiary of GLRE in 2023 and provides underwriting capacity for various Lloyd’s syndicates, including Greenlight Innovation Syndicate 3456 (“Syndicate 3456”).

•Verdant Holding Company, Ltd., domiciled in the United States since 2008, is an investment holding company.

•Viridis Re SPC, Ltd., domiciled in the Cayman Islands, is an exempted segregated portfolio company which was incorporated in the Cayman Islands in 2023 and is licensed with CIMA as a Class B(iii) general insurer.

•Greenlight Re Ireland Services Limited (“GRIS”), domiciled in Ireland, is a management services company which was incorporated in 2024.
 
Additionally, through Syndicate 3456, Greenlight Re provides a (re)insurance platform to its growing portfolio of strategic partnerships. Domiciled in the U.K. since 2022, Syndicate 3456 is authorized to underwrite under the Lloyd’s syndicate-in-a-box model.

The ordinary shares of GLRE are listed on Nasdaq Global Select Market under the symbol “GLRE.”

Basis of Presentation

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of GLRE and the consolidated financial statements of its wholly-owned subsidiaries, and all significant intercompany transactions and balances have been eliminated on consolidation.

The following amounts in the prior period consolidated financial statements have been reclassified to conform to the presentation of the current consolidated financial statements:
F-8

•The Company has reported separately “Underwriting expenses” from “Corporate and other expenses” in the consolidated statements of operations, which were previously combined and reported as “General and administrative expenses”. This resulted in no change to the previously reported total expenses or net income.
•The Company has reclassified investment-related income from Lloyd’s syndicates which was previously presented in the consolidated statements of operations under the caption “Other income, net” to “Net investment income”. This resulted in no change to the previously reported total revenues or net income.

Additionally, the Company has revised its reporting segments to Open Market and Innovations (see Note 17). Prior year comparatives have been recast to conform with the new reportable segments.

In the opinion of management, these financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position and results of operations as at the end of December 31, 2024 and for the comparative periods presented.

Tabular dollar are in thousands, with the exception of per share amounts or otherwise noted. All amounts are reported in U.S. dollars.
F-9

2.   SIGNIFICANT ACCOUNTING POLICIES  

The Company’s significant accounting policies are as follows:

Use of Estimates
 
The preparation of consolidated financial statements in conformity with U.S. 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 revenue and expenses during the period. Actual results could differ from these estimates. The Company’s significant estimates include:
•loss and loss adjustment expense reserves;
•premiums written and earned and related premium receivable, net of expected credit losses;
•reinsurance recoverable on unpaid losses and loss adjustment expenses, net of expected credit losses; and
•valuation of investments, including impairments.

Investments

Investment in related party investment fund

The Company records its investment in the related party investment fund based on fair value using the net asset value practical expedient, with the Company’s share of the fund’s net income (loss) reported as “Income (loss) from investment in related party investment fund” in the consolidated statements of operations.

Other investments

The Company’s other investments include short-term investments and private investments and unlisted equity securities without readily determinable fair values.

Short-term investments are measured at amortized cost, which approximates fair value. These include certificate of deposit and other financial instruments with original maturities greater than three months but less than one year.

The Company measures its private investments and unlisted equity securities without readily determinable fair values at cost less impairment (if any), plus or minus observable price changes from identical or similar investments of the same issuers (the “measurement alternative”), with such changes recognized in “Net investment income (loss)” in the consolidated statements of operations. The Company considers the need for impairment on a by-investment basis based on certain indicators. Under the measurement alternative, the Company makes two types of valuation adjustments:

•When the Company observes an orderly transaction of an investee’s identical or similar equity securities, the Company adjusts the carrying value based on the observable price as of the transaction date. Once the Company records such an adjustment, the investment is considered an “asset measured at fair value on a nonrecurring basis.”
•If the Company determines that the investment is impaired and the fair value is less than its carrying value, it writes down the investment to its fair value. Once the Company records such an adjustment, the investment is considered an “asset measured at fair value on a nonrecurring basis.”

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term, highly liquid investments with original maturity dates of three months or less. Restricted cash and cash equivalents are presented separately in the consolidated balance sheets.

Premium Revenue Recognition
 
The Company writes excess of loss contracts and quota share contracts and estimates the ultimate premiums for the contract period. The Company bases these estimates on actuarial pricing models and information received from ceding companies. For excess of loss contracts, the Company writes the total ultimate estimated premiums at the contract’s inception. For quota share contracts, the Company writes premiums in the same periods in which the underlying insurance contracts are written, based on cession statements from cedents. The Company typically receives these statements monthly or quarterly, depending on the terms specified in each contract. For any reporting lag, the Company estimates premiums written based on the portion of the estimated ultimate premiums relating to the risks bound during the lag period. 

F-10

For multi-year contracts, reinsurance premiums are recorded at the inception of the contract based on management’s best estimate of total premiums to be received. Premiums are recognized on an annual basis for multi-year contracts where the cedants have the ability to unilaterally commute or cancel coverage within the term of the contract.

Management regularly reviews premium estimates. Such review includes the Company’s experience with the ceding companies, managing general underwriters, familiarity with each market, the timing of the reported information, a comparison of reported premiums to expected ultimate premiums, along with a review of the aging and collection of premiums. Management evaluates the appropriateness of the premium estimates on the basis of these reviews and records any adjustments to these estimates in the period in which they are determined. Changes in premium estimates, including premium receivable on both excess of loss and quota share contracts, are not unusual and may result in significant adjustments in any period. A portion of amounts included in “Reinsurance balances receivable” in the consolidated balance sheets represent estimated premiums written, net of commissions and brokerage, that are not currently due based on the terms of the underlying contracts. Additional premiums due on a contract with no remaining coverage period are earned in full when written.

Certain contracts allow for reinstatement premiums in the event of a loss. Reinstatement premiums are written and earned when a triggering loss event occurs, based on management’s estimates of the ultimate reinstatement premiums. These estimates are subsequently adjusted when the actual reinstatement premiums are known.

Premiums written are recognized as earned over the contract period in proportion to the risk covered. Unearned premiums represent the unexpired portion of reinsurance provided.

Reinsurance Premiums Ceded
 
The Company reduces the risk of future losses on business assumed by reinsuring certain risks and exposures with other reinsurers (referred to as “retrocessionaires”). The Company remains liable to the extent that any retrocessionaire fails to meet its obligations and to the extent the Company does not hold sufficient security for its unpaid obligations.
 
Ceded premiums are written during the period in which the risks incept and the associated expense is recognized over the contract period in proportion to the protection provided. Unearned premiums ceded represent the unexpired portion of reinsurance obtained.

Acquisition Costs
 
Policy acquisition costs vary with, and are directly related to, the successful production of new and renewal business and consist principally of commissions, taxes, and brokerage expenses. The Company presents acquisition costs incurred on reinsurance assumed net of commissions earned on reinsurance ceded. However, if the sum of a contract’s expected losses and loss expenses and deferred acquisition costs exceeds associated unearned premiums and expected investment income, a premium deficiency is determined to exist. In this event, the Company writes off deferred acquisition costs to the extent necessary to eliminate the premium deficiency. If the premium deficiency exceeds deferred acquisition costs, the Company accrues a liability for the deficiency. The Company did not recognize any premium deficiency adjustments for the years presented in these consolidated financial statements.

Policy acquisition costs also include profit commissions, which the Company recognized on a basis consistent with its estimate of losses and loss expenses.

Loss and Loss Adjustment Expense Reserves and Recoverable
 
The Company’s loss and loss adjustment expense (“LAE”) reserves are composed of: 
 
case reserves for loss and LAE resulting from claims notified to the Company by its clients; and
reserves for estimated loss and LAE incurred by insureds and reinsureds but not yet reported (“IBNR”) to the Company, including unknown future developments on loss and LAE that are known to the Company.
The Company estimates these reserves based on reports from ceding companies, industry data, and historical experience analyzed using standard actuarial and statistical techniques.

The analysis includes assessing currently available data, predictions of future developments, estimates of future trends, and other factors. These estimates are reviewed by the Company’s reserving committee at least quarterly and adjusted as necessary.

F-11

The final settlement of losses may vary, perhaps materially, from the reserves recorded. The Company recognizes all adjustments to the estimates in the period they are determined. U.S. GAAP does not permit establishing loss reserves, which include case reserves and IBNR loss reserves, until the occurrence of an event that may give rise to a claim. As a result, only loss reserves applicable to losses incurred up to the reporting date are established. There is no allowance for the establishment of loss reserves to account for expected future loss events, including for catastrophe and weather-related events (herein referred as “CAT” events).
 
The “Loss and loss adjustment expenses recoverable” in the consolidated balance sheets represents the amounts due from retrocessionaires for unpaid loss and LAE on retrocession agreements. Ceded IBNR recoverable amounts are estimated based on the Company’s actuarial estimates. These estimates are reviewed periodically and adjusted when deemed necessary. The Company may be unable to recover the loss and LAE recoverable amounts due as a result of the retrocessionaires’ inability to pay. The Company regularly evaluates the financial condition of its retrocessionaires and calculates an allowance for expected credit losses (see “Reinsurance Assets” below).

For losses stemming from exposure to natural perils, loss reserves are generally established based on loss payments and case reserves reported by clients when, and if, received. Estimates for IBNR losses are added to the case reserves as the Company deems appropriate. See Note 7 for a summary of the Company’s estimation process for CAT events.
 
For contracts without significant exposure to natural perils, initial reserves for each contract are determined based on a combination of (i) the pricing analysis performed prior to binding the contract; (ii) the underwriter’s detailed knowledge of the cedent, its operations and future business plans; and (iii) the professional judgment and recommendation of the Chief Actuary. In the pricing analysis, the Company utilizes information from the client and industry data. This information typically includes, but is not limited to, data related to premiums, losses, exposure, business mix, industry performance, and associated trends covering as much history as deemed appropriate. The level of detail within the data obtained varies greatly depending on the underlying contract, line of business, client, and coverage provided. In all cases, the Company requests each client to provide data for each reporting period, which, depending on the contract, could be on a monthly or quarterly basis. The terms and conditions of each contract specify the data reporting requirements.
  
Generally, the Company obtains regular updates of premium and loss-related information for the current and historical periods and utilizes them to update the initially expected loss ratio. There may be a lag between (i) claims being reported by the underlying insured to the Company’s cedent and (ii) claims being reported by the Company’s cedent to the Company. This lag may impact the Company’s loss reserve estimates. Client reports have pre-determined due dates (for example, fifteen days after each month-end). The timing of the reporting requirements is designed so that the Company receives premium and loss information as soon as practicable once the client has closed its books. Accordingly, there should be a short lag in such reporting. Additionally, most contracts that have the potential for large single-event losses have provisions that such loss notifications are provided to the Company immediately upon the occurrence of an event. 

Once the updated information is received, the Company uses various standard actuarial methods for its quarterly analysis. Such methods typically include the following: 

•Paid loss development method: Ultimate losses are estimated by calculating past paid loss development factors and applying them to exposure periods with further expected paid loss development. This method assumes that losses are paid in a consistent pattern. It provides an objective test of reported loss projections because paid losses contain no reserve estimates.

•Reported loss development method: Ultimate losses are estimated by calculating past reported loss development factors and applying them to exposure periods with further expected reported loss development. This method incorporates changes in payments and case reserves.

•Expected loss ratio method: Ultimate losses are estimated by multiplying earned premiums by an expected loss ratio. The expected loss ratio is often determined using industry data, historical company data, past pricing or reserving analysis performed, and actuarial judgment. This method is typically used for lines of business and contracts where there are no (or insignificant) historical losses or where past loss experience is not considered applicable to the current period.

•Bornhuetter-Ferguson paid loss method: Ultimate losses are estimated by modifying expected loss ratios to the extent losses paid to date differ from what would have been expected based upon the selected paid loss development pattern.
F-12

This method avoids some distortions that could result from a large development factor being applied to a small base of paid losses to calculate ultimate losses.

•Bornhuetter-Ferguson reported loss method: Ultimate losses are estimated by modifying expected loss ratios to the extent losses reported to date differ from what would have been expected based upon the selected reported loss development pattern. This method avoids some distortions that could result from a large development factor being applied to a small base of reported losses to calculate ultimate losses.

•Frequency / Severity method: Ultimate losses are estimated by multiplying the ultimate number of claims (i.e., the frequency multiplied by the exposure base) by the estimated average cost per claim (i.e., the severity). This approach enables trends and patterns in the rates of claims emergence (i.e., reporting) and settlement (i.e., closure) and the average cost of claims to be analyzed separately.

In addition, the Company may supplement its analysis with other reserving methodologies that it deems relevant to specific contracts.

For each contract, the Company utilizes reserving methodologies it considers appropriate to calculate a best estimate of reserves. Whether the Company uses a single methodology or a combination depends upon the portfolio segment being analyzed and the actuary’s judgment. The Company’s reserving methodology does not require a fixed weighting of the various methods used. Certain methods are considered more appropriate than others depending on the type, structure, age, maturity, and duration of the expected losses on the contract. For example, the Bornhuetter-Ferguson reported loss method might be more appropriate than a paid loss development method for relatively new contracts that have experienced little paid loss development.
 
The Company’s gross aggregate reserves are the sum of the best estimate reserves of all portfolio exposures. Generally, IBNR loss reserves are calculated by estimating the ultimate incurred losses and subtracting cumulative paid claims and case reserves. Each quarter, the Company’s Reserving Committee, led by the Chief Actuary, meets to assess the adequacy of our loss reserves based on the reserve analysis and recommendations prepared by the Company’s reserving department.

The Company does not typically experience material claims processing backlogs, although such backlogs may occur following a major catastrophic event. At December 31, 2024, and 2023, the Company did not have a material backlog in its claims processing.

The Company did not make any significant changes to the actuarial methodology or assumptions relating to its loss and LAE reserves for the years presented in the consolidated financial statements.

Reinsurance Assets

The Company calculates an allowance for expected credit losses for its reinsurance balances receivable and loss and LAE recoverable by applying a Probability of Default (“PD”) / Loss Given Default (“LGD”) model. The PD / LGD approach considers the Company’s collectibility history on its reinsurance assets and representative external loss history. In calculating the probability of default, the Company also considers the estimated duration of its reinsurance assets.

The Company evaluates each counterparty’s creditworthiness based on credit ratings that independent agencies assign to the counterparty. The Company manages its credit risk in its reinsurance assets by transacting only with insurers and reinsurers that it considers financially sound. Credit ratings of the counterparties are forward-looking and consider various economic scenarios. The Company's evaluation of the required allowance for reinsurance balances receivable and loss and LAE recoverable considers the current economic environment as well as potential macroeconomic developments.

For its retrocessional counterparties that are unrated, the Company may hold collateral in the form of funds withheld, trust accounts, or irrevocable letters of credit. In evaluating credit risk associated with reinsurance balances receivable, the Company considers its right to offset loss obligations against premiums receivable. The Company regularly evaluates its net credit exposure to assess the ability of cedents and retrocessionaires to honor their respective obligations.

F-13

Deposit Assets and Liabilities
 
The Company applies deposit accounting to reinsurance contracts that do not transfer sufficient insurance risk to merit reinsurance accounting. Under deposit accounting, the Company recognizes an asset or liability based on its paid or received consideration. The deposit asset or liability balance is subsequently adjusted using the interest method with the corresponding income and expense recorded in the Company’s consolidated statements of operations under “Other income” and “Deposit interest expense,” respectively. The Company records deposit assets and liabilities in its consolidated balance sheets in “Reinsurance balances receivable” and “Reinsurance balances payable,” respectively. At December 31, 2024, deposit assets and liabilities were nil and $3.6 million, respectively (December 31, 2023: $0.9 million and $5.2 million, respectively).

Net investment income (loss)

The Company records interest income and interest expense on an accrual basis.

Any realized and unrealized gains or losses from other investments are determined on the basis of the specific identification method (by reference to cost or amortized cost, as appropriate). Additionally, net investment income (loss) includes realized and unrealized gains (losses) on derivative instruments.

In connection with the Company’s participation interest in Lloyd’s syndicates, the Lloyd’s syndicates invest a portion of the premiums withheld in investment funds and fixed-maturity securities. The Company records its share of income (or loss) from these assets as net investment income (loss) when reported by the syndicates, which is generally on a quarterly lag basis due to the timing of the availability of these quarterly financial reports.

Share-Based Compensation
 
The Company recognizes share-based compensation costs based on the fair value at the award’s grant date. The Company measures compensation for restricted shares and restricted stock units (“RSUs”) based on the price of the Company’s common shares at the grant date. For restricted shares and RSUs with service and performance vesting conditions, the expense is recognized based on management’s estimate of the probability of the performance conditions being achieved based on historical results and expectations of future results. If the Company expects to meet the performance conditions, it attributes the expense to the period the requisite service is rendered. For restricted shares and RSUs with only service vesting conditions, the Company recognizes the associated expense on a straight-line basis over the vesting period, net of any estimated or expected forfeitures.

The forfeiture rate is estimated based on the Company’s historical actual forfeitures relating to restricted shares and RSUs granted to employees. The forfeiture rate is reviewed annually and adjusted as necessary. The Company applies no forfeiture rate to restricted shares granted to directors, which vest over a maximum twelve-month period.

Determining the fair value of share purchase options at the grant date requires significant estimation and judgment. The Company uses the Black-Scholes option-pricing model to assist in the calculation of fair value for share purchase options. The model requires estimating various inputs such as the expected term, forfeiture and dividend rates, and volatility.
 
For share purchase options issued under the employee stock incentive plan, the compensation cost is calculated and recognized over the vesting periods on a graded vesting basis. 

Foreign Exchange
 
The reporting and functional currency of the Company and all its significant subsidiaries is the U.S. dollar. The Company records foreign currency transactions at the exchange rates in effect on the transaction date. Monetary assets and liabilities in foreign currencies are converted at the exchange rate in effect at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are carried at their historical exchange rates.

Derivative instruments

The Company recognizes derivative financial instruments in the consolidated balance sheets at their fair values.

The Company’s derivatives do not qualify as hedges for financial reporting purposes. The Company records the associated assets and liabilities in its consolidated balance sheets on a gross basis. The Company does not offset these balances against collateral pledged or received.


F-14

Other Assets

The Company’s other assets consist primarily of prepaid expenses, right-of-use lease assets, leasehold improvements, derivative assets, taxes recoverable, and deferred tax assets.

Other Liabilities
 
The Company’s other liabilities consist primarily of accruals for legal and other professional fees, employee bonuses and severances, taxes payable, derivative liabilities, and lease liabilities.
 
Comprehensive Income (Loss)

The Company has no comprehensive income or loss other than the net income or loss disclosed in the consolidated statements of operations.

Earnings (Loss) Per Share
 
The Company has issued unvested restricted stock awards, some of which contain non-forfeitable rights to dividends or dividend equivalents, whether paid or unpaid. These awards are considered “participating securities” for the purposes of calculating earnings (loss) per share. Basic earnings per share is calculated on the basis of the weighted average number of ordinary shares and participating securities outstanding during the period. Diluted earnings (or loss) per share includes the dilutive effect, if any, of the following:

•RSUs issued that convert to ordinary shares upon vesting;
•Unvested restricted share awards which are not considered “participating securities”;
•Additional potential ordinary shares issuable when in-the-money stock options are exercised, determined using the treasury stock method; and
•Effective January 1, 2022, the dilutive effect of the convertible notes calculated using the if-converted method. Under the if-converted method, the convertible notes are assumed to be converted at the beginning of the period. The resulting common shares are included in the denominator of the diluted net income per common share calculation. Interest expense related to the convertible notes incurred in the period is added back to the numerator for purposes of the if-converted calculation.
Diluted earnings (or loss) per share contemplates a conversion to ordinary shares of all convertible instruments only if they are dilutive. In the event of a net loss, all RSUs, stock options, shares potentially issuable in connection with convertible notes, and participating securities are excluded from the calculation of both basic and diluted loss per share as their inclusion would be anti-dilutive.

Taxation
 
The Company records current and deferred income taxes based on enacted tax laws and rates applicable in the relevant jurisdiction in the period in which the tax becomes accruable or realizable. Deferred income taxes are provided for all temporary differences between the bases of assets and liabilities reported in the consolidated balance sheets and those reported in the various jurisdictional tax returns.
The Company records a valuation allowance to the extent that the Company considers it more likely than not that all or a portion of the deferred tax asset will not be realized in the future. Other than this valuation allowance, the Company has not taken any income tax positions subject to significant uncertainty that is reasonably likely to have a material impact on the Company. 
 
Recent Accounting Pronouncements

Recently Issued Accounting Standards Adopted

On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures. The new ASU requires incremental disclosures related to a public entity’s reportable segments but does not change the definition of a segment, the method for determining segments, or the criteria for aggregating operating segments into reportable segments. The Company adopted this new ASU for its year ended December 31, 2024 (see Note 17).
F-15


Recently Issued Accounting Standards Not Yet Adopted

In December 2023, FASB issued ASU 2023-09, Income Taxes Topic (740) - Improvements to Income Tax Disclosures. The new ASU provides more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. While early adoption is permitted, a public company should apply the amendments prospectively. This ASU is effective for the Company’s 2025 year-end financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). This ASU 2024-03 requires more detailed disclosures about the type of expenses (including purchases of inventory, employee compensation, and depreciation / amortization) in commonly presented expense captions in the consolidated income statements e.g. cost of sales, general and administrative expenses, and research and development. The ASU 2024-03 is effective for public business entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years after December 15, 2027. Early adoption is permitted.

The Company is currently evaluating the disclosure impact of the above new ASUs.
F-16

3. INVESTMENT IN RELATED PARTY INVESTMENT FUND

The Company has entered into the Second Amended and Restated Exempted Limited Partnership Agreement (the “Solasglas LPA”) of Solasglas Investments, LP (“Solasglas”), as amended from time to time, with DME Advisors II, LLC (“DME II”), as General Partner, Greenlight Re, and GRIL, (together, the “GLRE Limited Partners”). Effective January 1, 2023, the Company increased the maximum Investment Portfolio to 60% of GLRE Surplus from 50% , as defined in the Solasglas LPA, which was further increased to 70% on August 1, 2024.

Solasglas has entered into a Solasglas investment advisory agreement (“IAA”) with DME Advisors. LP (“DME Advisors”), pursuant to which DME Advisors is the investment manager for Solasglas. DME II and DME Advisors are related to the Company, and each is an affiliate of David Einhorn, Chairman of the Company’s Board of Directors (the “Chairman”).

The Company has concluded that Solasglas qualifies as a variable interest entity (“VIE”) under U.S. GAAP. In assessing its interest in Solasglas, the Company noted the following:

•DME II serves as Solasglas’ general partner and has the power to appoint the investment manager. The Company does not have the power to appoint, change or replace the investment manager or the general partner except “for cause.” Neither of the GLRE Limited Partners can participate in the investment decisions of Solasglas as long as Solasglas adheres to the investment guidelines provided within the Solasglas LPA. For these reasons, the GLRE Limited Partners are not considered to have substantive participating rights or kick-out rights.

•DME II holds an interest in excess of 10% of Solasglas’ net assets, which the Company considers to represent an obligation to absorb losses and a right to receive benefits of Solasglas that are significant to Solasglas.

Consequently, the Company has concluded that DME II’s interests, not the Company’s, meet both the “power” and “benefits” criteria associated with VIE accounting guidance. Therefore DME II is Solasglas’ primary beneficiary. The Company presents its investment in Solasglas in its consolidated balance sheets in the caption “Investment in related party investment fund.”

The Company’s maximum exposure to loss relating to Solasglas is limited to GLRE’s share of Partners’ capital in Solasglas. At December 31, 2024, GLRE’s share of Partners’ capital in Solasglas was $387.1 million (December 31, 2023: $258.9 million), representing 77.9% (December 31, 2023: 72.7%) of Solasglas’ total capital. DME II held the remaining 22.1% (December 31, 2023: 27.3%) of Solasglas’ total capital. The investment in Solasglas is recorded at the GLRE Limited Partners’ share of Solasglas’ capital as reported by Solasglas’ third-party administrator. The GLRE Limited Partners can redeem their investment from Solasglas for operational purposes by providing 3 business days’ notice to DME II. At December 31, 2024, the majority of Solasglas’ long investments were composed of cash and publicly-traded equity securities, which could be readily liquidated to meet the GLRE Limited Partners’ redemption requests.

The Company’s share of Solasglas’ income from operations for the years ended December 31, 2024, 2023, and 2022, was $33.6 million, $28.7 million, and $54.8 million, respectively, and shown in the caption “Income from investment in related party investment fund” in the Company’s consolidated statements of operations.

At December 31, 2024, the Company’s investment in Solasglas represented 60.9% (December 31, 2023: 43.4%) of total shareholders’ equity.

The Company has determined that for its fiscal year ended December 31, 2024, the Company’s investment in Solasglas met at least one of the conditions of a significant subsidiary under SEC’s Regulation S-X, Rule 3-09. Accordingly, the audited financial statements for Solasglas have been attached as an exhibit (Exhibit 99.1) to this Form 10-K.

The summarized financial statements of Solasglas are presented below.

F-17

Summarized Statements of Financial Condition of Solasglas Investments, LP
December 31, 2024 December 31, 2023
Assets
Investments, at fair value $ 504,828  $ 453,358 
Derivative contracts, at fair value 8,925  11,167 
Due from brokers 188,296  121,754 
Cash and cash equivalents 40,354  — 
Interest and dividends receivable 1,536  1,143 
Total assets 743,939  587,422 
Liabilities and partners’ capital
Liabilities
Investments sold short, at fair value (234,977) (197,571)
Derivative contracts, at fair value (4,452) (12,917)
Due to brokers —  (17,398)
Capital withdrawals payable (4,000) (1,000)
Interest and dividends payable (3,218) (2,315)
Accrued expenses and other liabilities (180) (247)
Total liabilities (246,827) (231,448)
Partners' capital $ 497,112  $ 355,974 
GLRE’s share of Partners' capital
$ 387,144  $ 258,890 




F-18

Summarized Statements of Operations of Solasglas Investments, LP
Year ended December 31,
2024 2023 2022
Investment income
Dividend income (net of withholding taxes) $ 3,108  $ 1,869  $ 1,586 
Interest income 14,103  9,211  2,390 
Total Investment income 17,211  11,080  3,976 
Expenses
Management fee (6,074) (4,766) (3,580)
Interest (4,365) (6,969) (1,950)
Dividends (4,593) (2,802) (1,374)
Research and operating (1,568) (1,750) (988)
Total expenses (16,600) (16,287) (7,892)
Net investment income (loss) 611  (5,207) (3,916)
Realized and change in unrealized gains (losses)
Net realized gain (loss) 97,865  (1,394) 75,172 
Net change in unrealized appreciation (depreciation) (46,316) 55,279  11,886 
Net gain on investment transactions 51,549  53,885  87,058 
Net increase in Partners' capital (1)
$ 52,160  $ 48,678  $ 83,142 
GLRE’s share of the increase in Partners' capital
$ 33,605  $ 28,696  $ 54,844 

1 The net increase in Partners’ capital is net of management fees and performance allocation presented below:

Year ended December 31,
2024 2023 2022
Management fees $ 6,074  $ 4,766  $ 3,580 
Performance allocation 3,734  3,188  6,094 
Total $ 9,808  $ 7,954  $ 9,674 

See Note 15 for further details on management fees and performance allocation.


4.     OTHER INVESTMENTS
 
Portfolio

The Company’s other investments consist of:

•Private investments, unlisted equities, and debt and convertible debt instruments, which consist primarily of Innovations-related investments supporting technology innovators in the (re)insurance market (See Note 17).

At December 31, 2024, the breakdown of the Company’s other investments was as follows:
Cost Unrealized
gains
Unrealized
losses
Accrued interest Fair value / carrying value
Private investments and unlisted equities $ 28,111  $ 51,076  $ (7,320) $ —  $ 71,867 
Debt and convertible debt securities 2,713  —  (1,510) 90  1,293 
Total other investments $ 30,824  $ 51,076  $ (8,830) $ 90  $ 73,160 
F-19


At December 31, 2023, the breakdown of the Company’s other investments was as follows:
Cost Unrealized
gains
Unrealized
losses
Accrued interest Fair value / carrying value
Private investments and unlisted equities $ 28,470  $ 49,424  $ (6,737) $ —  $ 71,157 
Debt and convertible debt securities 2,499  —  (499) 136  2,136 
Total other investments $ 30,969  $ 49,424  $ (7,236) $ 136  $ 73,293 

The following table presents the carrying values of the private investments and unlisted equity securities carried under the measurement alternative at December 31st and the related adjustments recorded during the years then ended.
2024 2023 2022
Carrying value (1)
$ 71,867  $ 71,157  $ 62,433 
Upward carrying value changes (2)
$ 2,908  $ 7,262  $ 11,277 
Downward carrying value changes and impairment (3)
$ (3,311) $ (5,003) $ (1,073)

(1) The period-end carrying values reflect cumulative purchases and sales in addition to upward and downward carrying value changes.
(2) The cumulative upward carrying value changes from inception to December 31, 2024, totaled $53.5 million.
(3) The cumulative downward carrying value changes and impairments from inception to December 31, 2024, totaled $9.7 million.

Net investment income

The following table summarizes the change in unrealized gains (losses) and the realized gains (losses) for the Company’s other investments, which are included in “Net investment income” in the consolidated statements of operations (see Note 13):
Year ended December 31,
2024 2023 2022
Gross realized gains $ 346  $ $ — 
Gross realized losses (1,332) (811) — 
Net realized gains (losses) $ (986) $ (804) $ — 
Change in unrealized gains 68  2,542  9,858 
Net realized and unrealized gains (losses) on other investments $ (918) $ 1,738  $ 9,858 


5.     RESTRICTED CASH AND CASH EQUIVALENTS

The following table shows the breakdown of the Company’s restricted cash and cash equivalents, along with a reconciliation of the total cash, cash equivalents, and restricted cash reported in the consolidated statements of cash flows:
  December 31, 2024 December 31, 2023
Restricted cash and cash equivalents:
  Cash securing trust accounts $ 256,796  $ 300,152 
  Cash securing letters of credit issued 312,855  291,456 
  Cash securing Loan Facility 10,000  10,000 
  Other 4,751  3,040 
Total restricted cash and cash equivalents 584,402  604,648 
Cash and cash equivalents 64,685  51,082 
Total cash, cash equivalents, and restricted cash $ 649,087  $ 655,730 

F-20

Where the Company operates as a non-admitted carrier in certain foreign jurisdictions, regulatory trust accounts and letters of credit are issued to cedents. Additionally, the Company has provided cash collateral for the Loan Facility (see Note 9).

6.     FAIR VALUE MEASUREMENTS

Fair Value Hierarchy

The fair value of a financial instrument is the amount that would be received in an asset sale or paid to transfer a liability in an orderly transaction between unaffiliated market participants. Assets and liabilities measured at fair value are categorized based on the extent to which the inputs are observable in the market. The categorization of financial instruments within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows:

•Level 1: Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
•Level 2: Observable inputs other than prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated with observable market data.
•Level 3: Unobservable inputs supported by little or no market activity and significant to the fair value of the assets and liabilities. The term “unobservable inputs” includes certain pricing models, discounted cash flow methodologies, and similar techniques.

There have been no material change in the Company’s valuation techniques, nor have there been any transfers between Level 1 and Level 2, or Level 2 and Level 3 for the years presented in these consolidated financial statements.

Assets measured at fair value on a nonrecurring basis

At December 31, 2024 and 2023, the Company held $63.4 million and $61.3 million, respectively, of private investments and unlisted equities measured at fair value on a nonrecurring basis. At December 31, 2024, the Company held $8.5 million (2023: $9.9 million) of private investments and unlisted equities measured at cost. The Company classifies these investments as Level 3 within the fair value hierarchy.

The following table summarizes the periods between the most recent fair value measurement dates and December 31, 2024, for the private and unlisted equities measured at fair value on a nonrecurring basis:

Less than 6 months 6 to 12 months Over 1 year Total
Fair values measured on a nonrecurring basis $ 14,083  $ 1,423  $ 47,858  $ 63,364 


Assets measured at fair value on a recurring basis

Derivative financial instruments

The Company uses interest rate swaps in connection with its risk management activities to hedge 50% of the interest rate risk relating to the outstanding Term Loans (see Note 9). The interest rate swaps are carried at fair value and are determined using a market approach valuation technique based on significant observable market inputs from third-party pricing vendors. Accordingly, the interest rates swaps are classified as Level 2 within the fair value hierarchy. These derivative instruments are not designated as accounting hedges under U.S. GAAP.

For the years ended December 31, 2024 and 2023, the Company recognized an unrealized loss for the above derivatives of $0.3 million and an unrealized gain of $0.6 million, respectively, which is included in “Interest expense” in the consolidated statements of operations. The unrealized loss / gain is reported as “Net change in unrealized gains and losses on investments and derivatives” in the consolidated statements of cash flows. The derivative liability is included in “Other liabilities” in the consolidated balance sheets.



F-21

Financial Instruments Disclosed, But Not Carried, at Fair Value

At December 31, 2024, the carrying value of debt and convertible debt securities within “Other Investments” (see Note 4) and the Term Loans approximates their fair values. The Company classifies these financial instruments as Level 2 within the fair value hierarchy.


7.     LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES

The Company’s loss and LAE reserves were composed of the following:
  December 31, 2024 December 31, 2023
Case reserves $ 230,633  $ 189,050 
IBNR 630,336  472,504 
Total $ 860,969  $ 661,554 

Reserve Roll-forward

The following provides a reconciliation of the Company’s beginning and ending gross and net reserves for loss and LAE:

Year ended December 31,
2024 2023 2022
Gross balance at January 1 $ 661,554  $ 555,468  $ 524,010 
Less: Losses recoverable (25,687) (13,239) (11,100)
Net balance at January 1 635,867  542,229  512,910 
Incurred losses related to:      
  Current year
406,465  348,798  316,367 
  Prior years
20,804  11,206  118 
Total incurred 427,269  360,004  316,485 
Paid losses related to:      
  Current year
(63,448) (75,678) (78,517)
  Prior years
(218,973) (198,613) (198,897)
Total paid (282,421) (274,291) (277,414)
Foreign exchange and translation adjustment
(5,536) 7,926  (9,752)
Net balance at December 31 775,179  635,867  542,229 
Add: Losses recoverable (see Note 8)
85,790  25,687  13,239 
Gross balance at December 31 $ 860,969  $ 661,554  $ 555,468 

Estimates for Catastrophe Events

At December 31, 2024 and 2023, the Company’s net reserves for losses and LAE include estimated amounts for several catastrophe and weather-related events (the “CAT losses”).

The determination of the net reserves for losses and LAE related to CAT events represent the Company’s best estimate of losses and LAE that have been incurred at December 31, 2024. The determination of these net reserves for losses and LAE is estimated by management after a catastrophe occurs by completing an in-depth analysis of individual contracts which could potentially have been impacted by the CAT event. This in-depth analysis may rely on several sources of information including:

•catastrophe bulletins published by various independent statistical reporting agencies;
•estimates of the size of insured industry losses from the CAT event and the Company’s corresponding market share;
•a review of the Company’s reinsurance contracts to identify those contracts which may be exposed to the CAT event;
•a review of modeled loss estimates based on information previously reported by customers and brokers, including exposure data obtained during the underwriting process;
•discussions of the impact of the event with customers and brokers; and
•a review of the coverage provided by the Company’s retrocession contracts (ceded reinsurance).

F-22

While the Company believes its estimate of net reserves for losses and LAE is adequate for CAT losses that have been incurred at December 31, 2024 based on current facts and circumstances, the Company monitors changes in paid and incurred losses in relation to each catastrophe in subsequent reporting periods and adjustments are made to estimates of ultimate losses for each event if there are developments that are different from previous expectations. The magnitude and volume of losses arising from CAT events is inherently uncertain. Adjustments are recorded in the period in which they are identified. Accordingly, actual losses for CAT events may ultimately differ materially from the Company’s current estimates.

CAT events in 2024

During the year ended December 31, 2024, the Company incurred net CAT losses of $57.5 million driven mainly by the Baltimore Bridge collapse, Hurricanes Helene and Milton, the severe convective storms in the U.S. (the “U.S. tornados”) and various marine, energy and aviation related events.

CAT events in 2023

During the year ended December 31, 2023, the Company incurred net CAT losses of $28.8 million driven mainly by the U.S. tornados and a Mexican state-owned oil platform fire loss.

CAT events in 2022

During the year ended December 31, 2022, the Company incurred net CAT losses of $39.7 million driven mainly by the Russian-Ukraine conflict and Hurricane Ian.

Prior Year Reserve Development

The Company’s net favorable (adverse) prior year development arises from changes to estimates for losses and LAE related to loss events that occurred in previous calendar years. The following table presents net prior year reserve development by segment and consolidated:

Favorable (Adverse)
Open Market Innovations Total Segments Corporate Total Consolidated
Year ended December 31, 2024 $ (14,944) $ 296  $ (14,648) $ (6,156) $ (20,804)
Year ended December 31, 2023 $ (3,586) $ (430) $ (4,016) $ (7,190) $ (11,206)
Year ended December 31, 2022 $ 3,487  $ (2,669) $ 818  $ (936) $ (118)

Open Market Segment:

•The net adverse reserve development in 2024 was composed of $18.4 million of reserve strengthening predominantly driven by the Russian-Ukrainian conflict over aviation losses due to additional uncertainties over judicial rulings interpreting applicable coverages and contracts in place and the future behavior of the Russian government and airlines. Additionally, the Company had reserve strengthening on the casualty line (various underwriting years) due to current economic and social inflation trends. This was partially offset by $3.4 million of favorable reserve development predominantly on financial and specialty lines (various underwriting years).

•The net adverse reserve development in 2023 was composed of $28.6 million of reserve strengthening predominantly on the casualty line (various underwriting years) due to current economic and social inflation trends, coupled with a final claim settlement on a professional liability contract (2008 underwriting year). This was partially offset mainly by $25.0 million of net favorable reserve development on the financial, property (CAT related), and specialty lines due to better than expected loss emergence (2020-2022 underwriting years).

•The net favorable reserve development in 2022 was composed of $16.0 million of favorable reserve development predominantly on the financial line (2017-2020 underwriting years) and property line (various pre-2021 years property CAT events) due to better than expected loss emergence. This was partially offset by $12.5 million of reserve strengthening predominantly on the casualty line (2014-2021 underwriting years) due to current economic and social inflation trends.
F-23

Innovations Segment:

•The net favorable reserve development in 2024 was composed of $1.8 million mainly on the health line (mostly 2020-2021 underwriting years) due to better than expected loss emergence, offset partially by $1.5 million reserve strengthening on financial, multiline, and specialty lines.

•The net adverse reserve development in 2023 was composed of $1.2 million of reserve strengthening predominantly on the multiline business (2021 underwriting year) due to current economic and social inflation trends. The adverse development was offset partially by $0.8 million favorable reserve development on specialty business (2021 underwriting year) due to better than expected loss emergence.

•The net adverse reserve development in 2022 was composed of $2.9 million of reserve strengthening predominantly on the health line (2020 underwriting year). The adverse development was offset partially by $0.2 million of favorable reserve development on the multiline business.

Corporate - Runoff Business:

Corporate represents the runoff business relating to the Company’s property business not renewed in 2024 as a result of significant CAT losses driven by the U.S. tornados (2021-2023 underwriting years) and Winter Storm Elliott (2022 underwriting year). The adverse prior year reserve development for the three years presented in the above table relate to these CAT events.

Net Incurred and Paid Claims Development Tables by Accident Year

The following tables present net incurred and paid claims development by accident year, total IBNR liabilities plus expected development on reported claims, and average annual percentage payout of incurred claims by age for each line of business. The loss development tables are presented on an accident year basis for each line of business within the Open Market and Innovations segments, as well as for the Corporate runoff property business (see Note 17). The Company does not discount reserves for losses and LAE.

For incurred and paid claims denominated in currencies other than U.S. dollars, the tables are presented using the foreign exchange rate in effect at the current year-end date. As a result, all prior year information has been restated to reflect December 31, 2024, foreign exchange rates. This treatment prevents changes in foreign currency exchange rates from distorting the claims development between the years presented.

Additionally, for assumed contracts, the Company does not generally receive claims information by accident year from the ceding insurers but instead receives claims information by the treaty year of the contract. Claims reported by the ceding insurer to the Company may have the covered losses occurring in an accident year other than the treaty year. Some incurred and paid claims have been allocated to the accident years for the loss development tables based on the proportion of premiums earned for each contract during such accident year.

The totals in the tables below may not sum due to rounding.

















