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0001412100false00014121002025-05-122025-05-12

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
 
Date of Report (Date of earliest event reported):
May 12, 2025 (May 12, 2025)
 
MAIDEN HOLDINGS, LTD.
 (Exact name of registrant as specified in its charter)
 
Bermuda 001-34042 98-0570192

(State or other jurisdiction
of incorporation)
 

(Commission File
Number)
 

(IRS Employer
Identification No.)
 
48 Par-La-Ville Road, Suite 1141 Hamilton HM11, Bermuda
 
(Address of principal executive offices and zip code)
 
(441) 298-4900
(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:
 
  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))    

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 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. ☐

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading symbol(s) Name of Each Exchange on Which Registered
Common Shares, par value $0.01 per share MHLD
NASDAQ Capital Market
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Item 2.02 Results of Operations and Financial Condition.

On May 12, 2025, the Company issued a press release announcing its results of operations for the three months ended March 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
 The information contained in this Item 2.02 and in the accompanying exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.


Item 7.01 Regulation FD.

On May 12, 2025, the Company posted the Maiden Holdings, Ltd. Investor Update Presentation, May 2025 via its investor relations website at https://www.maiden.bm/investor_relations, which presentation is included as Exhibit 99.3 to this Current Report on Form 8-K.

The information under Item 7.01 and the Investor Presentation included to this Form 8-K as Exhibit 99.3 shall be deemed to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.

Item 8.01 Other Events.

On May 12, 2025, the Company issued a press release announcing its results of operations for the three months ended March 31, 2025 via its investor relations website at https://www.maiden.bm/investor_relations, which press release is included as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
 
(d)           Exhibit
 
Exhibit  
No. Description
   
99.1
99.2
99.3
    

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SIGNATURES

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


Date: May 12, 2025 MAIDEN HOLDINGS, LTD.
   
    
 
 
    By: /s/ Lawrence F. Metz
    Lawrence F. Metz
Executive Vice Chairman and Group President
     

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EXHIBIT INDEX
 
Exhibit  
No. Description
   
99.1
99.2
99.3
















































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Exhibit 99.1

logo1a39.jpg
 
PRESS RELEASE
Maiden Holdings, Ltd. Announces
First Quarter 2025 Financial Results and
Updates on Strategic Transactions

