esgr-20250331

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 March 31, 2025

Commission File Number 001-33289

ENSTAR GROUP LIMITED

(Exact name of Registrant as specified in its charter)


BERMUDA			N/A
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

A.S. Cooper Building, 4th Floor, 26 Reid Street, Hamilton HM 11, Bermuda

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (441) 292-3645

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Ordinary shares, par value $1.00 per share	ESGR	The NASDAQ Stock Market	LLC
Depositary Shares, Each Representing a 1/1,000th Interest in a 7.00%	ESGRP	The NASDAQ Stock Market	LLC
Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Share, Series D, Par Value $1.00 Per Share
Depositary Shares, Each Representing a 1/1,000th Interest in a 7.00%	ESGRO	The NASDAQ Stock Market	LLC
Perpetual Non-Cumulative Preferred Share, Series E, Par Value $1.00 Per Share

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 during the preceding 12 months (or for such shorter period that the 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, a smaller reporting company or an emerging growth company. See the 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 ☒

As at April 30, 2025, the registrant had outstanding 14,910,102 voting ordinary shares, par value $1.00 per share.

Table of Contents

Enstar Group Limited

Quarterly Report on Form 10-Q

For the Period Ended March 31, 2025

Table of Contents


		Page
	Glossary of Key Terms	3

PART I

Item 1.	Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	51
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	81
Item 4.	Controls and Procedures	81

PART II

Item 1.	Legal Proceedings	82
Item 1A.	Risk Factors	82
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	82
Item 3.	Defaults Upon Senior Securities	82
Item 4.	Mine Safety Disclosures	82
Item 5.	Other Information	82
Item 6.	Exhibits	83

Table of Contents

GLOSSARY OF KEY TERMS



A&E						Asbestos and environmental

Acquisition costs						Costs that are directly related to the successful efforts of acquiring new insurance contracts or renewing existing insurance contracts, and which principally consist of incremental costs such as: commissions, brokerage expenses, premium taxes and other fees incurred at the time that a contract or policy is issued.

ADC						Adverse development cover – A retrospective reinsurance arrangement that will insure losses in excess of an established reserve and provide protection up to a contractually agreed amount.

Adjusted RLE						Adjusted run-off liability earnings - Non-GAAP financial measure calculated by dividing adjusted prior period development by average adjusted net loss reserves. See “Non-GAAP Financial Measures” for reconciliation.
Adjusted ROE						Adjusted return on equity - Non-GAAP financial measure calculated by dividing adjusted operating income (loss) attributable to Enstar ordinary shareholders by adjusted opening Enstar ordinary shareholders’ equity. See “Non-GAAP Financial Measures” for reconciliation.

Adjusted TIR						Adjusted total investment return - Non-GAAP financial measure calculated by dividing adjusted total investment return by average adjusted total investable assets. See “Non-GAAP Financial Measures” for reconciliation.
AFS						Available-for-sale


ALAE						Allocated loss adjustment expenses
Allianz						Allianz SE
AmTrust						AmTrust Financial Services, Inc.
Annualized						Calculation of the quarterly result or year-to-date result multiplied by four and then divided by the number of quarters elapsed within the applicable year-to-date period.
AOCI						Accumulated other comprehensive income
APIC						Additional Paid-in Capital


ASC						Accounting Standards Codification
ASU						Accounting Standards Update
Arden						Arden Reinsurance Company Ltd.





Atrium						Atrium Underwriting Group Limited
bps						Basis point(s)
BMA						Bermuda Monetary Authority


BSCR						Bermuda Solvency Capital Requirement
BVPS						Book value per ordinary share - GAAP financial measure calculated by dividing Enstar ordinary shareholders’ equity by the number of ordinary shares outstanding.
Cavello						Cavello Bay Reinsurance Limited, a wholly-owned subsidiary


CODM						Chief operating decision maker
Citco						Citco III Limited
CLO						Collateralized loan obligation





Core Specialty						Core Specialty Insurance Holdings, Inc.


DCo						DCo LLC

Defendant A&E liabilities						Defendant asbestos and environmental liabilities - Non-insurance liabilities relating to amounts for indemnity and defense costs for pending and future claims, as well as amounts for environmental liabilities associated with properties.
DCA						Deferred charge asset - The amount by which estimated ultimate losses payable exceed the consideration received at the inception of a retroactive reinsurance agreement and that are subsequently amortized over the estimated loss settlement period.



DGL						Deferred gain liability - The amount by which consideration received exceeds estimated ultimate losses payable at the inception of a retroactive reinsurance agreement and that are subsequently amortized over the estimated loss settlement period.


EB Trust						Enstar Group Limited Employee Benefit Trust

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GLOSSARY OF KEY TERMS


Enhanzed Re						Enhanzed Reinsurance Ltd.
Enstar						Enstar Group Limited and its consolidated subsidiaries
Enstar Finance						Enstar Finance LLC


FAL						Funds at Lloyd's - A deposit in the form of cash, securities, letters of credit or other approved capital instrument that satisfies the capital requirement to support the Lloyd's syndicate underwriting capacity.


FDBVPS						Fully diluted book value per ordinary share - Non-GAAP financial measure calculated by dividing Enstar ordinary shareholders’ equity by the number of ordinary shares outstanding, adjusted for equity awards granted and not yet vested (similar to the calculation of diluted earnings per share). See “Non-GAAP Financial Measures” in Item 7 for reconciliation.

Funds held						The account created with premium due to the reinsurer pursuant to the reinsurance agreement, the balance of which is credited with investment income and losses paid are deducted.
Funds held by reinsured companies						Funds held, as described above, where we receive a fixed crediting rate of return or other contractually agreed return on the assets held.
Funds held - directly managed						Funds held, as described above, where we receive the actual investment portfolio return on the assets held.
Future policyholder benefits						The liability relating to life reinsurance contracts, which are based on the present value of anticipated future cash flows and mortality rates.





GCM Fund						GCM Blue Sails Infrastructure Offshore Opportunities Fund, L.P.
IAG						Insurance Australia Group
IBNR						Incurred but not reported - The estimated liability for unreported claims that have been incurred, as well as estimates for the possibility that reported claims may settle for amounts that differ from the established case reserves as well as the potential for closed claims to re-open.



ILS						Insurance Linked Securities
Investable assets						The sum of total investments, cash and cash equivalents, restricted cash and cash equivalents and funds held
JSOP						Joint Share Ownership Plan
LAE						Loss adjustment expenses





Lloyd's						This term may refer to either the society of individual and corporate underwriting members that pool and spread risks as members of one or more syndicates, or the Corporation of Lloyd’s, which regulates and provides support services to the Lloyd’s market
LOC						Letter of credit
LPT						Loss Portfolio Transfer - Retroactive reinsurance transaction in which loss obligations that are already incurred are ceded to a reinsurer, subject to any stipulated limits

Merger						Series of mergers resulting in the Company surviving the Merger as a wholly-owned subsidiary of Elk Bidco Limited, an exempted company limited by shares existing under the laws of Bermuda
Merger Agreement						Enstar Group Limited entered into an Agreement and Plan of Merger with Elk Bidco Limited, which is backed by equity commitments from investment vehicles managed or advised by affiliates of Sixth Street Partners, LLC.
Monument Midco						Monument Midco Limited, a wholly owned subsidiary of Monument Re
Monument Re						Monument Insurance Group Limited

Morse TEC						Morse TEC LLC



NAV						Net asset value
NCI						Noncontrolling interests


New business						Material transactions, which generally take the form of reinsurance or direct business transfers, or business acquisitions.





NIFO						Net investment in foreign operation
Northshore						Northshore Holdings Limited
OLR						Outstanding loss reserves - Provisions for claims that have been reported and accrued but are unpaid at the balance sheet date.
Parent						Elk Bidco Limited

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GLOSSARY OF KEY TERMS


pps						Percentage point(s)
PPD						Prior period development - Changes to loss estimates recognized in the current calendar year that relate to loss reserves established in previous calendar years.

Private equity funds						Investments in limited partnerships and limited liability companies




QBE						QBE Insurance Group Limited

RACQ						RACQ Insurance Limited
Reinsurance to close (RITC)						A business transaction to transfer estimated future liabilities attached to a given year of account of a Lloyd's syndicate into a later year of account of either the same or different Lloyd's syndicate in return for a premium.

Reserves for losses and LAE						Management's best estimate of the ultimate cost of settling losses as of the balance sheet date. This includes OLR and IBNR.

Retroactive reinsurance						Contracts that provide indemnification for losses and LAE with respect to past loss events.
RLE						Run-off liability earnings – GAAP-based financial measure calculated by dividing prior period development by average net loss reserves.
RNCI						Redeemable noncontrolling interests
ROE						Return on equity - GAAP-based financial measure calculated by dividing net income (loss) attributable to Enstar ordinary shareholders by opening Enstar ordinary shareholders’ equity
Run-off						A line of business that has been classified as discontinued by the insurer that initially underwrote the given risk
Run-off portfolio						A group of insurance policies classified as run-off.


SEC						U.S. Securities and Exchange Commission
SGL No. 1						SGL No. 1 Limited



Sixth Street						Sixth Street Partners, LLC
SSHL						StarStone Specialty Holdings Limited
StarStone International						StarStone's non-U.S. operations
StarStone U.S.						StarStone U.S. Holdings, Inc. and its subsidiaries

Stone Point						Stone Point Capital LLC


TIR						Total investment return - GAAP financial measure calculated by dividing total investment return, including other comprehensive income, for the applicable period by average total investable assets
Trident V Funds						Trident V, L.P., Trident V Parallel Fund, L.P. and Trident V Professionals Fund, L.P.



U.S. GAAP						Accounting principles generally accepted in the United States of America
ULAE						Unallocated loss adjustment expenses - Loss adjustment expenses relating to run-off costs for the estimated payout of the run-off, such as internal claim management or associated operational support costs.
Unearned premium						The unexpired portion of policy premiums that will be earned over the remaining term of the insurance contract.
VIE						Variable interest entity

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report and the documents incorporated by reference herein contain statements that constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to our financial condition, results of operations, business strategies, operating efficiencies, competitive positions, growth opportunities, plans and objectives of our management, as well as the markets for our securities and the insurance and reinsurance sectors in general.

Statements that include words such as "estimate," "project," "plan," "intend," "expect," "anticipate," "believe," "would," "should," "could," "seek," "may" and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise.

All forward-looking statements are necessarily estimates or expectations, and not statements of historical fact, reflecting the best judgment of our management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements.

These forward looking statements should, therefore, be considered in light of various important factors, including those set forth in this report and in our Annual Report on Form 10-K for the year ended December 31, 2024 (as amended by the Form 10-K/A filed on April 29, 2025, the “2024 Form 10-K”), which could cause actual results to differ materially from those suggested by the forward-looking statements. These risk factors include:

•the completion of the Merger on the anticipated terms and timing;

•the satisfaction of conditions to the completion of the Merger, including obtaining required regulatory approvals;

•the risk that our stock price may fluctuate during the pendency of the Merger and may decline if the Merger is not completed;

•potential litigation relating to the Merger that has and could be instituted against us or our directors, managers or officers, including the effects of any outcomes related thereto;

•the risk that disruptions from the Merger (including the ability of certain business partners to terminate or amend contracts upon a change of control) will harm our business, including our current plans and operations;

•our ability to retain and hire key personnel during the pendency of the Merger or following its completion;

•the diversion of management’s time and attention from ordinary course business operations to completion of the Merger and integration matters;

•potential adverse reactions or changes to business relationships resulting from the pendency or completion of the Merger;

•our reduced liquidity due to the significant distributions that we will make to our ordinary shareholders in connection with the Merger and the additional distributions that we expect to make to Parent to fund its obligations under the debt and preferred equity financing incurred by Parent in connection with the completion of the Merger;

•potential business uncertainty, including changes to existing business relationships, during the pendency of the Merger that could affect our financial performance;

•certain restrictions during the pendency of the Merger that may impact our ability to pursue certain business opportunities or strategic transactions;

•the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

•unexpected costs, liabilities or delays associated with the Merger;

•the response of competitors to the Merger;

•the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger;

•the risk that an active trading market for the newly issued preferred shares that our holders of the depositary shares representing our preferred shares will receive in the Merger does not exist and may not develop;

•unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or global pandemics, as well as management’s response to any of the aforementioned factors;

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

•the adequacy of our loss reserves and the need to adjust such reserves as claims develop over time, including due to the impact of emerging claim and coverage issues and disputes that could impact reserve adequacy;

•risks relating to our acquisitions, including our ability to evaluate opportunities, successfully price acquisitions, address operational challenges, support our planned growth and assimilate acquired portfolios and companies into our internal control system in order to maintain effective internal controls, provide reliable financial reports and prevent fraud;

•risks relating to our ability to obtain regulatory approvals, including the timing, terms and conditions of any such approvals, and to satisfy other closing conditions in connection with our acquisition agreements, which could affect our ability to complete acquisitions;

•risks relating to climate change and its potential impact on the returns from our run-off business and our investments;

•changes in tax laws or regulations applicable to us or our subsidiaries, including the Bermuda Corporate Income Tax and the Organisation for Economic Cooperation and Development Pillar Two, or the risk that we or one of our non-U.S. subsidiaries become subject to significant, or significantly increased, income taxes in the U.S. or elsewhere;

•the risk that U.S. persons who own our ordinary shares might become subject to adverse U.S. tax consequences as a result of related person insurance income;

•risks relating to the variability of statutory capital requirements and the risk that we may require additional capital in the future, which may not be available or may be available only on unfavorable terms;

•the risk that our reinsurance subsidiaries may not be able to provide the required collateral to ceding companies pursuant to their reinsurance contracts, including through the use of letters of credit;

•risks relating to the availability and collectability of our ceded reinsurance;

•the ability of our subsidiaries to distribute funds to us and the resulting impact on our liquidity;

•losses due to foreign currency exchange rate fluctuations;

•the risk that the value of our investment portfolios and the investment income that we receive from these portfolios may decline materially as a result of market fluctuations and economic conditions, including those related to interest rates, credit spreads and equity prices (including the risk that we may realize losses related to declines in the value of our investment portfolios if we elect to, or are required to, sell investments with unrealized losses);

•risks relating to our ability to structure our investments in a manner that recognizes our liquidity needs;

•risks relating to our strategic investments in alternative asset classes and joint ventures, which are illiquid and may be volatile;

•risks relating to our ability to accurately value our investments, which require methodologies, estimates and assumptions that can be highly subjective, and the inaccuracy of which could adversely affect our financial condition;

•risks relating to our liquidity demands and the structure of our investment portfolios, which may adversely affect the performance of our investment portfolio and financial results;

•risks relating to the complex regulatory environment in which we operate, including that ongoing or future industry regulatory developments will disrupt our business, affect the ability of our subsidiaries to operate in the ordinary course or to make distributions to us, or mandate changes in industry practices in ways that increase our costs, decrease our revenues or require us to alter aspects of the way we do business;

•risks relating to laws and regulations regarding sanctions and foreign corrupt practices, the violation of which could adversely affect our financial condition and results of operations;

•loss of key personnel;

•the risk that some of our directors, large shareholders and their affiliates have interests that can create conflicts of interest through related party transactions;

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

•the risk that outsourced providers could breach their obligations to us which could adversely affect our business and results of operations;

•operational risks, including cybersecurity events, external hazards, human failures or other difficulties with our information technology systems that could disrupt our business or result in the loss of critical and confidential information, increased costs; and

•risks relating to the ownership of our shares resulting from certain provisions of our bye-laws and our status as a Bermuda company.