F-24


Open Market Segment
Open Market - Casualty
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 $ 42,514  $ 42,747  $ 47,000  $ 49,032  $ 50,051  $ 49,496  $ 52,618  $ 54,660  $ 53,820  $ 55,102  $ 4,585 
2016 61,604  68,329  73,389  73,678  73,585  78,598  82,464  86,665  91,068  12,775 
2017 65,586  73,347  73,586  75,163  81,209  84,804  91,376  97,122  18,159 
2018 39,089  39,790  40,253  42,099  42,717  46,338  50,274  9,351 
2019 35,774  36,379  36,888  37,100  39,483  39,890  7,282 
2020 52,652  49,098  50,963  54,239  55,591  11,087 
2021 71,345  69,504  73,592  73,950  12,598 
2022 54,332  53,442  50,206  24,982 
2023 47,830  47,424  39,060 
2024 55,246  52,793 
Total $ 615,873  $ 192,673 

Open Market - Casualty
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 $ 1,610  $ 5,832  $ 15,156  $ 22,460  $ 27,112  $ 36,833  $ 41,694  $ 45,429  $ 47,980  $ 50,517 
2016 3,182  11,919  23,753  34,387  46,829  54,693  64,701  71,084  78,293 
2017 5,355  16,115  25,962  38,919  50,029  60,701  69,392  78,963 
2018 4,990  12,534  19,245  26,479  30,467  35,139  40,923 
2019 6,235  15,319  21,671  25,516  29,193  32,608 
2020 11,443  24,107  33,374  40,088  44,504 
2021 23,210  43,059  54,644  61,352 
2022 9,258  17,623  25,224 
2023 2,845  8,364 
2024 2,453 
Total 423,200 
All outstanding liabilities before 2015, net of reinsurance 1,488 
Liabilities for claims and claims adjustment expenses, net of reinsurance (Casualty) $ 194,161 
Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
11.8  % 16.9  % 14.5  % 11.8  % 12.0  % 13.2  % 7.0  % 4.2  % 3.2  % 5.4  %

F-25

Open Market - Financial
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ — 
2016 1,861  1,861  580  872  824  501  490  488  486  79 
2017 7,779  3,726  3,944  6,477  5,021  5,006  4,811  4,614  309 
2018 4,110  4,474  6,864  5,047  5,318  5,203  4,794  765 
2019 9,922  13,427  11,608  9,400  9,093  8,495  1,877 
2020 20,687  20,479  19,515  19,422  20,070  6,571 
2021 17,836  15,733  13,479  13,529  5,904 
2022 21,311  19,803  20,184  12,274 
2023 18,790  16,179  12,649 
2024 21,500  19,555 
Total $ 109,851  $ 59,984 

Open Market - Financial
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ — 
2016 23  322  576  412  405  407  406  406 
2017 100  1,830  3,339  4,278  4,283  4,413  4,413  4,305 
2018 665  4,005  3,825  3,957  4,354  4,353  4,029 
2019 3,063  4,282  5,233  6,775  6,948  6,618 
2020 2,811  5,310  9,492  11,277  13,498 
2021 500  2,184  5,086  7,625 
2022 —  4,502  7,910 
2023 1,978  3,531 
2024 1,945 
Total 49,867 
All outstanding liabilities before 2015, net of reinsurance — 
Liabilities for claims and claims adjustment expenses, net of reinsurance (Financial) $ 59,984 

Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
20.3  % 33.6  % 25.4  % 14.4  % 6.3  % —  % —  % —  % —  % —  %

F-26

Open Market - Health
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 $ 29,465  $ 28,899  $ 29,009  $ 28,763  $ 28,714  $ 28,713  $ 28,713  $ 28,713  $ 28,684  $ 28,684  $ — 
2016 13,269  14,943  14,846  14,571  14,546  14,546  14,546  14,529  14,529  — 
2017 9,621  11,580  11,847  11,606  11,696  11,696  11,685  11,685  — 
2018 22,375  24,494  24,186  23,522  23,522  23,498  23,498  — 
2019 23,647  24,224  24,012  24,018  23,773  23,763 
2020 27,385  27,386  27,309  26,830  26,820  10 
2021 19,765  20,103  19,669  19,623  11 
2022 4,064  3,650  3,558  16 
2023 123  10  10 
2024 161  161 
Total $ 152,332  $ 213 

Open Market - Health
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 $ 14,187  $ 28,657  $ 28,754  $ 28,702  $ 28,684  $ 28,684  $ 28,684  $ 28,684  $ 28,684  $ 28,684 
2016 9,282  14,787  14,831  14,529  14,529  14,529  14,529  14,529  14,529 
2017 6,494  11,002  11,541  11,541  11,691  11,691  11,685  11,685 
2018 13,079  23,220  24,063  23,506  23,506  23,498  23,498 
2019 10,698  23,378  23,762  23,762  23,758  23,758 
2020 14,536  26,809  26,814  26,810  26,810 
2021 13,186  19,595  19,615  19,611 
2022 3,003  3,546  3,542 
2023 —  — 
2024 — 
Total 152,119 
All outstanding liabilities before 2015, net of reinsurance — 
Liabilities for claims and claims adjustment expenses, net of reinsurance (Motor Casualty) $ 213 

Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
57.3  % 41.4  % 1.3  % —  % —  % —  % —  % —  % —  % —  %

F-27

Open Market - Multiline
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 $ 162,948  $ 165,776  $ 168,369  $ 172,465  $ 173,734  $ 173,455  $ 172,075  $ 171,782  $ 172,072  $ 171,691  $ 1,582 
2016 240,527  250,969  256,726  262,994  261,015  256,839  257,806  257,887  257,690  303 
2017 301,673  300,557  311,730  318,398  306,666  303,381  301,899  302,370  2,513 
2018 256,451  268,497  265,995  259,005  258,095  253,301  253,462  1,431 
2019 255,787  272,529  284,399  285,292  280,551  277,254  1,445 
2020 155,262  163,047  160,017  159,497  158,913  5,000 
2021 187,356  176,868  187,812  199,153  6,395 
2022 152,106  148,280  144,962  18,206 
2023 124,313  122,173  72,943 
2024 115,211  103,151 
Total $ 2,002,879  $ 212,970 

Open Market - Multiline
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 $ 95,129  $ 155,609  $ 166,040  $ 169,229  $ 169,481  $ 168,910  $ 168,948  $ 169,386  $ 169,599  $ 170,109 
2016 128,360  219,642  241,269  256,237  253,883  254,601  256,902  257,079  257,388 
2017 162,142  260,211  290,161  292,363  294,886  296,902  297,633  299,857 
2018 135,443  236,493  243,307  245,639  247,866  249,905  252,031 
2019 141,012  242,202  264,221  271,534  274,065  275,809 
2020 64,201  129,462  144,893  151,575  153,913 
2021 83,913  145,076  175,632  192,757 
2022 42,560  84,962  126,756 
2023 18,593  49,229 
2024 12,060 
Total 1,789,909 
All outstanding liabilities before 2015, net of reinsurance 51 
Liabilities for claims and claims adjustment expenses, net of reinsurance (Multiline) $ 213,021 

Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
47.2  % 37.2  % 9.8  % 3.6  % 0.8  % 0.6  % 0.5  % 0.2  % —  % 0.1  %

F-28

Open Market - Property
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 $ 29,245  $ 33,473  $ 34,145  $ 31,310  $ 31,066  $ 30,326  $ 30,200  $ 30,244  $ 30,239  $ 30,255  $ 184 
2016 27,308  27,713  24,044  23,346  23,089  22,917  22,972  22,881  22,883  33 
2017 80,591  75,833  66,718  67,176  66,987  66,355  66,109  65,911  792 
2018 27,890  24,391  24,765  24,119  23,511  23,059  22,932  2,259 
2019 27,603  14,816  14,297  12,470  12,684  12,583  1,325 
2020 28,697  24,784  21,661  21,168  21,002  3,109 
2021 20,909  15,632  14,393  13,864  3,170 
2022 20,963  14,962  14,494  4,626 
2023 13,145  14,342  7,799 
2024 30,611  28,685 
Total $ 248,877  $ 51,982 

Open Market - Property
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 $ 12,883  $ 25,262  $ 28,635  $ 29,603  $ 29,808  $ 29,910  $ 29,932  $ 30,025  $ 30,027  $ 30,071 
2016 9,930  18,133  20,946  21,935  22,281  22,614  22,705  22,764  22,850 
2017 43,243  55,151  62,281  63,427  64,584  64,666  65,048  65,119 
2018 5,137  15,310  17,992  18,703  19,706  20,746  20,673 
2019 4,045  6,905  8,287  9,763  11,088  11,258 
2020 5,851  11,133  15,062  16,793  17,893 
2021 2,289  6,597  9,245  10,693 
2022 3,196  7,605  9,867 
2023 3,377  6,543 
2024 1,926 
Total 196,895 
All outstanding liabilities before 2015, net of reinsurance 172 
Liabilities for claims and claims adjustment expenses, net of reinsurance (Property) $ 52,154 

Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
49.3  % 33.2  % 8.5  % 3.5  % 2.8  % 1.4  % 0.8  % 0.2  % 0.2  % 0.1  %

F-29

Open Market - Specialty
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 $ 308  $ 282  $ 308  $ 277  $ 185  $ 185  $ 185  $ 185  $ 185  $ 185  $ — 
2016 —  —  —  —  —  —  —  —  —  — 
2017 4,146  3,582  3,537  3,672  3,046  2,860  2,568  2,551  41 
2018 3,459  3,809  4,100  3,640  3,690  3,559  3,488  79 
2019 9,002  8,650  7,948  8,283  8,670  8,705  292 
2020 25,557  20,671  22,675  21,223  21,319  2,362 
2021 30,411  31,810  28,260  34,024  16,464 
2022 35,997  33,417  43,110  29,404 
2023 56,455  42,575  28,101 
2024 104,266  94,912 
Total $ 260,223  $ 171,653 

Open Market - Specialty
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 $ 57  $ 174  $ 185  $ 185  $ 185  $ 185  $ 185  $ 185  $ 185  $ 185 
2016 —  —  —  —  —  —  —  —  — 
2017 68  889  1,543  2,018  2,238  2,387  2,455  2,510 
2018 543  1,664  2,331  2,885  3,158  3,312  3,409 
2019 1,742  4,518  5,885  7,061  7,988  8,413 
2020 2,962  13,484  16,501  17,820  18,957 
2021 8,827  11,281  14,523  17,561 
2022 736  7,214  13,707 
2023 4,828  14,474 
2024 9,354 
Total 88,569 
All outstanding liabilities before 2015, net of reinsurance — 
Liabilities for claims and claims adjustment expenses, net of reinsurance (Specialty) $ 171,653 

Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
19.0  % 32.6  % 20.2  % 11.5  % 7.1  % 4.8  % 2.7  % 2.1  % —  % —  %




F-30

Innovations Segment

Innovations - Casualty
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ — 
2016 —  —  —  —  —  —  —  —  —  — 
2017 —  —  —  —  —  —  —  —  — 
2018 —  —  —  —  —  —  —  — 
2019 —  —  —  —  —  —  — 
2020 —  —  —  —  —  — 
2021 643  643  457  503  503 
2022 2,228  1,947  1,996  1,978 
2023 8,222  7,701  7,690 
2024 10,647  9,815 
Total $ 20,847  $ 19,986 

Innovations - Casualty
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ — 
2016 —  —  —  —  —  —  —  —  — 
2017 —  —  —  —  —  —  —  — 
2018 —  —  —  —  —  —  — 
2019 —  —  —  —  —  — 
2020 —  —  —  —  — 
2021 —  —  —  — 
2022 15  18  18 
2023 146  11 
2024 832 
Total 861 
All outstanding liabilities before 2015, net of reinsurance — 
Liabilities for claims and claims adjustment expenses, net of reinsurance (Casualty) $ 19,986 

Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) (1)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
11.8  % 16.9  % 14.5  % 11.8  % 12.0  % 13.2  % 7.0  % 4.2  % 3.2  % 5.4  %
(1) Due to lack of payment history for Innovations segment, the above table is based on the Open Market segment for same line of business.
F-31

Innovations - Financial
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ — 
2016 —  —  —  —  —  —  —  —  —  — 
2017 —  —  —  —  —  —  —  —  — 
2018 —  —  —  —  —  —  —  — 
2019 —  —  —  —  —  —  — 
2020 —  —  —  —  —  — 
2021 —  —  —  —  — 
2022 233  233  86  54 
2023 1,847  2,537  1,885 
2024 3,959  1,985 
Total $ 6,582  $ 3,925 

Innovations - Financial
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ — 
2016 —  —  —  —  —  —  —  —  — 
2017 —  —  —  —  —  —  —  — 
2018 —  —  —  —  —  —  — 
2019 —  —  —  —  —  — 
2020 —  —  —  —  — 
2021 —  —  —  — 
2022 16  32 
2023 81  652 
2024 1,974 
Total 2,658 
All outstanding liabilities before 2015, net of reinsurance — 
Liabilities for claims and claims adjustment expenses, net of reinsurance (Financial) $ 3,925 
Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) (1)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
20.3  % 33.6  % 25.4  % 14.4  % 6.3  % —  % —  % —  % —  % —  %
(1) Due to lack of payment history for Innovations segment, the above table is based on the Open Market segment for same line of business.



F-32



Innovations - Health
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 $ 985  $ 983  $ 983  $ 656  $ 612  $ 612  $ 612  $ 612  $ 587  $ 587  $ — 
2016 1,020  1,020  714  694  694  694  694  647  647  — 
2017 903  894  1,147  1,147  1,147  1,018  987  987  — 
2018 1,121  1,281  1,267  1,263  1,097  1,024  1,024  — 
2019 2,943  3,900  3,849  3,829  3,790  3,790  — 
2020 9,677  9,751  9,819  9,745  9,688  — 
2021 19,052  21,402  21,328  20,999  — 
2022 4,572  4,967  4,106  29 
2023 1,214  1,067  33 
2024 1,029  639 
Total $ 43,924  $ 701 

Innovations - Health
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 $ 249  $ 528  $ 587  $ 587  $ 587  $ 587  $ 587  $ 587  $ 587  $ 587 
2016 245  566  626  644  647  647  647  647  647 
2017 272  855  967  987  987  987  987  987 
2018 438  818  1,017  1,025  1,025  1,024  1,024 
2019 878  3,542  3,788  3,791  3,790  3,790 
2020 6,777  9,478  9,689  9,688  9,688 
2021 15,710  20,763  21,003  20,999 
2022 2,211  3,847  4,077 
2023 537  1,033 
2024 390 
Total 43,223 
All outstanding liabilities before 2015, net of reinsurance — 
Liabilities for claims and claims adjustment expenses, net of reinsurance (Health) $ 701 

Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
57.3  % 41.4  % 1.3  % —  % —  % —  % —  % —  % —  % —  %



F-33



Innovations - Multiline
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ — 
2016 —  —  —  —  —  —  —  —  —  — 
2017 —  —  —  —  —  —  —  —  — 
2018 — 
2019 1,237  1,065  1,224  1,153  1,198  1,101  20 
2020 2,132  2,230  2,135  2,185  2,273  42 
2021 3,345  2,914  3,064  2,786  137 
2022 12,953  12,280  14,248  4,416 
2023 31,970  30,667  14,435 
2024 32,610  25,326 
Total $ 83,694  $ 44,376 

Innovations - Multiline
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ —  $ — 
2016 —  —  —  —  —  —  —  —  — 
2017 —  —  —  —  —  —  —  — 
2018 — 
2019 182  845  1,148  1,115  1,148  1,081 
2020 1,286  2,034  2,088  2,131  2,231 
2021 1,314  2,132  2,487  2,649 
2022 3,181  7,193  9,832 
2023 11,145  16,232 
2024 7,283 
Total 39,318 
All outstanding liabilities before 2015, net of reinsurance — 
Liabilities for claims and claims adjustment expenses, net of reinsurance (Multiline) $ 44,376 

Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) (1)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
47.2  % 37.2  % 9.8  % 3.6  % 0.8  % 0.6  % 0.5  % 0.2  % —  % 0.1  %
(1) Due to lack of payment history for Innovations segment, the above table is based on the Open Market segment for same line of business.
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Innovations - Specialty
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 —  —  —  —  —  —  —  —  —  —  $ — 
2016 —  —  —  —  —  —  —  —  —  — 
2017 —  —  —  —  —  —  —  —  — 
2018 —  —  —  —  —  —  —  — 
2019 —  —  —  —  —  —  — 
2020 —  —  —  —  —  — 
2021 118  331  36  36 
2022 1,444  858  787  28 
2023 3,138  3,773  1,122 
2024 3,638  934 
Total 8,234  $ 2,091 

Innovations - Specialty
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 —  —  —  —  —  —  —  —  —  — 
2016 —  —  —  —  —  —  —  —  — 
2017 —  —  —  —  —  —  —  — 
2018 —  —  —  —  —  —  — 
2019 —  —  —  —  —  — 
2020 —  —  —  —  — 
2021 18  37  30  30 
2022 431  807  758 
2023 1,377  2,651 
2024 2,704 
Total 6,142 
All outstanding liabilities before 2015, net of reinsurance
Liabilities for claims and claims adjustment expenses, net of reinsurance (Specialty) 2,091 

Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) (1)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
19.0  % 32.6  % 20.2  % 11.5  % 7.1  % 4.8  % 2.7  % 2.1  % —  % —  %
(1) Due to lack of payment history for Innovations segment, the above table is based on the Open Market segment for same line of business.



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Corporate - Runoff Business

Property
Incurred claims and allocated claim adjustment expenses, net of reinsurance December 31, 2024
For the years ended December 31, Total IBNR plus expected development on reported claims
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 —  —  —  —  —  —  —  —  —  —  — 
2016 —  —  —  —  —  —  —  —  —  — 
2017 —  —  —  —  —  —  —  —  — 
2018 —  —  —  —  —  —  —  — 
2019 —  —  —  —  —  —  — 
2020 631  547  50  239  274 
2021 5,760  6,622  6,620  6,634  81 
2022 24,309  33,160  36,160  191 
2023 43,821  46,930  1,981 
2024 27,588  5,061 
Total 117,585  $ 7,315 

Property
Cumulative paid claims and allocated claim adjustment expenses, net of reinsurance
For the years ended December 31,
Accident year 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
(Unaudited - Supplementary Information)
2015 —  —  —  —  —  —  —  —  —  — 
2016 —  —  —  —  —  —  —  —  — 
2017 —  —  —  —  —  —  —  — 
2018 —  —  —  —  —  —  — 
2019 —  —  —  —  —  — 
2020 144  160  48  237  272 
2021 2,665  6,553  6,553  6,553 
2022 15,900  32,971  35,968 
2023 30,063  44,949 
2024 22,527 
Total 110,269 
All outstanding liabilities before 2015, net of reinsurance — 
Liabilities for claims and claims adjustment expenses, net of reinsurance (Corporate) 7,315 

Average Annual Percentage Payout of Incurred Losses by Age, net of Reinsurance (unaudited) (1)
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7
Year 8
Year 9
Year 10
49.3  % 33.2  % 8.5  % 3.5  % 2.8  % 1.4  % 0.8  % 0.2  % 0.2  % 0.1  %
(1) Due to lack of payment history for Innovations segment, the above table is based on the Open Market segment for same line of business.
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Reconciliation of Loss Development Tables to Consolidated Balance Sheet

The following reconciles the reserve for losses and LAE at December 31, 2024, included in the loss development tables to the loss and LAE reserves reported in the consolidated balance sheet:
Net outstanding liabilities
Reinsurance recoverable on unpaid claims
Gross outstanding liabilities
Open Market :
Casualty $ 194,161  $ 186  $ 194,347 
Financial 59,984  —  59,984 
Health 213  —  213 
Multiline 213,021  362  213,383 
Property 52,154  41,075  93,229 
Specialty 171,653  38,008  209,661 
Total Open Market segment
691,186  79,631  770,817 
Innovations:
Casualty 19,986  2,124  22,110 
Financial 3,925  —  3,925 
Health 701  691  1,392 
Multiline 44,376  612  44,988 
Specialty 2,091  262  2,353 
Total Innovations segment
71,079  3,689  74,768 
Corporate - Runoff Property
7,315  2,470  9,785 
Total $ 769,580  $ 85,790  855,370 
Unallocated claims adjustment expenses 5,235 
Other 364 
Total loss and LAE reserves $ 860,969 


8.     RETROCESSION
 
From time to time, the Company purchases retrocessional coverage for one or more of the following reasons: to manage its overall exposure, reduce its net liability on individual risks, obtain additional underwriting capacity, and balance its underwriting portfolio. The Company records loss and LAE recoverable from retrocessionaires as assets.

The following table provides a breakdown of ceded reinsurance:
Year ended December 31,
2024 2023 2022
Gross ceded premiums $ 77,070  $ 42,762  $ 33,429 
Earned ceded premiums $ 64,788  $ 43,653  $ 15,318 
Loss and loss adjustment expenses ceded $ 72,095  $ 25,554  $ 6,615 

Retrocession contracts do not relieve the Company from its obligations to its cedents. Failure of retrocessionaires to honor their obligations could result in losses to the Company.

The following table shows a breakdown of losses recoverable on a gross and net of collateral basis:

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December 31, 2024 December 31, 2023
 
Gross
Net of Collateral(1)
Gross
Net of Collateral(1)
A- or better by A.M. Best
$ 82,181  $ 63,979  $ 8,767  $ 8,767 
Not rated
4,109  2,027  17,407  2,432 
Total before provision
86,290  $ 66,006  $ 26,174  $ 11,199 
Provision for credit losses
(500) (487)
Total loss and loss adjustment expenses recoverable, net
$ 85,790  $ 25,687 
(1) Collateral is in the form of cash, letters of credit, funds withheld, and/or cash collateral held in trust accounts. This excludes any excess collateral in order to disclose the aggregate net exposure for each retrocessionaire.
At December 31, 2024, we had 3 reinsurers (2023: 3) that accounted for 10% or more of the total loss and loss adjustment expenses recoverable, net of the credit loss provision, for an aggregate gross amount of $49.5 million (2023: $20.4 million).

9. DEBT AND CREDIT FACILITIES

Debt Obligations

The following table summarizes the Company’s outstanding debt obligations.
December 31, 2024 December 31, 2023
Term loans $ 60,313  $ 74,062 
Accrued interest payable 923  — 
Less: deferred financing costs
(487) (781)
Total debt $ 60,749  $ 73,281 

Term Loans

On June 16, 2023, the Company entered into a Credit Agreement (the “Credit Agreement”) with a group of banks (the “Banks”), for which CIBC Bank USA is acting as administrative agent. The Credit Agreement provides, subject to certain customary conditions, for a delayed draw term loan facility (the “Loan Facility”), in an aggregate amount of $75.0 million. Outstanding loans (“Term Loans”) under the Facility will (i) amortize in equal quarterly installments in an aggregate annual amount equal to 5.0% of the Term Loans and (ii) accrue interest at a rate equal to an adjusted term Secured Overnight Financing Rate (“SOFR”) plus 3.5% per annum. The Company posted $10.0 million of collateral as security for the Loan Facility. The Loan Facility matures on August 1, 2026.

During the year ended December 31, 2024, the Company partially repaid $13.8 million of the outstanding Term Loans.

During the year ended December 31, 2023, the Company borrowed $75.0 million from the Loan Facility of which $62.1 million was used to repay all of the outstanding Convertible Senior Notes (see below), with the remaining proceeds for general corporate purposes. The Company also partially repaid $0.9 million of the outstanding Term Loans.

The interest rate on the outstanding Terms Loans was 8.8% at December 31, 2024 (8.9% at December 31, 2023). To manage interest rate risk, the Company hedged 50% of the floating interest rate on the Term Loans (see Note 6).

The Company was in compliance with all covenants relating to the Loan Facility at December 31, 2024.

Senior Convertible Notes

On August 7, 2018, the Company issued $100.0 million of senior unsecured convertible notes (the “Convertible Notes”), with a maturity date of August 1, 2023. The Convertible Notes paid interest at 4.0%, payable semi-annually on February 1 and August 1 of each year beginning February 1, 2019. The conversion price was $17.19 per ordinary share of the Company.

During the year ended December 31, 2023 the Company repurchased and canceled $17.5 million of the Convertible Notes, respectively, resulting in realized gains of $0.3 million, which is included in “Other income” in the consolidated statements of operations. As noted above, the Company fully repaid the remaining outstanding Convertible Notes on August 1, 2023, from the proceeds of the new Term Loans.
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Financing Costs
The Company incurred $0.9 million of issuance costs relating to the Credit Agreement, which are deferred and amortized through the maturity of the Loan Facility. The remaining unamortized deferred financing costs are reported separately in the above table.

For the year ended December 31, 2024, the Company recognized interest expense of $5.8 million (2023: $5.3 million, 2022: $4.2 million) relating to the total debt, which included the interest coupon, the amortization of issuance costs and the change in fair value of the interest rate swap (see Note 6).

Credit Facilities

In the normal course of business, the Company enters into agreements with financial institutions to obtain secured credit facilities. At December 31, 2024, the Company had letters of credit (“LC”) facilities with the following financial institutions:
Capacity
LCs issued
Termination Date
Citibank
$ 275,000  $ 230,621  December 19, 2025
HSBC 100,000  —  December 17, 2025
CIBC 200,000  82,126  December 31, 2025
$ 575,000  $ 312,747 

The LC facilities are cash collateralized (see Note 5) and are subject to various customary affirmative, negative and financial covenants. At December 31, 2024, the Company was in compliance with all LC facilities covenants.

Citi LC Facility
On December 19, 2024, the Company amended its LC agreement with Citibank Europe plc (“Citibank”) dated August 20, 2010 to an uncommitted $275 million LC facility (the “Uncommitted Citibank LC Facility”). The LC previously issued under the former facility have been transferred to the Uncommitted Citibank LC Facility, and additional LC or similar or equivalent instruments under the Uncommitted Citibank LC Facility may be issued at Citibank’s sole discretion. The Uncommitted Citibank LC Facility may be terminated at any time by either the Company or Citibank upon written notice; however, upon termination of this facility, any existing LC will remain outstanding.

HSBC LC Facility

On December 17, 2024, the Company entered into a Continuing Letter of Credit Agreement with HSBC Bank USA, National Association (“HSBC”), providing for an uncommitted $100 million LC facility (the “Uncommitted HSBC LC Facility”). The Uncommitted HSBC LC facility may be terminated at any time by either the Company or HSBC upon written notice; however, upon termination of this facility, any existing LC will remain outstanding.

CIBC LC Facility

On December 22, 2023, the Company entered into a credit agreement with CIBC Bank USA (“CIBC”) for a $200.0 million committed LOC facility (the “CIBC LC Facility”), with a $30.0 million sublimit for unsecured LC (the “CIBC Revolving Credit Facility”).
F-39

10.     SHARE CAPITAL 

Ordinary Shares

The following table is a summary of changes in ordinary shares issued and outstanding:
  2024 2023 2022
Ordinary
Ordinary Class A Class B Class A Class B
Balance – beginning of year 35,336,732  —  28,569,346  6,254,715  27,589,731  6,254,715 
Issue of shares, net of forfeitures 41,994  64,719  447,952  —  984,548  — 
Repurchase of shares (547,402) —  —  —  (4,933) — 
Re-designate Class B to Class A shares —  —  6,254,715  (6,254,715) —  — 
Reclassify Class A to Ordinary shares —  35,272,013  (35,272,013) —  —  — 
Balance – end of year 34,831,324  35,336,732  —  —  28,569,346  6,254,715 

The Company’s authorized share capital is 125,000,000 ordinary shares, par value of $0.10 per share.

On July 25, 2023, at the Company’s Annual General Meeting the shareholders approved the re-designation of Class B ordinary shares as Class A ordinary shares, and then reclassified Class A ordinary shares as “ordinary shares”, resulting in the elimination of the dual-class share structure.

At December 31, 2024, the Company has an effective Form S-3 registration statement on file with the SEC for an aggregate principal amount of $200.0 million in securities.

Share Repurchase Plan

On May 3, 2024, the Board of Directors re-approved the share repurchase plan, until June 30, 2025, authorizing the Company to repurchase up to $25.0 million of ordinary shares or securities convertible into ordinary shares in the open market, through privately negotiated transactions or Rule 10b5-1 stock trading plans. Any shares repurchased are canceled immediately upon repurchase. For the year ended December 31, 2024, the Company repurchased 547,402 ordinary shares for $7.5 million (2023: nil).

Preferred Shares

The Company’s authorized share capital also consists of 50,000,000 preference shares with a par value of $0.10 each. At December 31, 2024, the Company has no issued and outstanding preferred shares.

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11.   SHARE-BASED COMPENSATION

On July 25, 2023, at the Company’s Annual General Meeting the shareholders approved the Greenlight Capital Re, Ltd. 2023 Omnibus Incentive Plan, or the 2023 Incentive Plan. The 2023 Incentive Plan replaces the Greenlight Capital Re, Ltd. Amended and Restated 2004 Stock Incentive Plan, or the 2004 Stock Incentive Plan. The aggregate number of ordinary shares that are available to be delivered pursuant to awards granted under the 2023 Incentive Plan is equal to the sum of (i) 2,000,000 shares, and (ii) any shares that remained or otherwise become available under the 2004 Stock Incentive Plan as of July 25, 2023. If, after July 25, 2023, any award granted under the 2023 Incentive Plan or the 2004 Stock Incentive Plan is forfeited or otherwise expires, terminates or is canceled, then the number of ordinary shares subject to such award that were not issued shall become available for issuance under the 2023 Incentive Plan. The 2023 Incentive Plan is administered by the Compensation Committee of the Board of Directors.

At December 31, 2024, 2,834,519 (2023: 3,296,771) ordinary shares remained available for future issuance under the Company’s 2023 Incentive Plan. Under this plan, the Company is authorized to issue restricted shares, RSUs, and stock options. Share-based awards contain restrictions relating to vesting (service-based and/or performance-based), forfeiture in the event of termination of employment, transferability, and other matters.

 Employee and Director Restricted Shares

The following table summarizes the activity for unvested outstanding restricted share awards (“RSs”):
Performance RSs
Service RSs
  Number of
non-vested
restricted
 shares
Weighted
 average
grant date
fair value
Number of
non-vested
restricted
 shares
Weighted
 average
grant date
fair value
Balance at December 31, 2022 794,362  $ 7.62  832,896  $ 7.76 
Granted 357,766  10.84  242,957  10.58 
Vested —  —  (599,942) 8.74 
Forfeited (109,440) 9.37  (56,307) 8.44 
Balance at December 31, 2023 1,042,688  $ 9.94  419,604  9.18 
Granted —  —  58,751  12.51 
Vested (3,351) 7.76  (286,799) 9.34 
Forfeited (94,750) 10.71  —  — 
Balance at December 31, 2024 944,587  $ 9.87  191,556  $ 9.96 


For the year ended December 31, 2024, the Company issued no RSs to employees and 58,751 (2023: 65,394) to non-employee directors as part of their remuneration for services to the Company (included in “Service RSs” column in the above table). They will vest on the earlier of (i) the first anniversary of the date of the share issuance and (ii) the Company’s next annual general meeting, subject to the grantee’s continued service with the Company. During the vesting period, non-employee directors retain voting rights on these RSs; but they are not entitled to any dividends declared until the RSs vest.

For the year ended December 31, 2023, the Company granted to employees (i) 357,766 restricted shares with both performance and service-based vesting conditions (“Performance RSs”) and (ii) 177,563 restricted shares with only service-based vesting conditions (“Service RSs”). Most of these Service RSs vest evenly each year on January 1, subject to the grantee’s continued service with the Company. If performance goals are achieved, the Performance RSs will cliff vest at the end of a three-year performance period within a range of 25% and 100% of the awarded Performance RSs, with a target of 50%.

At December 31, 2024, there was $1.2 million (2023: $3.0 million) of unrecognized compensation cost relating to non-vested restricted shares, which the Company expects to recognize over a weighted-average period of 0.9 years (2023: 1.4 years). For the year ended December 31, 2024, the total fair value of RSs vested was $3.4 million (2023: $5.2 million).

F-41

Employee Restricted Stock Units

The following table summarizes the activity for unvested outstanding restricted stock units (“RSUs”) during the years ended December 31, 2024, and 2023:
Performance RSUs
Service RSUs
  Number of
non-vested
RSUs
Weighted
 average
grant date
fair value
Number of
non-vested
RSUs
Weighted
 average
grant date
fair value
Balance at December 31, 2022 105,008  $ 6.82  172,952  $ 7.58 
Granted 71,121  9.85  42,811  9.85 
Vested —  —  (77,695) 6.74 
Forfeited (21,684) 8.15  (27,643) 8.62 
Balance at December 31, 2023 154,445  $ 8.03  110,425  8.78 
Granted 258,148  11.85  124,425  11.85 
Vested (456) 11.85  (77,537) 8.96 
Forfeited (8,611) 9.74  (7,479) 10.81 
Balance at December 31, 2024 403,526  $ 10.43  149,834  $ 11.14 

The Service RSUs granted to employees vest evenly over three years on January 1, subject to the grantee’s continued service with the Company. If performance goals are achieved, the Performance RSUs granted to employees in 2024 will cliff vest at the end of a three-year performance period within a range of 50% and 200% of the awarded Performance RSUs, with a target of 100%. For Performance RSUs granted to employees prior to 2024, these will cliff vest at the end of a three-year performance period within a range of 25% and 100% of the awarded Performance RSUs, with a target of 50%.

At December 31, 2024, the total compensation cost related to non-vested RSUs not yet recognized was $1.2 million (2023: $0.4 million), which the Company expects to recognize over a weighted-average period of 1.7 years (2023: 1.5 years). For the year ended December 31, 2024, the total fair value of RSUs vested was $0.7 million (2023: $0.5 million).

Employee and Director Stock Options

During the year ended December 31, 2024, 250,000 ordinary share purchase options were granted to the Company’s CEO, pursuant to his employment contract. These options vest 50,000 annually and expire in 10 years from the grant date. The grant date fair value of these options was $4.31 per share, based on the Black-Scholes option pricing model. The following inputs were used in this pricing model:
Expected volatility
36.4  %
Expected term (in years)
5
Expected dividend yield
—  %
Risk-free interest rate
3.9  %
Stock price at grant date
$ 11.20 
F-42


The following table summarizes the stock option activity:

Number of
 options outstanding
Weighted
 average
 exercise
 price
Weighted
 average
 grant date
 fair value
Intrinsic value (in $ millions)
Weighted average remaining contractual term
Balance at December 31, 2022 690,337  22.25  10.18  —  4.0 years
Expired (38,197) 26.44  13.09 
Balance at December 31, 2023 652,140  22.01  10.01  —  3.2 years
Granted 250,000  11.20  4.31 
Expired (31,821) 32.37  15.71 
Balance at December 31, 2024 870,319  $ 18.52  $ 8.17  $ 0.7  4.2 years

The following table summarizes information about options exercisable:
December 31, 2024 December 31, 2023 December 31, 2022
Number of options exercisable 620,319  652,140  610,337 
Weighted-average exercise price $ 21.47  $ 22.01  $ 22.39 
Weighted-average remaining contractual term 2.3 3.2 3.9
Intrinsic value
$ —  $ —  $ — 

During the year ended December 31, 2024, no options vested (2023: 80,000). The options that vested in 2023 had a weighted average grant date fair value of $9.60. At December 31, 2024, the total compensation cost related to non-vested options not yet recognized was $0.6 million (2023: $nil), which the Company expects to recognize over a weighted-average period of 2.7 years

Stock Compensation Expense

For the year ended December 31, 2024, the Company recorded $4.5 million (2023: $6.1 million, 2022: $4.7 million) of total stock compensation expense (net of forfeitures) - see Note 15 “Separation Agreement with Former CEO” during the year ended December 31, 2023. Forfeiture recoveries were immaterial for the current and last two fiscal years.

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12. EARNINGS PER SHARE

The following table reconciles net income and weighted average shares used in computing basic and diluted EPS:
Year ended December 31,
2024 2023 2022
Numerator for EPS:
Net income - basic $ 42,816  $ 86,830  $ 25,342 
Add: interest on convertible notes —  —  4,201 
Less: gain on repurchase of convertible notes
—  —  (343)
Net income - diluted
$ 42,816  $ 86,830  $ 29,200 
Denominator for EPS:
Weighted average shares outstanding - basic 34,097,572  34,067,974  33,908,156 
Effect of dilutive employee and director share-based awards 555,881  729,885  368,096 
Shares potentially issuable in connection with convertible notes —  —  5,493,538 
Weighted average shares outstanding - diluted 34,653,453  34,797,859  39,769,790 
Anti-dilutive stock options outstanding 870,319  652,140  690,337 
Earnings per share:
  Basic $ 1.26  $ 2.55  $ 0.75 
  Diluted 1.24 2.50 0.73

13.    NET INVESTMENT INCOME

The following table provides a breakdown of net investment income:
Years ended December 31,
2024 2023 2022
Interest and dividend income, net of withholding taxes and other expenses $ 32,425  $ 35,629  $ 4,466 
Investment income (loss) from Lloyd's syndicates 14,447  6,041  (5,789)
Net realized and unrealized gains (losses) on other investments (see Note 4) (918) 1,738  9,858 
Net investment income 45,954  43,408  8,535 
Share of Solasglas' net income (see Note 3) 33,605  28,696  54,844 
Total investment income $ 79,559  $ 72,104  $ 63,379 


F-44

14.    INCOME TAXES

Components of Income Taxes

The following table shows the breakdown of the Company’s current and deferred income tax benefit (expense) on a consolidated basis:
Year ended December 31,
2024 2023 2022
Current tax (expense) benefit:
  Europe $ (611) $ (587) $ (30)
  U.S. (138) (100) 846 
Deferred tax (expense) benefit:
  Europe —  (1,698) (442)
  U.S. —  —  — 
Decrease in deferred tax valuation allowance —  2,285  442 
Income tax (expense) benefit  $ (749) $ (100) $ 816 
Under current Cayman Islands law, no corporate entity, including GLRE and Greenlight Re, is obligated to pay taxes in the Cayman Islands on either income or capital gains. The Company has an undertaking from the Governor-in-Cabinet of the Cayman Islands, pursuant to the provisions of the Tax Concessions Act, as amended, that, in the event that the Cayman Islands enacts any legislation that imposes a tax on profits, income, gains, or appreciations, or any tax in the nature of estate duty or inheritance tax, such tax will not be applicable to GLRE, Greenlight Re nor their respective operations, or to the ordinary shares or related obligations, before January 22, 2045.
 
Verdant is incorporated in Delaware and therefore is subject to taxes in accordance with the U.S. federal rates and regulations prescribed by the U.S. Internal Revenue Service (“IRS”). Verdant’s taxable income is generally expected to be taxed at a marginal rate of 21% (2023: 21% and 2022: 21%). Verdant’s tax years 2019 and beyond remain open and may be subject to examination by the IRS.

GRIL and GRIS are incorporated in Ireland and therefore are subject to the Irish corporation tax rate of 12.5% on its trading income and 25% on its non-trading income (same tax rates for 2023 and 2022).

Greenlight Re UK and GCM are incorporated in the United Kingdom and therefore are subject to the U.K. corporate tax rate of 25% (2023: 25% and 2022: 19%) on their respective profits.

Deferred Tax Assets

The following table provides details of the significant components of deferred tax assets:

  December 31, 2024 December 31, 2023
Deferred tax assets:
Operating and capital loss carryforwards $ 374  $ 1,087 
Valuation allowance
—  — 
Deferred tax assets, net of valuation allowance
$ 374  $ 1,087 

At December 31, 2024, the Company has determined that it is more likely than not that it will fully realize the recorded deferred tax asset in the future based on the expected timing of the reversal of the temporary differences and the likelihood of generating sufficient taxable income to realize the future tax benefit.

Tax Loss Carryforwards

At December 31, 2024, GRIL had a net operating loss carryforward of $3.0 million (2023: $8.7 million) which can be carried forward indefinitely.


F-45

15.    RELATED PARTY TRANSACTIONS

Investment Advisory Agreement

Each of DME, DME II, and DME Advisors is an affiliate of the Chairman and, therefore, is a related party to the Company.

The Company has entered into the Solasglas LPA (as described in Note 3 of the consolidated financial statements). DME II receives a performance allocation equal to (with capitalized terms having the meaning provided under the Solasglas LPA) (a) 10% of the portion of the Positive Performance Change for each limited partner’s capital account that is less than or equal to the positive balance in such limited partner’s Carryforward Account, plus (b) 20% of the portion of the Positive Performance Change for each limited partner’s capital account that exceeds the positive balance in such limited partner’s Carryforward Account. The Carryforward Account for Greenlight Re and GRIL includes the amount of investment losses to be recouped, including any loss generated on the assets invested in Solasglas, subject to adjustments for redemptions. The loss carry-forward provision in the Solasglas LPA allows DME II to earn a reduced performance allocation of 10% of profits in years subsequent to any year in which Solasglas has incurred a loss until all losses are recouped, and an additional amount equal to 150% of the loss is earned.

In accordance with the Solasglas LPA, DME Advisors constructs a levered investment portfolio as agreed by the Company (the “Investment Portfolio” as defined in the Solasglas LPA). On September 1, 2018, Solasglas entered into the IAA with DME Advisors, which entitles DME Advisors to a monthly management fee equal to 0.125% (1.5% on an annual basis) of each limited partner’s Investment Portfolio. The IAA has an initial term ending on August 31, 2023, subject to an automatic extension for successive three-year terms.

For a detailed breakdown of management fees and performance compensation for the years ended December 31, 2024, 2023, and 2022, refer to Note 3.

Pursuant to the Solasglas LPA and the IAA, the Company has agreed to indemnify DME, DME II, and DME Advisors for any expense, loss, liability, or damage arising out of any claim asserted or threatened in connection with DME Advisors serving as the Company’s or Solasglas’ investment advisor. The Company will reimburse DME, DME II, and DME Advisors for reasonable costs and expenses of investigating and defending such claims provided such claims were not caused due to gross negligence, breach of contract, or misrepresentation by DME, DME II, or DME Advisors. The Company incurred no indemnification amounts during the periods presented.

Green Brick Partners, Inc.

David Einhorn also serves as the Chairman of the Board of Directors of Green Brick Partners, Inc. (“GRBK”), a publicly-traded company. At December 31, 2024, Solasglas, along with certain affiliates of DME Advisors, collectively owned 23.2% of the issued and outstanding common shares of GRBK. Under applicable securities laws, DME Advisors may sometimes be limited in its ability to trade GRBK shares held in Solasglas. At December 31, 2024, Solasglas held 0.8 million shares of GRBK.

Service Agreement

The Company has entered into a service agreement with DME Advisors, pursuant to which DME Advisors provides certain investor relations services to the Company for compensation of five thousand dollars per month (plus expenses). The agreement automatically renews annually until terminated by either the Company or DME Advisors for any reason with 30 days prior written notice to the other party. 

Collateral Assets Investment Management Agreement

Effective January 1, 2019, the Company (and its subsidiaries) entered into a collateral assets investment management agreement (the “CMA”) with DME Advisors, pursuant to which DME Advisors manages certain assets of the Company that are not subject to the Solasglas LPA and are held by the Company to provide collateral required by the cedents in the form of trust accounts and letters of credit. In accordance with the CMA, DME Advisors receives no fees and is required to comply with the collateral investment guidelines. The CMA can be terminated by any of the parties upon 30 days’ prior written notice to the other parties.

F-46

Separation Agreement with Former CEO

On November 3, 2023, the Company entered into a Deed of Settlement and Release (“Separation Agreement”) with the former CEO (Mr. Simon Burton) pursuant to which Mr. Burton’s employment with the Company would terminate by mutual consent, including resignation from the Board of Directors, effective as of December 31, 2023. The following is a summary of the material financial terms of the Separation Agreement:

•$2.4 million cash severance payable over 18 months and $0.3 million salary continuance to April 30, 2024 (these have been accrued and included in “Other liabilities” in the consolidated balance sheets);
•$1.5 million non-cash charge for accelerated vesting for Mr. Burton’s remaining 235,936 service restricted shares and modified vesting condition for Mr. Burton’s remaining 532,035 performance restricted shares in which the service condition is no longer a requirement for vesting (see Note 11); and
•$1.6 million grant date fair value of performance restricted shares to be granted in March 2024.

As a result of the above Separation Agreement, the Company recognized a total charge of $4.3 million including the incremental share-based compensation cost for the modified grants for the year ended December 31, 2023.

16.    COMMITMENTS AND CONTINGENCIES

a) Concentration of Credit Risk

Cash and cash equivalents

The Company monitors its concentration of credit risk with financial institutions and limits acceptable counterparties based on current rating, outlook and other relevant factors.

Investments

The Company’s credit risk exposure to private debt and convertible debt securities within its “Other investments” are immaterial (see Note 4).
Reinsurance balances receivable, net

The following table shows the breakdown of reinsurance balances receivable:

December 31, 2024 December 31, 2023
Amount
%
Amount
%
Premiums receivable
$ 253,627  36.0  % $ 186,940  30.2  %
Funds withheld:
  Funds held by cedants
58,183  8.3  % 50,075  8.1  %
  Premiums held by Lloyds' syndicates
278,265  39.5  % 264,278  42.7  %
  Funds at Lloyd’s
113,324  16.1  % 115,772  18.6  %
Profit commission receivable
2,103  0.3  % 2,302  0.4  %
Deposit assets
—  —  % 888  0.1  %
Total before provision
705,502  100.2  % 620,255  100.1  %
Provision for expected credit losses
(1,019) (0.1) % (854) (0.1) %
Reinsurance balances receivable, net
$ 704,483  100.1  % $ 619,401  100.0  %

The Company has posted deposits at Lloyd’s to support underwriting capacity for certain syndicates, including Syndicate 3456 (see Note 18). Lloyd’s has a credit rating of “A+” (Superior) from A.M. Best, as revised in August 2024.