PEMBROKE, Bermuda, May 12, 2025 - Maiden Holdings, Ltd. (NASDAQ: MHLD) ("Maiden" or the "Company") today reported its results for the first quarter of 2025 along with updates on its pending strategic transactions, which included the following key developments:
•On December 29, 2024, the Company entered into a combination agreement ("Kestrel Agreement") with the Kestrel Group to form a new, publicly listed specialty program group. On April 29, 2025, the Company held a special meeting of Maiden shareholders at which all proposals related to the Kestrel Agreement were approved by Maiden’s shareholders.
•On November 29, 2024, the Company entered into a Stock Purchase Agreement to sell its Swedish subsidiaries, Maiden General Försäkrings ("Maiden GF") and Maiden Life Försäkrings (“Maiden LF”) to an expanding group of international insurance and reinsurance companies headquartered in London. Maiden GF and Maiden LF were the principal operating subsidiaries of the Company’s International Insurance Services (“IIS”) platform.
•The Kestrel Agreement remains subject to customary closing conditions, including the approval of listing of the shares of the combined company on the Nasdaq (subject to official notice of issuance) and the receipt of final regulatory approvals.
•The sale of the Company's IIS operation is proceeding, as applicable, through the necessary regulatory approval process and the Company presently targets completion of both of these transactions during the second quarter of 2025.
•Book value per common share(1) decreased 17.4% to $0.38 and adjusted book value per common share(2) decreased 6.6% to $1.42 per common share at March 31, 2025 compared to book values recorded at December 31, 2024.
•Net loss attributable to Maiden common shareholders of $8.6 million or $0.09 per diluted common share for the first quarter of 2025.
•Adjusted non-GAAP operating loss(10) of $2.2 million or $0.03 per diluted common share for the first quarter of 2025 which was adjusted to include net realized and unrealized investment gains and an interest in loss of equity method investments which are recurring parts of investment results with the Company's underwriting activities in run-off.
•An underwriting income of $7.5 million for the first quarter of 2025 compared to an underwriting loss of $7.5 million in the same period in 2024 due to favorable prior year loss development ("PPD") of $12.4 million in the first quarter of 2025 compared to adverse PPD of $6.6 million during the same period in 2024.
•The Company's AmTrust Reinsurance segment had favorable PPD of $7.8 million in the first quarter of 2025 compared to adverse PPD of $7.2 million for the first quarter of 2024. The favorable PPD was primarily due to deferred gain amortization of $5.9 million as cumulative paid losses exceed the risk retention under the Company's Loss Portfolio Transfer and Adverse Development Cover Agreement ("LPT/ADC Agreement") with Cavello Bay Reinsurance Limited ("Cavello"). Recoveries under the LPT/ADC Agreement were $28.2 million in the first quarter of 2025.
•Deferred gain on the LPT/ADC Agreement with Cavello decreased by $1.0 million to $104.0 million at March 31, 2025, which is recoverable over time as future GAAP income.
•Investment results decreased to $3.6 million for the first quarter of 2025 compared to $17.1 million in first quarter of 2024 reflecting the impact of lower income from restricted cash and fixed income investments as the Company's associated reinsurance liabilities continue to run-off.
•Excluding non-recurring expenses, Maiden's adjusted operating expenses increased 3.3% to $8.0 million for the three months ended March 31, 2025, compared to $7.8 million for the same period in 2024 largely due to higher legal fees related to ongoing litigation and disputes.
•The Company's deferred tax asset of $1.68 per common share has not yet been recognized in book value per share,
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with approximately 18% of net operating loss ("NOL") carryforwards having no expiry date.
Patrick J. Haveron, Maiden’s Chief Executive Officer, commented on the first quarter 2025 financial results: "We eagerly await the completion of our transaction with Kestrel, which we believe will open a new chapter for Maiden to build shareholder value. As that day draws near, our first quarter report includes a number of non-recurring and non-operational items which impacted those results. Absent higher expenses related to the Kestrel transaction and a significant weakening in the U.S. dollar that resulted in foreign exchange losses, adjusted results returned a profit of $0.6 million. During the first quarter, we continued to receive recoveries under the LPT/ADC Agreement, and we amortized a deferred gain of $5.9 million from our balance sheet back into GAAP income during the quarter. We expect the level of amortization of the deferred gain to increase appreciably during the remainder of 2025. This, along with stable to modestly favorable prior period loss development, contributed to underwriting income during the first quarter."
Mr Haveron added, “As we progress towards completing both our transaction with Kestrel and our sale of our IIS operation, both of which we presently expect during the second quarter, our investment results should increase in the second quarter as certain assets were sold after the end of the first quarter, which will result in increased realized gains. These sales reflect our ongoing efforts to reduce our alternative investment portfolio and further advance the strategic pivot that we have communicated to our shareholders and the market, which we believe will be manifested through our Kestrel and IIS transactions. Including asset sales finalized early in the second quarter, our completed investments have yielded total distributions of $188.1 million, with $13.6 million in potential estimated additional value to be received from the sale of our position in USQ Risk, in addition to the $4.3 million already received at closing in early May. Including the USQ Risk transaction, these investments, many of which were sold earlier than anticipated to accommodate our strategic pivot, have to date produced an internal rate of return of 12.3% and a multiple of capital of 1.30x, above our targeted returns. These results give us confidence that the remainder of this portfolio will continue to deliver the returns we originally set out to achieve.”
Consolidated Results for the Quarter Ended March 31, 2025
Net loss for the three months ended March 31, 2025 was $8.6 million compared to net income of $1.5 million for the three months ended March 31, 2024 largely due to the following:
•underwriting income(4) of $7.5 million in the first quarter of 2025 compared to an underwriting loss of $7.5 million during the same respective period in 2024 which was impacted by:
•favorable PPD of $12.4 million in the first quarter of 2025 compared to adverse PPD of $6.6 million during the same period in 2024 detailed as follows:
•The AmTrust Reinsurance segment had favorable PPD of $7.8 million in the first quarter of 2025 compared to adverse PPD of $7.2 million for the first quarter of 2024. The favorable PPD in 2025 included $5.9 million for the amortization of the deferred gain liability since cumulative paid losses exceed the risk retention under the LPT/ADC Agreement; and
•The Diversified Reinsurance segment had favorable PPD of $4.6 million in the first quarter of 2025 compared to favorable PPD of $0.7 million for the first quarter of 2024.
•on a current accident year basis, underwriting loss of $4.9 million for the three months ended March 31, 2025 compared to an underwriting loss of $1.0 million for the same period in 2024.
•lower total income from investment activities of $3.6 million for the three months ended March 31, 2025 compared to $17.1 million during the same respective period in 2024, primarily due to continued negative operating cash flows due to settlement of claim payments to AmTrust as the Company continues to run-off its existing reinsurance liabilities in the AmTrust Reinsurance segment, which was comprised of:
•net investment income of $3.0 million for the three months ended March 31, 2025 compared to $7.7 million for the same period in 2024;
•net realized and unrealized investment gains of $3.3 million for the three months ended March 31, 2025 compared to net realized and unrealized investment gains of $8.8 million for the same period in 2024; and
•interest in loss of equity method investments of $2.7 million for the three months ended March 31, 2025 compared to income of $0.6 million for the same period in 2024.
•corporate general and administrative expenses increased to $7.5 million for the three months ended March 31, 2025 compared to $5.3 million for the same respective period in 2024, primarily due to expenses related to significant and ongoing strategic initiatives including the Company's upcoming business combination with Kestrel; and
•foreign exchange and other losses of $7.4 million for the three months ended March 31, 2025 compared to foreign exchange and other gains of $2.1 million for the same respective period in 2024. This was driven by the U.S. dollar which significantly weakened against the Euro and the British pound in the three months ended March 31, 2025.
Net premiums written for the three months ended March 31, 2025 were $4.0 million compared to $8.3 million for the same
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period in 2024:
•Net premiums written in the Diversified Reinsurance segment decreased by $3.8 million or 43.4% for the three months ended March 31, 2025 compared to the same period in 2024 due to lower written premiums by wholly owned Swedish subsidiaries Maiden LF and Maiden GF as they are no longer writing new business due to their pending sale.
•Net premiums written in the AmTrust Reinsurance segment decreased by $0.4 million for the three months ended March 31, 2025 compared to the same period in 2024 due to termination of the reinsurance agreements with AmTrust.
Net premiums earned decreased by $4.7 million for the three months ended March 31, 2025 compared to the same period in 2024 largely due to lower earned premiums in Diversified Reinsurance due to the pending sale of Maiden LF and Maiden GF.
Net investment income decreased by $4.7 million or 60.6% for the three months ended March 31, 2025 compared to the same period in 2024 primarily due to lower interest income earned on the loan to related party and funds withheld receivable. Average aggregate fixed income assets decreased by 25.9% due to continued run-off of reinsurance liabilities previously written on prospective risks. The yield on fixed income assets decreased to 2.7% for the three months ended March 31, 2025, compared to 4.6% for the same period in 2024.
Annualized yields on fixed income assets (including the net loan receivable from related party) decreased with 49.4% of the Company's fixed income portfolio as of March 31, 2025 invested in floating rate assets compared to 51.1% as of March 31, 2024. Net interest income earned on the net loan was offset by a non-recurring adjustment of $1.2 million in the three months ended March 31, 2025 due to contractual reductions regarding the timing of paid loss settlements in 2024. Therefore, the net loan receivable carried a lower weighted average interest rate on a balance of $128.1 million which decreased to 1.9% for the first quarter of 2025 compared to 7.3% on a balance of $168.0 million for the first quarter of 2024.
Net realized and unrealized investment gains for the three months ended March 31, 2025 were $3.3 million compared to net investment gains of $8.8 million for the same period in 2024. This included net realized and unrealized investment gains on alternative investments of $3.3 million in the first quarter of 2025 compared to net realized and unrealized investment gains of $9.0 million in the first quarter of 2024.
Net loss and LAE decreased by $19.2 million during the three months ended March 31, 2025 compared to the same period in 2024. Net loss and LAE for the first quarter of 2025 was impacted by net favorable PPD of $12.4 million compared to net adverse PPD of $6.6 million for the first quarter of 2024.
•The AmTrust Reinsurance segment had favorable PPD of $7.8 million in the first quarter of 2025 compared to adverse PPD of $7.2 million for the first quarter of 2024. Net favorable PPD for the three months ended March 31, 2025 was primarily due to amortization of the deferred gain liability of $5.9 million for the three months ended March 31, 2025 since cumulative paid losses exceed the risk retention under the LPT/ADC Agreement.
•The Diversified Reinsurance segment had favorable PPD of $4.6 million in the first quarter of 2025 compared to favorable PPD of $0.7 million for the first quarter of 2024. GLS had favorable development during the first quarter of 2025 due to the pending commutation of a certain GLS contract subject to approval by the Vermont DFR.
Commission and other acquisition expenses decreased to $4.6 million for the three months ended March 31, 2025 compared to $5.6 million for the same period in 2024 due to lower earned premiums from Maiden LF and Maiden GF as they are no longer writing new business due to their pending sale. Total acquisition expenses increased as a percentage of net premiums earned for the three months ended March 31, 2025 driven by accelerated amortization of deferred acquisition costs upon the recognition of an additional premium deficiency of $1.3 million in the AmTrust Reinsurance segment.
Total general and administrative expenses increased by $2.7 million, or 33.7% for the three months ended March 31, 2025, compared to the same period in 2024 primarily due to $2.8 million in higher professional service fees related to various strategic initiatives. Excluding non-recurring expenses, Maiden's adjusted operating expenses increased 3.3% to $8.0 million for the three months ended March 31, 2025, compared to $7.8 million for the same period in 2024 driven by higher legal fees primarily related to ongoing litigation and disputes.
Operating Results for the three months ended March 31, 2025
In addition to other adjustments, management adjusts reported GAAP net loss and underwriting results by excluding incurred losses and LAE covered by the LPT/ADC Agreement with Cavello. Such losses are fully recoverable from Cavello, and are reported as future GAAP income over time as recoveries are received subject to the applicable GAAP accounting rules, therefore adjusting for these losses shows the ultimate economic benefit of the LPT/ADC Agreement to Maiden.
Non-GAAP operating loss(5) was $2.8 million or $0.03 per diluted common share for the first quarter of 2025 compared to a loss of $5.0 million or $0.05 per diluted common share for the first quarter of 2024. Adjusted to include net realized and unrealized investment gains and an interest in (loss) income of equity method investments which are recurring parts of investment results with the Company’s underwriting activities in run-off, the adjusted non-GAAP operating loss was $2.2 million or $0.03 per diluted common share for the first quarter of 2025, compared to the adjusted non-GAAP operating earnings of $4.4 million or $0.04 per diluted common share for the first quarter of 2024.
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The unamortized deferred gain on retroactive reinsurance under the LPT/ADC Agreement with Cavello was $104.0 million as of March 31, 2025, a net decrease of $1.0 million compared to $105.0 million at December 31, 2024. During the three months ended March 31, 2025, the Company received $28.2 million in loss recoveries from Cavello under the LPT/ADC Agreement (year ended December 31, 2024 - $20.8 million).
Amortization of the deferred gain was $5.9 million for the three months ended March 31, 2025 since cumulative paid losses exceed the risk retention under the LPT/ADC Agreement (year ended December 31, 2024 - $4.1 million). The table below shows the components of the decrease in the deferred gain for the LPT/ADC Agreement for the three months ended March 31, 2025 and the year ended December 31, 2024:
  2025 2024
Opening Balance $ 104,955  $ 70,916 
Adverse PPD covered under the LPT/ADC Agreement(1)
4,901  64,338 
Favorable PPD on commuted Workers Compensation business —  (26,200)
Amortization of deferred gain for the LPT/ADC Agreement (5,888) (4,099)
Deferred gain liability for the LPT/ADC Agreement $ 103,968  $ 104,955 
(1) Adverse PPD covered under the LPT/ADC Agreement for the three months ended March 31, 2025 is due to foreign currency translation adjustments on the re-measurement of net loss reserves and insurance related liabilities denominated in British pound and euro.
The table below shows the components of the decrease in the related reinsurance recoverable on unpaid losses under the LPT/ADC Agreement for the three months ended March 31, 2025 and the year ended December 31, 2024:
  2025 2024
  ($ in thousands)
Opening Balance $ 532,910  $ 515,463 
Adverse PPD covered under the LPT/ADC Agreement(1)
4,901  64,338 
Favorable PPD on commuted Workers Compensation business —  (26,200)
Recoveries received under the LPT/ADC Agreement (28,162) (20,825)
Change in credit loss allowance on reinsurance recoverable under LPT/ADC Agreement 289  134 
Reinsurance recoverable on unpaid losses under the LPT/ADC Agreement $ 509,938  $ 532,910 
(1) Adverse PPD covered under the LPT/ADC Agreement for the three months ended March 31, 2025 is due to foreign currency translation adjustments on the re-measurement of net loss reserves and insurance related liabilities denominated in British pound and euro.
Adjusted for prior year reserve development under the AmTrust Quota Share which is fully recoverable from Cavello under the LPT/ADC Agreement, the non-GAAP net loss and LAE(9) increased by $1.0 million for the three months ended March 31, 2025 compared to non-GAAP net loss and LAE which decreased by $5.0 million in the three months ended March 31, 2024.
Non-GAAP underwriting income(9) was $6.5 million for the three months ended March 31, 2025 compared to an underwriting loss of $2.5 million for the three months ended March 31, 2024. The non-GAAP underwriting income of $6.5 million for the three months ended March 31, 2025, was primarily driven by:
•favorable prior year reserve development in the AmTrust Reinsurance segment not covered by the LPT/ADC Agreement, specifically the run-off of the AmTrust Quota Share with losses occurring after December 31, 2018; and
•underwriting income of $2.3 million in the Diversified Reinsurance segment for the three months ended March 31, 2025. This included underwriting income of $1.2 million from GLS operations primarily due to a $2.5 million reduction in incurred losses from a loss commutation agreement for a GLS contract, the approval of which remains pending with the Vermont DFR.
Please refer to the Non-GAAP Financial Measures tables in this earnings release for additional information on these non-GAAP financial measures and reconciliation of these measures to the appropriate GAAP measures.
Annual Report on Form 10-K for the Year Ended March 31, 2025 and Other Financial Matters
The Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025 was filed with the U.S. Securities and Exchange Commission on May 12, 2025. Additional information on the matters reported in this news release along with other required disclosures can be found in that filing.
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Total assets were $1.2 billion at March 31, 2025 which decreased by $81.4 million compared to December 31, 2024 largely due to the continuing run-off of the Company's prior reinsurance liabilities. Shareholders' equity was $37.6 million at March 31, 2025 compared to $45.2 million at December 31, 2024.
Adjusted shareholders' equity(2) was $141.5 million at March 31, 2025 compared to $150.1 million at December 31, 2024, which includes an unamortized deferred gain under the LPT/ADC Agreement of $104.0 million at March 31, 2025 and $105.0 million at December 31, 2024.
The Company's wholly owned subsidiary, Maiden Holdings North America, Ltd., holds NOL carryforwards which were $460.8 million as of March 31, 2025. Approximately $81.0 million or 17.6% of the Company's NOL carryforwards have no expiry date under the relevant U.S. tax law. These NOLs, in combination with additional net deferred tax assets primarily related to the Company's insurance liabilities, result in a net U.S. deferred tax asset (before valuation allowance) of $167.5 million or $1.68 per common share as of March 31, 2025. The net deferred tax assets are not presently recognized on the Company’s balance sheet as a full valuation allowance is carried against them.
During the three months ended March 31, 2025 and subsequent to the three months ended March 31, 2025, and through the period ended May 12, 2025, Maiden Reinsurance did not repurchase any common shares under the Company's authorized common share repurchase plan. The Company's remaining share repurchase authorization was $68.1 million at May 12, 2025 under the Company's $100.0 million share repurchase plan, which was approved by the Company's Board of Directors on February 21, 2017. Concurrent with the announcement of the Kestrel Agreement, Maiden has suspended its common share repurchase program.
On May 2, 2024, the Company's Board of Directors approved the repurchase, including the repurchase by Maiden Reinsurance in accordance with its investment guidelines, of up to $100.0 million of the Company's Senior Notes from time to time at market prices in open market purchases or as may be privately negotiated. The Company's current remaining authorization is $99.9 million for Senior Notes repurchases.
The Company no longer presents certain non-GAAP measures such as combined ratio and its related components in its news release or quarterly reports, as it believes that as the run-off of its reinsurance portfolios progresses, such ratios are increasingly not meaningful and of less value to readers as they evaluate Maiden's financial results.
Quarterly Dividends
The Company's Board of Directors did not authorize any quarterly dividends on its common shares during the three months ended March 31, 2025 and 2024.
About Maiden Holdings, Ltd.
Maiden Holdings, Ltd. is a Bermuda-based holding company formed in 2007. Maiden creates shareholder value by actively managing and allocating our assets and capital, including through ownership and management of businesses and assets mostly in the insurance and related financial services industries where we can leverage our deep knowledge of those markets.
(1)(2)(4)(5)(9)(10) Please refer to the Non-GAAP Financial Measures tables for additional information on these non-GAAP financial measures and reconciliation of these measures to GAAP measures.
CONTACT: 
FGS Global
Maiden@fgsglobal.com
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Special Note about Forward Looking Statements
Certain statements in this press release, other than purely historical information, including with respect to the consummation of the business combination with Kestrel, including the expected time period to consummate the business combination, and the anticipated benefits of the business combination, as well as estimates, projections, statements relating to the Company’s business plans, objectives and expected operating results and the assumptions upon which those statements are based, including statements in respect of the business combination with Kestrel, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include general statements both with respect to the Company and the insurance industry and generally are identified with the words "anticipate", "believe", "expect", "predict", "estimate", "intend", "plan", "project", "seek", "potential", "possible", "could", "might", "may", "should", "will", "would", "will be", "will continue", "will likely result" and similar expressions. In light of the risks and uncertainties inherent in all forward-looking statements, the inclusion of such statements in this press release should not be considered as a representation by the Company or any other person that the Company’s objectives or plans or other matters described in any forward-looking statement will be achieved. These statements are based on current plans, estimates, assumptions and expectations. Actual results may differ materially from those projected in such forward-looking statements and therefore, you should not place undue reliance on them. Important factors that could cause actual results to differ materially from those in such forward-looking statements are set forth in Item 1A "Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
The Company cautions that the list of important risk factors in its Annual Report on Form 10-K for the year ended December 31, 2024 is not intended to be and is not exhaustive. The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law, and all subsequent written and oral forward-looking statements attributable to the Company or individuals acting on the Company’s behalf are expressly qualified in their entirety by this paragraph. If one or more risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, the Company’s actual results may vary materially from what was projected. Any forward-looking statements in this press release reflect the Company’s current view with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Company’s operations, results of operations, growth, strategy and liquidity. Readers are cautioned not to place undue reliance on the forward-looking statements which speak only as of the dates of the documents in which such statements were made.
Any discrepancies between the amounts included in the results of operations discussion and the consolidated financial statement tables are due to rounding.