The factors listed above should not be construed as exhaustive and should be read in conjunction with the Risk Factors that are included in our 2024 Form 10-K. We undertake no obligation to publicly update or review any forward-looking statement, whether to reflect any change in our expectations with regard thereto, or as a result of new information, future developments or otherwise, except as required by law.

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


CONDENSED CONSOLIDATED FINANCIAL STATEMENTS			Page
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024			10
Unaudited Condensed Consolidated Statements of Operations for the Three months ended March 31, 2025 and 2024			11
Unaudited Condensed Consolidated Statements of Comprehensive Income for the T hree months ended March 31, 202 5 and 2024			12
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the T hree months ended March 31, 2025 and 2024			13
Unaudited Condensed Consolidated Statements of Cash Flows for the Three months ended March 31, 202 5 and 2024			14
Notes to the Unaudited Condensed Consolidated Financial Statements			16
Note 1 - Merger Agreement			16
Note 2 - Basis of Presentation			17
Note 3 - Significant New Business			18
Note 4 - Segment Information			19
Note 5 - Investments			22
Note 6 - Derivatives and Hedging Instruments			29
Note 7 - Deferred Charge Assets			32

Note 8 - Losses and Loss Adjustment Expenses			32

Note 9 - Defendant Asbestos and Environmental Liabilities			35
Note 10 - Fair Value Measurements			36
Note 11 - Variable Interest Entities			43

Note 12 - Debt O bligations			44

Note 13 - Noncontrolling Interests			45
Note 14 - Shareholders' Equity			45
Note 15 - Earnings Per Share			47

Note 16 - Share-Based Compensation			47

Note 17 - Related Party Transactions			48
Note 18 - Commitments and Contingencies			50
Note 19 - Subsequent Events			50

Enstar Group Limited | First Quarter 2025 | Form 10-Q 9

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ENSTAR GROUP LIMITED

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

As of March 31, 2025 and December 31, 2024 (Unaudited)


	March 31, 2025		December 31, 2024
	(expressed in millions of U.S. dollars, except share data)
ASSETS
Fixed maturities, trading, at fair value (1)	$	1,179	$	1,263
Fixed maturities, available-for-sale, at fair value (amortized cost: 2025 — ($5,231; 2024 — $5,065) (1)	4,924		4,691
Short-term investments, trading, at fair value	—		1
Short-term investments, available-for-sale, at fair value (amortized cost: 2025 — $400; 2024 — $215)	400		215

Funds held (1)	4,672		4,979
Equity securities, at fair value (cost: 2025 — $725; 2024 — $680) (1)	759		803
Other investments, at fair value (includes consolidated variable interest entity: 2025 - $120; 2024 - $112) (1)	4,206		4,188

Equity method investments (1)	318		313
Total investments (Note 5 and Note 10)	16,458		16,453
Cash and cash equivalents (includes consolidated variable interest entity: 2025 — $1; 2024 — $5) (1)	1,170		1,098
Restricted cash and cash equivalents	311		456
Accrued interest receivable	58		58



Reinsurance balances recoverable on paid and unpaid losses (net of allowance: 2025 — $115; 2024 — $116)	522		533
Reinsurance balances recoverable on paid and unpaid losses, at fair value (Note 10)	194		179
Insurance balances recoverable (net of allowance: 2025 and 2024 — $4) (Note 9)	169		172




Net deferred charge assets (Note 7)	719		745
Other assets (1)	739		713

TOTAL ASSETS	$	20,340	$	20,407

LIABILITIES
Losses and loss adjustment expenses (Note 8) (1)	$	10,085	$	10,407
Losses and loss adjustment expenses, at fair value (Note 8 and Note 10)	996		997

Defendant asbestos and environmental liabilities (Note 9)	529		545



Debt obligations (Note 12)	1,948		1,833

Other liabilities (includes consolidated variable interest entity: 2025 and 2024 — $ 2) (1)	569		528

TOTAL LIABILITIES	14,127		14,310
COMMITMENTS AND CONTINGENCIES (Note 1 8)

SHAREHOLDERS’ EQUITY (Note 14)

Voting ordinary shares (par value $1 each, issued and outstanding 2025: 14,909,718; 2024: 15,241,316)	15		15




Preferred Shares:

Series D Preferred Shares (issued and outstanding 2025 and 2024: 16,000; liquidation preference $400)	400		400
Series E Preferred Shares (issued and outstanding 2025 and 2024: 4,400; liquidation preference $110)	110		110
Treasury shares, at cost:
Series C Preferred shares (all issued shares held in treasury in 2025 and 2024: 388,571)	(422)		(422)
Joint Share Ownership Plan (voting ordinary shares, held in trust 2024 — 565,630)	—		(1)
Additional paid-in capital	599		600
Accumulated other comprehensive loss	(275)		(341)
Retained earnings	5,780		5,730
Total Enstar shareholders’ equity	6,207		6,091
Noncontrolling interests (Note 13)	6		6
TOTAL SHAREHOLDERS’ EQUITY	6,213		6,097
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	20,340	$	20,407

(1) See Note 17 for additional information regarding related party transactions.

See accompanying notes to the unaudited condensed consolidated financial statements.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 10

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ENSTAR GROUP LIMITED

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2025 and 2024 (Unaudited)


	Three Months Ended March 31,
	2025		2024
	(expressed in millions of U.S. dollars, except share and per share data)
REVENUES
Net premiums earned	$	12	$	11

Net investment income (1)	148		160
Net realized losses	(2)		(6)
Fair value changes in trading securities, funds held and other investments (1)	43		85
Other income	3		3

Total revenues	204		253

EXPENSES
Net incurred losses and loss adjustment expenses
Current period	3		5
Prior periods	(19)		(24)
Total net incurred losses and loss adjustment expenses (1)	(16)		(19)
Defendant asbestos and environmental expenses	4		3

Amortization of net deferred charge assets	30		30
Acquisition costs	1		1
General and administrative expenses	91		87

Interest expense	23		22
Net foreign exchange losses (gains)	16		(9)
Total expenses	149		115

INCOME BEFORE INCOME TAXES	55		138
Income tax expense	—		(5)
Income (losses) from equity method investments (1)	4		(5)


NET INCOME	59		128


Dividends on preferred shares	(9)		(9)
NET INCOME ATTRIBUTABLE TO ENSTAR ORDINARY SHAREHOLDERS	$	50	$	119

Earnings per ordinary share attributable to Enstar ordinary shareholders:
Basic	$	3.36	$	8.13



Diluted	$	3.32	$	8.02



Weighted average ordinary shares outstanding:
Basic	14,891,871		14,641,158
Diluted	15,050,761		14,833,840

(1) See Note 17 for additional information regarding related party transactions.

See accompanying notes to the unaudited condensed consolidated financial statements.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 11

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ENSTAR GROUP LIMITED

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2025 and 2024 (Unaudited)


	Three Months Ended March 31,
	2025		2024
	(expressed in millions of U.S. dollars)
NET INCOME	$	59	$	128

Other comprehensive income (loss), net of income taxes:
Unrealized gains (losses) on fixed maturity available-for-sale investments arising during the year	64		(33)
Reclassification adjustment for change in allowance for credit losses recognized in net (loss) income	—		1
Reclassification adjustment for net realized losses recognized in net income	2		5

Unrealized gains (losses) arising during the year, net of reclassification adjustments	66		(27)




Change in currency translation adjustment	—		(1)


Total other comprehensive income (loss)	66		(28)



COMPREHENSIVE INCOME ATTRIBUTABLE TO ENSTAR GROUP LIMITED	$	125	$	100

See accompanying notes to the unaudited condensed consolidated financial statements.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 12

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ENSTAR GROUP LIMITED

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the Three Months Ended March 31, 2025 and 2024 (Unaudited)


	Share Capital
			Preferred Shares			Treasury Shares
	Voting Ordinary Shares			Series D		Series E		Series C Preferred Shares		JSOP (1)		APIC		AOCI		Retained Earnings		Total Enstar Shareholders' Equity		NCI		Total Shareholders' Equity
	(in millions of U.S. dollars)
Three Months Ended March 31, 2025
Balance as at December 31, 2024	$	15		$	400	$	110	$	(422)	$	(1)	$	600	$	(341)	$	5,730	$	6,091	$	6	$	6,097
Net income attributable to Enstar or noncontrolling interests	—			—		—		—		—		—		—		59		59		—		59
Dividends on preferred shares	—			—		—		—		—		—		—		(9)		(9)		—		(9)


Amortization of share-based compensation	—			—		—		—		—		3		—		—		3		—		3

Other comprehensive income, net of tax	—			—		—		—		—		—		66		—		66		—		66

Other	—			—		—		—		1		(4)		—		—		(3)		—		(3)
Balance as at March 31, 2025	$	15		$	400	$	110	$	(422)	$	—	$	599	$	(275)	$	5,780	$	6,207	$	6	$	6,213

Three Months Ended March 31, 2024
Balance as at December 31, 2023	$	15		$	400	$	110	$	(422)	$	(1)	$	579	$	(336)	$	5,190	$	5,535	$	113	$	5,648
Net income attributable to Enstar or noncontrolling interests	—			—		—		—		—		—		—		128		128		—		128
Dividends on preferred shares	—			—		—		—		—		—		—		(9)		(9)		—		(9)


Amortization of share-based compensation	—			—		—		—		—		8		—		—		8		—		8


Other comprehensive loss, net of tax	—			—		—		—		—		—		(28)		—		(28)		—		(28)
Other	—			—		—		—		—		(2)		—		—		(2)		1		(1)
Balance as at March 31, 2024	$	15		$	400	$	110	$	(422)	$	(1)	$	585	$	(364)	$	5,309	$	5,632	$	114	$	5,746

(1) See Note 14 for additional information regarding the retirement of treasury stock.

See accompanying notes to the unaudited condensed consolidated financial statements.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 13

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ENSTAR GROUP LIMITED

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2025 and 2024 (Unaudited)


	Three Months Ended March 31,
	2025		2024
	(expressed in millions of U.S. dollars)
OPERATING ACTIVITIES:
Net income	$	59	$	128

Adjustments to reconcile net income to cash flows provided by operating activities:
Realized losses on investments	2		6
Fair value changes in trading securities, funds held and other investments	(43)		(85)

Amortization of net deferred charge assets	30		30
Depreciation, accretion and other amortization	(2)		(5)

(Income) loss from equity method investments	(4)		5




Other adjustments	—		(3)
Changes in:
Reinsurance balances recoverable on paid and unpaid losses	(4)		57
Losses and loss adjustment expenses	(325)		(803)

Defendant asbestos and environmental liabilities	(16)		(11)
Insurance and reinsurance balances payable	—		64

Other operating assets and liabilities	50		16
Funds held	320		367

Cash from (used in) operating activities:

Sales and maturities of trading securities	89		177
Purchases of trading securities	(13)		(111)
Net cash flows provided by (used in) operating activities	143		(168)
INVESTING ACTIVITIES:


Sales and maturities of available-for-sale securities	618		529
Purchase of available-for-sale securities	(975)		(345)


Purchase of other investments	(166)		(244)
Proceeds from other investments	202		161


Other	—		1

Net cash flows (used in) provided by investing activities	(321)		102
FINANCING ACTIVITIES:


Dividends on preferred shares	(9)		(9)









Issuance of debt, net of issuance costs (1)	345		—
Repayment of debt (1)	(233)		—
Other	—		1
Net cash flows provided by (used in) financing activities	103		(8)





EFFECT OF EXCHANGE RATE CHANGES ON FOREIGN CURRENCY CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	2		4
NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	(73)		(70)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD	1,554		830

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	1,481	$	760

Enstar Group Limited | First Quarter 2025 | Form 10-Q 14

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Supplemental Cash Flow Information:
Income taxes (received) paid, net of refunds	$	—	$	(14)
Interest paid	$	32	$	32

Reconciliation to Consolidated Balance Sheets:
Cash and cash equivalents	$	1,170	$	450
Restricted cash and cash equivalents	311		310
Cash, cash equivalents and restricted cash	$	1,481	$	760













Non-cash investing activities:









Unsettled purchases of available-for-sale securities and other investments	$	(37)	$	5
Unsettled sales of available-for-sale securities and other investments	9		(10)

(1) See Note 12 for additional information regarding the issuance and repayment of debt

See accompanying notes to the unaudited condensed consolidated financial statements.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 15

Table of Contents

ENSTAR GROUP LIMITED

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. MERGER AGREEMENT

On July 29, 2024, Enstar Group Limited (the “Company,” “we,” “us,” or “our”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Elk Bidco Limited (the “Parent”), an exempted company limited by shares existing under the laws of Bermuda. The Parent is backed by equity commitments from investment vehicles managed or advised by affiliates of Sixth Street Partners, LLC (“Sixth Street”). Pursuant to the Merger Agreement, there will be a series of mergers (collectively, the "Merger") resulting in the Company surviving the Merger as a wholly-owned subsidiary of the Parent.