Premiums receivable includes a significant portion of estimated premiums not yet due. Brokers and other intermediaries are responsible for collecting premiums from customers on the Company’s behalf. The Company monitors its concentration of credit risks from brokers (see Note 17). The diversity in the Company’s client base limits credit risk associated with premiums receivable and funds (premiums) held by cedents.
F-47

Further, under the reinsurance contracts the Company has contractual rights to offset premium balances receivable and funds held by cedants against corresponding payments for losses and loss expenses.

Loss and loss adjustment expenses recoverable, net

The Company regularly evaluates its net credit exposure to the retrocessionaires and their abilities to honor their respective obligations. See Note 8 for analysis of concentration of credit risk relating to retrocessionaires.

b) Lease Obligations

The Company operates in the Cayman Islands, United Kingdom, and Ireland under various non-cancelable operating lease agreements. The Company’s weighted-average remaining operating lease term is approximately 1.5 years at December 31, 2024. As the lease contracts generally do not provide an implicit discount rate, the Company used the weighted-average discount rate of 6.0% to determine the present value of lease payments. This discount rate represents the Company’s incremental borrowing rate for a term similar to that of the associated lease based on information available at the commencement date. The Company has made an accounting policy election not to include renewal, termination, or purchase options that are not reasonably certain of exercise when determining the borrowing term.

At December 31, 2024, the right-of-use assets and lease liabilities relating to the operating leases were $0.9 million and $1.0 million, respectively (2023: $1.4 million and $1.5 million, respectively). For the year ended December 31, 2024, the Company recognized operating lease expense $0.7 million (2023: $0.6 million, 2022: $0.6 million).

At December 31, 2024, the commitment for operating lease liabilities for future annual periods was as follows:

Year ending December 31,
2025 $ 686 
2026 377 
Total lease payments 1,063 
Less present value discount
(57)
Present value of lease liabilities $ 1,006 

c) Litigation

From time to time, in the ordinary course of business, the Company may be involved in formal and informal dispute resolution procedures, which may include arbitration or litigation. The outcomes of these procedures determine the rights and obligations under the Company’s reinsurance contracts and other contractual agreements. In some disputes, the Company may seek to enforce its rights under an agreement or collect funds owed. In other matters, the Company may resist attempts by others to collect funds or enforce alleged rights. While the Company cannot predict the outcome of legal disputes with certainty, the Company does not believe that any existing dispute, when finally resolved, will have a material adverse effect on the Company’s business, financial condition, or operating results.

17.     SEGMENT REPORTING
For the quarter and year ended December 31, 2024, the Company has amended its reportable segments as follows:

Open Market

In the Open Market segment, the Company underwrites reinsurance business, sourced through the brokerage distribution channels and Lloyd’s. The Company writes mostly treaty reinsurance, on a proportional and non-proportional basis. The lines of business for this segment are as follows: Casualty, Financial, Health, Multiline, Property and Specialty.

Innovations

In the Innovations segment, the Company provides reinsurance capacity to startup companies and MGAs based globally, sourced mainly through direct placements with its strategic partners (see Note 4). This segment also includes business written by Syndicate 3456. The lines of business for this segment are as follows: Casualty, Financial, Health, Multiline and Specialty.

F-48

The Company’s reportable segments each have executive leadership who are responsible for their performance and who are directly accountable to the CODM. The change in reportable segments was driven by the appointment of a new CEO, who is the CODM. The CODM reviews the financial performance of the reportable segment to assess the achievement of strategic initiatives, the efficiency of the deployed capital, and how to allocate resources to the reportable segments based on the segment’s financial performance.

In addition to its reportable segments, the Company has a Corporate category included in the below tables, which includes runoff business (see Note 7), corporate expenses, income from investment in Solasglas, foreign exchange gains (losses), interest expense and income taxes.

The table below provides information about the Company’s reportable segments, including the reconciliation to net income as reported under U.S. GAAP. Comparatives have been recast to conform with the new reportable segments.

Year ended December 31, 2024: Open Market Innovations Corporate Total Consolidated
Gross premiums written $ 603,798  $ 94,725  $ (188) $ 698,335 
Net premiums written 541,446  80,016  (197) 621,265 
Net premiums earned 511,922  86,352  21,680  619,954 
Net loss and LAE incurred
(341,586) (51,939) (33,744) (427,269)
Acquisition costs (144,852) (27,151) (4,772) (176,775)
Other underwriting expenses (19,175) (3,682) —  (22,857)
Deposit interest expense, net (1)
(1,228) —  —  (1,228)
Underwriting income (loss) 5,081  3,580  (16,836) (8,175)
Reconciliation to income before income taxes:
Net investment income 42,629  702  2,623  45,954 
Corporate and other expenses —  (2,445) (13,932) (16,377)
Income from investment in Solasglas 33,605  33,605 
Foreign exchange gains (losses) (5,606) (5,606)
Interest expense (5,836) (5,836)
Income before income taxes
$ 47,710  $ 1,837  $ (5,982) $ 43,565 
Additional information:
Net loss and LAE incurred:
  Attritional losses
$ 290,961  $ 52,235  $5,780 $348,976
  CAT losses
35,681  —  $21,808 $57,489
  Prior year adverse (favorable) loss development
14,944  (296) $6,156 $20,804
Total net loss and LAE incurred
$ 341,586  $ 51,939  $ 33,744  $ 427,269 
Total allocated assets (2)
$454,647 $110,119 $1,451,457 $2,016,223
(1) For the purpose of the above reportable segments table, the Company has reclassified $2.1 million of deposit interest income from “Other income, net” to “Deposit interest expense, net” relating to reinsurance contracts that did not meet the risk transfer requirement under U.S. GAAP.
(2) The Company does not allocate assets to reporting segments, with the exception of restricted cash used to collateralized certain reinsurance transactions, including FAL, and Innovations-related private investments.

F-49

Year ended December 31, 2023:
Open Market Innovations Corporate Total Consolidated
Gross premiums written $ 504,435  $ 88,602  $ 43,773  $ 636,810 
Net premiums written 466,544  83,608  43,896  594,048 
Net premiums earned 466,751  71,769  44,627  583,147 
Net loss and LAE incurred
(262,290) (44,855) (52,859) (360,004)
Acquisition costs (136,356) (22,381) (10,140) (168,877)
Other underwriting expenses (16,827) (2,760) —  (19,587)
Deposit interest expense, net
(2,687) —  —  (2,687)
Underwriting income (loss) 48,591  1,773  (18,372) 31,992 
Reconciliation to income before income taxes:
Net investment income 37,351  2,732  3,325  43,408 
Corporate and other expenses —  (3,080) (20,573) (23,653)
Income from investment in Solasglas 28,696  28,696 
Foreign exchange gains (losses) 11,566  11,566 
Other income, net
265  265 
Interest expense (5,344) (5,344)
Income before income taxes
$ 85,942  $ 1,425  $ (437) $ 86,930 
Additional information:
Net loss and LAE incurred:
  Attritional losses
$ 243,440  $ 44,425  $32,162 $320,027
  CAT losses
15,264  —  13,507 28,771
  Prior year adverse (favorable) loss development
3,586  430  7,190 11,206
Total net loss and LAE incurred
$ 262,290  $ 44,855  $ 52,859  $ 360,004 
Total allocated assets (2)
$485,388 $98,467 $ 1,151,451  $1,735,307
(2) The Company does not allocate assets to reporting segments, with the exception of restricted cash used to collateralized certain reinsurance transactions, including FAL, and Innovations-related private investments.

F-50

Year ended December 31, 2022:
Open Market Innovations Corporate Total Consolidated
Gross premiums written $ 452,541  $ 50,739  $ 59,891  $ 563,171 
Net premiums written 437,799  47,328  44,615  529,742 
Net premiums earned 410,877  33,184  25,416  469,477 
Net loss and LAE incurred
(268,659) (23,151) (24,675) (316,485)
Acquisition costs (125,296) (11,111) (6,741) (143,148)
Other underwriting expenses (11,867) (1,946) —  (13,813)
Deposit interest expense, net
(6,717) —  —  (6,717)
Underwriting income (loss) (1,662) (3,024) (6,000) (10,686)
Reconciliation to income before income taxes:
Net investment income 4,898  9,869  (6,417) 8,350 
Corporate and other expenses —  (3,452) (14,341) (17,793)
Income from investment in Solasglas 54,844  54,844 
Foreign exchange gains (losses) (5,988) (5,988)
Interest expense (4,201) (4,201)
Income before income taxes $ 3,236  $ 3,393  $ 17,897  $ 24,526 
Additional information:
Net loss and LAE incurred:
  Attritional losses
$235,179 $20,482 $20,989 $276,650
  CAT losses
36,967 0 2,750 39,717
  Prior year adverse (favorable) loss development
(3,487) 2,669 936 118
Total net loss and LAE incurred
$268,659 $23,151 $ 24,675  $ 316,485 
Total allocated assets (2)
$631,738 $84,516 $ 864,127  $1,580,381
(2) The Company does not allocate assets to reporting segments, with the exception of restricted cash used to collateralized certain reinsurance transactions, including FAL, and Innovations-related private investments.

The other underwriting expenses includes general and administrative expenses directly attributable to each of the segment, in addition to allocated indirect overhead costs.

The net investment income includes:
•Interest income earned on restricted cash (see Note 5 - Restricted Cash and Cash Equivalents) and FAL balances directly attributable to each of the segments; and
•Realized and unrealized gains (losses) on private investments directly attributable to Innovations segment (see Note 4 - Other Investments).

The Company had no intersegment revenues for the years ended December 31, 2024, 2023, and 2022.

Concentration of revenue

The Company has a diverse client base, for which there was no individual customer that accounted for more than 10% of the total consolidated gross premiums written for the years ended December 31, 2024, 2023, and 2022.







F-51

Premiums by Geographic Area

The following table presents gross premiums written by the geographical location of the Company’s subsidiaries:
Year ended December 31,
2024 2023 2022
Ireland
$ 160,736  23.0  % $ 95,371  15.0  % $ 246,637  43.8  %
United Kingdom
176,336  25.3  192,699  30.3  —  — 
Cayman Islands
361,263  51.7  348,740  54.7  316,534  56.2 
$ 698,335  100.0  % $ 636,810  100.0  % $ 563,171  100.0  %


18.     STATUTORY REQUIREMENTS

The Company’s reinsurance operations are subject to insurance laws and regulations in the jurisdictions in which they operate, principally in the Cayman Islands and in Ireland. Additionally, the Company’s Syndicate 3456 is regulated by Lloyd’s. These regulations include certain restrictions on the amount of dividends or other distribution, such as loans or cash advances, available to shareholders without prior approval of the respective regulatory authorities.

The statutory capital and surplus and required minimum statutory capital and surplus of the Company’s most significant regulated reinsurance operations are detailed below:

Cayman Islands
Ireland
At December 31, 2024 2023 2024 2023
Statutory capital and surplus
603,095  $ 569,044  64,677  58,721 
Required statutory capital surplus
307,875  256,586  39,759  39,367 
Excess statutory capital
295,220  $ 312,458  24,918  $ 19,354 

The statutory net income for the Company’s most significant regulated reinsurance operations were as follows:
Greenlight Re
GRIL
Year ended December 31, 2024
$ 47,360  $ 4,368 
Year ended December 31, 2023
$ 85,464  $ 11,479 
Year ended December 31, 2022
$ 32,290  $ 4,612 

Cayman Islands

Greenlight Re is subject to the Cayman Islands’ Insurance (Capital and Solvency) (Classes B, C, and D Insurers) Regulations, (2018 Revision) (the “Insurance Regulations”). Under this Insurance Regulations, Greenlight Re is required to maintain minimum statutory capital and surplus equal to the greater of: a) the Minimum Capital Requirement of $50.0 million and b) the Prescribed Capital Requirement (“PCR”) as defined in the Insurance Regulations.

Greenlight Re is not required to prepare statutory financial statements for filing with CIMA. There were no material differences between Greenlight Re’s GAAP capital, surplus, and net income and its statutory capital, surplus, and net income at December 31, 2024 and 2023, and for the years then ended.

Any dividends declared and paid from Greenlight Re to the Company requires CIMA’s approval. During the year ended December 31, 2024, $22.5 million of dividends (2023: $8.3 million, 2022: $60.1 million) were declared or paid by Greenlight Re to the Company. The dividends were approved by CIMA and resulted in the return of additional share capital to the Company. At December 31, 2024, $295.2 million (2023: $312.5 million) of Greenlight Re’s capital and surplus was available for distribution as dividends.

Ireland

Effective January 1, 2016, the Company’s Irish subsidiary (GRIL) is obligated to maintain at all times the Minimum Capital Requirement (“Irish MCR”) and the Solvency Capital Requirement (“SCR”) as calculated by reference to Solvency II definition.

F-52

There were no material differences between the statutory financial statements and statements prepared in accordance with U.S. GAAP for GRIL at December 31, 2024 and 2023, and for the years then ended.

The amount of dividends that GRIL is permitted to distribute is limited to its excess statutory capital, as noted in the above table. The Central Bank of Ireland has powers to intervene if a dividend payment were to breach regulatory capital requirements. During the year ended December 31, 2024, $20.0 million of dividends (2023: nil, 2022: nil) were declared or paid by GRIL to the Company.

Lloyd’s of London

The Company operates in the Lloyd’s market through its corporate member, GCM, which provides 100% of Syndicate 3456’s capital support. Syndicate 3456 is managed by a third party managing agency. GCM and Syndicate 3456 are bound by the rules of Lloyd’s, which are prescribed by Bye-laws and Requirements made by the Council of Lloyd’s under powers conferred by the Lloyd’s Act 1982. These rules prescribe members’ membership subscription, the level of their contributions to the Lloyd’s Central Fund and the assets they must deposit with Lloyd’s in support of their underwriting. Further, the Council of Lloyd’s has broad powers to sanctions breaches of its rules, including the power to restrict or prohibit a member’s participation on Lloyd’s syndicates.

The underwriting capacity of a member of Lloyd’s must be supported by providing a deposit, known as “Funds at Lloyds” or “FAL”, in the form of cash, certain investment securities, or letters of credit. The FAL is not available for distributions for the payment of dividends or for working capital requirements. Further, corporate members may also be required to maintain funds under the control of Lloyd’s in excess of their capital requirements and such funds also may not be available for distribution for the payment of dividends. The amount of FAL for Syndicate 3456 is determined by Lloyd’s and is based on Syndicate 3456’s solvency and capital requirement based on an internal capital model. See Note 16 for total FAL for Syndicate 3456 and other syndicates in which the Company has a participation interest.


19. SUBSEQUENT EVENTS

Due to the California wildfires commencing in January 2025, the Company has estimated losses ranging from $15 million to $30 million, net of reinstatement premiums, to be recognized in the first quarter of 2025. The Company’s assessment of the impact of the California wildfires is preliminary, and is based on, among other things, initial industry insured loss estimate of $40 billion to $50 billion, market share analysis, and a review of in-force contracts. This estimate is subject to significant management judgment due to the preliminary nature of the information available thus far from industry participants, the magnitude and recency of the California wildfires, and other factors.

F-53

SCHEDULE I


GREENLIGHT CAPITAL RE, LTD.
SUMMARY OF INVESTMENTS — OTHER THAN INVESTMENTS IN RELATED PARTIES
AS OF DECEMBER 31, 2024
(expressed in thousands of U.S. dollars) 
Type of Investment Cost Fair Value Balance
Sheet Value
Other investments:
Private investments and unlisted equities $ 28,111  $ 71,867  $ 71,867 
Debt and convertible debt securities 2,713  1,293  1,293 
Total other investments 30,824  73,160  73,160 
Total investments - other than investments in related parties $ 30,824  $ 73,160  $ 73,160 

F-54

SCHEDULE II

GREENLIGHT CAPITAL RE, LTD.
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEETS — PARENT COMPANY ONLY
(expressed in thousands of U.S. dollars) 
  December 31, 2024 December 31, 2023
Assets
Cash and cash equivalents $ 5,297  $ 1,924 
Investment in subsidiaries 690,932  667,732 
Due from subsidiaries 154  — 
Other assets 542  628 
Total assets $ 696,925  $ 670,284 
Liabilities and equity    
Liabilities
Debt $ 60,749  $ 73,281 
Other liabilities 282  712 
Due to subsidiaries 15  196 
Total liabilities 61,046  74,189 
Shareholders’ equity
Share capital 3,483  3,534 
Additional paid-in capital 481,551  484,532 
Retained earnings 150,845  108,029 
Total shareholders’ equity 635,879  596,095 
Total liabilities and equity $ 696,925  $ 670,284 

GREENLIGHT CAPITAL RE, LTD.
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENT OF OPERATIONS — PARENT COMPANY ONLY
(expressed in thousands of U.S. dollars)

  Year ended December 31
  2024 2023 2022
Revenue      
Net investment income $ 143  $ $
Other income (expense) (60) 239  366 
Total revenues 83  244  367 
Expenses      
Corporate expenses
6,059  9,042  6,887 
Interest expense 5,836  5,344  4,201 
Total expenses 11,895  14,386  11,088 
Loss before equity in net income of subsidiaries (11,812) (14,142) (10,721)
Equity in net income of subsidiaries
54,628  100,972  36,063 
Net income $ 42,816  $ 86,830  $ 25,342 
Comprehensive income $ 42,816  $ 86,830  $ 25,342 





F-55

SCHEDULE II (continued)
  
GREENLIGHT CAPITAL RE, LTD.
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF CASH FLOWS — PARENT COMPANY ONLY
(expressed in thousands of U.S. dollars) 
    Year ended December 31
  2024 2023 2022
Cash flows from operating activities
Net income $ 42,816  $ 86,830  $ 25,342 
Adjustments to reconcile net income or loss to net cash provided by (used in) operating activities:
  Equity in earnings of consolidated subsidiaries
(54,628) (100,972) (36,063)
  Net realized gain on repurchases of convertible senior notes payable —  (265) (343)
   Share-based compensation expense 3,884  5,550  4,028 
   Accretion of debt offering costs, net of change in interest accruals 1,220  (1,696) 79 
Net change in:
Due from subsidiaries (154) 28,400  (28,400)
Other assets 86  125  (753)
Other liabilities (430) 631  (69)
Due to subsidiaries (181) (635) (2,071)
Net cash provided by (used in) operating activities (7,387) 17,968 (38,250)
Cash flows from investing activities
Dividends and return of capital from subsidiaries
42,500  8,316  60,125 
Contributions to subsidiaries
(10,500) (20,043) (1,557)
Net cash provided by (used in) investing activities 32,000  (11,727) 58,568 
Cash flows from financing activities
Proceeds from Term Loans —  75,000  — 
Repayment of Term Loans (13,752) (947) — 
Repayment of convertible senior notes payable —  (62,147) — 
Repurchase of convertible senior notes payable —  (17,198) (19,793)
Repurchase of shares (7,488) —  (35)
Net cash used in financing activities (21,240) (5,292) (19,828)
Net increase (decrease) in cash and cash equivalents 3,373  949  490 
Cash and cash equivalents at beginning of the year 1,924  975  485 
Cash and cash equivalents at end of the year $ 5,297  $ 1,924  $ 975 
Supplementary information
Non cash consideration to subsidiaries, net $ (572) $ (595) $ (656)

F-56

SCHEDULE III
 
 
GREENLIGHT CAPITAL RE, LTD.
SUPPLEMENTARY INSURANCE INFORMATION
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2024, 2023, AND 2022
(expressed in thousands of U.S. dollars) 

December 31, 2024
Year ended December 31, 2024
Deferred
acquisition
costs
Reserves
for losses
and LAE
Unearned
premiums
Net
premiums
earned
Total
investment related
income (loss)
Net losses,
and LAE
Acquisition
costs
Underwriting
expenses (2)
Net
premiums
written
Deposit interest expense, net
Open Market $ 71,432  $ 769,776  $ 290,419  $ 511,922  $ 42,629  $ 341,586  $ 144,852  $ 19,175  $ 541,446  $ 1,228 
Innovations 10,817  76,986  34,132  86,352  702  51,939  27,151  3,682  80,016  — 
Corporate (1)
—  14,207  —  21,680  2,623  33,744  4,772  —  (197) — 
$ 82,249  $ 860,969  $ 324,551  $ 619,954  $ 45,954  $ 427,269  $ 176,775  $ 22,857  $ 621,265  $ 1,228 

December 31, 2023
Year ended December 31, 2023
Deferred
acquisition
costs
Reserves
for losses
and LAE
Unearned
premiums
Net
premiums
earned
Total
investment related
income (loss)
Net losses,
and LAE
Acquisition
costs
Underwriting
expenses (2)
Net
premiums
written
Deposit interest expense, net
Open Market $ 64,354  $ 597,478  $ 246,994  $ 466,751  $ 37,351  $ 262,290  $ 136,356  $ 16,827  $ 466,544  $ 2,687 
Innovations 11,089  46,314  37,438  71,769  2,732  44,855  22,381  2,760  83,608  — 
Corporate (1)
4,513  17,762  21,878  44,627  3,325  52,859  10,140  —  43,896  — 
$ 79,956  $ 661,554  $ 306,310  $ 583,147  $ 43,408  $ 360,004  $ 168,877  $ 19,587  $ 594,048  $ 2,687 

December 31, 2022
Year ended December 31, 2022
Deferred
acquisition
costs
Reserves
for losses
and LAE
Unearned
premiums
Net
premiums
earned
Total
investment related
income (loss)
Net losses,
and LAE
Acquisition
costs
Underwriting
expenses (2)
Net
premiums
written
Deposit interest expense, net
Open Market $ 70,173  $ 524,913  $ 250,742  $ 410,877  $ 4,898  $ 268,659  $ 125,296  $ 11,867  $ 437,799  $ 6,717 
Innovations 6,570  19,336  25,586  33,184  9,869  23,151  11,111  1,946  47,328  — 
Corporate (1)
5,648  11,219  31,492  25,416  (6,417) 24,675  6,741  —  44,615  — 
$ 82,391  $ 555,468  $ 307,820  $ 469,477  $ 8,350  $ 316,485  $ 143,148  $ 13,813  $ 529,742  $ 6,717 

(1) Corporate includes the results of runoff business and non-underwriting income and expenses.
(2) Includes underwriting expenses and deposit interest expense, net.


F-57

SCHEDULE IV


GREENLIGHT CAPITAL RE, LTD.
SUPPLEMENTARY REINSURANCE INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 2024, 2023, AND 2022

(expressed in thousands of U.S. dollars) 
Year Direct gross
 premiums
Premiums
 ceded to
 other companies
Premiums
assumed from
other companies
Net written premiums Percentage of
 amount
assumed to net
2024 $ —  $ 77,070  $ 698,335  $ 621,265  112  %
2023 $ —  $ 42,762  $ 636,810  $ 594,048  107  %
2022 $ —  $ 33,429  $ 563,171  $ 529,742  106  %

F-58
EX-10.42 2 exh1042hsbcloc.htm EX-10.42 Document
Execution Version
image_0.jpg

Continuing Letter of Credit Agreement
dated as of December 17, 2024
between HSBC Bank USA, National Association and Greenlight Reinsurance, Ltd.
To induce HSBC Bank USA, National Association (“Bank”) to issue one or more standby letters of credit hereunder (each, a “Letter of Credit”, and collectively, “Letters of Credit”) upon application by GREENLIGHT REINSURANCE, LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands and licensed as a Class D insurance company with the Cayman Islands Monetary Authority under license number 645363, with its registered office at Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, George Town, Cayman Islands (“Applicant”), Applicant and Bank agree as follows:

1. Defined Terms. As used in this Agreement, the following terms have the meanings specified below, unless the context requires otherwise:

“Account” has the meaning given to such term in the Security Agreement.
“Account Bank” means HSBC Continental Europe, acting through its Irish branch.
“Agreement” means this Continuing Letter of Credit Agreement, as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

“Application” means each application for a Letter of Credit, substantially in the form of Exhibit A hereto or such other form as Bank may accept, including applications submitted through Electronic Means.

“Approved Institution” means a financial institution listed on the National Association of Insurance Commissioners’ List of Qualified U.S. Financial Institutions (as such list may be amended or updated from time to time).

    “Business Day” means any day that is not (a) a Saturday, Sunday or other day that is a legal holiday under the laws of the State of New York or the Cayman Islands or (b) a day on which banking institutions in the State of New York or the Cayman Islands are authorized or required by law to close.

“Capital Securities” means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued or acquired after the date hereof, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership, interests in a trust, interests in other unincorporated organizations or any other equivalent of such ownership interest.

“Change of Control” means an event or series of events by which: (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall, unless otherwise approved by the Agent in its reasonable discretion, be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or unconditionally exercisable after the passage of time (such right, an “option right”)), directly or indirectly, of 35% or more of the Capital Securities of Parent entitled to vote for members of the board of directors or equivalent governing body of Parent on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) as set forth in the preceding parenthetical; (b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of Applicant cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or

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nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (c) all issued and outstanding Capital Securities of Applicant fail to be owned, directly or indirectly, by Parent.    

“Collateral” means all property and assets described in the Security Agreement or other Security Documents in which Applicant has granted, or purported to grant, to Bank a security interest to secure the Obligations.

    “Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

    “Electronic Means” means any electronic system or method for delivering communications, including any email, facsimile, telecopier, telex, cable, telephone or other electronic system or method.

    “Excluded Taxes” means any of the following Taxes imposed on or with respect to Bank or required to be withheld or deducted from a payment to Bank, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of Bank being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are imposed as a result of a present or former connection between Bank and the jurisdiction imposing such Tax (other than connections arising from Bank having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, or sold or assigned an interest in this Agreement), (b) withholding Taxes imposed on amounts payable to or for the account of Bank with respect to this Agreement pursuant to a law in effect on the date on which (i) Bank acquires such interest in this Agreement or (ii) Bank changes its office, (c) Taxes attributable to such Bank’s failure to comply with Section 5(c), and (d) any withholding Taxes imposed under FATCA.

    “FATCA” means Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the “Code”), as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code

    “Financial Standby Letter of Credit” means a letter of credit or similar independent undertaking, however named or described, issued, confirmed or paid, or in respect of which value is transferred (including acceptance of a draft), by Bank and/or an affiliate of Bank (or correspondent bank), for the account of one or more applicants, that represents an obligation to a third-party beneficiary: (a) to repay money borrowed by, or advanced to, or for the account of, a second party (the account party); or (b) to make payment on behalf of the account party, in the event that the account party fails to fulfill its obligation to the beneficiary. The determination that a letter of credit or similar undertaking is a Financial Standby Letter of Credit shall be made by Bank in its discretion.

    “Governmental Authority” means the government of the United States of America or the Cayman Islands, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body (including, for the avoidance of doubt, the Cayman Islands Monetary Authority), court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the European Union or the European Central Bank).

    “Guarantor” means any entity which has executed a guarantee, letter of comfort or similar document (a “Guarantee”) in favor of Bank with respect to any or all of Applicant’s Obligations, and “Credit Party” means any of Applicant or Guarantor.


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    “HSBC Group” means HSBC Holdings plc and its Subsidiaries and affiliates from time to time.

    “Legal Reservations” means (i) the principle that equitable remedies may be granted or refused at the discretion of the court, the limitation on enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganization, court schemes, moratoria, administration and other laws generally affecting the rights of creditors and similar principles, rights, defenses and limitations under the laws of any applicable jurisdiction; (ii) the time barring of claims under any applicable limitation laws, the possibility that a court may strike out provisions of a contract as being invalid for reasons of oppression, undue influence or similar reasons, the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void, defenses of set-off or counterclaim and similar principles, rights, defenses and limitations under the laws of any applicable jurisdiction and (iii) any other general principles, reservations or qualifications, in each case as to matters of law, as set out in any legal opinion delivered to Bank under any provision of or otherwise in connection with any Transaction Document.
    “Letter of Credit Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit issued by Bank under this Agreement at such time (including any pending drawings made prior to expiration and any scheduled increases in accordance with the terms of any Letter of Credit) plus (b) the aggregate amount of all payments made by Bank pursuant to any such Letter of Credit that have not yet been reimbursed by or on behalf of Applicant at such time (including any and all acceptances and deferred payment undertakings incurred under any Letter of Credit providing for acceptances or deferred payment undertakings, as applicable).
“Lien” means any mortgage, pledge, hypothecation, collateral assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority, or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“Material Indebtedness” means any indebtedness of any Credit Party (other than indebtedness under this Agreement) in an aggregate principal amount exceeding $5,000,000.

“Maximum Total Facility Amount” means $100,000,000.

    “Obligations” means all present and future obligations of Applicant under this Agreement, any other Transaction Document, or in respect of any Letter of Credit, whether due or to become due, absolute or contingent, joint, several or independent, including interest accruing at the rate provided in this Agreement on or after the commencement of any bankruptcy or insolvency proceeding in respect of Applicant, whether or not such interest is allowed or allowable.

“Parent” means Greenlight Capital Re, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands.
    
“Perfection Requirement” means the making or the procuring of the registration, filing, endorsement, notarization, stamping, notification or other action or step to be made or procured in any jurisdiction in order to create, perfect or enforce the Lien created by a Transaction Document and/or achieve the relevant priority for the Lien created thereunder.
“Performance Standby Letter of Credit” means a letter of credit or similar independent undertaking, however named or described, other than a Financial Standby Letter of Credit, issued, confirmed or paid, or in respect of which value is transferred (including acceptance of a draft), by Bank and/or an affiliate of Bank (or correspondent bank), for the account of one or more applicants, that represents an obligation to the beneficiary on the part of the issuer to make payment on account of any default by the account party in the performance of a non-financial or commercial obligation. The determination that a letter of credit or similar arrangement is a Performance Standby Letter of Credit shall be made by Bank in its discretion.

“Permitted Liens” means, collectively, (a) the security interests granted to Bank pursuant to the Security Agreement or any other agreement, (b) Liens for taxes or other governmental charges which are not delinquent or which

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are being contested in good faith and for which a reserve shall have been established in accordance with generally accepted accounting principles, consistently applied, (c) statutory Liens and other Liens imposed by law created in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate bonds have been posted, and (d) Liens in favor of Account Bank arising pursuant to applicable law or any agreement between Applicant and Account Bank in respect of the Account.

    “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, government (including any subdivision, agency, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the European Union or the European Central Bank)) or other entity.

    “Prime Rate” means the rate of interest publicly announced by Bank from time to time as its prime rate and is a base rate for calculating interest on certain loans (which rate does not necessarily represent the lowest rate of interest changed by Bank to its borrowers). In no event shall the interest rate under this Agreement exceed the maximum rate authorized by applicable law. Any change in the interest rate resulting from a change in the Prime Rate shall be effective on the date of such change.

    “Required Collateral Amount” means, at any time, an amount equal to 100% of the Letter of Credit Exposure, after giving effect to any pending request for the issuance, amendment, or extension of any Letter of Credit and any scheduled increases in accordance with the terms of any Letter of Credit.

“Security Agreement” means the Charge over Account dated as of the date hereof between Applicant and Bank, as amended, supplemented, or otherwise modified from time to time.

“Security Documents” means, collectively, the Security Agreement and all other agreements, instruments, documents, and certificates now or hereafter executed and delivered to Bank by or on behalf of Applicant with respect to the Collateral, as each may be amended, supplemented, or otherwise modified from time to time.

“Solvent” means, as to any Person as of any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts, including contingent debts, as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities, including contingent debts and liabilities, beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
    
“Subsidiary” means, with respect to any Person, any corporation or other Person of which more than 50% of the outstanding equity interests having ordinary voting power to elect a majority of the board of directors, board of managers or other governing body of such Person, is at the time, directly or indirectly, owned or controlled by such Person and one or more of its other subsidiaries or a combination thereof (irrespective of whether, at the time, securities of any other class or classes of any such corporation or other Person shall or might have voting power by reason of the happening of any contingency). When used without reference to a parent entity, the term “Subsidiary” shall be deemed to refer to a Subsidiary of Applicant.

“Trade Transaction” means a transaction involving the sale or purchase by Applicant of goods or services from/to a third party, and includes any contract(s) on which such transaction may be based.

“Transaction Documents” means, collectively, this Agreement, any agreement supporting or securing this Agreement (including the Security Documents and any Guarantee), each Application, the Certificate of Authority or other

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indemnity acceptable to Bank, and all other agreements, instruments, documents and certificates now or hereafter executed and delivered to Bank by or on behalf of Applicant with respect to this Agreement.

2. Payment Obligation.
(a) Applicant hereby promises to pay to Bank, on demand, at Bank’s office located at 66 Hudson Boulevard E, New York, New York 10001 (or elsewhere as specified in writing by Bank), the amount paid or payable by Bank in respect of each drawing under a Letter of Credit in the same currency in which such drawing is made or requested.
(b) All payments to be made to Bank under this Agreement shall be paid in immediately available funds, without any offset.
3. Requests for Issuance; Fees, Commission and Costs.
(a) To request the issuance of a Letter of Credit (or the extension of its expiration date or other amendment of its terms and conditions), Applicant shall deliver an Application to Bank (reasonably in advance of the requested date of issuance, extension, or other amendment) requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be extended or otherwise amended, and specifying the date of issuance, extension, or other amendment (which shall be a Business Day), the purpose and nature of the requested Letter of Credit, and such other information as shall be necessary to prepare, extend, or otherwise amend such Letter of Credit.
(b) Without in any way limiting or impairing the uncommitted nature of the facility made available under this Agreement and Bank’s sole and absolute discretion in determining whether to issue any Letter of Credit hereunder:
(i)    each Letter of Credit shall expire no later than the close of business on the date one year after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year after such extension); provided that, if Applicant so requests in any applicable Application, Bank may agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”) so long as such Auto-Extension Letter of Credit permits Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by sending prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and as specified in such Letter of Credit;
(ii) in no event shall the aggregate stated available amount of all of the Letters of Credit exceed the Maximum Total Facility Amount at any time; and
(iii) if, after giving effect to the issuance of a Letter of Credit or amendment thereto increasing the stated amount thereof, the value of the Collateral would be less than the Required Collateral Amount, then, as a condition precedent to such issuance, Applicant shall deposit into the Account an amount of cash (denominated in the same currency as such Letter of Credit) necessary to cause the value of the Collateral to be at least equal to the Required Collateral Amount after giving effect to such issuance.
(c) Applicant hereby agrees to pay to Bank, on demand, (a) its customary documentation fees (including the applicable fees set forth on Exhibit B hereto (including Annex I thereto, as such fees set forth on Annex I may be amended in writing by Bank from time to time)) and (b) all reasonable and documented out-of-pocket costs, charges and expenses reasonably incurred by Bank or its correspondents in connection with the Letters of Credit, including any adviser’s, confirmer’s, or other nominated person’s reasonable and documented fees and expenses that are chargeable to Applicant or Bank (if the Application for the applicable Letter of Credit requested or authorized such advice, confirmation or other nomination, as applicable). All computations of fees and interest under this Agreement shall be based on a 360-day year for the actual number of days elapsed.
4. Interest. Without limiting Applicant’s obligation to make all payments under this Agreement when due, (a) if Applicant fails to fully reimburse Bank on the date of any payment under any Letter of Credit, then Applicant will pay to Bank, on demand, interest on such unreimbursed amount from time to time at a variable interest rate equal to the sum of

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3% per annum plus the Prime Rate, and (b) Applicant will pay to Bank, on demand, interest on all other overdue amounts hereunder from the due date through the payment date at a variable interest rate equal to the sum of 3% per annum plus the Prime Rate. If any payment shall be due on a day that Bank is not open for business at its applicable office, such payment shall instead be made on the next day on which Bank is open for business at such office and interest shall be paid for each additional day elapsed.
5. Taxes.
(a) Except as required by applicable law, any and all payments by or on account of Applicant under this Agreement shall be made without deduction for any present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges(all such taxes, levies, imposts, duties, deductions, charges, withholdings (including backup withholding), assessments, fees or other charges which are imposed with respect to this Agreement or any amount payable under it are hereinafter called “Taxes”). If Applicant shall be required by law to deduct any Taxes from or in respect of any sum payable under this Agreement or in respect of any Letter of Credit, (a) to the extent such Tax is not an Excluded Tax, the sum payable shall be increased as may be necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section), Bank receives an amount equal to the sum Bank would have received had no such deductions been made, (b) Applicant shall be entitled to make such deductions, and (c) Applicant shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.
(b) Without duplication of any payments made under Section 5(a), Applicant will indemnify Bank for the full amount of any Taxes (other than Taxes that are Excluded Taxes) (including any Taxes, other than Taxes that are Excluded Taxes, imposed by any jurisdiction on amounts payable under this Section) paid by Bank and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted. Payment pursuant to this indemnification shall be made upon written demand therefor. Within thirty (30) days after the date of any payment of Taxes pursuant to this Section 5, Applicant will furnish Bank with evidence thereof.
(c) Bank shall deliver to the Applicant prior to the date on which it becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Applicant), either (i) an executed copy of IRS Form W-9 certifying that Bank is exempt from U.S. federal backup withholding tax, or (ii) an executed copy of IRS Form W-8BEN, W-8BEN-E or W-8ECI, as applicable, or, to the extent a recipient is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-9, as applicable, certifying, in each case, that such recipient is exempt from U.S. federal withholding tax.
(d) Bank shall maintain at one of its offices in accordance with the requirements of Section 5f.103-1(c) of the Treasury Regulations, a register for the recordation of the names and addresses of any lenders, assignees and participants, and principal amounts (and stated interest) of the loans owing to, each lender, assignee and participant pursuant to the terms hereof from time to time (the “Register”). Each recipient that sells any interest in any Loan or a participation shall provide to Bank evidence of such assignment or participation that includes the information described in this Section in respect of such assignee or participant’s interest, including the names and addresses of the applicable assignee or participant, and principal amounts (and stated interest) of the Loans owing to each assignee or participant.
6. Reimbursement Obligation.
(a) Applicant’s obligation to reimburse each drawing under a Letter of Credit as provided in Section 2(a) above shall be absolute, unconditional and irrevocable, and shall be performed under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Transaction Document, or any term or provision herein or therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by Bank or a Bank correspondent under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 6(a), constitute a legal or equitable discharge of, or provide a right of set-off against, any of Applicant’s Obligations. Neither

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Bank nor any Bank correspondent shall have any liability or responsibility by reason of or in connection with the issuance, assignment, or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any circumstance referred to in the preceding sentence), or any error, omission, interruption, loss, delay or alteration in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of Bank (or a Bank correspondent, as applicable); provided that nothing in this Agreement shall be construed to excuse Bank (or a Bank correspondent) from liability to Applicant to the extent of any direct damages suffered by Applicant that are caused by Bank’s (or such correspondent’s) failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit issued by it comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on the part of Bank or, as applicable, a Bank correspondent (in each case as finally determined by a court of competent jurisdiction by final and nonappealable judgment), Bank (and Bank’s correspondent) shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, Bank and Applicant agree that, with respect to presented documents that appear on their face to be in substantial compliance with the terms of a Letter of Credit, Bank (or a Bank correspondent, as applicable) may, in its discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. Neither Bank nor Bank’s correspondent shall be liable to Applicant in contract, tort, or otherwise for any special, indirect, consequential, or punitive damages, including for any consequences of fraud by any beneficiary of any Letter of Credit.
(b) Neither Bank nor any Bank correspondent shall be liable to anyone for failure to pay or to accept if such failure is due to any governmental, regulatory, administrative or judicial restriction in force at the time and place of presentment or payment.
(c) Bank may rely upon any written or other communication (including those delivered by Electronic Means) reasonably believed to have been authorized by Applicant and shall not be responsible for errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document in connection with any Letter of Credit, whether transmitted by courier, mail, Electronic Means, or otherwise (whether or not they be encrypted), or for errors in interpretation of technical terms or in translation (and Bank may transmit Letter of Credit terms without translating them); provided that nothing in this Agreement shall be construed to excuse Bank from liability to Applicant to the extent of any direct damages suffered by Applicant that are caused by Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit issued by it comply with the terms thereof. If Bank issues or takes any action respecting a Letter of Credit pursuant to any communication of any kind from Applicant, including (i) Applicant’s written request other than on an Application, (ii) Bank’s prescribed computerized entry format, or (iii) any written or oral communication delivered by Electronic Means, then this Agreement shall apply to such Letter of Credit or such action, notwithstanding any lack of reference to this Agreement in such communication. In furtherance of the foregoing, and without limitation thereof, Applicant may be entitled to apply for the issuance and amendment, as well as potentially other letter of credit services, pursuant to HSBCnet and any successor thereto. Applicant acknowledges and agrees that, unless and solely to the extent otherwise agreed in writing by Bank, any application or other letter of credit transaction effected pursuant to HSBCnet or any successor thereto shall create a legal, valid and binding obligation of Applicant, governed by and enforceable against it in accordance with the terms of this Agreement (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and by general principles of equity).

(d) Applicant agrees that in the event of any extension of the maturity or time for presentment of drafts, acceptances or documents, or any other modification of the terms of any Letter of Credit (including any deferred payment obligation thereunder), at the request of Applicant, with or without notice to others, or in the event of any increase in the amount of any Letter of Credit at Applicant’s request, this Agreement shall be binding upon Applicant with regard to such Letter of Credit as so extended, increased or otherwise modified, and any drafts, acceptances, documents and property covered thereby and any action taken by Bank or any of Bank’s correspondents in accordance with such extension, increase or other modification.

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(e) Applicant agrees that Bank or any Bank correspondent may accept or pay any draft dated on or before the expiration of any time limit expressed in any Letter of Credit regardless of when drawn and when or wherever negotiated; provided any other required documents in relation thereto are dated prior to the expiration date of such Letter of Credit; provided, further, that neither Bank nor any Bank correspondent shall accept or pay any draft presented after the expiration date of the applicable Letter of Credit unless otherwise required by applicable law, ISP 98, UCP 600, or Bank’s internal policies and procedures (so long as such internal policies and procedures are applied to the Applicant consistently with Bank’s treatment of other customers that are similarly situated to the Applicant).
(f) If any Letter of Credit is issued in transferable form, Bank shall have no duty to determine the identity of anyone appearing in any transfer request, draft or other document as transferee, or the validity or correctness of any transfer made pursuant to documents that appear on their face to be substantially in accordance with the terms and conditions of such Letter of Credit.
(g) Bank (i) may replace a purportedly lost, stolen or destroyed original Letter of Credit by providing a replacement copy marked as such to any beneficiary thereof, and in connection therewith Bank may require an indemnity acceptable to Bank, (ii) may disregard any requirement of any Letter of Credit that presentation be made to Bank by a particular means of presentation, at a particular place, or prior to a particular time of day (but may not disregard any requirement for presentation by a particular day), and may amend or specify any such requirement in the Letter of Credit, (iii) if any Letter of Credit requires presentation of a draft but no form of draft is attached thereto as an exhibit or otherwise prescribed in the Letter of Credit, may accept as a draft any written or electronic demand for payment under the Letter of Credit, (iv) may disregard any requirement of any Letter of Credit that any draft, demand or other request for payment thereunder bear any reference to the Letter of Credit, (v) [reserved], (vi) may make any payment under any Letter of Credit by any means it chooses, including by wire transfer of immediately available funds, (vii) [reserved], (viii) may select any branch or affiliate of Bank or any other Person to act as an advising, transferring, confirming and/or nominated Person, if the application for such Letter of Credit requested or authorized such advice, transfer, confirmation and/or nomination, as applicable, (ix) may amend any Letter of Credit to accurately reflect any change of name, address or other contact information of any beneficiary thereof, and (x) shall have no duty to seek any waiver of discrepancies from Applicant, nor any duty to grant any waiver of discrepancies which Applicant approves or requests.
(h) Applicant’s ultimate responsibility for the final text approved by it of each Letter of Credit shall not be affected by any assistance Bank may have provided (regardless of whether such assistance is provided by Bank personnel, by automated means, or otherwise) such as by drafting or recommending text, and Applicant assumes all risks that: (i) any non-documentary conditions stated in the Letter of Credit will be ignored when presentment is made, or may cause the Letter of Credit to be interpreted by a court as a guarantee, (ii) any ambiguous or inconsistent provisions may be interpreted in a manner not intended by Applicant, (iii) any permitted payment or other action at a foreign location may invoke the application of foreign laws or rules, and (iv) the Letter of Credit may not satisfy Applicant’s needs or intentions.
(i) If Applicant or any other Person seeks to restrain any presentation under, or honor of, any Letter of Credit, or takes any other action that would have a similar effect, or if any court shall do any of the foregoing or extend the term of any Letter of Credit, then at Bank’s reasonable request in each case, Applicant shall provide Bank with additional cash collateral, a bond, or other collateral, in each case of a type and value reasonably satisfactory to Bank as security for the Obligations, but only to the extent the existing Collateral is deemed insufficient, in Bank’s reasonable discretion, to cover the Obligations pursuant to the applicable Letter of Credit.
(j) Applicant acknowledges that (i) Bank and its affiliates offer a wide range of financial and related services, which may at any time include back-office processing services on behalf of financial institutions, letter of credit beneficiaries, and other customers, (ii) some of these customers may be Applicant’s counter-parties or competitors, and (iii) Bank and its affiliates may perform more than one role in relation to any Letter of Credit.
7. Representations and Warranties.