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MAIDEN HOLDINGS, LTD.
CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars, except share and per share data)
March 31,
2025
December 31, 2024
(Unaudited) (Audited)
ASSETS
Investments:
Fixed maturities, available-for-sale, at fair value (amortized cost 2025 - $205,909; 2024 - $236,788)
$ 202,460  $ 232,613 
Equity securities, at fair value 11,850  13,147 
Equity method investments 78,841  81,287 
  Other investments 163,558  157,016 
Total investments 456,709  484,063 
Cash and cash equivalents 28,706  25,651 
Restricted cash and cash equivalents 15,562  9,084 
Accrued investment income 3,741  3,346 
Reinsurance balances receivable, net 9,103  8,159 
Reinsurance recoverable on unpaid losses 549,350  571,331 
Loan to related party 128,118  167,975 
Deferred commission and other acquisition expenses, net 5,524  8,102 
Funds withheld receivable 12,606  12,650 
Other assets 5,527  4,830 
Assets held for sale 19,638  20,815 
Total assets $ 1,234,584  $ 1,316,006 
LIABILITIES
Reserve for loss and loss adjustment expenses $ 757,286  $ 793,679 
Unearned premiums 26,196  29,793 
Deferred gain on retroactive reinsurance 106,268  107,255 
Liability for securities purchased —  6,480 
Accrued expenses and other liabilities 51,818  77,966 
Senior notes - principal amount 262,361  262,361 
Less: unamortized debt issuance costs 7,563  7,604 
Senior notes, net 254,798  254,757 
Liabilities held for sale 645  883 
Total liabilities 1,197,011  1,270,813 
Commitments and Contingencies
EQUITY
Common shares 1,513  1,503 
Additional paid-in capital 888,575  888,067 
Accumulated other comprehensive loss (31,930) (32,733)
Accumulated deficit (696,559) (687,914)
Treasury shares, at cost (124,026) (123,730)
Total Equity 37,573  45,193 
Total Liabilities and Equity $ 1,234,584  $ 1,316,006 
Book value per common share(1)
$ 0.38  $ 0.46 
Common shares outstanding 99,682,710  99,039,253 
7