Under the terms of the Merger Agreement, all the Company’s issued and outstanding ordinary shares, par value $1.00 per share, will be converted into the right to receive $338 in cash per ordinary share, except for shares held  by Sixth Street and certain shareholders who will reinvest in the merged entity. The total consideration to be paid to our shareholders is approximately $5.1 billion. Completion of the Merger remains subject to certain conditions, including certain regulatory approvals. The Merger is expected to close in mid-2025.

In connection with the Merger Agreement, any Company restricted stock awards, restricted stock unit awards, deferred stock awards, and performance shares that are outstanding immediately prior to completion of the Merger will generally become vested and are included in the consideration. As part of the consideration, Enstar has agreed to a return of capital of $500 million to the Company’s shareholders, which is included as part of the total $338 per ordinary share in cash to be received at the close of the Merger. Upon completion of the transaction, the Company's ordinary shares will no longer be publicly listed, and the Company will become a privately-held company.

The Merger Agreement contains termination rights for the Company and Sixth Street upon the occurrence of certain events, including, among others:

1.if the consummation of the Merger does not occur on or before July 29, 2025 (the “Closing Date”); except that if the effective time of the Merger has not occurred by July 29, 2025 due to the fact that all required applicable regulatory approvals have not been obtained on acceptable terms but all other conditions to closing have been satisfied (other than those conditions that by their terms are to be satisfied at the closing, each of which is capable of being satisfied) or (to the extent permitted by law) waived, the Closing Date would be automatically extended by another six months; and

2.if Sixth Street wishes to terminate the Merger Agreement upon the occurrence of a Specified Debt Event of Default (as defined in the Merger Agreement).

Upon termination of the Merger Agreement by Sixth Street, under certain circumstances, Sixth Street would be required to pay the Company a termination fee of $265 million, or if Sixth Street terminates the Merger Agreement upon a Specified Debt Event of Default, a termination fee of $97 million.

Fees and other expenses that are contingent on the closing of the Merger are estimated to range from $90 million to $105 million for consulting and advisory, legal services and employee-related contractual payments. These contingent fees and expenses will not be accrued and will be recognized in our financial statements in the period when the Merger closes and will be paid using our financial resources and not from any of the merger consideration (which is being paid entirely to ordinary shareholders).

Non-contingent Merger related costs, such as those related to legal services, filing fees, administrative fees and employee expenses have been expensed as incurred within general and administrative expenses within these financial statements.

The Company’s Shareholders approved the Merger Agreement on November 6, 2024, at a formal shareholders’ meeting. The Company and Sixth Street are working to complete the Merger and anticipate receiving all requisite regulatory approvals by mid-2025.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 16

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 2. Business Overview and Basis of Presentation

2. BUSINESS OVERVIEW AND BASIS OF PRESENTATION

Business

Enstar Group Limited is a leading global (re)insurance group that offers innovative capital release solutions through its network of group companies in Bermuda, the United States, the United Kingdom, Liechtenstein, Belgium and Australia. Our core focus is acquiring and managing (re)insurance companies and portfolios of (re)insurance business in run-off.

These unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Rules and Regulations of the Securities and Exchange Commission ("SEC"). Accordingly, they do not include all of the financial information and note disclosures required by U.S. GAAP for complete consolidated financial statements.

In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, that are normal and recurring in nature, necessary for a fair statement of the financial results for the interim periods. All intercompany accounts and transactions have been eliminated and certain comparative information has been reclassified to conform to the current presentation.

The results of operations for any interim period are not necessarily indicative of results for the full year. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in our 2024 Form 10-K.

Recently Issued Accounting Pronouncements Not Yet Adopted

ASU 2023-09 - Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, which includes the following amendments to Topic 740 Income Taxes:

•Disclose, on an annual basis, specific categories in the rate reconciliation;

•Disclose, on an annual basis, additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5% of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate);

•Disclose, on an annual basis, the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes;

•Disclose, on an annual basis, the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5% of total income taxes paid (net of refunds received);

•Disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign;

•Disclose income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign;

•Eliminates the requirement to disclose the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or make a statement that an estimate of the range cannot be made; and

•Eliminates the requirement to disclose the cumulative amount of each type of temporary difference when a deferred tax liability is not recognized because of the exceptions to comprehensive recognition of deferred taxes related to subsidiaries and corporate joint ventures.

These amendments are effective for annual reporting periods beginning after December 15, 2024, and should be applied prospectively, however retrospective application is permitted. Early adoption is permitted.

Adopting ASU 2023-09 will require us to expand our income tax disclosures. We will prospectively adopt this ASU within our annual financial statements for the year ended December 31, 2025.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 17

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 2. Business Overview and Basis of Presentation

ASU 2024-03 - Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, which resulted in the addition of Subtopic 220-40 Reporting Comprehensive Income - Expense Disaggregation Disclosures and includes the following amendments:

•Disclose the amounts of employee compensation, depreciation, intangible asset amortization, and certain other costs and expenses included in each relevant expense caption and include certain amounts that are already required to be disclosed under existing generally accepted accounting principles in the same disclosure;

•Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and

•Disclose the total amount of selling expenses and, on an annual basis, an entity’s definition of selling expenses.

These amendments are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, and must be applied prospectively with an option for retrospective application. Early adoption is permitted.

Adopting ASU 2024-03 will require us to expand our disclosures related to costs and expenses. We are currently determining the period in which the new guidance will be adopted.

3. SIGNIFICANT NEW BUSINESS

We define new business as material transactions, which generally take the form of reinsurance or direct business transfers, or business acquisitions.

Signed and closed reinsurance agreements

During the three months ended March 31, 2025, we closed reinsurance deals with Atrium Syndicate 609 along with a novation of reinsurance.

The table below sets forth a summary of new reinsurance business that we closed between January 1, 2025 and March 31, 2025:


Line of Business	Consideration Received		Net Loss Reserves Assumed		DCA (1)		Type of Transaction	Remaining Limit upon Acquisition		Jurisdiction
	(in millions of U.S. dollars)
Marine, property and general liability	$	180	$	182	$	2	LPT	$	128	U.S., U.K., and Europe
Casualty	175		177		2		Novation	N/A(2)		U.S.







Total	$	355	$	359	$	4

(1) Deferred charge assets (“DCA”) are recorded when the estimated ultimate losses payable exceed the consideration received at the inception of the agreement. Refer to Note 7 for additional information.

(2) There are no limits under the agreement.

Signed reinsurance agreements not closed as of March 31, 2025

The table below sets forth a summary of new reinsurance business that we have signed with AXIS Capital Holdings Limited, that closed on April 24, 2025.

Line of Business

Agreement Date

Type of Transaction

Estimated Reserves (1)

(in millions of U.S. dollars)

Diversified mix including liability, professional risk, and motor

December 13, 2024

LPT

2,290

(1) Estimated reserves are being finalized following the closing of the transaction.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 18

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 4. Segment Information

4. SEGMENT INFORMATION

Our segment structure is aligned with how our CODM, our Chief Executive Officer, views our business, assesses performance and allocates resources to our business components. Our business is organized into two reportable segments: (i) Run-off and (ii) Investments. In addition, our Corporate and Other activities, which do not qualify as an operating segment, include income and expense items that are not directly attributable to our reportable segments.

Our assets are reviewed on a consolidated basis by management for decision making purposes since they support business operations across both of our reportable segments as well as our Corporate and Other activities. We do not allocate assets to our reportable segments with the exception of (re)insurance balances recoverable on paid and unpaid losses and goodwill (all goodwill is attributable to the Run-off segment) that are directly attributable to our reportable segments.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 19

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 4. Segment Information

The following table sets forth select unaudited condensed consolidated statements of operations results by segment for the periods ended March 31, 2025 and 2024:


	Three Months Ended March 31, 2025

	Run-off		Investments		Total
	(in millions of U.S. dollars)
REVENUES	$	14	$	189	$	203
Income from equity method investments	—		4		4
EXPENSES


Net incurred losses and LAE	(26)		—		(26)
Defendant asbestos and environmental expenses	(1)		—		(1)
Salaries and benefit expenses	28		5		33
Professional fee expenses	6		1		7

Other segment expenses (1)	8		4		12
Segment net (loss) income	$	(1)	$	183	$	182

Reconciliation of segment to consolidated revenues
Segment revenues					$	203
Corporate and Other					1
Total revenues					$	204

Reconciliation of segment net income (loss) to Net income attributable to Enstar ordinary shareholders
Segment net income					$	182
Corporate and Other:
Other income					1
Net incurred losses and LAE(2)					(10)
Defendant asbestos and environmental expenses (3)					(5)
Amortization of net deferred charge assets					(30)
Corporate and Other general and administrative expenses					(40)
Interest expense					(23)
Net foreign exchange losses					(16)


Less: Dividends on preferred shares					(9)
Total - Corporate and Other net loss					(132)
Net income attributable to Enstar ordinary shareholders					$	50

(1) Other segment expenses for each reportable segment includes:

•Run-off – acquisition costs, IT-related expenses, banking fees, and other general and administrative expenses

•Investments – banking fees and other general and administrative expenses

(2) Net incurred losses and LAE for Corporate and Other activities includes the fair value adjustments associated with the acquisition of companies and the changes in the discount rate and risk margin components of the fair value of assets and liabilities related to our assumed retroactive reinsurance contracts for which we have elected the fair value option.

(3) Includes the amortization of fair value adjustments associated with the acquisition of DCo, LLC (“DCo”) and Morse TEC LLC (“Morse TEC”) for Corporate and Other activities.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 20

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 4. Segment Information


	Three Months Ended March 31, 2024

	Run-off		Investments		Total
	(in millions of U.S. dollars)
REVENUES	$	13	$	239	$	252
Losses from equity method investments	—		(5)		(5)
EXPENSES


Net incurred losses and LAE	(18)		—		(18)
Defendant asbestos and environmental expenses	(1)		—		(1)
Salaries and benefit expenses	27		6		33
Professional fee expenses	6		1		7

Other segment expenses (1)	10		3		13
Segment net (loss) income	$	(11)	$	224	$	213

Reconciliation of segment to consolidated revenues
Segment revenues					$	252
Corporate and Other					1
Total revenues					$	253

Reconciliation of segment net income (loss) to Net income attributable to Enstar ordinary shareholders
Segment net income					$	213
Corporate and Other:
Other expense					1
Net incurred losses and LAE(2)					1
Defendant asbestos and environmental expenses (3)					(4)
Amortization of net deferred charge assets					(30)
Corporate and Other general and administrative expenses					(35)
Interest expense					(22)
Net foreign exchange gains					9
Income tax expense					(5)

Less: Dividends on preferred shares					(9)
Total - Corporate and Other net loss					(94)
Net income attributable to Enstar ordinary shareholders					$	119

(1) Other segment expenses for each reportable segment includes:

•Run-off – acquisition costs, IT-related expenses, banking fees, and other general and administrative expenses

•Investments – banking fees and other general and administrative expenses

(3) Includes the amortization of fair value adjustments associated with the acquisition of DCo and Morse TEC for Corporate and Other activities.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 21

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 5. Investments

5. INVESTMENTS

Short-term and Fixed Maturity Investments

Asset Types

The fair values of the following underlying asset categories are set out below:


	March 31, 2025
	Fixed maturities, trading		Fixed maturities, AFS		Short-term investments, AFS		Total
	(in millions of U.S. dollars)
U.S. government and agency	$	12	$	241	$	326	$	579
U.K. government	14		39		—		53
Other government	91		270		3		364
Corporate	858		2,498		71		3,427
Municipal	29		76		—		105
Residential mortgage-backed	35		409		—		444
Commercial mortgage-backed	99		643		—		742
Asset-backed	41		748		—		789


Total fixed maturity and short-term investments	$	1,179	$	4,924	$	400	$	6,503


	December 31, 2024
	Fixed maturities, trading		Fixed maturities, AFS		Short-term investments, trading		Short-term investments, AFS		Total
	(in millions of U.S. dollars)
U.S. government and agency	$	13	$	213	$	—	$	194	$	420
U.K. government	15		29		—		—		44
Other government	91		266		—		2		359
Corporate	917		2,324		1		19		3,261
Municipal	30		79		—		—		109
Residential mortgage-backed	48		373		—		—		421
Commercial mortgage-backed	102		682		—		—		784
Asset-backed	47		725		—		—		772


Total fixed maturity and short-term investments	$	1,263	$	4,691	$	1	$	215	$	6,170

Included within residential mortgage-backed securities as of March 31, 2025 were securities issued by U.S. governmental agencies with a fair value of $228 million (December 31, 2024: $234 million).

