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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

May 7, 2025
Date of report (Date of earliest event reported) 

GREENLIGHT CAPITAL RE, LTD.
(Exact name of registrant as specified in charter) 
Cayman Islands 001-33493 N/A

(State or other jurisdiction of incorporation)

(Commission file number)

(IRS employer identification no.)
65 Market Street  
Suite 1207, Jasmine Court
P.O. Box 31110
Camana Bay
Grand Cayman
Cayman Islands KY1-1205
(Address of principal executive offices) (Zip code)
(205) 291-3440
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Ordinary Shares GLRE Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if 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. ☐



Item 2.02 Results of Operations and Financial Condition
 
On May 7, 2025, Greenlight Capital Re, Ltd. (the "Registrant") issued a press release announcing its financial results for the first quarter ended March 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
 
In accordance with general instruction B.2 to Form 8-K, the information set forth in this Item 2.02 (including Exhibit 99.1) shall be deemed “furnished” and not “filed” with the Securities and Exchange Commission for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. 

Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit No. Description of Exhibit
99.1
Earnings press release, "GREENLIGHT RE ANNOUNCES FIRST QUARTER 2025 FINANCIAL RESULTS", dated May 7, 2025, issued by the Registrant.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).






SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
  GREENLIGHT CAPITAL RE, LTD.
  (Registrant)
     
  By: /s/ Faramarz Romer              
  Name: Faramarz Romer
  Title: Chief Financial Officer
  Date: May 7, 2025

EX-99.1 2 pressreleaseearnings2025q1.htm EX-99.1 Document

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GREENLIGHT RE ANNOUNCES FIRST QUARTER 2025 FINANCIAL RESULTS

Net Income Expands to $29.6 million Despite California Wildfire Losses, Leading to Fully Diluted Book Value Per Share Growth of 5.1%

GRAND CAYMAN, Cayman Islands – May 7, 2025 – Greenlight Capital Re, Ltd. (NASDAQ: GLRE) (“Greenlight Re” or the “Company”) today reported its financial results for the first quarter ended March 31, 2025.

First Quarter 2025 Highlights (all comparisons are to first quarter 2024 unless noted otherwise):

•Gross premiums written increased 14.1% to $247.9 million;
•Net premiums earned increased 4.3% to $168.5 million;
•Net underwriting loss of $7.8 million, compared to net underwriting income of $3.4 million;
•Combined ratio of 104.6%, compared to 97.9%;
•Total investment income of $40.5 million, compared to $31.4 million;
•Net income of $29.6 million, or $0.86 per diluted ordinary share, compared to net income of $27.0 million, or $0.78 per diluted ordinary share; and
•Fully diluted book value per share increased 5.1% to $18.87, from $17.95 at December 31, 2024.

Greg Richardson, Chief Executive Officer of Greenlight Re, stated, “We delivered strong book value per share growth of 5.1% this quarter, driven by an outstanding return of 7.2% from our Solasglas investment portfolio despite challenging market conditions. These results more than offset the financial impact of the California wildfires, which contributed 14 combined ratio points for the quarter, in line with the preliminary loss estimates we previously disclosed.”

David Einhorn, Chairman of the Board of Directors, said, “Our investment portfolio performed well during what appears to be the beginning of a bear market. We are positioning Solasglas to have low gross and net exposure as we ride out what should be a period of high volatility ahead of what we expect will be an improved investment opportunity set.”


Greenlight Capital Re, Ltd. First Quarter 2025 Earnings Call

Greenlight Re will host a live conference call to discuss its financial results on Thursday, May 8, 2025, at 9:00 a.m. Eastern Time. Dial-in details:
    
U.S. toll free             1-877-407-9753
International            1-201-493-6739

The conference call can also be accessed via webcast at:
https://event.webcasts.com/starthere.jsp?ei=1714274&tp_key=429d07a808




A telephone replay will be available following the call through May 13, 2025. The replay of the call may be accessed by dialing 1-877-660-6853 (U.S. toll free) or 1-201-612-7415 (international), access code 13752944. An audio file of the call will also be available on the Company’s website, www.greenlightre.com.

###


Non-GAAP Financial Measures
In presenting the Company’s results, management has included fully diluted book value per share as a financial measure that is not calculated under standards or rules that comprise accounting principles generally accepted in the United States (GAAP). This measure is referred to as a non-GAAP measure. The non-GAAP measure may be defined or calculated differently by other companies. Management believes the measure allows for a more thorough understanding of the Company’s performance. The non-GAAP measure may not be comparable to similarly titled measures reported by other companies and should be used to monitor our results and should be considered in addition to, and not viewed as a substitute for those measures determined in accordance with GAAP. Reconciliation of the measure to the most comparable GAAP figures is included in the attached financial information in accordance with Regulation G.