MAIDEN HOLDINGS, LTD.
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In thousands of U.S. dollars, except share and per share data)
For the Three Months Ended March 31, 2025 2024
Revenues:
Gross premiums written $ 4,074  $ 8,323 
Net premiums written $ 4,049  $ 8,314 
Change in unearned premiums 3,635  4,094 
Net premiums earned 7,684  12,408 
Other insurance revenue, net —  46 
Net investment income 3,034  7,700 
Net realized and unrealized investment gains 3,331  8,750 
Total revenues 14,049  28,904 
Expenses:
Net loss and loss adjustment expenses (7,623) 11,625 
Commission and other acquisition expenses 4,558  5,593 
General and administrative expenses 10,773  8,060 
Total expenses 7,708  25,278 
Other expenses
Interest and amortization expenses 4,818  4,815 
Foreign exchange and other losses (gains) 7,434  (2,053)
Total other expenses 12,252  2,762 
Net (loss) income before income taxes and interest in (loss) income of equity method investments
(5,911) 864 
Less: income tax expense 12  11 
Interest in (loss) income of equity method investments
(2,722) 606 
Net (loss) income $ (8,645) $ 1,459 
Basic and diluted (loss) earnings per share attributable to common shareholders $ (0.09) $ 0.01 
Annualized return on average common equity (84.7) % 2.4  %
Weighted average number of common shares - basic and diluted 99,120,644 100,457,125

8


MAIDEN HOLDINGS, LTD.
SUPPLEMENTAL FINANCIAL DATA - SEGMENT INFORMATION (Unaudited)
(in thousands of U.S. dollars)

For the Three Months Ended March 31, 2025 Diversified Reinsurance AmTrust Reinsurance Total
Gross premiums written
$ 5,016  $ (942) $ 4,074 
Net premiums written
$ 4,991  $ (942) $ 4,049 
Net premiums earned
$ 5,000  $ 2,684  $ 7,684 
Net loss and loss adjustment expenses ("loss and LAE")
2,234  5,389  7,623 
Commission and other acquisition expenses
(2,291) (2,267) (4,558)
General and administrative expenses(3)
(2,689) (606) (3,295)
Underwriting income (4)
$ 2,254  $ 5,200  7,454 
Reconciliation to net loss
Net investment income and net realized and unrealized investment gains
6,365 
Interest and amortization expenses
(4,818)
Foreign exchange and other losses, net
(7,434)
Other general and administrative expenses(3)
(7,478)
Income tax expense
(12)
Interest in loss of equity method investments
(2,722)
Net loss
$ (8,645)


For the Three Months Ended March 31, 2024 Diversified Reinsurance AmTrust Reinsurance Total
Gross premiums written
$ 8,828  $ (505) $ 8,323 
Net premiums written
$ 8,819  $ (505) $ 8,314 
Net premiums earned
$ 8,991  $ 3,417  $ 12,408 
Other insurance revenue
46  —  46 
Net loss and LAE
(2,924) (8,701) (11,625)
Commission and other acquisition expenses
(4,295) (1,298) (5,593)
General and administrative expenses(3)
(2,090) (670) (2,760)
Underwriting loss(4)
$ (272) $ (7,252) (7,524)
Reconciliation to net income
Net investment income and net realized and unrealized investment gains
16,450 
Interest and amortization expenses
(4,815)
Foreign exchange and other gains, net
2,053 
Other general and administrative expenses(3)
(5,300)
Income tax expense
(11)
Interest in income of equity method investments
606 
Net income
$ 1,459 