Included within commercial mortgage-backed securities as of March 31, 2025 were securities issued by U.S. governmental agencies with a fair value of $49 million (December 31, 2024: $57 million).

Enstar Group Limited | First Quarter 2025 | Form 10-Q 22

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 5. Investments

Contractual Maturities

The contractual maturities of our short-term and fixed maturity investments, classified as trading and AFS are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.


As of March 31, 2025	Amortized Cost		Fair Value		% of Total Fair Value
	(in millions of U.S. dollars)
One year or less	$	663	$	658	10.1	%


More than one year through five years	1,829		1,758		27.2	%
More than five years through ten years	1,228		1,147		17.6	%
More than ten years	1,279		965		14.8	%
Residential mortgage-backed	476		444		6.8	%
Commercial mortgage-backed	772		742		11.4	%
Asset-backed	782		789		12.1	%


	$	7,029	$	6,503	100.0	%

Unrealized Gains and Losses on AFS Short-term and Fixed Maturity Investments

The amortized cost, unrealized gains and losses, allowance for credit losses and fair values of our short-term and fixed maturity investments classified as AFS were as follows:


			Gross Unrealized Gains		Gross Unrealized Losses
As of March 31, 2025	Amortized Cost				Non-Credit Related Losses		Allowance for Credit Losses		Fair Value
	(in millions of U.S. dollars)
U.S. government and agency	$	581	$	2	$	(16)	$	—	$	567
U.K. government	42		—		(3)		—		39
Other government	293		1		(21)		—		273
Corporate	2,785		15		(231)		—		2,569
Municipal	89		—		(13)		—		76
Residential mortgage-backed	438		3		(32)		—		409
Commercial mortgage-backed	665		4		(26)		—		643
Asset-backed	738		12		(2)		—		748


	$	5,631	$	37	$	(344)	$	—	$	5,324


			Gross Unrealized Gains		Gross Unrealized Losses
As of December 31, 2024	Amortized Cost				Non-Credit Related Losses		Allowance for Credit Losses		Fair Value
	(in millions of U.S. dollars)
U.S. government and agency	$	426	$	1	$	(20)	$	—	$	407
U.K. government	32		—		(3)		—		29
Other government	292		—		(24)		—		268
Corporate	2,602		7		(266)		—		2,343
Municipal	94		—		(15)		—		79
Residential mortgage-backed	409		2		(38)		—		373
Commercial mortgage-backed	711		4		(33)		—		682
Asset-backed	714		13		(2)		—		725


	$	5,280	$	27	$	(401)	$	—	$	4,906

Enstar Group Limited | First Quarter 2025 | Form 10-Q 23

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 5. Investments

Gross Unrealized Losses on AFS Short-term and Fixed Maturity Investments

The following tables summarizes our short-term and fixed maturity investments classified as AFS that were in a gross unrealized loss position, for which an allowance for credit losses has not been recorded, as explained below:


	12 Months or Greater				Less Than 12 Months				Total
As of March 31, 2025	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(in millions of U.S. dollars)
U.S. government and agency	$	69	$	(14)	$	187	$	(2)	$	256	$	(16)
U.K. government	8		(2)		21		(1)		29		(3)
Other government	47		(7)		176		(14)		223		(21)
Corporate	1,221		(209)		463		(22)		1,684		(231)
Municipal	66		(12)		5		(1)		71		(13)
Residential mortgage-backed	190		(31)		66		(1)		256		(32)
Commercial mortgage-backed	317		(24)		137		(2)		454		(26)
Asset-backed	10		—		223		(2)		233		(2)


Total short-term and fixed maturity investments	$	1,928	$	(299)	$	1,278	$	(45)	$	3,206	$	(344)


	12 Months or Greater				Less Than 12 Months				Total
As of December 31, 2024	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
	(in millions of U.S. dollars)
U.S. government and agency	$	77	$	(16)	$	116	$	(4)	$	193	$	(20)
U.K. government	8		(2)		15		(1)		23		(3)
Other government	45		(8)		203		(16)		248		(24)
Corporate	1,327		(235)		620		(31)		1,947		(266)
Municipal	69		(14)		6		(1)		75		(15)
Residential mortgage-backed	198		(37)		66		(1)		264		(38)
Commercial mortgage-backed	351		(29)		117		(4)		468		(33)
Asset-backed	21		(1)		124		(1)		145		(2)


Total short-term and fixed maturity investments	$	2,096	$	(342)	$	1,267	$	(59)	$	3,363	$	(401)

As of March 31, 2025 and December 31, 2024, the number of securities classified as AFS in an unrealized loss position for which an allowance for credit loss is not recorded was 3,329 and 3,688, respectively. Of these securities, the number of securities that had been in an unrealized loss position for twelve months or longer was 2,092 and 2,267, respectively.

The contractual terms of a majority of these investments do not permit the issuers to settle the securities at a price less than the amortized cost basis of the security. While interest rates have increased and credit spreads have widened, and in certain cases credit ratings were downgraded, we currently do not expect the issuers of these fixed maturities will settle them at a price less than their amortized cost basis and therefore it is expected that we will recover the entire amortized cost basis of each security. Furthermore, we do not intend to sell the securities that are currently in an unrealized loss position, and it is also not more likely than not we will be required to sell the securities, before the recovery of their amortized cost bases.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 24

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 5. Investments

Allowance for Credit Losses on AFS Fixed Maturity Investments

As of March 31, 2025, allowance for credit losses was less than $1 million. For March 31, 2024 the following table provides a reconciliation of the beginning and ending allowance for credit losses on our AFS debt securities:


		Three Months Ended March 31,
	2024
		Corporate		Commercial mortgage backed		Total
		(in millions of U.S. dollars)
Allowance for credit losses, beginning of period		$	(15)	$	(1)	$	(16)





Increase to the allowance for credit losses on securities that had an allowance recorded in the previous period		(1)		—		(1)


Allowance for credit losses, end of period		$	(16)	$	(1)	$	(17)

During the three months ended March 31, 2025 and 2024, we did not have any write-offs charged against the allowance for credit losses or any recoveries of amounts previously written off.

Equity Investments

The following table summarizes our equity investments:


	March 31, 2025		December 31, 2024
	(in millions of U.S. dollars)
Equity Investments
Privately held equity investments in common and preferred stocks	$	455	$	460
Publicly traded equity investments in common and preferred stocks	153		176
Exchange-traded funds	135		151
Warrants and other	16		16
Total	$	759	$	803

Other Investments

The following table summarizes our other investments carried at fair value:



	March 31, 2025		December 31, 2024
	(in millions of U.S. dollars)
Other Investments
Private equity funds	$	1,949	$	1,926
Private credit funds	915		864
Real estate funds	427		401
Hedge funds	386		410
Fixed income funds	375		369
CLO equity funds	124		162
CLO equities	25		52
Equity funds	5		4

Total	$	4,206	$	4,188

Enstar Group Limited | First Quarter 2025 | Form 10-Q 25

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 5. Investments

Other investments, including equities measured at fair value using NAV as a practical expedient

We use NAV as a practical expedient to fair value certain of our other investments, including equities.

The table below details the estimated period by which proceeds would be received if we had provided notice of our intent to redeem or initiated a sales process as of March 31, 2025 for our investments measured at fair value using NAV as a practical expedient:


	Less than 1 Year		1-2 years		2-3 years		More than 3 years		Not Eligible/ Restricted		Total		Redemption Frequency (1)
	(in millions of U.S. dollars)
Equities
Privately held equity investments	$	—	$	—	$	—	$	—	$	71	$	71	not eligible/ restricted

Other investments
Private equity funds	$	69	$	—	$	—	$	—	$	1,880	$	1,949	quarterly for unrestricted amount
Private credit funds	59		—		—		—		470		529		quarterly for unrestricted amount
Real estate fund	—		—		—		—		427		427		not eligible/ restricted
Hedge funds	386		—		—		—		—		386		monthly to bi-annually
Fixed income funds	339		—		—		—		31		370		monthly to quarterly
CLO equity funds	123		—		—		—		1		124		quarterly to bi-annually




Total	$	976	$	—	$	—	$	—	$	2,880	$	3,856

(1) Redemption frequency relates to unrestricted amounts.

Equity Method Investments

The table below shows our equity method investments:


	March 31, 2025				December 31, 2024
	Ownership %		Carrying Value		Ownership %		Carrying Value

	(in millions of U.S. dollars)

Core Specialty	19.8	%	$	285	19.9	%	$	281
Monument Re	24.6	%	20		24.6	%	19

Positive Physicians Holdings, Inc	27.0	%	13		27.0%		13

			$	318			$	313

Funds Held

Under funds held arrangements, the reinsured company has retained funds that would otherwise have been remitted to us. The funds held balance is credited with investment income and losses paid are deducted.

We present funds held as a single category within the consolidated balance sheets. The following table summarizes the components of funds held:


	March 31, 2025		December 31, 2024
	(in millions of U.S. dollars)
Funds held - directly managed	$	2,353	$	2,446
Funds held by reinsured companies	2,319		2,533
Total funds held	$	4,672	$	4,979

Enstar Group Limited | First Quarter 2025 | Form 10-Q 26

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 5. Investments

Funds Held - Directly Managed

The following table summarizes the components of the investments collateralizing the funds held - directly managed:


	March 31, 2025		December 31, 2024

	(in millions of U.S. dollars)
Funds held - directly managed, at cost	$	2,460	$	2,587
Fair value changes in:

Accumulated change in fair value - embedded derivative accounting	(107)		(141)

Funds held - directly managed, at fair value	$	2,353	$	2,446

The majority of our funds held - directly managed is comprised of short-term and fixed maturities. The $93 million decrease in funds held - directly managed from December 31, 2024 to March 31, 2025 was primarily due to the impact of net paid losses; partially offset by fair value changes on fixed maturities and other investments, including equities.

Funds Held by Reinsured Companies

The following table summarizes the components of our funds held by reinsured companies:


	March 31, 2025		December 31, 2024
	(in millions of U.S. dollars)
Funds held by reinsurance companies, at amortized cost	$	2,315	$	2,528
Fair value of embedded derivative (1)	4		5
Funds held by reinsured companies	$	2,319	$	2,533

(1) Pursuant to the terms of the Aspen Insurance Holdings transaction entered in 2022, in addition to earning a fixed crediting rate (“base crediting rate”) on the funds withheld through September 30, 2025, we receive a variable return (together, the “full crediting rate”). The embedded derivative represents the fair value of the amount by which all future interest payments on the funds withheld balance made at the full crediting rate are expected to exceed all future interest payments made on the funds withheld balance at the base crediting rate.

The $214 million decrease in funds held by reinsured companies from December 31, 2024 to March 31, 2025 was primarily driven by net paid losses primarily related to the Aspen loss portfolio transfers ("LPTs").

Net Investment Income

Major categories of net investment income are summarized as follows:



	Three Months Ended
	March 31,
		2025		2024
		(in millions of U.S. dollars)
Fixed maturity investments		$	70	$	84
Short-term investments and cash and cash equivalents		17		8
Funds held		55		58

Investment income from fixed maturities and cash and cash equivalents		142		150
Equity investments		8		8
Other investments		9		12

Investment income from equities and other investments		17		20
Gross investment income		159		170
Investment expenses		(11)		(10)

Net investment income		$	148	$	160

Enstar Group Limited | First Quarter 2025 | Form 10-Q 27

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 5. Investments

Net Realized Gains (Losses) and Fair Value Changes

Investment purchases and sales are recorded on a trade-date basis. Realized gains and losses on the sale of investments are based upon specific identification of the cost of investments. Components of net realized gains (losses) and fair value changes recorded within our unaudited condensed consolidated statements of operations were as follows:


	Three Months Ended
	March 31,
		2025		2024
		(in millions of U.S. dollars)
Net realized gains (losses) on sales:
Gross realized gains on fixed maturity securities, AFS		$	3	$	5
Gross realized losses on fixed maturity securities, AFS		(5)		(10)
Increase in allowance for expected credit losses on fixed maturity securities, AFS		—		(1)







Total net realized losses on sales		$	(2)	$	(6)
Fair value changes in trading securities, funds held and other investments:
Fixed maturity securities, trading		$	1	$	(14)
Funds held - directly managed		18		(5)
Equity securities		(30)		37
Other investments		43		67
Investment derivatives		11		—

Total fair value changes in trading securities, funds held and other investments		$	43	$	85
Net realized losses and fair value changes in trading securities, funds held and other investments		$	41	$	79

The gross realized gains and losses on AFS investments for the three months ended March 31, 2025 and 2024 included in the table above resulted from sales of $386 million and $436 million, respectively.

For the three months ended March 31, 2025 and 2024, fair value changes in trading securities, funds held and other investments recorded within the statement of operations relating to equity securities still held on the balance sheet date were $(30) million and $37 million, respectively.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 28

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 5. Investments

Restricted Assets

The carrying value of our restricted assets, including restricted cash of $311 million and $456 million as of March 31, 2025 and December 31, 2024, respectively, was as follows:


	March 31, 2025		December 31, 2024		Financial Statement Line Items where presented
	(in millions of U.S. dollars)
Collateral in trust for third party agreements	$	4,601	$	4,832	Fixed maturities Equity investments Other investments Restricted cash
Assets on deposit with regulatory authorities	66		63		Fixed maturities Other investments Restricted cash
Collateral for secured letter of credit facilities	35		45		Fixed maturities Restricted cash
Funds at Lloyd's (1)	219		229		Equity investments Other investments Restricted cash
	$	4,921	$	5,169

(1) We managed and provided capacity for one Lloyd's syndicate as of both March 31, 2025 and December 31, 2024. Lloyd's determines the required capital principally through the use of an internal model that calculates a solvency capital requirement for each syndicate. This capital is referred to as FAL and will be drawn upon in the event that a syndicate has a loss that cannot be funded from other sources.

