UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 2025
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
001-34809
Commission File Number
GLOBAL INDEMNITY GROUP, LLC
(Exact name of registrant as specified in its charter)
85-2619578
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer Identification No.)
112 S. French Street, Suite 105
Wilmington, DE 19801
(Address of principal executive office including zip code)
Registrant's telephone number, including area code: (302) 691-6276
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit such files.). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer
☐;
Accelerated filer
☒;
Non-accelerated filer
Smaller reporting company
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A Common Shares
GBLI
New York Stock Exchange
As of August 6, 2025, the registrant had outstanding 10,502,716 class A common shares (including 550,000 class A common shares designated as class A-2 common shares) and 3,793,612 class B common shares.
TABLE OF CONTENTS
Page
PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements:
3
Consolidated Balance Sheets As of June 30, 2025 (Unaudited) and December 31, 2024
Consolidated Statements of Operations Quarters and Six Months Ended June 30, 2025 (Unaudited) and June 30, 2024 (Unaudited)
4
Consolidated Statements of Comprehensive Income (Loss) Quarters and Six Months Ended June 30, 2025 (Unaudited) and June 30, 2024 (Unaudited)
5
Consolidated Statements of Changes in Shareholders’ Equity Quarters and Six Months Ended June 30, 2025 (Unaudited) and June 30, 2024 (Unaudited)
6
Consolidated Statements of Cash Flows Six Months Ended June 30, 2025 (Unaudited) and June 30, 2024 (Unaudited)
7
Notes to Consolidated Financial Statements (Unaudited)
8
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
32
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
47
Item 4.
Controls and Procedures
48
Legal Proceedings
49
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
50
Signature
51
Item 1. Financial Statements
Consolidated Balance Sheets
(In thousands, except share amounts)
(Unaudited)June 30, 2025
December 31, 2024
ASSETS
Fixed maturities:
Available for sale, at fair value (amortized cost: $1,341,934 and $1,394,639; net of allowance for expected credit losses of $0 at June 30, 2025 and December 31, 2024)
$
1,336,344
1,381,908
Equity securities, at fair value
12,569
12,284
Other invested assets
22,072
29,413
Total investments
1,370,985
1,423,605
Cash and cash equivalents
67,344
17,009
Premium receivables, net of allowance for expected credit losses of $3,371 at June 30, 2025 and $3,530 at December 31, 2024
70,433
75,088
Reinsurance receivables, net of allowance for expected credit losses of $8,992 at June 30, 2025 and December 31, 2024
67,566
66,855
Funds held by ceding insurers
24,416
30,026
Deferred income taxes
20,002
22,459
Deferred acquisition costs
43,915
41,136
Intangible assets
14,000
14,103
Goodwill
4,820
Prepaid reinsurance premiums
3,605
3,320
Receivable for securities
—
52
Income tax receivable
2,150
825
Lease right of use assets
8,779
9,295
Other assets
22,570
22,660
Total assets
1,720,585
1,731,253
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Unpaid losses and loss adjustment expenses
776,127
800,391
Unearned premiums
195,013
183,411
Reinsurance balances payable
3,051
8,181
Payable for securities
5,341
Contingent commissions
4,116
6,826
Lease liabilities
9,346
10,371
Other liabilities
32,303
32,924
Total liabilities
1,025,297
1,042,104
Commitments and contingencies (Note 9)
Shareholders’ equity:
Series A cumulative fixed rate preferred shares, $1,000 par value; 100,000,000 shares authorized, shares issued and outstanding: 4,000 and 4,000 shares, respectively, liquidation preference: $1,000 per share and $1,000 per share, respectively
4,000
Common shares: no par value; 900,000,000 common shares authorized; class A common shares issued: 11,790,484 and 11,202,355, respectively, (inclusive of class A common shares designated as class A-2 common shares of 550,000 and 0, respectively); class A common shares outstanding: 10,502,716 and 9,914,587, respectively (inclusive of class A common shares designated as class A-2 common shares of 550,000 and 0, respectively); class B common shares issued and outstanding: 3,793,612 and 3,793,612, respectively
Additional paid-in capital
463,816
459,578
Accumulated other comprehensive income (loss), net of tax
(4,657
)
(10,410
Retained earnings
264,821
268,673
Class A common shares in treasury, at cost: 1,287,768 and 1,287,768 shares, respectively
(32,692
Total shareholders’ equity
695,288
689,149
Total liabilities and shareholders’ equity
See accompanying notes to the consolidated financial statements.
Consolidated Statements of Operations
(In thousands, except shares and per share data)
(Unaudited)Quarters Ended June 30,
(Unaudited)Six Months Ended June 30,
2025
2024
Revenues:
Gross written premiums
106,801
100,706
205,476
194,194
Ceded written premiums
(2,887
(2,955
(5,698
(4,358
Net written premiums
103,914
97,751
199,778
189,836
Change in net unearned premiums
(8,768
(4,937
(11,316
(443
Net earned premiums
95,146
92,814
188,462
189,393
Net investment income
14,707
15,311
29,489
29,831
Net realized investment gains
127
205
263
1,052
Other income
540
357
957
702
Total revenues
110,520
108,687
219,171
220,978
Losses and Expenses:
Net losses and loss adjustment expenses
52,948
53,662
119,686
107,046
Acquisition costs and other underwriting expenses
36,915
35,968
74,422
74,237
Corporate expenses
7,528
6,383
17,028
12,756
Income before income taxes
13,129
12,674
8,035
26,939
Income tax expense
2,785
2,581
1,680
5,480
Net income
10,344
10,093
6,355
21,459
Less: preferred stock distributions
110
220
Net income available to common shareholders
10,234
9,983
6,135
21,239
Per share data:
Basic
0.72
0.73
0.44
1.56
Diluted
0.71
0.43
1.55
Weighted-average number of shares outstanding
14,274,926
13,609,618
14,072,225
13,594,414
14,341,251
13,677,908
14,160,638
13,659,154
Cash distributions declared per common share
0.35
0.70
Consolidated Statements of Comprehensive Income
(In thousands)
Other comprehensive income, net of tax:
Unrealized holding gains
2,100
1,887
5,671
4,801
Reclassification adjustment for losses included in net income
33
10
23
Unrealized foreign currency translation gains (losses)
123
59
(21
Other comprehensive income, net of tax
2,256
1,944
5,753
4,812
Comprehensive income, net of tax
12,600
12,037
12,108
26,271
Consolidated Statements of Changes in Shareholders’ Equity
Number of Series A Cumulative Fixed Rate Preferred Shares
Number at beginning and end of period
Number of class A common shares issued:
Number at beginning of period
11,768,844
11,082,004
11,202,355
11,042,670
Common shares issued to Fox Paine & Company, LLC, designated as class A-2 common shares
550,000
Common shares issued under share incentive plans, net of forfeitures
51,293
65,182
Common shares issued to directors
21,640
25,145
38,129
50,590
Number at end of period
11,790,484
11,158,442
Number of class B common shares issued:
3,793,612
Par value of Series A Cumulative Fixed Rate Preferred Shares
Balance at beginning and end of period
Additional paid-in capital:
Balance at beginning of period
463,072
456,179
454,791
Share compensation plans
744
1,371
4,238
2,759
Balance at end of period
457,550
Accumulated other comprehensive income (loss), net of deferred income tax:
(6,913
(19,995
(22,863
Other comprehensive income:
Change in unrealized holding gains
2,133
1,897
5,694
4,833
Other comprehensive income
(18,051
Retained earnings:
259,584
251,474
244,988
Preferred share distributions
(110
(220
Distributions to shareholders ($0.35 per share per quarter in 2025 and 2024)
(4,997
(4,774
(9,987
(9,544
256,683
Number of treasury shares:
1,287,768
1,271,241
Class A common shares purchased
16,527
Treasury shares, at cost:
(32,163
Class A common shares purchased, at cost
(529
667,490
Consolidated Statements of Cash Flows
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization and depreciation
2,834
2,659
Restricted stock and stock option expense
Deferred federal income taxes
993
Amortization of bond premium and discount, net
13,319
(11,375
(263
(1,052
Loss (income) from equity method investments, net of distributions
(22
Changes in:
Premium receivables, net
4,655
21,571
Reinsurance receivables, net
(711
4,796
5,685
(10,152
(24,264
(6,393
11,602
(1,018
(5,130
(1,694
Other assets and liabilities
(3,773
11,647
(2,710
(2,033
Income tax receivable / payable
(1,325
(2,494
(2,779
1,336
(285
1,460
Net cash provided by operating activities
9,398
36,934
Cash flows from investing activities:
Proceeds from sale of fixed maturities
87,361
51,491
Proceeds from maturity of fixed maturities
1,232,908
346,119
Proceeds from maturity of preferred stock
2,934
Proceeds from other invested assets
6,385
4,548
Purchases of fixed maturities
(1,275,510
(422,767
Net cash provided by (used for) investing activities
51,144
(17,675
Cash flows from financing activities:
Distributions paid to common shareholders
(9,816
Distributions paid to preferred shareholders
Purchases of class A common shares
Net cash used for financing activities
(10,207
(10,565
Net change in cash and cash equivalents
50,335
8,694
Cash and cash equivalents at beginning of period
38,037
Cash and cash equivalents at end of period
46,731
Global Indemnity Group, LLC (“Global Indemnity” or “the Company”) is a Delaware limited liability company. Global Indemnity Group, LLC’s class A common shares (excluding the 550,000 class A common shares designated as class A-2 common shares) are publicly traded on the New York Stock Exchange under the ticker symbol GBLI. Global Indemnity Group, LLC’s predecessors have been publicly traded since 2003.