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Applicant represents and warrants to, and where applicable agrees with, Bank, as of the date hereof and also as of the date of issuance of any Letter of Credit and the date of any increase, manual or automatic extension, or amendment thereof (provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date), that:
(a) Applicant is duly incorporated, organized, or formed, validly existing and, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization.
(b) Subject to the Legal Reservations and the Perfection Requirements, the execution, delivery and performance of this Agreement and the other Transaction Documents, (i) are within Applicant’s requisite powers and have been duly authorized by all necessary corporate or other organizational action, (ii) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for such as have been obtained or made and are in full force and effect, (iii) will not violate (x) any applicable law or regulation or (y) the charter, bylaws or other equivalent or comparable organizational documents of Applicant or (z) any order of any Governmental Authority, (iv) will not violate or result in a default under any indenture, agreement or other instrument binding upon Applicant or any of its assets, or give rise to a right thereunder to require any payment to be made by any such Person, and (v) will not result in the creation or imposition of any Lien on any asset of Applicant (other than Permitted Liens), except, with respect to clauses (ii), (iii) (as to subclauses (x) and (z)) and (v), as would not reasonably be expected to materially adversely affect Applicant’s financial condition, business or assets or its ability to perform its obligations under this Agreement.
(c) Each Transaction Document (i) has been duly executed and delivered by Applicant, and (ii) constitutes a legal, valid and binding obligation of Applicant, enforceable against Applicant in accordance with its terms, except as such enforceability may be limited by the Legal Reservations and Perfection Requirements, bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights generally and by general principles of equity.
(d) No Event of Default or Default has occurred and is continuing.
(e) Applicant (i) represents and warrants that the transactions covered by each Letter of Credit are not prohibited under the Foreign Assets Control Regulations of the United States Treasury Department or Tax Reform Act of 1976, as amended, or the Export Control Reform Act of 2018, as amended, or related laws and regulations thereto, and that any transfer of moneys or importation covered by a Letter of Credit conforms in every material respect with all existing United States laws and government regulations, and (ii) makes the representations and warranties and agrees to the provisions contained in Exhibit C hereto.
(f) This Agreement and the Obligations are and will at all times be senior, secured direct obligations of Applicant, ranking in right of payment higher than the priority of all unsecured unsubordinated indebtedness of Applicant.
(g) There is no pending or, to Applicant’s knowledge, threatened action or investigation which is reasonably likely to materially adversely affect Applicant’s financial condition, business or assets or which purports to affect the validity or enforceability of this Agreement, any other Transaction Document, any Letter of Credit, or any transaction contemplated by any Letter of Credit.
(h) Pursuant to the Transaction Documents, Applicant has granted to Bank a first priority perfected Lien in all of the Collateral to secure the payment, discharge and performance of all the Obligations, free and clear of all other Liens (other than Permitted Liens).
(i) Neither Applicant’s granting of any collateral security for the Obligations, nor Bank’s issuance of any Letter of Credit (or any increase or extension thereof), nor the making of any payment thereunder or the use of any proceeds thereof, constitutes or will constitute, or be part of, a fraudulent transfer or conveyance by Applicant to anyone (including Bank and any beneficiary) under any applicable law, or exceed (alone or together with any other payments or credit support for any transaction(s) supported by the applicable Letter of Credit) the maximum amount that would be allowed

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for any claim against Applicant under any applicable subsection of United States Bankruptcy Code Section 502(b) if Applicant were the subject of any proceeding thereunder.
(j) All of the cash used by Applicant to fund the Required Collateral Amount is solely the property of Applicant.
(k) After giving effect to the provision of Collateral hereunder from time to time and the grant of the security interest in such Collateral provided hereby, Applicant is, and will be, Solvent.
(l) Under laws in effect on the date hereof, Applicant will not be required to make any deduction or offset from any payment Applicant may make hereunder, and if Applicant learns of any change requiring any such deduction or offset it will promptly notify Bank thereof.
8. Covenants.
(a) Applicant agrees to furnish to Bank (i) copies of its annual financial statements (which shall be audited unless otherwise acceptable to Bank) prepared in accordance with generally accepted accounting principles, consistently applied, as soon as available and in any event within one hundred twenty (120) days after the end of each fiscal year of Applicant (or such later date as approved by Bank in its discretion), (ii) copies of its quarterly financial statements prepared in accordance with generally accepted accounting principles, consistently applied (subject to routine audit adjustments and subject to the absence of footnotes), as soon as available and in any event within ninety (90) days after the end of each fiscal quarter of Applicant (or such later date as approved by Bank in its discretion), (iii) such other information respecting the business, operations or condition, financial or otherwise, of Applicant and its Subsidiaries as Bank may from time to time reasonably request, and (iv) promptly upon obtaining knowledge of the occurrence of any Default, notice thereof, specifying the nature thereof and the action Applicant proposes to take with respect thereto.
(b) Applicant agrees that it shall not (i) enter into or suffer to exist any agreement that would be violated or breached in any material respect by the existence of this Agreement or any other Transaction Document or the performance of any Obligations, (ii) other than pursuant to the Security Documents, create or suffer to exist any Lien, whether junior, equal, or superior in priority to the Liens created by the Security Documents, on the Collateral other than Permitted Liens, or (iii) request any Letter of Credit hereunder except for Letters of Credits that support (A) obligations of Applicant arising under agreements entered into after the date hereof or (B) obligations of Applicant arising after the date hereof pursuant to any agreement supported by any letter of credit in respect of which Applicant is the applicant therefor.
(c) Notwithstanding anything to the contrary contained in any other Transaction Document (but subject to the immediately following sentence), Applicant shall ensure that the aggregate market value of the Collateral held in the Account shall at all times be equal to or greater than the Required Collateral Amount. If at any time the aggregate market value of the Collateral held in the Account shall be less than the Required Collateral Amount, Applicant shall, no later than two (2) Business Days after the occurrence of such deficit, deposit additional Collateral in the Account in an amount sufficient to cure such deficit. If at any time the aggregate market value of the Collateral held in the Account shall exceed the Required Collateral Amount (such excess, “Excess Collateral”) or if the security interest in the Collateral shall be released in accordance with the terms of the applicable Security Documents, then, reasonably promptly after Applicant’s written request therefor and after Applicant shall have provided to Bank any evidence thereof reasonably requested by Bank, Bank shall instruct Account Bank to transfer to Applicant such Excess Collateral or all of the remaining Collateral, as applicable, in accordance herewith.
(d) Promptly, and in any event within three Business Days following the entry into any Security Document, Applicant shall deliver to Bank a copy of its register of mortgages and charges, updated to reflect the applicable Security Document, duly certified by its registered office.
9. Expenses; Indemnification.
(a) Applicant agrees to pay or reimburse Bank for all of its reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees, expenses and disbursements and legal and court costs, but excluding

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allocated fees and costs of in-house counsel) in connection with (i) any enforcement or collection proceeding resulting from Applicant’s breach or other default hereunder, including all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding-up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this paragraph (a).
(b) Applicant shall indemnify each of Bank and its affiliates, and their respective directors, officers, employees, agents and advisors (each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable and documented attorneys’ fees, expenses and disbursements (limited to one counsel for all Indemnitees, taken as a whole (and, solely in the case of a conflict of interest, one additional counsel for each group of affected Indemnitees and if reasonably necessary, one local counsel per relevant jurisdiction but excluding allocated fees and costs of in-house counsel)) and legal and court costs for any Indemnitee, incurred by or asserted against any Indemnitee, arising out of, in connection with, or as a result of (i) the execution, delivery or performance of any Transaction Document or any agreement, instrument or document contemplated thereby, including any Letter of Credit, the performance by the parties hereto of their respective obligations thereunder or the consummation of any transactions contemplated thereby or supported by any Letter of Credit (including any transfer, delivery, surrender or endorsement of any instrument, investment security, document of title or transport document presented under any Letter of Credit), (ii) any interruption, loss, delay or alteration in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), (iii) any indemnity, guaranty or other undertaking that Applicant requests or authorizes Bank to issue to any Person (such as a carrier, warehouseman or financial institution) to induce such Person to transfer, deliver or surrender any property or to issue its own letter of credit, guarantee or other undertaking in connection with any Letter of Credit, (iv) any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority or any other cause beyond Bank’s control with respect to any of the foregoing, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity under this Section 9(b) shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted directly from the gross negligence, bad faith or willful misconduct of such Indemnitee, or from a material breach of the obligations of such Indemnitee under any Transaction Document. This Section 9(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
(c) Applicant will pay within ten (10) Business Days after demand from time to time all amounts owing under this Section 9.
10. Increased Costs. If Bank determines that the introduction or effectiveness of, or any change in, any treaty, international agreement, law, rule or regulation or compliance with any directive, guideline or request from any central bank or other Governmental Authority or quasi-Governmental Authority (whether or not having the force of law), or any change in the interpretation of any of the foregoing, affects the amount of capital, liquidity, insurance or reserves (including special deposits, deposit insurance or similar requirements) to be maintained by Bank or any corporation controlling Bank, or otherwise increases the costs of, or reduces the amount received or receivable by, Bank or any corporation controlling Bank, and Bank determines that the amount of such capital, liquidity, insurance or reserve (including any special deposit, deposit insurance or similar requirement) or other increased cost (including any tax or insurance premium) or reduction, as the case may be, is increased by or based upon the existence of this Agreement or any Letter of Credit, then Applicant shall pay to Bank, within five (5) Business Days after demand from time to time, such additional amounts as Bank may demand to compensate for the increase or reduction, as the case may be; provided that Bank computes the amount due under this Section on a reasonable basis. Notwithstanding anything herein to the contrary, (a) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or any United States, foreign or supra-national Governmental Authority pursuant to Basel III or Basel IV and (b) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall, in each case, regardless of the date enacted, adopted or issued, be treated as a change in law for purposes of this Section and

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therefore within the scope of the immediately preceding sentence. Applicant shall not be obligated to pay any such compensation unless Bank also is requesting compensation as a result of such changes from other similarly situated customers under agreements relating to similar credit transactions that include provisions similar to this Section 10.
11. Events of Default.
Upon the occurrence of any one or more of the following events (any such event, an “Event of Default”):
(a) Applicant (i) shall fail to reimburse Bank, within one (1) Business Day of demand by Bank, for the amount paid by Bank in respect of any drawing under a Letter of Credit, (ii) shall fail to pay any other amount when due in accordance with the terms of this Agreement or any other Transaction Document within three (3) Business Days of its due date, or (iii) shall fail to observe or perform any covenant, condition or agreement contained in this Agreement, any other Transaction Document, or in any other agreement with Bank or any Bank affiliate, and such failure shall continue unremedied for a period of 30 or more days after notice thereof by Bank to Applicant;
(b) any representation or warranty made or deemed made by or on behalf of Applicant in or in connection with this Agreement or any other Transaction Document or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Transaction Document or any amendment or modification hereof or thereof, or any waiver hereunder or thereunder, shall prove to have been incorrect in any material respect when made or deemed made;
(c) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of a Credit Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for a Credit Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed or unstayed for a period of sixty (60) or more days or an order or decree approving or ordering any of the foregoing shall be entered;
(d) a Credit Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in paragraph (c) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for a Credit Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, or (vi) take any action for the purpose of effecting any of the foregoing;
(e) a Credit Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due or shall otherwise be or become insolvent;
(f) one or more final and non-appealable judgments for the payment of money in an aggregate amount exceeding $5,000,000 (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgments and has not denied coverage) shall be entered against a Credit Party and the same shall remain undischarged for a period of sixty (60) or more consecutive days during which execution shall not be effectively stayed or vacated, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of a Credit Party to enforce any such judgment;
(g) a Credit Party shall default in (i) any payment of principal of or interest on any Material Indebtedness beyond any period of grace (if any) provided in the agreement or instrument creating or evidencing such Material Indebtedness, or (ii) the performance or observance of any other agreement, term or condition contained in any such agreement or instrument, or any event of default or other event shall occur, if the effect of such default, event of default or other event referred to in this clause (ii) is to cause, or to permit (with or without the giving of notice, the lapse of time or both) the holder or holders of such indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such indebtedness to become due, or to be redeemed, repurchased or mandatorily prepaid, prior to its stated maturity;

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(h) [reserved];
(i) a Change of Control shall occur;
(j) [reserved];
(k) Applicant’s repudiation of, or assertion of the unenforceability of, this Agreement or any other Transaction Document, or any court or other Governmental Authority shall issue any order, ruling or determination that this Agreement or any other Transaction Document is not in full force and effect; or
(l) Applicant’s dissolution or termination, Applicant’s merger or consolidation with any third party (unless (x) Applicant is the survivor or (y) the Person formed by or surviving any such merger or consolidation (if other than Applicant) assumes all of the Obligations of Applicant under this Agreement and the Transaction Documents and is acceptable to Bank), Applicant’s sale, lease or other conveyance of all or substantially all of its assets or business (unless the Person to which such sale, lease or other conveyance shall have been made assumes all of the Obligations of Applicant under this Agreement and the Transaction Documents and is acceptable to Bank), Applicant’s agreement to do any of the foregoing (subject to the exceptions set forth above), or the existence of any other condition which would materially and adversely affect the ability of a Credit Party to operate its business as an ongoing venture;
then, and in any such event and at any time thereafter during the continuance of such event, Bank may take one or more of the following actions: (A) declare the amount of each Letter of Credit and any other Obligations then outstanding or accrued due and payable by Applicant immediately (provided that if the Event of Default is described in clauses (c), (d), or (e) above, then such amount shall become due and payable immediately and automatically, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Applicant); (B) require Applicant to (and Applicant agrees that it shall) use its best efforts to cause Bank to be promptly released from all its obligations under each Letter of Credit; and (C) exercise any and all other rights and remedies available at law, in equity, or otherwise (including all rights and remedies under each Transaction Document) to secure, collect, enforce or satisfy the Obligations. Bank may hold the proceeds of the Collateral as additional collateral under this Agreement or apply the proceeds to the payment of any of the Obligations, at such times and in such order as Bank may determine. Bank shall pay any surplus to Applicant or to whomever may be lawfully entitled to receive the surplus, and Applicant shall be liable for any deficiency.
12. Miscellaneous.
(a) No course of dealing between Applicant and Bank, and no delay or omission by Bank or Applicant in exercising any right or remedy hereunder, shall operate as a waiver thereof or of any other right or remedy, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Bank may remedy any default by Applicant hereunder in any reasonable manner without waiving the default remedied and without waiving any other prior or subsequent default by Applicant. Bank’s rights and remedies hereunder are cumulative.
(b) HSBC shall not be responsible or liable for, and Applicant waives all claims against HSBC in respect of the form, sufficiency, correctness, genuineness, authority of any Person signing or endorsing (including any Person making presentations, demands, claims, giving instructions (including by Electronic Means) to HSBC purportedly on the authority of Applicant or a beneficiary), falsification, or the legal effect of, any documents if such documents on their face appear to be in order.
(c) Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by an affiliate of Bank (in which case the term “Bank” shall include any such affiliate with respect to Letters of Credit issued by such affiliate). If and to the extent an affiliate of Bank issues a Letter of Credit, such affiliate shall be an express third-party beneficiary of this Agreement and any other applicable Transaction Documents, and shall be entitled to enforce its rights hereunder as if a party signatory hereto. The provisions of this Agreement shall be binding upon and inure to the benefit of Applicant and Bank and their respective successors and permitted assigns (including any Bank affiliate that issues a Letter of Credit), except that Applicant may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of Bank (and any attempted assignment or transfer by Applicant without such consent shall be null and

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void). Bank may at any time assign its rights and obligations under this Agreement with the prior written consent of Applicant (such consent not to be unreasonably withheld and not required for an assignment to a Bank affiliate or if an Event of Default arising under Section 11(a)(i), Section 11(a)(ii), Section 11(c), Section 11(d), or Section 11(e) of this Agreement is continuing); provided that Applicant shall be deemed to have consented to such assignment unless it shall object thereto by written notice to Bank within six (6) Business Days after having received notice thereof. Bank may at any time sell participation interests in its rights and obligations under this Agreement to any Approved Institution without the prior written consent of Applicant. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, the Indemnitees, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, a Bank affiliate or correspondent) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(d) Bank and any affiliate of Bank that issues a Letter of Credit are hereby authorized at any time any Event of Default exists, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at such time held and other obligations at such time owing by Bank or any such Bank affiliate to or for the credit or the account of Applicant against any or all of the Obligations due and payable at such time held by Bank or any such Bank affiliate, irrespective of whether Bank or any such Bank affiliate shall have made any demand under this Agreement. The rights of Bank and Bank affiliates under this paragraph (d) are in addition to other rights and remedies (including other rights of setoff) that Bank or Bank affiliates may have. Bank agrees to notify Applicant promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.
(e) Applicant shall notify Bank of any objection Applicant may have to Bank’s (i) having issued or amended any Letter of Credit, (ii) having honored or dishonored any presentation under the Letter of Credit, or (iii) having taken any other action or failed to have taken any other action under or in connection with this Agreement or the Letter of Credit. Applicant’s notice of objection must be delivered to Bank promptly, and in any event within three (3) Business Days after Applicant receives notice of the action or inaction it objects to (such as by receiving a copy of an amendment Applicant did not want issued or by receiving honored drawing documents Applicant believes should have been refused). Applicant agrees that three (3) Business Days is a reasonable time within which it must object. Applicant’s failure to notify Bank of Applicant’s objection within such period shall automatically waive Applicant’s objection. Applicant understands that its giving or not giving such notice of objection shall not affect Bank’s obligations under any Letter of Credit to any beneficiary thereof but may enable Bank and/or Applicant to avoid or mitigate any loss. Applicant’s acceptance or retention beyond such period of any original documents presented under any Letter of Credit, or of any property for which title is conveyed by such documents, shall ratify Bank’s honor of the applicable presentation.
(f) If, in any Letter of Credit or in any Application, any Subsidiary or affiliate of Applicant is identified as the “applicant”, “account party”, or “customer” at whose request, on whose instruction, or for whose account the Letter of Credit is issued, then such Subsidiary’s or affiliate’s request or application for, and utilization of, the Letter of Credit shall be deemed to be a request or application for, and utilization of, the Letter of Credit under this Agreement by Applicant, and Applicant shall assume all risk and liability for such Subsidiary’s or affiliate’s utilization, acts and omissions in connection with such Letter of Credit and/or Application, as applicable. In such instances, such Subsidiary and Applicant (each, an “Obligor”) shall be jointly and severally liable for all Obligations relating to such Letter of Credit (with respect to any Obligor, such obligations of the other Obligor are herein called the “Joint Obligations”). The obligations of each Obligor with respect to the Joint Obligations shall be unconditional, absolute and irrevocable and, without limiting the generality of the foregoing, shall not be released, discharged, limited or otherwise affected by:
(i) any extension, settlement, compromise, waiver or release in respect of any Obligation of the other Obligor;
(ii) any amendment, restatement, supplement or other modification to this Agreement affecting the other Obligor;

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(iii) any change in the corporate existence, structure or ownership of the other Obligor, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the other Obligor or its assets or any resulting release or discharge of any Obligation;
(iv) the existence of any claim, set-off or other rights which one Obligor may have at any time against the other Obligor, Bank or any other Person, whether in connection herewith or any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;
(v) any illegality, invalidity, unenforceability or irregularity relating to the other Obligor, the Obligations under this Agreement, or any provision of applicable law or regulation purporting to prohibit the payment by the other Obligor of any Obligation; or
(vi) any other act or omission to act or delay of any kind by the other Obligor, Bank or any other Person, or any other circumstance whatsoever which might, but for the provisions of this paragraph (e), constitute a legal or equitable discharge of or defense of a surety or guarantor.
(g) Unless otherwise specified in an Application and agreed to by Bank at the time a Letter of Credit is issued, (i) the rules of the “International Standby Practices 1998,” International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the time of issuance) (“ISP 98”) or of the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the time of issuance) (“UCP 600”), as applicable, shall apply to each Letter of Credit and (ii) the Letter of Credit shall be governed by, and construed in accordance with, the laws of the State of New York and applicable United States Federal laws. If, at Applicant’s request, the Letter of Credit expressly chooses any governing set of rules that is not ISP 98 or UCP 600, as applicable, or a state or country law other than New York State law and United States Federal law or is silent with respect to the choice of ISP 98 or UCP 600, as applicable, or a governing law, Bank shall not be liable for any payment, cost, expense or loss resulting from any action or inaction taken by Bank if such action or inaction is or would be justified under ISP 98 or the UCP 600, as applicable, New York law, applicable United States Federal law, or any other law governing the Letter of Credit.
(h) Except as may be provided in any Letter of Credit or as Bank may agree in writing, Bank shall have no obligation to issue, extend, or otherwise amend any Letter of Credit, the issuance, extension, automatic extension or other amendment of any Letter of Credit being in Bank’s discretion. If any Letter of Credit by its terms provides for automatic extension unless Bank notifies any beneficiary thereof of Bank’s election not to extend the Letter of Credit and if Applicant desires that Bank give such notice, Applicant’s request that Bank give such notice shall be given to Bank at least thirty (30) days prior to the date that Bank is required to give such notice to beneficiary as per terms of Letter of Credit (but Bank shall have no obligation to accede to such request). Either Bank or Applicant may terminate this Agreement upon written notice to the other, for any reason or no reason, at any time; provided that any and all Obligations outstanding at the time of termination shall survive and remain in full force and effect until such Obligations are paid in full and shall survive thereafter to the extent provided in paragraph (r) of this Section 12. For the avoidance of doubt, the termination of this Agreement shall not terminate any Letters of Credit outstanding at the time of such termination.
(i) No modification, rescission, waiver, release or amendment of any provision of this Agreement or any other Transaction Document shall be effective unless in a writing duly executed by Applicant and Bank.
(j) In this Agreement: (i) headings are included only for convenience and are not interpretative; (ii) the term “including” means “including, without limitation”; (iii) definitions of terms herein shall apply equally to the singular and plural forms of the terms defined; (iv) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import shall be construed to refer to this Agreement in its entirety and not to any particular provision of this Agreement; (v) references to Bank’s discretion mean Bank’s reasonable discretion, and references to actions Bank “may” take or omit to take mean “may in its reasonable discretion”; and (vi) references herein to any laws or rules include any amendments thereto or successor or replacement laws or rules.

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(k) Unless otherwise provided herein, any notice, request, consent, demand or other communication which Bank or any Credit Party may be required or may desire to give to the other party under any provision hereunder shall be in writing and sent by electronic mail, hand delivery or first class mail, certified or registered and postage prepaid, to the intended party at the address for such party specified on Schedule I (in the case of Applicant) and Schedule II (in the case of Bank), and shall be deemed to have been given or made when transmitted in the case of electronic mail, when received if sent by hand delivery, or five (5) days after deposit in the mail if mailed. Any party hereto may change its address for notices and other communications hereunder by notice in writing to the other parties hereto. Each Credit Party agrees that Bank may presume the authenticity, genuineness, accuracy, completeness and due execution of any email communication bearing a facsimile or scanned signature resembling a signature of an authorized Person of such Credit Party without further verification or inquiry by Bank. Notwithstanding the foregoing, Bank in its discretion may elect not to act or rely upon such a communication and shall be entitled (but not obligated) to make inquiries or require further action by a Credit Party to authenticate any such communication. Each party agrees that any electronic signature, whether digital or encrypted, of the parties included in this Agreement or any other Transaction Document is intended to authenticate this writing or such other writing and to have the same force and effect as a manual signature. The term “electronic signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures pursuant to the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309). This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by electronic mail shall be effective as delivery of a manually executed counterpart of this Agreement.
(l) This Agreement and any claims, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York. Applicant hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court for the Southern District of New York sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Transaction Document (except, in the case of any other Transaction Document, if Applicant submits to the exclusive jurisdiction of another court in such other Transaction Document, in which case such other court shall have exclusive jurisdiction in respect of any action or proceeding arising out of or relating to such other Transaction Document), and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
(m) Applicant hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (l) of this Section. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(n) Each party hereto irrevocably consents to service of process with respect to any action arising under this Agreement in the manner provided for notices in paragraph (k) of this Section. Nothing in this Agreement will affect the right of any party hereto to serve process in any other manner permitted by applicable law.
(o) Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this agreement or the transactions contemplated hereby (whether based on contract, tort or any other theory).
(p) Each Application shall be deemed to be a certification by Applicant, both on the date of such Application and at the time the related Letter of Credit is issued, that the representations and warranties contained in this Agreement are true and correct in all material respects at each such time, except to the extent such representations and warranties expressly

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relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date.
(q) This Agreement and the other Transaction Documents constitute the entire contract between the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
(r) All covenants, agreements, representations and warranties made by Applicant herein, in any other Transaction Document, and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Transaction Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the issuance of any Letter of Credit, regardless of any investigation made by Bank, and shall continue in full force and effect as long as any amount due from Applicant to Bank, or any Letter of Credit, is outstanding under this Agreement. The provisions of Sections 5 and 9 above shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the reimbursement of any drawing in respect of a Letter of Credit, or the termination of this Agreement or any provision hereof.
(s) Bank hereby notifies Applicant that, pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), it may be required to obtain, verify and record information that identifies Applicant, which information includes the name and address of Applicant and other information that will allow Bank to identify Applicant in accordance with such Act.
(t) Applicant acknowledges that this Agreement is, and each Letter of Credit will be, obtained for commercial purposes of Applicant. To the extent that Applicant is or may become entitled, in any jurisdiction in which proceedings may be commenced with respect to this Agreement, to claim for itself or its properties or revenues any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, or from any other legal process or remedy relating to any or all of the Obligations, and to the extent that in any such jurisdiction there may be attributed such an immunity (whether or not claimed), Applicant hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction.
(u) The obligation of Applicant to make payments in United States dollars of any of its Obligations hereunder shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment that is expressed in or converted into any currency other than United States dollars, except to the extent such tender or recovery shall result in the actual receipt by Bank of the full amount of United States dollars expressed to be payable in respect of any such Obligations. The obligation of Applicant to make payments in United States dollars as aforesaid shall be enforceable as an alternative or additional cause of action for the purpose of recovery in United States dollars of the amount, if any, by which such actual receipt shall fall short of the full amount of United States dollars expressed to be payable in respect of such Obligations, and shall not be affected by judgment being obtained for any other sums due under this Agreement.
(v) Without limiting any other provision hereof in favor of Bank, (i) Applicant acknowledges and accepts the risk that communications, instructions, claims and documents sent to or from Bank by Electronic Means may be intercepted, monitored, amended, corrupted, contain viruses or be otherwise interfered with by third parties and acknowledges and agrees that Bank is not responsible or liable to Applicant or any other Person for, and Applicant waives any and all claims in respect of, any losses arising from the same; (ii) Applicant agrees that, if Applicant communicates, gives an instruction, makes a claim, or sends a document by Electronic Means, or instructs Bank to permit a beneficiary or any other Person to do the same, Applicant shall indemnify, and hold Bank harmless from and against, any and all losses that Bank may incur (including in respect of any payment made where the relevant instruction or claim was unauthorized); and (iii) Applicant acknowledges and agrees that Bank has no obligation to: (A) verify the identity or authority of any Person communicating, giving an instruction, making a claim, or providing a document by Electronic Means, (B) verify the authenticity of any signature(s) (whether electronic or otherwise) on any communication made, instruction given, claim made, or document provided by Electronic Means, or (C) seek Applicant’s prior approval before acting on any communication made, instruction given, claim made, or document provided by Electronic Means, however Bank may, in its sole and absolute discretion, take steps to ascertain the validity, authenticity and origin of any communication, instruction, claim, or document (including requiring telephone verification of any instructions) and may, where it is unable

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to ascertain the validity, authority, or origin of any communication, instruction, claim, or document, delay or refuse to act upon any communication, instruction, claim or document or suspend or terminate any transaction at any time. Notwithstanding the foregoing, nothing in this Agreement shall be construed to excuse Bank from liability to Applicant to the extent of any direct damages suffered by Applicant that are caused by Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit issued by it comply with the terms thereof.
(w) Bank agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (i) to its branches and its affiliates, directors, officers, employees, agents and advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (ii) to the extent required or requested by any regulatory authority purporting to have jurisdiction over Bank; (iii) to the extent required by applicable laws or by any subpoena or similar legal process; (iv)  in connection with the exercise of any remedies hereunder or under any other Transaction Document or any action or proceeding relating to this Agreement or any other Transaction Document or the enforcement of rights hereunder or thereunder; (v) subject to an agreement containing provisions substantially the same as (or no less restrictive than) those of this Section, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights and obligations under this Agreement; (vi) with the consent of Applicant; or (viii) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Bank on a nonconfidential basis from a source other than Applicant that is not known to be subject to a confidentiality obligation to Applicant.
For purposes of this Section, “Information” means all information received from Applicant or any of its Subsidiaries relating to Applicant or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to Bank on a nonconfidential basis prior to disclosure by Applicant or any of its Subsidiaries; provided that, in the case of information received from Applicant or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
[Signature Page Follows]


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    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

GREENLIGHT REINSURANCE, LTD.    
                                



By: /s/ Faramarz Romer            By: /s/ David Sigmon
Name:    Faramarz Romer                Name: David Sigmon
Title:    Chief Financial Officer                Title:    General Counsel            




HSBC BANK USA, NATIONAL ASSOCIATION



By: /s/ Samir Moorjani
Name: Samir Moorjani
Title: Director, Global Trade Solutions


Continuing Letter of Credit Agreement | March 2023 Version | Page 19
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EXHIBIT A

Form of Application

image.jpg


Exhibit A to Continuing Letter of Agreement
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- 2 -
image1.jpg
    
Exhibit A to Continuing Letter of Agreement
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EXHIBIT B

Pricing Schedule

[Omitted]








Exhibit B to Continuing Letter of Credit Agreement Sanctions, Anti-Money Laundering and Anti-Bribery Provisions
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EXHIBIT C


Sanctions:

1. Applicant represents, warrants, and agrees that:

(a)Neither Applicant nor any of its Subsidiaries, directors, officers, employees, agents, or to Applicant’s knowledge, affiliates is a Person that is, or is owned or controlled by, any Person that is:

(i) the subject of any sanctions issued, administered, or enforced by the US Department of the Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury, or any other sanction issuing or enforcement body that may be applicable to Bank, Applicant, any Letter of Credit or Trade Transaction (collectively, “Sanctions”); or

(ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic) (“Sanctioned Territory”);

(b)Neither any Letter of Credit nor any proceeds thereof have been or will be, directly or indirectly, (i) used or (ii) loaned, contributed or otherwise made available to any Subsidiary, joint venture partner, or other Person, in any case, (A) to fund any activities or business of or with any Person that would violate Sanctions, or in any country or territory, that, at the time of such funding, is, a Sanctioned Territory, or (B) in any other manner that would result in a violation of Sanctions by any Person (including any Person participating in any Letter of Credit, whether as applicant, beneficiary, issuer, confirmer, underwriter, advisor, investor, or otherwise);

(c)Any required import or export licenses applicable to each Trade Transaction have been obtained and, if Applicant is aware that Bank may require an export license or other authorization for the provision of the services hereunder for Applicant, Applicant will notify Bank prior to Bank such services; and

(d)Applicant is compliant in all material respects with foreign and domestic laws and regulations pertaining to each jurisdiction in which it operates and to each Trade Transaction and the subject matter of such Trade Transaction including, if applicable, the shipment and financing of the goods described in such Trade Transaction or the associated documents.

2.Applicant acknowledges and agrees that:

(a)HSBC Group and its service providers are required to act in accordance with the laws and regulations of various jurisdictions, including those which relate to Sanctions, export controls and the prevention of money laundering, terrorist financing, bribery, corruption and tax evasion;

(b)At any time, Bank may require Applicant to immediately provide to Bank information available to Applicant related to any Trade Transaction, including the underlying contract or other documentation;



Exhibit C to Continuing Letter of Credit Agreement
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(c)Bank may take, and may instruct other HSBC Group members to take, to the extent it is legally permitted to do so under the laws of its jurisdiction, any action (a “Compliance Action”) which it considers appropriate to act in accordance with Sanctions or domestic and foreign laws and regulations. Such Compliance Action may include:

(i) the interception and investigation of any payment, communication, or instruction;

(ii)the making of further enquiries as to whether a Person is subject to any Sanctions or export control restrictions; and/or

(iii)the refusal to:

(A)issue, amend, extend, transfer, or assign proceeds of, a Letter of Credit or provide any other service hereunder;

(B)make payment of any demand, request for payment or for acceptance and payment, claim, presentation or drawing made in respect of a Letter of Credit by a beneficiary, Applicant, or any other Person (each, a “Claim”); or

(C)process a service or instruction hereunder that does not conform with Sanctions, export controls, or domestic and foreign laws or regulations; and

(d) neither Bank nor any HSBC Group member will be liable for any loss, damage, delay, or a failure of Bank to perform its duties hereunder:

(i)arising out of or relating to any Compliance Action taken by Bank, its service providers, or any HSBC Group member; and/or

(ii)being prevented from paying any Claim or sending or receiving any message or data or taking any other action in connection herewith because of an applicable law, regulation or ruling of any Governmental Authority.

Without limiting any other provision of this Agreement, Applicant will indemnify Bank for all losses, costs, damages, claims, actions, suits, demands and liabilities (together, the “Losses”) suffered or incurred by or brought against Bank arising out of or relating to any Compliance Action arising out of the Parties’ performance of their obligations under this Agreement, unless such Losses are solely and directly caused by the gross negligence, bad faith or willful misconduct of Bank.

Anti-Money Laundering:

Applicant represents, warrants, and agrees that each of Applicant and its Subsidiaries is and shall remain in compliance, in all material respects, with all applicable anti-money laundering rules and regulations.

Anti-Bribery:


    
Exhibit C to Continuing Letter of Credit Agreement
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Neither Applicant nor, to the knowledge of Applicant, any director, officer, agent, employee, affiliate or other Person acting on behalf of Applicant or any of its Subsidiaries is aware of, has taken, or will take any action, directly or indirectly, that would result in a violation by any such Person of any applicable anti-bribery or anti-corruption law, including the United Kingdom Bribery Act 2010 (the “UK Bribery Act”) and the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”). Furthermore, Applicant and, to the knowledge of Applicant, its affiliates have conducted and will conduct their businesses in compliance with the UK Bribery Act, the FCPA and similar laws, rules or regulations and have instituted and maintain policies and procedures reasonably designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. Neither any Letter of Credit nor any proceeds thereof will be used, directly or indirectly, for any payment that could constitute a violation of any applicable anti-bribery or anti-corruption law.
Applicant acknowledges and agrees, to the fullest extent permitted by applicable law, that:

(a)HSBC Group, and HSBC Group’s service providers are required to act in accordance with the laws and regulations of various jurisdictions, including those which relate to Sanctions and the prevention of money laundering, terrorist financing, bribery, corruption and tax evasion;

(b)Bank may take, and may instruct other members of the HSBC Group to take, to the extent it or such member is legally permitted to do so under the laws of its jurisdiction, Compliance Action that Bank or any other member, in its discretion, considers appropriate to act in accordance with Sanctions or domestic and foreign laws and regulations. Such Compliance Action may include the interception and investigation of any payment, communication or instruction; the making of further enquiries as to whether a Person is subject to any Sanctions; and the refusal to issue, pay, renew, extend, transfer or otherwise amend a Letter of Credit or to process any transaction or instruction that does not conform with Sanctions; and

(c)neither Bank nor any member of HSBC Group will be liable for any loss, damage, delay, or a failure of Bank to perform its duties under this Agreement or any Letter of Credit arising out of or relating to any Compliance Action taken by Bank, its service providers, or any HSBC Group member in its discretion.

USA Patriot Act and Beneficial Ownership Regulation:

Applicant represents and warrants that any information, documentation or certification provided by Applicant to Bank as required by the USA Patriot Act, the Beneficial Ownership Regulation or any other anti-money laundering rules and regulations is true and correct in all respects.

* * *

    
Exhibit C to Continuing Letter of Credit Agreement
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Schedule I

APPLICANT NOTICE INFORMATION


Address for Notices to Applicant:    
    
Greenlight Reinsurance, Ltd.
65 Market St., Suite 1207
Jasmine Court, Camana Bay
P.O. Box 31110, KY1-1205
Grand Cayman, Cayman Islands
Attention: Faramarz Romer; David Sigmon
Email: faramarz@greenlightre.ky; dsigmon@greenlightre.ky
Telephone: +1 239 310 3679; +1 239 310 3691


Process Agent:*


Corporation Service Company
19 West 44th Street, Suite 200
New York, NY 10036

* Foreign incorporated Applicant(s) must include a U.S. registered process agent.


Schedule I to Continuing Letter of Credit Agreement Address for Notices to Bank: HSBC Bank USA, National Association Relationship Manager (RM) Details: Attention: Nicolas Nunziato
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Schedule II

BANK NOTICE INFORMATION


     66 Hudson Boulevard E, New York, New York 10001
    United States

    Email: nicholas.nunziato@us.hsbc.com

With a copy to:
    HSBC Bank USA, National Association
    Global Trade Solutions
    Attention: Legal Department
    66 Hudson Boulevard E, New York, New York 10001
    United States

* * *


RESTRICTED
Schedule II to Continuing Letter of Credit Agreement
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EX-10.43 3 exh1043-citiloc.htm EX-10.43 Document



Amendment and Restatement Agreement

Dated 19 December 2024

Between

Greenlight Reinsurance, Ltd.

and

Citibank Europe plc


















4884-9572-5266, v.8


Contents
1    Definitions and interpretation..................................................................................… 1
2    Amendment and restatement...................................................................................… 2
3    Company Confirmations...........................................................................................… 2
4    Representations and warranties..............................................................................… 2
5    Further action................................................................................................................ 2
6    Costs and expenses..................................................................................................… 3
7     Miscellaneous.............................................................................................................…3
8    Governing law and jurisdiction.....................................................................................3
Execution Pages..................................................................................................................................1
Appendix 1 Amended and Restated Master Agreement............................................................…..5
        Page (i)
4884-9572-5266, v.8


Amendment and Restatement Agreement
This amendment and restatement agreement (this Agreement) is dated 19 December 2024 and is made between:
(1)Greenlight Reinsurance, Ltd., an exempted company incorporated in the Cayman Islands with registered number 137831 and its registered office at Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, Georgetown, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands (the Company); and

(2)Citibank Europe Plc, a company incorporated in Ireland acting through its office at 1 North Wall Quay, Dublin 1, Republic of Ireland (the Bank),
together, the Parties and each a Party.
Recitals
(A)The Parties have entered into an Insurance Letters of Credit – Master Agreement (Form 3/CEP) dated 20 August 2010 (the Master Agreement).
(B)In connection with the Master Agreement, the Parties are proposing to enter into an uncommitted letter of credit facility letter dated on or around the date of this Agreement (the Uncommitted Facility Letter) which, together with the Master Agreement, will set out the terms on which the Bank makes available to the Company an uncommitted letter of credit issuance facility (the Uncommitted Facility).
(C)The Parties have entered into this Agreement to set out the terms on which the Master Agreement shall be amended and restated to, among other things, reflect the agreed commercial terms to apply to the Uncommitted Facility on and from the Effective Date (as defined below).
It is agreed as follows.
1Definitions and interpretation
1.1    Definitions
Unless the context otherwise requires or unless otherwise defined in this Agreement, words and expressions defined in the Master Agreement have the same meanings in this Agreement. In addition, in this Agreement:
(a)Effective Date means the date of this Agreement; and
(b)RDA means the reinsurance deposit agreement made between CEP and the Company dated 20 August 2010.
1.2    Interpretation
1.2.1Unless a contrary indication appears, a reference in this Agreement to:
(a)a Party or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees;
(b)this Agreement, a Facility Document or any other agreement or instrument is a reference to this Agreement, that Facility Document or other agreement or instrument as amended, novated, supplemented, extended or restated;
(c)a person includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);
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(d)a provision of law is a reference to that provision as amended or re-enacted; and
(e)including shall not be interpreted narrowly but shall be interpreted to mean "including (but not limited to)" or "including without prejudice to the foregoing", and "include" and "included" shall be interpreted accordingly.
1.1Clause, schedule and appendix headings are for ease of reference only.
1.2.2Unless the context otherwise requires, references in this Agreement to Clauses, the Schedules and the Appendices are references to clauses of, and the schedule and the appendices to, this Agreement.
1.3Third party rights
The Parties do not intend that any term of this Agreement may be relied on or enforced solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a Party. The Parties may change, replace or terminate this Agreement without the consent of any other person.
2Amendment and restatement
2.1.1With effect on and from the Effective Date the Master Agreement shall be amended and restated in the form set out in Appendix 1 (Amended and Restated Master Agreement) (the Amended and Restated Master Agreement).
3Company Confirmations
3.1Without prejudice to the Bank’s rights that have arisen on or before the Effective Date, the Company confirms that, on and after the Effective Date:
(a)save as expressly amended by this Agreement, the Master Agreement will remain in full force and effect and will be read and construed as one document with this Agreement;
(b)each other Facility Document to which it is a party will remain in full force and effect; and
(c)the RDA will remain in full force and effect and will secure and will continue to secure all liabilities which are expressed to be secured by it, including (on and after the Effective Date) all of its liabilities under the Amended and Restated Master Agreement.
4Representations and warranties
The Company makes the representations and warranties set out in clause 3 (Representations and warranties) of the Master Agreement on the date of this Agreement by reference to the facts and circumstances then existing, and on the basis that any reference in those clauses to “this Agreement”, “this Letter” or “the Facility Documents” (or any equivalent reference) shall be construed so as to include this Agreement and the Amended and Restated Master Agreement.
5Further action
The Company shall, at its own expense, promptly execute any further documents and do all acts and things which may be necessary from time to time in the reasonable opinion of the Bank to establish, maintain and protect the rights of the Bank under and in connection with this Agreement and the other Facility Documents or to protect, preserve and perfect the security intended to be created by or pursuant to the RDA or generally to carry out and procure the carrying out of the intent of this Agreement and the other Facility Documents.
4884-9572-5266, v.8


6Costs and expenses
The Company shall reimburse the Bank for the amount of all reasonable invoiced out-of-pocket costs and expenses (including legal fees) incurred by it in connection with this Agreement.
7Miscellaneous
7.1The provisions of clause 10 (Notices) of the Master Agreement shall apply mutatis mutandis to any communications between the Bank and the Company under or in connection with this Agreement as if set out in full in this Agreement.
7.2No failure to exercise, nor any delay in exercising, on the part of the Bank, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
7.3The terms of this Agreement may not be waived, modified or amended unless such waiver, modification or amendment is in writing and signed by the Bank and the Company. The Company will not assign or transfer any of its rights or obligations (or both) under this Agreement without the Bank’s prior written consent.
7.4The Parties designate each of this Agreement and the Amended and Restated Master Agreement as a Facility Document.
7.5The Parties agree that any provision of the Master Agreement or the Uncommitted Facility Letter that applies to a Facility Document shall apply to this Agreement as if set out in full in this Agreement (save to the extent that such provision would be inconsistent with the terms of this Agreement) and so that references in any such provision to:
(a)“this Agreement”, “the Facility Documents” or a “Facility Document” shall be construed so as to include this Agreement; and
(b)“the Parties” or a “Party” shall be construed as references to the parties or a party (as the case may be) to this Agreement.
8Governing law and jurisdiction
8.1This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.
8.2The courts of England shall have exclusive jurisdiction to determine any dispute arising in connection with this Agreement (and unless provided otherwise, any document entered into in connection with it), including disputes relating to any non-contractual obligations.
8.3The Company designates the address below as its address for service of all claim forms, application notices, judgments, orders or other notices of English legal process relating to this Agreement and any other Facility Document governed by English law.
Corporation Service Company (UK) Limited at 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU
Items served at this address must be marked for the attention of the Company.
The Company must have the same address for service and it must be an address in London, United Kingdom. If the Company wishes to change their address for service, the Company may do so by giving the Bank at least 10 Business Days' written notice of the new address for service.
This Agreement has been entered into on the date stated at the beginning of this Agreement.
4884-9572-5266, v.8


Signature pages

Signature pages to the Amendment and Restatement Agreement


Signed for and on behalf of Greenlight Reinsurance, Ltd by:
/s/ Faramarz Romer
Name: Faramarz Romer
Position: Chief Financial Officer
/s/ David Sigmon
Name: David Sigmon
Position: General Counsel

Amendment and Restatement Agreement - signature page (Greenlight Reinsurance Ltd)
4884-9572-5266, v.8




Signed for and on behalf of Citibank Europe Plc by:

/s/ Michael Ashworth
Name: Michael Ashworth
Position: Senior Vice President    
Amendment and Restatement Agreement - signature page (Citibank Europe Plc)
4884-9572-5266, v.8



Appendix 1
Amended and Restated Master Agreement

Insurance Letters of Credit – Master Agreement
Form 3/CEP


AGREEMENT ORIGINALLY DATED 20 AUGUST 2010 AS AMENDED AND RESTATED PURSUANT TO AN AMENDMENT AND RESTATEMENT AGREEMENT DATED     2024 (THIS “AGREEMENT”)

BETWEEN:


(1)GREENLIGHT REINSURANCE, LTD. an exempted company incorporated in the Cayman Islands with registered number 137831 and its registered office at Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, Georgetown, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands (“the Company”);

AND

(2)CITIBANK EUROPE PLC (“CEP”) whose offices and registered address are at 1
    North Wall Quay, I.F.S.C., Dublin 1, Ireland.