6. DERIVATIVES AND HEDGING INSTRUMENTS

Accounting for Derivatives

Freestanding Derivatives

Freestanding derivatives are recorded on trade-dates and carried on the consolidated balance sheet either as assets within other assets or as liabilities within other liabilities at estimated fair value. We do not offset the estimated fair value amounts recognized for derivatives executed with the same counterparty under the same master netting agreement.

If a derivative is not designated as an accounting hedge or its use in managing risk does not qualify for hedge accounting, changes in the estimated fair value of the derivative are reported in fair value changes in trading securities, funds held and other investments included in our consolidated statements of operations.

Hedge Accounting

To qualify for hedge accounting, at the inception of the hedging relationship, we formally document the risk management objective and strategy for undertaking the hedging transaction, as well as the designation of the hedge.

We have qualifying net investment in foreign operation (“NIFO”) hedges. We recognize changes in the estimated fair value of the hedging derivatives within OCI, consistent with the translation adjustment for the hedged net investment in the foreign operation.

Our documentation sets forth how the hedging instrument is expected to hedge the designated risks related to the hedged item and also sets forth the method that will be used to retrospectively and prospectively assess the hedging instrument’s effectiveness. A derivative designated as a hedging instrument must be assessed as being highly effective in offsetting the designated risk of the hedged item. Hedge effectiveness is formally assessed at inception and at least quarterly throughout the life of the designated hedging relationship. Assessments of hedge effectiveness are also subject to interpretation and estimation and different interpretations or estimates may have a material effect on the amount reported in net income.

When hedge accounting is discontinued pursuant to a NIFO hedge (due to a revaluation, payment of a dividend or the disposal of our investment in a foreign operation), the derivative continues to be carried on the balance sheet at

Enstar Group Limited | First Quarter 2025 | Form 10-Q 29

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | 6. DERIVATIVES AND HEDGING INSTRUMENTS

its estimated fair value. Deferred gains and losses recorded in OCI pursuant to a discontinued NIFO hedge are recognized immediately in net foreign exchange losses (gains) in our consolidated statements of operations.

Embedded Derivatives

We are party to certain reinsurance agreements that have embedded derivatives. We also have embedded derivatives on our convertible bond portfolio, recorded within fixed maturities, trading on the consolidated balance sheets. We assess each identified embedded derivative to determine whether it is required to be bifurcated. The embedded derivative is bifurcated from the host contract and accounted for as a freestanding derivative if:

•the combined instrument is not accounted for in its entirety at estimated fair value with changes in estimated fair value recorded in net income;

•the terms of the embedded derivative are not clearly and closely related to the economic characteristics of the host contract; and

•a separate instrument with the same terms as the embedded derivative would qualify as a derivative instrument.

Such embedded derivatives are carried on the consolidated balance sheet at estimated fair value with the host contract and changes in their estimated fair value are generally reported within fair value changes in trading securities, funds held and other investments.

Derivative Strategies

We are exposed to various risks relating to our ongoing business operations, including interest rate, foreign currency exchange rate, credit and equity price risks. We use a variety of strategies to manage these risks, including the use of derivatives.

Derivatives are financial instruments with values derived from interest rates, foreign currency exchange rates, credit spreads and/or other financial indices. The types of derivatives we use include swaps and forwards.

Foreign Currency Derivatives

We use foreign currency exchange rate derivatives, including foreign currency forwards, to reduce the risk from fluctuations in foreign currency exchange rates associated with our assets and liabilities denominated in foreign currencies. We also use foreign currency derivatives to hedge the foreign currency exchange rate risk associated with certain of our net investments in foreign operations.

In a foreign currency forward transaction, we agree with another party to deliver a specified amount of an identified currency at a specified future date. The price is agreed upon at the time of the contract and payment for such a contract is made at the specified future date. We utilize foreign currency forwards in fair value, NIFO hedges and nonqualifying hedging relationships.

Interest Rate Derivatives

We use interest rate derivatives, specifically interest rate swaps, to reduce our exposure to changes in interest rates.

Interest rate swaps are used by us primarily to reduce market risks from changes in interest rates and to alter interest rate exposure arising from mismatches between assets and liabilities (duration mismatches). In an interest rate swap, we agree with another party to exchange, at specified intervals, the difference between fixed rate and floating rate interest amounts as calculated by reference to an agreed notional amount. We utilize interest rate swaps in nonqualifying hedging relationships.

In June 2024, we entered into four one-month forward interest rate swaps each with a different underlying swap term of 2 to 5 years, receiving a fixed rate and paying a floating rate with a notional value of $125 million to (1) partially mitigate the risk that interest rates could decrease prior to our receipt of the premium consideration and (2) reduce asset and liability mismatch risk driven by investment restrictions for the LPT transaction related to property catastrophe and COVID-19 exposures that was signed and closed in June 2024.

In December 2024, we entered into three three-month forward interest rate swaps, receiving a fixed rate and paying a floating rate with a notional value of $823 million, £252 million, and €383 million to partially mitigate the risk that interest rates could decrease prior to our receipt of the consideration for the LPT transaction related to a diversified mix of business including liability, professional risk, and motor signed in December, 2024. As the transaction had not yet closed prior to the expiration of the forward starting period, the three forward interest rate swaps were

Enstar Group Limited | First Quarter 2025 | Form 10-Q 30

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | 6. DERIVATIVES AND HEDGING INSTRUMENTS

terminated in March 2025 and three new three-month forward interest rate swaps were entered into, receiving a fixed rate and paying a floating rate with the same notional values and for the same purpose as the terminated forward interest rate swaps. For the three months ended March 31, 2025, we recognized a gain from fair value changes of $4 million related to the terminated interest rate swaps.

The following table presents the gross notional amounts and estimated fair values of our derivatives recorded within other assets and other liabilities on the consolidated balance sheets as of March 31, 2025 and December 31, 2024:


	March 31, 2025						December 31, 2024
	Gross Notional Amount		Fair Value (1)				Gross Notional Amount		Fair Value
			Assets		Liabilities				Assets		Liabilities
	(in millions of U.S. dollars)
Derivatives designated as hedging instruments
Foreign currency forward contracts	$	237	$	1	$	5	$	227	$	2	$	—

Derivatives not designated as hedging instruments
Foreign currency forward contracts	399		4		3		282		3		1
Interest rate swaps	1,687		7		—		1,660		—		6
Others	3		—		—		—		—		—
Total	$	2,326	$	12	$	8	$	2,169	$	5	$	7

(1) Refer to Note 10 for additional information regarding the fair value of our derivatives.

The following table presents the net gains and losses relating to our derivative instruments for the three months ended March 31, 2025 and 2024:


			Amount of Net Gains (Losses)
	Financial statement line item where gain (loss) is recognized on derivatives	Three Months Ended
			2025		2024
			(in millions of U.S. dollars)
Derivatives designated as hedging instruments
Foreign currency forward contracts	Accumulated other comprehensive loss		$	(7)	$	7

Derivatives not designated as hedging instruments
Foreign currency forward contracts	Net foreign exchange (loss) gains		3		2
Interest rate swaps	Fair value changes in trading securities, funds held and other investments		11		—

Enstar Group Limited | First Quarter 2025 | Form 10-Q 31

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 7. Deferred Charge Assets

7. DEFERRED CHARGE ASSETS

If, at the inception of a retroactive reinsurance contract, the estimated liabilities for losses and LAE exceed the consideration received, a deferred charge asset (“DCA”) is recorded for this difference.

We amortize the DCA balances over the estimated claim payment period of the related contracts with the amortization prospectively adjusted at each reporting period to reflect new estimates of the pattern and timing of remaining losses and LAE payments.

The following table presents a summary of the DCA balances and related activity for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
	2025		2024

	(in millions of U.S. dollars)
Beginning carrying value	$	745		$	731
Recorded during the period	4			—

Amortization	(30)			(30)

Ending carrying value	$	719		$	701

8. LOSSES AND LOSS ADJUSTMENT EXPENSES

The liability for losses and LAE, also referred to as loss reserves, represents both gross estimates before reinsurance for unpaid reported losses (Outstanding Loss Reserves, or "OLR") and losses that have been incurred but not yet reported ("IBNR") estimated using actuarial methods. We recognize an asset for the portion of the liability that we expect to recover from reinsurers. LAE reserves include allocated LAE ("ALAE") and unallocated LAE ("ULAE"). ALAE are linked to the settlement of an individual claim or loss, whereas ULAE are based on our estimates of future costs to administer the claims. IBNR includes amounts for unreported claims, development on known claims and reopened claims.

Our loss reserves cover multiple lines of business, including asbestos, environmental, general casualty, workers' compensation, marine, aviation and transit, construction defect, professional indemnity/directors and officers, motor, property and other non-life lines of business. We complete most of our annual loss reserve studies in the fourth quarter of each year and, as a result, tend to record the largest movements, both favorable and adverse, to net incurred losses and LAE in this period.

We have elected to apply the fair value option for certain reinsurance contracts including loss portfolio transfers ("LPTs") and reinsurance to close ("RITC") transactions. This is an irrevocable election that applies to all balances under the reinsurance contract, including reinsurance balances recoverable on paid and unpaid losses and the liability for losses and LAE. The primary reason for electing the fair value option was to reduce the earnings volatility created by carrying the liabilities for losses and LAE at cost and the assets supporting those liabilities at fair value. During 2017 and 2018, we elected the fair value option on select new business and classified the supporting portfolio investments as trading securities, whereby all changes in fair value were recorded in the statements of operations. Commencing in 2019, we discontinued electing the fair value option on new business in order to better align with our evolving investment objectives.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 32

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 8. Losses and Loss Adjustment Expenses

The table below provides a consolidated reconciliation of the beginning and ending liability for losses and LAE:


	Three Months Ended
	March 31,
		2025		2024
		(in millions of U.S. dollars)
Balance as of beginning of period		$	11,404	$	12,359



Reinsurance reserves recoverable on unpaid losses		(628)		(774)





Net balance as of beginning of period		10,776		11,585
Net incurred losses and LAE:
Current period:
Increase in estimates of net ultimate losses		3		5

Total current period		3		5
Prior periods:
Reduction in estimates of net ultimate losses		(8)		(6)
Reduction in provisions for ULAE		(21)		(17)

Amortization of fair value adjustments		5		3
Changes in fair value - fair value option (1)		5		(4)
Total prior periods		(19)		(24)
Total net incurred losses and LAE		(16)		(19)
Net paid losses:

Prior periods		(739)		(670)
Total net paid losses		(739)		(670)
Other changes:
Effect of exchange rate movement		66		(69)



Assumed business (2)		358		—


Total other changes		424		(69)
Net balance as of March 31		10,445		10,827
Reinsurance reserves recoverable on unpaid losses		636		723

Balance as of March 31		$	11,081	$	11,550

	As of
		March 31, 2025		December 31, 2024
	(in millions of U.S. dollars)
Reconciliation to Consolidated Balance Sheets:
Losses and loss adjustment expenses		$	10,085	$	10,407
Losses and loss adjustment expenses, at fair value		996		997
Total losses and loss adjustment expenses		$	11,081	$	11,404

Reinsurance balances recoverable on paid and unpaid losses		$	522	$	533
Reinsurance balances recoverable on paid and unpaid losses - fair value option		194		179
Total reinsurance balances recoverable on paid and unpaid losses		716		712
Less: Paid losses recoverable		(80)		(84)

Reinsurance reserves recoverable on unpaid losses		$	636	$	628

(1) Comprises discount rate and risk margin components.

(2) Amounts from 2025 correspond to the net loss reserves assumed from signed and closed reinsurance agreements described in Note 3, as well as other individually insignificant closed transactions.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 33

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 8. Losses and Loss Adjustment Expenses

Prior Period Development

Reduction in Estimates of Net Ultimate Losses

The following table summarizes the change in estimates of net ultimate losses related to prior years in our Run-off segment by line of business:


	Three Months Ended
	March 31, 2025		March 31, 2024
	(in millions of U.S. dollars)

Asbestos	$	—	$	(24)
Environmental	—		25
General casualty	17		18
Workers' compensation	(5)		(2)

Construction defect	1		2
Professional indemnity/ Directors and officers	(5)		(29)
Motor	(7)		4
Property	—		(1)
All other	(9)		1
Total	(8)		(6)

Three Months Ended March 31, 2025:

The reduction in estimates of net ultimate losses of $8 million was driven by favorable developments on our all other, motor, workers’ compensation, and professional indemnity / directors and officers of $9 million, $7 million, $5 million, and $5 million, respectively. This is a result of favorable claims experience, most notably in the 2024 acquisition year.

The results were partially offset by adverse development on our general casualty line of business of $17 million as a result of adverse claims experience.

Three Months Ended March 31, 2024:

The prior period reduction in estimates of net ultimate losses of $6 million was driven by favorable development across multiple lines of business. The primary drivers included favorable development on our professional indemnity / directors and officers line of business of $29 million, driven by favorable claims experience, and favorable development on our asbestos line of business of $24 million resulting from actuarial analysis. These were partially offset by adverse development on our general casualty line of business of $18 million, driven by adverse claims experience, and adverse development on our environmental line of business of $25 million due to results from actuarial reviews in the period.

Reduction in Provisions for ULAE

Three Months Ended March 31, 2025 and 2024:

The favorable reductions in provisions for ULAE for the three months ended March 31, 2025 and 2024 were driven by corresponding reductions in loss reserves and the associated estimated cost of managing such liabilities, and offsets corresponding expenses incurred within general and administrative expenses each period.