The interim consolidated financial statements are unaudited, but have been prepared in conformity with United States of America generally accepted accounting principles (“GAAP”), which differs in certain respects from those principles followed in reports to insurance regulatory authorities. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The unaudited consolidated financial statements include all adjustments that are, in the opinion of management, of a normal recurring nature and are necessary for a fair statement of results for the interim periods. Results of operations for the quarters and six months ended June 30, 2025 and 2024 are not necessarily indicative of the results of a full year. The accompanying notes to the unaudited consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements contained in the Company’s 2024 Annual Report on Form 10-K.
The consolidated financial statements include the accounts of Global Indemnity Group, LLC and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The amortized cost and estimated fair value of the Company’s fixed maturities securities were as follows as of June 30, 2025 and December 31, 2024:
(Dollars in thousands)
Amortized Cost
Allowance for Expected Credit Losses
GrossUnrealizedGains
GrossUnrealizedLosses
Estimated Fair Value
As of June 30, 2025
U.S. treasuries
572,608
38
(265
572,381
Obligations of states and political subdivisions
15,923
(489
15,434
Mortgage-backed securities
216,275
1,216
(2,500
214,991
Asset-backed securities
158,153
1,141
(2,166
157,128
Commercial mortgage-backed securities
66,382
395
(1,573
65,204
Corporate bonds
223,657
898
(1,547
223,008
Foreign corporate bonds
88,936
301
(1,039
88,198
Total fixed maturities
1,341,934
3,989
(9,579
As of December 31, 2024
875,273
757
(784
875,246
17,125
(790
16,335
61,905
299
(3,284
58,920
137,445
864
(2,882
135,427
68,041
15
(2,488
65,568
158,798
189
(2,891
156,096
76,052
81
(1,817
74,316
1,394,639
2,205
(14,936
As of June 30, 2025 and December 31, 2024, the Company’s investments in equity securities consist of preferred stock in the amounts of $12.6 million and $12.3 million, respectively.
Excluding U.S. treasuries and limited partnerships, the Company did not hold any debt or equity investments in a single issuer in excess of 2.0% and 1.7% of shareholders' equity at June 30, 2025 and December 31, 2024, respectively.
The amortized cost and estimated fair value of the Company’s fixed maturities portfolio classified as available for sale at June 30, 2025, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Due in one year or less
619,568
619,117
Due in one year through five years
265,534
264,967
Due in five years through ten years
6,193
5,763
Due after ten years
9,829
9,174
Total
The following table contains an analysis of the Company’s fixed income securities with gross unrealized losses that are not deemed to have credit losses, categorized by the period that the securities were in a continuous loss position as of June 30, 2025. The fair value amounts reported in the table are estimates that are prepared using the process described in Note 3.
Less than 12 months
12 months or longer
Fair Value
219,690
(30
24,367
(235
244,057
15,828
(213
22,595
(2,287
38,423
26,815
(107
43,088
(2,059
69,903
4,934
(50
44,422
(1,523
49,356
4,543
(7
66,229
(1,540
70,772
786
(40
35,728
(999
36,514
272,596
(447
251,863
(9,132
524,459
The following table contains an analysis of the Company’s fixed income securities with gross unrealized losses that are not deemed to have credit losses, categorized by the period that the securities were in a continuous loss position as of
9
December 31, 2024. The fair value amounts reported in the table are estimates that are prepared using the process described in Note 3.
12,909
(180
67,662
(604
80,571
20,832
(336
26,802
(2,948
47,634
7,239
(49
46,792
(2,833
54,031
7,551
(242
55,750
(2,246
63,301
14,325
(54
95,266
(2,837
109,591
17,635
(62
46,696
(1,755
64,331
80,491
(923
355,303
(14,013
435,794
The Company regularly performs various analytical valuation procedures with respect to its investments, including reviewing each available for sale debt security in an unrealized loss position to assess whether the decline in fair value below amortized cost basis has resulted from a credit loss or other factors. In assessing whether a credit loss exists, the Company compares the present value of the cash flows expected to be collected from the security to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis of the security, a credit loss exists and an allowance for expected credit losses is recorded. Subsequent changes in the allowances are recorded in the period of change as either credit loss expense or reversal of credit loss expense. Any declines in value related to factors other than credit losses and the intent to sell are recorded through other comprehensive income, net of taxes.
For fixed maturities, the factors considered in reaching the conclusion that a credit loss exists include, among others, whether:
According to accounting guidance for debt securities in an unrealized loss position, the Company is required to assess whether it has the intent to sell the debt security or more likely than not will be required to sell the debt security before the anticipated recovery. If either of these conditions is met, any allowance for expected credit losses is written off and the amortized cost basis is written down to the fair value of the fixed maturity security with any incremental impairment reported in earnings. The new amortized cost basis shall not be adjusted for subsequent recoveries in fair value. Subject to the risks and uncertainties in evaluating the potential impairment of a security's value, the impairment evaluation conducted by the Company as of June 30, 2025 and December 31, 2024 concluded the unrealized losses in the tables above are non-credit losses on securities where management does not intend to sell, and it is more likely than not that the Company will not be required to sell the security before recovery.
The Company elected the practical expedient to exclude accrued interest from both the fair value and the amortized cost basis of the available for sale debt securities for the purposes of identifying and measuring an impairment and to not measure an
allowance for expected credit losses for accrued interest receivables. Accrued interest receivable is written off through net realized investment gains (losses) at the time the issuer of the bond defaults or is expected to default on payment. The Company made an accounting policy election to present the accrued interest receivable balance with other assets on the Company’s consolidated statements of financial position. Accrued interest receivable related to fixed maturities was $5.6 million and $3.5 million as of June 30, 2025 and December 31, 2024, respectively.
The following is a description, by asset type, of the methodology and significant inputs that the Company used to measure the amount of credit loss recognized in earnings, if any:
U.S. treasuries – As of June 30, 2025, gross unrealized losses related to U.S. treasuries were $0.265 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, macroeconomic and market analysis is conducted in evaluating these securities. Consideration is given to the interest rate environment, duration and yield curve management of the portfolio, sector allocation and security selection. Based on the analysis performed, the Company did not recognize a credit loss on U.S. treasuries during the period.
Obligations of states and political subdivisions – As of June 30, 2025, gross unrealized losses related to obligations of states and political subdivisions were $0.489 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, elements that may influence the performance of the municipal bond market are considered in evaluating these securities such as investor expectations, supply and demand patterns, and current versus historical yield and spread relationships. The analysis relies on the output of fixed income credit analysts, as well as dedicated municipal bond analysts who perform extensive in-house fundamental analysis on each issuer, regardless of their rating by the major agencies. Based on the analysis performed, the Company did not recognize a credit loss on obligations of states and political subdivisions during the period.
Mortgage-backed securities (“MBS”) – As of June 30, 2025, gross unrealized losses related to mortgage-backed securities were $2.500 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, mortgage-backed securities are modeled to project principal losses under downside, base, and upside scenarios for the economy and home prices. The primary assumption that drives the security and loan level modeling is the Home Price Index (“HPI”) projection. These forecasts incorporate not just national macro-economic trends, but also regional impacts to arrive at the most granular and detailed and comprehensive projections. These assumptions are incorporated into the model as a basis to generate delinquency probabilities, default curves, loss severity curves, and voluntary prepayment curves at the loan level within each deal. The model utilizes HPI-adjusted current loan to value, payment history, loan terms, loan modification history, and borrower characteristics as inputs to generate expected cash flows and principal loss for each bond under various scenarios. Based on the analysis performed, the Company did not recognize a credit loss on mortgage-backed securities during the period.
Asset backed securities (“ABS”) - As of June 30, 2025, gross unrealized losses related to asset backed securities were $2.166 million. The weighted average credit enhancement for the Company’s asset backed portfolio is 37.9. This represents the percentage of pool losses that can occur before an asset backed security will incur its first dollar of principal losses. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, every ABS transaction is analyzed on a stand-alone basis. This analysis involves a thorough review of the collateral, prepayment, and structural risk in each transaction. Additionally, the analysis includes an in-depth credit analysis of the originator and servicer of the collateral. The analysis projects an expected loss for a deal given a set of assumptions specific to the asset type. These assumptions are used to calculate at what level of losses the deal will incur its first dollar of principal loss. The major assumptions used to calculate this ratio are loss severities, recovery lags, and no advances on principal and interest. Based on the analysis performed, the Company did not recognize a credit loss on asset backed securities during the period.
Commercial mortgage-backed securities (“CMBS”) - As of June 30, 2025, gross unrealized losses related to the CMBS portfolio were $1.573 million. The weighted average credit enhancement for the Company’s CMBS portfolio is 43.1. This represents the percentage of pool losses that can occur before a commercial mortgage-backed security will incur its first dollar of principal loss. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, a loan level analysis is utilized where every underlying CMBS loan is re-underwritten based on a set of assumptions reflecting expectations for the future path of the economy. Each loan is analyzed over time using a series of tests to determine if a credit event will occur during the life of the loan. Inherent in this process are several economic scenarios and their corresponding rent/vacancy and capital market states. The five primary credit events that frame the analysis include loan modifications, term default, balloon default, extension, and ability to pay off the balloon. The resulting
11
output is the expected loss adjusted cash flows for each bond under base case and distressed scenarios. Based on the analysis performed, the Company did not recognize a credit loss on commercial mortgage-backed securities during the period.