PREAMBLE

Subject to the Company's satisfaction of the terms and conditions contained in this Agreement, CEP agrees to establish letters of credit or similar or equivalent acceptable instruments (each a “Credit” and collectively the “Credits”) on behalf of the Company in favour of beneficiaries located in the United States of America or elsewhere (the “Beneficiary” or “Beneficiaries” as relevant). In furtherance of this Agreement, the parties have separately agreed the contractual or security arrangements that will apply in respect of the Company's obligations under or pursuant to this Agreement. For the avoidance of doubt, in the event of any inconsistency between the terms of this Agreement and the terms of an Uncommitted Facility Letter, the terms of the Uncommitted Facility Letter shall prevail.

1AGREEMENT

It is agreed between us in relation to each Credit that:-

1.1In order to establish a Credit, the Company is required to submit an application form to CEP (the “Application Form”). The Application Form must (a) be in such form as CEP is willing to accept for this purpose; Application Forms may, subject to CEP's agreement, be received via any electronic system(s) or transmission arrangement(s); (b) be completed by or on behalf of the Company in accordance with the terms of the Company's banking mandate(s) or other authorities lodged with CEP or in accordance with arrangement(s) made with CEP from time to time; and (c) indicate therein the name of the Beneficiary and the amount and term of the Credit required. Upon receipt of an Application Form that satisfies the above criteria, CEP shall establish on behalf of the Company an irrevocable clean sight Credit (or such other form of Credit as may be required by the Application Form relating thereto) available, in whole or in part, by the Beneficiary's sight draft (the Company hereby agreeing that CEP may accept as a valid “sight draft” any written or electronic demand or other request for payment under the Credit, even if such demand or other request is not in the form of a negotiable instrument) on CEP or otherwise as may be required by the terms of the Credit; provided, however, that:

(i) the opening of any Credit hereunder shall, in every instance, be at CEP's option and nothing herein shall be construed as obliging CEP to open any Credit; (ii) prior to the establishment of any Credit or in order to maintain a Credit the Company undertakes as follows:

4895-8790-0881, v.10



(a)    forthwith at CEP's request to deposit, at an Approved Bank, in an account or accounts in the Company's name, cash or securities or a combination of cash and securities as per the Reinsurance Deposit Agreement or as otherwise agreed between the parties, of such amount and in such combination as CEP may require (a “Deposit”). “Approved Bank” for the purposes of this Clause 1.1(ii)(a) shall mean one or more of the following: - (i) Citibank, N.A. at their branch at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB; (ii) a bank approved by CEP; or, (iii) such other Citigroup branch or approved bank as CEP may designate and notify to the Company; and

(b) should a Deposit have been requested, to execute CEP's standard form charge documentation in relation to the accounts opened pursuant to Clause 1.1(ii)(a) above.

1.2     Without prejudice to the generality of Clause 1.1(i), the opening of any Credit hereunder shall be dependent upon CEP being satisfied, in its absolute discretion, that a Deposit has been carried out and that the documentation required to be executed under Clause 1.1(ii)(b) has been validly executed by the Company.

1.3     The Company undertakes to reimburse CEP, promptly following demand (and in any event within five (5) Business Days), the amount of any and all drawings (including, for the avoidance of doubt, drawings presented electronically) under each Credit.
1.4     The Company undertakes to indemnify CEP, promptly following demand, for and against all actions, proceedings, losses, damages, charges, costs, expenses, claims and demands which CEP may incur, pay or sustain in connection with each Credit and/or this Agreement, howsoever arising (unless resulting from CEP's own gross negligence or wilful misconduct).
1.5    The Company undertakes to pay CEP, on demand, such fees and/or commissions of such amount(s) and/or at such rate(s) as have been agreed in a Fee Letter between CEP and the Company as payable in connection with each Credit.
1.6     The Company hereby irrevocably authorises CEP to make any payments and comply with any demands which may be claimed from or made upon CEP in connection with any Credit without any reference to, or further authority from, the Company against presentation of a draft or other document that in CEP's good faith judgment appeared to comply with the terms and conditions of the applicable Credit. The Company hereby agrees that it shall not be incumbent upon CEP to enquire or take notice of whether or not any such payments or demands claimed from or made upon CEP in connection with each Credit are properly made or whether any dispute exists between the Company and the Beneficiary thereof. The Company further agrees that any payment CEP makes in accordance with the terms and conditions of each Credit shall be binding upon the Company and shall be accepted by the Company as conclusive evidence that CEP was liable to make such payment or comply with such demand.
1.7     References to CEP may include its branches, subsidiaries and/or affiliates including its successors and assigns under this Facility.

2DEFINITIONS

"Bank Group Member" means CEP and any of its affiliates from time to time.
"Code" means the US Internal Revenue Code of 1986.
“Correspondent” means, in relation to a Credit, a third party correspondent referred to in Clause 8.2 which has issued or, as the context requires, it is proposed will issue that Credit at the request of CEP.
“Default Interest Rate” means, at any time, a daily fluctuating interest rate per annum equal to two point five percent per annum above:
(a)in respect of an overdue amount expressed to be payable in US$, the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate); or
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(b)in respect of an overdue amount expressed to be payable in a currency other than US$, a base rate in that currency as selected by the Bank,
provided that if at any time any such base rate is less than 0%, then it shall be deemed to be 0%.
“Facility” means the Credit issuance facility made available by CEP to the Company pursuant to the terms of the Facility Agreement.
“Facility Agreement” means the agreement comprising an Uncommitted Facility Letter and this Agreement.
“Facility Document” means (a) each Uncommitted Facility Letter, (b) this Agreement, (c) each RDA, (d) each Fee Letter; and (e) any other document designated as such from time to time by CEP and the Company.
"FATCA" means (a) sections 1471 to 1474 of the Code or any associated regulations or other official guidance (b) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above or (c) any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.
“FATCA Deduction” means a deduction or withholding from a payment under a Facility Document required by FATCA.

“Fee Letter” means each of (a) the uncommitted facility fee letter dated 19 December 2024 made between CEP and the Company; and (b) any other fee letter made between CEP and the Company and relating to the Uncommitted Facility Letter.

"Increased Cost" means:

(a)a reduction in the rate of return from the Facility or on the overall capital of CEP or any of its affiliates;
(b)an additional or increased cost; or
(c)a reduction of any amount due and payable under the Facility,
which is incurred or suffered by CEP or any of its affiliates to the extent that it is attributable to CEP funding or performing its obligations under the Facility.
“RDA” means each of (a) the reinsurance deposit agreement made between the Company and CEP dated 20 August 2010; and (b) any other reinsurance deposit agreement made between the Company and CEP in connection with any Uncommitted Facility Letter or this Agreement.

“Spot Rate” means the spot rate of exchange, as CEP may reasonably determine, for the purchase of the relevant currency with another currency in the London foreign exchange market at or about 11am on a particular day.

"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).
"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Facility Document other than a FATCA Deduction.
“Uncommitted Facility Letter” means (a) the uncommitted facility letter dated 19 December 2024 and made between the parties, and (b) any other document designated as being an Uncommitted Facility Letter by CEP and the Company.
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3REPRESENTATIONS AND WARRANTIES

3.1The Company represents and warrants to CEP and undertakes that on the date of this Agreement:

(a)     it has and will at all times have the necessary power to enable it to enter into and perform the obligations expressed to be assumed by it under this Agreement;

(b)     the Agreement constitutes its legal, valid, binding and enforceable obligation effective in accordance with its terms, subject to (x) the effect of any applicable bankruptcy, insolvency, reorganisation, moratorium or similar law affecting creditors' rights generally and (y) the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and

(c)     all necessary authorisations to enable or entitle it to enter into this Agreement have been obtained and are in full force and effect and will remain in such force and effect at all times during the subsistence of this Agreement;

3.2The Company represents and warrants to CEP that on the date of this Agreement:
(i)     it is not unable to pay its debts as they fall due;
(ii)    it has not been deemed or declared to be unable to pay its debts under any applicable law;
(iii)     it has not suspended making payments on any of its debts;
(iv)     it has not, by reason of actual or anticipated financial difficulties, commenced negotiations with any of its creditors with a view to rescheduling any of its indebtedness;
(v)     the value of its assets is not less than its liabilities (taking into account contingent and prospective liabilities):
(vi)     no moratorium has been declared in respect of any of its indebtedness; and
(vii)     no analogous or similar event or concept to those set out in this Clause 3.2 has occurred or is the case under the laws of any jurisdiction.

4EXTENSION/TERMINATION

4.1
(a)     Any Credit established hereunder may, if requested by the Company on the relevant Application Form and subject to CEP's consent, bear a clause to the effect that it will automatically be extended for successive periods of one year (or such other period as may be stated in the relevant Application Form) UNLESS the Beneficiary has received from the bank or institution issuing the Credit (the “Issuing Bank”) by registered mail (or other appropriate receipted delivery) notification of intention not to renew such Credit at least 60 days (or such longer period as may be stated in the relevant Application Form) prior to the end of the original term or, as the case may be, of a period of extension (the “Notice Period”).
(b)     The Issuing Bank shall be under no obligation to the Company to send the Beneficiary such notification (and without such notification to the Beneficiary the Credit will be automatically extended as provided above) UNLESS the Company shall have sent notification to CEP by registered mail (or other means acceptable to CEP) of its election not to renew such Credit at least 60 days prior to the commencement of the Notice Period.
(c)     CEP reserves the right, at its sole option and discretion, to give or procure the giving at any time to the Beneficiary of notification of intention not to renew any Credit. If CEP exercises such said right, it will give the Company notice in writing thereof as soon as is reasonably possible.



3




5UCP/ISP

CEP may, at its sole option, arrange for the issuance of any Credit as being subject to either (i) the ICC Uniform Customs and Practice for Documentary Credits 2007 Revision (ICC Publication number 600) as may be amended, reissued or replaced from time to time (“the UCP”) or (ii) the ICC International Standby Practices in force as at 1 January 1998 (ICC publication number 590) as may be amended, reissued or replaced from time to time (the “ISP”), (or any subsequent version of either); provided however that CEP may agree such modifications thereof as may be required by any regulatory or other authority having jurisdiction as to the acceptability of the Credit in question.

6PREVIOUS AGREEMENTS

6.1Unless otherwise agreed between the parties in writing, the previous agreement(s) (if any) entered into between them (other than those at any time governed by a “Master Agreement —London Market Letter of Credit Scheme” or substantially equivalent agreement) governing Credits established by CEP on the Company's behalf in favour of Beneficiaries shall, on due execution by the parties of this Agreement, cease to apply to all such Credits, which Credits shall henceforth be governed by this Agreement.

6.2For the avoidance of doubt any letter or letters of credit or similar or equivalent instrument or instruments (the “Existing Credit(s)”) which has or have been established or opened pursuant to the terms of any previous agreement(s) entered into between the Company and Citibank, N.A. governing the Existing Credits (including any security arrangements that apply in respect of any obligation under or pursuant to such previous agreement(s)) (the “Existing Agreement(s)”) shall continue in force until cancelled. The Existing Agreement(s) shall continue to apply to the Existing Credit(s) until all the Existing Credit(s) have been cancelled. The Company undertakes, on CEP's request, to take all reasonable steps to procure that any cancelled Existing Credit(s) are destroyed or returned to Citibank N.A.

7CREDIT CHOICE OF LAW

If, at the Company's request, a Credit expressly chooses a state or country law other than New York, U.S.A. or English law, or is silent with respect to the UCP, the ISP or a governing law, CEP shall not be liable for any payment, cost, expense or loss resulting from any action or inaction it takes provided such action or inaction is justified under UCP, ISP, New York law, English law or the law governing the Credit.

8BRANCHES/CORRESPONDENT BANKS

8.1The Company acknowledges that CEP may carry out any of its obligations or exercise any of its rights under this Agreement through any of its offices or branches, wheresoever situated.

8.2The Company further understands that CEP reserves the right to issue any Credit through any third-party correspondent bank of its choice (provided that such correspondent bank is approved by the National Association of Insurance Commissioners) and/or to have any Credit confirmed by Citibank, N.A. In such circumstances, CEP will be required to guarantee reimbursement to such correspondent and/or Citibank, N.A. of any payments which such correspondent and/or Citibank, N.A. may make under the Credit in question and such guarantee (howsoever described) shall be treated mutatis mutandis as a Credit for the purpose of this Agreement.

9INCREASES ETC/REINSTATEMENTS

The provisions of the foregoing Clauses shall be equally applicable to any increase, extension, renewal, partial renewal, modification or amendment of, or substitute instrument for, any Credit to which they apply. If for any reason any amount paid under any Credit is repaid, in whole or in part, by the Beneficiary thereof, CEP may, in its sole discretion, treat (or procure the treatment of) such repayment as a reinstatement of an amount (equal to such repayment) under such Credit. The value date CEP applies to any such reinstatement shall not be earlier than the date of such repayment and CEP shall not be liable for losses of any nature which the Company may suffer or incur and/or which may arise from any inadvertent or erroneous drawing.
4





10NOTICES

10.1Any demand, request, notice or other communication to be made in connection with any Facility Document must be made in the English language unless otherwise stated and to the address or number and for whose attention as shall have been notified in advance by the parties to each other for that purpose. Any notice shall only be effective if made in writing by either fax, hardcopy letter or an agreed form of electronic communication including SWIFT or CitiDirect (as applicable).

10.2The contact details, as at the date of this Agreement are:

For the Company: Greenlight Reinsurance, Ltd
FAO: Chief Financial Officer
Address: 65 Market St,Camana Bay, P.O. Box 31110, KY1-1205, Grand Cayman, Cayman Islands
Email: faramarz@greenlightre.ky
Telephone: +1 239 310 3679 / +1 345 525 2058

For the Bank: Citibank Europe Plc
FAO: Insurance Letter of Credit Department
Address: 1 North Wall Quay, Dublin 1, Republic of Ireland
Email: iloccsu@citi.com
Telephone: +353 1 622 5570
Fax: +353 1 247 6389

or to such other contact details as either party shall provide from time to time with at least five Business Days' prior notice.

10.3CEP shall be entitled to rely upon without further enquiry, any communication which CEP believes in good faith to be given or made by the Company, irrespective of any error or fraud contained in the communication or the identity of the individual who sent the communication, and the Company shall indemnify and hold CEP harmless from and against all actions, proceedings, costs, claims, demands, expenses or losses of any nature (direct or indirect) which CEP may suffer, incur or sustain as a consequence of accepting and/or acting upon any such communication.

10.4In this Clause 10, “Business Day” shall be construed as a reference to a day (other than a Saturday or a Sunday) on which banks are generally open in London and the Cayman Islands.

11INTEREST

11.1If the Company fails to reimburse CEP pursuant to Clause 1.3, the Company shall pay interest on the unreimbursed amount at the Default Interest Rate from the due date until the date of reimbursement by the Company.

11.2Interest due from the Company shall:

(A)be calculated and accrue from day to day;

(B)be calculated on the basis of the actual number of days elapsed and a 360 day year (or such other day count convention as is market practice for the relevant currency); and

(C)be payable both before and after judgment.

12ASSIGNMENT/NOVATION
5



12.1CEP has a full and unfettered right (a) to assign or otherwise dispose of the whole or any part of its rights and/or benefits under this Agreement or (b) (subject to Clauses 12.2 to 12.5) to novate its rights and obligations under this Agreement, in each case to a Permitted Transferee. The words "CEP" and "CEP’s" wherever used in Clauses 12.2 to 12.5 shall be deemed to include CEP’s permitted assignees and novatees and other successors, whether immediate or derivative, who shall be entitled to enforce and proceed upon this Agreement in the same manner as if named herein. CEP shall be entitled to impart any information concerning the Company to any such permitted assignee, novatee or other successor or any participant or proposed permitted assignee, novatee, successor or participant. In connection with any such assignment or novation, CEP may disclose to the assignee or transferee or proposed assignee or proposed transferee any information relating to the Company furnished to CEP by or on behalf of the Company, provided that, prior to any such disclosure, the assignee or transferee or proposed assignee or proposed transferee shall agree to be subject to the same confidentiality obligations applicable to CEP with respect to any confidential information related to the Company and shall enter into a confidentiality agreement to such effect with CEP under which the Company is designated a third party beneficiary with the right to enforce the terms of such confidentiality agreement.

12.2The person who is for the time being liable to perform CEP's obligations under this Agreement (a “Transferring Bank”) shall be entitled to novate at any time, upon service of a notice on the Company in the form attached as Schedule 1 to this Agreement (a “Novation Notice”), any or all of its rights and obligations under, and the benefit of, this Agreement to any Permitted Transferee. With effect from the date on which a Novation Notice is executed by the Transferring Bank and the Permitted Transferee and served on the Company (the “Novation Date”), the provisions of Clause 12.3 shall have effect (but not otherwise).

12.3With effect from (and subject to the occurrence of) the Novation Date:

(a)     the Permitted Transferee shall be bound by the terms of this Agreement (as novated) in every way as if the Permitted Transferee was and had been a party hereto in place of the Transferring Bank and the Permitted Transferee shall undertake and perform and discharge all of CEP's obligations and liabilities under this Agreement (as novated) whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date;

(b)     the Company shall release and discharge the Transferring Bank from further performance of its obligations arising in favour of the Company on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof against the Transferring Bank, and the Company shall accept the liability of the Permitted Transferee in respect of such obligations in place of the liability of the Transferring Bank;

(c)     the Transferring Bank shall release and discharge the Company from further performance of its obligations arising in favour of the Transferring Bank on and after the Novation Date under this Agreement and all claims and demands whatsoever in respect thereof by the Transferring Bank; and

(d)     the Company shall be bound by the terms of this Agreement (as novated) in every way, and it shall undertake and perform and discharge in favour of the Permitted Transferee each of its obligations whether the same fell or fall to be performed or arose or arise on, before or after the Novation Date and expressed to be owed to CEP.

12.4Without prejudice to the automatic novation of the Transferring Bank's rights and obligations pursuant to Clause 12.3, the Company undertakes to sign and return promptly each acknowledgement of the Novation Notice from time to time delivered to it promptly following receipt of the same from the Transferring Bank.

12.5For the purposes of this Clause 12 a “Permitted Transferee” shall mean:

(a)     any holding company, subsidiary or affiliate of Citigroup Inc.; or
(b)     subject to the Company's consent (such consent not to be unreasonably withheld or delayed),any other third party.
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13SET-OFF

13.1At any time that the Company is in default under any Facility Document, or as otherwise permitted by applicable law, CEP may set off any indebtedness or obligation (whether matured, unmatured, actual, contingent, conditional or otherwise) due from the Company to CEP arising under, or in relation to, any agreement, transaction or matter (including under any Facility Document) against any indebtedness or obligation (whether matured, unmatured, actual, contingent, conditional or otherwise) owed by CEP to the Company arising under, or in relation to, any agreement, transaction or matter (including an obligation under any Facility Document), regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, CEP may convert either obligation at the Spot Rate. CEP agrees to notify the Company promptly after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such set-off and application.

13.2The Company irrevocably and unconditionally authorises Citibank, N.A. (including any of its branches) upon being instructed to do so at any time by CEP to debit any account held in the Company's name with Citibank, N.A. for an amount equal to any indebtedness or obligation of the Company referred to in Clause 13.1 and following receipt of such an instruction from CEP Citibank, N.A. shall promptly debit that account for that amount and pay such amount to CEP (without any reference to or further authority from the Company and without any enquiry as to the justification for the instruction or the validity of the same), and CEP shall apply such monies towards payment of any indebtedness or obligation of the Company referred to in Clause 13.1. Citibank, N.A. (including any of its branches) is authorised to disclose any information in relation to any such account to CEP at CEP’s request.

14DEDUCTIONS

14.1All payments to be made by the Company under any Facility Document shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

14.2If CEP needs notionally to convert a sum denominated in one currency into another currency, it shall do so using the Spot Rate.

15TAX: INCREASED COSTS

15.1Tax gross-up

(a)     The Company shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)     The Company shall promptly upon becoming aware it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify CEP accordingly.

(c)     If a Tax Deduction is required by law to be made by the Company, the amount of the payment due from the Company shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)     If the Company is required to make a Tax Deduction, the Company shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(e)     Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Company shall deliver to CEP evidence reasonably satisfactory to CEP that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

15.2Tax indemnity
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(a)     The Company shall (within three Business Days of demand by CEP) pay to CEP an amount equal to any loss, liability or cost which CEP reasonably determines will be or has been (directly or indirectly) suffered for or on account of Tax by CEP in respect of a Facility Document.

(b) Paragraph (a) above shall not apply:

(i)     with respect to any Tax assessed on CEP:
(1)     under the law of the jurisdiction in which CEP is incorporated or, if different, the jurisdiction (or jurisdictions) in which CEP is treated as resident for tax purposes; or
(2)    under the law of the jurisdiction in which CEP’s facility office or other permanent establishment is located in respect of amounts received or receivable in that jurisdiction,
if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by CEP; or
(ii)     to the extent a loss, liability or cost is compensated for by an increased payment under Clause 15.1 or a payment under Clause 15.3 (Stamp taxes) or Clause 15.4( VAT) or which would have been compensated for by a payment under those clauses but for an exclusion therein.
15.3Stamp taxes: The Company shall (within three Business Days of demand by CEP) pay to CEP an amount equal to any cost, loss or liability CEP incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Facility Document other than any such taxes that are payable in respect of an assignment, transfer, novation or other disposal by CEP of its rights and obligations under a Facility Document. .
15.4VAT: All amounts expressed to be payable by the Company under any Facility Document shall be deemed to be exclusive of any value added tax, goods and services tax or similar tax ("VAT"), and if any such VAT is or becomes chargeable on any supply made by to the Company under any Facility Document and CEP is liable to account for the VAT to a relevant tax authority, the Company shall pay to CEP (in addition to and at the same time as paying the consideration for such supply) an amount equal to the amount of such VAT (and CEP must promptly provide an appropriate VAT invoice to the Company).
15.5Increased costs: Subject to Clause 15.6 the Company shall, within three Business Days of a demand by CEP, pay CEP the amount of any Increased Costs incurred by CEP or any of its affiliates as a result of:
(a)     the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or
(b)     compliance with any law or regulation,
made after the date of this Agreement.
15.6Exceptions: Clause 15.5 does not apply to the extent any Increased Cost is (a) attributable to a Tax Deduction required by law to be made by the Company, (b) a FATCA Deduction or (c) compensated for by a payment under Clauses 15.2, 15.3 or 15.4 (or would have been compensated for by a payment under those clauses but was not so compensated solely because any of the exclusions in them applied).
15.7FATCA Deduction:
(a) Each Party may make any FATCA Deduction it is required by FATCA to make, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. A Party which becomes aware that it must make a FATCA Deduction in respect of a payment to another party (or that there is any change in the rate or the basis of such FATCA Deduction) shall promptly notify that party and CEP.
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16CURRENCY INDEMNITY

16.1If any sum due from the Company under the Facility Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:

(a)     making or filing a claim or proof against the Company; or

(b)     obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Company shall as an independent obligation, within three Business Days of demand, indemnify CEP against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between the rate of exchange used to convert that Sum from the First Currency into the Second Currency and the rate or rates of exchange available to that person at the time of its receipt of that Sum.

16.2The Company waives any right it may have in any jurisdiction to pay any amount under the Facility Documents in a currency or currency unit other than that in which it is expressed to be payable.

17DATA PROTECTION

17.1Compliance with law: Each party will comply with applicable data protection and privacy laws in processing personal data in connection with its activities under this Agreement. Each party acknowledges and agrees that each act as a separate and independent data controller in respect of its processing of personal data under this Agreement and that each party is responsible for its own compliance with its obligations as an independent data controller under applicable data protection and privacy laws.

17.2Mutual cooperation: Each party will promptly notify, and reasonably cooperate with and provide information to, the other party in respect of any data subject requests, communications from supervisory authorities, or notifiable personal data breaches relating to the processing of personal data under this Agreement, in each case to the extent reasonably necessary to enable the other party to meet its obligations to data subjects and/or supervisory authorities.

17.3Definitions: The terms ‘personal data’, ‘personal data breach’, ‘processing’, ‘data subject’ and ‘supervisory authority’ shall have the respective meanings set forth in the General Data Protection Regulation (EU) 2016/679, as amended or superseded from time-to-time.

18RECOGNITION OF BAIL-IN

18.1Notwithstanding any other terms of this Agreement, any other Facility Document or any other agreement, arrangement or understanding between the parties, each counterparty (including the Company) to a BRRD Party acknowledges and accepts that any liability of a BRRD Party to it under or in connection with this Agreement or another Facility Document may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of (i) any Bail-In Action in relation to any such liability, including (without limitation) (A) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability, (B) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it and (C) a cancellation of any such liability and (ii) a variation of any terms of this Agreement and/or any other Facility Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

9


18.2For the purposes of this Clause 18: (i) "Bail-In Action" means the exercise of any Write-down and Conversion Powers. (ii) "Bail-In Legislation" means, in relation to Ireland, the European Union (Bank Recovery and Resolution) Regulations 2015 (S.I. No. 289/2015). (iii) "BRRD" means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms. (iv) "BRRD Party" means an institution or entity referred to in point (b), (c) or (d) of Article 1(1) BRRD, including Citibank Europe plc. (v) "EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway. (vi) "Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers. (vii) "Write-down and Conversion Powers" means, in relation to Ireland, any write-down, conversion, transfer, modification or suspension power existing from time to time under, and exercised in compliance with, any law or regulation in effect in Ireland, relating to the transposition of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, including but not limited to the Bail-In Legislation and Regulation (EU) No 806/2014 and the instruments, rules and standards created thereunder, pursuant to which (A) any obligation of a bank or investment firm or affiliate of a bank or investment firm can be reduced, cancelled, modified or converted into shares, other securities or other obligations of such entity or any other person (or suspended for a temporary period) and (B) any right in a contract governing an obligation of a bank or investment firm or affiliate of a bank or investment firm may be deemed to have been exercised.

19MISCELLANEOUS PROVISIONS

19.1Subject to this Clause and to Clause 13.2 a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce any terms of this Agreement.

19.2Citibank, N.A. may enforce the terms of Clause 13.2 subject to, and in accordance with, this Clause 13.2 and Clause 21 and the provisions of the Third Parties Act.

19.3The parties to this Agreement do not require the consent of Citibank, N.A. to rescind or vary this Agreement at any time.

19.4If Citibank, N.A. brings proceedings to enforce the terms of Clause 13.2, the Company shall only have available to it by way of defence, set-off or counterclaim a matter that would have been available by way of defence, set-off or counterclaim if Citibank, N.A. had been party to this Agreement.

19.5Citibank, N.A. may not take proceedings to enforce Clause 13.2 unless and until it gives notice in writing to the Company in any manner as is permitted by Clause 10, agreeing irrevocably to the provisions of Clause 21.

20CONFIDENTIALITY OF COMPANY INFORMATION

CEP agrees to take and to cause its affiliates to take normal and reasonable precautions and exercise due care to maintain the confidentiality of all information provided by the Company or any of its affiliates under this Agreement or any other agreement or document relating to the Credit (“Information”), and neither it nor any of its affiliates shall use any Information other than in connection with or in enforcement of this Agreement and the other agreements and documents relating to the Credit except to the extent the Information was or becomes generally available to the public other than as a result of a disclosure by CEP or its affiliates, provided that such source is not bound by a confidentiality agreement with Company known to CEP; provided, however that CEP may disclose Information (i) at the request or pursuant to any requirement of any governmental authority to which CEP is subject, and will use all reasonable endeavours in each case to give prior notice to the Company unless prohibited by law or the rules governing the process requiring such disclosure; (ii) pursuant to subpoena or other court process, and will use all reasonable endeavours to give prior notice to the Company unless prohibited by law or the rules governing the process requiring such disclosure; (iii) when required to do so in accordance with the provisions of any applicable requirement of law, and will use all reasonable endeavours to give prior notice to the Company unless prohibited by law or the rules governing the process requiring such disclosure; (iv) to the extent reasonably required in connection with the exercise of any remedy hereunder or any other agreement or document relating to the Credit; and (v) to CEP's independent auditors and other professional advisors who agree or are directed to maintain the confidentiality of the Information.
10




21GOVERNING LAW/JURISDICTION

21.1The Facility Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law. Unless otherwise indicated in any Facility Document, that Facility Document and non-contractual obligations arising out of or in connection with it shall be governed by English law.

21.2The courts of England shall have exclusive jurisdiction to determine any dispute arising in connection with any Facility Document (and unless provided otherwise, any document entered into in connection with it), including disputes relating to any non-contractual obligations.

21.3The Company designates the address below as its address for service of all claim forms, application notices, judgments, orders or other notices of English legal process relating to this Agreement and any other Facility Document governed by English law.

Corporation Service Company (UK) Limited at 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU

Items served at this address must be marked for the attention of the Company.

The Company must have the same address for service and it must be an address in London, United Kingdom. If the Company wishes to change their address for service, the Company may do so by giving the Bank at least 10 Business Days' written notice of the new address for service.

11


[Signature blocks intentionally omitted]

12


SCHEDULE 1
Form of Novation Notice for Clause 12
To:    [    ]
Date:
Dear Sirs
Insurance Letters of Credit — Master Agreement (Form 3/CEP) originally dated 20 August 2010 and as amended and restated pursuant to an amendment and restatement agreement dated [***] and made between Citibank Europe plc and [ ] (the “Agreement”).

We refer to Clause 12 of the Agreement. We hereby notify you that we wish to exercise our option to novate under Clause 12 thereof so that with effect from today's date the rights, liabilities and obligations of [name of Transferring Bank] shall be novated to [name of Permitted Transferee] in the manner set out in Clause 12 thereof.
The relevant address for the purposes of Clauses 4.1 and 10 is as follows:
[insert new address]
Yours faithfully
_______________________
for and on behalf of
[TRANSFERRING BANK]
_______________________
for and on behalf of
[PERMITTED TRANSFEREE]
[NAME OF COUNTERPARTY]:

(1)acknowledges receipt of the Novation Notice; and

(2)agrees that with effect from the date of the Novation Notice the rights, liabilities and obligations of [        ] are novated to [        ] in the manner set out in Clause 12 of the Agreement.



_______________________
for and on behalf of
[NAME OF COUNTERPARTY]
13
EX-10.44 4 exh1044citifeeletter.htm EX-10.44 Document
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FEE LETTER FOR ISSUANCE OF CREDITS (the “Fee Letter”)
FROM:    Citibank Europe Plc, a company incorporated in Ireland (with company registration number 132781) whose registered office is at 1 North Wall Quay, Dublin 1, Republic of Ireland (the “Bank").
TO:    GREENLIGHT REINSURANCE, LTD., an exempted company incorporated in the Cayman Islands with registered number 137831 and its registered office at Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, Georgetown, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands (the "Company").
DATE:        19 December 2024
Dear Sirs
1.Facility Agreement: We refer to the Facility Agreement constituted by (a) the insurance letters of credit master agreement for issuance of Credits Form 3/CEP dated 20 August 2010 between the Company and the Bank, as amended and restated pursuant to an amendment and restatement agreement dated on or about the date of this Fee Letter (the “Master Agreement”); and (b) the uncommitted facility letter addressed by the Bank to the Company dated on or about the date of this Fee Letter (the "Facility Letter"). Unless otherwise indicated, capitalised words used in this Fee Letter shall have the same meanings given to them in the Master Agreement and the Facility Letter.
2.This Fee Letter constitutes the entire agreement between the parties in respect of its subject matter, and supersedes all previous agreements, understandings and agreements between them, whether in writing or oral, including the fee letter dated 20 August 2010 addressed by the Bank to the Company, as amended or otherwise modified prior to the date hereof.
3.The Bank and the Company agree that this Fee Letter is a Facility Document for the purposes of the Facility Agreement.
4.Fee letter: This Fee Letter sets out the fees that the Company shall pay the Bank in consideration for the Bank providing the Facility and issuing Credits pursuant to the Facility Agreement.
5.Quarter Dates: In this letter, "Quarter Dates" shall mean each of the following dates in any calendar year: 31 March, 30 June, 30 September and 31 December, save that if such date is not a Business Day, then the relevant Quarter Date shall be the preceding Business Day.
6.Utilisation fee
6.1In relation to each Credit, the Company shall pay to the Bank a continuing fee as follows: (a) 20 bps per annum; (b) payable in the Base Currency; (c) calculated on that Credit’s Outstanding Value on a daily basis (and where it is not denominated in the Base Currency, calculated on the Base Currency Equivalent (as at the Quarter Date at the end of the relevant quarter) of its maximum face value (whether drawn or not)); (d) for the period starting on its Issue Date and ending on its expiry date or such later date when the Bank shall have no further obligations under it; (e) payable quarterly in arrear calculated up to and including each Quarter Date; (f) calculated and accruing on a daily basis; (g) as determined by the Bank and notified to the Company on or after the applicable Quarter Date; and (h) payable no later than close of business on the seventh Business Day after the Bank so notifies the Company.
6.2Such notional allocation shall be carried out by the Bank on the Quarter Day falling at the end of the relevant quarter and with any notional currency conversions into the Base Currency also calculated on the same day, and the Bank shall minimise the fees payable by the Company by allocating any Credit (or part thereof) against any unallocated collateral of a type with the lowest fees first.
6.3For the purposes of this paragraph 6:
(a)“Issue Date” means, in relation to a Credit, the date on which that Credit was issued; and
(b)“Outstanding Value” means, at any time in relation to any Credit, the maximum actual and contingent liability of the Bank at that time under or in relation to that Credit, as determined by the Bank.

4856-6313-8516, v.9

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7.Changes: At any time, upon giving the other party 12 months’ notice, the Bank may change any of the provisions of paragraph 6 above (including to avoid doubt increase the size of any fee) and/or any of the provisions of the Master Agreement to the extent they apply to any fee payable under this Fee Letter. To avoid doubt, any such changes shall apply to existing as well as future Credits.
8.Remittances: Without prejudice to clause 13.2 of the Master Agreement, each fee shall be paid into such account of the Bank as it may notify the Company from time to time.
9.No refunds: No fee paid pursuant to this Fee Letter shall be refundable by the Bank in any circumstances.
10.Deductions: All fees payable pursuant to this Fee Letter shall be paid in full without any restriction or condition, free and clear of any deduction or withholding for or on account of any tax and without deduction or withholding on account of any other amount, whether by way of set-off, counterclaim or otherwise.
11.Taxes: All fees payable pursuant to this Fee Letter are exclusive of any value added tax or similar tax which may be levied or payable on or in relation to any such fee in any jurisdiction and the Company shall pay such a sum equal to any such value added tax or similar tax to the Bank in addition to any such fee.
12.Confidentiality: The Company agrees to keep the contents of this Fee Letter (including the amount of any fees referred to in this Fee Letter) confidential and agrees not to disclose such contents to any person, except that the foregoing shall not prevent the Company from making any disclosure (a) required by applicable law or competent court, (b) to any member of the Group (comprising the Company and its Subsidiaries), (c) to its auditors, and (d) to its legal advisers, accountants or other professional advisers.
For the purposes of this paragraph 12, “Subsidiaries” means a subsidiary within the meaning of section 1159 of the Companies Act 2006, and for this purpose if any shares are held by way of security, the person providing that security shall be treated as the member of the relevant company unless and until that security is realised, notwithstanding that the beneficiary of that security (or a nominee of that beneficiary) may be registered as a member of the relevant company.

13.Counterparts: This Fee Letter may be executed in counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same agreement.
14.Third Party Rights: Unless expressly provided to the contrary in this Fee Letter, a person who is not a party to this Fee Letter has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Fee Letter.
15.Data protection.
15.1Compliance with law. Each party will comply with applicable data protection and privacy laws in processing personal data in connection with its activities under this Fee Letter. Each party acknowledges and agrees that each act as a separate and independent data controller in respect of its processing of personal data under this Fee Letter and that each party is responsible for its own compliance with its obligations as an independent data controller under applicable data protection and privacy laws.
15.2Mutual cooperation. Each party will promptly notify, and reasonably cooperate with and provide information to, the other party in respect of any data subject requests, communications from supervisory authorities, or notifiable personal data breaches relating to the processing of personal data under this Fee Letter, in each case to the extent reasonably necessary to enable the other party to meet its obligations to data subjects and/or supervisory authorities.
Definitions. The terms ‘personal data’, ‘personal data breaches’, ‘processing’, ‘data subject’ and ‘supervisory authority’ shall have the respective meanings set forth in the General Data Protection Regulation (EU) 2016/679, as amended or superseded from time-to-time.
16.Recognition of bail-in.

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16.1Notwithstanding any other terms of this Fee Letter or any other agreement, arrangement or understanding between the parties, each counterparty (including the Company) to a BRRD Party acknowledges and accepts that any liability of a BRRD Party to it under or in connection with this Fee Letter may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of (i) any Bail-In Action in relation to any such liability, including (without limitation) (A) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability, (B) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it and (C) a cancellation of any such liability and (ii) a variation of any terms of this Fee Letter to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
16.2For the purposes of this paragraph 16 (Recognition of Bail-In): (i) "Bail-In Action" means the exercise of any Write-down and Conversion Powers. (ii) "Bail-In Legislation" means, in relation to Ireland, the European Union (Bank Recovery and Resolution) Regulations 2015 (S.I. No. 289/2015). (iii) "BRRD" means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms. (iv) "BRRD Party" means an institution or entity referred to in point (b), (c) or (d) of Article 1(1) BRRD, including Citibank Europe plc. (v) "EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway. (vi) "Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers. (vii) "Write-down and Conversion Powers" means, in relation to Ireland, any write-down, conversion, transfer, modification or suspension power existing from time to time under, and exercised in compliance with, any law or regulation in effect in Ireland, relating to the transposition of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, including but not limited to the Bail-In Legislation and Regulation (EU) No 806/2014 and the instruments, rules and standards created thereunder, pursuant to which (A) any obligation of a bank or investment firm or affiliate of a bank or investment firm can be reduced, cancelled, modified or converted into shares, other securities or other obligations of such entity or any other person (or suspended for a temporary period) and (B) any right in a contract governing an obligation of a bank or investment firm or affiliate of a bank or investment firm may be deemed to have been exercised.
16.3Governing law and Jurisdiction: This Fee Letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and the parties agree that the courts of England shall have exclusive jurisdiction to determine any dispute arising in connection with this Fee Letter, including disputes relating to any non-contractual obligations. The Company designates the following address as its address for service of all claim forms, application notices, judgments, orders or other notices of English legal process relating to this Fee Letter: Corporation Service Company (UK) Limited at 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU.Items served at this address must be marked for the attention of the Company. The Company must have the same address for service and it must be an address in London, United Kingdom. If the Company wishes to change their address for service, the Company may do so by giving the Bank at least 10 Business Days' written notice of the new address for service.

Please would the Company deliver to the Bank a copy of this Fee Letter duly signed by the Company as indicated below.
[SIGNATURE PAGES TO FOLLOW]

4856-6313-8516, v.9


Signed on behalf of
Citibank Europe Plc
by:



(Sign)    /s/ Michael Ashworth
Name:    Michael Ashworth
Title:    Senior Vice President
(Sign)    …………………………………..
Name:    _________________
Title:    ________________



Fee Letter – signature page (Citibank Europe Plc)
4856-6313-8516, v.9



We accept this Fee Letter and agree to be bound by this Fee Letter in the capacity as the Company.