Changes in Fair Value - Fair Value Option

Three Months Ended March 31, 2025 and 2024:

PPD for the three months ended March 31, 2025 was adversely impacted by changes in the fair value of liabilities for which we have elected the fair value option by $5 million, which was primarily a result of a normal accretion of discount.

For the comparative period, PPD was favorably impacted by changes in the fair value of liabilities for which we have elected the fair value option of $4 million, which was primarily driven by an increase in U.K. corporate bond yields during the first quarter of 2024.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 34

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 9. Defendant Asbestos and Environmental Liabilities

9. DEFENDANT ASBESTOS AND ENVIRONMENTAL LIABILITIES

The carrying value of the defendant asbestos and environmental liabilities (“defendant A&E liabilities”), insurance recoveries, future estimated expenses and the fair value adjustments related to DCo and Morse TEC was as follows:


	March 31, 2025		December 31, 2024
	(in millions of U.S. dollars)
Defendant A&E liabilities:
Defendant asbestos liabilities	$	685	$	706
Defendant environmental liabilities	9		9
Estimated future expenses	31		32
Fair value adjustments	(196)		(202)
Defendant A&E liabilities	529		545

Insurance balances recoverable:
Insurance recoverables related to defendant asbestos liabilities (net of allowance: 2025 and 2024 - $4) (1)	212		216
Fair value adjustments	(43)		(44)
Insurance balances recoverable	169		172

Net liabilities relating to defendant A&E exposures	$	360	$	373

(1) A significant portion of the insurance recoverable of $98 million established as part of acquisition accounting in 2019 has been subject to a prolonged contractual coverage dispute. During the quarter, we received a favorable judgment on coverage. While the matter is unsettled and is subject to further legal proceedings and appeal by the insurance company, it could result in significant favorable outcome to us in future periods.

The table below provides a consolidated reconciliation of the beginning and ending liability for defendant A&E liabilities:


	Three Months Ended
	March 31,
	2025		2024
	(in millions of U.S. dollars)
Balance as of January 1	$	545	$	567

Insurance balances recoverable	(172)		(172)


Net balance as of January 1	373		395

Amounts recorded in defendant asbestos and environmental expenses:

Reduction in estimated future expenses	(1)		(1)
Amortization of fair value adjustments	5		4
Total defendant asbestos and environmental expenses	4		3

Total paid claims	(17)		(12)
Net balance as of March 31	360		386
Insurance balances recoverable	169		170
Balance as of March 31	$	529	$	556

Enstar Group Limited | First Quarter 2025 | Form 10-Q 35

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 10. Fair Value Measurements

10. FAIR VALUE MEASUREMENTS

Fair Value Hierarchy

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the "exit price") in an orderly transaction between market participants. We use a fair value hierarchy that gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. The hierarchy is broken down into three levels as follows:

•Level 1 - Valuations based on unadjusted quoted prices in active markets that we have the ability to access for identical assets or liabilities. Valuation adjustments and block discounts are not applied to Level 1 instruments.

•Level 2 - Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices for identical assets or liabilities in inactive markets, or significant inputs that are observable (e.g. interest rates, yield curves, prepayment speeds, default rates, loss severities, etc.) or can be corroborated by observable market data.

•Level 3 - Valuations based on unobservable inputs where there is little or no market activity. Unadjusted third party pricing sources or management's assumptions and internal valuation models may be used to determine the fair values.

In addition, certain of our other investments are measured at fair value using net asset value ("NAV") per share (or its equivalent) as a practical expedient and have not been classified within the fair value hierarchy as defined above.

There have been no material changes in our valuation techniques during the period represented by these unaudited condensed consolidated financial statements.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 36

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 10. Fair Value Measurements

We have categorized our assets and liabilities that are recorded at fair value on a recurring and nonrecurring basis among levels based on the observability of inputs, or at fair value using NAV per share (or its equivalent) as follows:


	March 31, 2025
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Measured Using NAV as Practical Expedient		Total Fair Value
	(in millions of U.S. dollars)
Investments:
Short-term and fixed maturity investments:
U.S. government and agency	$	—	$	579	$	—	$	—	$	579
U.K. government	—		53		—		—		53
Other government	—		364		—		—		364
Corporate	—		3,414		13		—		3,427
Municipal	—		105		—		—		105
Residential mortgage-backed	—		444		—		—		444
Commercial mortgage-backed	—		742		—		—		742
Asset-backed	—		759		30		—		789


	$	—	$	6,460	$	43	$	—	$	6,503

Funds held (1)	$	70	$	2,209	$	4	$	74	$	2,357
Equities:
Privately held equity investments	$	—	$	—	$	384	$	71	$	455
Publicly traded equity investments	143		9		1		—		153
Exchange-traded funds	135		—		—		—		135
Warrant and others	—		—		16		—		16
	$	278	$	9	$	401	$	71	$	759
Other investments:

Private equity funds	$	—	$	—	$	—	$	1,949	$	1,949
Private credit funds	—		386		—		529		915
Hedge funds	—		—		—		386		386
Fixed income funds	—		5		—		370		375
Real estate fund	—		—		—		427		427
CLO equity funds	—		—		—		124		124
CLO equities	—		25		—		—		25
Equity funds	—		5		—		—		5

	$	—	$	421	$	—	$	3,785	$	4,206
Total Investments, excluding funds held by reinsured companies and equity method investments	$	348	$	9,099	$	448	$	3,930	$	13,825


Reinsurance balances recoverable on paid and unpaid losses:	$	—	$	—	$	194	$	—	$	194



Other Assets:
Derivatives qualifying as hedging	$	—	$	1	$	—	$	—	$	1
Derivatives not qualifying as hedging	—		11		—		—		11
Derivative instruments	$	—	$	12	$	—	$	—	$	12

Losses and LAE:	$	—	$	—	$	996	$	—	$	996

Other Liabilities:
Derivatives qualifying as hedging	$	—	$	5	$	—	$	—	$	5
Derivatives not qualifying as hedging	—		3		—		—		3
Derivative instruments	$	—	$	8	$	—	$	—	$	8

(1) The difference in the amount of funds held shown at fair value and the funds held shown in our unaudited condensed consolidated balance sheet relates to the $2.3 billion of funds held by reinsured companies carried at amortized cost as of March 31, 2025.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 37

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 10. Fair Value Measurements


	December 31, 2024
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Measured Using NAV as Practical Expedient		Total Fair Value
	(in millions of U.S. dollars)
Investments:
Short-term and fixed maturity investments:
U.S. government and agency	$	—	$	420	$	—	$	—	$	420
U.K government	—		44		—		—		44
Other government	—		359		—		—		359
Corporate	—		3,244		17		—		3,261
Municipal	—		109		—		—		109
Residential mortgage-backed	—		421		—		—		421
Commercial mortgage-backed	—		784		—		—		784
Asset-backed	—		742		30		—		772


	—		6,123		47		—		6,170

Funds held (1)	$	70	$	2,305	$	5	$	71	$	2,451
Equities:
Privately held equity investments	$	—	$	—	$	389	$	71	$	460
Publicly traded equity investments	166		9		1		—		176
Exchange-traded funds	151		—		—		—		151
Warrant and others	—		—		16		—		16
	$	317	$	9	$	406	$	71	$	803
Other investments:
Private equity funds	$	—	$	—	$	—	$	1,926	$	1,926
Private credit funds	—		363		—		501		864
Hedge funds	—		—		—		410		410
Real estate funds	—		—		—		401		401
Fixed income funds	—		5		—		364		369
CLO equity funds	—		—		—		162		162
CLO equities	—		52		—		—		52
Equity funds	—		4		—		—		4

	$	—	$	424	$	—	$	3,764	$	4,188
Total Investments, excluding funds held by reinsured companies and equity method investments	$	387	$	8,861	$	458	$	3,906	$	13,612


Reinsurance balances recoverable on paid and unpaid losses:	$	—	$	—	$	179	$	—	$	179



Other Assets:
Derivatives qualifying as hedging	$	—	$	2	$	—	$	—	$	2
Derivatives not qualifying as hedging	—		3		—		—		3
Derivative instruments	$	—	$	5	$	—	$	—	$	5

Losses and LAE:	$	—	$	—	$	997	$	—	$	997

Other Liabilities:

Derivatives not qualifying as hedging	$	—	$	7	$	—	$	—	$	7

(1) The difference in the amount of funds held shown at fair value and the funds held shown in our consolidated balance sheet relates to the $2.5 billion of funds held by reinsured companies carried at amortized cost as of December 31, 2024.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 38

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 10. Fair Value Measurements

Level 3 Measurements and Changes in Leveling

Transfers into or out of levels are recorded at their fair values as of the end of the reporting period, consistent with the date of determination of fair value.

Investments

The following table presents a reconciliation of the beginning and ending balances for all investments measured at fair value on a recurring basis using Level 3 inputs:


	Three Months Ended
	March 31, 2025
	Fixed maturity investments		Equities					Total
	Corporate			Asset-backed		Privately-held Equities				Public Equities			Warrants and Other
	(in millions of U.S. dollars)
Beginning fair value	$	17		$	30	$	389	$	1		$	16		$	453

Sales and paydowns	(5)			—		—		—			—			(5)
Total fair value changes in trading securities, funds held and other investments (1)	1			—		(5)		—			—			(4)


Ending fair value	$	13		$	30	$	384	$	1		$	16		$	444


	Three Months Ended
	March 31, 2024
	Fixed maturity investments		Equities					Total
	Corporate			Asset-backed		Privately-held Equities					Public Equities
	(in millions of U.S. dollars)
Beginning fair value	$	12		$	11	$	299		$	1		$	323


Total fair value changes in trading securities, funds held and other investments (1)	—			—		(2)			—			(2)
Transfer into Level 3 from Level 2	5			15		—			—			20

Ending fair value	$	17		$	26	$	297		$	1		$	341

(1) Fair value changes in trading securities, funds held and other investments included in our consolidated statements of operations is equal to the change in fair value changes in trading securities, funds held and other investments relating to assets held at the end of the reporting period.

Fair value changes in trading securities, funds held and other investments related to Level 3 assets in the tables above are included in fair value changes in trading securities, funds held and other investments in our consolidated statements of operations.

Transfers into Level 3 are primarily attributable to the lack of observable market transactions and price information and the use of unobservable inputs within valuation methodologies.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 39

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 10. Fair Value Measurements

Valuation Techniques and Inputs

The table below presents the quantitative information related to the fair value measurements for our fixed maturity and equity investments measured at fair value on a recurring and non-recurring basis using Level 3 inputs:

Qualitative Information about Level 3 Fair Value Measurements

Valuation Techniques

Fair Value as of March 31, 2025

Unobservable Input

Range (Average) (1)

(in millions of U.S. dollars)

Recurring basis:

Fixed maturities

Corporate

Discounted cash flow

YTM; implied total yield

6.04% - 9.65%

Asset-backed

Discounted cash flow

YTM

6.32% - 9.41%

Total fixed maturities

Equity investments

Privately held equity investments

Guideline company methodology;
Option pricing model

220

P/BV multiple
P/BV (excluding AOCI) multiple
Expected term

1.3x - 1.8x

1.3x -1.7x

1-3 years

Guideline companies method

P/BV multiple
Price/2025 earnings

1.6x - 1.7x

8x - 9.5x

Guideline companies method

LTM Enterprise Value/ EBITDA multiples

14.5x - 15.9x

Earnings

Multiple on earnings

Dividend discount model

Discount rate

7.4%

383

Publicly traded equity investments

Discounted cash flow

Implied total yield

8.50%

Warrants and Other

Black-Scholes model

Expected term in years

9.5 years

Total recurring equity Investments

400

Non-recurring basis:

Privately held equity investments

Cost as approximation of fair value

Total Recurring and Non-recurring equity investments

401

(1) The average represents the arithmetic average of the inputs and is not weighted by the relative fair value.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 40

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 10. Fair Value Measurements

Funds Held by Reinsured Companies - Embedded Derivative

As described in Note 5, we have an embedded derivative in relation to the Aspen LPT transaction to account for the fair value of the full crediting rate we expect to earn on the funds withheld received as consideration.

The following table presents a reconciliation of the beginning and ending balances for the embedded derivative measured at fair value on a recurring basis using Level 3 inputs:


	Three Months Ended March 31,
	2025		2024
	(in millions of U.S. dollars)
Beginning fair value	$	5	$	40

Total fair value changes	(1)		(18)

Ending fair value	$	4	$	22

Fair value changes in trading securities, funds held and other investments in the table above are included in fair value changes in trading securities, funds held and other investments in our unaudited condensed consolidated statements of operations.