Corporate bonds - As of June 30, 2025, gross unrealized losses related to corporate bonds were $1.547 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, analysis for this asset class includes maintaining detailed financial models that include a projection of each issuer’s future financial performance, including prospective debt servicing capabilities, capital structure composition, and the value of the collateral. The analysis incorporates the macroeconomic environment, industry conditions in which the issuer operates, the issuer’s current competitive position, its vulnerability to changes in the competitive and regulatory environment, issuer liquidity, issuer commitment to bondholders, issuer creditworthiness, and asset protection. Part of the process also includes running downside scenarios to evaluate the expected likelihood of default as well as potential losses in the event of default. Based on the analysis performed, the Company did not recognize a credit loss on corporate bonds during the period.
Foreign bonds – As of June 30, 2025, gross unrealized losses related to foreign bonds were $1.039 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, detailed financial models are maintained that include a projection of each issuer’s future financial performance, including prospective debt servicing capabilities, capital structure composition, and the value of the collateral. The analysis incorporates the macroeconomic environment, industry conditions in which the issuer operates, the issuer’s current competitive position, its vulnerability to changes in the competitive and regulatory environment, issuer liquidity, issuer commitment to bondholders, issuer creditworthiness, and asset protection. Part of the process also includes running downside scenarios to evaluate the expected likelihood of default as well as potential losses in the event of default. Based on the analysis performed, the Company did not recognize a credit loss on foreign bonds during the period.
The Company has evaluated its investment portfolio and has determined that an allowance for expected credit losses on its investments is not required.
Accumulated Other Comprehensive Income (Loss), Net of Tax
Accumulated other comprehensive income (loss), net of tax, as of June 30, 2025 and December 31, 2024 was as follows:
June 30, 2025
Net unrealized gains (losses) from:
Fixed maturities
(5,590
(12,731
Foreign currency fluctuations
(184
(259
Deferred taxes
1,117
2,580
The following tables present the changes in accumulated other comprehensive income (loss), by components, for the quarters and six months ended June 30, 2025 and 2024:
Quarter Ended June 30, 2025(Dollars in thousands)
Unrealized Gains and Losses on Available for Sale Securities
Foreign Currency Items
Accumulated Other Comprehensive Income (Loss)
Beginning balance, net of tax
(6,644
(269
Other comprehensive income before reclassification, before tax
2,643
156
2,799
Amounts reclassified from accumulated other comprehensive income (loss), before tax
34
Other comprehensive income, before tax
2,677
2,833
(545
(32
(577
Ending balance, net of tax
(4,512
(145
12
Quarter Ended June 30, 2024(Dollars in thousands)
(19,779
(216
2,321
2,380
2,328
2,387
(431
(12
(17,882
(169
Six Months Ended June 30, 2025(Dollars in thousands)
(10,205
(205
7,120
75
7,195
21
7,141
7,216
(1,448
(15
(1,463
Six Months Ended June 30, 2024(Dollars in thousands)
(22,715
(148
Other comprehensive income (loss) before reclassification, before tax
5,929
(27
5,902
Other comprehensive income (loss), before tax
5,961
5,934
(1,128
(1,122
The reclassifications out of accumulated other comprehensive income (loss) for the quarters and six months ended June 30, 2025 and 2024 were as follows:
Amounts Reclassified fromAccumulated OtherComprehensive Income (Loss)
Quarters Ended June 30,
Details about Accumulated OtherComprehensive Income (Loss) Components
Affected Line Item in the ConsolidatedStatements of Operations
Unrealized gains and losses on available for sale securities
Other net realized investment losses
Income tax expense (benefit)
(1
Total reclassifications, net of tax
13
Six Months Ended June 30,
2
Net Realized Investment Gains
The components of net realized investment gains for the quarters and six months ended June 30, 2025 and 2024 were as follows:
Gross realized gains
43
61
Gross realized losses
(81
(82
Net realized gains (losses)
(34
Equity securities:
161
214
284
1,089
(2
(5
212
1,084
Total net realized investment gains
The following table shows the calculation of the portion of realized gains and losses related to equity securities held as of June 30, 2025 and 2024:
Net gains (losses) recognized during the period on equity securities
Less: net gain (losses) recognized during the period on equity securities sold during the period
(255
(266
Unrealized gains (losses) recognized during the reporting period on equity securities still held
467
1,350
The proceeds from sales and redemptions of available for sale and equity securities resulting in net realized investment gains (losses) for the six months ended June 30, 2025 and 2024 were as follows:
Equity securities
14
Net Investment Income
The sources of net investment income for the quarters and six months ended June 30, 2025 and 2024 were as follows:
14,909
14,582
29,296
28,160
169
245
285
434
750
662
1,606
1,321
(608
334
(694
931
Total investment income
15,220
15,823
30,493
30,846
Investment expense
(513
(512
(1,004
(1,015
The Company’s total investment return on a pre-tax basis for the quarters and six months ended June 30, 2025 and 2024 were as follows:
Change in unrealized holding gains (losses)
Net realized and unrealized investment returns
2,960
2,592
7,479
6,986
Total investment return
17,667
17,903
36,968
36,817
Total investment return % (1)
1.2
%
1.3
2.6
Average investment portfolio (2)
1,432,379
1,426,266
1,436,827
1,412,821
As of June 30, 2025 and December 31, 2024, the Company did not own any fixed maturity securities that were non-income producing for the preceding twelve months.
Insurance Enhanced Asset-Backed and Credit Securities
As of June 30, 2025, the Company held insurance enhanced municipal bonds with a market value of approximately $1.3 million which represented 0.1% of the Company’s total cash and invested assets, net of payable for securities. The financial guarantors of the Company’s $1.3 million municipal bonds include Assured Guaranty Corporation ($0.4 million) and Ambac Financial Group ($0.9 million).
The Company had no direct investments in the entities that have provided financial guarantees or other credit support to any security held by the Company at June 30, 2025.
Bonds Held on Deposit
Certain cash and cash equivalents and bonds available for sale were deposited with various governmental authorities in accordance with statutory requirements, were held as collateral, or were held in trust. The fair values were as follows as of June 30, 2025 and December 31, 2024:
On deposit with governmental authorities
19,731
19,378
Held in trust pursuant to third party requirements
162,539
158,964
Total (1)
182,270
178,342
Variable Interest Entities
A Variable Interest Entity (“VIE”) refers to an investment in which an investor holds a controlling interest that is not based on the majority of voting rights. Under the VIE model, the party that has the power to exercise significant management influence and maintain a controlling financial interest in the entity’s economics is said to be the primary beneficiary, and is required to consolidate the entity within their results. Other entities that participate in a VIE, for which their financial interests fluctuate with changes in the fair value of the investment entity’s net assets but do not have significant management influence and the ability to direct the VIE’s significant economic activities are said to have a variable interest in the VIE but do not consolidate the VIE in their financial results.
The Company has interests in three limited partnership investments with an aggregate carrying value approximating fair value of $22.1 million and $29.4 million as of June 30, 2025 and December 31, 2024. The Company has a variable interest in two of these limited partnership investments, for which it is not the primary beneficiary. These investments are accounted for under the equity method since its ownership interest exceeds 3%.
The carrying value of one of the Company’s VIEs, which invests in distressed securities and assets, was $2.4 million and $2.6 million as of June 30, 2025 and December 31, 2024, respectively. The Company’s maximum exposure to loss from this VIE, which factors in future funding commitments of $14.2 million, was $16.6 million and $16.8 million at June 30, 2025 and December 31, 2024, respectively. Since the investment period has concluded, the Company does not expect any capital calls will be made prospectively. The carrying value and maximum exposure to loss of a second VIE that invests in Real Estate Investment Trust (“REIT”) qualifying assets was $7.2 million and $8.9 million as of June 30, 2025 and December 31, 2024, respectively. The Company’s investment in VIEs is included in other invested assets on the consolidated balance sheets with changes in carrying value recorded in the consolidated statements of operations.
The accounting standards related to fair value measurements define fair value, establish a framework for measuring fair value, outline a fair value hierarchy based on inputs used to measure fair value, and enhance disclosure requirements for fair value measurements. These standards do not change existing guidance as to whether or not an instrument is carried at fair value. The Company has determined that its fair value measurements are in accordance with the requirements of these accounting standards.
16
The Company’s invested assets are carried at their fair value and are categorized based upon a fair value hierarchy:
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset.
The following table presents information about the Company’s invested assets measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.
Fair Value Measurements
As of June 30, 2025 (Dollars in thousands)
Level 1
Level 2
Level 3
Assets:
763,963
Total assets measured at fair value
776,532
1,348,913
As of December 31, 2024 (Dollars in thousands)
506,662
518,946
1,394,192
The securities classified as Level 1 in the above tables consist of U.S. treasuries actively traded on an exchange.