Signed on behalf of
Greenlight Reinsurance Ltd
by:

(Sign)    /s/ Faramarz Romer
(Sign)    /s/ David Sigmon
Name:    Faramarz Romer
Title:    Chief Financial Officer
Name:    David Sigmon
Title:    General Counsel

Fee Letter – signature page (Greenlight Reinsurance Ltd)
4856-6313-8516, v.9
EX-10.45 5 exh1045citifacilityletter.htm EX-10.45 Document

FACILITY LETTER FOR ISSUANCE OF CREDITS
FROM:    Citibank Europe Plc, a company incorporated in Ireland (with company registration number 132781) whose registered office is at 1 North Wall Quay, Dublin 1, Republic of Ireland (the “Bank").
TO:    Greenlight Reinsurance, Ltd., an exempted company incorporated in the Cayman Islands with registered number 137831 and its registered office at Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, Georgetown, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands (the "Company"),
each a “Party”, together the “Parties”.
DATE:        19 December 2024
Dear Sirs
1.Master Agreement: We refer to and incorporate into this Facility Letter the provisions of the insurance letters of credit – master agreement (Form 3/CEP) dated 20 August 2010 between the Bank and the Company (the “Original Agreement”) as amended and restated by an amendment and restatement agreement dated on or about the date of this Facility Letter (the “Master Agreement”). This Facility Letter and the Master Agreement together referred to as the “Facility Agreement”.
2.Unless otherwise indicated, capitalised words used in this Facility Letter shall have the same meanings given to them in the Master Agreement. In addition, the following definitions shall apply:
(a)"Base Currency Equivalent" means, in relation to a sum denominated in a currency other than the Base Currency, the Base Currency amount of such sum notionally converted at the Spot Rate.
(b)"Change of Control" means the Controlling Party ceases to own directly or indirectly a majority of the equity in the Company.
(c)"Group" means the Company and its Subsidiaries for the time being and "Group Member" means any member of the Group.
(d)"Outstanding Value" means, at any time in relation to any Credit, the maximum actual and contingent liability of the Bank at that time under or in relation to that Credit, as determined by the Bank.
(e)"Security Interest" means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.
(f)"Subsidiary" means a subsidiary within the meaning of section 1159 of the Companies Act 2006, and for this purpose if any shares are held by way of security, the person providing that security shall be treated as the member of the relevant company unless and until that security is realised, notwithstanding that the beneficiary of that security (or a nominee of that beneficiary) may be registered as a member of the relevant company.
(g)"Total Outstandings" means at any time the aggregate Outstanding Value of all Credits (with any such liability not denominated in the Base Currency being notionally converted at the Spot Rate at that time by the Bank into the Base Currency), as determined by the Bank.
3.We also refer to:
(a)the committed facility letter dated 20 August 2010, as amended by amendment agreements dated 12 July 2016, 20 June 2017 and 20 August 2020 (the “Committed Facility Letter”) entered into in connection with the Original Agreement; and
(b)the uncommitted letter of credit issuance facility made available by the Bank to the Company in connection with the Original Agreement (the “Existing Facility”).
4.The Parties confirm:

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(a)their agreement that the “Facility Termination Date” under the Committed Facility Letter shall be 20 August 2024 (notwithstanding the termination shall not affect any outstanding Credits at the Facility Termination Date) and that on and from that date:
(i)the Committed Facility Letter shall be terminated without prejudice to any obligations and liabilities of the Parties arising prior to the Facility Termination Date;
(ii)the Parties irrevocably and unconditionally release each other from all and any liabilities under the Committed Facility Letter; and
(b)that the Existing Facility shall be treated as cancelled and will no longer be available for utilisation.
5.We refer to the letters of credit listed in Schedule 1 of this Facility Letter, being “Credits” originally established by the Bank under the Existing Facility (the Existing LCs). The Parties have agreed to transfer the Existing LCs from the Existing Facility to this Facility Letter.
6.The Parties agree that, with effect on and from the date of this letter (the “Transfer Date”), each Existing LC shall be treated as if it was originally established by the Bank under this Facility Letter. In consideration of the Bank agreeing to such transfer and taking the necessary steps to effect such transfer, the Company acknowledges and agrees that, on and from the Transfer Date:
(a)the Company shall be bound by the terms of, and undertakes to perform all of its obligations under the Facility Documents in respect of each Existing LC in respect of which it is the applicant as if it was originally established under this Facility Letter;
(b)the fees payable by the Company in relation to each Existing LC shall be determined in accordance with the terms of the fee letter which relates to this Facility Letter;
(c)each Facility Document shall remain in full force and effect (except as set forth herein), each Existing LC shall continue to be a Credit for the purposes of the Facility Documents and nothing in this letter shall affect the rights and obligations of the parties under the Facility Documents in respect of any other Credits;
(d)any security and other rights and obligations created by or pursuant to any RDA to which the Company is a party shall continue in full force and effect and that security shall continue to secure all obligations which are expressed to be secured by it and shall extend, without limitation, to the obligations of the Company under the Master Agreement and this Facility Letter in respect of the Existing LCs; and
(e)the transfer of the Existing LCs shall not be deemed to be a waiver by the Bank of, or consent by the Bank to, any breach of any nature under any Facility Document which may have occurred before the Transfer Date.
7.Uncommitted facility: Subject to the terms of the Master Agreement, the Bank makes available to the Company an uncommitted collateralised letters of credit or similar or equivalent instruments issuance facility pursuant to which the Bank may from time to time, at its sole discretion, issue Credits (the “Facility”).
8.Dates: No Credit will be issued after the issuance cut-off date (as notified by the Bank to the Company from time to time) and no Credit will be issued with an expiry date after the facility expiry date (as notified by the Bank to the Company from time to time; provided that the facility expiry date shall not be earlier than the expiry date of any then-outstanding Credit).
9.Currencies
(a)The Base Currency is: US dollars.
(b)Without prejudice to the uncommitted nature of the Facility, the Bank will only consider issuing a Credit that is denominated in an Approved Currency (as defined in paragraph (b) below):
(c)The approved currencies for any Credit (the “Approved Currencies”) are:

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(i)euros, British sterling, Australian dollars, New Zealand dollars, Canadian dollars;
(ii)the Base Currency; and
(iii)any currency which the Bank may designate as such from time to time,
(iv)excluding any currency which the Bank may notify the Company as no longer being an Approved Currency; provided, for purposes of clarity, that any then-outstanding Credit may continue to be denominated in a currency that was an Approved Currency at the time such Credit was issued.
10.Initial conditions precedent: In addition to the conditions precedent set out in clause 1.2 of the Master Agreement, no Application Form may be delivered unless the Bank has received all of the documents and evidence as set out in schedule 2 (Conditions precedent to first utilisation) of this Facility Letter, in a form and substance satisfactory to the Bank.
11.Change of control:
(a)The Controlling Party is Greenlight Capital Re, Ltd., an exempted company incorporated in the Cayman Islands with registered number 137830 and its registered office at Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, Georgetown, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands.
(b)If there is a Change of Control, the Company shall promptly notify the Bank upon becoming aware of that event and, if the Bank so notifies the Company, the Company shall Prepay all Credits and pay and repay all other sums due under the Facility Documents within three Business Days or on such later date the Bank may specify.
(c)Meaning of Prepaying: The Company "Prepaying" a Credit means:
(i)the Company providing cash cover in a sum equal to the Outstanding Value of that Credit;
(ii)the maximum amount payable under that Credit being reduced or cancelled in accordance with its terms; and/or
(iii)the Bank being satisfied that it has no further liability under or in relation to that Credit,
(iv)and the amount by which that Credit is repaid under paragraphs (i) and (ii) above is the amount of the relevant cash cover or reduction/cancellation.
12.Security coverage: The Company shall ensure that at all times the aggregate Collateral Value of the Collateral is not less than the Total Outstandings. The provisions of schedule 3 (Security coverage) and schedule 4 (Collateral requirements) shall apply.
13.Data protection.
13.1Compliance with law. Each party will comply with applicable data protection and privacy laws in processing personal data in connection with its activities under this Agreement. Each party acknowledges and agrees that each act as a separate and independent data controller in respect of its processing of personal data under this Agreement and that each party is responsible for its own compliance with its obligations as an independent data controller under applicable data protection and privacy laws.
13.2Mutual cooperation. Each party will promptly notify, and reasonably cooperate with and provide information to, the other party in respect of any data subject requests, communications from supervisory authorities, or notifiable personal data breaches relating to the processing of personal data under this Facility Letter, in each case to the extent reasonably necessary to enable the other party to meet its obligations to data subjects and/or supervisory authorities.
13.3Definitions. The terms ‘personal data’, ‘personal data breaches’, ‘processing’, ‘data subject’ and ‘supervisory authority’ shall have the respective meanings set forth in the General Data Protection Regulation (EU) 2016/679, as amended or superseded from time-to-time.

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14.Recognition of bail-in.
14.1Notwithstanding any other terms of this Facility Letter or any other agreement, arrangement or understanding between the parties, each counterparty (including the Company) to a BRRD Party acknowledges and accepts that any liability of a BRRD Party to it under or in connection with this Facility Letter may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of (i) any Bail-In Action in relation to any such liability, including (without limitation) (A) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability, (B) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it and (C) a cancellation of any such liability and (ii) a variation of any terms of this Facility Letter to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
14.2For the purposes of this paragraph 14 (Recognition of Bail-In): (i) "Bail-In Action" means the exercise of any Write-down and Conversion Powers. (ii) "Bail-In Legislation" means, in relation to Ireland, the European Union (Bank Recovery and Resolution) Regulations 2015 (S.I. No. 289/2015). (iii) "BRRD" means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms. (iv) "BRRD Party" means an institution or entity referred to in point (b), (c) or (d) of Article 1(1) BRRD, including Citibank Europe plc. (v) "EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway. (vi) "Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers. (vii) "Write-down and Conversion Powers" means, in relation to Ireland, any write-down, conversion, transfer, modification or suspension power existing from time to time under, and exercised in compliance with, any law or regulation in effect in Ireland, relating to the transposition of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, including but not limited to the Bail-In Legislation and Regulation (EU) No 806/2014 and the instruments, rules and standards created thereunder, pursuant to which (A) any obligation of a bank or investment firm or affiliate of a bank or investment firm can be reduced, cancelled, modified or converted into shares, other securities or other obligations of such entity or any other person (or suspended for a temporary period) and (B) any right in a contract governing an obligation of a bank or investment firm or affiliate of a bank or investment firm may be deemed to have been exercised.
15.Third party rights
A person who is not a party to this Facility Letter has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Facility Letter.
16.Entire agreement
This Facility Letter sets out the entire understanding of the Parties as at the date hereof concerning the subject matter hereof and supersedes any prior agreements or understandings whether oral or in writing hereto.

17.Governing law and jurisdiction
17.1This Facility Letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and the parties agree that the courts of England shall have exclusive jurisdiction to determine any dispute arising in connection with this Facility Letter, including disputes relating to any non-contractual obligations.
17.2The Company designates the address below as its address for service of all claim forms, application notices, judgments, orders or other notices of English legal process relating to this Facility Letter and any other Facility Document governed by English law.
Corporation Service Company (UK) Limited at 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU
Items served at this address must be marked for the attention of the Company.

The Company must have the same address for service and it must be an address in London, United Kingdom. If the Company wishes to change their address for service, the Company may do so by giving the Bank at least 10 Business Days' written notice of the new address for service.

4855-9840-2771, v.14

- 5 -

Although the Bank may withdraw the offer made in this Facility Letter at any time, the offer shall automatically expire at close of business on the 14th day after the date of this Facility Letter unless before such expiry the Company has delivered to the Bank a copy of this Facility Letter duly signed by the Company as indicated below.

[SIGNATURE PAGES TO FOLLOW]

4855-9840-2771, v.14



Signed on behalf of
Citibank Europe PLC
By:

(Sign)    /s/ Michael Ashworth

Name:    Michael Ashworth

Title:    Senior Vice President
(Sign)    …………………………………..

Name:    _________________

Title:    ________________


Facility letter for issuance of Credits – signature page (Citibank Europe Plc)
4855-9840-2771, v.14



We accept this Facility Letter and agree to be bound by the Facility Agreement in the capacity as the Company.

Signed on behalf of
Greenlight Reinsurance Ltd.
by:

(Sign)    /s/ Faramarz Romer

Name:    Faramarz Romer

Title:    Chief Financial Officer
(Sign)    /s/ David Sigmon

Name:    David Sigmon

Title:    General Counsel

Facility letter for issuance of Credits – signature page (Greenlight Reinsurance Ltd)
4855-9840-2771, v.14




SCHEDULE 1
EXISTING LCs
[Omitted]



4855-9840-2771, v.14



SCHEDULE 2
Conditions precedent to first utilisation
1.The following items duly signed and delivered by the parties thereto:
(a)Master Agreement;
(b)this Facility Letter (provided that it has been entered into and returned by the Company no later than the deadline referred to in the final paragraph of this Facility Letter);
(c)a fee letter (governed by English law) dated on or about the date of this Facility Letter between the Company and the Bank; and
(d)charge (governed by English law) granted by the Company in favour of the Bank pursuant to which a Security Interest is created over certain cash account(s) held by the Company in England with Citibank NA.
2.Evidence that the Company has the capacity and has approved the entry into each Facility Document, including a resolution of the board of directors (or equivalent) of the Company (certified by a director, the secretary or other authorised officer of the Company).
3.Copies of the constitutional documents of the Company (each certified by a director, the secretary or other authorised officer of the Company).
4.Specimen signature(s) the person(s) authorised by the Company to sign each Facility Document.
5.General communications indemnity (governed by English law) granted by the Company in favour of the Bank including specimen signature(s) the person(s) authorised by the Company to administer the Facility (including delivering Application Forms).
6.The Group's latest audited consolidated annual financial statements.
7.The Company's latest audited annual financial statements.
8.Evidence that all registrations, filings and other steps necessary (other than any identified by the Bank as being a condition subsequent) to perfect any Security Document.
9.Such other documents and other evidence as the Bank may reasonably require prior to the date of issuance of the first Credit.


4855-9840-2771, v.14

2

SCHEDULE 3
Security Coverage

1.Amendment: This schedule 3 and schedule 4 (Collateral requirements) may be amended in writing by the Bank and the Company.
2.Definitions: In this schedule 3:
"Charged Cash" means any cash deposits owned by the Company and the subject of a perfected exclusive first ranking Security Interest held by the Bank.
"Charged Securities" means any securities owned by the Company and the subject of a perfected exclusive first ranking Security Interest held by the Bank.
"Collateral" means any Charged Cash and any Charged Securities, excluding any Ineligible Collateral.
"Collateral Type" means each asset type described in the column headed "Collateral Types" in schedule 4 (Collateral requirements).
"Collateral Type Conditions" means, in relation to each Collateral Type, the conditions set out in the column headed "Collateral Type Conditions" in schedule 4 (Collateral requirements), and where any securities is given a rating by an agency which is lower that the rating assigned by any other agency, the Bank may ignore the higher rating and attribute only the lower rating to the relevant securities in determining whether the relevant Collateral Type Conditions have been satisfied.
"Collateral Type Value" means, in relation to each Collateral Type, the value set out in the column headed "Collateral Type Value" in schedule 4 (Collateral requirements).
"Collateral Value" means, in relation to any Collateral, at any time its Collateral Type Value (or, where such Collateral is denominated in a currency other than the Base Currency, the Base Currency Equivalent of its Collateral Type Value) less the relevant Currency Discount, as the Bank may determine at any time and from time to time.
"Currency Discount" means:
(a)in relation to any Matched Collateral, zero;
(b)in relation to any Unmatched Collateral, where that Collateral is denominated in US dollars, Canadian dollars or sterling, 10%;
(c)in relation to any Unmatched Collateral, where that Collateral is denominated in euros, Swiss francs or Japanese yen, 15%; and
(d)in relation to any Unmatched Collateral, where that Collateral is denominated in any other currency, 25%.
"Ineligible Collateral" means any Collateral which:
(a)is not wholly legally and beneficially owned by the Company;
(b)is not subject to a perfected exclusive first ranking fixed charge in favour of the Bank;
(c)is subject to any Security Interest other than in favour of the Bank;
(d)is the subject of any right or claim by a person other than the Company or the Bank;
(e)the Bank may reasonably decide at any time does not satisfy the Collateral Type Conditions;
(f)comprises convertibles, perpetuals or warrants;
(g)comprises any securities issued by a Bank Group Member; and/or
(h)comprises any securities issued by the Group.

4855-9840-2771, v.14

3

"Matched Collateral" means any Collateral which the Bank may at any time notionally allocate to all or part of a Credit which is denominated in the same currency as that Collateral.
"Unmatched Collateral" means any Collateral which is not Matched Collateral.


4855-9840-2771, v.14

4

SCHEDULE 4
Collateral requirements


Collateral Type Collateral Type Conditions Collateral Type Value Maximum Tenor
Issuer Rating

Cash
Deposits
Cash Deposits held in an account(s) with Citi N.A. London
N/A 100% N/A
Cash Deposits held in the account solely to the extent that such cash is proceeds of investment property held in the accounts
N/A 100% N/A


4855-9840-2771, v.14
EX-10.46 6 exh1046employeeawardtempla.htm EX-10.46 Document
TEMPLATE
GREENLIGHT CAPITAL RE, LTD.
2023 OMNIBUS STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT

This Restricted Stock Unit Award Agreement (the “Agreement”) is made, effective as of the [●] day of [●], ________ (the “Grant Date”), between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”), and [●] (the “Participant”).
RECITALS:
WHEREAS, the Company has adopted the Greenlight Capital Re, Ltd. 2023 Omnibus Stock Incentive Plan (as may be amended, the “Plan”) pursuant to which awards of Restricted Stock Units may be granted; and
WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders to grant an award of Restricted Stock Units provided for herein to the Participant in recognition of the Participant’s services to the Company, such grant to be subject to the terms set forth herein.
NOW, THEREFORE, in consideration for the services rendered by the Participant to the Company and the mutual covenants hereinafter set forth, the parties hereto agree as follows:
1.Grant of Restricted Stock Unit Award. Pursuant to Section 7 of the Plan, the Company hereby issues to the Participant on the Grant Date a Restricted Stock Unit Award consisting of an aggregate of [●] Restricted Stock Units ( the “Restricted Stock Units” or “Units”) having the rights and subject to the restrictions set out in this Agreement, the Plan and any employment agreement between the Participant and the Company and/or any Affiliate of the Company (as may be amended, the “Employment Agreement”). The Units shall vest in accordance with Section 4 hereof.
2.Incorporation by Reference. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have the authority to interpret and construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Participant and his legal representative in respect of any questions arising under the Plan or this Agreement.
3.Restrictions. The Units may not, any time prior to becoming settled for Shares, be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall result in such Units being automatically cancelled by the Company. In such case, all of the Participant’s rights to such Units shall immediately terminate.
1


TEMPLATE
4.Vesting.
(a) Service-Based Units. [●] of the Units shall be deemed to be “Service-Based Units”. Subject to and conditioned upon Participant’s (x) Continuous Service through the applicable Service Vesting Date (as defined below) and (y) compliance with the terms and conditions of this Agreement, the Service-Based Units shall vest as follows:
(1)One-third of the Service-Based Units (rounded down to the nearest whole Unit, if necessary) shall vest on [January 1, 2025];
(2)One-third of the Service-Based Units (rounded down to the nearest whole Unit, if necessary) shall vest on [January 1, 2026]; and
(3)The remaining Service-Based Units shall vest on [January 1, 2027] (each such date, a “Service Vesting Date”).
(b)Performance-Based Units. [●] of the Units shall be deemed to be “Performance-Based Units”. Subject to and conditioned upon Participant’s (x) Continuous Service through January 1, 2027 (the “Performance Vesting Date”) and (y) compliance with the terms and conditions of this Agreement, the Performance-Based Units shall vest (and the restrictions described in Section 3 above will lapse) in accordance with the terms and conditions set forth on Exhibit A hereto, incorporated herein by reference, based upon the Company’s achievement of Performance Objectives (as defined in Exhibit A) during the three-year period beginning January 1, 2024 and ending December 31, 2026 (the “Performance Period”).
5.Effect of Termination of Continuance Service. Subject to the terms and conditions of the Employment Agreement, if any, the Participant’s compliance with any restrictive covenants by which the Participant may be bound:
(a)Termination due to Death or Disability. Upon the termination of the Participant’s Continuous Service due to death or Disability:
(1)all outstanding unvested Service-Based Units, if any, shall vest and all restrictions shall lapse and such termination date shall be treated as the Service Vesting Date; and
(2) a pro-rated portion of the outstanding unvested Performance-Based Units, if any, based on a fraction, the numerator being the calendar days elapsing from the beginning of the Performance Period through and until (but not including) the date of Participant’s termination of service and the denominator being the number of calendar days in the applicable Performance Period (such amount of Performance-Based Units, the “Eligible Performance-Based Units”), shall vest at the target level of achievement of the applicable performance objectives (i.e., based on an applicable percentage of 100% as described in Exhibit A) and such termination date shall be treated as the Performance Vesting Date. Any Performance-Based Units that are not Eligible Performance-Based Units shall be automatically cancelled by the Company and all of the Participant’s rights to such Units shall immediately terminate.
2


TEMPLATE
(b)Change in Control. Upon the occurrence of a Change in Control (i) all of the outstanding unvested Service-Based Units, if any, shall vest and all restrictions shall lapse and (ii) all of the outstanding Performance-Based Units, if any, shall vest at the target level of achievement of the applicable performance objectives (i.e., based on an applicable percentage of 100% as described in Exhibit A), and all restrictions shall lapse and such Change in Control date shall be treated as the Service Vesting Date and the Performance Vesting Date for purposes of this Agreement; provided, that, in each case, the Participant is in Continuous Service immediately prior to such Change in Control.
(c)Termination of Continuous Service. Except as otherwise provided for in Sections 5(a) or 5(b) above or 5(d) below, if the Participant’s Continuous Service terminates for any reason at any time prior to: (i) the Service Vesting Date, the unvested Service-Based Units shall be automatically cancelled by the Company and all of the Participant’s rights to such Service-Based Units and any distributions pursuant to Section 8 with respect thereto, if any, shall immediately terminate; or (ii) the Performance Vesting Date, the unvested Performance-Based Units shall be automatically cancelled by the Company and all of the Participant’s rights to such Performance-Based Units and any distributions pursuant to Section 8 with respect thereto, if any, shall immediately terminate.
(d)Forfeiture. Upon the Participant’s violation of any restrictive covenant by which Participant may be bound or upon the termination of Participant’s Continuous Service for Cause prior to: (i) the Service Vesting Date, the unvested Service-Based Units shall be automatically cancelled by the Company and all of the Participant’s rights to such Service-Based Units and any distributions pursuant to Section 8 with respect thereto, if any, shall immediately terminate; or (ii) the Performance Vesting Date, the unvested Performance-Based Units shall be automatically cancelled by the Company and all of the Participant’s rights to such Performance-Based Units and any distributions pursuant to Section 8 with respect thereto, if any, shall immediately terminate.
6.Settlement. Within ten days of each Service Vesting Date, the Participant shall receive a number of Shares in settlement of the Units that became vested on such Service Vesting Date. Within seventy-three days of the Performance Vesting Date, the Participant shall receive a number of Shares in settlement of the Units that became vested on such Performance Vesting Date as determined pursuant to Exhibit A. The date that such Units are settled for Shares in each case is referred to as the “Settlement Date”. Shares received by the Participant pursuant to this Section 6 shall be free of restrictions otherwise imposed by this Agreement and the Plan; provided, however that the Shares shall remain subject to the terms of this Agreement and the Plan expressly applicable after such Settlement Date (including, without limitation, Section 14). As of the Settlement Date and settlement of the Units pursuant to this Section 6, all Units which are settled shall be cancelled.
7.Taxes. As a condition to the issuance, vesting, or settlement of the Units, the Committee may require that a Participant satisfy, through deduction or withholding from any payment of any kind otherwise due to the Participant, or through such other arrangements as are satisfactory to the Committee, the amount of all federal, state, local and foreign income and other taxes of any kind required or permitted to be withheld in connection with such issuance, vesting, exercise, or settlement (or election). The Committee, in its discretion, may (but is not obligated to) permit or require Shares (which are not subject to any pledge or other security interest) to be used to satisfy all or any portion of applicable tax withholding requirements with respect to the Units, and such shares shall be valued at their Fair Market Value as of the issuance, vesting, exercise, or settlement date of the Units, as applicable. The Shares so delivered or withheld must have an aggregate Fair Market Value equal to the minimum tax obligation required under applicable law (or portion thereof).
3


TEMPLATE
8.Dividend Equivalents. To the extent that the Units have not otherwise been forfeited or cancelled prior to a Settlement Date, the Participant will be paid a cash payment on the Settlement Date equal to the number of Shares delivered pursuant to Section 6 on such Settlement Date multiplied by the total amount of dividend payments made in relation to one Share with respect to record dates occurring during the period between the Grant Date and the Settlement Date with respect to such Units.
9.Rights as Shareholder. The Participant shall not be entitled to the rights and privileges of Share ownership in respect of Shares until such Shares have been issued to the Participant pursuant to Section 6 on the Settlement Date.
10.Compliance with Laws and Regulations. The issuance and transfer of the Shares shall be subject to compliance by the Company and the Participant with all applicable requirements of securities laws and with all applicable requirements of any stock exchange on which the Company’s Shares may be listed at the time of such issuance or transfer.
11.No Right to Continuous Service. Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company or any of its Affiliates to terminate the Participant’s Continuous Service at any time.
12.Notices. Any notice provided for in this Agreement or under the Plan must be in writing and must be either personally delivered, transmitted via electronic mail, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder and received when delivered personally, when received if transmitted via electronic mail, five (5) days after deposit in the mail and one (1) day after deposit for overnight delivery with a reputable overnight courier service.
If to the Company:
    Greenlight Capital Re, Ltd.
    Attention: General Counsel
    65 Market Street, Suite 1207
    Jasmine Court, Camana Bay
Grand Cayman, KY1-1205
Cayman Islands
Facsimile: (345) 745-4576

13.If to the Participant, to Participant’s physical and/or email address most recently on file with the Company with a copy (which shall not constitute notice) to such other persons as may be designated by Participant in writing.
4


TEMPLATE
14.Bound by Plan. By signing this Agreement, the Participant acknowledges that the Participant has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all of the terms and provisions of the Plan.
15.Clawback Policy. Notwithstanding anything in this Agreement to the contrary, the Participant’s rights with respect to the Units and Shares shall also be subject to the Greenlight Capital Re, Ltd. Clawback Policy adopted on March 3, 2023, and as further amended from time to time.
16.Beneficiary. The Participant may file with the Company a written designation of a beneficiary on such form as may be prescribed by the Company and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.
17.Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and on the Participant and the beneficiaries, executors and administrators, heirs and successors of the Participant.
18.Amendment of Restricted Stock Unit Award. Subject to Section 18 of this Agreement, the Board at any time and from time to time may amend the terms of this Restricted Stock Unit Award; provided, however, that the Participant’s rights under this Restricted Stock Unit Award shall not be impaired by any such amendment unless (i) the Company requests the Participant’s consent and (ii) the Participant consents in writing.
19.Adjustment Upon Changes in Capitalization. Restricted Stock Unit Awards may be adjusted as provided in the Plan including, without limitation, Section 10 of the Plan. The Participant, by his execution and entry into this Agreement, irrevocably and unconditionally consents and agrees to any such adjustments as may be made at any time hereafter.
20.Governing Law. The validity, construction, interpretation and effect of this Agreement shall exclusively be governed by, and determined in accordance with, the laws of the Cayman Islands.
21.Severability. Every provision of this Agreement is intended to be severable and any illegal or invalid term shall not affect the validity or legality of the remaining terms.
22.Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation of construction, and shall not constitute a part of this Agreement.
23.Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[SIGNATURE PAGE FOLLOWS]

5


TEMPLATE
IN WITNESS WHEREOF, the parties have executed this Agreement as of the [●]th day of [●], _______.

                            GREENLIGHT CAPITAL RE, LTD.


                            _________________________________
                            By: Faramarz Romer
                            Title: CFO



                            _________________________________
                            Participant
6


TEMPLATE
Exhibit A

Vesting Terms and Conditions of Performance-Based Units

A.1 Performance-Objectives. The Performance-Based Units are eligible to vest on the Performance Vesting Date subject to and based upon the level of achievement of two performance objectives: [●], or [sixty-five (65%)], of the Performance-Based Units are eligible to vest based on BVPS Growth (as defined below) during the Performance Period (the “BVPS Units”) and [●], or [thirty-five percent (35%)], of the Performance-Based Units are eligible to vest based on the Average Combined Ratio (as defined below) (the “Combined Ratio Units”), in each case as described below.

(a)BVPS Growth. The number of BVPS Units that shall vest on the Performance Vesting Date and that Participant shall be entitled to have settled for Shares, if any, on the Settlement Date, shall be determined as follows:
3 Year BVPS Growth Increase      Applicable Percentage
3 Year BVPS Growth Increase Threshold [12.5%] 50%
3 Year BVPS Growth Increase Target [22.5%] 100%
3 Year BVPS Growth Increase Maximum [40.5%] 200%


The BVPS Units that vest for the Performance Period will equal the product of (x) the Applicable Percentage determined above (based on the BVPS Growth Increase) and (y) the BVPS Units. The Applicable Percentage will be interpolated on a linear basis between each (i) the BVPS Growth Increase Threshold and BVPS Growth Increase Target, and (ii) the BVPS Growth Increase Target and BVPS Growth Increase Maximum. Any fractional BVPS Units, if any, shall be rounded to the nearest whole number. For the avoidance of doubt, no BVPS Units shall vest if the BVPS Growth Increase is less than [12.5] % and in no event shall the Applicable Percentage be greater than 200%.

For purposes of this Agreement:

“BVPS” shall mean the “Fully Diluted Book Value Per Share” as reported in the Company’s Annual Report on Form 10-K filed with the SEC for each respective year during the Performance Period; provided, however, that if the Company does not file an Annual Report on Form 10-K with the SEC by March 15 of the fiscal year immediately following a Performance Period, then BVPS for any such Performance Period shall mean the “Fully Diluted Book Value Per Share” as calculated consistent with past practice and authorized by the audit committee of the board of directors of the Company.
Exhibit A – Restricted Stock Unit Award Agreement


TEMPLATE
“BVPS Growth Increase” shall mean the cumulative “Increase (decrease) in fully diluted book value per share (%)” amounts as reported in the Company’s Annual Report on Form 10-K filed with the SEC, for each respective year during the Performance Period. For the avoidance of doubt, the cumulative increase shall be calculated on a compounded basis.
(b)Combined Ratio. The number of Combined Ratio Units on the Performance Vesting Date that shall vest and that Participant shall be entitled to have settled for Shares, if any, on the Settlement Date, shall be determined as follows:
Average Combined Ratio     Applicable Percentage
Average Combined Ratio Threshold [99.0%] 50%
Average Combined Ratio Target [97.0%] 100%
Average Combined Ratio Maximum [94.0%] or less 200%

The Combined Ratio Units that vest for the Performance Period will equal the product of (x) the Applicable Percentage determined above (based on the Average Combined Ratio) and (y) the Combined Ratio Units. The Applicable Percentage will be interpolated on a linear basis between each (i) the Average Combined Ratio Threshold and Average Combined Ratio Target, and (ii) the Average Combined Ratio Target and Average Combined Ratio Maximum. Any fractional Combined Ratio Units, if any, shall be rounded to the nearest whole number. For the avoidance of doubt, no Combined Ratio Units shall vest if the Average Combined Ratio is greater than [99.0]% and in no event shall the Applicable Percentage be greater than 200%.
For purposes of this Agreement:

“Average Combined Ratio” shall mean 1 minus the ratio of (x) the sum of the Underwriting Income (or Loss), for each of the three fiscal periods ended December 31 during the Performance Period, and (y) the sum of the Net Earned Premium during each of the Company’s three fiscal periods ended December 31 during the Performance Period.

“Underwriting Income” and “Net Earned Premium” shall be based on the amounts reported in the Company’s Annual Reports on Form 10-K for each respective year during the Performance Period; provided, however, that if the Company does not file an Annual Report on Form 10-K with the SEC by March 15 of the fiscal year immediately following a Performance Period, then Underwriting Income and Net Earned Premium for any such Performance Period as calculated consistent with past practice and authorized by the audit committee of the board of directors of the Company.
Exhibit A – Restricted Stock Unit Award Agreement


TEMPLATE
A.2 General

The Administrator shall determine whether and to what extent each Performance Objective is satisfied and the number of Performance-Based Units that vest, which determinations shall be made no later than seventy-three days following the Performance Vesting Date (such actual date of determination, the “Determination Date”). The Performance-Based Units shall be settled pursuant to Section 6 following the Determination Date and no later than seventy-three days following the Performance Vesting Date. Any such determination by the Administrator shall be final and binding.
Exhibit A – Restricted Stock Unit Award Agreement

EX-10.47 7 exh1047directortemplateawa.htm EX-10.47 Document
[FORM OF DIRECTOR RESTRICTED STOCK AWARD AGREEMENT]
GREENLIGHT CAPITAL RE, LTD.
2023 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT

This Restricted Stock Award Agreement (the “Agreement”) is made, effective as of the ___ day of __________ (the “Grant Date”), between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”) and [NAME] (the “Grantee”).
RECITALS:
WHEREAS, the Company has adopted the Greenlight Capital Re, Ltd. 2023 Omnibus Incentive Plan (as may be amended, the “Plan”) pursuant to which Shares (as defined in the Plan) may be granted; and
WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders to grant an Award of restricted Shares provided for herein to the Grantee in recognition of the Grantee’s services to the Company, such grant to be subject to the terms set forth herein.
NOW, THEREFORE, in consideration for the services rendered by the Grantee to the Company and the mutual covenants hereinafter set forth, the parties hereto agree as follows:
1.Grant of Restricted Stock Award. Pursuant to Section 6 of the Plan, the Company hereby issues to the Grantee on the Grant Date an Award consisting of, in the aggregate, [NUMBER] Shares (the “Restricted Stock”) having the rights and subject to the restrictions set out in the Articles of Association of the Company, this Agreement and the Plan. The Restricted Stock restrictions shall lapse and the Restricted Stock shall vest in accordance with Section 4 hereof.
2.Incorporation by Reference. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan. The Committee shall have the authority to interpret and construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision shall be binding and conclusive upon the Grantee and his legal representative in respect of any questions arising under the Plan or this Agreement.
3.Restrictions. Except as otherwise provided in the Plan or this Agreement, the Restricted Stock may not, any time prior to becoming vested, be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall result in such Shares being automatically cancelled by the Company. In such case, all of the Grantee’s rights to such Shares shall immediately terminate.
4.Vesting. Except as otherwise provided herein, the restrictions described in Section 3 above will lapse with respect to 100% of the Restricted Stock on the earlier of the first anniversary of the Grant Date and the [2024] annual general meeting of shareholders (the “Vesting Date”); provided, that, the Grantee has not experienced a Termination prior to such Vesting Date.
    1

[FORM OF DIRECTOR RESTRICTED STOCK AWARD AGREEMENT]
(a)Death, Disability. All restrictions will lapse with respect to 100% of the Restricted Stock upon Grantee’s Termination due to death or Disability prior to the Vesting Date.
(b)Change in Control. All restrictions will lapse with respect to 100% of the Restricted Stock upon the occurrence of a Change in Control prior to the Vesting Date; provided, that, the Grantee has not experienced a Termination prior to such Change in Control.
(c)Termination of Continuous Service. Except as otherwise set forth in Section 4(a) or 4(b) above, if the Grantee experiences a Termination for any reason at any time prior to the Vesting Date, the unvested Restricted Stock will be automatically cancelled by the Company and all of the Grantee’s rights to such Shares shall immediately terminate.
5.Taxes.
(a)Tax Withholding. The Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan the amount of taxes required by law to be withheld therefrom, or to require the Grantee to pay the Company in cash such amount required to be withheld. The Grantee may satisfy any foreign, federal, state or local tax withholding obligation relating to the acquisition of Shares under this Award of Restricted Stock by any of the following means (in addition to the Company’s right to withhold or to direct the withholding from any compensation paid to the Grantee by the Company or by an Affiliate) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold vested Restricted Stock otherwise deliverable to the Grantee hereunder; provided, however, that no Restricted Stock is withheld with a value exceeding the minimum amount of tax required to be withheld by applicable law; or (iii) transferring to the Company or to an Affiliate for repurchase for the aggregate sum of US$1.00, owned and unencumbered Shares with a Fair Market Value equal to the amount of the applicable tax liability in exchange for the Company’s or Affiliate’s commitment to remit such amounts to the taxing authority.
(b)Section 83(b) of the Code. If the Grantee properly elects, within thirty (30) days of the Grant Date, to include in gross income for federal income tax purposes an amount equal to the Fair Market Value of the Restricted Stock as of the Grant Date pursuant to Section 83(b) of the Code, to the extent required by law, the Grantee shall pay to the Company, or make other arrangements satisfactory to the Committee to pay to the Company in the year of such grant, any federal, state or local taxes required to be withheld with respect to such Shares. If the Grantee fails to make such payments, the Company or its Affiliates shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Grantee any federal, state or local taxes of any kind required by law to be withheld with respect to such Shares.
6.Rights as Shareholder; Dividends. The Grantee shall be the record owner of the Restricted Stock unless and until such Shares are cancelled pursuant to Section 3 or Section 4 hereof or sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company, including, without limitation, voting rights, if any; provided, however, that any dividends or distributions paid on the Restricted Stock while those shares remain forfeitable will be distributed if, and when, the Restricted Stock to which the dividends or distributions relate become nonforfeitable.
7.Certificates. Reasonably promptly following the Grant Date, the Company shall cause to be issued to the Grantee a certificate in respect of the Restricted Stock which shall bear
    2

[FORM OF DIRECTOR RESTRICTED STOCK AWARD AGREEMENT]
the following (or a similar) legend in addition to any other legends that may be required under federal or state securities laws:
“THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) CONTAINED IN THE GREENLIGHT CAPITAL RE, LTD. 2023 OMNIBUS INCENTIVE PLAN AND THE RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND GREENLIGHT CAPITAL RE, LTD. A COPY OF THE PLAN AND THE AWARD AGREEMENT ARE ON FILE AT THE OFFICES OF GREENLIGHT CAPITAL RE, LTD.”
The Committee shall require that the certificate evidencing such Restricted Stock be delivered upon issuance to the Company or such other depository as may be designated by the Committee as a depository for safekeeping until the Restricted Stock is cancelled or until the restrictions set forth herein and in the Plan lapse. At the expiration of the restrictions, the Company shall deliver to the Grantee (or the Grantee’s legal representative, beneficiary or heir, if applicable) share certificates for the Shares deposited with it free from legend except as otherwise provided by the Plan or as otherwise required by applicable law.
8.Compliance with Laws and Regulations. The issuance and transfer of the Restricted Stock shall be subject to compliance by the Company and the Grantee with all applicable requirements of securities laws and with all applicable requirements of any stock exchange on which the Company’s Shares may be listed at the time of such issuance or transfer.
9.Stop-Transfer Instructions. The Grantee agrees that, to ensure compliance with the restrictions imposed by this Agreement, the Company may issue appropriate “stop-transfer” instructions to its transfer agent, if any, and if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.
10.Refusal to Transfer. The Company will not be required to (i) register any transfer of Shares on its register of members if such Shares have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) treat as owner of such Shares, or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares have been so transferred.
11.No Right to Continuous Service. Nothing in this Agreement shall be deemed by implication or otherwise to impose any limitation on any right of the Company or any of its Affiliates to terminate the Grantee’s service at any time.
12.Notices. Any notice provided for in this Agreement or under the Plan must be in writing and must be either personally delivered, transmitted via electronic mail, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder and received when delivered personally, when received if transmitted via electronic mail, five (5) days after deposit in the mail and one (1) day after deposit for overnight delivery with a reputable overnight courier service.

    3

[FORM OF DIRECTOR RESTRICTED STOCK AWARD AGREEMENT]
If to the Company:
    Greenlight Capital Re, Ltd.
    65 Market Street, Suite 1207
    Jasmine Court, Camana Bay
Grand Cayman, KY1-1205
Cayman Islands
Facsimile: (345) 745-4576

13.If to the Grantee, to Grantee’s physical and/or email address most recently on file with the Company with a copy (which shall not constitute notice) to such other persons as may be designated by Participant in writing.
14.Bound by Plan. By signing this Agreement, the Grantee acknowledges that the Grantee has received a copy of the Plan and has had an opportunity to review the Plan and agrees to be bound by all of the terms and provisions of the Plan.
15.Beneficiary. The Grantee may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Grantee, the executor or administrator of the Grantee’s estate shall be deemed to be the Grantee’s beneficiary.
16.Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and on the Grantee and the beneficiaries, executors and administrators, heirs and successors of the Grantee.
17.Amendment of Award. Subject to Section 17 of this Agreement, the Board at any time and from time to time may amend the terms of this Award of Restricted Stock; provided, however, that except as otherwise provided in the Plan, the Grantee’s rights under this Award shall not be materially impaired by any such amendment unless (i) the Company requests the Grantee’s consent and (ii) the Grantee consents in writing.
18.Adjustment Upon Changes in Capitalization. This Award of Restricted Stock may be adjusted as provided in the Plan including, without limitation, Section 10 of the Plan. The Grantee, by his execution and entry into this Agreement, irrevocably and unconditionally consents and agrees to any such adjustments as may be made at any time hereafter.
19.Governing Law. The validity, construction, interpretation and effect of this Agreement shall exclusively be governed by, and determined in accordance with, the laws of the Cayman Islands.
20.Severability. Every provision of this Agreement is intended to be severable and any illegal or invalid term shall not affect the validity or legality of the remaining terms.
21.Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation of construction, and shall not constitute a part of this Agreement.
22.Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
    4

[FORM OF DIRECTOR RESTRICTED STOCK AWARD AGREEMENT]

[SIGNATURE PAGE FOLLOWS]

    5

[FORM OF DIRECTOR RESTRICTED STOCK AWARD AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the ____ day of ________.


                            GREENLIGHT CAPITAL RE, LTD.


                            _________________________________
                            By: Faramarz Romer
                            Title: CFO



                            _________________________________
                            [NAME OF GRANTEE]
    6
EX-10.48 8 exh1048tupenotificationpob.htm EX-10.48 Document
image_1.jpg            
                Greenlight Reinsurance Ireland, DAC.
                First Floor
                50 City Quay
                Dublin 2    
            Ireland        
            D02 F588

PRIVATE AND CONFIDENTIAL

Patrick O’ Brien
pobrien@greenlightre.com

By EMAIL

25 June 2024
Matter: Transfer of your employment from Greenlight Reinsurance Ireland DAC to Greenlight Re Ireland Services Limited
Dear Patrick,
This letter is to inform you that your employer, Greenlight Reinsurance Ireland DAC (“GRIL”), will enter into a personnel supply agreement with Greenlight Re Ireland Services Limited (“Irish ServCo”) pursuant to which staff will be supplied by Irish ServCo to GRIL (the “Arrangements”). To give effect to the Arrangements, your employment will transfer from GRIL to Irish ServCo.
The transfer of your employment will occur automatically under the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003 (the “TUPE Regulations”).
As no employee representative or representatives are in place, we are required under the TUPE Regulations to provide you, as an employee, with the following information:

1.The effective date of transfer is 1st July 2024.
2.The reason for the transfer is that as part of the Arrangements, a decision has been made to transfer staff of GRIL to Irish ServCo.
3.You will continue to be employed on all of the same terms and conditions as you were prior to transfer, but your employer from 1st July 2024 will be Irish ServCo. Your continuity of service will not be affected by the transfer. There are no measures envisaged with regard to your employment. In other words, nothing will change for you in relation to your employment, save for the identity of your employer.
4.GRIL engages no agency workers.
This letter is intended to fulfil our obligations under the TUPE Regulations.



