UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2025
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
001-34809
Commission File Number
GLOBAL INDEMNITY GROUP, LLC
(Exact name of registrant as specified in its charter)
85-2619578
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer Identification No.)
112 S. French Street, Suite 105
Wilmington, DE 19801
(Address of principal executive office including zip code)
Registrant's telephone number, including area code: (302) 691-6276
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit such files.). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer
☐;
Accelerated filer
☒;
Non-accelerated filer
Smaller reporting company
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A Common Shares
GBLI
New York Stock Exchange
As of October 31, 2025, the registrant had outstanding 10,530,342 class A common shares (including 550,000 class A common shares designated as class A-2 common shares) and 3,793,612 class B common shares.
TABLE OF CONTENTS
Page
PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements:
3
Consolidated Balance Sheets As of September 30, 2025 (Unaudited) and December 31, 2024
Consolidated Statements of Operations Quarters and Nine Months Ended September 30, 2025 (Unaudited) and September 30, 2024 (Unaudited)
4
Consolidated Statements of Comprehensive Income Quarters and Nine Months Ended September 30, 2025 (Unaudited) and September 30, 2024 (Unaudited)
5
Consolidated Statements of Changes in Shareholders’ Equity Quarters and Nine Months Ended September 30, 2025 (Unaudited) and September 30, 2024 (Unaudited)
6
Consolidated Statements of Cash Flows Nine Months Ended September 30, 2025 (Unaudited) and September 30, 2024 (Unaudited)
7
Notes to Consolidated Financial Statements (Unaudited)
8
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
32
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
47
Item 4.
Controls and Procedures
48
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)September 30, 2025
December 31, 2024
ASSETS
Fixed maturities:
Available for sale, at fair value (amortized cost: $1,314,418 and $1,394,639; net of allowance for expected credit losses of $0 at September 30, 2025 and December 31, 2024)
$
1,309,379
1,381,908
Equity securities, at fair value
33,625
12,284
Other invested assets
19,084
29,413
Total investments
1,362,088
1,423,605
Cash and cash equivalents
75,360
17,009
Premium receivables, net of allowance for expected credit losses of $3,476 at September 30, 2025 and $3,530 at December 31, 2024
75,870
75,088
Reinsurance receivables, net of allowance for expected credit losses of $8,992 at September 30, 2025 and December 31, 2024
64,262
66,855
Funds held by ceding insurers
23,919
30,026
Deferred income taxes
17,947
22,459
Deferred acquisition costs
45,523
41,136
Intangible assets
17,000
14,103
Goodwill
4,820
Prepaid reinsurance premiums
3,661
3,320
Receivable for securities
—
52
Income tax receivable
6,071
825
Lease right of use assets
8,424
9,295
Other assets
29,143
22,660
Total assets
1,734,088
1,731,253
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Unpaid losses and loss adjustment expenses
761,681
800,391
Unearned premiums
200,941
183,411
Reinsurance balances payable
2,700
8,181
Payable for securities
2,227
Contingent commissions
5,606
6,826
Lease liabilities
8,922
10,371
Other liabilities
47,876
32,924
Total liabilities
1,029,953
1,042,104
Commitments and contingencies (Note 10)
Shareholders’ equity:
Series A cumulative fixed rate preferred shares, $1,000 par value; 100,000,000 shares authorized, shares issued and outstanding: 4,000 and 4,000 shares, respectively, liquidation preference: $1,000 per share and $1,000 per share, respectively
4,000
Common shares: no par value; 900,000,000 common shares authorized; class A common shares issued: 11,818,110 and 11,202,355, respectively, (inclusive of class A common shares designated as class A-2 common shares of 550,000 and 0, respectively); class A common shares outstanding: 10,530,342 and 9,914,587, respectively (inclusive of class A common shares designated as class A-2 common shares of 550,000 and 0, respectively); class B common shares issued and outstanding: 3,793,612 and 3,793,612, respectively
Additional paid-in capital
464,796
459,578
Accumulated other comprehensive income (loss), net of tax
(4,200
)
(10,410
Retained earnings
272,231
268,673
Class A common shares in treasury, at cost: 1,287,768 and 1,287,768 shares, respectively
(32,692
Total shareholders’ equity
704,135
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 September 30,
(Unaudited)Nine Months Ended September 30,
2025
2024
Revenues:
Gross written premiums
108,369
99,767
313,845
293,961
Ceded written premiums
(2,826
(2,590
(8,524
(6,948
Net written premiums
105,543
97,177
305,321
287,013
Change in net unearned premiums
(5,873
(1,764
(17,189
(2,207
Net earned premiums
99,670
95,413
288,132
284,806
Net investment income
17,911
16,488
47,400
46,319
Net realized investment gains (losses)
(3,994
(512
(3,731
540
Other income
611
372
1,568
1,074
Total revenues
114,198
111,761
333,369
332,739
Losses and Expenses:
Net losses and loss adjustment expenses
49,875
52,400
169,561
159,446
Acquisition costs and other underwriting expenses
40,415
37,553
114,837
111,790
Corporate expenses
7,844
5,923
24,872
18,679
Income before income taxes
16,064
15,885
24,099
42,824
Income tax expense
3,541
3,125
5,221
8,605
Net income
12,523
12,760
18,878
34,219
Less: preferred stock distributions
110
330
Net income available to common shareholders
12,413
12,650
18,548
33,889
Per share data:
Basic
0.87
0.93
1.31
2.49
Diluted
0.86
0.92
1.30
2.48
Weighted-average number of shares outstanding
14,296,628
13,664,542
14,147,848
13,617,960
14,357,909
13,800,877
14,222,845
13,684,018
Cash distributions declared per common share
0.35
1.05
Consolidated Statements of Comprehensive Income
(In thousands)
Other comprehensive income, net of tax:
Unrealized holding gains
413
9,513
6,084
14,314
Reclassification adjustment for losses included in net income
28
633
665
Unrealized foreign currency translation gains
16
58
75
37
Other comprehensive income, net of tax
457
10,204
6,210
15,016
Comprehensive income, net of tax
12,980
22,964
25,088
49,235
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
11,790,484
11,158,442
11,202,355
11,042,670
Common shares issued to Fox Paine & Company, LLC, designated as class A-2 common shares
550,000
Common shares issued under share incentive plans, net of forfeitures
65,182
Common shares issued to directors
27,626
23,556
65,755
74,146
Number at end of period
11,818,110
11,181,998
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
463,816
457,550
454,791
Share compensation plans
980
1,164
5,218
3,923
Balance at end of period
458,714
Accumulated other comprehensive income (loss), net of deferred income tax:
(4,657
(18,051
(22,863
Other comprehensive income:
Change in unrealized holding gains
441
10,146
6,135
14,979
Unrealized foreign currency translation gains (losses)
Other comprehensive income
(7,847
Retained earnings:
264,821
256,683
244,988
Preferred share distributions
(110
(330
Distributions to shareholders ($0.35 per share per quarter in 2025 and 2024)
(5,003
(4,782
(14,990
(14,326
264,551
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
686,726
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
4,136
3,993
Restricted stock and stock option expense
Deferred federal income taxes
2,935
Amortization of bond premium and discount, net
12,536
(16,989
Net realized investment losses (gains)
3,731
(540
Loss (income) from equity method investments, net of distributions
342
136
Changes in:
Premium receivables, net
3,552
28,733
Reinsurance receivables, net
2,593
4,046
6,201
(10,158
(38,710
(10,423
17,530
510
(5,481
(1,679
Other assets and liabilities
(7,174
7,672
(1,220
(429
Income tax receivable / payable
(5,246
(2,657
(4,387
1,590
(341
1,698
Net cash provided by operating activities
15,093
52,250
Cash flows from investing activities:
Proceeds from sale of fixed maturities
201,033
80,236
Proceeds from maturity of fixed maturities
1,749,775
539,542
Proceeds from maturity of preferred stock
5,534
Proceeds from other invested assets
9,988
8,641
Purchases of fixed maturities
(1,880,892
(682,546
Purchases of equity securities
(25,024
Acquisition of business, net of cash acquired
(1,305
Net cash provided by (used for) investing activities
53,575
(48,593
Cash flows from financing activities:
Distributions paid to common shareholders
(9,987
(9,816
Distributions paid to preferred shareholders
Purchases of class A common shares
Net cash used for financing activities
(10,317
(10,675
Net change in cash and cash equivalents
58,351
(7,018
Cash and cash equivalents at beginning of period
38,037
Cash and cash equivalents at end of period
31,019
Global Indemnity Group, LLC (“Global Indemnity” or “the Company”) is a Delaware limited liability company. As of September 30, 2025, Global Indemnity Group, LLC’s class A common shares (excluding the 550,000 class A common shares designated as class A-2 common shares) are publicly traded on the New York Stock Exchange under the ticker symbol GBLI. Global Indemnity Group, LLC’s predecessors have been publicly traded since 2003. See Note 15 for additional information regarding the transfer of the listing of Global Indemnity Group, LLC's class A common shares from the New York Stock Exchange to the Nasdaq Global Select Market effective after the market closes on November 3, 2025.