9


MAIDEN HOLDINGS, LTD.
NON-GAAP FINANCIAL MEASURES (Unaudited)
(In thousands of U.S. dollars, except share and per share data)
For the Three Months Ended March 31, 2025 2024
Non-GAAP operating loss (5)
$ (2,807) $ (4,950)
Non-GAAP basic and diluted operating loss per common share attributable to Maiden common shareholders(5)
$ (0.03) $ (0.05)
Annualized non-GAAP operating return on average adjusted common equity(6)
(7.8) % (6.2) %
Reconciliation of net (loss) income to non-GAAP operating loss:
Net (loss) income $ (8,645) $ 1,459 
Add (subtract):
Net realized and unrealized investment gains (3,331) (8,750)
Foreign exchange and other losses (gains) 7,434  (2,053)
Interest in loss (income) of equity method investments
2,722  (606)
Change in deferred gain on retroactive reinsurance under the LPT/ADC Agreement (987) 5,000 
Non-GAAP operating loss (5)
$ (2,807) $ (4,950)
Weighted average number of common shares - basic and diluted 99,120,644  100,457,125 
Reconciliation of diluted (loss) earnings per share attributable to Maiden common shareholders to non-GAAP diluted operating loss per share attributable to Maiden common shareholders:
Diluted (loss) earnings per share attributable to common shareholders
$ (0.09) $ 0.01 
Add (subtract):
Net realized and unrealized investment gains (0.03) (0.08)
Foreign exchange and other losses (gains) 0.07  (0.02)
Interest in loss (income) of equity method investments
0.03  (0.01)
Change in deferred gain on retroactive reinsurance under the LPT/ADC Agreement (0.01) 0.05 
Non-GAAP diluted operating loss per share attributable to common shareholders
$ (0.03) $ (0.05)
Non-GAAP Underwriting Results and Non-GAAP Net Loss and LAE
Gross premiums written $ 4,074  $ 8,323 
Net premiums written $ 4,049  $ 8,314 
Net premiums earned $ 7,684  $ 12,408 
Other insurance revenue, net —  46 
Non-GAAP net loss and LAE(9)
6,636  (6,625)
Commission and other acquisition expenses (4,558) (5,593)
General and administrative expenses(3)
(3,295) (2,760)
Non-GAAP underwriting income (loss)(9)
$ 6,467  $ (2,524)
Net loss and LAE $ (7,623) $ 11,625 
Less: change in deferred gain on retroactive reinsurance under the LPT/ADC Agreement (987) 5,000 
Non-GAAP net loss and LAE(9)
$ (6,636) $ 6,625 





10


MAIDEN HOLDINGS, LTD.
NON-GAAP FINANCIAL MEASURES (Unaudited)
(In thousands of U.S. dollars, except share and per share data)

March 31, 2025 December 31, 2024
Investable assets:
Total investments $ 456,709  $ 484,063 
Cash and cash equivalents 28,706  25,651 
Restricted cash and cash equivalents 15,562  9,084 
Loan to related party 128,118  167,975 
Funds withheld receivable 12,606  12,650 
Total investable assets(7)
$ 641,701  $ 699,423 
Capital:
Total shareholders' equity
$ 37,573  $ 45,193 
2016 Senior Notes
110,000  110,000 
2013 Senior Notes
152,361  152,361 
Total capital resources(8)
$ 299,934  $ 307,554 
Reconciliation of total shareholders' equity to adjusted shareholders' equity:
Total Shareholders’ Equity
$ 37,573  $ 45,193 
Unamortized deferred gain on LPT/ADC Agreement 103,968  104,955 
Adjusted shareholders' equity(2)
$ 141,541  $ 150,148 
Reconciliation of book value per common share to adjusted book value per common share:
Book value per common share
$ 0.38  $ 0.46 
Unamortized deferred gain on LPT/ADC Agreement 1.04  1.06 
Adjusted book value per common share(2)
$ 1.42  $ 1.52 




11


(1) Book value per common share is calculated using shareholders’ equity divided by the number of common shares outstanding. Management uses growth in this metric as a prime measure of the value we are generating for our common shareholders, because management believes that growth in this metric ultimately results in growth in the Company’s common share price. This metric is impacted by the Company’s net income and external factors, such as interest rates, which can drive changes in unrealized gains or losses on our investment portfolio, as well as share repurchases.
 
(2) Adjusted Total Shareholders' Equity and Adjusted Book Value per Common Share: Management has adjusted GAAP shareholders' equity by adding the unamortized deferred gain on retroactive reinsurance arising from the LPT/ADC Agreement. As a result, by virtue of this adjustment, management has also computed the Adjusted Book Value per Common Share. The deferred gain on retroactive reinsurance represents amounts estimated to be fully recoverable from Cavello and management believes adjusting for this shows the ultimate economic benefit of the LPT/ADC Agreement. We believe reflecting this economic benefit is helpful to understand future trends in our operations, which will improve the Company's shareholders' equity over the settlement period.
(3) Underwriting related general and administrative expenses is a non-GAAP measure and includes expenses which are segregated for analytical purposes as a component of underwriting income (loss).
(4) Underwriting income or loss is a non-GAAP measure and is calculated as net premiums earned plus other insurance revenue less net loss and LAE, commission and other acquisition expenses and general and administrative expenses directly related to underwriting activities. For purposes of these non-GAAP operating measures, the fee-generating business, which is included in our Diversified Reinsurance segment, is considered part of the underwriting operations of the Company. Management believes that this measure is important in evaluating the underwriting performance of the Company and its segments. This measure is also a useful tool to measure the profitability of the Company separately from the investment results and is also a widely used performance indicator in the insurance industry.
(5) Non-GAAP operating earnings (loss) and non-GAAP basic and diluted operating earnings (loss) per common share are non-GAAP financial measure defined by the Company as net income (loss) excluding realized investment gains and losses, foreign exchange and other gains and losses, interest in income (loss) of equity method investment, and (favorable) adverse prior year loss development subject to LPT/ADC Agreement and should not be considered as an alternative to net income (loss). The Company's management believes that the use of non-GAAP operating earnings (loss) and non-GAAP diluted operating earnings (loss) per common share enables investors and other users of the Company’s financial information to analyze its performance in a manner similar to how management analyzes performance. Management also believes that these measures generally follow industry practice therefore allowing the users of financial information to compare the Company’s performance with its industry peer group, and that the equity analysts and certain rating agencies which follow the Company, and the insurance industry as a whole, generally exclude these items from their analyses for the same reasons. Non-GAAP operating earnings should not be viewed as a substitute for U.S. GAAP net income.
(6) Non-GAAP operating return on average adjusted shareholders' equity is a non-GAAP financial measure. Management uses non-GAAP operating return on average adjusted shareholders' equity as a measure of profitability that focuses on the return to common shareholders. It is calculated using non-GAAP operating earnings divided by average adjusted shareholders' equity adjusted for the deferred gain on LPT/ADC Agreement.
(7) Investable assets are the total of the Company's investments, cash and cash equivalents, loan to a related party and funds withheld receivable.
(8) Total capital resources are the sum of the Company's principal amount of debt and shareholders' equity.
(9) Non-GAAP net loss and LAE and Non-GAAP underwriting income (loss): Management has further adjusted the net loss and LAE and underwriting income (loss) (as defined above) by recognizing into income the (favorable) adverse prior year loss development subject to LPT/ADC Agreement relating to losses subject to that agreement. The deferred gain represents amounts estimated to be fully recoverable from Cavello and management believes adjusting for this shows the ultimate economic benefit of the LPT/ADC Agreement on Maiden's underwriting income (loss). Management believes reflecting the economic benefit of this retroactive reinsurance agreement is helpful for understanding future trends in our operations.
(10) Adjusted non-GAAP operating earnings (loss) are non-GAAP financial measures defined by the Company as net income (loss) excluding foreign exchange and other gains and losses, and (favorable) adverse prior year loss development subject to LPT/ADC Agreement and should not be considered as an alternative to net income (loss). The operating loss was adjusted to include net realized and unrealized investment gains and an interest in income (loss) of equity method investments which are recurring parts of investment results with our underwriting activities in run-off.