The securities classified as Level 2 in the above tables consist primarily of fixed maturities and preferred stocks. Based on the typical trading volumes and the lack of quoted market prices for fixed maturities and preferred stocks, security prices are
17
derived through recent reported trades for identical or similar securities making adjustments through the reporting date based upon available market observable information. If there are no recent reported trades, matrix or model processes are used to develop a security price where future cash flow expectations are developed based upon collateral performance and discounted at an estimated market rate. Included in the pricing of asset-backed securities, collateralized mortgage obligations, and mortgage-backed securities are estimates of the rate of future prepayments of principal over the remaining life of the securities. Such estimates are derived based on the characteristics of the underlying structure and prepayment speeds previously experienced at the interest rate levels projected for the underlying collateral.
Fair Value of Alternative Investments
Other invested assets consist of limited partnerships whose carrying value approximates fair value. The following table provides the fair value and future funding commitments related to these investments at June 30, 2025 and December 31, 2024.
Future FundingCommitment
European Non-Performing Loan Fund, LP (1)
14,214
2,628
Mortgage Debt Fund, LP (2)
7,224
8,882
Global Debt Fund, LP (3)
12,461
Limited Partnerships with ownership interest exceeding 3%
The Company uses the equity method to account for investments in limited partnerships where its ownership interest exceeds 3%. The equity method of accounting for an investment in limited partnerships requires that its cost basis be updated to account for the income or loss earned on the investment. In the Fair Value of Alternative Investments table above, all of the investments are booked on a one quarter lag due to non-availability of data at the time the financial statements are prepared. The investment income (loss) associated with the limited partnerships whose ownership interest exceeds 3% is reflected in the consolidated statements of operations in the amounts of $0.2 million for the quarters ended June 30, 2025 and 2024 and $0.0 million and $0.6 million for the six months ended June 30, 2025 and 2024, respectively.
Pricing
The Company’s pricing vendors provide prices for all investment categories except for investments in limited partnerships. Two primary vendors are utilized to provide prices for equity and fixed maturity securities.
The following is a description of the valuation methodologies used by the Company’s pricing vendors for investment securities carried at fair value:
18
The Company performs certain procedures to validate whether the pricing information received from the pricing vendors is reasonable, to ensure that the fair value determination is consistent with accounting guidance, and to ensure that its assets are properly classified in the fair value hierarchy. The Company’s procedures include, but are not limited to:
During the quarters and six months ended June 30, 2025 and 2024, the Company has not adjusted quotes or prices obtained from the pricing vendors.
For premium receivables, the allowance is based upon the Company’s ongoing review of key aspects of amounts outstanding, including but not limited to, length of collection periods, direct placement with collection agencies, solvency of insured, agents, or reinsurers on assumed reinsurance, terminated agents, and other relevant factors.
The following table is an analysis of the allowance for expected credit losses related to the Company's premium receivables for the quarters and six months ended June 30, 2025 and 2024:
Beginning balance
3,475
4,423
3,530
Current period provision for expected credit losses
(66
(367
(79
(173
Write-offs
(38
(13
(80
(580
Ending balance
3,371
4,043
For reinsurance receivables, the allowance is based upon the Company’s ongoing review of key aspects of amounts outstanding, including but not limited to, length of collection periods, disputes, applicable coverage defenses, insolvent reinsurers, financial strength of solvent reinsurers based on AM Best Ratings and other relevant factors.
The allowance for expected credit losses related to the Company's reinsurance receivables was $9.0 million at June 30, 2025 and December 31, 2024.
19
Global Indemnity Group, LLC is a publicly traded partnership for U.S. federal income tax purposes and meets the qualifying income exception to maintain partnership status. As a publicly traded partnership, Global Indemnity Group, LLC is generally not subject to federal income tax and most state income taxes. However, income earned by the subsidiaries of Global Indemnity Group, LLC is subject to corporate tax in the United States and certain foreign jurisdictions.
The Company conducts business in the United States where the statutory income tax rate is 21% and conducts certain functions in Ireland where the statutory income tax rate is 12.5% on trading income. The statutory income tax rate of each country is applied against the expected annual taxable income of the Company in each country to estimate the annual income tax expense.
The Company’s income before income taxes is derived from its U.S. subsidiaries for the quarters and six months ended June 30, 2025 and 2024.
The Company uses the estimated annual effective tax rate method for calculating its interim tax provision. These rates are revised, if necessary, at the end of each successive interim period to reflect current estimates of the annual effective tax rates.
The effective tax rate of 21.2% for the quarter ended June 30, 2025 was higher than the statutory tax rate of 21% primarily due to non-deductible executive compensation offset partially by Global Indemnity Group, LLC’s income being treated as a partnership for tax.
The effective tax rate of 20.9% for the six months ended June 30, 2025 was lower than the statutory tax rate of 21% primarily due to Global Indemnity Group, LLC’s income being treated as a partnership for tax offset partially by non-deductible executive compensation.
The effective tax rate was 20.4% and 20.3% for the quarter and six months ended June 30, 2024. The effective tax rate is lower than the statutory tax rate of 21% primarily due to Global Indemnity Group, LLC’s income being treated as a partnership for tax offset partially by non-deductible executive compensation.
On July 4, 2025, the U.S enacted the One Big Beautiful Bill Act (the “Act”). The Act includes provisions to expense previously deferred domestic research and development costs, increase bonus depreciation and modify the international tax framework. The Company is currently assessing the impact on its consolidated financial statements but does not expect it to have a material effect on the consolidated financial statements.
Activity in the liability for unpaid losses and loss adjustment expenses is summarized as follows:
794,848
853,602
850,599
Less: ceded reinsurance receivables
62,731
71,814
60,754
72,829
Net balance at beginning of period
732,117
781,788
739,637
777,770
Net losses and loss adjustment expenses related to:
Current year
52,946
53,744
119,681
107,127
Prior years
Total net losses and loss adjustment expenses
Paid net losses and loss adjustment expenses related to:
15,785
18,489
33,776
24,086
52,631
43,147
108,898
86,916
Total paid net losses and loss adjustment expenses
68,416
61,636
142,674
111,002
Net balance at end of period
716,649
773,814
Plus: ceded reinsurance receivables
59,478
70,392
844,206
20
When analyzing unpaid losses and loss adjustment expenses ("loss reserves") and prior year development, the Company considers many factors, including the frequency and severity of claims, loss trends, case reserve settlements that may have resulted in significant development, and any other additional or pertinent factors that may impact reserve estimates.
During the second quarter of 2025, the Company's adjustments to prior accident year loss reserves netted to an increase of less than $0.1 million.
During the second quarter of 2024, the Company's adjustments to prior accident year loss reserves netted to a decrease of $0.1 million.
During the first six months of 2025, the Company's adjustments to prior accident year loss reserves netted to an increase of less than $0.1 million.
During the first six months of 2024, the Company's adjustments to prior accident year loss reserves netted to a decrease of $0.1 million.
Amendment of the Limited Liability Company Agreement
Effective January 16, 2025, the Company amended and restated its Second Amended and Restated Limited Liability Company Agreement (such amended and restated agreement, the Third Amended and Restated Limited Liability Company Agreement (“LLCA”)). The LLCA incorporates certain amendments, including, the authorization of 5,000,000 class A common shares that the Board may designate as class A-2 common shares pursuant to a grant agreement, as well as establishing the rights of the class A common shares designated as class A-2 common shares.
Class A common shares designated as class A-2 common shares issuance
On March 6, 2025, Global Indemnity Group, LLC issued 550,000 class A common shares designated as class A-2 common shares to Fox Paine & Company, LLC. These shares represent an interest in the profits of the Company in excess of a
threshold amount of $475.3 million which is equal to the product of (i) the volume weighted average closing sale price of a class A common share on the New York Stock Exchange for the 30 consecutive calendar days ending on and including the grant date of March 6, 2025, which is equal to $34.67 per share, multiplied by (ii) the total number of outstanding class A and class B common shares of 13,708,199, subject to adjustment as set forth in the class A common shares designated as class A-2 common shares grant agreement. These shares are fully vested and non-forfeitable. The class A common shares designated as class A-2 common shares have the same voting rights as the class A common shares and are entitled to ordinary cash dividends or other regular distributions in the same manner as both the class A and class B common shares. Other than distributions made in connection with a Change of Control Transaction, the class A common shares designated as class A-2 common shares are also entitled to receive any special dividends or distributions that may be declared by the Board in the same manner as the class A and class B common shares provided the distribution relates solely to Company profits accrued since the grant date and does not result in the reduction of the threshold amount. Unless otherwise determined by the Board and the Conflicts Committee of the Board of Directors, the class A common shares designated as class A-2 common shares may not be assigned, sold, pledged, hypothecated, transferred, or disposed of in any manner until the occurrence of a Change of Control Transaction. Upon a Change of Control Transaction, the holders of shares, including the class A common shares designated as class A-2 common shares shall be entitled to receive distributions, if any, from the proceeds of the sale of the Company or the Company’s assets in the following order:
Repurchases of the Company's class A common shares
No class A common shares were surrendered, repurchased, or redeemed during the quarter and six months ended June 30, 2025. As of June 30, 2025, the Company’s remaining authorization to repurchase shares is $101.0 million.
The following table provides information with respect to the class A common shares that were surrendered or repurchased during the six months ended June 30, 2024:
(Dollars in thousands, except share and per share data)Period (1)
Total Numberof SharesPurchased
AveragePrice PaidPer Share
Total Number of Shares Purchased as Part of Publicly Announced Plan or Program
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
June 1-30, 2024
(3)
32.00
101,004
Please see Note 15 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2024 Annual Report on Form 10-K for more information on the Company’s repurchase program.
