0001385613false00013856132025-03-102025-03-10


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

FORM 8-K

CURRENT REPORT

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

March 10, 2025
Date of report (Date of earliest event reported) 

GREENLIGHT CAPITAL RE, LTD.
(Exact name of registrant as specified in charter) 
Cayman Islands001-33493N/A

(State or other jurisdiction of incorporation)

(Commission file number)

(IRS employer identification no.)
65 Market Street 
Suite 1207, Jasmine Court
P.O. Box 31110
Camana Bay
Grand Cayman
Cayman IslandsKY1-1205
(Address of principal executive offices)(Zip code)
(205) 291-3440
(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary SharesGLRENasdaq Global Select Market

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

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


Item 2.02 Results of Operations and Financial Condition
 
On March 10, 2025, Greenlight Capital Re, Ltd. (the "Registrant") issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2024. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
 
In accordance with general instruction B.2 to Form 8-K, the information set forth in this Item 2.02 (including Exhibit 99.1) shall be deemed “furnished” and not “filed” with the Securities and Exchange Commission for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. 

Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit No.Description of Exhibit
99.1
Earnings press release, "GREENLIGHT RE ANNOUNCES FOURTH QUARTER AND YEAR-END 2024 FINANCIAL RESULTS", dated March 10, 2025, issued by the Registrant.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).





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

 
 GREENLIGHT CAPITAL RE, LTD.
 (Registrant)
   
 By:/s/ Faramarz Romer              
 Name:Faramarz Romer
 Title:Chief Financial Officer
 Date:March 10, 2025


glrelogoimagea07.gif
GREENLIGHT RE ANNOUNCES FOURTH QUARTER AND YEAR-END 2024 FINANCIAL RESULTS

Grows Fully Diluted Book Value by 7.2% in 2024,
Marking Fifth Consecutive Year of Book Value Growth;
Increases Transparency with New Reporting Segments

GRAND CAYMAN, Cayman Islands – March 10, 2025 – Greenlight Capital Re, Ltd. (NASDAQ: GLRE) (“Greenlight Re” or the “Company”) today reported its financial results for the fourth quarter and year ended December 31, 2024.

Effective December 31, 2024, the Company restructured its reportable segments to better align with its multi-pillar strategy. Moving forward, the Company will report financial results under two segments, Open Market and Innovations. Additionally, prior-period results have been revised to ensure consistency with the new reporting structure.

Fourth Quarter 2024 Highlights (all comparisons are to fourth quarter 2023 unless noted otherwise):

•Gross premiums written increased 28.0% to $143.8 million;
•Net premiums earned increased 7.8% to $148.1 million;
•Net underwriting loss of $18.0 million, compared to net underwriting income of $11.8 million;
•Combined ratio of 112.1%, compared to 91.4%;
•Total investment income of $2.6 million, compared to $14.1 million; and
•Net loss of $27.4 million, or $(0.81) per diluted ordinary share, compared to net income of $17.6 million, or $0.50 per diluted ordinary share.

The Company’s underwriting loss of $18.0 million in the fourth quarter of 2024 was driven primarily by (i) strengthening of Open Market specialty reserves related to aviation losses from the 2022 Russia-Ukraine conflict, and (ii) catastrophe losses including Hurricane Milton, the Jeju Air plane crash, and other marine and energy related events. The combined ratio for the fourth quarter of 2024 included 10.1% related to Russia-Ukraine conflict, and 11.9% related to catastrophes.

Full Year 2024 Highlights (all comparisons are to full year 2023):

•Gross premiums written increased 9.7% to $698.3 million;
•Net premiums earned increased 6.3% to $620.0 million;
•Net underwriting loss of $8.2 million compared to a net underwriting income of $32.0 million;
•Combined ratio of 101.4%, compared to 94.5%;
•Total investment income of $79.6 million, compared to $72.1 million;
•Net income of $42.8 million, or $1.24 per diluted ordinary share, compared to $86.8 million, or $2.50 per diluted ordinary share; and
•Fully diluted book value per share increased 7.2% to $17.95, from $16.74 at December 31, 2023.



The Company’s underwriting loss for 2024 was driven primarily by (i) strengthening of Open Market specialty reserves related to aviation losses from the 2022 Russia-Ukraine conflict, and (ii) catastrophe losses including the Baltimore Bridge collapse, Hurricanes Helene and Milton, the Jeju Air plane crash, and other marine and energy related events. The combined ratio for 2024 included 2.4% related to Russia-Ukraine conflict, and 9.3% related to catastrophes.