The interim consolidated financial statements are unaudited, but have been prepared in conformity with United States of America generally accepted accounting principles (“GAAP”), which differs in certain respects from those principles followed in reports to insurance regulatory authorities. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The unaudited consolidated financial statements include all adjustments that are, in the opinion of management, of a normal recurring nature and are necessary for a fair statement of results for the interim periods. Results of operations for the quarters and nine months ended September 30, 2025 and 2024 are not necessarily indicative of the results of a full year. The accompanying notes to the unaudited consolidated financial statements should be read in conjunction with the notes to the consolidated financial statements contained in the Company’s 2024 Annual Report on Form 10-K.
The consolidated financial statements include the accounts of Global Indemnity Group, LLC and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
On August 31, 2025, the Company's subsidiary, Katalyx Holdings LLC ("Katalyx"), formerly Penn-America Underwriters, LLC, acquired Sayata, an artificial intelligence-enabled digital distribution marketplace and agency operations for commercial insurance. Sayata was acquired in an all-cash transaction. The acquisition complements the Company’s recent strategic reorganization of its Katalyx business to focus on agency and insurance services.
The results of Sayata’s operations have been included in the Company’s consolidated financial statements since the date of the acquisition on August 31, 2025.
The amortized cost and estimated fair value of the Company’s fixed maturities securities were as follows as of September 30, 2025 and December 31, 2024:
(Dollars in thousands)
Amortized Cost
Allowance for Expected Credit Losses
GrossUnrealizedGains
GrossUnrealizedLosses
Estimated Fair Value
As of September 30, 2025
U.S. treasuries
577,064
111
(174
577,001
Obligations of states and political subdivisions
14,540
(390
14,150
Mortgage-backed securities
224,318
2,301
(3,412
223,207
Asset-backed securities
153,311
1,291
(3,616
150,986
Commercial mortgage-backed securities
58,250
414
(1,343
57,321
Corporate bonds
205,176
1,191
(1,099
205,268
Foreign corporate bonds
81,759
405
(718
81,446
Total fixed maturities
1,314,418
5,713
(10,752
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 September 30, 2025 and December 31, 2024, the Company’s investments in equity securities consist of the following:
September 30, 2025
Common stock
21,019
Preferred stock
12,606
Total
Excluding U.S. treasuries and limited partnerships, the Company did not hold any debt or equity investments in a single issuer in excess of 2.7% and 1.7% of shareholders' equity at September 30, 2025 and December 31, 2024, respectively.
The amortized cost and estimated fair value of the Company’s fixed maturities portfolio classified as available for sale at September 30, 2025, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Due in one year or less
605,240
605,055
Due in one year through five years
259,054
259,264
Due in five years through ten years
5,193
5,012
Due after ten years
9,052
8,534
9
The following table contains an analysis of the Company’s fixed income securities with gross unrealized losses that are not deemed to have credit losses, categorized by the period that the securities were in a continuous loss position as of September 30, 2025. The fair value amounts reported in the table are estimates that are prepared using the process described in Note 4.
Less than 12 months
12 months or longer
Fair Value
8,513
(8
7,595
(166
16,108
19,003
(1,236
21,389
(2,176
40,392
20,309
(1,599
35,472
(2,017
55,781
3,162
(42
37,607
(1,301
40,769
443
(2
56,893
(1,097
57,336
795
(4
28,586
(714
29,381
52,225
201,692
(7,861
253,917
The following table contains an analysis of the Company’s fixed income securities with gross unrealized losses that are not deemed to have credit losses, categorized by the period that the securities were in a continuous loss position as of December 31, 2024. The fair value amounts reported in the table are estimates that are prepared using the process described in Note 4.
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.
10
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 September 30, 2025 and December 31, 2024 concluded the unrealized losses in the tables above are non-credit losses on securities where management does not intend to sell, and it is more likely than not that the Company will not be required to sell the security before recovery.
The Company elected the practical expedient to exclude accrued interest from both the fair value and the amortized cost basis of the available for sale debt securities for the purposes of identifying and measuring an impairment and to not measure an allowance for expected credit losses for accrued interest receivables. Accrued interest receivable is written off through net realized investment gains (losses) at the time the issuer of the bond defaults or is expected to default on payment. The Company made an accounting policy election to present the accrued interest receivable balance with other assets on the Company’s consolidated statements of financial position. Accrued interest receivable related to fixed maturities was $4.5 million and $3.5 million as of September 30, 2025 and December 31, 2024, respectively.
The following is a description, by asset type, of the methodology and significant inputs that the Company used to measure the amount of credit loss recognized in earnings, if any:
U.S. treasuries – As of September 30, 2025, gross unrealized losses related to U.S. treasuries were $0.174 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, macroeconomic and market analysis is conducted in evaluating these securities. Consideration is given to the interest rate environment, duration and yield curve management of the portfolio, sector allocation and security selection. Based on the analysis performed, the Company did not recognize a credit loss on U.S. treasuries during the period.
Obligations of states and political subdivisions – As of September 30, 2025, gross unrealized losses related to obligations of states and political subdivisions were $0.390 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, elements that may influence the performance of the municipal bond market are considered in evaluating these securities such as investor expectations, supply and demand patterns, and current versus historical yield and spread relationships. The analysis relies on the output of fixed income credit analysts, as well as dedicated municipal bond analysts who perform extensive in-house fundamental analysis on each issuer, regardless of their rating by the major agencies. Based on the analysis performed, the Company did not recognize a credit loss on obligations of states and political subdivisions during the period.
11
Mortgage-backed securities (“MBS”) – As of September 30, 2025, gross unrealized losses related to mortgage-backed securities were $3.412 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, mortgage-backed securities are modeled to project principal losses under downside, base, and upside scenarios for the economy and home prices. The primary assumption that drives the security and loan level modeling is the Home Price Index (“HPI”) projection. These forecasts incorporate not just national macro-economic trends, but also regional impacts to arrive at the most granular and detailed and comprehensive projections. These assumptions are incorporated into the model as a basis to generate delinquency probabilities, default curves, loss severity curves, and voluntary prepayment curves at the loan level within each deal. The model utilizes HPI-adjusted current loan to value, payment history, loan terms, loan modification history, and borrower characteristics as inputs to generate expected cash flows and principal loss for each bond under various scenarios. Based on the analysis performed, the Company did not recognize a credit loss on mortgage-backed securities during the period.
Asset backed securities (“ABS”) - As of September 30, 2025, gross unrealized losses related to asset backed securities were $3.616 million. The weighted average credit enhancement for the Company’s asset backed portfolio is 36.5. This represents the percentage of pool losses that can occur before an asset backed security will incur its first dollar of principal losses. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, every ABS transaction is analyzed on a stand-alone basis. This analysis involves a thorough review of the collateral, prepayment, and structural risk in each transaction. Additionally, the analysis includes an in-depth credit analysis of the originator and servicer of the collateral. The analysis projects an expected loss for a deal given a set of assumptions specific to the asset type. These assumptions are used to calculate at what level of losses the deal will incur its first dollar of principal loss. The major assumptions used to calculate this ratio are loss severities, recovery lags, and no advances on principal and interest. Based on the analysis performed, the Company did not recognize a credit loss on asset backed securities during the period.
Commercial mortgage-backed securities (“CMBS”) - As of September 30, 2025, gross unrealized losses related to the CMBS portfolio were $1.343 million. The weighted average credit enhancement for the Company’s CMBS portfolio is 41.7. This represents the percentage of pool losses that can occur before a commercial mortgage-backed security will incur its first dollar of principal loss. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, a loan level analysis is utilized where every underlying CMBS loan is re-underwritten based on a set of assumptions reflecting expectations for the future path of the economy. Each loan is analyzed over time using a series of tests to determine if a credit event will occur during the life of the loan. Inherent in this process are several economic scenarios and their corresponding rent/vacancy and capital market states. The five primary credit events that frame the analysis include loan modifications, term default, balloon default, extension, and ability to pay off the balloon. The resulting output is the expected loss adjusted cash flows for each bond under base case and distressed scenarios. Based on the analysis performed, the Company did not recognize a credit loss on commercial mortgage-backed securities during the period.
