Discontinued Operations

12 Months Ended

Dec. 31, 2025

Discontinued Operations and Disposal Groups [Abstract]

On November 8, 2023, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Fleming Intermediate Holdings LLC, a Cayman Islands limited liability company (“Fleming”). Pursuant to the Stock Purchase Agreement, and on the terms and subject to the conditions therein, Fleming agreed to purchase from the Company all of the common shares of JRG Re. JRG Re comprised the remaining operations of the former Casualty Reinsurance segment, and the sale of JRG Re, which closed on April 16, 2024, resulted in the Company’s disposition of its casualty reinsurance business and related assets.

Pursuant to the terms of the Stock Purchase Agreement, the aggregate consideration received by the Company, after giving effect to estimated adjustments based on changes in JRG Re’s adjusted net worth between March 31, 2023 and the closing, totaled approximately $291.4 million (the “Closing Date Purchase Price”). The aggregate Closing Date Purchase Price was comprised of (i) $152.4 million paid in cash by Fleming and (ii) an aggregate $139.0 million dividend and distribution from contributed surplus by JRG Re to the Company. In accordance with the Stock Purchase Agreement, the cash portion of the purchase price was calculated based on an estimated balance sheet of JRG Re as of the date of closing. The estimated balance sheet was subject to final post-closing adjustments, which resulted in the downward adjustment to the cash portion of the Closing Date Purchase Price discussed below.

As required by the Stock Purchase Agreement, the Company and Fleming engaged in a post-closing purchase price true-up process. The Company agreed with an initial $11.4 million downward adjustment to the Closing Date Purchase Price due to investment portfolio valuation losses from JRG Re’s operations between the date of the balance sheet used to produce the estimated closing statement and the date of closing, which downward adjustment was paid to Fleming on October 18, 2024. On April 18, 2025, the independent accounting firm appointed by the parties issued its final determination, concluding the post-closing purchase price true-up process. Pursuant to this final determination, the Company paid $522,789 to Fleming on April 29, 2025 comprised of a $483,625 final downward adjustment to the Closing Date Purchase Price and interest due according to the terms of the Stock Purchase Agreement.

The Company determined that the sale of JRG Re represented a strategic shift that had a major effect on its operations. Accordingly, the results of JRG Re's operations have been presented as discontinued operations for all periods presented in this Annual Report on Form 10-K.

The $139.0 million pre-closing dividend was completed in the first quarter of 2024. It included the forgiveness of $133.2 million owed from JRG Holdings to JRG Re and $5.8 million paid in cash to JRG Holdings. In the fourth quarter of 2023, after giving effect to the pre-closing dividend, the Company recorded an estimated loss on sale of $80.4 million to write down the carrying value of JRG Re to its estimated fair value based upon the estimated sales price of the transaction less costs to sell and other adjustments in accordance with the Stock Purchase Agreement. At December 31, 2024, the estimated loss on sale was revised to $78.3 million. The Company also recognized losses of $53.2 million for the year ended December 31, 2023 associated with JRG Re's fixed maturity securities as the Company no longer had the intent or ability to hold securities in an unrealized loss position until a recovery of their fair value could occur. The losses are included in net realized and unrealized (losses) gains on investments in the operating results presented below.

The loss on disposal for the year ended December 31, 2024 of $4.1 million includes the $2.1 million gain for the change in the estimated loss on sale and selling costs incurred of $6.2 million. For the year ended December 31, 2025, the loss on disposal of $2.4 million includes the $522,789 downward adjustment to the Closing Date Purchase Price plus interest and $1.9 million of additional selling costs incurred by the Company related to the sale of JRG Re.

The operating results of JRG Re reported in discontinued operations were as follows:


	Year Ended December 31,
	2025		2024		2023
	(in thousands)
Revenues:
Gross written premiums	$	—	$	1,137	$	17,357
Ceded written premiums	—		877		2,178
Net written premiums	—		2,014		19,535
Change in net unearned premiums	—		8,371		75,874
Net earned premiums	—		10,385		95,409
Net investment income	—		4,432		23,038
Net realized and unrealized (losses) gains on investments	—		(9,472)		(53,693)

Total revenues	—		5,345		64,754
Expenses:
Losses and loss adjustment expenses	—		13,157		120,294
Other operating expenses	—		5,039		27,983
Other expenses	—		—		1,402
Interest expense	—		732		3,568
Total expenses	—		18,928		153,247
Loss from discontinued operations	—		(13,583)		(88,493)
Loss on disposal of discontinued operations	(2,393)		(4,051)		(80,400)
Total loss from discontinued operations	(2,393)		(17,634)		(168,893)

Cash flows from discontinued operations included in the consolidated statements of cash flows were as follows:


	Year Ended December 31,
	2025		2024		2023
	(in thousands)

Net cash used in operating activities of discontinued operations	$	—	$	(25,115)	$	(115,907)
Net cash provided by investing activities of discontinued operations	—		63,104		115,145
Net cash provided by (used in) discontinued operations	$	—	$	37,989	$	(762)
Interest paid by discontinued operations	$	—	$	1,388	$	3,951