12


Exhibit 99.2

Image2.jpg
 
PRESS RELEASE

Maiden Holdings, Ltd. Releases First Quarter 2025
Financial Results and Updates on Strategic Transactions


PEMBROKE, Bermuda, May 12, 2025 (BUSINESS WIRE) -- Maiden Holdings, Ltd. (NASDAQ:MHLD) ("Maiden") has released its first quarter 2025 financial results and provided an update on its pending strategic transactions via its investor relations website. Concurrent with releasing its results, Maiden also published an investor update presentation.

Both documents are posted at https://www.maiden.bm/investor_relations.


About Maiden Holdings, Ltd.

Maiden Holdings, Ltd. is a Bermuda-based holding company formed in 2007. Maiden creates shareholder value by actively managing and allocating our assets and capital, including through ownership and management of businesses and assets mostly in the insurance and related financial services industries where we can leverage our deep knowledge of those markets.





CONTACT: 

FGS Global
Maiden@fgsglobal.com
13
EX-99.3 2 mhldinvestorupdateq12025.htm EX-99.3 mhldinvestorupdateq12025
Maiden Holdings, Ltd. First Quarter 2025 Investor Presentation May 2025


 
Investor Disclosures 2 Forward Looking Statements This presentation contains "forward-looking statements" which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The forward-looking statements are based on Maiden Holdings, Ltd.’s (the “Company”) future developments and their potential effects on the Company including the consummation of the business combination with Kestrel Group LLC ("Kestrel"), as described in the Company's Form 10-K (the "Transaction"), the expected time period to consummate the business combination, and the anticipated benefits of the business combination. There can be no assurance that actual developments will be those anticipated by the Company. Actual results may differ materially from those projected as a result of significant risks and uncertainties, including non-receipt of the expected payments, changes in interest rates, effect of the performance of financial markets on investment income and fair values of investments, developments of claims and the effect on loss reserves, accuracy in projecting loss reserves, the impact of competition and pricing environments, changes in the demand for the Company's products, the effect of general economic conditions and unusual frequency of storm activity, adverse state and federal legislation, regulations and regulatory investigations into industry practices, developments relating to existing agreements, heightened competition, changes in pricing environments, and changes in asset valuations. Additional information about these risks and uncertainties, as well as others that may cause actual results to differ materially from those projected is contained in Item 1A, Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 10, 2025. The Company undertakes no obligation to publicly update any forward-looking statements, except as may be required by law. Any discrepancies between the amounts included in this presentation and amounts included in the Company’s Form 10-Q for the period ended March 31, 2025, filed with the SEC are due to rounding. Non-GAAP Financial Measures In addition to the Summary Consolidated Balance Sheets and Consolidated Statements of Income, management uses certain key financial measures, some of which are non-GAAP measures, to evaluate the Company's financial performance and the overall growth in value generated for the Company’s common shareholders. Management believes that these measures, which may be defined differently by other companies, explain the Company’s results to investors in a manner that allows for a more complete understanding of the underlying trends in the Company’s business. The non-GAAP measures should not be viewed as a substitute for those determined in accordance with U.S. GAAP. See the Appendix of this presentation for a reconciliation of the Company’s non-GAAP measures to the nearest GAAP measure.


 
Maiden Holdings – Q1 2025 Key Messages • Combination with Kestrel Group expected to realize strategic pivot to fee-based model o Pending divestiture of IIS platform extends strategy shift • Both transactions navigating regulatory approval process and the Company presently targets completing both of these transactions during the second quarter of 2025 o Maiden shareholders approved all proposals related to Kestrel transaction on April 29 • Non-recurring and non-operational items impacted Maiden Q1 2025 results o Strategic initiatives driving higher expenses in Q1 – will recur in Q2 2025 as both transactions are completed o Significant weakening of U.S. dollar resulted in foreign exchange losses o Adjustment of $1.2 million in net investment income due to contractual reductions regarding the timing of paid loss settlements in 2024 o Small profit on an adjusted basis • Effort to reduce alternative asset portfolio ongoing with anticipated reductions in Q2 o Alternative portfolio returns still on track to achieve expected returns despite Q1 decline o Including subsequent transactions finalized since Q1, completed investments totaling distributions of $188.1m have produced pro forma IRR of 12.3% and MOIC of 1.30X — Includes $13.6m in potential estimated additional value to be received from sale of USQ Risk in addition to $4.3m received in May 2025 o Active process to complete additional transactions ongoing 3


 
Maiden Holdings Business Strategy 4 • We create shareholder value by actively managing and allocating our assets and capital o We leverage our deep knowledge of the insurance and related financial services industries into ownership and management of businesses and assets with the opportunity for increased returns o Our strategy allows us to more flexibly allocate capital to activities we believe will produce the greatest returns for our common shareholders • Strategic pivot away from asset management to fee-based strategy imminent with Kestrel transaction and IIS divestiture transactions presently expected to close in Q2 2025 o Transaction expected to enable more predictable areas of revenue and profit to emerge  Expect to supplement platform by deploying reinsurance capacity from Maiden Reinsurance on selective basis o Entered into a Stock Purchase Agreement to sell Maiden LF and Maiden GF to UK-based acquirer • Recent strategic focus led by asset management now de-emphasized o Alternative asset portfolio reduced and active process to further divest assets continues although process may occur over extended period – no new commitments made or expected o Completed investments have exceeded target returns to date o Capital management remains viable particularly if exaggerated share price weakness persists • We believe these areas of strategic focus will enhance our profitability o We believe our strategic pivot increases the likelihood of fully utilizing the significant tax NOL carryforwards which would create additional common shareholder value


 
Maiden Holdings Q1 2025 Financial Overview 5 • Adjusted book value $1.42 per share as of March 31, 2025 represents true economic value Maiden – does not consider impacts of combination with Kestrel o Q1 loss primarily the result of higher non-recurring operating expenses due to Kestrel combination, foreign exchange losses due to significant weakening of U.S. dollar o On adjusted basis, modest Q1 profit of $0.6m o Reported book value per common share lower at $0.38 per share as of March 31, 2025 • See Q1 results recap starting on slide 10 • Favorable PPD of $12.4m in Q1 2025 driven by amortization of LPT/ADC deferred gain o Q1 2025 amortization of deferred gain as income of $5.9m along with LPT/ADC recoveries from Enstar of $28.2m o Deferred gain of $104.0m or $1.04 per share at 3/31/2025 will be recognized as GAAP income over time as LPT/ADC recoveries are received, subject to reinsurance contract and relevant GAAP accounting rules • Investment results decreased to $3.6m in Q1 2025 compared to $17.1m in Q1 2024 o Q1 2025 investment results were driven by lower investment income on the fixed maturity & alternative asset portfolios, negative equity pick-ups on certain equity method investments in the alternative asset class, and lower realized/unrealized investment gains from investments particularly in the private equity & private credit asset classes o Decreased Q1 2025 investment results also reflect the ongoing run-off of liabilities and decreases made to the alternative investment portfolio o Q2 investment results should strengthen based on recent asset sales and absence of non-recurring items • Deferred tax asset of $1.68 per share not yet recognized in book value o $460.8m in NOL carryforwards at 3/31/2025 – $81.0m or 17.6% have no expiry date o On pro forma basis factoring in Kestrel transaction, unrecognized deferred tax asset is $1.08 per share * Please see the definition of non-GAAP financial measures in the Appendix of this presentation for additional important information regarding certain terms used herein