Corporate bonds - As of September 30, 2025, gross unrealized losses related to corporate bonds were $1.099 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, analysis for this asset class includes maintaining detailed financial models that include a projection of each issuer’s future financial performance, including prospective debt servicing capabilities, capital structure composition, and the value of the collateral. The analysis incorporates the macroeconomic environment, industry conditions in which the issuer operates, the issuer’s current competitive position, its vulnerability to changes in the competitive and regulatory environment, issuer liquidity, issuer commitment to bondholders, issuer creditworthiness, and asset protection. Part of the process also includes running downside scenarios to evaluate the expected likelihood of default as well as potential losses in the event of default. Based on the analysis performed, the Company did not recognize a credit loss on corporate bonds during the period.
Foreign bonds – As of September 30, 2025, gross unrealized losses related to foreign bonds were $0.718 million. To assess whether the decline in fair value below amortized cost has resulted from a credit loss or other factors, detailed financial models are maintained that include a projection of each issuer’s future financial performance, including prospective debt servicing capabilities, capital structure composition, and the value of the collateral. The analysis incorporates the macroeconomic environment, industry conditions in which the issuer operates, the issuer’s current competitive position, its vulnerability to changes in the competitive and regulatory environment, issuer liquidity, issuer commitment to bondholders, issuer creditworthiness, and asset protection. Part of the process also includes running downside scenarios to evaluate the expected likelihood of default as well as potential losses in the event of default. Based on the analysis performed, the Company did not recognize a credit loss on foreign bonds during the period.
12
The Company has evaluated its investment portfolio and has determined that an allowance for expected credit losses on its investments is not required.
Accumulated Other Comprehensive Income (Loss), Net of Tax
Accumulated other comprehensive income (loss), net of tax, as of September 30, 2025 and December 31, 2024 was as follows:
Net unrealized gains (losses) from:
Fixed maturities
(5,039
(12,731
Foreign currency fluctuations
(164
(259
Deferred taxes
1,003
2,580
The following tables present the changes in accumulated other comprehensive income (loss), by components, for the quarters and nine months ended September 30, 2025 and 2024:
Quarter Ended September 30, 2025(Dollars in thousands)
Unrealized Gains and Losses on Available for Sale Securities
Foreign Currency Items
Accumulated Other Comprehensive Income (Loss)
Beginning balance, net of tax
(4,512
(145
Other comprehensive income before reclassification, before tax
524
20
544
Amounts reclassified from accumulated other comprehensive income (loss), before tax
27
Other comprehensive income, before tax
551
571
(109
(5
(114
Ending balance, net of tax
(4,070
(130
Quarter Ended September 30, 2024(Dollars in thousands)
(17,882
(169
11,912
74
11,986
Amounts reclassified from accumulated other comprehensive income, before tax
801
12,713
12,787
(2,568
(15
(2,583
(7,737
Nine Months Ended September 30, 2025(Dollars in thousands)
(10,205
(205
7,644
95
7,739
7,692
7,787
(1,557
(20
(1,577
13
Nine Months Ended September 30, 2024(Dollars in thousands)
(22,715
(148
17,841
17,888
833
18,674
18,721
(3,696
(9
(3,705
The reclassifications out of accumulated other comprehensive income (loss) for the quarters and nine months ended September 30, 2025 and 2024 were as follows:
Amounts Reclassified fromAccumulated OtherComprehensive Income (Loss)
Quarters Ended September 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
(168
Total reclassifications, net of tax
Nine Months Ended September 30,
Net Realized Investment Gains (Losses)
The components of net realized investment gains (losses) for the quarters and nine months ended September 30, 2025 and 2024 were as follows:
Gross realized gains
69
54
Gross realized losses
(35
(806
(117
(887
Net realized gains (losses)
(27
(801
(48
(833
Equity securities:
38
295
322
1,384
(4,005
(6
(11
(3,967
289
(3,683
1,373
Total net realized investment gains (losses)
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The following table shows the calculation of the portion of realized gains and losses related to equity securities held as of September 30, 2025 and 2024:
Net gains (losses) recognized during the period on equity securities
Less: net gains (losses) recognized during the period on equity securities sold during the period
(157
(423
Unrealized gains (losses) recognized during the reporting period on equity securities still held
446
1,796
The proceeds from sales and redemptions of available for sale and equity securities resulting in net realized investment gains (losses) for the nine months ended September 30, 2025 and 2024 were as follows:
Equity securities
Net Investment Income
The sources of net investment income for the quarters and nine months ended September 30, 2025 and 2024 were as follows:
14,972
15,457
44,268
43,617
716
181
1,001
615
715
800
2,321
2,121
2,012
555
1,318
1,486
Total investment income
18,415
16,993
48,908
47,839
Investment expense
(504
(505
(1,508
(1,520
The Company’s total investment return on a pre-tax basis for the quarters and nine months ended September 30, 2025 and 2024 were as follows:
Change in unrealized holding gains (losses)
Net realized and unrealized investment returns
(3,423
12,275
4,056
19,261
Total investment return
14,488
28,763
51,456
65,580
Total investment return % (1)
1.0
%
2.0
3.6
4.6
Average investment portfolio (2)
1,434,105
1,451,641
1,437,944
1,429,253
As of September 30, 2025 and December 31, 2024, the Company did not own any fixed maturity securities that were non-income producing for the preceding twelve months.
Insurance Enhanced Municipal Bonds
As of September 30, 2025, the Company held insurance enhanced municipal bonds with a market value of approximately $1.3 million which represented 0.1% of the Company’s total cash and invested assets, net of payable for securities. The financial guarantors of the Company’s $1.3 million municipal bonds include Assured Guaranty Corporation ($0.4 million) and Ambac Financial Group ($0.9 million).
The Company had no direct investments in the entities that have provided financial guarantees or other credit support to any security held by the Company at September 30, 2025.
Bonds Held on Deposit
Certain cash and cash equivalents and bonds available for sale were deposited with various governmental authorities in accordance with statutory requirements, were held as collateral, or were held in trust. The fair values were as follows as of September 30, 2025 and December 31, 2024:
On deposit with governmental authorities
19,861
19,378
Held in trust pursuant to third-party requirements
164,490
158,964
Total (1)
184,351
178,342
Variable Interest Entities
A Variable Interest Entity (“VIE”) refers to an investment in which an investor holds a controlling interest that is not based on the majority of voting rights. Under the VIE model, the party that has the power to exercise significant management influence and maintain a controlling financial interest in the entity’s economics is said to be the primary beneficiary, and is required to consolidate the entity within their results. Other entities that participate in a VIE, for which their financial interests fluctuate with changes in the fair value of the investment entity’s net assets but do not have significant management influence and the ability to direct the VIE’s significant economic activities are said to have a variable interest in the VIE but do not consolidate the VIE in their financial results.
The Company has interests in three limited partnership investments with an aggregate carrying value approximating fair value of $19.1 million and $29.4 million as of September 30, 2025 and December 31, 2024. The Company has a variable interest in two of these limited partnership investments, for which it is not the primary beneficiary. These investments are accounted for under the equity method since its ownership interest exceeds 3%.
The carrying value of one of the Company’s VIEs, which invests in distressed securities and assets, was $2.1 million and $2.6 million as of September 30, 2025 and December 31, 2024, respectively. The Company’s maximum exposure to loss from this VIE, which factors in future funding commitments of $14.2 million, was $16.4 million and $16.8 million at September 30, 2025 and December 31, 2024, respectively. Since the investment period has concluded, the Company does not expect any capital calls will be made prospectively. The carrying value and maximum exposure to loss of a second VIE that invests in Real Estate Investment Trust (“REIT”) qualifying assets was $7.4 million and $8.9 million as of September 30, 2025 and December 31, 2024, respectively. The Company’s investment in VIEs is included in other invested assets on the consolidated balance sheets with changes in carrying value recorded in the consolidated statements of operations.
The accounting standards related to fair value measurements define fair value, establish a framework for measuring fair value, outline a fair value hierarchy based on inputs used to measure fair value, and enhance disclosure requirements for fair value measurements. These standards do not change existing guidance as to whether or not an instrument is carried at fair value. The Company has determined that its fair value measurements are in accordance with the requirements of these accounting standards.