22
Distributions
Quarterly distribution payments of $0.35 per common share were declared during the six months ended June 30, 2025 as follows:
Approval Date
Record Date
Payment Date
Total Distributions Declared (Dollars in thousands)
March 6, 2025
March 21, 2025
March 28, 2025
4,990
June 5, 2025
June 20, 2025
June 27, 2025
4,997
9,987
Quarterly distribution payments of $0.35 per common share were declared during the six months ended June 30, 2024 as follows:
March 6, 2024
March 21, 2024
March 28, 2024
4,752
June 6, 2024
June 21, 2024
June 28, 2024
4,774
Various (1)
Various
9,544
In addition, distributions paid to Global Indemnity Group, LLC's preferred shareholder were $0.1 million in each of the quarters ended June 30, 2025 and 2024 and $0.2 million in each of the six months ended June 30, 2025 and 2024.
There were no accrued distributions related to common shares as of June 30, 2025 and December 31, 2024. Accrued preferred distributions were less than $0.1 million as of both June 30, 2025 and December 31, 2024 and were included in other liabilities on the consolidated balance sheets.
Please see Note 15 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2024 Annual Report on Form 10-K for more information on the Company’s distribution program.
Fox Paine Entities
Pursuant to Global Indemnity Group, LLC’s Third Amended and Restated Limited Liability Company Agreement (“LLCA”), Fox Paine Capital Fund II International, L.P. (the “Fox Paine Fund”), together with Fox Mercury Investments, L.P. and certain of its affiliates (the “FM Entities”), and Fox Paine & Company LLC (collectively, the “Fox Paine Entities”) currently constitute a Class B Majority Shareholder (as defined in the LLCA) and, as such, have the right to appoint a number of Global Indemnity Group, LLC’s directors equal in aggregate to the pro rata percentage of the voting power in Global Indemnity Group, LLC beneficially held by the Fox Paine Entities, rounded up to the nearest whole number of directors. The Fox Paine Entities beneficially own shares representing approximately 83.8% of the voting power of Global Indemnity Group, LLC as of June 30, 2025. The Fox Paine Entities control the appointment or election of all of Global Indemnity Group, LLC’s Directors due to the LLCA and their controlling share ownership. Global Indemnity Group, LLC’s Chairman is the Chief Executive and founder of Fox Paine & Company, LLC.
Management fee expense of $0.8 million was incurred during each of the quarters ended June 30, 2025 and 2024 and management fee expense of $1.6 million was incurred during each of the six months ended June 30, 2025 and 2024, respectively. Prepaid management fees, which were included in other assets on the consolidated balance sheets, were $0.6 million and $2.2 million as of June 30, 2025 and December 31, 2024, respectively.
In addition, Fox Paine & Company, LLC may also propose and negotiate transaction fees with the Company subject to the provisions of the Company’s related party transaction and conflict matter policies, including approval of Global Indemnity Group, LLC’s Conflicts Committee of the Board of Directors, for those services from time to time. Each of the Company’s transactions with Fox Paine & Company, LLC are reviewed and approved by Global Indemnity Group, LLC’s Conflicts
Committee, which is composed of Disinterested Directors (as defined in the LLCA), and upon the recommendation of the Conflicts Committee, the Board of Directors (Saul A. Fox, Chairman of the Board of Directors of Global Indemnity Group, LLC and Chief Executive of Fox Paine & Company, LLC, is not a member of the Conflicts Committee and recused himself from deliberations related to fees paid to Fox Paine & Company, LLC or its affiliates).
Advisory Fee related to Internal Reorganization
Fox Paine & Company, LLC conceived, designed, and directed the Company's successful completion of an extensive reorganization of its business in December 2024. This reorganization was a significant milestone, positioning the Company for enhanced operational efficiency and growth by:
On March 6, 2025, upon the recommendation of the Conflicts Committee of the Board of Directors, Global Indemnity Group, LLC’s Board of Directors (other than Joseph Brown, Chief Executive Officer of Global Indemnity Group, LLC, who recused himself due to his inherent conflict of interest in approving a compensation matter for Fox Paine) approved the issuance of 550,000 class A common shares designated as class A-2 common shares with a grant date fair value of $11.0 million and additional consideration of $0.2 million in cash for services performed in connection with the Company’s internal corporate reorganization. Of the grant date fair value of the class A common shares designated as class A-2 common shares, $2.7 million was recorded in the first quarter of 2025. The remaining $8.3 million will be recognized, if at all, upon a Change of Control Transaction. See Note 7 for additional information regarding the 550,000 class A common shares designated as class A-2 common shares.
Greenberg Traurig, LLP’s
Fred Karlinsky, Shareholder and Co-Chair of Greenberg Traurig, LLP, has been a member of Global Indemnity Group, LLC's Board of Directors since December 5, 2023. Effective January 17, 2025, Fred Karlinsky was appointed to the Audit Committee, and as a result, the Company is precluded from obtaining legal services from Greenberg Traurig, LLP. The Company did not incur any costs for legal services rendered by Greenberg Traurig, LLP during the quarter and six months ended June 30, 2025. The Company incurred less than $0.2 million for legal service rendered by Greenberg Traurig, LLP during both the quarter and six months ended June 30, 2024.
The Company is, from time to time, involved in various legal proceedings in the ordinary course of business. The Company maintains insurance and reinsurance coverage for such risks in amounts that it considers adequate. However, there can be no assurance that the insurance and reinsurance coverage that the Company maintains is sufficient or will be available in adequate amounts or at a reasonable cost. The Company does not believe that the resolution of any currently pending legal proceedings, either individually or taken as a whole, will have a material adverse effect on its business, results of operations, cash flows, or financial condition.
There is a greater potential for disputes with reinsurers who are in runoff. Some of the Company’s reinsurers have operations that are in runoff, and therefore, the Company closely monitors those relationships. The Company anticipates that, similar to the rest of the insurance and reinsurance industry, it will continue to be subject to litigation and arbitration proceedings in the ordinary course of business.
24
Commitments
In 2014, the Company entered into a $50 million commitment to purchase an alternative investment vehicle which is comprised of European non-performing loans. As of June 30, 2025, the Company has funded $35.8 million of this commitment leaving $14.2 million as unfunded. Since the investment period has concluded, the Company does not expect any capital calls will be made prospectively.
Other Commitments
The Company is party to a Management Agreement, as amended, with Fox Paine & Company, LLC, whereby in connection with certain management services provided to it by Fox Paine & Company, LLC, the Company agreed to pay an annual management fee to Fox Paine & Company, LLC. See Note 8 above for additional information pertaining to this management agreement.
Options
During the six months ended June 30, 2025, the Company granted 50,000 Time-Based Stock Options at a strike price of $36.25. These Time-Based Stock Options will vest on December 31, 2028. During the six months ended June 30, 2024, the Company granted 550,000 Time-Based Stock Options at an average strike price of $30.73. Of this amount, 200,000 Time-Based Stock Options vested in four equal tranches of 25% on the first business day of each quarter in 2024. Of the remaining 350,000 Time-Based Stock Options, one-third vested on March 6, 2025, one-third will vest on March 6, 2026, and one-third will vest on March 6, 2027. No stock options were granted during the quarters ended June 30, 2025 or 2024. No unvested stock options were forfeited during the quarters and six months ended June 30, 2025 or 2024.
See Note 7 and 8 for additional information regarding the 550,000 class A common shares designated as class A-2 common shares issued to Fox Paine & Company, LLC.
Restricted Shares / Restricted Stock Units
There were no restricted class A common shares or restricted stock units granted to key employees during the quarters and six months ended June 30, 2025 and 2024. There were no restricted class A common shares or restricted stock units forfeited during the quarters and six months ended June 30, 2025 and 2024.
There were no restricted stock units that vested during the quarter and six months ended June 30, 2025. There were 51,293 and 65,182 restricted stock units that vested during the quarter and six months ended June 30, 2024, respectively. Upon vesting, the restricted stock units converted to restricted class A common shares.
During the quarters ended June 30, 2025 and 2024, the Company granted 21,640 and 25,145 class A common shares, respectively, at a weighted average grant date value of $29.73 and $31.23 per share, respectively, to non-employee directors of the Company under the Plan. During the six months ended June 30, 2025 and 2024, the Company granted 38,129 and 50,590 class A common shares, respectively, at a weighted average grant date value of $32.05 and $30.55 per share, respectively, to non-employee directors of the Company under the Plan. All shares granted to non-employee directors of the Company are fully vested but are subject to certain restrictions.
25
Earnings per share was computed using the weighted average number of common shares and common share equivalents outstanding during the period.
The following table sets forth the computation of basic and diluted earnings per share attributable to class A common shares, class A common shares designated as class A-2 common shares, and class B common shares:
Quarters EndedJune 30,
Six Months EndedJune 30,
(Dollars in thousands, except share and per share data)
Numerator:
Denominator:
Weighted average shares for basic earnings per share
66,325
68,290
88,413
64,740
Weighted average shares for diluted earnings per share
Net income per share available to common shareholders
The weighted average shares outstanding used to determine dilutive earnings per share does not include 483,338 options and 283,338 options for the quarter and six months ended June 30, 2025, respectively, and 550,000 options for both the quarter and six months ended June 30, 2024 which were deemed to be anti-dilutive.