Company Registration Number 475022

Directors:
Michael Brady, Brid Quigley, Alan Holmes, Bryan Murphy, Dan Roitman (USA), Faramarz Romer (CAD), Patrick O’Brien.


image_1.jpg
If you would like clarification on any of the above, please do not hesitate to contact me.

Yours sincerely,
/s/ Edward Brady
EDWARD BRADY – SECRETARY & CRO
For and on behalf of
Greenlight Reinsurance Ireland DAC








Company Registration Number 475022

Directors:
Michael Brady, Brid Quigley, Alan Holmes, Bryan Murphy, Dan Roitman (USA), Faramarz Romer (CAD), Patrick O’Brien.

EX-19.1 9 exh191insidertradingpolicy.htm EX-19.1 Document


SECOND AMENDED AND RESTATED
GREENLIGHT CAPITAL RE, LTD.
POLICY PROHIBITING INSIDER TRADING
AND UNAUTHORIZED DISCLOSURE OF
INFORMATION TO OTHERS

This policy (the “Policy”) supersedes all previous insider trading policies and supplemental insider trading policies adopted by our board of directors.

Introduction

United States federal and state securities laws prohibit any person who is aware of material nonpublic information about a company from purchasing, selling or otherwise trading in securities of that company. These laws also prohibit a person from disclosing material nonpublic information to other persons who may trade or advise others to trade on the basis of that information.

Our board of directors has adopted this Policy to promote compliance with these laws and to protect you and our Company from the serious liabilities and penalties that can result from a violation of these laws.

It is your responsibility to comply with the securities laws and this Policy. If you have questions about this Policy, please contact our General Counsel. Information on how to contact the General Counsel is set forth under the heading “Company Assistance.”

Persons subject to this Policy

If you are an employee, officer, director or alternate director of Greenlight Capital Re, Ltd. (the “Company”) or any of its subsidiaries, then this Policy applies to you and your family members who reside with or are financially dependent on you, anyone else who lives with you and any other person or entity whose transactions in Company securities are directed by you or are subject to your influence or control (such as parents or children who consult with you before they trade in Company securities) (each an “Affiliated Covered Person”). The Company may also determine that other persons should be subject to this Policy, such as cedants, retrocessionaires, brokers or consultants who have access to material nonpublic information and who have been notified in writing by the General Counsel that this Policy applies to them (each, an “Unaffiliated Covered Person” and, together with Affiliated Covered Persons, “Covered Persons”).

Because of the small size of the Company, we assume that every Affiliated Covered Person has access to material nonpublic information about us. As a result, this Policy imposes additional restrictions (the “Additional Restrictions”) on your trading in Company securities than would be necessary under general U.S. federal and state securities laws for employees of the Company that did not have access to such information.





If you possess material nonpublic information regarding us at the time of your employment or other services with us terminate, you remain subject to this Policy until the information has been publicly announced by us or is no longer material; provided, however, that you are subject to the Additional Restrictions regardless of whether you possess material nonpublic information regarding us.

Core trading and disclosure restrictions

The following trading and disclosure restrictions apply to all Covered Persons:

•If you have material nonpublic information regarding us, you must not trade or advise anyone else to trade in our securities until such information has been publicly disclosed and a “trading window” has been opened.

•If you have material nonpublic information regarding any other company that you obtained from your employment, directorship or relationship with us, you must not trade or advise anyone else to trade in the securities of that other company until such information has been publicly disclosed.

•Do not share material nonpublic information with people in our Company whose jobs do not require them to have the information.

•Do not disclose any nonpublic information, material or otherwise, concerning the Company to anyone outside the Company, including family members, even if that person is expected to hold such information in confidence, unless required as part of your regular duties for the Company or authorized in writing by the General Counsel, and the person receiving the information has a reason to know the information for Company business purposes.

Additional Restrictions

In addition, the following Additional Restrictions apply to all Covered Persons:

•You may not trade in Company securities outside of a trading window. For purposes of this Policy, a “trading window” will commence after the close of trading two (2) full trading days following the Company’s widespread public release of quarterly operating results and end at the close of trading on the last business day of the third (3rd) month of the fiscal quarter; provided, however, notwithstanding the foregoing, the trading window will be closed on the first two (2) full trading days of each month of each fiscal year.

•Even during a trading window, you may not trade during a blackout period. You may not trade in Company securities during any special blackout periods that the General Counsel may designate with the prior written approval of the Chief Financial Officer or the Chief Executive Officer.
2




•You may not trade in Company securities during a trading window without prior written approval. During a trading window, you may trade in Company securities only after obtaining the written approval of the General Counsel. If you decide to engage in a transaction involving Company securities during a trading window, you must notify the General Counsel in writing of the amount and nature of the proposed trade(s) at least two (2) business days prior to the proposed transaction, and certify in writing that you are not in possession of material nonpublic information concerning the Company by executing and returning the Written Certification Form attached as Exhibit A hereto to the General Counsel. You must not engage in the transaction unless and until the General Counsel provides their approval in writing. Any determination by the General Counsel to disapprove a proposed trade will require the concurrence of the Chief Executive Officer or the Chief Financial Officer. The foregoing functions of the General Counsel will be undertaken by the Chief Financial Officer in the case of proposed trades by the General Counsel. Proposed trades by the Chief Executive Officer will require approval by any of (i) the General Counsel; (ii) the Chief Financial Officer or (iii) the Chairman of the Audit Committee of our board of directors. The existence of these approval procedures does not in any way obligate the General Counsel to approve any transaction.

If a proposed transaction receives pre-clearance, the pre-cleared trade must be effected within five (5) business days of receipt of pre-clearance and within an open trading window, unless an exception is granted or the person becomes aware of material nonpublic information before the trade is executed, in which case the pre-clearance is void and the trade must not be completed. Transactions not effected within the time limit and within an open trading window must be pre-cleared again prior to execution.

•You may not place Company securities in a margin account or pledge Company securities as collateral for any other loan. Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in Company securities, you are prohibited from holding Company securities in a margin account or otherwise pledging Company securities as collateral to secure loans. Notwithstanding the foregoing, any pledges (or hypothecations) of Company securities as collateral to secure a loan or other obligation or placements of Company securities in a margin account effected prior to the date of adoption of this Policy by any Covered Persons (and only such pledges (or hypothecations) and placements) shall not be subject to the prohibitions set forth in or be in violation of this section.

•You may not trade in puts or calls or engage in short sales with respect to Company securities, regardless of whether or not you have material nonpublic information. Trading in “puts” and “calls” (publicly traded options to sell or buy stock) and engaging in short sales are often perceived as involving insider trading and they may focus your attention on the Company’s short-term performance rather than its long-term objectives. In addition, Section 16(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) prohibits officers and directors from engaging in short sales. Therefore, transactions in puts, calls and other derivative securities with respect to Company securities on an exchange or in any other organized market are prohibited by this Policy, as are short sales of Company securities.
3




•You may not engage in hedging transactions with respect to Company securities, regardless of whether or not you have material nonpublic information. Certain forms of hedging transactions, such as zero-cost collars and forward sale contracts, allow a shareholder to lock in the value of their share holdings, often in exchange for all or a portion of any future appreciation in the shares. The shareholder is then no longer exposed to the full risks of share ownership and may no longer have the same objectives as the Company’s other shareholders. Therefore, hedging transactions are prohibited under this Policy.

Transactions covered by this Policy

This Policy applies to any gifts, purchase or sale of Company securities, including our ordinary shares, options to purchase our ordinary shares, any other type of securities that we may issue, such as preferred shares, convertible debentures and warrants, as well as exchange-traded options, other derivative securities, and puts, calls and short sales involving Company securities.

Notwithstanding this general rule, certain transactions under Company benefit plans are not prohibited by this Policy. These transactions are discussed in this Policy under the heading “Exceptions to this Policy for certain transactions under Company benefit plans.” In addition, trading in Company securities is not prohibited by this Policy if the trades are conducted pursuant to a pre-arranged trading plan that meets certain conditions. These types of plans are discussed in this Policy under the heading “Exceptions to this Policy for trades pursuant to prearranged trading plans.”

Definition of material nonpublic information

Material information. Information about our Company is “material” if there is a substantial likelihood that a reasonable shareholder or investor would consider it important in making a decision to buy, sell or hold our securities, or if the disclosure of the information would be expected to significantly alter the total mix of the information in the marketplace about us. In simple terms, material information is any type of information that could reasonably be expected to affect the market price of our securities. Both positive and negative information may be material. Information that could be material about our Company includes but is not limited to:

•financial performance and earnings releases (including projections and changes of previously announced earnings releases)

•a significant change in our operations, projections or strategic plans
4




•a potential merger, acquisition or tender offer

•a potential sale of significant assets or subsidiaries

•a Company restructuring

•investment returns

•significant related party transactions

•the gain or loss of a major cedant, retrocessionaire or broker relationship

•a new line of business, product or discovery

•a significant pricing change in our products or services

•a declaration of a share split, a public or private securities offering by us or a change in our dividend policies or amounts

•calls, redemptions or purchases of the Company’s securities by the Company

•a change in senior management or other major personnel changes

•an actual or threatened major lawsuit

•potential or imminent changes in the Company’s financial strength or credit rating by a rating agency

•bank borrowings or other financing transactions out of the ordinary course

•a significant cybersecurity breach

Nonpublic information. Nonpublic information is information that is not generally available to the investing public. If you are aware of material nonpublic information, you may not trade until the information has been widely disclosed to the public (for example, through a press release or a filing with the Securities and Exchange Commission (the “SEC”)) and the market has had sufficient time to absorb the information. For purposes of this Policy, information will generally be considered public after the second (2nd) full trading day following the Company’s public release of the information. For example, if we issued a press release on a Tuesday, the first (1st) day that trading could occur would be on Friday.

If you are not sure whether information is material or nonpublic, consult with the General Counsel for guidance before engaging in any transaction in Company securities. However, you may not trade in the Company’s securities even during a trading window without first obtaining authorization from the General Counsel and executing the Written Certification Form attached as Exhibit A.
5




Unauthorized disclosure of information

You are prohibited from disclosing to anyone inside or outside of the Company any nonpublic information obtained at or through the Company, except when such disclosure is part of your regular duties and is needed to enable the Company to carry out its business properly and effectively.

We are subject to laws that govern the timing of our disclosures of material information to the public and others. Only certain designated employees may discuss the Company with the news media, securities analysts and investors. All inquiries from outsiders regarding material nonpublic information about the Company should be forwarded to Karin Daly of The Equity Group Inc. Accordingly, when an inquiry is made by an outsider, the following response will generally be appropriate:

“As to these types of matters, the Company’s spokesperson is Karin Daly. If there is any comment, she would be the one to contact.”

The following procedures are appropriate in protecting the confidentiality of Company information: (i) avoid discussions of confidential matters in places where they might be overheard or otherwise disseminated; (ii) mark sensitive documents “confidential” and use sealed envelopes marked “confidential”; (iii) secure confidential documents and restrict the copying of sensitive documents; (iv) provide instructions to receptionists regarding outside inquiries; (v) use code names for sensitive projects; (vi) use passwords to restrict computer access; and (vii) do not use any Internet message boards or similar medium available to the public to post any unauthorized messages regarding the Company or our business, financial condition, employees, clients or other matters related to us.

Consequences of violating insider trading laws or this Policy

The consequences of violating the securities laws or this Policy can be severe. They include the following:

Civil and criminal penalties. If you violate the insider trading or tipping laws, you may be subject to:

•civil penalties
•criminal fines
•imprisonment.

In addition, the Company and/or the supervisors of a person who violates these laws may also be subject to civil or criminal penalties if they did not take appropriate steps to prevent illegal trading.
6




The size of the transaction or the amount of profit received need not be significant to result in prosecution. The SEC has the ability to monitor even the smallest trades, and the SEC performs routine market surveillance. Brokers and dealers are required by law to inform the SEC of any possible violations by people who may have material nonpublic information. The SEC aggressively investigates even minor insider trading violations.

Company discipline. If you violate this Policy, including the failure of executing and returning the Written Certification Form attached as Exhibit A to the General Counsel prior to any trade, or insider trading or tipping laws, you may be subject to disciplinary action by the Company, including termination for cause. A violation of our Company Policy is not necessarily the same as a violation of law and we may determine that specific conduct violates Company Policy, whether or not such conduct also violates the law. We are not required to await the filing or conclusion of a civil or criminal action against an alleged violator before taking any disciplinary action.

Reporting of violations. Any employee, officer or director who violates this Policy or any federal or state laws governing insider trading or tipping, or knows of any such violation by any other employee, officer or director, must report the violation immediately to the General Counsel.

Exceptions to this Policy for certain transactions under Company benefit plans

Certain transactions in Company securities under Company benefit plans are not prohibited by this Policy. These are:

Stock option exercises. This Policy does not apply to your exercise of an employee stock option. It also does not apply to your election to have the Company withhold shares subject to an option to satisfy tax withholding requirements. This Policy does apply, however, to sales of shares received upon exercise of an option, including any broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

Employee stock purchase plan. This Policy does not apply to purchases of Company stock in any employee stock purchase plan that may be adopted from time to time resulting from your periodic contribution of money to the plan pursuant to the election you made at the time of your enrollment in the plan. This Policy also does not apply to purchases of Company stock resulting from lump sum contributions to the plan, if any, provided that you elected to participate by lump-sum payment at the beginning of the applicable enrollment period. This Policy does apply to your election to participate in the plan, if any, for any enrollment period, and to your sales of Company securities purchased pursuant to the plan, if any.




7



Exception to this Policy for trades pursuant to pre-arranged trading plans

The trading restrictions in this Policy do not apply to trading in Company securities if the trades occur pursuant to a prearranged trading plan that has been pre-cleared by our General Counsel and adopted during a trading window. An SEC rule, Rule 10b5-1(c) of the Exchange Act, provides an affirmative defense from insider trading liability for trades that occur pursuant to a pre-arranged “trading plan” that meets certain conditions specified therein. You must pre-clear any such trading plan with our General Counsel and you must enter into the trading plan at a time when you are not aware of any material nonpublic information. As a condition to the approval of any such plan, the General Counsel may require the inclusion in the plan of any provisions deemed necessary or advisable to comply with the law and Company Policy, including but not limited to, the ability of the Company to suspend transactions under the plan if the General Counsel or our board of directors determines to do so. Any changes to a trading plan that has been approved by the General Counsel must also be approved by the Chief Financial Officer before any further transactions can be effected pursuant to the plan.

Exceptions to this Policy relating to the Additional Restrictions

In addition, specific exceptions to the Additional Restrictions may be made when the person requesting approval does not possess material nonpublic information, personal circumstances warrant the exception and the exception would not otherwise contravene the law or the purposes of this Policy. Any request for an exception should be directed to the General Counsel. Any request for an exception by a director or officer shall also require the pre-approval of the Audit Committee of our board of directors. Additionally, any modifications or edits to this Policy require General Counsel approval.

Company Assistance

If you have a question about this Policy or whether it applies to a particular transaction, please contact our General Counsel for additional guidance.



8



Exhibit A
Greenlight Capital Re, Ltd. (the “Company”)
Written Certification Form

Basic Information
Trade Information
Date:     Name:     
Number of Shares Held Before Trade:
    
Number of Options Held Before Trade: ________
Date of Last Trade: _______________
Nature of Last Trade:______________
Position with the Company: _______________

Section 16 Insider: ☐ Yes ☐No
    
Acquisition, Sale or Other Transfer of Shares:     ____

Exercise of Options: __________

Number of Shares/Principal Amount:      Nature of Trade: ____________

If this Trade (i.e., acquisition, disposition, sale or other transfer) will be effected indirectly (for example: (i) by or for my spouse or another family member; (ii) through an individual or entity who agreed with me to acquire or transfer the securities on my behalf; or (iii) by or for an entity of which I am a partner, director, officer, member, or 5% or greater stockholder), then, in addition to the above information, I have identified below the person through whom the Trade will be effected and my relationship with that person:

Name: _____________________
Relationship: ________________




I hereby submit the above information in compliance with the Second Amended and Restated Greenlight Capital Re, Ltd. Policy Prohibiting Insider Trading and Unauthorized Disclosure of Information to Others to certify that (a) I do not possess any material non-public information regarding the Company and (b) I will report any executed trade as promptly as practicable and in any event within one (1) trading day of execution to the General Counsel and understand and agree that, if applicable, a Form 4 will be prepared for my signature or the signature of my attorney-in-fact and filing with the Securities and Exchange Commission.



I certify that the above information is accurate and complete.
X     
(Signature)

Name: __________    Date: __________




Please return this Written Certification Form to the General Counsel.




The Following Portion to Be Completed by the General Counsel:

Date of Receipt of the Written Certification Form: __________

I ☐ approve / ☐ disapprove the Trade proposed in this Written Certification Form.

X     
(Signature)

Name: __________    Date: __________

The Following Portion to Be Completed by the Chief Executive Officer or Chief Financial Officer if the General Counsel Disapproved the Trade:

I concur with the disapproval of the Trade proposed in this Written Certification Form.

X     
(Signature)

Name: __________    Date: __________

EX-21.1 10 exhibit211subsidiaries2024.htm EX-21.1 Document

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT
As of December 31, 2024


Full Name of Subsidiary Place of Incorporation
Greenlight Reinsurance, Ltd. Cayman Islands
Greenlight Reinsurance Ireland, Designated Activity Company Ireland
Greenlight Re Marketing (UK) Limited United Kingdom
Verdant Holding Company, Ltd. Delaware
Greenlight Re Corporate Member Ltd. United Kingdom
Viridis Re SPC, Ltd. Cayman Islands
Greenlight Re Ireland Services Limited
Ireland


EX-23.1 11 exh231deloitteconsent2024.htm EX-23.1 Document

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-280421 on Form S-3 and Registration Statement No. 333-273538 on Form S-8 of our reports dated March 10, 2025, relating to the financial statements of Greenlight Capital Re, Ltd. and the effectiveness of the Greenlight Capital Re, Ltd.’s internal control over financial reporting appearing in this Annual Report on Form 10-K of Greenlight Capital Re, Ltd. for the year ended December 31, 2024.


/s/ Deloitte Ltd.
_______________________________

Hamilton, Bermuda
March 10, 2025



EX-23.2 12 exh232eyconsentfor2024.htm EX-23.2 Document


Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement Form S-3 (No. 333-280421) and Form S-8 (No. 333-273538) of Greenlight Capital Re, Ltd. and in the related Prospectus of our report dated March 10, 2025, with respect to the financial statements of Solasglas Investments, LP, included in this Annual Report (Form 10-K filing) for the year ended December 31, 2024.


/s/ Ernst & Young Ltd.
Grand Cayman, Cayman Islands
March 10, 2025





EX-31.1 13 glre-20241231exhibit311.htm EX-31.1 Document

EXHIBIT 31.1  

CERTIFICATION OF
CHIEF EXECUTIVE OFFICER OF
GREENLIGHT CAPITAL RE, LTD.

I, Gregory Richardson, certify that:
1.
I have reviewed this annual report report on Form 10-K of Greenlight Capital Re, Ltd.;
2. Based on my knowledge, this 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 periods covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4. The registrant’s other certifying officer 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 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 report based on such evaluation; and 

d) Disclosed in this 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 officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors 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: March 10, 2025 /s/ GREGORY RICHARDSON
    Gregory Richardson
Chief Executive Officer
(principal executive officer)
   

EX-31.2 14 glre-20241231exhibit312.htm EX-31.2 Document

 EXHIBIT 31.2 

CERTIFICATION OF
CHIEF FINANCIAL OFFICER OF
GREENLIGHT CAPITAL RE, LTD.

I, Faramarz Romer, certify that:
1.
I have reviewed this annual report report on Form 10-K of Greenlight Capital Re, Ltd.;
2. Based on my knowledge, this 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 periods covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4. The registrant’s other certifying officer 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 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 report based on such evaluation; and 

d) Disclosed in this 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 officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors 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: March 10, 2025 /s/ FARAMARZ ROMER
    Faramarz Romer
    Chief Financial Officer
(principal financial officer)

EX-32.1 15 glre-20241231exhibit321.htm EX-32.1 Document

EXHIBIT 32.1   
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER OF
GREENLIGHT CAPITAL RE, LTD.  


This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the annual report on Form 10-K (the "Form 10-K") for the period ended December 31, 2024 of Greenlight Capital Re, Ltd. (the "Issuer"). 

I, Gregory Richardson, the Principal Executive Officer of the Issuer, certify that to the best of my knowledge: 

1. The Form 10-K fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)), as amended; and 

2. The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Issuer. 


Dated: March 10, 2025 /s/ GREGORY RICHARDSON
    Gregory Richardson
Chief Executive Officer
(principal executive officer)
 


EX-32.2 16 glre-20241231exhibit322.htm EX-32.2 Document

EXHIBIT 32.2  
CERTIFICATION OF
CHIEF FINANCIAL OFFICER OF
GREENLIGHT CAPITAL RE, LTD.  


This certification is provided pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and accompanies the annual report on Form 10-K (the ‘‘Form 10-K’’) for the period ended December 31, 2024 of Greenlight Capital Re, Ltd. (the ‘‘Issuer’’). 

I, Faramarz Romer, the Principal Financial Officer of the Issuer, certify that to the best of my knowledge: 

1. The Form 10-K fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)), as amended; and 

2. The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Issuer.  


Dated: March 10, 2025 /s/ FARAMARZ ROMER
    Faramarz Romer
Chief Financial Officer
(principal financial officer)
 


EX-99.1 17 solasglasinvestmentslp20.htm EX-99.1 solasglasinvestmentslp20
F I N A N C I A L S T A T E M E N T S Solasglas Investments, LP For the years ended December 31, 2024, 2023 and 2022 With Report of Independent Auditors DME Advisors, LP (the “Manager”) is registered as a Commodity Pool Operator (“CPO”) under the United States Commodity Exchange Act. A claim of exemption for this pool pursuant to Commodity Futures Trading Commission (“CFTC”) Regulation 4.7 has been made with respect to Solasglas Investments, LP (the “Partnership”) by the Manager. The exemption relieves the Partnership of certain disclosure and reporting obligations under Regulation 4.22 of the CFTC.


 
Solasglas Investments, LP Financial Statements As of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022 Contents Affirmation of the Commodity Pool Operator……………………………………………… 1 Report of Independent Auditors………………………….…………………………………. 2 Statements of Financial Condition.…………………...…………………….…………...…... 3 Condensed Schedules of Investments……………………………………….………………. 4 Statements of Operations and Performance Allocation……………………………………... 15 Statements of Changes in Partners’ Capital…………………………………………………. 16 Statements of Cash Flows…………………………………………………...………………. 17 Notes to Financial Statements………………………………………………...………...…... 18


 
1 AFFIRMATION OF THE COMMODITY POOL OPERATOR DME Advisors, LP being the Manager and the Commodity Pool Operator for Solasglas Investments, LP (the “Partnership”), hereby affirms that the attached hereto is a copy of the audited financial statements of the Partnership for the years ended December 31, 2024, 2023 and 2022 and that, to the best of the undersigned’s knowledge and belief, the information contained therein is accurate and complete. ________________________ Barrett C. Brown Chief Financial Officer of DME Advisors, LP, the Manager and Commodity Pool Operator for Solasglas Investments, LP


 
2 A member firm of Ernst & Young Global Limited Ernst & Young Ltd. 62 Forum Lane Camana Bay P.O. Box 510 Grand Cayman KY1-1106 CAYMAN ISLANDS Main tel: +1 345 949 8444 Fax: +1 345 949 8529 ey.com Report of Independent Registered Public Accounting Firm The General Partner Solasglas Investments, LP Opinion on the Financial Statements We have audited the accompanying statements of financial condition of Solasglas Investments, LP (the “Partnership”), including the condensed schedules of investments, as of December 31, 2024 and 2023, the related statements of operations and performance allocation, changes in partners’ capital and cash flows for the years ended December 31, 2024, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Partnership at December 31, 2024 and 2023, and the results of its operations, changes in its partners’ capital and its cash flows for the years ended December 31, 2024, 2023 and 2022 in conformity with U.S. generally accepted accounting principles. Basis of Opinion These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. We have served as the Partnership’s auditor since 2018. March 10, 2025


 
Solasglas Investments, LP Statements of Financial Condition December 31, 2024 and 2023 (In U.S. Dollars) 3 2024 2023 Assets Investments, at fair value (cost of $408,026,456 and $275,467,994, respectively) $ 504,827,704 $ 453,358,240 Due from brokers 188,295,672 121,754,095 Cash and cash equivalents 40,354,341 - Derivative contracts, at fair value (cost of $8,766,933 and $5,783,444, respectively) 8,925,454 11,167,396 Interest and dividends receivable 1,535,710 1,143,053 Total assets 743,938,881 587,422,784 Liabilities and partners’ capital Liabilities Investments sold short, at fair value (proceeds of $242,342,118 and $172,243,571, respectively) 234,976,988 197,571,457 Derivative contracts, at fair value (proceeds of $1,055,514 and $8,117,870, respectively) 4,451,783 12,916,712 Capital withdrawals payable 4,000,000 1,000,000 Interest and dividends payable 3,217,511 2,315,188 Due to brokers - 17,397,796 Accrued expenses and other liabilities 180,221 247,303 Total liabilities 246,826,503 231,448,456 Partners’ capital 497,112,378 355,974,328 Total liabilities and partners’ capital $ 743,938,881 $ 587,422,784 See accompanying notes to financial statements.


 
Description Level 1 Level 2 Level 3 Investments: Common stock: United States of America: Consumer discretionary: 826,216 Green Brick Partners, Inc. 46,668,307$ -$ -$ 9.4 % 46,668,307$ Other 54,572,744 - - 11.0 54,572,744 Energy 30,080,212 - - 6.1 30,080,212 Financial 18,279,509 - - 3.7 18,279,509 Healthcare 38,407,412 - - 7.7 38,407,412 Industrials: 2,235,720 CNH Industrial NV 25,330,708 - - 5.1 25,330,708 Other 4,971,535 - - 1.0 4,971,535 Materials 4,100,074 - - 0.8 4,100,074 Technology: 834,154 Kyndryl Holdings, Inc. 28,861,728 - - 5.8 28,861,728 Other 17,025,782 - - 3.4 17,025,782 Total United States of America (cost $185,138,798) 268,298,011 - - 54.0 268,298,011 Belgium: Materials: 1,282,530 Solvay SA 41,380,945 - - 8.3 41,380,945 Other 1,047,715 - - 0.2 1,047,715 Total Belgium (cost $41,460,428) 42,428,660 8.5 42,428,660 Bermuda: Energy (cost $18,782,160) 17,527,463 - - 3.5 17,527,463 Canada: Materials (cost $4,734,906) 7,674,025 - - 1.5 7,674,025 Germany: Consumer discretionary 6,138,224 - - 1.2 6,138,224 Materials 21,826,432 - - 4.4 21,826,432 Total Germany (cost $32,002,873) 27,964,656 - - 5.6 27,964,656 Great Britain: Consumer discretionary (cost $8,798,834) 11,031,403 - - 2.2 11,031,403 Greece: Utilities (cost $6,233,156) 7,893,961 - - 1.6 7,893,961 Israel: Healthcare (cost $1,560,609) 2,306,927 - - 0.5 2,306,927 Solasglas Investments, LP Condensed Schedules of Investments Number of Units Fair Value Hierarchy Fair Value December 31, 2024 % of Partners' Capital (In U.S. Dollars) 4


 
Description Level 1 Level 2 Level 3 Investments (continued): Common stock (continued): Netherlands: Consumer discretionary 6,798,416$ -$ -$ 1.4 % 6,798,416$ Healthcare 9,854,157 - - 2.0 9,854,157 Total Netherlands (cost $18,085,090) 16,652,573 - - 3.4 16,652,573 Norway: Energy (cost $366,143) 377,918 - - 0.1 377,918 Switzerland: Communication services (cost $9,632,216) 8,748,506 - - 1.8 8,748,506 Total common stock (cost $326,795,213) 410,904,103 - - 82.7 410,904,103 Commodities: 21,402 Gold (cost $45,291,421) 56,142,551 - - 11.3 56,142,551 Sovereign bonds: Argentina: Financial (cost $10,283,040) - 12,711,087 - 2.6 12,711,087 Lebanon: Financial (cost $2,346,928) - 2,445,843 - 0.5 2,445,843 Total sovereign bonds (cost $12,629,968) - 15,156,930 - 3.1 15,156,930 Exchange-traded funds: Commodities 7,023,495 1.4 7,023,495 Equity indices 2,625,579 - - 0.5 2,625,579 Total exchange-traded funds (cost $7,878,259) 9,649,074 - - 1.9 9,649,074 Corporate bonds: United States of America: Consumer staples - 673,539 - 0.1 673,539 Industrials - 29,744 - 0.0 29,744 Total corporate bonds (cost $4,081,185) - 703,283 - 0.1 703,283 Private equity: United States of America: Technology - - - 0.0 - Total private equity (cost $163,586) - - - 0.0 - Total investments subject to fair value hierarchy (cost $396,839,632) 476,695,728$ 15,860,213$ -$ 99.1 % 492,555,941$ Solasglas Investments, LP Condensed Schedules of Investments (continued) Number of Units Fair Value Hierarchy Fair Value December 31, 2024 % of Partners' Capital (In U.S. Dollars) 5


 
Description Level 1 Level 2 Level 3 Investments (continued): Investment funds (1): United States of America: Consumer discretionary 0.5 % 2,500,000$ Consumer staples 0.0 21,957 Energy 0.6 3,094,575 Technology 0.5 2,592,020 Cayman Islands: Financial 0.8 3,870,998 Materials 0.1 192,213 Total investment funds (cost $11,186,824) 2.5 12,271,763 Total investments (cost $408,026,456) 101.6 % 504,827,704$ Derivative contract assets: Put options: United States of America: Consumer discretionary -$ 1,888,249$ -$ 0.4 % 1,888,249$ Technology - 1,779,453 - 0.4 1,779,453 Total put options (cost $3,225,208) - 3,667,702 - 0.8 3,667,702 Call options: Commodities (cost $4,316,624) - 3,340,573 - 0.7 3,340,573 United States of America: Technology - 20,825 - 0.0 20,825 Canada: Materials - 3,029 - 0.0 3,029 Total call options (cost $5,139,561) - 3,364,427 - 0.7 3,364,427 Total return swaps - short exposure: Spain: Utilities - 1,294,101 - 0.3 1,294,101 (1) The Partnership’s investments in investment funds that are valued at their net asset value as reported by the underlying funds are not categorized within the fair value hierarchy. See Note 2. Solasglas Investments, LP Condensed Schedules of Investments (continued) December 31, 2024 % of Partners' Capital Number of Units Fair Value Hierarchy Fair Value (In U.S. Dollars) 6


 
Description Level 1 Level 2 Level 3 Derivative contract assets (continued): Total return swaps - long exposure: Price indices -$ 24,158$ -$ 0.0 % 24,158$ United States of America: Financial - 204,498 - 0.1 204,498 Germany: Materials - 65,939 - 0.0 65,939 Total total return swaps - long exposure - 294,595 - 0.1 294,595 Credit default swaps - sell protection: Corporate (cost $402,164) - 170,212 - 0.0 170,212 Forward contracts: Foreign exchange - 134,417 - 0.0 134,417 Total derivative contract assets (cost $8,766,933) -$ 8,925,454$ -$ 1.9 % 8,925,454$ Solasglas Investments, LP Condensed Schedules of Investments (continued) December 31, 2024 (In U.S. Dollars) % of Partners' Capital Number of Units Fair Value Hierarchy Fair Value 7


 
Description Level 1 Level 2 Level 3 Investments sold short: Common stock: United States of America: Communication services 16,403,723$ -$ -$ 3.3 % 16,403,723$ Consumer discretionary 59,584,377 - - 12.0 59,584,377 Consumer staples 7,288,683 - - 1.5 7,288,683 Energy 653,067 - - 0.1 653,067 Financial 44,417,761 - - 8.9 44,417,761 Healthcare 14,861,488 - - 3.0 14,861,488 Industrials 11,037,567 - - 2.2 11,037,567 Materials 2,320,184 - - 0.5 2,320,184 Real estate 15,764,482 - - 3.2 15,764,482 Technology 35,473,430 - - 7.1 35,473,430 Utilities 1,265,248 - - 0.3 1,265,248 Total United States of America (proceeds $204,992,022) 209,070,010 - - 42.1 209,070,010 Canada: Financial (proceeds $7,416,117) 8,085,594 - - 1.6 8,085,594 Total common stock (proceeds $212,408,139) 217,155,604 - - 43.7 217,155,604 Exchange-traded funds: Commodities 293,502 - - 0.1 293,502 Equity indices 17,527,882 - - 3.5 17,527,882 Total exchange-traded funds (proceeds $29,933,979) 17,821,384 - - 3.6 17,821,384 Total investments sold short (proceeds $242,342,118) 234,976,988$ -$ -$ 47.3 % 234,976,988$ (In U.S. Dollars) Solasglas Investments, LP Condensed Schedules of Investments (continued) December 31, 2024 Fair Value Hierarchy Fair Value Number of Units % of Partners' Capital 8


 
Description Level 1 Level 2 Level 3 Derivative contract liabilities: Total return swaps - long exposure: Price indices -$ 1,581,749$ -$ 0.3 % 1,581,749$ United States of America: Financial - 517,696 - 0.1 517,696 Technology - 30,256 - 0.0 30,256 Total total return swaps - long exposure (cost $176) - 2,129,701 - 0.4 2,129,701 Total return swaps - short exposure: Australia: Consumer discretionary - 1,378,813 - 0.3 1,378,813 Put options: United States of America: Consumer discretionary - 651,578 - 0.1 651,578 Commodities - 291,691 - 0.1 291,691 Total put options (proceeds $1,055,690) - 943,269 - 0.2 943,269 Total derivative contract liabilities (proceeds $1,055,514) -$ 4,451,783$ -$ 0.9 % 4,451,783$ See accompanying notes to financial statements. Fair Value Hierarchy Fair Value (In U.S. Dollars) Solasglas Investments, LP Condensed Schedules of Investments (continued) December 31, 2024 % of Partners' Capital Number of Units 9


 
Description Level 1 Level 2 Level 3 Investments: Common stock: United States of America: Consumer discretionary: Green Brick Partners, Inc.: 1,804,030 Common stock 93,696,683$ -$ -$ 26.3 % 93,696,683$ 937,500 Common stock subject to the Forward Transaction (Note 4) 48,693,750 - - 13.7 48,693,750 Forward Transaction (Note 4) - (5,434,154) - (1.5) (5,434,154) Total Green Brick Partners, Inc. 142,390,433 (5,434,154) - 38.5 136,956,279 Energy: 343,633 CONSOL Energy, Inc. 34,545,425 - - 9.7 34,545,425 Other 18,445,484 - - 5.2 18,445,484 Financial: 453,406 Brighthouse Financial, Inc. 23,994,246 - - 6.7 23,994,246 Other 11,967,581 - - 3.3 11,967,581 Healthcare 18,807,280 - - 5.3 18,807,280 Industrials 21,204,867 - - 5.9 21,204,867 Materials 10,564,744 - - 3.0 10,564,744 Technology: 921,284 Kyndryl Holdings, Inc. 19,144,282 - - 5.4 19,144,282 Other 1,263,635 - - 0.4 1,263,635 Total United States of America (cost $143,728,010) 302,327,977 (5,434,154) - 83.4 296,893,823 Bermuda: Energy (cost $6,852,259) 7,468,293 - - 2.1 7,468,293 Canada: Financial 4,982,414 - - 1.4 4,982,414 Materials 13,299,673 - - 3.8 13,299,673 Total Canada (cost $12,263,572) 18,282,087 - - 5.2 18,282,087 Germany: Consumer discretionary: 245,198 Vitesco Technologies Group AG (cost $16,030,462) 23,295,718 - - 6.6 23,295,718 Great Britain: Healthcare (cost $11,051,484) 10,833,839 - - 3.0 10,833,839 Greece: Utilities (cost $4,216,027) 5,830,803 - - 1.6 5,830,803 Italy: Materials (cost $3,805,074) 7,176,754 - - 2.0 7,176,754 Netherlands: Healthcare (cost $4,653,831) 3,731,670 - - 1.1 3,731,670 Solasglas Investments, LP Condensed Schedules of Investments (continued) Number of Units Fair Value Hierarchy Fair Value December 31, 2023 % of Partners' Capital (In U.S. Dollars) 10


 
Description Level 1 Level 2 Level 3 Investments (continued): Common stock (continued): Norway: Energy (cost $430,937) 517,852$ -$ -$ 0.2 % 517,852$ Total common stock (cost $203,031,656) 379,464,993 (5,434,154) - 105.2 374,030,839 Exchange-traded funds: Commodities: 137,523 SPDR Gold Trust 26,290,272 - - 7.4 26,290,272 Other 10,545,804 - - 2.9 10,545,804 Equity indices 6,374,561 - - 1.8 6,374,561 Total exchange-traded funds (cost $37,050,475) 43,210,637 - - 12.1 43,210,637 Commodities: 12,336 Gold (cost $22,962,782) 25,453,043 - - 7.1 25,453,043 Corporate bonds: United States of America: Consumer staples - 493,559 - 0.1 493,559 Energy - 190,286 - 0.1 190,286 Industrials - 936,000 - 0.3 936,000 Total corporate bonds (cost $4,139,814) - 1,619,845 - 0.5 1,619,845 Private equity: United States of America: Healthcare (cost $202,928) - - 39,342 0.0 39,342 Total investments subject to fair value hierarchy (cost $267,387,655) 448,128,673$ (3,814,309)$ 39,342$ 124.9$ % 444,353,706$ Investment funds (1): United States of America: Consumer staples 0.0 % 23,412$ Energy 0.9 3,218,972 Technology 0.4 1,709,744 Cayman Islands: Financial 1.1 3,872,450 Materials 0.1 179,956 Total investment funds (cost $8,080,339) 2.5 9,004,534 Total investments (cost $275,467,994) 127.4 % 453,358,240$ (1) The Partnership’s investments in investment funds that are valued at their net asset value as reported by the underlying funds are not categorized within the fair value hierarchy. See Note 2. Solasglas Investments, LP Condensed Schedules of Investments (continued) Number of Units Fair Value Hierarchy Fair Value December 31, 2023 % of Partners' Capital (In U.S. Dollars) 11


 
Description Level 1 Level 2 Level 3 Derivative contract assets: Total return swaps - long exposure: Price indices -$ 5,304,605$ -$ 1.5 % 5,304,605$ United States of America: Financial: 541,745 Brighthouse Financial, Inc. - 2,742,292 - 0.8 2,742,292 Great Britain: Industrials - 1,105,835 - 0.3 1,105,835 Total total return swaps - long exposure (cost $1,722) - 9,152,732 - 2.6 9,152,732 Put options: Foreign exchange - 54,055 - 0.0 54,055 Other - 1,261,736 - 0.4 1,261,736 Total put options (cost $1,971,334) - 1,315,791 - 0.4 1,315,791 Call options: Commodities - 192,250 - 0.0 192,250 Foreign exchange - 20,511 - 0.0 20,511 Interest rates - 137,054 - 0.0 137,054 Other - 35,326 - 0.0 35,326 Total call options (cost $3,408,224) - 385,141 - 0.0 385,141 Credit default swaps - sell protection: Corporate (cost $402,164) - 247,168 - 0.1 247,168 Total return swaps - short exposure: Spain: Utilities - 66,564 - 0.0 66,564 Total derivative contract assets (cost $5,783,444) -$ 11,167,396$ -$ 3.1 % 11,167,396$ Solasglas Investments, LP Condensed Schedules of Investments (continued) December 31, 2023 % of Partners' Capital Number of Units Fair Value Hierarchy Fair Value (In U.S. Dollars) 12


 
Description Level 1 Level 2 Level 3 Investments sold short: Common stock: United States of America: Communication services 10,105,785$ -$ -$ 2.8 % 10,105,785$ Consumer discretionary 24,711,745 - - 6.9 24,711,745 Consumer staples 13,158,716 - - 3.7 13,158,716 Energy 151,386 - - 0.1 151,386 Financial 47,408,066 - - 13.3 47,408,066 Healthcare 4,427,337 - - 1.2 4,427,337 Industrials 27,875,890 - - 7.8 27,875,890 Materials 2,402,154 - - 0.7 2,402,154 Real estate 6,694,376 - - 1.9 6,694,376 Technology 41,589,583 - - 11.7 41,589,583 Utilities 3,490,992 - - 1.0 3,490,992 Total United States of America (proceeds $157,048,089) 182,016,030 - - 51.1 182,016,030 Canada: Consumer discretionary 1,160,945 - - 0.3 1,160,945 Financial 3,553,769 - - 1.0 3,553,769 Industrials 858,762 - - 0.3 858,762 Total Canada (proceeds $6,544,449) 5,573,476 - - 1.6 5,573,476 Luxembourg: Technology (proceeds $3,906,635) 5,474,017 - - 1.5 5,474,017 Sweden: Real estate (proceeds $2,230,221) 2,990,244 - - 0.8 2,990,244 Total common stock (proceeds $169,729,394) 196,053,767 - - 55.0 196,053,767 Exchange-traded funds: Equity indices 770,002 - - 0.3 770,002 Other 747,688 - - 0.2 747,688 Total exchange-traded funds (proceeds $2,514,177) 1,517,690 - - 0.5 1,517,690 Total investments sold short (proceeds $172,243,571) 197,571,457$ -$ -$ 55.5 % 197,571,457$ (In U.S. Dollars) Solasglas Investments, LP Condensed Schedules of Investments (continued) December 31, 2023 Fair Value Hierarchy Fair Value Number of Units % of Partners' Capital 13


 
Description Level 1 Level 2 Level 3 Derivative contract liabilities: Credit default swaps - buy protection: Corporate (proceeds $7,339,478) -$ 7,333,017$ -$ 2.1 % 7,333,017$ Total return swaps - short exposure: Equity indices - 2,572,854 - 0.7 2,572,854 Great Britain: Utilities - 737,941 - 0.2 737,941 Total total return swaps - short exposure (proceeds $0) - 3,310,795 - 0.9 3,310,795 Futures contracts: Commodities (cost $754) 1,158,159 - - 0.3 1,158,159 Total return swaps - long exposure: Price indices - 343,036 - 0.1 343,036 Great Britain: Financial - 277,178 - 0.1 277,178 Total total return swaps - long exposure (cost $1,012) - 620,214 - 0.2 620,214 Call options: Foreign exchange (proceeds $152,250) - - - 0.0 - United States of America: Consumer discretionary (proceeds $460,660) - 427,968 - 0.1 427,968 Put options: Foreign exchange - 46,498 - 0.0 46,498 United States of America: Consumer discretionary - 20,061 - 0.0 20,061 Total put options (proceeds $167,248) - 66,559 - 0.0 66,559 Total derivative contract liabilities (proceeds $8,117,870) 1,158,159$ 11,758,553$ -$ 3.6 % 12,916,712$ See accompanying notes to financial statements. Fair Value Hierarchy Fair Value (In U.S. Dollars) Solasglas Investments, LP Condensed Schedules of Investments (continued) December 31, 2023 % of Partners' Capital Number of Units 14


 
Solasglas Investments, LP Statements of Operations and Performance Allocation For the years ended December 31, 2024, 2023 and 2022 (In U.S. Dollars) 15 2024 2023 2022 Investment income Interest $ 14,103,011 $ 9,211,136 $ 2,389,894 Dividends, net of withholding taxes of $792,526, $451,918 and $468,726, respectively 3,107,529 1,869,248 1,585,558 Total investment income 17,210,540 11,080,384 3,975,452 Expenses Management fee 6,074,038 4,766,322 3,580,408 Dividends 4,592,832 2,801,935 1,373,924 Interest 4,364,551 6,969,313 1,949,566 Research and operating 1,567,663 1,749,615 988,163 Total expenses 16,599,084 16,287,185 7,892,061 Net investment income/(loss) 611,456 (5,206,801) (3,916,609) Realized and change in unrealized gains/(losses) on investment transactions Net realized gains/(losses) on Investments 98,471,131 (4,935,144) 63,980,470 Derivative contracts (including $5,181,881, $13,774,756 and $6,623,587 respectively, on commodity interest positions) (1,064,438) 3,877,007 10,731,736 Currencies 457,468 (335,676) 459,779 Net realized gains/(losses) 97,864,161 (1,393,813) 75,171,985 Net change in unrealized (depreciation)/appreciation on Investments (48,395,982) 64,396,113 2,162,960 Derivative contracts (including $(2,852,120), $(2,485,433), and $2,937,645 respectively, on commodity interest positions) (3,822,858) (8,349,910) 10,115,502 Currencies 5,903,313 (767,841) (392,809) Net change in unrealized (depreciation)/appreciation (46,315,527) 55,278,362 11,885,653 Net gain on investment transactions 51,548,634 53,884,549 87,057,638 Net increase in partners’ capital resulting from operations before performance allocation 52,160,090 48,677,748 83,141,029 Performance allocation allocated to the General Partner 3,733,934 3,188,442 6,093,839 Net increase in partners’ capital resulting from operations after performance allocation $ 48,426,156 $ 45,489,306 $ 77,047,190 See accompanying notes to financial statements.