The Company’s invested assets are carried at their fair value and are categorized based upon a fair value hierarchy:
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset.
The following table presents information about the Company’s invested assets measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.
Fair Value Measurements
As of September 30, 2025 (Dollars in thousands)
Level 1
Level 2
Level 3
Assets:
732,378
Total assets measured at fair value
598,020
744,984
1,343,004
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 and equity securities actively traded on an exchange.
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The securities classified as Level 2 in the above tables consist primarily of fixed maturities and preferred stocks. Based on the typical trading volumes and the lack of quoted market prices for fixed maturities and preferred stocks, security prices are derived through recent reported trades for identical or similar securities making adjustments through the reporting date based upon available market observable information. If there are no recent reported trades, matrix or model processes are used to develop a security price where future cash flow expectations are developed based upon collateral performance and discounted at an estimated market rate. Included in the pricing of asset-backed securities, collateralized mortgage obligations, and mortgage-backed securities are estimates of the rate of future prepayments of principal over the remaining life of the securities. Such estimates are derived based on the characteristics of the underlying structure and prepayment speeds previously experienced at the interest rate levels projected for the underlying collateral.
Fair Value of Alternative Investments
Other invested assets consist of limited partnerships whose carrying value approximates fair value. The following table provides the fair value and future funding commitments related to these investments at September 30, 2025 and December 31, 2024.
Future FundingCommitment
European Non-Performing Loan Fund, LP (1)
2,146
14,214
2,628
Mortgage Debt Fund, LP (2)
7,368
8,882
Global Debt Fund, LP (3)
9,570
17,903
Limited Partnerships with ownership interest exceeding 3%
The Company uses the equity method to account for investments in limited partnerships where its ownership interest exceeds 3%. The equity method of accounting for an investment in limited partnerships requires that its cost basis be updated to account for the income or loss earned on the investment. In the Fair Value of Alternative Investments table above, all of the investments are booked on a one quarter lag due to non-availability of data at the time the financial statements are prepared. The investment income (loss) associated with the limited partnerships whose ownership interest exceeds 3% is reflected in the consolidated statements of operations in the amounts of $0.0 million and ($0.2) million for the quarters ended September 30, 2025 and 2024, respectively, and $0.1 million and $0.4 million for the nine months ended September 30, 2025 and 2024, respectively.
Pricing
The Company’s pricing vendors provide prices for all investment categories except for investments in limited partnerships. Two primary vendors are utilized to provide prices for equity and fixed maturity securities.
The following is a description of the valuation methodologies used by the Company’s pricing vendors for investment securities carried at fair value:
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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 nine months ended September 30, 2025 and 2024, the Company has not adjusted quotes or prices obtained from the pricing vendors.
5. Allowance for Expected Credit Losses - Premium Receivables and Reinsurance Receivables
For premium receivables, the allowance is based upon the Company’s ongoing review of key aspects of amounts outstanding, including but not limited to, length of collection periods, direct placement with collection agencies, solvency of insured, agents, or reinsurers on assumed reinsurance, terminated agents, and other relevant factors.
The following table is an analysis of the allowance for expected credit losses related to the Company's premium receivables for the quarters and nine months ended September 30, 2025 and 2024:
Beginning balance
3,371
4,043
3,530
4,796
Current period provision for expected credit losses
197
(522
118
(695
Write-offs
(92
(172
(615
Ending balance
3,476
3,486
For reinsurance receivables, the allowance is based upon the Company’s ongoing review of key aspects of amounts outstanding, including but not limited to, length of collection periods, disputes, applicable coverage defenses, insolvent reinsurers, financial strength of solvent reinsurers based on AM Best Ratings and other relevant factors.
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The allowance for expected credit losses related to the Company's reinsurance receivables was $9.0 million at September 30, 2025 and December 31, 2024.
6. Income Taxes
Global Indemnity Group, LLC is a publicly traded partnership for U.S. federal income tax purposes and meets the qualifying income exception to maintain partnership status. As a publicly traded partnership, Global Indemnity Group, LLC is generally not subject to federal income tax and most state income taxes. However, income earned by the subsidiaries of Global Indemnity Group, LLC is subject to corporate tax in the United States and certain foreign jurisdictions.
The Company conducts business in the United States where the statutory income tax rate is 21% and conducts certain functions in Ireland where the statutory income tax rate is 12.5% on trading income. The statutory income tax rate of each country is applied against the expected annual taxable income of the Company in each country to estimate the annual income tax expense.
The Company’s income before income taxes is derived from its U.S. subsidiaries for the quarters and nine months ended September 30, 2025 and 2024.
The Company uses the estimated annual effective tax rate method for calculating its interim tax provision. These rates are revised, if necessary, at the end of each successive interim period to reflect current estimates of the annual effective tax rates.
The effective tax rate was 22.0% and 21.7% for the quarter and nine months ended September 30, 2025, respectively. The effective tax rate is higher than the statutory tax rate of 21% primarily due to non-deductible executive compensation offset partially by Global Indemnity Group, LLC’s income being treated as a partnership for tax.
The effective tax rate was 19.7% and 20.1% for the quarter and nine months ended September 30, 2024, respectively. The effective tax rate is lower than the statutory tax rate of 21% primarily due to Global Indemnity Group, LLC’s income being treated as a partnership for tax offset partially by non-deductible executive compensation.
On July 4, 2025, the U.S enacted the One Big Beautiful Bill Act (the “Act”). The Act includes provisions to expense previously deferred domestic research and development costs, increase bonus depreciation and modify the international tax framework. The Company has evaluated the impact of the Act on its consolidated financial statements and does not anticipate a material effect.
7. Liability for Unpaid Losses and Loss Adjustment Expenses
Activity in the liability for unpaid losses and loss adjustment expenses is summarized as follows:
776,127
844,206
850,599
Less: ceded reinsurance receivables
59,478
70,392
60,754
72,829
Net balance at beginning of period
716,649
773,814
739,637
777,770
Net losses and loss adjustment expenses related to:
Current year
49,919
52,434
169,600
159,561
Prior years
(44
(34
(39
(115
Total net losses and loss adjustment expenses
Paid net losses and loss adjustment expenses related to:
13,208
8,415
46,984
32,501
50,425
48,520
159,323
135,436
Total paid net losses and loss adjustment expenses
63,633
56,935
206,307
167,937
Net balance at end of period
702,891
769,279
Plus: ceded reinsurance receivables
58,790
70,897
840,176
When analyzing unpaid losses and loss adjustment expenses ("loss reserves") and prior year development, the Company considers many factors, including the frequency and severity of claims, loss trends, case reserve settlements that may have resulted in significant development, and any other additional or pertinent factors that may impact reserve estimates.
During the third quarter of 2025, the Company's adjustments to prior accident year loss reserves netted to a decrease of less than $0.1 million.
During the third quarter of 2024, the Company's adjustments to prior accident year loss reserves netted to a decrease of less than $0.1 million.
During the first nine months of 2025, the Company's adjustments to prior accident year loss reserves netted to a decrease of less than $0.1 million.
During the first nine months of 2024, the Company's adjustments to prior accident year loss reserves netted to a decrease of $0.1 million.
8. Shareholders’ Equity
Amendment of the Limited Liability Company Agreement
Effective January 16, 2025, the Company amended and restated its Second Amended and Restated Limited Liability Company Agreement (such amended and restated agreement, the Third Amended and Restated Limited Liability Company Agreement (“LLCA”)). The LLCA incorporates certain amendments, including, the authorization of 5,000,000 class A common shares that the Board may designate as class A-2 common shares pursuant to a grant agreement, as well as establishing the rights of the class A common shares designated as class A-2 common shares.
Class A common shares designated as class A-2 common shares issuance
On March 6, 2025, Global Indemnity Group, LLC issued 550,000 class A common shares designated as class A-2 common shares to Fox Paine & Company, LLC. These shares represent an interest in the profits of the Company in excess of a
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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 nine months ended September 30, 2025. As of September 30, 2025, the Company’s remaining authorization to repurchase shares is $101.0 million.
The following table provides information with respect to the class A common shares that were surrendered or repurchased during the nine months ended September 30, 2024:
(Dollars in thousands, except share and per share data)Period (1)
Total 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.