On December 31, 2024, the Company executed an extensive internal business reorganization that marked a significant milestone, positioning the Company for growth and enhanced operational efficiency, increased statutory capital, and more efficient capital management resulting from de-stacking of the insurance companies.
As a result of this reorganization, the Company’s reportable segments are now structured under two holding companies:
In the first quarter of 2025, the Company realigned the composition of its reportable segments to reflect changes in how the Company now manages its operations. The Company changed the level at which its chief operating decision maker (“CODM”), the Chief Executive Officer of Global Indemnity Group, LLC, regularly reviews operating results and allocate resources to now include Agency and Insurance Services. As a result of these changes, the Company has three reportable segments:
26
The entities within the Agency and Insurance Services segment executed new affiliated service agreements with Belmont Holdings GX, Inc. and its insurance company subsidiaries, effective January 1, 2025. As a result, there are no revenues and expenses for Agency and Insurance Services in the comparable period in 2024.
The Company's segments are reported on a stand-alone basis. Intercompany transactions are eliminated in consolidation.
The Company analyzes the operating performance of each segment using the segment’s income (loss). Segment income (loss) does not equate to “net income (loss)” as determined in accordance with U.S. GAAP but is the measure of segment profit or loss used by the CODM to evaluate segment performance and allocate resources, and consistent with authoritative guidance, is the measure of segment performance presented below.
27
The following are tabulations of business segment information for the quarters and six months ended June 30, 2025 and 2024. Corporate information is included to reconcile segment data to the consolidated financial statements. Segment results for the quarter and six months ended June 30, 2024 have been recast to conform to the new reportable segments.
Agency and Insurance Services
Belmont Core
Belmont Non-Core
Elimination
109,819
(3,018
106,873
(2,959
97,513
(2,367
Commission and service fee income (1)
14,851
(14,851
Policy and installment fee income
499
41
Total segment revenues
15,350
(2,326
95,686
Reconciliation of revenue
Total consolidated revenues
Less: (2)
56,109
(2,829
(332
Net commission expenses
34,079
(780
(11,456
21,843
Other underwriting expenses (3)
13,042
4,591
502
(3,063
15,072
Income from segments
2,308
2,734
781
5,823
Reconciliation of segment profit (loss)
Unallocated items:
(7,528
Segment assets
33,730
154,811
85,360
(19,644
254,257
Corporate assets
1,466,328
28
100,552
154
97,602
149
89,353
3,461
Commission and service fee income
344
89,697
3,474
93,171
Less: (1)
51,126
2,536
20,589
1,094
21,683
Other underwriting expenses (2)
13,309
976
14,285
Income (loss) from segments
4,673
(1,132
3,541
(6,383
152,534
108,847
261,381
1,477,168
1,738,549
29
208,208
(2,732
202,507
(2,729
189,773
(1,311
28,900
(28,900
886
71
29,786
(1,240
189,419
122,561
(2,210
(665
66,483
(279
(22,027
44,177
25,674
9,577
1,202
(6,208
30,245
4,112
(8,848
(4,689
(17,028
30
Six months ended June 30, 2024(Dollars in thousands)
194,600
(406
190,198
(362
178,485
10,908
683
179,168
10,927
190,095
100,035
7,011
41,480
3,626
45,106
27,345
1,786
29,131
10,308
(1,496
8,812
(12,756
The Company did not adopt any new accounting pronouncements during the six months ended June 30, 2025.
Please see Note 25 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2024 Annual Report on Form 10-K for more information on accounting pronouncements issued but not yet adopted.
31
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the consolidated financial statements and accompanying notes of the Company included elsewhere in this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to the Company’s plans and strategy, constitutes forward-looking statements that involve risks and uncertainties. Please see "Cautionary Note Regarding Forward-Looking Statements" at the end of this Item 2 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained herein. For more information regarding the Company’s business and operations, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Segment results for the quarter and six months ended June 30, 2024 have been recast to conform to the new reportable segments.
Financial Highlights
2025 Second Quarter Results of Operations
2025 Second Quarter Consolidated Financial Condition
Results of Operations
The following table summarizes the Company’s results for the quarters and six months ended June 30, 2025 and 2024:
Change
6.1
5.8
6.3
5.2
2.5
(0.5
%)
51.3
36.3
2.7
(0.4
Losses and expenses:
(1.3
11.8
0.2
Underwriting income (loss)
64.4
(153.2
(3.9
(1.1
(38.0
(75.0
17.9
33.5
3.6
(70.2
(2,785
(2,581
7.9
(1,680
(5,480
(69.3
(70.4
Underwriting Ratios:
Loss ratio (1):
55.6
57.8
63.5
56.5
Expense ratio (2)
38.8
39.5
39.2
Combined ratio (3)
94.4
96.6
103.0
95.7
Premiums
The following table summarizes the change in premium volume by reportable segment:
Direct written premiums (1)
97,774
94,057
97,805
94,068
Assumed written premiums (2)
12,045
6,495
(3,049
143
8,996
6,638
Gross written premiums (3)
Net written premiums (4)
185,240
185,189
118
103
185,358
185,292
22,968
9,411
(2,850
(509
20,118
8,902
Gross written premiums increased by 6.1% to $106.8 million for the quarter ended June 30, 2025 compared to $100.7 million for the same period in 2024 and increased 5.8% to $205.5 million for the six months ended June 30, 2025 compared to $194.2 million for the same period in 2024.
Direct written premium produced by the Agency and Insurance Services segment for Belmont Core:
% Change
Wholesale Commercial
69,075
63,877
8.1
133,957
124,932
7.2
Vacant Express
12,370
9,731
27.1
23,291
18,585
25.3
Collectibles
4,186
4,014
4.3
8,285
7,668
8.0
Direct written premiums excluding specialty products
85,631
77,622
10.3
165,533
151,185
9.5
Specialty Products
12,143
16,435
(26.1
19,707
34,004
(42.0
Total direct written premiums
4.0
0.0
Assumed written premium produced by the Belmont segments:
85.5
144.1
NM
Total assumed written premiums
35.5
126.0
NM - not meaningful
35
Underwriting Income (Loss)
The components of income (loss) from the Company’s reportable segments and corresponding underwriting ratios are as follows:
Eliminations
Other underwriting expenses
Total losses and expenses
94,779
85,024
(3,107
4,606
89,863
89,630
Loss ratio:
Current accident year
56.1
57.7
62.3
62.2
57.9
Prior accident year
1.4
57.2
11.1
(0.1
Calendar year loss ratio
57.5
119.5
73.3
Expense ratio
39.7
38.0
59.8
Combined ratio
97.2
95.2
131.3
133.1
Accident year combined ratio
63.6
122.0
94.6
96.7
(1) Consists of intersegment revenues, which are eliminated in consolidation.
The Company generated underwriting income of $5.8 million for the quarter ended June 30, 2025 compared to $3.5 million of underwriting income for the same period in 2024. The current accident year combined ratio improved 2.1 points to 94.6% for the quarter ended June 30, 2025 from 96.7% for the same period in 2024.
36
198,621
168,860
(1,287
12,423
194,108
181,283
63.9
56.3
63.0
61.1
56.6
0.7
(0.3
105.6
3.2
64.6
56.0
168.6
64.3
40.1
38.6
49.6
104.7
98.2
113.9
104.0
94.8
(15.8
110.7
95.8
Underwriting loss of $4.7 million for the six months ended June 30, 2025 includes net losses and loss adjustment expenses related to California Wildfires in January 2025 ("California Wildfires"), totaling $15.7 million, compared to $8.8 million of underwriting income for the same period in 2024. Excluding California Wildfires, the underwriting income was $11.0 million for the six months ended June 30, 2025. The current accident year combined ratio, excluding the impact of the
37
California Wildfires of 8.3 points, was 94.7% for the six months ended June 30, 2025 compared to 95.8% for the same period in 2024.
The current accident year net losses and loss adjustment expenses and loss ratio are summarized as follows:
Point Change
Property
Non-catastrophe
16,206
18,500
(12.4
40.0
47.4
(7.4
Catastrophe
5,202
3,523
47.7
12.9
9.0
3.9
Total property
21,408
22,023
(2.8
52.9
56.4
(3.5
Casualty
31,538
31,721
(0.6
59.0
Total accident year
(1.5
(2.3
Property losses
33,174
35,247
(5.9
42.4
44.6
(2.2
23,069
6,796
239.4
29.5
8.6
20.9
56,243
42,043
33.8
71.9
53.2
18.7
Casualty losses
63,438
65,084
(2.5
Total accident year losses
11.7
6.9
The following table summarizes the components of the expense ratio for the quarters and six months ended June 30, 2025 and 2024:
Point
23.0
23.4
23.8
15.8
15.4
0.4
16.1
Expense Ratio
0.3
Net investment income decreased 3.9% to $14.7 million for the quarter ended June 30, 2025 from $15.3 million for the same period in 2024 and decreased 1.1% to $29.5 million for the six months ended June 30, 2025 from $29.8 million for the same period in 2024 mainly driven by performance in limited partnerships offset by improved yield on fixed maturities.
15,315
14,977
338
30,183
1,283
Limited partnerships
(942
(1,625
(342
39
The Company's fixed maturities portfolio continues to maintain high quality with an AA- average rating and consist of the following:
June 30,2025
December 31,2024
Structured bonds (1)
437,323
259,915
Other fixed maturities
326,640
246,747
(1) Structured bonds include asset-backed, mortgage-backed, commercial mortgage-backed and collateralized mortgage obligations.
