Statement of Financial Position, Unclassified - Insurance Based Operations

3 Months Ended

Mar. 31, 2025

Statement of Financial Position [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure

3.    DISCONTINUED OPERATION

Sale of Ambac Assurance Corporation ("AAC")

On June 4, 2024, AFG entered into a stock purchase agreement (the "Purchase Agreement") with American Acorn Corporation (the “Buyer”), a Delaware corporation owned by funds managed by Oaktree Capital Management, L.P., pursuant to which and subject to the conditions set forth therein, AFG will sell all of the

issued and outstanding shares of common stock of AAC, a wholly-owned subsidiary of AFG, to the Buyer for aggregate consideration of $420,000 in cash (the "Sale"). The terms of the Sale as contemplated by the Purchase Agreement provide that, at the closing of the Sale (the “Closing”), Buyer will acquire complete ownership of the common stock of AAC and all of its wholly owned subsidiaries, including Ambac UK. In connection with and pursuant to the Purchase Agreement, AFG has agreed to issue to Buyer a warrant exercisable for a number of shares of

common stock, par value $0.01, of AFG representing 9.9% of the fully diluted shares of AFG’s common stock as of March 31, 2024, pro forma for the issuance of the warrant. The warrant will have an exercise price per share of $18.50 with a 6.5-year term from the date of issuance and will be immediately exercisable. The Buyer continues to pursue the final outstanding regulatory approval, which would be received only after a hearing at or prior to which third parties would have an opportunity to object to the Sale. As a result, consistent with the terms of the Purchase Agreement, the term of the Purchase Agreement has been automatically extended from April 4, 2025, to July 3, 2025. See Note 5. Discontinued Operation in the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for further information regarding the Sale.

AFG recorded an expected loss on sale in the Statement of Comprehensive Income (Loss) for the year ended December 31, 2024 of $(570,145) equal to the difference between the sale proceeds (net of the value of the warrants to be issued) and the carrying value of AAC's net assets held-for-sale, less expected closing costs. AFG recorded an additional loss of $(14,496) in the three months ended March 31, 2025, reflecting remeasurement of net assets held-for-sale and the change in fair value of the warrant to be issued to Buyer during the period, bringing valuation allowance on held-for-sale assets to $(584,642) as of March 31, 2025. The carrying value of held-for-sale assets and liabilities, and consequently the expected loss on disposal, are subject to variability through the closing date of the Sale. Changes to the carrying value of held-for-sale assets and liabilities could arise from changes in estimates of financial guarantee losses and loss adjustment expense reserves, including subrogation recoverable; changes in the valuation of invested assets and other financial instruments carried at fair value; adverse or favorable litigation outcomes; and other operating results of AAC and its subsidiaries, including consolidated variable interest entities (“VIEs”). Additionally, at closing, net income will be impacted by the reclassification from Accumulated Other Comprehensive Income (Loss) of net unrealized gains (losses) on available-for-sale investment securities, cumulative foreign currency translation adjustments and cumulative credit risk changes of fair value option liabilities attributable to AAC and subsidiaries, which at March 31, 2025, amounted to $(132,778).

The carrying value of held-for-sale assets and liabilities could also be impacted by payments on AAC's outstanding surplus notes. Surplus note principal and interest payments require the approval of OCI. Since the issuance of the surplus notes in 2010, OCI has declined to approve regular payments of interest on surplus notes, including AAC's request to pay full or partial interest on, and full or partial principal of, surplus notes on the next scheduled payment date of June 9, 2025, although the OCI has permitted two exceptional payments. As a result, the scheduled payment date for interest, and the scheduled maturity date for payment of principal of the surplus notes are extended until OCI grants approval to make the payment. Interest will accrue, compounded on each anniversary of the original scheduled payment date or scheduled maturity date, on any unpaid principal or interest through the actual date of payment, at 5.1% per annum. The interest on the outstanding surplus notes

were accrued for and AAC is accruing interest on the interest amounts following each scheduled payment date.

The components of the anticipated loss on sale, reflected in the valuation allowance on assets held-for-sale as of March 31, 2025 and December 31, 2024, are summarized below:

	March 31, 2025		December 31, 2024
Fair value of net consideration to be received	$	409,759	$	399,727
Less: estimated closing costs	(7,535)		(7,235)
	402,224		392,492
Carrying amount of net assets held-for-sale	986,866		962,637
Loss on disposal	$	(584,642)	$	(570,145)

The following table summarizes the major classes of assets and liabilities held-for-sale on the Consolidated Balance Sheets after elimination of intercompany balances:

	March 31, 2025		December 31, 2024
ASSETS:
Total investments	$	2,286,236	$	2,226,505
Cash and equivalents	14,394		8,322
Premiums receivable	218,049		217,096
Reinsurance recoverable on paid and unpaid losses	25,918		25,274
Deferred ceded premiums	76,681		79,074
Subrogation recoverable	113,636		113,962
Intangible assets	209,677		213,457
Other assets, net	42,632		49,396
VIE assets (including restricted cash of $60,593 and 57,754)	3,989,423		3,904,259
Valuation allowance on assets held-for-sale	(584,642)		(570,145)
Total assets held-for-sale	$	6,392,004	$	6,267,200
LIABILITIES:
Unearned premiums	$	229,035	$	228,177
Loss and loss adjustment reserves	601,411		577,167
Ceded premiums payable	55,571		56,404
Long-term debt and accrued interest	1,062,616		1,046,658
Other liabilities, net	100,988		105,772
VIE liabilities	3,954,287		3,873,507
Total liabilities held-for-sale	$	6,003,908	$	5,887,685

The following table summarizes the major line items constituting net income (loss) from discontinued operations reconciled to net income (loss) from discontinued operations presented in the Consolidated Statement of Comprehensive Income (Loss):

	Three Months Ended March 31,
	2025		2024
REVENUES:
Net premiums earned	$	4,763	$	7,486
Net investment income	20,700		38,031
Net investment gains (losses), including impairments	(5,954)		568
Net gains (losses) on derivative contracts	(533)		1,533
Other revenues	7,821		5,440
Total revenues	26,797		53,058
EXPENSES:
Loss and loss adjustment expenses (benefit)	10,735		(20,708)
Intangible amortization	5,826		11,327
General & administrative and other expenses	9,082		17,693
Interest expense	15,951		15,980
Total expenses	41,594		24,292
Pretax income (loss)	(14,797)		28,766
Provision (benefit) for income taxes	953		4,626
Loss on disposal	(14,497)		—
Net income (loss) from discontinued operations	$	(30,247)	$	24,140