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Distributions
Quarterly distribution payments of $0.35 per common share were declared during the nine months ended September 30, 2025 as follows:
Approval Date
Record Date
Payment Date
Total Distributions Declared (Dollars in thousands)
March 6, 2025
March 21, 2025
March 28, 2025
4,990
June 5, 2025
June 20, 2025
June 27, 2025
4,997
September 11, 2025
September 29, 2025
October 6, 2025
5,003
14,990
Quarterly distribution payments of $0.35 per common share were declared during the nine months ended September 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
September 19, 2024
September 30, 2024
October 7, 2024
4,782
Various (1)
Various
14,326
In addition, distributions paid to Global Indemnity Group, LLC's preferred shareholder were $0.1 million in each of the quarters ended September 30, 2025 and 2024 and $0.3 million in each of the nine months ended September 30, 2025 and 2024.
Distributions of $5.0 million, which were declared on September 11, 2025 but not paid until October 6, 2025, were included in other liabilities on the consolidated balance sheets as of September 30, 2025. There were no accrued distributions related to common shares as of December 31, 2024. Accrued preferred distributions were less than $0.1 million as of both September 30, 2025 and December 31, 2024 and were included in other liabilities on the consolidated balance sheets.
Please see Note 15 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2024 Annual Report on Form 10-K for more information on the Company’s distribution program.
9. Related Party Transactions
Fox Paine Entities
Pursuant to Global Indemnity Group, LLC’s Third Amended and Restated Limited Liability Company Agreement (“LLCA”), Fox Paine Capital Fund II International, L.P. (the “Fox Paine Fund”), together with Fox Mercury Investments, L.P. and certain of its affiliates (the “FM Entities”), and Fox Paine & Company LLC (collectively, the “Fox Paine Entities”) currently constitute a Class B Majority Shareholder (as defined in the LLCA) and, as such, have the right to appoint a number of Global Indemnity Group, LLC’s directors equal in aggregate to the pro rata percentage of the voting power in Global Indemnity Group, LLC beneficially held by the Fox Paine Entities, rounded up to the nearest whole number of directors. The Fox Paine Entities beneficially own shares representing approximately 83.9% of the voting power of Global Indemnity Group, LLC as of September 30, 2025. The Fox Paine Entities control the appointment or election of all of Global Indemnity Group, LLC’s Directors due to the LLCA and their controlling share ownership. Global Indemnity Group, LLC’s Chairman is the Chief Executive and founder of Fox Paine & Company, LLC.
Management fee expense of $0.8 million was incurred during each of the quarters ended September 30, 2025 and 2024 and management fee expense of $2.4 million was incurred during each of the nine months ended September 30, 2025 and 2024, respectively. Prepaid management fees, which were included in other assets on the consolidated balance sheets, were $3.1 million and $2.2 million as of September 30, 2025 and December 31, 2024, respectively.
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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 8 for additional information regarding the 550,000 class A common shares designated as class A-2 common shares.
Greenberg Traurig, LLP
Fred Karlinsky, Shareholder and Co-Chair of Greenberg Traurig, LLP, has been a member of Global Indemnity Group, LLC's Board of Directors since December 5, 2023. Effective January 17, 2025, Fred Karlinsky was appointed to the Audit Committee, and as a result, the Company is precluded from obtaining legal services from Greenberg Traurig, LLP. The Company did not incur any costs for legal services rendered by Greenberg Traurig, LLP during the quarter and nine months ended September 30, 2025. The Company incurred less than $0.1 million and $0.2 million for legal service rendered by Greenberg Traurig, LLP during the quarter and nine months ended September 30, 2024, respectively.
10. Commitments and Contingencies
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
24
proceedings, either individually or taken as a whole, will have a material adverse effect on its business, results of operations, cash flows, or financial condition.
There is a greater potential for disputes with reinsurers who are in runoff. Some of the Company’s reinsurers have operations that are in runoff, and therefore, the Company closely monitors those relationships. The Company anticipates that, similar to the rest of the insurance and reinsurance industry, it will continue to be subject to litigation and arbitration proceedings in the ordinary course of business.
Commitments
In 2014, the Company entered into a $50 million commitment to purchase an alternative investment vehicle which is comprised of European non-performing loans. As of September 30, 2025, the Company has funded $35.8 million of this commitment leaving $14.2 million as unfunded. Since the investment period has concluded, the Company does not expect any capital calls will be made prospectively.
Other Commitments
The Company is party to a Management Agreement, as amended, with Fox Paine & Company, LLC, whereby in connection with certain management services provided to it by Fox Paine & Company, LLC, the Company agreed to pay an annual management fee to Fox Paine & Company, LLC. See Note 9 above for additional information pertaining to this management agreement.
11. Share-Based Compensation Plans
Options
During the nine months ended September 30, 2025, the Company granted 50,000 Time-Based Stock Options at a strike price of $36.25. These Time-Based Stock Options will vest on December 31, 2028. During the nine months ended September 30, 2024, the Company granted 550,000 Time-Based Stock Options at an average strike price of $30.73. Of this amount, 200,000 Time-Based Stock Options vested in four equal tranches of 25% on the first business day of each quarter in 2024. Of the remaining 350,000 Time-Based Stock Options, one-third vested on March 6, 2025, one-third will vest on March 6, 2026, and one-third will vest on March 6, 2027. No stock options were granted during the quarters ended September 30, 2025 or 2024. No unvested stock options were forfeited during the quarters and nine months ended September 30, 2025 or 2024.
See Note 8 and 9 for additional information regarding the 550,000 class A common shares designated as class A-2 common shares issued to Fox Paine & Company, LLC.
Restricted Shares / Restricted Stock Units
There were no restricted class A common shares or restricted stock units granted to key employees during the quarters and nine months ended September 30, 2025 and 2024. There were no restricted class A common shares or restricted stock units forfeited during the quarters and nine months ended September 30, 2025 and 2024.
There were no restricted stock units that vested during the quarter and nine months ended September 30, 2025 or the quarter ended September 30, 2024. There were 65,182 restricted stock units that vested during the nine months ended September 30, 2024. Upon vesting, the restricted stock units converted to restricted class A common shares.
During the quarters ended September 30, 2025 and 2024, the Company granted 27,626 and 23,556 class A common shares, respectively, at a weighted average grant date value of $28.87 and $31.16 per share, respectively, to non-employee directors of the Company under the Global Indemnity Group, LLC 2023 Share Incentive Plan ("the Plan"). During the nine months ended September 30, 2025 and 2024, the Company granted 65,755 and 74,146 class A common shares, respectively, at a weighted average grant date value of $30.71 and $30.74 per share, respectively, to non-employee directors of the Company under the Plan. All shares granted to non-employee directors of the Company are fully vested but are subject to certain restrictions.
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12. Earnings Per Share
Earnings per share was computed using the weighted average number of common shares and common share equivalents outstanding during the period.
The following table sets forth the computation of basic and diluted earnings per share attributable to class A common shares, class A common shares designated as class A-2 common shares, and class B common shares:
Quarters EndedSeptember 30,
Nine Months EndedSeptember 30,
(Dollars in thousands, except share and per share data)
Numerator:
Denominator:
Weighted average shares for basic earnings per share
61,281
136,335
74,997
66,058
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 600,000 options and 483,338 options for the quarter and nine months ended September 30, 2025, respectively, and 550,000 options for both the quarter and nine months ended September 30, 2024 which were deemed to be anti-dilutive.
13. Segment Information
On December 31, 2024, the Company executed an extensive internal business reorganization that marked a significant milestone, positioning the Company for growth and enhanced operational efficiency, increased statutory capital, and more efficient capital management resulting from de-stacking of the insurance companies.
As a result of this reorganization, the Company’s reportable segments are now structured under two holding companies:
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:
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The entities within the Agency and Insurance Services segment other than Sayata executed new affiliated service agreements with Belmont Holdings GX, Inc. and its insurance company subsidiaries effective January 1, 2025. As a result, there are no revenues and expenses for Agency and Insurance Services in the comparable period in 2024.
The Company's segments are reported on a stand-alone basis. Intercompany transactions are eliminated in consolidation.
The Company analyzes the operating performance of each segment using the segment’s income (loss). Segment income (loss) does not equate to “net income (loss)” as determined in accordance with U.S. GAAP but is the measure of segment profit or loss used by the CODM to evaluate segment performance and allocate resources, and consistent with authoritative guidance, is the measure of segment performance presented below.
The following are tabulations of business segment information for the quarters and nine months ended September 30, 2025 and 2024. Corporate information is included to reconcile segment data to the consolidated financial statements. Segment results for the quarter and nine months ended September 30, 2024 have been recast to conform to the new reportable segments.