Greg Richardson, Chief Executive Officer of Greenlight Re, stated, “While our financial results for the fourth quarter and full year 2024 fell short of our expectations, we are proud of what we have accomplished during the year in terms of strengthening our organization, processes, and balance sheet. We are well positioned to deliver shareholder value in 2025 and beyond.”

David Einhorn, Chairman of the Board of Directors, said, “The fourth quarter was challenging for our investment program post U.S. election results. However, Solasglas’ 9.8% return for the full-year 2024 was solid in light of our conservative positioning, with a year-ending net exposure of 33%.”


Greenlight Capital Re, Ltd. Fourth Quarter and Year-End 2024 Earnings Call

Greenlight Re will host a live conference call to discuss its financial results on Tuesday, March 11, 2025, at 9:00 a.m. Eastern Time. Dial-in details:
    
U.S. toll free             1-877-407-9753
International            1-201-493-6739

The conference call can also be accessed via webcast at:
https://event.webcasts.com/starthere.jsp?ei=1703379&tp_key=8d103d18f7

A telephone replay will be available following the call through March 18, 2025.  The replay of the call may be accessed by dialing 1-877-660-6853 (U.S. toll free) or 1-201-612-7415 (international), access code 13750849. An audio file of the call will also be available on the Company’s website, www.greenlightre.com.

###


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



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




About Greenlight Capital Re, Ltd.
Greenlight Re (www.greenlightre.com) provides multiline property and casualty insurance and reinsurance through its licensed and regulated reinsurance entities in the Cayman Islands and Ireland, and its Lloyd’s platform, Greenlight Innovation Syndicate 3456. The Company complements its underwriting activities with a non-traditional investment approach designed to achieve higher rates of return over the long term than reinsurance companies that exclusively employ more traditional investment strategies. The Company’s innovations unit, Greenlight Re Innovations, supports technology innovators in the (re)insurance space by providing investment capital, risk capacity, and access to a broad insurance network.

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


GREENLIGHT CAPITAL RE, LTD.
CONSOLIDATED BALANCE SHEETS
(expressed in thousands of U.S. dollars, except per share and share amounts)
December 31, 2024December 31, 2023
Assets
Investments
Investment in related party investment fund, at fair value$387,144 $258,890 
Other investments73,160 73,293 
Total investments460,304 332,183 
Cash and cash equivalents64,685 51,082 
Restricted cash and cash equivalents584,402 604,648 
Reinsurance balances receivable (net of allowance for expected credit losses)704,483 619,401 
Loss and loss adjustment expenses recoverable (net of allowance for expected credit losses)85,790 25,687 
Deferred acquisition costs 82,249 79,956 
Unearned premiums ceded29,545 17,261 
Other assets4,765 5,089 
Total assets$2,016,223 $1,735,307 
Liabilities and equity
Liabilities
Loss and loss adjustment expense reserves$860,969 $661,554 
Unearned premium reserves324,551 306,310 
Reinsurance balances payable105,892 68,983 
Funds withheld21,878 17,289 
Other liabilities6,305 11,795 
Debt 60,749 73,281 
Total liabilities1,380,344 1,139,212 
Shareholders' equity
Ordinary share capital (par value $0.10; issued and outstanding, 34,831,324) (2023: par value $0.10; issued and outstanding, 35,336,732)
$3,483 $3,534 
Additional paid-in capital481,551 484,532 
Retained earnings150,845 108,029 
Total shareholders' equity635,879 596,095 
Total liabilities and equity$2,016,223 $1,735,307 