 
Q1 2025 Asset Management Update 6 *Please see the definition of non-GAAP financial measures in the Appendix of this presentation for additional important information regarding certain terms used herein NM – Not Meaningful Gross Investment Return (TTM) 31-Mar-25 31-Dec-24 YTD Change Fixed Income AFS and cash 4.7% 246,728$ 267,348$ (20,620)$ Loan to related party 6.4% 128,118$ 167,975$ (39,857)$ Funds wi thheld receivable 1.6% 12,606$ 12,650$ (44)$ Total Fixed Income 4.9% 387,452$ 447,973$ (60,521)$ Alternative Investments Priva te Equity 8.9% 58,922$ 58,031$ 890$ Priva te Credit -2.9% 1,808$ 1,909$ (100)$ Alternatives -4.7% 103,597$ 104,790$ (1,193)$ Venture Capita l 4.3% 26,196$ 23,533$ 2,663$ Real Es tate -0.2% 63,726$ 63,187$ 538$ Total Alternative Investments 0.7% 254,249$ 251,450$ 2,799$ Total Investable Assets 3.3% 641,701$ 699,423$ (57,722)$ Investable Assets


 
Q1 2025 Asset Management Update 7 * Please see the definition of non-GAAP financial measures in the Appendix of this presentation for additional important information regarding certain terms used herein Alternative Investments • Alternative investments increased by 1.1% to $254.2m at 3/31/2025 compared to $251.4m at 12/31/2024 o Q1 change primarily as a result of contributions to certain alternative and venture capital investments, offset by negative equity adjustments on certain investments in the alternative asset class • The trailing twelve-month total investment return for the alternative asset portfolio is 0.7% o Still on track to exceed long-term benchmark returns (cost of debt capital) with completed returns exceeding benchmark o Q2 2025 asset sales expected to increase returns o See slides 9-10 for return trends and performance by asset class • Q1 2025 total gross returns on alternative investments of $0.8m vs. $10.8m for Q1 2025 o Smaller asset base as a result of 2024 sales, particularly in private credit reduced investment income by $2.3m o Net realized and unrealized gains declined by $5.8m due to reduced asset base and unrealized losses on select private equity investments o Certain negative equity pick-ups on investments in the alternative asset class further decreased returns by $3.1m • Accounting for alternative assets may be impacted by Kestrel transaction o Certain alternative and real estate investments comprising 56.7% of the alternative asset portfolio currently not marked to fair value o Accounting for select investments may change post-closing of Kestrel transaction Fixed Income • Fixed income returns primarily driven by QTD income from AFS securities of $2.1m and AmTrust loan of $0.6m o Short portfolio duration of 0.9 years well positioned for current credit market volatility o Higher yields on cash equivalents and floating rate CLOs are offsetting the impact of shrinking fixed income portfolio • Fixed income portfolio continues to decrease in size as AmTrust liabilities continue to run off o FWH asset fully exhausted in Q3 2024 o Proceeds from the Q3 alternative investment sales invested in short-term investment grade fixed income securities • Floating rate securities compose $191.2m or 47.1% of fixed income investments which is reducing interest rate risk o $63.1m or 15.5% are CLOs which may be credit sensitive  Average CLO rating is AA+ with 93.3% rated AAA  EUR CLOs of $63.1m yield is 3.4% o $128.1m or 31.5% is floating rate loan to related party and was priced at Fed Funds rate + 150 basis points to 3/31/2025  Yield of related party loan decreased to 5.8% during Q1 2025  Spread reduced by 50 bps as part of 1/1/25 loan amendment Performance of Investable Assets For the Three Months Ended March 31 2025 2024 2025 2024 Gross Returns 3.4% 5.2% 1.3% 13.6% Net Returns 3.3% 5.2% 1.4% 13.4% 4. Average invested assets is the average of the amounts disclosed in our quarterly U.S. GAAP consolidated FS Fixed Income Alternative Investments 1. Fixed income includes AFS securities, cash, restricted cash, funds withheld, and loan to related party. 2. Alternative investments include other investments, equity securities, and equity method investments. 3. Change in accumulated other comprehensive income ("AOCI") excludes unrealized FX gains and losses.


 
Alternative Investment Returns Remain Above Targets 8 *Please see the definition of non-GAAP financial measures in the Appendix of this presentation for additional important information regarding certain terms used herein Total Investment Returns (TTM) • Including deals finalized since Q1, realized portfolio has produced a pro forma ITD IRR and MOIC of 12.3% and 1.30x, respectively on total completed investments with ITD distributions of $188.1m • Includes $13.6m in potential estimated additional value to be received from sale of USQ Risk in addition to $4.3m received in May 2025 • 2025 total investment return (TTM) on the portfolio was 3.3%, down from 6.7% in Q1 2024 o The decrease in total investment returns was primarily driven by realized losses from Q3 sales of alternative assets related to strategic pivot along with related investment expenses, lower income from the fixed maturity portfolio, and certain negative equity pick-ups from equity method investments in the alternative asset class • 2025 total investment returns (TTM) on the alternative & fixed income portfolios were 0.7% (vs. 11.0% in Q1 2024) and 4.9% (vs. 4.9% in Q1 2024), respectively


 
Alternative Investment Returns Continue to Build 9 *Please see the definition of non-GAAP financial measures in the Appendix of this presentation for additional important information regarding certain terms used herein Alternative Investment Highlights • Active portfolio has produced an ITD IRR and MOIC of 2.8% and 1.08x, respectively – unaudited pro forma Ranger Bermuda TopCo balance sheet at fair value has produced an ITD IRR and MOIC of 7.2% and 1.21x o 56.7% of our total alternative investments as of 3/31/2025, primarily in the Alternatives and Real Estate asset classes, do not reflect any returns to date based on the development stage of these investments - returns on these investments are expected to increase in the future as the investments mature o Excluding investments still carried at cost, active alternative investments have produced an IRR of 8.8% with an MOIC of 1.21x as of 3/31/2025 • For the trailing twelve months ended March 31, 2025, total gross return on the alternative investment portfolio was $2.1m, primarily driven by realized & unrealized gains on certain private equity investments, offset by realized losses on the sales of private credit investments and certain negative equity pick-ups on equity method investments in the alternative asset class o See Form 10-Q for further important details on alternative investment portfolio and related returns Note - IRR refers to the Internal Rate of Return & MOIC refers to the Multiple on Invested Capital IRR MOIC IRR MOIC IRR MOIC Private Equity 58,922$ 10.5% 1.36x 10.4% 1.42x 10.8% 1.25x Private Credi t 1,808$ 5.3% 1.11x 12.3% 1.21x 5.0% 1.10x Hedge Funds -$ 5.2% 1.12x 5.2% 1.12x - - Al ternatives 103,597$ 2.9% 1.08x 3.0% 1.08x -12.3% 0.83x Venture Capita l 26,196$ 7.9% 1.22x 12.0% 1.45x -2.5% 0.95x Real Es tate 63,726$ -3.1% 0.93x -3.1% 0.93x - - Total 254,249$ 4.9% 1.12x 4.2% 1.11x 6.3% 1.12x Alternative Investment Performance by Asset Class Total FundDirect Asset Class 31-Mar-25