Agency and Insurance Services
Belmont Core
Belmont Non-Core
Elimination
108,541
105,708
(165
99,388
282
Commission and service fee income (1)
14,408
(14,408
Policy and installment fee income
570
41
Total segment revenues
14,978
323
100,281
Reconciliation of revenue
Total consolidated revenues
Less: (2)
52,665
(2,446
(344
Net commission expenses
34,859
259
(11,031
24,087
Other underwriting expenses (3)
13,800
5,361
200
(3,033
16,328
Income (loss) from segments
1,178
6,503
2,310
9,991
Reconciliation of segment profit (loss)
Unallocated items:
(7,844
Segment assets
43,083
162,084
79,162
(16,911
267,418
Corporate assets
1,466,670
103,244
(3,477
100,712
(3,535
93,982
1,431
Commission and service fee income
337
35
94,319
1,466
95,785
Less: (1)
51,382
1,018
21,926
973
22,899
Other underwriting expenses (2)
13,703
951
14,654
7,308
(1,476
5,832
(5,923
165,820
97,058
262,878
1,498,239
1,761,117
29
316,749
(2,904
308,215
(2,894
289,161
(1,029
43,308
(43,308
1,456
112
44,764
(917
289,700
175,226
(4,656
(1,009
101,342
(33,058
68,264
39,474
14,938
1,402
(9,241
46,573
5,290
(2,345
2,357
5,302
(24,872
30
Nine months ended September 30, 2024(Dollars in thousands)
297,844
(3,883
290,910
(3,897
272,467
12,339
1,020
273,487
12,393
285,880
151,417
8,029
63,406
4,599
68,005
41,048
2,737
43,785
17,616
(2,972
14,644
(18,679
14. New Accounting Pronouncements
The Company did not adopt any new accounting pronouncements during the nine months ended September 30, 2025.
Please see Note 25 of the notes to the consolidated financial statements in Item 8 Part II of the Company’s 2024 Annual Report on Form 10-K for more information on accounting pronouncements issued but not yet adopted.
15. Subsequent Events
Effective after the market closes on November 3, 2025, Global Indemnity Group, LLC will transfer the listing of its class A common shares from the New York Stock Exchange to the Nasdaq Global Select Market (“Nasdaq”). The Company’s shares are expected to begin trading on Nasdaq under the existing ticker symbol “GBLI” on November 4, 2025.
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 nine months ended September 30, 2024 have been recast to conform to the new reportable segments.
Financial Highlights
2025 Third Quarter Results of Operations
2025 Third Quarter Consolidated Financial Condition
The Company continued executing its post-reorganization strategy through the acquisition of Sayata and initiating the launch of Valyn Re LLC, a reinsurance managing general agency. The Company is focused on building significant scale in its Agency and Insurance Services segment under Katalyx Holdings LLC and across wholesale, retail and direct-to-consumer channels. This is intended to be accomplished through continued organic business growth, increasing operational efficiency, incubation and new products and services launches, including attracting third-party carrier capacity, and strategic acquisitions. In addition, the Company expects to make continued investments in technology and the Company’s Belmont Core segment.
Results of Operations
The following table summarizes the Company’s results for the quarters and nine months ended September 30, 2025 and 2024:
Change
8.6
6.8
6.4
4.5
1.2
64.2
46.0
4.7
1.3
Losses and expenses:
(4.8
%)
6.3
7.6
2.7
Underwriting income (loss)
71.3
(63.8
2.3
NM
32.4
33.2
1.1
(43.7
(3,541
(3,125
13.3
(5,221
(8,605
(39.3
(1.9
(44.8
Underwriting Ratios:
Loss ratio (1):
50.1
54.9
58.8
56.0
Expense ratio (2)
40.5
39.4
39.9
39.2
Combined ratio (3)
90.6
94.3
98.7
95.2
NM - not meaningful
33
Premiums
The following table summarizes the change in premium volume by reportable segment:
Direct written premiums (1)
92,916
93,338
43
(40
92,959
93,298
Assumed written premiums (2)
15,625
9,906
(215
(3,437
15,410
6,469
Gross written premiums (3)
Net written premiums (4)
278,156
278,527
161
63
278,317
278,590
38,593
19,317
(3,065
(3,946
35,528
15,371
Gross written premiums increased by 8.6% to $108.4 million for the quarter ended September 30, 2025 compared to $99.8 million for the same period in 2024 and increased 6.8% to $313.8 million for the nine months ended September 30, 2025 compared to $294.0 million for the same period in 2024.
Direct written premium produced by the Agency and Insurance Services segment for Belmont Core:
% Change
Wholesale Commercial
67,931
61,938
9.7
201,888
186,870
8.0
Vacant Express
11,341
11,219
34,632
29,804
16.2
Collectibles
5,087
4,471
13.8
13,372
12,139
10.2
Direct written premiums excluding specialty products
84,359
77,628
8.7
249,892
228,813
9.2
Specialty Products
8,557
15,710
(45.5
28,264
49,714
(43.1
Total direct written premiums
(0.5
(0.1
34
Assumed written premium produced by the Belmont segments:
57.7
99.8
(93.7
(22.3
Total assumed written premiums
138.2
131.1
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
92,885
87,011
(1,987
2,942
90,290
89,953
Loss ratio:
Current accident year
50.3
54.7
84.0
74.1
55.0
Prior accident year
(951.4
(3.0
Calendar year loss ratio
53.0
(867.4
71.1
Expense ratio
37.9
162.8
134.5
Combined ratio
93.5
92.6
(704.6
205.6
Accident year combined ratio
90.7
92.1
177.6
181.3
90.4
(1) Consists of intersegment revenues, which are eliminated in consolidation.
The Company generated underwriting income of $10.0 million for the quarter ended September 30, 2025 compared to $5.8 million of underwriting income for the same period in 2024. The current accident year combined ratio improved 3.5 points to 90.4% for the quarter ended September 30, 2025 from 93.5% for the same period in 2024.
36
291,506
255,871
(3,274
15,365
284,398
271,236
59.2
55.7
57.2
62.6
58.9
1.4
395.3
2.5
60.6
55.6
452.5
65.1
40.2
38.3
(134.3
59.4
100.8
93.9
318.2
124.5
99.4
(68.8
118.9
95.0
.
Underwriting income of $5.3 million for the nine months ended September 30, 2025 includes net losses and loss adjustment expenses related to California Wildfires in January 2025 ("California Wildfires"), totaling $15.8 million, compared to $14.6
million of underwriting income for the same period in 2024. Excluding California Wildfires, the underwriting income was $21.1 million for the nine months ended September 30, 2025. The current accident year combined ratio, excluding the impact of the California Wildfires of 5.5 points, was 93.2% for the nine months ended September 30, 2025 compared to 95.0% for the same period in 2024.
The current accident year net losses and loss adjustment expenses and loss ratio are summarized as follows:
Point Change
Property
Non-catastrophe
14,480
18,199
(20.4
35.6
42.3
(6.7
Catastrophe
1,281
3,478
(63.2
3.1
8.1
(5.0
Total property
15,761
21,677
(27.3
38.7
50.4
(11.7
Casualty
34,158
30,757
11.1
57.9
58.7
(0.8
Total accident year
(4.9
Property losses
47,654
53,446
(10.8
40.1
43.8
(3.7
24,350
10,274
137.0
20.5
8.4
12.1
72,004
63,720
13.0
52.2
Casualty losses
97,596
95,841
1.8
(1.2
Total accident year losses
2.9
The following table summarizes the components of the expense ratio for the quarters and nine months ended September 30, 2025 and 2024:
Point
24.1
24.0
0.1
23.7
23.9
(0.2
16.4
15.4
15.3
0.9
Expense Ratio
0.7
Net investment income increased 8.6% to $17.9 million for the quarter ended September 30, 2025 from $16.5 million for the same period in 2024 and increased 2.3% to $47.4 million for the nine months ended September 30, 2025 from $46.3 million for the same period in 2024 mainly driven by performance in limited partnerships for the quarter and improved yield on fixed maturities for the nine months.
15,183
15,752
(569
45,081
44,218
863
Equities
535
386
Limited partnerships
1,457
1,423
1,081
39
The Company's fixed maturities portfolio continues to maintain high quality with an AA- average rating and consists of the following:
September 30,2025
December 31,2024
Structured bonds (1)
431,514
259,915
Other fixed maturities
300,864
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 September 30, 2025, compared with 0.5 years as of December 31, 2024. Structured bonds are subject to conditional prepayment rates whereas the remaining bonds have a set maturity date. Changes in interest rates can cause principal payments on structured bonds to extend or shorten which can impact duration.