GREENLIGHT CAPITAL RE, LTD.
CONSOLIDATED RESULTS OF OPERATIONS
(expressed in thousands of U.S. dollars, except percentages and per share amounts)
Three months ended December 31Year ended December 31
(Unaudited)
2024202320242023
Underwriting revenue
Gross premiums written$143,756 $112,338 $698,335 $636,810 
Gross premiums ceded(12,459)(7,022)(77,070)(42,762)
Net premiums written131,297 105,316 621,265 594,048 
Change in net unearned premium reserves16,839 32,129 (1,311)(10,901)
Net premiums earned$148,136 $137,445 $619,954 $583,147 
Underwriting related expenses
Net loss and LAE incurred:
  Current year$(100,998)$(75,228)$(406,465)$(348,798)
  Prior year(21,747)(704)(20,804)(11,206)
Net loss and LAE incurred
(122,745)(75,932)(427,269)(360,004)
Acquisition costs(38,549)(42,175)(176,775)(168,877)
Underwriting expenses(4,634)(5,541)(22,857)(19,587)
Deposit interest expense, net(208)(2,042)(1,228)(2,687)
Net underwriting income (loss)$(18,000)$11,755 $(8,175)$31,992 
Income (loss) from investment in Solasglas$(8,817)$905 $33,605 $28,696 
Net investment income11,374 13,230 45,954 43,408 
Total investment income$2,557 $14,135 $79,559 $72,104 
Corporate and other expenses$(3,043)$(9,833)$(16,377)$(23,653)
Foreign exchange gains (losses)(8,851)3,905 (5,606)11,566 
Other income, net— — — 265 
Interest expense(1,009)(2,367)(5,836)(5,344)
Income tax recovery (expense)928 11 (749)(100)
Net income$(27,418)$17,606 $42,816 $86,830 
Earnings per share
  Basic$(0.81)$0.52 $1.26 $2.55 
  Diluted$(0.81)$0.50 $1.24 $2.50 
Underwriting ratios:
Current year loss ratio
68.1 %54.7 %65.6 %59.8 %
Prior year reserve development ratio
14.7 %0.5 %3.4 %1.9 %
Loss ratio82.8 %55.2 %69.0 %61.7 %
Acquisition cost ratio26.0 %30.7 %28.5 %29.0 %
Composite ratio108.8 %85.9 %97.5 %90.7 %
Underwriting expense ratio3.3 %5.5 %3.9 %3.8 %
Combined ratio112.1 %91.4 %101.4 %94.5 %




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

Segment results for three months ended December 31, 2024

Three months ended December 31, 2024:Open MarketInnovationsCorporateTotal Consolidated
Gross premiums written $123,094 $20,663 $(1)$143,756 
Net premiums written$113,907 $17,391 $(1)$131,297 
Net premiums earned127,783 19,014 1,339 148,136 
Net loss and LAE incurred
(105,307)(12,955)(4,483)(122,745)
Acquisition costs(32,539)(5,729)(281)(38,549)
Other underwriting expenses(3,901)(733)— (4,634)
Deposit interest expense, net(208)— — (208)
Underwriting income (loss)(14,172)(403)(3,425)(18,000)
Net investment income (loss)10,959 (208)623 11,374 
Corporate and other expenses— (429)(2,614)(3,043)
Income (loss) from investment in Solasglas(8,817)(8,817)
Foreign exchange losses(8,851)(8,851)
Interest expense(1,009)(1,009)
Income (loss) before income taxes(3,213)(1,040)(24,093)(28,346)
Underwriting ratios:
Loss ratio
82.4 %68.1 %334.8 %82.8 %
Acquisition cost ratio
25.5 %30.1 %21.0 %26.0 %
Composite ratio
107.9 %98.2 %355.8 %108.8 %
Underwriting expenses ratio
3.2 %3.9 %— %3.3 %
Combined ratio
111.1 %102.1 %355.8 %112.1 %







Segment results for three months ended December 31, 2023

Three months ended December 31, 2023:Open MarketInnovationsCorporateTotal Consolidated
Gross premiums written $77,505 $22,618 $12,215 $112,338 
Net premiums written$72,094 $20,995 $12,227 $105,316 
Net premiums earned101,889 23,223 12,333 137,445 
Net loss and LAE incurred
(53,006)(14,160)(8,766)(75,932)
Acquisition costs(32,789)(6,823)(2,563)(42,175)
Other underwriting expenses(4,835)(706)— (5,541)
Deposit interest expense, net(2,042)— — (2,042)
Underwriting income (loss)9,217 1,534 1,004 11,755 
Net investment income8,230 4,333 667 13,230 
Corporate and other expenses— (812)(9,021)(9,833)
Income from investment in Solasglas905 905 
Foreign exchange gains3,905 3,905 
Interest expense(2,367)(2,367)
Income (loss) before income taxes$17,447 $5,055 $(4,907)$17,595 
Underwriting ratios:
Loss ratio52.0 %61.0 %71.1 %55.2 %
Acquisition cost ratio32.2 %29.4 %20.8 %30.7 %
Composite ratio84.2 %90.4 %91.9 %85.9 %
Underwriting expenses ratio6.7 %3.0 %— %5.5 %
Combined ratio90.9 %93.4 %91.9 %91.4 %