Forward-Looking Statements
This news release contains forward-looking statements concerning Greenlight Capital Re, Ltd. and/or its subsidiaries (the “Company”) within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. federal securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially from those contained in forward-looking statements made on the Company’s behalf. These risks and uncertainties include a downgrade or withdrawal of our A.M. Best ratings; any suspension or revocation of any of our licenses; losses from catastrophes; the loss of significant brokers; the performance of Solasglas Investments, LP; the carry values of our investments made under our Greenlight Re Innovations segment may differ significantly from those that would be used if we carried these investments at fair value; and other factors described in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), as those factors may be updated from time to time in our periodic and other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statements, which speak only as to the date of this release, whether as a result of new information, future events, or otherwise, except as provided by law.





About Greenlight Capital Re, Ltd.
Greenlight Re (www.greenlightre.com) provides multiline property and casualty insurance and reinsurance through its licensed and regulated reinsurance entities in the Cayman Islands and Ireland, and its Lloyd’s platform, Greenlight Innovation Syndicate 3456. The Company complements its 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. The Company’s innovations unit, Greenlight Re Innovations, supports technology innovators in the (re)insurance space by providing investment capital, risk capacity, and access to a broad insurance network.

Investor Relations Contact
Karin Daly
Vice President, The Equity Group Inc.
(212) 836-9623
IR@greenlightre.ky



GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(expressed in thousands of U.S. dollars, except per share and share amounts)
March 31, 2025 December 31, 2024
(Unaudited)
Assets
Investments
Investment in related party investment fund, at fair value $ 435,341  $ 387,144 
Other investments 73,266  73,160 
Total investments 508,607  460,304 
Cash and cash equivalents 47,477  64,685 
Restricted cash and cash equivalents 595,282  584,402 
Reinsurance balances receivable (net of allowance for expected credit losses) 768,711  704,483 
Loss and loss adjustment expenses recoverable (net of allowance for expected credit losses) 87,963  85,790 
Deferred acquisition costs 96,759  82,249 
Unearned premiums ceded 38,895  29,545 
Other assets 8,402  4,765 
Total assets $ 2,152,096  $ 2,016,223 
Liabilities and equity
Liabilities
Loss and loss adjustment expense reserves $ 916,600  $ 860,969 
Unearned premium reserves 384,311  324,551 
Reinsurance balances payable 93,730  105,892 
Funds withheld 21,825  21,878 
Other liabilities 8,992  6,305 
Debt 59,834  60,749 
Total liabilities 1,485,292  1,380,344 
Shareholders' equity
Ordinary share capital (par value $0.10; issued and outstanding, 34,557,449) (2024: par value $0.10; issued and outstanding, 34,831,324)
$ 3,456  $ 3,483 
Additional paid-in capital 482,876  481,551 
Retained earnings 180,472  150,845 
Total shareholders' equity 666,804  635,879 
Total liabilities and equity $ 2,152,096  $ 2,016,223 




GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED RESULTS OF OPERATIONS (Unaudited)
(expressed in thousands of U.S. dollars, except percentages and per share amounts)
Three months ended March 31
2025 2024
Underwriting results:
Gross premiums written $ 247,945  $ 217,258 
Gross premiums ceded (28,548) (23,181)
Net premiums written 219,397  194,077 
Change in net unearned premium reserves (50,934) (32,541)
Net premiums earned $ 168,463  $ 161,536 
Net loss and LAE incurred:
  Current year $ (118,666) $ (103,925)
  Prior year (4,218) (5,401)
Net loss and LAE incurred
(122,884) (109,326)
Acquisition costs (46,866) (41,610)
Underwriting expenses (6,358) (6,339)
Deposit interest expense, net (149) (876)
Net underwriting income (loss) $ (7,794) $ 3,385 
Income from investment in Solasglas
$ 32,197  $ 18,248 
Net investment income 8,287  13,178 
Total investment income $ 40,484  $ 31,426 
Corporate and other expenses $ (4,672) $ (4,375)
Foreign exchange gains (losses) 4,355  (1,649)
Interest expense (1,464) (1,249)
Income tax expense
(1,282) (519)
Net income $ 29,627  $ 27,019 
Earnings per share
  Basic $ 0.87  $ 0.79 
  Diluted $ 0.86  $ 0.78 
Underwriting ratios:
Current year loss ratio
70.4  % 64.3  %
Prior year reserve development ratio
2.5  % 3.3  %
Loss ratio 72.9  % 67.6  %
Acquisition cost ratio 27.8  % 25.8  %
Composite ratio 100.7  % 93.4  %
Underwriting expense ratio 3.9  % 4.5  %
Combined ratio 104.6  % 97.9  %