Net realized investment losses for the quarter and nine months ended September 30, 2025 were primarily due to changes in fair value on the Company's $25 million investment in common equities held during the quarter.
See Note 3 of the notes to the consolidated financial statements in Item 1 of Part I of this report for an analysis of total investment return on a pre-tax basis for the quarters and nine months ended September 30, 2025 and 2024.
Corporate Expenses
Corporate expenses consist of outside legal fees, other professional fees, directors’ fees, management fees & advisory fees, salaries and benefits for holding company personnel, development costs for new products, impairment losses, and taxes incurred which are not directly related to operations.
40
Corporate expenses increased $1.9 million to $7.8 million for the quarter ended September 30, 2025 from $5.9 million for the same period in 2024 primarily due to an increase in professional fees related to the acquisition of Sayata and an increase in employee and recruiting costs related to investment in the Company’s newly formed Agency and Insurance Services segment.
Corporate expenses increased $6.2 million to $24.9 million for the nine months ended September 30, 2025 compared to $18.7 million for the same period in 2024 primarily driven by $2.9 million of advisory fees consisting mainly of stock compensation approved and granted by the Board of Directors to Fox Paine & Company, LLC in the first quarter of 2025 related to the Company’s internal reorganization, an increase in professional fees related to the acquisition of Sayata, and an increase in employee and recruiting costs related to investment in the Company’s newly formed Agency and Insurance Services segment.
See Note 9 of the notes to the consolidated financial statements in Item 1 of Part I of this report for additional information on the advisory fee.
Income Tax Expense
Income tax expense was $3.5 million on net income before tax of $16.1 million for the quarter ended September 30, 2025. This compares to income tax expense of $3.1 million on net income before tax of $15.9 million for the same period in 2024.
Income tax expense was $5.2 million on net income before tax of $24.1 million for the nine months ended September 30, 2025. This compares to income tax expense of $8.6 million on net income before tax of $42.8 million for the same period in 2024.
See Note 6 of the notes to the consolidated financial statements in Item 1 of Part I of this report for a comparison of income tax between periods.
Net Income
The Company had net income of $12.5 million during the quarter ended September 30, 2025 compared to net income of $12.8 million for the same period in 2024. The Company had net income of $18.9 million during the nine months ended September 30, 2025. Excluding the California Wildfires net losses and loss adjustment expenses of $12.3 million after tax, net income would have been $31.2 million for the nine months ended September 30, 2025 compared to net income of $34.2 million for the same period in 2024.
Reserves
Amounts recorded for unpaid losses and loss adjustment expenses represent management’s best estimate at September 30, 2025. Management’s best estimate is as of a particular point in time and is based upon known facts, the Company’s actuarial analyses, current law, and the Company’s judgment. This resulted in carried gross reserves of $761.7 million and $800.4 million as of September 30, 2025 and December 31, 2024, respectively, and net reserves of $702.9 million and $739.6 million as of September 30, 2025 and December 31, 2024, respectively. A breakout of the Company’s gross and net reserves is as follows:
Gross Reserves
Net Reserves (2)
Case
IBNR (1)
149,515
305,055
454,570
148,390
297,194
445,584
107,843
199,268
307,111
72,875
184,432
257,307
257,358
504,323
221,265
481,626
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 $169.6 million for claims occurring during the nine months ended September 30, 2025:
Severity Change
-10%
-5%
0%
5%
10%
Frequency Change
(24,592
(16,536
(8,480
(424
7,632
-3%
(21,539
(13,314
(5,088
3,138
11,363
-2%
(20,013
(11,702
(3,392
4,918
13,229
-1%
(18,486
(10,091
(1,696
6,699
15,094
(16,960
8,480
16,960
1%
(15,434
(6,869
1,696
10,261
18,826
2%
(13,907
(5,258
3,392
12,042
20,691
3%
(12,381
(3,646
5,088
13,822
22,557
(9,328
17,384
26,288
The Company’s net reserves for losses and loss adjustment expenses of $702.9 million as of September 30, 2025 relate to multiple accident years. Therefore, the impact of changes in frequency and severity for more than one accident year could be higher or lower than the amounts reflected above.
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 in the first table and excludes the impact of prior accident year adjustments and the California Wildfires in the second table, to its most directly comparable GAAP measure or ratio. The Company believes the non-GAAP financial measures or ratios are useful to investors when evaluating the Company's underwriting performance as trends in the Company's segments may be obscured by prior accident year adjustments and the California Wildfires. These non-GAAP financial measures or ratios should not be considered as a substitute for the most directly comparable GAAP measures or ratios and do not reflect the overall underwriting profitability of the Company.
LossRatio
Non catastrophe property excluding the effect of prior accident year (1)
Effect of prior accident year
(2,787
(6.8
(2,862
(8,966
(7.6
(3,849
(3.1
Non catastrophe property (2)
11,693
28.8
15,337
38,688
32.5
49,597
40.7
Catastrophe excluding the effect of prior accident year (1)
143
0.3
(632
511
0.4
Catastrophe (2)
1,282
3,621
23,718
20.0
10,785
8.8
Total property excluding the effect of prior accident year (1)
(2,786
(2,719
(6.4
(9,598
(8.1
(3,338
(2.7
Total property (2)
12,975
31.9
18,958
44.0
62,406
52.5
60,382
49.5
Total casualty excluding the effect of prior accident year (1)
2,742
2,685
5.1
9,559
5.6
3,223
Total casualty (2)
36,900
33,442
63.8
107,155
63.3
99,064
60.9
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 (1)
130
703
Current accident year underwriting income (2)
5,432
15,347
California Wildfires net losses and loss adjustment expenses
15,757
Current accident year underwriting income excluding California Wildfires (2)
21,189
Net income excluding California Wildfires
Net income (1)
California Wildfires net losses and loss adjustment expenses (net of tax) (3)
12,338
Net income excluding California Wildfires (2)
31,216
Underwriting income excluding California Wildfires net losses and loss adjustment expenses
Underwriting income excluding California Wildfires (2)
21,059
Current accident year catastrophe net losses and loss adjustment expenses excluding California Wildfires
Current accident year catastrophe net losses and loss adjustment expenses (4)
(15,757
Current accident year catastrophe net losses and loss adjustment expenses excluding California Wildfires (2)
8,593
Current accident year combined ratio excluding California Wildfires
Combined ratio (1)
Current accident year combined ratio (2)
Impact of California Wildfires
(5.5
Current accident year combined ratio excluding California Wildfires (2)
93.2
Current accident year catastrophe loss ratio excluding California Wildfires (2)
Current accident year catastrophe loss ratio (4)
(13.3
7.2
(1) Most directly comparable GAAP measure / ratio.
(2) Non-GAAP financial measure / ratio.
(3) Represents net losses and loss adjustment expenses of $15.8 million less tax benefit of $3.5 million.
(4) See previous table for reconciliation of non-GAAP financial measures or ratios to its most directly comparable GAAP measure or ratio for current accident year catastrophe net losses and loss adjustment expenses.
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) Katalyx Holdings LLC, an agency and specialized service holding company.
Global Indemnity Group, LLC’s current short-term and long-term liquidity needs include but are not limited to the payment of corporate expenses, distributions to shareholders, and share repurchases. In order to meet its current short-term and long-term needs, its principal sources of cash include investment income, interest and principal payments on intercompany debt with Belmont Holdings GX, Inc., and reimbursement for equity awards granted to employees of Belmont Holdings GX, Inc. and Katalyx Holdings LLC.
Katalyx Holdings LLC includes four insurance agencies, three insurance service companies, and one service company whose current short-term and long-term liquidity needs include but are not limited to the payment of corporate expenses, operating expenses, capital expenditures in developing and integrating information technology platforms and operations, and payment for equity awards granted to its employees by Global Indemnity Group, LLC. In order to meet its current short-term and long-term needs, its principal sources of cash include fees from third parties, commissions / service fees from Belmont Holdings GX, Inc., commissions from third parties, and capital contributions from Global Indemnity Group, LLC.
Belmont Holdings GX, Inc.’s current short-term and long-term liquidity needs include but are not limited to the payment of corporate expenses, payment of interest and principal on intercompany debt, and payment for equity awards granted to its employees by Global Indemnity Group, LLC. In order to meet its current short-term and long-term needs, its principal sources of cash include dividends from insurance company subsidiaries and investment income.