 
Solasglas Investments, LP Statements of Changes in Partners’ Capital For the years ended December 31, 2024, 2023 and 2022 (In U.S. Dollars) 16 General Partner Limited Partners Total Balance, December 31, 2021 $ 51,139,901 $ 183,590,930 $ 234,730,831 Capital contributions - 65,126,729 65,126,729 Capital withdrawals (454,000) (125,364,958) (125,818,958) Allocation of net increase in partners’ capital resulting from operations 22,202,639 60,938,390 83,141,029 Performance allocation 6,093,839 (6,093,839) - Balance, December 31, 2022 $ 78,982,379 $ 178,197,252 $ 257,179,631 Capital contributions $ - $ 125,993,509 $ 125,993,509 Capital withdrawals (1,880,000) (73,996,560) (75,876,560) Allocation of net increase in partners’ capital resulting from operations 16,793,331 31,884,417 48,677,748 Performance allocation 3,188,442 (3,188,442) - Balance, December 31, 2023 $ 97,084,152 $ 258,890,176 $ 355,974,328 Capital contributions $ - $ 128,647,960 $ 128,647,960 Capital withdrawals (5,670,000) (34,000,000) (39,670,000) Allocation of net increase in partners’ capital resulting from operations 14,820,755 37,339,335 52,160,090 Performance allocation 3,733,934 (3,733,934) - Balance, December 31, 2024 $ 109,968,841 $ 387,143,537 $ 497,112,378 See accompanying notes to financial statements.


 
Solasglas Investments, LP Statements of Cash Flows For the years ended December 31, 2024, 2023 and 2022 (In U.S. Dollars) 17 2024 2023 2022 Cash flows from operating activities Net increase in partners’ capital resulting from operations before performance allocation $ 52,160,090 $ 48,677,748 $ 83,141,029 Adjustments to reconcile net increase in partners’ capital resulting from operations before performance allocation to net cash provided by/(used in) operating activities: Net realized (gain)/loss on investments and derivative contracts (97,406,693) 1,058,137 (74,712,206) Net change in unrealized depreciation/(appreciation) on investments and derivative contracts 52,218,840 (56,046,203) (12,278,462) Purchases of investments (625,114,266) (318,554,317) (376,796,810) Proceeds from sales of investments 494,805,524 303,124,540 236,929,655 Proceeds from investments sold short 534,504,133 404,973,789 642,786,664 Purchases to cover investments sold short (368,184,175) (440,446,338) (416,622,945) Purchases of derivative contracts (62,271,292) (30,183,169) (14,951,521) Proceeds from sales of derivative contracts 51,161,009 32,563,952 25,982,999 Changes in operating assets and liabilities: Due from brokers (66,541,577) (12,585,242) (24,393,886) Interest and dividends receivable (392,657) (616,407) (497,894) Interest and dividends payable 902,323 1,555,588 179,374 Due to brokers (17,397,796) 15,347,372 2,050,424 Accrued expenses and other liabilities (67,082) 88,601 (199,192) Net cash provided by/(used in) operating activities (51,623,619) (51,041,949) 70,617,229 Cash flows from financing activities Capital contributions 128,647,960 125,993,509 65,126,729 Capital withdrawals (36,670,000) (74,951,560) (135,743,958) Net cash provided by/(used in) financing activities 91,977,960 51,041,949 (70,617,229) Net increase in cash and cash equivalents 40,354,341 - - Cash and cash equivalents, beginning of year - - - Cash and cash equivalents, end of year $ 40,354,341 $ - $ - Supplemental disclosure of cash flow information Cash paid during the year for interest $ 4,602,437 $ 7,224,658 $ 2,235,725 See accompanying notes to financial statements.


 
Solasglas Investments, LP Notes to Financial Statements December 31, 2024, 2023 and 2022 (In U.S. Dollars) 18 1. Organization Solasglas Investments, LP (the “Partnership”) is an exempted Cayman Islands limited partnership formed on August 17, 2018 and commenced operations on September 1, 2018. The Partnership is registered with the Cayman Islands Monetary Authority under the Cayman Islands Mutual Funds Act. The Partnership will continue until terminated, wound up or dissolved in accordance with the Partnership Agreement (the “Agreement”). DME Advisors, LP (the “Manager”) is registered as an investment adviser under the Investment Advisers Act of 1940 with the U.S. Securities and Exchange Commission, and serves as the investment manager of the Partnership. DME Advisors II, LLC (the “General Partner”), is the general partner. Morgan Stanley Fund Services (Cayman) Ltd. serves as the administrator of the Partnership pursuant to an administration agreement. Effective October 5, 2023, the Manager registered with the U.S. Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator and is a member of the National Futures Association. The Manager relies on the exemptive relief provided by CFTC Regulation 4.7 with respect to certain reporting requirements. The Partnership was organized to invest and trade in securities and other investment vehicles and instruments. The Manager is a value-oriented investment management firm that primarily invests and trades in long and short publicly listed equity securities, as well as distressed debt when cyclically attractive. The primary investment objective of the Partnership is to achieve capital appreciation by buying securities with trading values materially lower than their intrinsic values and by selling short securities with trading values materially higher than their intrinsic values. The Partnership aims to achieve high absolute rates of return while minimizing the risk of capital loss. There can be no assurance that such investment objective will be achieved, and investment results may vary substantially. The Partnership was created primarily for the benefit of Greenlight Reinsurance, Ltd. (“GLRE”) and Greenlight Reinsurance Ireland, Designated Activity Company (collectively with GLRE, the “Limited Partners”) and the General Partner (and collectively with the Limited Partners, the “Partners”).


 
Solasglas Investments, LP Notes to Financial Statements (continued) 19 2. Significant Accounting Policies Basis of Presentation The Partnership is an investment company which applies the specialized accounting and reporting requirements for investment companies. The financial statements have been prepared in accordance with the relevant articles of Regulation S-X, CFTC guidance and accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are expressed in United States (“U.S.”) dollars. Certain prior period amounts may be reclassified to conform to the current presentation, with no effect on the Partnership’s assets, liabilities, partners’ capital, results of operations or cash flows. The Partnership, along with other funds managed by the Manager or its affiliates, may utilize special purpose entities (“SPEs”) for tax, regulatory or other purposes. The underlying investments held by SPEs are included within the condensed schedules of investments and reflect the Partnership’s proportionate share of each such underlying investment. All investments held by the SPEs are for the benefit of the Partnership, along with other funds managed by the Manager or its affiliates and they conduct no other business. Cash and Cash Equivalents The Partnership considers all highly-liquid investments, with original maturities of less than 90 days that are not held for sale in the ordinary course of business, as cash equivalents. Cash and cash equivalents held at financial institutions, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation. At December 31, 2024 cash and cash equivalents consist of investments in the Morgan Stanley Institutional Liquidity Funds Government Portfolio totaling $40,354,341. There was no cash or cash equivalents held on December 31, 2023. Money market funds are carried at net asset value, which approximates fair value, and would be considered Level 1 in the fair value hierarchy. Investment Transactions The Partnership records investment transactions on a trade date basis. Realized gains and losses on investment transactions are determined on a specific identification basis. Dividend income, net of withholding taxes, and dividend expense are recognized on the ex-dividend date and interest income and expense are recognized on an accrual basis. Withholding taxes on dividends have been accounted for in accordance with the Partnership’s understanding of the applicable country’s tax rules and rates. Foreign Currency Transactions Investments and derivative contracts denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investments denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions.


 
Solasglas Investments, LP Notes to Financial Statements (continued) 20 2. Significant Accounting Policies (continued) Foreign Currency Transactions (continued) The Partnership does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments and derivative contracts from the fluctuations arising from changes in market prices of investments and derivative contracts owned or sold short. Such fluctuations are included with applicable net realized gain or loss on investments or derivative contracts and net change in unrealized appreciation on investments or derivative contracts in the statements of operations and performance allocation. Fair Value Measurements and Investment Valuation The fair values of the Partnership’s assets and liabilities that qualify as financial instruments under U.S. GAAP approximate the carrying amounts presented in the financial statements. The Partnership records all investments and derivative contracts (collectively “investments”) at fair value. U.S. GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing investments based on market data obtained from sources independent of the Partnership. Unobservable inputs are inputs that reflect the Partnership’s assumptions about the factors market participants would use in pricing investments based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 - Valuations based on quoted prices in active markets for identical investments. An active market for the investment is a market in which transactions for the investment occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Valuation adjustments are not applied to Level 1 investments. Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 2 inputs include: (i) quoted prices for similar investments in active markets; (ii) quoted prices for identical investments traded in non-active markets (i.e., dealer or broker markets); and (iii) inputs other than quoted prices that are observable or inputs derived from or corroborated by market data. Level 3 - Valuations based on inputs that are unobservable, supported by little or no market activity, and significant to the overall fair value measurement (including the Partnership’s assumptions in determining the fair value of investments). The availability of observable inputs can vary from investment to investment and is affected by a wide variety of factors, including, for example, the type of product, whether the product is new and not yet established in the market place, the liquidity of markets, and other characteristics particular to the transaction.


 
Solasglas Investments, LP Notes to Financial Statements (continued) 21 2. Significant Accounting Policies (continued) Fair Value Measurements and Investment Valuation (continued) The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Partnership’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. A description of the valuation techniques applied and inputs utilized in measuring fair value of the Partnership’s major categories of assets and liabilities as of December 31, 2024 and 2023 are as follows: Common Stock and Exchange-Traded Funds Common stock and exchange-traded funds are generally valued based on quoted prices from the relevant exchange. To the extent these investments are actively traded, they are categorized in Level 1 of the fair value hierarchy. In instances when investments in common stock or exchange- traded funds are not actively traded or valuation adjustments are applied, they are categorized in Level 2 of the fair value hierarchy and in instances where significant inputs are unobservable, they are categorized in Level 3 of the fair value hierarchy. Corporate and Sovereign Bonds The fair value of corporate and sovereign bonds is estimated using recently executed transactions and market price quotations (where observable). When recent transactions or observable price quotations are not available, fair value is determined based on cash flow models. These investments are generally categorized in Level 2 of the fair value hierarchy; in instances where significant inputs are unobservable, they are categorized in Level 3 of the fair value hierarchy. Commodities Actively traded commodities are valued based on quoted dealer prices and are categorized in Level 1 of the fair value hierarchy. Commodities that are not actively traded are generally included in Level 2 of the fair value hierarchy.


 
Solasglas Investments, LP Notes to Financial Statements (continued) 22 2. Significant Accounting Policies (continued) Fair Value Measurements and Investment Valuation (continued) Investment Funds Investments in investment funds are valued at their net asset value as reported by the underlying fund’s administrator or manager. Management of the underlying funds generally charge management and/or incentive fees to the Partnership and other investors in the underlying funds. Such fees are included in the net asset value reported by the Partnership for the investment funds. The management and incentive fees range from 0-1.5% and 0-20%, respectively, subject to conditions and terms of each investment fund’s legal agreements. Due to restrictions on the transferability and timing of withdrawals from the investment funds, the amounts realized upon liquidation will likely differ from such reported values. As of December 31, 2024 and 2023, none of the Partnership’s investments in investment funds allow for a voluntary right of withdrawal. Investments valued based on their unadjusted net asset value are not categorized within the fair value hierarchy. The Manager may determine that the net asset value provided by the underlying fund does not represent fair value. In such situations, the fair value of the underlying fund will be valued in accordance with the Partnership’s valuation policy. This may include calculating an independent value of the underlying fund’s assets and liabilities, reviewing secondary market transactions, or other techniques depending upon the circumstances. At December 31, 2024 and 2023, no investment funds were valued by management of the Partnership as all were based on values reported by the underlying fund. Private Equity The transaction price is used as the best estimate of fair value upon acquisition. Thereafter, valuation is based on an assessment of each investment, incorporating factors that consider the evaluation of financing and sale transactions with third parties, financial information provided by management of the investee company, expected cash flows and market-based information, including comparable transactions, performance multiples and changes in market outlook, among other factors. These investments are included in Level 3 of the fair value hierarchy.


 
Solasglas Investments, LP Notes to Financial Statements (continued) 23 2. Significant Accounting Policies (continued) Fair Value Measurements and Investment Valuation (continued) Derivative Contracts The fair value of derivatives actively traded on a national exchange and based on quoted prices from the relevant exchange are categorized in Level 1 of the fair value hierarchy. Over-the-counter (“OTC”) derivatives valued based on market price quotations and listed derivatives that are not actively traded are generally categorized in Level 2 of the fair value hierarchy. Fair values for other OTC derivative investments are based on pricing models intended to approximate the amounts that would be paid to or received from a third party in settlement of the respective contract. Factors taken into consideration include credit spreads, market liquidity and concentrations, foreign currency rates, and funding and administrative costs incurred over the lives of the investments. As these inputs are typically observable, these OTC derivatives are also categorized within Level 2 of the fair value hierarchy. Refer to Note 5 for additional information on the Partnership’s derivative contracts. Investments Sold Short The Partnership has sold investments that it does not own and will, therefore, be obligated to purchase such investments at a future date. A gain, limited to the price at which the Partnership sold the investment, or a loss, unlimited in amount, will be realized upon the liquidation of the investment. The Partnership has recorded this obligation in the financial statements at fair value. There is an element of market risk in that, if the investments increase in value, it will be necessary to purchase the investments at a cost in excess of the obligation reflected in the statements of financial condition. Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Partnership to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting year. Actual results could differ from those estimates and those differences could be material. Income Taxes The Partnership is not subject to taxes on income, capital gains or withholding tax in the Cayman Islands. Each partner in the Partnership may be subject to taxation on its share of the Partnership’s ordinary income and capital gains. In certain jurisdictions other than the Cayman Islands, taxes are withheld at the source on dividends and interest received by the Partnership. Capital gains derived by the Partnership in such jurisdictions generally will be exempt from foreign income or withholding taxes at the source.


 
Solasglas Investments, LP Notes to Financial Statements (continued) 24 2. Significant Accounting Policies (continued) Income Taxes (continued) U.S. GAAP requires the evaluation of tax positions taken or expected to be taken to determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes. In evaluating whether a tax position has met the more likely than not recognition threshold, the Partnership presumes that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. Tax positions not deemed to meet a more likely than not threshold would be recorded as an income tax expense in the current period. Upon the completion of any potential examination by U.S. federal, state or foreign tax jurisdiction in which the Partnership trades, tax adjustments may be necessary and retroactive to all open tax years. If an adjustment is necessary, the Partnership would recognize interest and penalties, if any, related to unrecognized tax in the statements of operations and performance allocation. As of December 31, 2024 and 2023, there was no impact to the financial statements relating to accounting for uncertainty in income taxes. 3. Investments and Fair Value The Partnership’s assets and liabilities measured at fair value have been categorized based upon the fair value hierarchy as reflected in the condensed schedule of investments. For the year ended December 31, 2024, there were no purchases, sales or transfers of Level 3 assets or liabilities and one investment was written off. Changes in Level 3 assets and liabilities for the year ended December 31, 2023 are as follows: Purchases Sales Transfers Assets Investments: Private equity $ 9,586 $ - $ - The Manager has established valuation processes and procedures to ensure each investment’s fair value is in accordance with U.S. GAAP. In the event the Partnership has an investment that cannot be readily valued per its valuation procedures as discussed in Note 2, a Valuation Committee has been designated to oversee the valuation process of such investments. The Valuation Committee is comprised of employees of an affiliate of the Manager and meets at least monthly to ensure that each investment is valued in accordance with the Manager’s valuation policy.


 
Solasglas Investments, LP Notes to Financial Statements (continued) 25 3. Investments and Fair Value (continued) The Partnership’s Level 3 investments as of December 31, 2024 and 2023, have been valued based upon the transaction price of the most recent offering from the underlying company. No unobservable inputs internally developed by the Manager have been applied to these investments. 4. Forward Transactions In 2023, the Manager, on behalf of the Partnership, entered into a forward sales transaction to sell 937,500 shares of Green Brick Partners, Inc. (“GRBK”) to facilitate a reduction in the concentration of GRBK within the Partnership’s portfolio. Under the terms of this transaction, sales were completed in 2024, generating proceeds of $43,353,003. The Manager entered into a second forward sales transaction to sell an additional 500,000 shares of GRBK during 2024. Under the terms of this transaction, sales were completed on July 15, 2024, generating proceeds of $28,901,246. These two forward transactions are collectively referred to as the “Forward Transaction(s).” The Forward Transactions, pursuant to variable price forward sale transaction confirmations, provided for the Partnership to deliver the applicable number of GRBK shares to the counterparty at a price based on the volume weighted average price (“VWAP”) of the common stock as reported in Bloomberg VWAP over a valuation period, which period was determined by the counterparty, subject to an agreed maturity window. As these inputs are typically observable, the outstanding Forward Transaction was categorized within Level 2 of the fair value hierarchy as of December 31, 2023 and there are no such transactions open as of December 31, 2024. To secure its obligations under the Forward Transactions, the Partnership entered into a pledge agreement, pursuant to which it has pledged to the counterparty GRBK shares equal to the number of shares to be sold under the applicable Forward Transaction. 5. Derivative Contracts In the normal course of business, the Partnership enters into derivative contracts for investment purposes. The Partnership uses these instruments as part of its trading strategy. The Partnership’s policy is to recognize each derivative contract as either an asset or liability and to measure each contract at fair value. The resulting change in unrealized appreciation or depreciation is included in the statements of operations and performance allocation. The Partnership utilizes swap contracts as economic substitutes for investments in equity, indexes, interest rates, credit and other instruments. Swap contracts are arrangements whose valuation and resultant appreciation or depreciation is based upon the fair value fluctuations of an underlying instrument.


 
Solasglas Investments, LP Notes to Financial Statements (continued) 26 5. Derivative Contracts (continued) The Partnership enters into credit default swap contracts which are agreements in which the Partnership or a counterparty pays fixed periodic payments or an agreed-upon fixed fee to a counterparty or the Partnership in consideration for a guarantee from the counterparty or the Partnership to make a specific payment should a negative credit event take place in the underlying credit instrument. At December 31, 2024, the Partnership had outstanding contingent guarantees scheduled to terminate in December 2026 with a notional value of $1,821,000 and a fair value of $170,212. At December 31, 2023, the Partnership had outstanding contingent guarantees scheduled to terminate in December 2026 with a notional value of $1,821,000 and a fair value of $247,168. Forward contracts obligate the Partnership to either buy or sell an asset at a specified future date and price. Futures contracts are contracts to buy or sell a standardized quantity of a specified instrument on a specified future date. Initial margin deposits are required to trade in the futures market. Futures contracts are marked to market daily. When forward and futures contracts are terminated, the Partnership recognizes a realized gain or loss equal to the difference between the value of the contract at the time it was entered into and the time it was closed. The Partnership may buy and write put and call options or warrants. The buyer of an option has the right to purchase (in the case of a call option) or sell (in the case of a put option) a specified quantity of a financial instrument at a specified price prior to or on a specified expiration date. The writer of an option is exposed to the risk of loss if the market price of the underlying financial instrument declines (in the case of a put option) or increases (in the case of a call option). The premium received by the Partnership upon writing an option contract is recorded as a liability and marked to market on a daily basis. The writer of an option can never profit by more than the premium paid by the buyer. In the case of a written call option, losses could be unlimited and in the case of written put options, losses are limited to the number of contracts written multiplied by the applicable strike price. As of December 31, 2024, the Partnership had no written call options and had written put options with a fair value of $943,269. As of December 31, 2023, the Partnership had written call options with a fair value of $427,968 and had written put options with a fair value of $66,559. Potential losses on the Partnership’s written options are not representative of its net economic exposure as the Partnership has long and short exposure across a variety of different financial instruments, whereby losses on one instrument are offset by gains in other instruments. The following tables set forth the gross fair value of derivative asset and liability contracts by primary risk type as of December 31, 2024 and 2023. The fair values of these derivatives are presented on a gross basis, even when derivatives are subject to master netting arrangements. The tables also include information on the volume of derivative activity that is approximated, on an absolute basis, by the average quarterly outstanding notional amounts for the years ended December 31, 2024 and 2023.


 
Solasglas Investments, LP Notes to Financial Statements (continued) 27 5. Derivative Contracts (continued) Derivative contracts as of December 31, 2024: Average Gross derivative Underlying risk type notional amount outstanding Assets Liabilities Commodity: Call options(1) 12,432,783 $ 3,340,573 $ - Futures contracts 9,721,656 - - Put options(1) 2,353,816 - 291,691 Credit: Credit default swaps 88,332,141 170,212 - Currency: Call options 4,102 - - Forward contracts 469,820 134,417 - Put options 21,007 - - Equity price: Call options(1) 8,374,779 23,854 - Futures contract 6,216,165 - - Put options(1) 23,948,874 3,667,702 651,578 Total return swaps 49,850,512 1,564,538 1,926,765 Inflation: Total return swaps 229,464,800 24,158 1,581,749 Interest rate: Call options 5,342,800 - - Futures contracts 607,500 - - $ 8,925,454 $ 4,451,783 (1) Average notional amounts presented are based on the quarterly delta-adjusted exposure for the respective underlying investment for the year ended December 31, 2024.


 
Solasglas Investments, LP Notes to Financial Statements (continued) 28 5. Derivative Contracts (continued) Derivative contracts as of December 31, 2023: Average Gross derivative Underlying risk type notional amount outstanding Assets Liabilities Commodity: Call options(1) 350,807 $ 192,250 $ - Futures contracts 15,219,218 - 1,158,159 Credit: Credit default swaps 111,580,613 247,168 7,333,017 Currency: Call options 563,937 20,511 - Put options 1,126,940 54,055 46,498 Equity price: Call options(1) 11,586,634 35,326 427,968 Put options(1) 16,615,251 1,261,736 20,061 Total return swaps 47,446,901 3,914,691 3,587,973 Inflation: Total return swaps 241,062,400 5,304,605 343,036 Interest rate: Call options 19,890,400 137,054 - Put options 32,156,500 - - Futures contracts 2,533,300 - - $ 11,167,396 $ 12,916,712 (1) Average notional amounts presented are based on the quarterly delta-adjusted exposure for the respective underlying investment for the year ended December 31, 2023.


 
Solasglas Investments, LP Notes to Financial Statements (continued) 29 5. Derivative Contracts (continued) The following is a summary of the components of the gains and losses on derivative contracts reported in the statements of operations and performance allocation for the year ended December 31, 2024: Underlying risk type Net realized loss on derivative contracts Net change in unrealized depreciation on derivative contracts Commodity: Call options $ 3,980,955 $ 586,475 Futures contracts 1,388,667 1,158,913 Put options - 389,208 Credit: Credit default swaps (4,450,628) (83,417) Currency: Call options (257,061) 236,552 Forward contracts 134,417 Put options (458,883) 451,326 Equity price: Call options 2,492,416 (448,130) Futures contracts (2,465,312) - Put options (6,255,487) 269,238 Total return swaps (4,703,690) (688,946) Inflation: Total return swaps 5,917,812 (6,516,602) Interest rate: Call options (1,829,857) 688,108 Futures contracts 5,576,630 - $ (1,064,438) $ (3,822,858)


 
Solasglas Investments, LP Notes to Financial Statements (continued) 30 5. Derivative Contracts (continued) The following is a summary of the components of the gains and losses on derivative contracts reported in the statements of operations and performance allocation for the year ended December 31, 2023: Underlying risk type Net realized gain on derivative contracts Net change in unrealized appreciation on derivative contracts Commodity: Call options $ (1,129,361) $ (1,562,527) Futures contracts (2,207,174) (1,300,928) Credit: Credit default swaps (3,267,350) (4,474,333) Currency: Call options 126,130 (236,550) Put options (1,256,374) 728,528 Equity price: Call options 1,319,340 (252,974) Futures contracts (1,571,652) - Put options (3,619,893) (103,529) Total return swaps (3,079,100) (1,033,640) Inflation: Total return swaps (221,908) 1,604,415 Interest rate: Call options 13,399,028 (1,029,246) Put options 1,303,770 147,867 Futures contracts 4,081,551 (836,993) $ 3,877,007 $ (8,349,910)


 
Solasglas Investments, LP Notes to Financial Statements (continued) 31 5. Derivative Contracts (continued) The following is a summary of the components of the gains and losses on derivative contracts reported in the statements of operations and performance allocation for the year ended December 31, 2022: Underlying risk type Net realized gain on derivative contracts Net change in unrealized appreciation on derivative contracts Commodity: Call options $ 336,829 $ (110,643) Put options 457,184 (142,791) Futures contracts 856,605 (12,916) Credit: Credit default swaps (3,592,695) 5,573,600 Currency: Call options (403,063) - Put options 250,959 (1,179,854) Equity price: Call options 1,825,068 403,831 Put options (4,721,656) 561,039 Futures contracts 2,102,457 - Total return swaps 8,494,976 639,389 Inflation: Total return swaps - 3,354,415 Interest rate: Call options (1,722,855) 341,138 Put options 3,536,779 (147,867) Futures contracts 3,284,579 836,161 Total return swaps 26,569 - $ 10,731,736 $ 10,115,502 The Partnership’s OTC derivative contracts are generally entered into with its counterparties pursuant to the International Swaps and Derivatives Association (“ISDA”) Master Agreement and related documentation. If the Partnership were to default under a provision of this agreement, the counterparty could terminate the applicable derivative contract and request immediate payment of any amounts due to it or pay the Partnership any amounts due to the Partnership pursuant to such agreement. The Partnership’s statements of financial condition includes derivative contracts that are eligible for offset and that are subject to a fully-executed master netting arrangement. The Partnership presents these contracts on a gross basis (without taking into account any offset). A master netting arrangement could allow the counterparty to net payment obligations and liabilities (including collateral held by the counterparty) that the counterparty owes to the Partnership against payment obligations and liabilities (including collateral held by the Partnership) that the Partnership owes to the counterparty.


 
Solasglas Investments, LP Notes to Financial Statements (continued) 32 5. Derivative Contracts (continued) As of December 31, 2024, the following table provides, by counterparty, what amounts the counterparties could offset under master netting arrangements against the gross derivative assets and liabilities set forth in the Partnership’s statements of financial condition: Gross derivative assets(1) Gross derivative liabilities subject to master netting arrangements Cash collateral held that could be offset Net amounts Counterparty A $ 2,268,437 $ - $ - $ 2,268,437 Counterparty E 6,296,936 (2,555,274) - 3,741,662 Counterparty I 222,418 - - 222,418 Total $ 8,787,791 $ (2,555,274) $ - $ 6,232,517 (1) Derivative assets exclude call options of $3,246 and forward contracts of $134,417 which are not subject to master netting arrangements. Gross derivative liabilities Gross derivative assets subject to master netting arrangements Cash collateral posted that could be offset Net amounts Counterparty E $ 2,555,274 $ (2,555,274) $ - $ - Counterparty F 1,896,509 - (1,896,509) - Total $ 4,451,783 $ (2,555,274) $ (1,896,509) $ -


 
Solasglas Investments, LP Notes to Financial Statements (continued) 33 5. Derivative Contracts (continued) As of December 31, 2023, the following table provides, by counterparty, what amounts the counterparties could offset under master netting arrangements against the gross derivative assets and liabilities set forth in the Partnership’s statements of financial condition: Gross derivative assets(1) Gross derivative liabilities subject to master netting arrangements Cash collateral held that could be offset Net amounts Counterparty A $ 237,867 $ (237,867) $ - $ - Counterparty C 4,167,996 (3,067,381) - 1,100,615 Counterparty E 2,905,571 (2,905,571) - - Counterparty F 1,145,335 - - 1,145,335 Counterparty I 2,702,792 - - 2,702,792 Total $ 11,159,561 $ (6,210,819) $ - $ 4,948,742 (1) Derivative assets exclude call options of $7,835 which are not subject to master netting arrangements. Gross derivative liabilities(1) Gross derivative assets subject to master netting arrangements Cash collateral posted that could be offset Net amounts Counterparty A $ 1,015,119 $ (237,867) $ (777,252) $ - Counterparty C 3,067,381 (3,067,381) - - Counterparty E 7,676,053 (2,905,571) (4,770,482) - Total $ 11,758,553 $ (6,210,819) $ (5,547,734) $ - (1) Derivative liabilities exclude futures contracts of $1,158,159 which are not subject to master netting arrangements. 6. Due From and Due To Brokers The due from and due to brokers balances, recorded on a net-by-counterparty basis, in the accompanying statements of financial condition include cash, margin debt balances, collateral pledged or received and amounts receivable or payable for investment transactions that have not yet settled at December 31, 2024 and 2023. At December 31, 2024 and 2023, due from brokers included $24,557,465 and $29,304,672, respectively, related to collateral balances underlying the Partnership’s derivative contracts, which may be restricted in nature. The cash at the brokers, at times, may exceed the amount insured by the Securities Investor Protection Corporation.


 
Solasglas Investments, LP Notes to Financial Statements (continued) 34 7. Partnership Terms and Related Party Transactions Management Fees The Partnership pays the Manager, an affiliate of the General Partner, a monthly management fee in advance equal to 0.125% (1.5% per annum) of each limited partner’s Investment Portfolio, in accordance with the Partnership Agreement (the “Agreement”). The Investment Portfolio is equal to the product of a limited partner’s capital account at the beginning of each month multiplied by a ratio agreed upon by the Partners in accordance with the Agreement. Allocation of Income (Loss) and Performance Allocation The Agreement specifies that the net increase or decrease in partners’ capital resulting from operations for each fiscal period shall be allocated to the partners in proportion to the ratio of each partner’s capital account to the sum of all capital accounts with the exception of net income or loss on security transactions deemed new issues (“New Issues”) as defined by the Financial Industry Regulatory Authority, Inc. (“FINRA”). The net increase on New Issues is allocated to the Partners based on each partner’s eligibility to participate in New Issues. The Agreement also specifies that any investment may, from time to time, be deemed a designated security by the Manager. The net increase or decrease on designated securities will be allocated as deemed appropriate by the Manager. At the end of each calendar year, 20% of the net increase in partners’ capital resulting from operations (subject to a reduction to 10% for an amount equal to any carryforward loss as specified in the Agreement) is reallocated to the capital account of the General Partner from the capital account of each limited partner as a performance allocation. Withdrawal Policy The Limited Partners may withdraw all or part of their capital account with a three day notice period, subject to the terms and restrictions set forth in the Agreement. The General Partner shall give ten days’ written notice to the Limited Partners prior to making a withdrawal that would cause its capital account to be less than ten percent of the aggregate capital accounts of all partners. Contribution Policy The Limited Partners may contribute capital to the Partnership in accordance with the Agreement. From time to time, the General Partner may contribute additional capital to ensure that its capital account balance is at least ten percent of the aggregate capital account balances of all partners.


 
Solasglas Investments, LP Notes to Financial Statements (continued) 35 7. Partnership Terms and Related Party Transactions (continued) Other Related Party Transactions The President of the Manager serves as the chairman of the board of directors of GRBK. He also serves as chairman of the board of directors of Greenlight Capital Re, Ltd., the parent company of the Limited Partners. On November 13, 2024, the Partnership sold 477,814 shares of GRBK directly to the company at fair value. The Partnership is responsible for the payment of its own operating and other expenses. For operational efficiency, an affiliate of the Manager may act as a common pay agent and pay for some of these expenses on behalf of the Partnership and will subsequently be reimbursed. There was no such liability on December 31, 2024 or 2023. 8. Risks In the normal course of business, the performance of any investment is subject to numerous factors which are not predictable by or within the control of the Partnership. Such factors include a wide range of economic, political, competitive and other conditions that may affect investments in general or specific industries or companies. These investments may include investments sold short, commodities, options, swaps and other derivative contracts. The Partnership’s investment objective necessarily subjects the Partnership to various significant risks, both on and off balance sheet, including those that follow. The following summary is not intended to be a comprehensive summary of all risks relating to the operations and investment activities that the Partnership is exposed to. Market Risk Market risk represents the potential loss that can be caused by a change in the fair value of an investment. The Partnership’s exposure to market risk may be due to many factors, including the movement in interest rates, foreign exchange rates, indices, market volatility, and commodity and security values underlying its investments. Lack of Valuation Data; Limited Liquidity of Investments The Partnership may invest in securities and other assets which are subject to legal or other restrictions on transfer or for which no liquid market exists. The market prices for such investments tend to be volatile and may not be readily ascertainable, and the Partnership may not be able to sell such investments when the Partnership desires to do so or to realize what the Partnership perceives to be the fair value of such investments in the event of a sale. The Partnership may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale.


 
Solasglas Investments, LP Notes to Financial Statements (continued) 36 8. Risks (continued) Potential Concentration of Investments The Partnership seeks to maintain a diversified portfolio. Although the Manager expects to spread the Partnership’s capital among a number of investments, it may depart from such policy from time to time and may hold a few, relatively large positions in relation to the Partnership’s capital (subject to the investment guidelines per the Agreement). Since the Partnership’s portfolio is not necessarily widely diversified, the net assets of the Partnership may be subject to more rapid changes in value than would be the case if the Partnership maintained a more diversified investment portfolio. Investments in Foreign Securities Investments in foreign securities involve certain risks not typically associated with investing in U.S. securities, such as risks relating to (a) currency exchange matters between the U.S. dollar and the various foreign currencies in which the Partnership’s portfolio securities will be denominated and costs associated with conversion of investment principal and income from one currency into another, (b) differences between the U.S. and foreign securities markets, (c) political, social or economic instability, and (d) certain tax-related risks including, without limitation, uncertainties in the application of tax laws by non-U.S. jurisdictions, the imposition of withholding and other taxes on dividends, interest, capital gains or other income. Investments Sold Short Short sales require the Partnership to borrow a security that it does not own. If the price of a security sold short increases, the Partnership may have to provide additional collateral to maintain the short position. This could require the Partnership to increase the amount of the Partnership’s leverage or sell other portfolio investments to provide such additional collateral. Also, the lender of the securities sold short can request their return. Under adverse market conditions, the Partnership might not be able to purchase securities to meet the delivery requirement or may not be able to borrow securities from other lenders. In such an event, the Partnership may be subject to a mandatory close-out of the short position, which could result in unintended costs and losses. It may not be possible to borrow securities when the Manager wishes to make a short sale, particularly in illiquid markets. Traditional lenders of securities might be less likely to lend securities under certain market conditions. As a result, the Partnership may not be able to effectively pursue a short selling strategy due to a limited supply of securities available for borrowing. In addition, regulatory authorities may impose restrictions and prohibitions on short selling activities that could adversely affect the Partnership’s ability to engage in short sales or borrow certain securities in connection with short sales.


 
Solasglas Investments, LP Notes to Financial Statements (continued) 37 8. Risks (continued) Leverage As part of the Partnership’s investment strategy (subject to the investment guidelines per the Agreement) and subject to applicable margin and other limitations, the Partnership may borrow funds from its counterparties in order to make additional investments and thereby increase both the possibility of gain and risk of loss. Consequently, the effect of fluctuations in the market value of the Partnership’s portfolio would be amplified. In addition, the Partnership could potentially create leverage via the use of instruments such as options, swaps and other derivative contracts. Credit Risk Although the Partnership intends to enter into transactions only with counterparties that the Manager believes to be creditworthy, there can be no assurance that a counterparty will not default and that the Partnership will not sustain a loss on a transaction as a result. If an obligor (such as the issuer or a party offering credit enhancement) for an investment held by the Partnership, a counterparty to a derivative contract with the Partnership, or a prime broker or other service provider to the Partnership, fails to pay, otherwise defaults or is perceived to be less creditworthy, a security’s credit rating is downgraded or the credit quality or value of any underlying assets declines, the value of such investment could decline. In addition, the Partnership may incur expenses to protect the Partnership’s interests in securities experiencing these events. Counterparty Risk The Partnership has relationships that provide prime brokerage, derivative intermediation and financing services that permit the Partnership to trade in a variety of markets and asset classes as well as custody its cash, investments and derivatives. However, there can be no assurance that the Partnership will be able to maintain such relationships. An inability to maintain such relationships could limit the Partnership’s trading activities, create losses, preclude the Partnership from engaging in certain transactions or prevent the Partnership from trading at optimal rates and terms. The assets of the Partnership will generally be held in accounts maintained for it by its prime brokers or in accounts with other market participants, including non-U.S. sub-custodians. The accounts generally will not be segregated, bankruptcy-remote accounts titled in the Partnership’s name and, therefore, a failure of any broker or market participant is likely to have a greater adverse impact than if the assets, or the accounts in which they are held, were registered in the name of the Partnership. In addition, because the Partnership’s investments generally will be held in margin accounts, and the prime brokers will have the ability to lend those securities to other market participants, the Partnership’s ability to recover all of its assets in the context of a bankruptcy or other failure of a prime broker may be further limited.


 
Solasglas Investments, LP Notes to Financial Statements (continued) 38 8. Risks (continued) Counterparty Risk (continued) Many of the markets in which the Partnership will effect transactions are not exchange-based. The stability and liquidity of OTC transactions will depend in large part on the creditworthiness of the parties to the transactions. OTC transactions could expose the Partnership to the risk that a counterparty will not settle a transaction in accordance with its terms or because of a credit or liquidity problem, causing the Partnership to suffer a loss. Such counterparty risk is accentuated where the Partnership has concentrated its transactions with a single or small group of counterparties. If a counterparty defaults, under normal circumstances the Partnership will have contractual remedies against the counterparty. However, exercising such contractual rights may involve delays or costs. Furthermore, there is a risk that a counterparty could become insolvent. In such an event, the Partnership’s ability to recover securities from such counterparty or receive payment of claims therefore may be significantly delayed and the Partnership may recover less than the full value of its securities. This is particularly true with respect to counterparties located in jurisdictions outside the United States where the application of non-U.S. insolvency laws may be subject to substantial limitations and uncertainties. Currency Risk It is expected that the Partnership’s portfolio will contain investments denominated in currencies other than the U.S. dollar. Changes in the value of other currencies against the value of the U.S. dollar could have an adverse impact on the performance of the Partnership. The Partnership may enter into currency hedging transactions, but is not required or expected to do so, and such transactions have an associated cost that could reduce investment returns. Spot and forward currency prices are highly volatile and price movements for spot and forward currency contracts may be influenced by, among other things, the foregoing risks. Commitments In the normal course of business, the Partnership enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Partnership’s maximum exposure under these arrangements is unknown, as this would involve future claims against the Partnership that have not yet occurred. However, the Partnership has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote. At December 31, 2024 and 2023, the Partnership is committed to invest up to $10,583,446, and $5,738,998, respectively, of additional capital in various investments.


 
Solasglas Investments, LP Notes to Financial Statements (continued) 39 8. Risks (continued) Contingencies The Partnership’s investment activities expose the Partnership to legal and tax matters that may result in contingencies including threatened or asserted litigations or claims. Any such matters that give rise to probable litigation and can be reasonably estimated are accrued. Based on its current assessment of any ongoing matters, the Partnership expects the loss from any such contingencies to be remote and there are no accruals for any such matters at December 31, 2024 or 2023. 9. Financial Highlights The financial highlights represent the Partnership’s financial performance for the years ended December 31, 2024, 2023, 2022, 2021 and 2020. An individual limited partner’s performance may vary based on the timing of capital transactions, the applicable loss carryforward and the allocation of designated securities. The net investment loss ratio does not include the effect of any performance allocation. Total return is computed based on geometric linking of monthly returns of the Limited Partners’ capital, as required by U.S. GAAP, which differ from returns based upon the Limited Partners’ Investment Portfolio. Monthly rates of return are compounded to derive total return for the year. The expense and net investment loss ratios are calculated based on the expenses and net investment loss allocated to the Limited Partners’ capital accounts during the years ended December 31, 2024, 2023, 2022, 2021 and 2020. For the year ended December 31, 2024 2023 2022 2021 2020 Percentages to average Limited Partners’ capital: Expenses 4.1 % 6.2 % 3.7 % 3.4 % 2.5 % Performance allocation 1.1 1.5 3.5 1.1 0.2 Total expenses and performance allocation 5.2 % 7.7 % 7.2 % 4.5 % 2.7 % Net investment loss (0.3)% (2.5)% (2.1)% (3.0)% (1.7)% Total return before performance allocation 13.1 % 17.4 % 39.9 % 9.7 % 4.8 % Performance allocation (1.3) (1.7) (4.0) (1.2) (0.3) Total return after performance allocation 11.8 % 15.7 % 35.9 % 8.5 % 4.5 %


 
Solasglas Investments, LP Notes to Financial Statements (continued) 40 10. Subsequent Events Subsequent events have been evaluated by the Manager from January 1, 2025 through March 10, 2025, the date the financial statements were available to be issued. The Manager has determined that there are no material events that would require disclosure in the Partnership’s financial statements.