 
Maiden Holdings – Q1 2025 Results Recap 10* Please see the definition of non-GAAP financial measures in the Appendix of this presentation for additional important information regarding certain terms used herein Comments Q1 2024Q1 2025($ millions, except per share amounts) Net Income and Per Share Data • Summary GAAP and Non-GAAP Financial Measures in Appendix$1.5 $0.01 $(8.6) $(0.09) GAAP Net Loss Attributable to Common Shares Per common share Key Income Statement Details • Underwriting income in Q1 2025 the result of favorable development on prior year reserves of $12.4m compared to adverse development of $6.6m in Q1 2024 • AmTrust segment contributed 63.1% of the favorable development in Q1 2025. • See slide 11 for detail on prior period loss development $(7.5)$7.5Underwriting Income (Loss) • Net investment income lower at $3.0m in Q1 2025 vs. $7.7m in Q1 2024 due to: 1) lower income earned on the AmTrust loan with decreased $2.5m, 2) lower funds withheld income which decreased $0.8m, 3) lower income on alternative assets which decreased $0.9m, and 4) lower income on AFS securities which decreased $0.4m • Realized and unrealized gains of $3.3m in Q1 2025 vs. $8.8m in Q1 2024 mainly attributable to lower realized and unrealized gains on assets in the private equity & private credit asset classes the result of ongoing sales of alternative assets in 2024 and 2025 – gains should increase in Q2 due to subsequent event transactions • Loss from equity method investments of $2.7m vs. income of $0.6m in Q1 2024 mainly attributable to certain negative equity pick-ups on investments in the alternative asset class of $3.3m $17.1$3.6Investment Results • Q1 2025 included $2.8m in non-recurring expenses related to various strategic initiatives • Excluding non-recurring expenses, Q1 2025 operating expenses were only $0.3m or 3.3% higher in Q1 2025 compared to Q1 2024. Majority of these expenses were related to higher legal fees for ongoing litigation and claims disputes partly offset by lower compensation costs. $8.1$10.8Operating Expenses • FX loss in Q1 2025 due to significant USD weakening relative to EUR and GBP vs U.S. dollar strengthening in Q1 2024 which resulted to FX gain $2.1$(7.4)Foreign Exchange/Other (Losses) Gains


 
Q1 2025 UW Results and Loss Development • Q1 2025 underwriting income of $7.5m vs. loss of $7.5m in Q1 2024 o Favorable prior year loss development of $12.4m in Q1 2025 vs. $6.6m of adverse prior year loss development in Q1 2024 o AmTrust Reinsurance segment had favorable loss development of $7.8m in Q1 2025 vs. adverse development of $7.2m in Q1 2024  Included in the PPD development is deferred gain amortization from LPT/ADC Agreement of $5.9m that was recognized in the quarter as cumulative paid losses exceed the Agreement retention  The deferred gain amortization is recorded as an offset against incurred losses  Favorable credit loss movement of $0.3m on Enstar LPT/ADC recoverable also included in Q1 2025 PPD  Maiden recovered $28.2m from Enstar in Q1 2025  Q1 2025 PPD favorable development also includes $1.7m from UK Structural Defect due to the true up of premium estimates o Diversified Reinsurance segment reported favorable loss development of $4.6m in Q1 2025 vs. $0.7m in Q1 2024  Favorable development primarily from GLS from pending commutation and Motors credit loss movement 11 LOSS DEVELOPMENT (in thousands ('000)) VarianceMar-24Mar-25QTD Diversified $ (2,013)$ (522)$ (2,535)GLS (503)352 (151)IIS (1,386)(485)(1,871)Motors ---Run-Off (3,902)(655)(4,557)Favorable AmTrust (6,655)5,000 (1,655)Masters QS (2,508)2,535 27 Hospital Liability (5,859)(317)(6,176)LPT/ADC with Enstar (15,022)7,218 (7,804)(Favorable) unfavorable $ (18,924)$ 6,563 $ (12,361) Total (favorable) unfavorable


 
Q1 2025 Capital Management Update • MRL owned 31.0% of Maiden common shares as of March 31, 2025, but after April 29 shareholder vote, MRL voting power is no longer limited to 9.5% voting power per amended Maiden bye-laws o Shareholders approved the removal of 9.5% voting limitation at the recent shareholders' meeting o Common shares owned by MRL eliminated for accounting and financial reporting purposes on the Company’s consolidated financial statements and presented as treasury shares o Per share computations reflect elimination of MHLD common shares owned by MRL of 44,750,678 as of March 31, 2025 • As combination with Kestrel approaches, will evaluate long-term approach to balance sheet management as part of its overall strategy – growth a key focus o Significant Board authorization remains for both common shares and senior notes to cover both open market purchases and privately negotiated trades o $68.1 million and $99.9 million in authorization available for common share and senior note repurchases, respectively, as of May 9, 2025 • Maiden capital management activity was limited in Q1 2025 o In connection with the pending transaction with Kestrel, the open market 10b5-1 repurchase program has been suspended and will remain so through transaction closing o Repurchased 367,878 common shares at an average price per share of $0.80 from employees, which represent tax withholding in respect of tax obligations on the vesting of non-performance-based restricted shares. 12 * Please see the definition of non-GAAP financial measures in the Appendix of this presentation for additional important information regarding certain terms used herein


 
Maiden Holdings, Ltd. First Quarter 2025 Investor Presentation - Appendix Financial Data for Period Ended March 31, 2025


 
Summary Consolidated Balance Sheet 14 (1) Please refer to the Non-GAAP Financial Measures on slide 28 for additional information on this non-GAAP financial measure.


 
Summary Consolidated Statements of Income 15


 
Segment Information 16 In thousands ('000's) (3)(4) Please refer to the Non-GAAP Financial Measures on slide 28 for additional information on these non-GAAP financial measures.


 
Segment Information 17 In thousands ('000's) (3)(4) Please refer to the Non-GAAP Financial Measures on slide 28 for additional information on these non-GAAP financial measures.


 
Non-GAAP Financial Measures 18 (5)(6) Please refer to the Non-GAAP Financial Measures on slides 28-29 for additional information on these non-GAAP financial measures.


 
Non-GAAP Financial Measures 19 (3)(9) Please refer to the Non-GAAP Financial Measures on slides 28-29 for additional information on these non-GAAP financial measures.


 
Non-GAAP Financial Measures 20 (2)(7)(8) Please refer to the Non-GAAP Financial Measures on slides 28-29 for additional information on these non-GAAP financial measures.


 
Non-GAAP Financial Measures 21


 
Non-GAAP Financial Measures 22