The insurance companies’ current short-term and long-term liquidity needs include but are not limited to the payment of claims, commissions, operating expenses, federal taxes, and dividends. Their principal sources of funds include cash from direct and assumed business written, investment income, and proceeds from sales and maturities of investments.
The Company continuously reviews and assesses the short-term and long-term needs of each of its holding companies, service companies, and insurance companies. In addition, the Company periodically reviews opportunities related to business acquisitions and as a result, liquidity needs may arise in the future.
Belmont Holdings GX, Inc. is dependent on dividends from its insurance subsidiaries which are restricted by statute as to the amount of dividends that they may pay without the prior approval of regulatory authorities. The dividend limitations imposed by state laws are based on the statutory financial results of each insurance company that are determined by using statutory accounting practices that differ in various respects from accounting principles used in financial statements prepared in conformity with GAAP. See “Regulation - Statutory Accounting Principles” in Item 1 of Part I of the Company’s 2024 Annual Report on Form 10-K. Key differences relate to, among other items, deferred acquisition costs, limitations on deferred income taxes, reserve calculation assumptions and surplus notes. See Note 21 of the notes to the consolidated financial statements in Item 8 of Part II of the Company’s 2024 Annual Report on Form 10-K for further information on dividend limitations related to the insurance companies. Extraordinary dividends of $100.0 million, in aggregate, were
45
declared by the Company's insurance subsidiaries for distribution to Belmont Holdings GX, Inc. in June 2025. The dividends by the Company’s insurance subsidiaries were approved by the respective departments of insurance in Pennsylvania, Indiana and Virginia in July 2025. These dividends were paid in the third quarter of 2025.
Cash Flows
Sources of operating cash consist primarily of net written premiums and investment income which are used to pay claims, underwriting expenses and corporate expenses. Operating cash flows are generally used for investing and financing activities. Funds may be used to pay distributions to the Company’s shareholders.
Net cash provided by operating activities was $15.1 million and $52.3 million for the nine months ended September 30, 2025 and 2024, respectively, consisting of the following:
Net premiums collected
315,488
304,001
11,487
Net losses and loss adjustment expenses paid
(211,561
(165,823
(45,738
Underwriting and corporate expenses
(140,038
(116,682
(23,356
58,736
33,428
25,308
Net income taxes paid
(7,532
(4,875
Interest paid
(17
(37,157
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, June 20, 2025 and September 29, 2025. Distributions paid to common shareholders were $10.0 million during the nine months ended September 30, 2025. The distribution declared on September 29, 2025 for $5.0 million was paid on October 6, 2025. In addition, distributions of $0.3 million were paid to Global Indemnity Group, LLC’s preferred shareholder during the nine months ended September 30, 2025.
Investment Portfolio
On July 31, 2023, the Company provided the Global Debt Fund, LP with a formal withdrawal request to fully redeem the partnership interest. Partial redemption proceeds of $4.7 million and $9.2 million were received during the quarter and nine months ended September 30, 2025, respectively. The Global Debt Fund, LP had a fair market value of $9.6 million at September 30, 2025.
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 nine months ended September 30, 2025. Please see Item 7 of Part II in the Company’s 2024 Annual Report on Form 10-K for information regarding the Company’s liquidity.
Capital Resources
There have been no material changes to the Company’s capital resources during the quarter and nine months ended September 30, 2025. Please see Item 7 of Part II in the Company’s 2024 Annual Report on Form 10-K for information regarding the Company’s capital resources.
Off Balance Sheet Arrangements
The Company has no off balance sheet arrangements.
Cautionary Note Regarding Forward-Looking Statements
Some of the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report are forward-looking statements within the meaning of Section 21E of the Security Exchange Act of 1934, as amended. These forward-looking statements reflect the Company’s current views as of the date of this report. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “project,” “plan,” “seek,” “intend,” or “anticipate” or the negative thereof or comparable terminology, and include discussions of strategy, financial projections and estimates and their underlying assumptions, statements regarding plans, objectives, expectations or consequences of identified transactions or natural disasters, and statements about the future, including future performance, operations, products and services of the companies.
The forward-looking statements contained in this report are primarily based on the Company’s current expectations and projections about future events and trends that it believes may affect the Company’s business, financial condition, results of operations, prospects, business strategy and financial needs. The outcome of the events described in these forward-looking statements, such as the Company’s ability to execute on its strategy following its corporate reorganization, is subject to risks, uncertainties, assumptions, including, but not limited to, the impact of legislative or regulatory actions, the impact of natural or man-made disasters, the sufficiency of the Company’s reserves, the impact of emerging claims issues, adverse capital market developments impacting investment performance, ability to effectively start-up or integrate new product opportunities, such as the ability to successfully integrate and develop acquired businesses and to establish a reinsurance managing general agency, adverse effect of cyber-attacks, and other factors described in the section captioned “Risk Factors” in Item 1A of Part I in the Company’s 2024 Annual Report on Form 10-K. These risks are not exhaustive, and new risks and uncertainties emerge from time to time. It is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. The Company cannot provide assurance that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. Forward-looking statements are inherently uncertain and investors are cautioned not to unduly rely upon such statements.
The Company’s forward-looking statements speak only as of the date of this report or as of the date they were made. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk is the risk of economic losses due to adverse changes in the estimated fair value of a financial instrument as the result of changes in interest rates, equity prices, credit risk, illiquidity, foreign exchange rates and commodity prices. The Company’s consolidated balance sheets include the estimated fair values of assets that are subject to market risk. The Company’s primary market risks are interest rate risk and credit risks associated with investments in fixed maturities, equity price risk associated with investments in equity securities, and foreign exchange risk associated with premium received that is denominated in foreign currencies. The Company has no commodity risk.
There have been no material changes to the Company’s market risk since December 31, 2024. The Company’s investment grade fixed income portfolio continues to maintain high quality with an AA- average rating and a duration of 1.1 years.
Please see Item 7A of Part II in the Company’s 2024 Annual Report on Form 10-K for information regarding the Company’s market risk.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2025. Based upon that evaluation, and subject to the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2025, the design and operation of the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
PART II-OTHER INFORMATION
Item 1. Legal Proceedings
The Company is, from time to time, involved in various legal proceedings in the ordinary course of business. The Company maintains insurance and reinsurance coverage for risks in amounts that it considers adequate. However, there can be no assurance that the insurance and reinsurance coverage that the Company maintains is sufficient or will be available in adequate amounts or at a reasonable cost. The Company does not believe that the resolution of any currently pending legal proceedings, either individually or taken as a whole, will have a material adverse effect on its business, results of operations, cash flows, or financial condition.
There is a greater potential for disputes with reinsurers who are in runoff. Some of the Company’s reinsurers’ have operations that are in runoff, and therefore, the Company closely monitors those relationships. The Company anticipates that, similar to the rest of the insurance and reinsurance industry, it will continue to be subject to litigation and arbitration proceedings in the ordinary course of business.
Item 1A. Risk Factors
The Company’s results of operations and financial condition are subject to numerous risks and uncertainties described in Item 1A of Part I in the Company’s 2024 Annual Report on Form 10-K, filed with the SEC on March 11, 2025. The risk factors identified therein have not materially changed.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no sales of unregistered equity securities during the quarter ended September 30, 2025.
Global Indemnity Group, LLC did not repurchase any shares from third parties under its repurchase program during the quarter and nine months ended September 30, 2025.
There were no shares surrendered by the Company's employees during the quarter and nine months ended September 30, 2025.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Item 5. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
None of the Company's directors or Section 16 officers adopted or terminated a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement, as each term is defined by Item 408 of Regulation S-K, during the quarter ended September 30, 2025.
Limited Liability Company Agreement Amendment
Effective October 29, 2025, the Company approved Amendment No. 1 (the “Amendment”) to the Third Amended and Restated Limited Liability Company Agreement (the “Third Amended and Restated LLC Agreement”) of the Company to provide that the existing arbitration provisions under Section 12.10 of the Third Amended and Restated LLC Agreement apply to all claims. The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated into this Item 5 by reference.
Item 6.Exhibits
3.1+
Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement of Global Indemnity Group, LLC.
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: October 31, 2025
By:
/s/ Brian J. Riley
Brian J. Riley
Chief Financial Officer
(Authorized Signatory and Principal Financial and Accounting Officer)