The following tables present the Company’s results by segment and on a consolidated basis:

GREENLIGHT CAPITAL RE, LTD.
SEGMENT RESULTS OF OPERATIONS (unaudited)
(expressed in thousands of U.S. dollars)
Three months ended March 31, 2025

Open Market Innovations Corporate Total Consolidated
Gross premiums written $ 220,709  $ 27,466  $ (230) $ 247,945 
Net premiums written $ 195,609  $ 23,971  $ (183) $ 219,397 
Net premiums earned $ 149,641  $ 19,005  $ (183) $ 168,463 
Net loss and LAE incurred (112,763) (10,346) 225  (122,884)
Acquisition costs (40,881) (6,033) 48  (46,866)
Other underwriting expenses (4,797) (1,561) —  (6,358)
Deposit interest expense, net (149) —  —  (149)
Underwriting income (loss) (8,949) 1,065  90  (7,794)
Net investment income 5,771  448  2,068  8,287 
Corporate and other expenses
—  (572) (4,100) (4,672)
Income from investment in Solasglas
—  —  32,197  32,197 
Foreign exchange gains (losses)
—  —  4,355  4,355 
Interest expense
—  —  (1,464) (1,464)
Income (loss) before income taxes $ (3,178) $ 941  $ 33,146  $ 30,909 
Underwriting ratios:
Loss ratio 75.4  % 54.4  % 123.0  % 72.9  %
Acquisition cost ratio 27.3  % 31.7  % 26.2  % 27.8  %
Composite ratio 102.7  % 86.1  % 149.2  % 100.7  %
Underwriting expenses ratio 3.3  % 8.2  % —  % 3.9  %
Combined ratio 106.0  % 94.3  % 149.2  % 104.6  %








GREENLIGHT CAPITAL RE, LTD.
SEGMENT RESULTS OF OPERATIONS (unaudited)
(expressed in thousands of U.S. dollars)
Three months ended March 31, 2024

Open Market Innovations Corporate Total Consolidated
Gross premiums written $ 187,061  $ 30,068  $ 129  $ 217,258 
Net premiums written $ 167,716  $ 26,244  $ 117  $ 194,077 
Net premiums earned $ 131,610  $ 20,197  $ 9,729  $ 161,536 
Net loss and LAE incurred (86,700) (13,127) (9,499) (109,326)
Acquisition costs (33,579) (6,053) (1,978) (41,610)
Other underwriting expenses (5,478) (861) —  (6,339)
Deposit interest expense, net (876) —  —  (876)
Underwriting income (loss) 4,977  156  (1,748) 3,385 
Net investment income 12,616  (183) 745  13,178 
Corporate and other expenses
—  (590) (3,785) (4,375)
Income from investment in Solasglas
18,248  18,248 
Foreign exchange gains (losses)
(1,649) (1,649)
Interest expense
(1,249) (1,249)
Income (loss) before income taxes $ 17,593  $ (617) $ 10,562  $ 27,538 
Underwriting ratios:
Loss ratio 65.9  % 65.0  % 97.6  % 67.6  %
Acquisition cost ratio 25.5  % 30.0  % 20.3  % 25.8  %
Composite ratio 91.4  % 95.0  % 117.9  % 93.4  %
Underwriting expenses ratio 4.8  % 4.3  % —  % 4.5  %
Combined ratio 96.2  % 99.3  % 117.9  % 97.9  %












GREENLIGHT CAPITAL RE, LTD.
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.

The key non-GAAP financial measure used in this news release is:
•Fully diluted book value per share

This non-GAAP financial measure is described below.

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.

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 (assuming net exercise) and all outstanding restricted stock units, “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):

March 31, 2025 December 31, 2024 September 30, 2024 June 30, 2024 March 31, 2024
Numerator for basic and fully diluted book value per share:  
Total equity as reported under U.S. GAAP $ 666,804  $ 635,879  $ 663,418  $ 634,020  $ 624,458 
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 34,557,449  34,831,324  34,832,493  35,321,144  35,321,144 
Add: In-the-money stock options (1) and all outstanding RSUs
773,938  590,001  602,013  594,612  585,334 
Denominator for fully diluted book value per share 35,331,387  35,421,325  35,434,506  35,915,756  35,906,478 
Basic book value per share $ 19.30  $ 18.26  $ 19.05  $ 17.95  $ 17.68 
Fully diluted book value per share $ 18.87  $ 17.95  $ 18.72  $ 17.65  $ 17.39 
(1) Assuming net exercise by the grantee.