Segment results for year ended December 31, 2024

Year ended December 31, 2024:Open MarketInnovationsCorporateTotal Consolidated
Gross premiums written $603,798 $94,725 $(188)$698,335 
Net premiums written541,446 80,016 (197)$621,265 
Net premiums earned511,922 86,352 21,680 $619,954 
Net loss and LAE incurred
(341,586)(51,939)(33,744)$(427,269)
Acquisition costs(144,852)(27,151)(4,772)$(176,775)
Other underwriting expenses(19,175)(3,682)— $(22,857)
Deposit interest expense, net (1)
(1,228)— — $(1,228)
Underwriting income (loss)5,081 3,580 (16,836)$(8,175)
Net investment income42,629 702 2,623 $45,954 
Corporate and other expenses— (2,445)(13,932)$(16,377)
Income from investment in Solasglas33,605 33,605 
Foreign exchange losses(5,606)(5,606)
Interest expense(5,836)(5,836)
Income (loss) before income taxes$47,710 $1,837 $(5,982)$43,565 
Underwriting ratios:
Loss ratio
66.7 %60.1 %155.6 %69.0 %
Acquisition cost ratio
28.3 %31.4 %22.0 %28.5 %
Composite ratio
95.0 %91.5 %177.6 %97.5 %
Underwriting expenses ratio
4.0 %4.3 %— %3.9 %
Combined ratio
99.0 %95.8 %177.6 %101.4 %


Segment results for year ended December 31, 2023

Year ended December 31, 2023:
Open MarketInnovationsCorporateTotal Consolidated
Gross premiums written $504,435 $88,602 $43,773 $636,810 
Net premiums written466,544 83,608 43,896 $594,048 
Net premiums earned466,751 71,769 44,627 $583,147 
Net loss and LAE incurred
(262,290)(44,855)(52,859)$(360,004)
Acquisition costs(136,356)(22,381)(10,140)$(168,877)
Other underwriting expenses(16,827)(2,760)— $(19,587)
Deposit interest expense, net(2,687)— — $(2,687)
Underwriting income (loss)48,591 1,773 (18,372)$31,992 
Net investment income37,351 2,732 3,325 $43,408 
Corporate and other expenses— (3,080)(20,573)$(23,653)
Income from investment in Solasglas28,696 28,696 
Foreign exchange gains11,566 11,566 
Other income, net
265 265 
Interest expense(5,344)(5,344)
Income (loss) before income taxes$85,942 $1,425 $(437)$86,930 
Underwriting ratios:
Loss ratio
56.2 %62.5 %118.4 %61.7 %
Acquisition cost ratio
29.2 %31.2 %22.7 %29.0 %
Composite ratio
85.4 %93.7 %141.1 %90.7 %
Underwriting expenses ratio
4.2 %3.8 %— %3.8 %
Combined ratio
89.6 %97.5 %141.1 %94.5 %




GREENLIGHT CAPITAL RE, LTD.
KEY FINANCIAL MEASURES AND NON-GAAP MEASURES

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

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

This non-GAAP financial measure is described below.

Fully Diluted Book Value Per Share

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

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

We calculate basic book value per share as (a) ending shareholders' equity, divided by (b) the total ordinary shares issued and outstanding, as reported in the consolidated financial statements. Fully diluted book value per share represents basic book value per share combined with any dilutive impact of in-the-money stock options (assuming net exercise) and all outstanding restricted stock units, “RSUs”. We believe these adjustments better reflect the ultimate dilution to our shareholders.





The following table presents a reconciliation of the fully diluted book value per share to basic book value per share (the most directly comparable U.S. GAAP financial measure):

December 31, 2024September 30, 2024June 30, 2024March 31, 2024December 31, 2023
Numerator for basic and fully diluted book value per share: 
Total equity as reported under U.S. GAAP$635,879 $663,418 $634,020 $624,458 $596,095 
Denominator for basic and fully diluted book value per share:
Ordinary shares issued and outstanding as reported and denominator for basic book value per share34,831,324 34,832,493 35,321,144 35,321,144 35,336,732 
Add: In-the-money stock options (1) and all outstanding RSUs
590,001 602,013 594,612 585,334 264,870 
Denominator for fully diluted book value per share 35,421,325 35,434,506 35,915,756 35,906,478 35,601,602 
Basic book value per share$18.26 $19.05 $17.95 $17.68 $16.87 
Fully diluted book value per share$17.95 $18.72 $17.65 $17.39 $16.74 
(1) Assuming net exercise by the grantee.

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Cover
Mar. 10, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Mar. 10, 2025
Entity Registrant Name GREENLIGHT CAPITAL RE, LTD.
Entity Incorporation, State or Country Code E9
Entity File Number 001-33493
Entity Address, Address Line One 65 Market Street
Entity Address, Address Line Two Suite 1207, Jasmine Court
Entity Address, City or Town Camana Bay
Entity Address, Country KY
Entity Address, Postal Zip Code KY1-1205
City Area Code 205
Local Phone Number 291-3440
Written Communications false
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Ordinary Shares
Trading Symbol GLRE
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001385613
Amendment Flag false
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