Valuations Techniques and Inputs

The table below presents the qualitative information related to the fair value measurements for the embedded derivative on our funds held by reinsured companies measured at fair value on a recurring basis using Level 3 inputs:

Qualitative Information about Level 3 Fair Value Measurements

Valuation Techniques

Fair Value as of March 31, 2025

Unobservable Input

Average

(in millions of U.S. dollars)

Monte Carlo simulation model;
Discounted cash flow analysis

Volatility rate; Expected Loss Payments

3.46%

$210 million

Insurance Contracts - Fair Value Option


	Three Months Ended March 31,
	2025						2024
	Liability for losses and LAE		Reinsurance balances recoverable		Net		Liability for losses and LAE		Reinsurance balances recoverable		Net
	(in millions of U.S. dollars)
Beginning fair value	$	997	$	183	$	814	$	1,163	$	217	$	946

Incurred losses and LAE:
(Reduction) increase in estimates of ultimate losses	(2)		1		(3)		(6)		(9)		3
Reduction in unallocated LAE	(1)		—		(1)		(2)		—		(2)
Change in fair value due to changes in :
Average payout	9		1		8		10		2		8
Corporate bond yield	(3)		—		(3)		(16)		(3)		(13)
Risk cost of capital	—		—		—		1		—		1


Total change in fair value	6		1		5		(5)		(1)		(4)
Total incurred losses and LAE	3		2		1		(13)		(10)		(3)
Paid losses	(26)		6		(32)		(39)		(6)		(33)

Effect of exchange rate movements	22		3		19		(13)		6		(19)
Ending fair value	$	996	$	194	$	802	$	1,098	$	207	$	891

Enstar Group Limited | First Quarter 2025 | Form 10-Q 41

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 10. Fair Value Measurements

Below is a summary of the quantitative information regarding the significant observable and unobservable inputs used in the internal model to determine fair value on a recurring basis:

Valuation Technique

March 31, 2025

December 31, 2024

Unobservable (U) and Observable (O) Inputs

Weighted Average

Internal model

Corporate bond yield (O)

A Rated

Internal model

Credit spread for Instrument-specific credit risk (U)

0.40%

Internal model

Risk cost of capital (U)

6.15%

Internal model

Weighted average cost of capital (U)

9.25%

Internal model

Average payout - liability (U)

8.01 years

8.10 years

Internal model

Average payout - reinsurance balances recoverable on paid and unpaid losses (U)

8.04 years

8.39 years

The fair value of the liability for losses and LAE and reinsurance balances recoverable on paid and unpaid losses may increase or decrease due to changes in the corporate bond rate, the credit spread for non-performance risk, the risk cost of capital, the weighted average cost of capital and the estimated payment pattern.

In addition, the estimate of the capital required to support the liabilities is based upon current industry standards for capital adequacy.

Changes in the fair value due to changes in average payout and corporate bond yields are included in net incurred losses and loss adjustment expenses in our unaudited condensed consolidated statements of operations. Changes in the fair value due to changes in credit spread for Instrument-specific credit risk are classified to other comprehensive income.

Disclosure of Fair Values for Financial Instruments Carried at Cost

Senior and Junior Subordinated Notes

The following table presents the fair values of our Senior and Junior Subordinated Notes carried at amortized cost:


	March 31, 2025
	Amortized Cost		Fair Value
	(in millions of U.S. dollars)
4.95% Senior Notes due 2029	$	497	$	498
3.10% Senior Notes due 2031	496		432
Total Senior Notes	$	993	$	930
5.75% Junior Subordinated Notes due 2040	$	116	$	117
5.50% Junior Subordinated Notes due 2042	494		487
7.50% Junior Subordinated Notes due 2045	345		355

Total Junior Subordinated Notes	$	955	$	959
Total debt	$	1,948	$	1,889

The fair value of our Senior Notes and our Junior Subordinated Notes was based on observable market pricing from a third-party pricing service.

Both the Senior Notes and Junior Subordinated Notes are classified as Level 2.

Insurance Contracts

Disclosure of fair value of amounts relating to insurance contracts is not required, except those for which we elected the fair value option, as described above.

Remaining Financial Assets and Liabilities

Our remaining financial assets and liabilities were generally carried at cost or amortized cost, which due to their short-term nature approximates fair value as of March 31, 2025 and December 31, 2024.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 42

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 11. Variable Interest Entities

11. VARIABLE INTEREST ENTITIES

We have investments in certain limited partnership funds which are deemed to be variable interest entities ("VIEs"). The activities of these VIEs are generally limited to holding investments and our involvement in these entities is passive in nature. We consolidate all VIEs in which we are considered to be the primary beneficiary.

GCM Fund

In July 2022, we entered into an agreement to become a limited partner of GCM Blue Sails Infrastructure Offshore Opportunities Fund, L.P. (“GCM Fund”), with an initial commitment of $150 million. We performed an assessment and concluded that as a result of being a limited partner and having no substantive kick-out or participating rights, the GCM Fund is a VIE. We also concluded that we are the primary beneficiary, as our 99.5% economic interest in the GCM Fund is disproportionately greater than our lack of stated power to direct the activities of the GCM Fund that will most significantly impact the GCM Fund’s economic performance. As a result, we have consolidated the results of the GCM Fund. There was no gain or loss recognized on consolidation.

We recognize the results of the GCM Fund on a one quarter lag. As of March 31, 2025, $115 million of the initial commitment has been called. The carrying amounts of the assets and liabilities of the GCM Fund are presented within existing captions in our consolidated balance sheet as of March 31, 2025. Net investment income, changes in the fair value of assets and liabilities of the GCM Fund and management fees are presented within existing captions in the consolidated statements of operations.

We recognized fair value changes in trading securities, funds held and other investments of $4 million and $1 million for the three months ended March 31, 2025 and 2024, respectively.

Our exposure to risk of loss is limited to the amount of our investment, in accordance with the limited partnership agreement. We have not committed to provide any financial support to the general partner of the GCM Fund. In addition, we have not committed to provide any additional financial support to the GCM Fund in excess of previously funded capital commitments and all undistributed profits and income.

The assets of Enstar are not available to the creditors of the GCM Fund.

Nonconsolidated VIEs

The tables below present the fair value of our investments in nonconsolidated VIEs as well as our maximum exposure to loss associated with these VIEs:


	March 31, 2025						December 31, 2024
	Fair Value		Unfunded Commitments		Maximum Exposure to Loss		Fair Value		Unfunded Commitments		Maximum Exposure to Loss
	(in millions of U.S. dollars)
Equities
Publicly traded equity investment in common stock	$	56	$	—	$	56	$	59	$	—	$	59
Privately Held Equity	57		9		66		61		—		61
Total	$	113	$	9	$	122	$	120	$	—	$	120
Other investments
Hedge funds	$	386	$	—	$	386	$	410	$	—	$	410
Fixed income funds	370		34		404		365		34		399
Private equity funds	1,450		463		1,913		1,442		501		1,943
CLO equity funds	124		—		124		162		—		162
Private credit funds	696		206		902		638		231		869
Real estate funds	172		130		302		162		137		299

Total	$	3,198	$	833	$	4,031	$	3,179	$	903	$	4,082
Total investments in nonconsolidated VIEs	$	3,311	$	842	$	4,153	$	3,299	$	903	$	4,202

Enstar Group Limited | First Quarter 2025 | Form 10-Q 43

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 12. Debt Obligations

12. DEBT OBLIGATIONS

We utilize debt financing and credit facilities primarily for funding acquisitions and significant new business, investment activities and, from time to time, for general corporate purposes.

Our debt obligations were as follows:


					March 31, 2025				December 31, 2024
Facility	Origination	Term	Principal		(Unamortized Cost) / Fair Value Adjustments		Carrying Value		(Unamortized Cost) / Fair Value Adjustments		Carrying Value
			(in millions of U.S. dollars)

4.95% Senior Notes due 2029	May 2019	10 years	$	500	$	(3)	$	497	$	(3)	$	497
3.10% Senior Notes due 2031	August 2021	10 years	500		(4)		496		(4)		496
Total Senior Notes							993				993
5.75% Junior Subordinated Notes due 2040 (1)	August 2020	20 years	117		(1)		116		(4)		346
5.50% Junior Subordinated Notes due 2042	January 2022	20 years	500		(6)		494		(6)		494
7.50% Junior Subordinated Notes due 2045	March 2025	20 years	350		(5)		345		—		—
Total Junior Subordinated Notes							955				840
EGL Revolving Credit Facility (2)	May 2023	5 years					—				—
Total debt obligations							$	1,948			$	1,833

(1) As of December 31, 2024 the principal amount of these notes were $350 million.

(2) Origination date on EGL Revolving Credit Facility represents the date of the most recent amendment and restatement.

Junior Subordinated Notes

During the first quarter of 2025, we completed the issuance and sale of $350 million in aggregate principal amount of our 7.50% Fixed-Rate Reset Junior Subordinated Notes due 2045, resulting in $345 million of proceeds, net of $5 million of debt issuance costs. We also completed a cash tender offer for a portion of our 5.75% Fixed-Rate Reset Junior Subordinated Notes due 2040 that are subject to an interest rate reset beginning September 1, 2025, at a fixed rate per annum equal to the five-year U.S. treasury rate calculated as of two business days prior to the beginning of such five-year period plus 5.468%. The aggregate principal amount tendered was $233 million and we recorded a loss on the partial extinguishment of $3 million during the first quarter of 2025, which was included within general and administrative expenses in our consolidated statement of operations. The remaining $117 million will be callable as of September 1, 2025 for the outstanding 5.75% Fixed-Rate Reset Junior Subordinated Notes due 2040 at 100% of par value plus accrued and unpaid interest.

The 7.50% Fixed-Rate Reset Junior Subordinated Notes will bear interest (a) from the date of original issue to, but excluding, April 1, 2035, at the fixed rate of 7.50% per annum and (b) from, and including, April 1, 2035, during each five-year period thereafter, at a rate per annum equal to the five-year Treasury Rate as of two business days prior to the beginning of such five-year period plus 3.186%, as reset at the beginning of each such five-year period. Interest will be paid in arrears on April 1 and October 1 of each year, commencing on October 1, 2025. If, as of any interest payment date, a Mandatory Deferral Event (as defined below) has occurred and is continuing, the Company will be required to defer payment of all (and not less than all) of the interest accrued on the Junior Subordinated Notes as of such interest payment date. A “Mandatory Deferral Event” will be deemed to have occurred if the Company or all of its subsidiaries that are regulated insurance or reinsurance companies (or part of such regulatory group) are in breach of the enhanced capital requirements under applicable insurance supervisory laws (the “Enhanced Capital Requirements”), or would breach such Enhanced Capital Requirements if payment of accrued and unpaid interest on the Junior Subordinated Notes, together with any accrued and unpaid interest on any junior subordinated notes outstanding that rank equally in right of payment with the Junior Subordinated Notes, were made.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 44

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 13. Noncontrolling Interests

13. NONCONTROLLING INTERESTS

Noncontrolling Interests

As of March 31, 2025 and December 31, 2024, we had $6 million of non-controlling interests (“NCI”) primarily related to consolidated VIEs and voting interest entities, for both periods.

A reconciliation of the beginning and ending carrying amount of the equity attributable to NCI is included in the unaudited condensed consolidated statements of changes in shareholder's equity.

14. SHAREHOLDERS' EQUITY

Ordinary Shares

The following is a reconciliation of our beginning and ending ordinary shares:


																					Total Voting Ordinary Shares




Beginning balance (1)																					15,241,316


Shares issued (2)																					24,542
Retired treasury stock (3)																					(356,140)
Balance as of March 31, 2025 (1)																					14,909,718

(1) Includes 2,035 shares of restricted stock.

(2) Ordinary Shares issued in relation to share-based compensation plan awards and the Employee Share Purchase Plan.

(3) The remaining 356,140 shares held in the Enstar Group Limited Benefit Trust (“EB Trust”) were cancelled on January 21, 2025.

Dividends on Preferred Shares

During the three months ended March 31, 2025 and 2024, we declared and paid dividends on Series D Preferred Shares of $7 million and on Series E Preferred Shares of $2 million for both periods.

Accumulated Other Comprehensive Income (Loss)

The following tables present a roll forward of accumulated other comprehensive income (loss):


	Three Months Ended
	March 31,
	2025
	Unrealized (losses) gains on available-for-sale investments		Cumulative currency translation adjustment		FVO - Own credit Adjustment		Total
	(in millions of U.S. dollars)
Balance December 31, 2024, net of tax	$	(361)	$	10	$	10	$	(341)
Unrealized gains on fixed maturities, AFS arising during the period	64		—		—		64

Reclassification adjustment for net realized losses included in net income	2		—		—		2







Other comprehensive income	66		—		—		66

Balance March 31, 2025, net of tax	$	(295)	$	10	$	10	$	(275)

Enstar Group Limited | First Quarter 2025 | Form 10-Q 45

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 14. Shareholders' Equity


	Three Months Ended
	March 31,
	2024
	Unrealized (losses) gains on available-for-sale investments		Cumulative currency translation adjustment		FVO - Own credit Adjustment		Total
	(in millions of U.S. dollars)
Balance December 31, 2023, net of tax	$	(368)	$	12	$	20	$	(336)
Unrealized losses on fixed maturities, AFS arising during the period	(33)		—		—		(33)
Reclassification adjustment for change in allowance for credit losses recognized in net income	1		—		—		1
Reclassification adjustment for net realized losses included in net income	5		—		—		5

Change in currency translation adjustment	—		(1)		—		(1)





Other comprehensive loss	(27)		(1)		—		(28)

Balance March 31, 2024, net of tax	$	(395)	$	11	$	20	$	(364)

The following table presents details about the tax effects allocated to each component of other comprehensive income (loss):


	Three Months Ended
	March 31,
	2025						2024
	Before Tax Amount		Tax (Expense) Benefit		Net of Tax Amount		Before Tax Amount		Tax (Expense) Benefit		Net of Tax Amount
	(in millions of U.S. dollars)
Unrealized gains (losses) on fixed maturities, AFS arising during the period	$	67	$	(3)	$	64	$	(41)	$	8	$	(33)
Reclassification adjustment for change in allowance for credit losses recognized in net income	—		—		—		1		—		1
Reclassification adjustment for net realized losses included in net income	2		—		2		5		—		5

Change in currency translation adjustment	—		—		—		(1)		—		(1)





Other comprehensive income (loss)	$	69	$	(3)	$	66	$	(36)	$	8	$	(28)

The following tables present details of amounts reclassified from accumulated other comprehensive loss:


	Three Months Ended
Details about AOCI components	March 31,				Affected Line Item in Statement where Net Income are presented
	2025		2024
	(in millions of U.S. dollars)
Unrealized losses on fixed maturities, AFS	$	(2)	$	(6)		Net realized losses

Enstar Group Limited | First Quarter 2025 | Form 10-Q 46

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 15. Earnings Per Share

15. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted net earnings per ordinary share:


	Three Months Ended
	March 31,
	2025		2024
	(in millions of U.S. dollars, except share and per share data)
Numerator:



Net income attributable to Enstar ordinary shareholders:	$	50	$	119

Denominator:
Weighted-average ordinary shares outstanding — basic (1)	14,891,871		14,641,158
Effect of dilutive securities:
Share-based compensation plans (2)(3)	158,890		192,682



Weighted-average ordinary shares outstanding — diluted	15,050,761		14,833,840

Earnings per share attributable to Enstar ordinary shareholders:
Basic	$	3.36	$	8.13



Diluted	$	3.32	$	8.02

(1) For the three months ended March 31, 2024, weighted-average ordinary shares for basic earnings per share excludes ordinary shares held in the EB Trust in respect of Joint Share Ownership Plan ("JSOP") awards, which, as a result of us consolidating the EB Trust, are classified as treasury shares. On January 21, 2025 the JSOP awards were exercised, pursuant to the JSOP agreement, the remaining 356,140 shares held in the EB Trust were cancelled on January 21, 2025, for more information refer to Note 14 and Note 16.