Excluding the structured bonds, the average duration of the Company’s fixed maturities portfolio was 0.6 years as of June 30, 2025, compared with 0.5 years as of December 31, 2024. Structured bonds are subject to conditional prepayment rates whereas the remaining bonds have a set maturity date. Changes in interest rates can cause principal payments on structured bonds to extend or shorten which can impact duration.
See Note 2 of the notes to the consolidated financial statements in Item 1 of Part I of this report for an analysis of total investment return on a pre-tax basis for the quarters and six months ended June 30, 2025 and 2024.
Corporate Expenses
Corporate expenses consist of outside legal fees, other professional fees, directors’ fees, management fees & advisory fees, salaries and benefits for holding company personnel, development costs for new products, impairment losses, and taxes incurred which are not directly related to operations.
Corporate expenses increased $1.1 million to $7.5 million for the quarter ended June 30, 2025 from $6.4 million for the same period in 2024 primarily due to an increase in professional fees related to Company’s newly formed agency and insurance services companies.
Corporate expenses increased $4.3 million to $17.0 million for the six months ended June 30, 2025 compared to $12.8 million for the same period in 2024 primarily driven by $2.9 million of advisory fees consisting mainly of stock compensation approved and granted by the Board of Directors to Fox Paine & Company, LLC in the first quarter of 2025 related to the Company’s internal reorganization and employee costs and professional fees related to investment in the Company’s newly formed agency and insurance services companies. See Note 8 of the notes to the consolidated financial statements in Item 1 of Part I of this report for additional information on the advisory fee.
Income Tax Expense
Income tax expense was $2.8 million on net income before tax of $13.1 million for the quarter ended June 30, 2025. This compares to income tax expense of $2.6 million on net income before tax of $12.7 million for the same period in 2024.
Income tax expense was $1.7 million on net income before tax of $8.0 million for the six months ended June 30, 2025. This compares to income tax expense of $5.5 million on net income before tax of $26.9 million for the same period in 2024.
40
See Note 5 of the notes to the consolidated financial statements in Item 1 of Part I of this report for a comparison of income tax between periods.
Net Income
The Company had net income of $10.3 million during the quarter ended June 30, 2025 compared to net income of $10.1 million for the same period in 2024. The Company had net income of $6.4 million during the six months ended June 30, 2025. Excluding the California Wildfires net losses and loss adjustment expenses of $12.2 million after tax, net income would have been $18.8 million for the six months ended June 30, 2025 compared to net income of $21.5 million for the same period in 2024.
Reserves
Amounts recorded for unpaid losses and loss adjustment expenses represent management’s best estimate at June 30, 2025. Management’s best estimate is as of a particular point in time and is based upon known facts, the Company’s actuarial analyses, current law, and the Company’s judgment. This resulted in carried gross reserves of $776.1 million and $800.4 million as of June 30, 2025 and December 31, 2024, respectively, and net reserves of $716.6 million and $739.6 million as of June 30, 2025 and December 31, 2024, respectively. A breakout of the Company’s gross and net reserves is as follows:
Gross Reserves
Net Reserves (2)
Case
IBNR (1)
151,344
299,491
450,835
150,705
290,806
441,511
109,274
216,018
325,292
73,667
201,471
275,138
260,618
515,509
224,372
492,277
146,261
298,925
445,186
146,197
289,955
436,152
104,145
251,060
355,205
67,055
236,430
303,485
250,406
549,985
213,252
526,385
Gross and net reserves related to Belmont Non-Core are declining as it services the run-off of policies/treaties on de-emphasized and terminated business.
Each reserve category has an implicit frequency and severity for each accident year as a result of the various assumptions made. If the actual levels of frequency and severity are higher or lower than expected, the ultimate net losses and loss adjustment expenses will be different than management’s best estimate. For most of its reserve categories, the Company believes that frequency can be predicted with greater accuracy than severity. Therefore, the Company believes management’s best estimate is more likely influenced by changes in severity than frequency. The following table, which the Company believes reflects a reasonable range of variability around its best estimate based on historical experience and management’s judgment, reflects the impact of changes (which could be favorable or unfavorable) in frequency and severity
on the Company’s current accident year net losses and loss adjustment expenses estimate of $119.7 million for claims occurring during the six months ended June 30, 2025:
Severity Change
-10%
-5%
0%
5%
10%
Frequency Change
(17,354
(11,669
(5,984
(299
5,386
-3%
(15,199
(9,395
(3,590
2,214
8,019
-2%
(14,122
(8,258
(2,394
3,471
9,335
-1%
(13,045
(7,121
(1,197
4,727
10,652
(11,968
5,984
11,968
1%
(10,891
(4,847
1,197
7,241
13,285
2%
(9,814
(3,710
2,394
8,497
14,601
3%
(8,737
(2,573
3,590
9,754
15,918
(6,582
12,267
18,551
The Company’s net reserves for losses and loss adjustment expenses of $716.6 million as of June 30, 2025 relate to multiple accident years. Therefore, the impact of changes in frequency and severity for more than one accident year could be higher or lower than the amounts reflected above.
42
Reconciliation of non-GAAP financial measures and ratios
The tables below reconcile the non-GAAP financial measures or ratios, which excludes the impact of prior accident year adjustments and the California Wildfires, to its most directly comparable GAAP measure or ratio. The Company believes the non-GAAP financial measures or ratios are useful to investors when evaluating the Company's underwriting performance as trends in the Company's segments may be obscured by prior accident year adjustments and the California Wildfires. These non-GAAP financial measures or ratios should not be considered as a substitute for the most directly comparable GAAP measures or ratios and do not reflect the overall underwriting profitability of the Company.
LossRatio
Non catastrophe property excluding the effect of prior accident year (1)
Effect of prior accident year
(5,619
(13.9
(851
(6,179
(7.9
(987
(1.2
Non catastrophe property (2)
10,587
26.1
17,649
45.2
26,995
34.5
34,260
43.4
Catastrophe excluding the effect of prior accident year (1)
(377
(0.9
426
1.1
(634
(0.8
368
0.5
Catastrophe (2)
4,825
12.0
3,949
10.1
22,435
28.7
7,164
9.1
Total property excluding the effect of prior accident year (1)
(5,996
(14.8
(425
(6,813
(8.7
(619
(0.7
Total property (2)
15,412
38.1
21,598
55.3
49,430
63.2
41,424
52.5
Total casualty excluding the effect of prior accident year (1)
5,998
10.9
343
0.6
6,818
6.2
538
Total casualty (2)
37,536
68.6
32,064
59.6
70,256
63.7
65,622
59.5
Total property and casualty excluding the effect of prior accident year (1)
Total property and casualty (2)
Reconciliation of non-GAAP financial measures and ratios continued
Current accident year underwriting income excluding California Wildfires
Underwriting income (loss) (1)
(53
Current accident year underwriting income (loss) (2)
(4,742
8,731
California Wildfires net losses and loss adjustment expenses
15,684
Current accident year underwriting income excluding California Wildfires (2)
10,942
Net income excluding California Wildfires
Net income (loss) (1)
California Wildfires net losses and loss adjustment expenses (net of tax) (3)
12,406
Net income excluding California Wildfires (2)
18,761
Underwriting income excluding California Wildfires net losses and loss adjustment expenses
Underwriting income excluding California Wildfires (2)
10,995
Current accident year catastrophe net losses and loss adjustment expenses excluding California Wildfires
Current accident year catastrophe net losses and loss adjustment expenses (4)
(15,684
Current accident year catastrophe net losses and loss adjustment expenses excluding California Wildfires (2)
7,385
Current accident year combined ratio excluding California Wildfires
Combined ratio (1)
0.1
Current accident year combined ratio (2)
Impact of California Wildfires
(8.3
Current accident year combined ratio excluding California Wildfires (2)
94.7
Current accident year catastrophe loss ratio excluding California Wildfires (2)
Current accident year catastrophe loss ratio (4)
(20.1
9.4
(1) Most directly comparable GAAP measure / ratio.
(2) Non-GAAP financial measure / ratio.
(3) Represents net losses and loss adjustment expenses of $15.7 million less tax benefit of $3.3 million.
(4) See previous table for reconciliation of non-GAAP financial measures or ratios for current accident year catastrophe net losses and loss adjustment expenses.
44
Critical Accounting Estimates and Policies
The Company’s consolidated financial statements are prepared in conformity with GAAP, which require it to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.
The most critical accounting policies involve significant estimates and include those used in determining the liability for unpaid losses and loss adjustment expenses, recoverability of reinsurance receivables, investments, fair value measurements, goodwill and intangible assets, deferred acquisition costs, and taxation. For a detailed discussion on each of these policies, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes to any of these policies or underlying methodologies during the current year.
Liquidity and Capital Resources
Sources and Uses of Funds
Global Indemnity Group, LLC is a holding company. Its principal assets are its ownership in the shares of (i) Belmont Holdings GX, Inc., an insurance holding company that owns the following insurance companies: United National Insurance Company, Diamond State Insurance Company, Penn-America Insurance Company, Penn-Star Insurance Company, and Penn-Patriot Insurance Company, and (ii) Penn-America Underwriters, LLC, an agency and specialized service holding company.
Global Indemnity Group, LLC’s current short-term and long-term liquidity needs include but are not limited to the payment of corporate expenses, distributions to shareholders, and share repurchases. In order to meet its current short-term and long-term needs, its principal sources of cash include investment income, interest and principal payments on intercompany debt with Belmont Holdings GX, Inc., and reimbursement for equity awards granted to employees of Belmont Holdings GX, Inc. and Penn-America Underwriters, LLC.
Penn-America Underwriters, LLC consists of three insurance agencies, two insurance service companies, and one service company whose current short-term and long-term liquidity needs include but are not limited to the payment of corporate expenses, operating expenses, capital expenditures in developing information technology platforms, and payment for equity awards granted to its employees by Global Indemnity Group, LLC. In order to meet its current short-term and long-term needs, its principal sources of cash include fees from third parties, commissions / service fees from Belmont Holdings GX, Inc., and capital contributions from Global Indemnity Group, LLC.
Belmont Holdings GX, Inc.’s current short-term and long-term liquidity needs include but are not limited to the payment of corporate expenses, payment of interest and principal on intercompany debt, and payment for equity awards granted to its employees by Global Indemnity Group, LLC. In order to meet its current short-term and long-term needs, its principal sources of cash include dividends from insurance company subsidiaries and investment income.
The insurance companies’ current short-term and long-term liquidity needs include but are not limited to the payment of claims, commissions, operating expenses, federal taxes, and dividends. Its principal sources of funds include cash from direct and assumed business written, investment income, and proceeds from sales and maturities of investments.
The Company continuously reviews and assesses the short-term and long-term needs of each of its holding companies, service companies, and insurance companies. In addition, the Company periodically reviews opportunities related to business acquisitions and as a result, liquidity needs may arise in the future.
Belmont Holdings GX, Inc. is dependent on dividends from its insurance subsidiaries which are restricted by statute as to the amount of dividends that they may pay without the prior approval of regulatory authorities. The dividend limitations imposed by state laws are based on the statutory financial results of each insurance company that are determined by using statutory accounting practices that differ in various respects from accounting principles used in financial statements prepared in conformity with GAAP. See “Regulation - Statutory Accounting Principles” in Item 1 of Part I of the Company’s 2024 Annual Report on Form 10-K. Key differences relate to, among other items, deferred acquisition costs, limitations on deferred income taxes, reserve calculation assumptions and surplus notes. See Note 21 of the notes to the consolidated financial statements in Item 8 of Part II of the Company’s 2024 Annual Report on Form 10-K for further information on
45
dividend limitations related to the insurance companies. Extraordinary dividends of $100.0 million, in aggregate, were declared by the Company's insurance subsidiaries for distribution to Belmont Holdings GX, Inc. in June 2025. The dividends by the Company’s insurance subsidiaries were approved by the respective departments of insurance in Pennsylvania, Indiana and Virginia in July 2025. These dividends will be paid in the third quarter of 2025.
Cash Flows
Sources of operating cash consist primarily of net written premiums and investment income which are used to pay claims, underwriting expenses and corporate expenses. Operating cash flows are generally used for investing and financing activities. Funds may be used to pay distributions to the Company’s shareholders.
Net cash provided by operating activities was $9.4 million and $36.9 million for the six months ended June 30, 2025 and 2024, respectively, consisting of the following:
Net premiums collected
210,884
199,646
11,238
Net losses and loss adjustment expenses paid
(150,544
(108,643
(41,901
Underwriting and corporate expenses
(90,537
(72,568
(17,969
41,607
21,010
20,597
Net federal income taxes paid
(2,012
482
Interest paid
(17
(27,536
The reconciliation of net income to net cash provided by operating activities is generally influenced by the following:
See the consolidated statements of cash flows in the consolidated financial statements in Item 1 of Part I of this report for details concerning the Company’s investing and financing activities.
Liquidity
The Board of Directors approved quarterly distribution payments of $0.35 per common share to all shareholders of record on the close of business on March 21, 2025 and June 20, 2025. Distributions paid to common shareholders were $10.0 million during the six months ended June 30, 2025. In addition, distributions of $0.2 million were paid to Global Indemnity Group, LLC’s preferred shareholder during the six months ended June 30, 2025.
Investment Portfolio
On July 31, 2023, the Company provided the Global Debt Fund, LP with a formal withdrawal request to fully redeem the partnership interest. Partial redemption proceeds of $4.4 million were received during the quarter and six months ended June 30, 2025. The Global Debt Fund, LP had a fair market value of $12.5 million at June 30, 2025.
46
Other than the items discussed in the preceding paragraphs, there have been no material changes to the Company’s liquidity during the quarter and six months ended June 30, 2025. Please see Item 7 of Part II in the Company’s 2024 Annual Report on Form 10-K for information regarding the Company’s liquidity.
Capital Resources
There have been no material changes to the Company’s capital resources during the quarter and six months ended June 30, 2025. Please see Item 7 of Part II in the Company’s 2024 Annual Report on Form 10-K for information regarding the Company’s capital resources.
Off Balance Sheet Arrangements
The Company has no off balance sheet arrangements.
Cautionary Note Regarding Forward-Looking Statements
Some of the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report are forward-looking statements within the meaning of Section 21E of the Security Exchange Act of 1934, as amended. These forward-looking statements reflect the Company’s current views as of the date of this report. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “project,” “plan,” “seek,” “intend,” or “anticipate” or the negative thereof or comparable terminology, and include discussions of strategy, financial projections and estimates and their underlying assumptions, statements regarding plans, objectives, expectations or consequences of identified transactions or natural disasters, and statements about the future performance, operations, products and services of the companies.
The forward-looking statements contained in this report are primarily based on the Company’s current expectations and projections about future events and trends that it believes may affect the Company’s business, financial condition, results of operations, prospects, business strategy and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions, including, but not limited to, the impact of legislative or regulatory actions, the impact of natural or man-made disasters, the sufficiency of the Company’s reserves, the impact of emerging claims issues, adverse capital market developments impacting investment performance, ability to effectively start-up or integrate new product opportunities, adverse effect of cyber-attacks, and other factors described in the section captioned “Risk Factors” in Item 1A of Part I in the Company’s 2024 Annual Report on Form 10-K. These risks are not exhaustive, and new risks and uncertainties emerge from time to time. It is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. The Company cannot provide assurance that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. Forward-looking statements are inherently uncertain and investors are cautioned not to unduly rely upon such statements.
The Company’s forward-looking statements speak only as of the date of this report or as of the date they were made. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of economic losses due to adverse changes in the estimated fair value of a financial instrument as the result of changes in interest rates, equity prices, credit risk, illiquidity, foreign exchange rates and commodity prices. The Company’s consolidated balance sheets include the estimated fair values of assets that are subject to market risk. The Company’s primary market risks are interest rate risk and credit risks associated with investments in fixed maturities, equity price risk associated with investments in equity securities, and foreign exchange risk associated with premium received that is denominated in foreign currencies. The Company has no commodity risk.
There have been no material changes to the Company’s market risk since December 31, 2024. The Company’s investment grade fixed income portfolio continues to maintain high quality with an AA- average rating and a duration of 1.2 years.
Please see Item 7A of Part II in the Company’s 2024 Annual Report on Form 10-K for information regarding the Company’s market risk.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2025. Based upon that evaluation, and subject to the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2025, the design and operation of the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
PART II-OTHER INFORMATION
Item 1. Legal Proceedings
The Company is, from time to time, involved in various legal proceedings in the ordinary course of business. The Company maintains insurance and reinsurance coverage for risks in amounts that it considers adequate. However, there can be no assurance that the insurance and reinsurance coverage that the Company maintains is sufficient or will be available in adequate amounts or at a reasonable cost. The Company does not believe that the resolution of any currently pending legal proceedings, either individually or taken as a whole, will have a material adverse effect on its business, results of operations, cash flows, or financial condition.
There is a greater potential for disputes with reinsurers who are in runoff. Some of the Company’s reinsurers’ have operations that are in runoff, and therefore, the Company closely monitors those relationships. The Company anticipates that, similar to the rest of the insurance and reinsurance industry, it will continue to be subject to litigation and arbitration proceedings in the ordinary course of business.
Item 1A. Risk Factors
The Company’s results of operations and financial condition are subject to numerous risks and uncertainties described in Item 1A of Part I in the Company’s 2024 Annual Report on Form 10-K, filed with the SEC on March 11, 2025. The risk factors identified therein have not materially changed.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no sales of unregistered equity securities during the quarter ended June 30, 2025.
Global Indemnity Group, LLC did not repurchase any shares from third parties under its repurchase program during the quarter and six months ended June 30, 2025.
There were no shares surrendered by the Company's employees during the quarter and six months ended June 30, 2025.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Item 5. Other Information
None of the Company's directors or Section 16 officers adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement, as each term is defined by Item 408 of Regulation S-K, during the quarter ended June 30, 2025.
Item 6.Exhibits
31.1+
Certification of Chief Executive Officer pursuant to Rule 13a-14 (a) / 15d-14 (a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2+
Certification of Chief Financial Officer pursuant to Rule 13a-14 (a) / 15d-14 (a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
+ Filed or furnished herewith, as applicable.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant
Dated: August 6, 2025
By:
/s/ Brian J. Riley
Brian J. Riley
Chief Financial Officer
(Authorized Signatory and Principal Financial and Accounting Officer)