(2) Share-based dilutive securities include restricted shares, restricted share units, directors’ restricted share units and performance share units. The number of potential ordinary shares excluded from diluted shares outstanding was 1,278 and 23,141 shares for the three months ended March 31, 2025 and 2024, respectively, because the effect of including those potential ordinary shares in the calculation would have been anti-dilutive. Securities may be anti-dilutive based on timing of forfeitures of share-based compensation awards or if the share price at grant date was greater than the average market price of our ordinary shares. Refer to Note 21 to the Consolidated Financial Statements included within our 2024 Form 10-K for additional information on the share-based compensation awards.

(3) Certain restricted share units and performance share units were converted from an equity award to a liability award during the year ended December 31, 2024. As a result, the applicable units no longer have a dilutive impact.

16. SHARE-BASED COMPENSATION

Joint Stock Ownership Plan Vesting

On January 20, 2025, the JSOP award vested at a market price of $327.00 per share and on January 21, 2025 the shares were exercised. As the market price exceeded the hurdle price and the performance condition based on growth in FDBVPS was met, 209,490 shares were issued to our Chief Executive Officer (“CEO”) (calculated as the market price of $327.00 less $205.89, multiplied by the 565,630 shares comprising the JSOP award, divided by the market price of $327.00). The remaining 356,140 shares held in the EB Trust were cancelled.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 47

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 17. Related Party Transactions

17. RELATED PARTY TRANSACTIONS

The following tables summarize our related party balances and transactions. Additional details about the nature of our relationships and transactions are disclosed in Note 24 to the consolidated financial statements in our 2024 Form 10-K.


As of March 31, 2025	Stone Point (1) (2)		Monument		AmTrust		Core Specialty		Other (3)
	(in millions of U.S. dollars)
Assets

Fixed maturities, trading, at fair value	$	17	$	—	$	—	$	—	$	—
Fixed maturities, AFS, at fair value	282		—		—		—		—
Equities, at fair value	155		—		220		—		—
Funds held	—		—		—		18		—
Other investments, at fair value	396		—		—		—		1,768
Equity method investments	—		20		—		285		13
Total investments	850		20		220		303		1,781
Cash and cash equivalents	23		—		—		—		—



Other assets	8		—		—		—		—
Liabilities
Losses and LAE	—		—		—		139		—


Other liabilities	2		—		—		6		—
Net assets	$	879	$	20	$	220	$	158	$	1,781

(1) As of March 31, 2025, investment funds managed by Stone Point Capital LLC ("Stone Point") own 1,451,196 of our Voting Ordinary Shares, which constitutes 9.7% of our outstanding Voting Ordinary Shares.

(2) As of March 31, 2025, we had unfunded commitments of $97 million to other investments, and $21 million to privately held equity managed by Stone Point and its affiliated entities.

(3) Other related party investments include investments in Positive Physicians Holdings, Inc, an equity method investment, and limited partnerships and partnership-like limited liabilities companies, for which had we not elected the fair value option, would otherwise be accounted for as equity method investments. We have disclosed our investments in these entities on an aggregated basis as they are individually immaterial.


As of December 31, 2024	Stone Point		Monument		AmTrust		Core Specialty		Other
	(in millions of U.S. dollars)
Assets


Fixed maturities, trading, at fair value	$	23	$	—	$	—	$	—	$	—
Fixed maturities, AFS, at fair value	283		—		—		—		—
Equities, at fair value	156		—		222		—		—
Funds held	—		—		—		18		—
Other investments, at fair value	424		—		—		—		1,754
Equity method investments	—		19		—		281		13
Total investments	886		19		222		299		1,767
Cash and cash equivalents	38		—		—		—		—



Other assets	6		—		—		10		—
Liabilities
Losses and LAE	—		—		—		152		—

Other liabilities	1		—		—		—		—
Net assets	$	929	$	19	$	222	$	157	$	1,767

Enstar Group Limited | First Quarter 2025 | Form 10-Q 48

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Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 17. Related Party Transactions


	Three Months Ended
	March 31, 2025
	Stone Point		Monument		AmTrust		Core Specialty		Other
	(in millions of U.S. dollars)
REVENUES


Net investment income	$	2	$	—	$	2	$	—	$	3

Fair value changes in trading securities, funds held and other investments	4		—		(3)		—		16

Total revenues	6		—		(1)		—		19
EXPENSES
Net incurred losses and LAE	—		—		—		10		—




Total expenses	—		—		—		10		—
Income from equity method investments	—		—		—		4		—
Total net income (loss)	$	6	$	—	$	(1)	$	(6)	$	19


	Three Months Ended
	March 31, 2024
	Stone Point		Monument		AmTrust		Core Specialty		Other
	(in millions of U.S. dollars)
REVENUES


Net investment income	$	2	$	—	$	2	$	—	$	3

Fair value changes in trading securities, funds held and other investments	26		—		(2)		—		12

Total revenues	28		—		—		—		15
EXPENSES
Net incurred losses and LAE	—		—		—		23		—




Total expenses	—		—		—		23		—
(Loss) income from equity method investments	—		(30)		—		26		(1)
Total net income (loss)	$	28	$	(30)	$	—	$	3	$	14

Enstar Group Limited | First Quarter 2025 | Form 10-Q 49

Table of Contents

Item 1 | Notes to the Unaudited Condensed Consolidated Financial Statements | Note 18. Commitments and Contingencies

18. COMMITMENTS AND CONTINGENCIES

Concentration of Credit Risk

We are subject to credit risk principally in relation to our:

i.investments, including equity method investments;

ii.cash and cash equivalents and restricted cash and cash equivalents;

iii.assets pledged to ceding companies under reinsurance contracts;

iv.(re)insurance balances recoverable on paid and unpaid losses; and

v.funds held by reinsured companies and funds held - directly managed (together funds held).

As of March 31, 2025, we had funds held concentrations to reinsurance counterparties exceeding 10% of shareholders’ equity of $3.7 billion (December 31, 2024: $3.8 billion) in aggregate. However, we generally have the contractual ability to offset any shortfall in the payment of the funds held balances with amounts owed by us.

We limit the amount of credit exposure to any one counterparty, and none of our counterparty credit exposures, excluding U.S. government and agency instruments and the reinsurance counterparties noted above, exceeded 10% of shareholders’ equity as of March 31, 2025. As of March 31, 2025, our credit exposure to the U.S. government and agency instruments was $1.1 billion (December 31, 2024: $917 million).

Legal Proceedings

We are, from time to time, involved in various legal proceedings in the ordinary course of business, including litigation and arbitration regarding claims. Estimated losses relating to claims arising in the ordinary course of business, including the anticipated outcome of any pending arbitration or litigation, are included in the liability for losses and LAE in our unaudited condensed consolidated balance sheets. In addition to claims litigation, we may be subject to other lawsuits and regulatory actions in the normal course of business, which may involve, among other things, allegations of underwriting errors or omissions, employment claims or regulatory activity. We do not believe that the resolution of any currently pending legal proceedings, either individually or taken as a whole, will have a material effect on our business, results of operations or financial condition. We anticipate that, similar to the rest of the (re)insurance industry, we will continue to be subject to litigation and arbitration proceedings in the ordinary course of business, including litigation generally related to the scope of coverage with respect to asbestos and environmental (“A&E”) and other claims.

Unfunded Investment Commitments

As of March 31, 2025, we had unfunded commitments of $1.2 billion to other investments, $25 million to equity method investments and $21 million to privately held equity. Included in the privately held equity amount, is a commitment we entered into to invest $10 million in an insurance-linked securities (“ILS”) arrangement through a Bermuda-based collateralized reinsurer, determined to be a related party, that will provide reinsurance capacity across a diversified portfolio of casualty programs.

Guarantees

As of March 31, 2025, and December 31, 2024 parental guarantees supporting reinsurance obligations, defendant A&E liabilities, subsidiary capital support arrangements and credit facilities were $2.4 billion and $2.5 billion, respectively. We also guarantee the 2040 and 2042 Junior Subordinated Notes, which have aggregate principal amounts of $617 million and $850 million as of March 31, 2025 and December 31, 2024, respectively.

19. SUBSEQUENT EVENTS

Transactions

Investment Commitments

During April, we entered into three commitments, including with related parties, to invest an aggregate of $120 million into private equity and private credit funds.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 50

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context indicates otherwise, the terms "Enstar," "we," "us" or "our" mean Enstar Group Limited and its consolidated subsidiaries.

The following discussion and analysis of our financial condition as of March 31, 2025 and our results of operations for the three months ended March 31, 2025 and 2024 should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this quarterly report and the audited consolidated financial statements and notes thereto included in our 2024 Form 10-K.

Some of the information contained in this discussion and analysis or included elsewhere in this quarterly report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and the timing of events could differ materially from those anticipated by these forward-looking statements as a result of many factors, including those discussed under "Cautionary Statement Regarding Forward-Looking Statements" and Item 1A of our 2024 Form 10-K.

Table of Contents


Section						Page
Operational Highlights						52
Consolidated Results of Operations — for the Three Months Ended March 31, 2025 and 202 4						53
•Overall Measures of Performance						56




•General and Administrative Expenses						59
Non-GAAP Financial Measures						60

Results of Operations by Segment — for the Three Months Ended March 31, 2025 and 2024						67

•Run-off Segment						67
•Investments Segment						68


Corporate and Other						72

Current Outlook						73



Liquidity and Capital Resources						75

Enstar Group Limited | First Quarter 2025 | Form 10-Q 51

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Item 2 | Management's Discussion and Analysis | Operational Highlights

Operational Highlights

Our consolidated results for the three months ended March 31, 2025 reflect our continued progress on providing capital release solutions to our clients by acquiring and managing their run-off portfolios.

Merger Agreement

On July 29, 2024, we entered into the Merger Agreement, under which all of Enstar’s issued and outstanding ordinary shares, par value $1.00 per share, will be converted into the right to receive $338 in cash per ordinary share, except for shares held by Sixth Street and certain shareholders who will reinvest in the merged entity. The total consideration to be paid to our shareholders in the Merger is $5.1 billion. Completion of the Merger remains subject to certain conditions, including certain regulatory approvals. The Merger is currently expected to close in mid-2025; however, no assurance can be given as to when, or if, the Merger will occur.

Capital and Other Activity

On March 18, 2025, we issued $350 million in aggregate principal amount of 7.50% Fixed-Rate Reset Junior Subordinated Notes due 2045. In conjunction with the issuance, on March 19, 2025, we completed a partial tender offer for $233 million of our 5.75% Fixed-Rate Reset Junior Subordinated Notes due 2040. The remaining $117 million will be callable as of September 1, 2025 for the outstanding 5.75% Fixed-Rate Reset Junior Subordinated Notes due 2040 at 100% of par value plus accrued and unpaid interest.

In March 2025, Cavello Bay Reinsurance Limited (“Cavello”), a wholly-owned subsidiary of Enstar, was assigned an AM Best Financial Strength Rating of ‘A’ and Long-Term Issuer Credit Rating of “a+”, each with stable outlook. Cavello is Enstar’s primary non-life run-off consolidator, and a Class 3B reinsurer.

Transactions During the Quarter

•In January 2025, we completed a novation agreement to assume the role of reinsurer in an existing reinsurance agreement covering a number of direct U.S. casualty insurance portfolios for accident years 2010 to 2020 and we assumed net loss reserves of $177 million in exchange for consideration of $175 million.

•In March 2025, we completed an LPT agreement with Atrium Syndicate 609, managed by Atrium Underwriters Limited, to reinsure a portfolio of marine, property, and general liability business underwritten in 2023 and prior and we assumed net loss reserves of $182 million in exchange for consideration of $180 million.

Refer to Note 3 of our unaudited condensed consolidated financial statements for a description of additional reinsurance and business acquisition agreements that were signed but not closed as of March 31, 2025.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 52

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Item 2 | Management's Discussion and Analysis | Consolidated Results of Operations

Consolidated Results of Operations - For the Three Months Ended March 31, 2025 and 2024

Primary GAAP Financial Measures

We use the following GAAP measures to manage the Company and monitor our performance:

•Net income and net income attributable to Enstar ordinary shareholders, collectively provide a measure of our performance focusing on underwriting, investment and expense results;

•Comprehensive income attributable to Enstar, which provides a measure of the total return, including unrealized gains and losses on fixed maturities, AFS investments, as well as other elements of other comprehensive income;

•Book value per share (“BVPS”), which we use to measure the value of our company over time;

•Return on equity (“ROE”), which measures our profitability by dividing our net income attributable to Enstar ordinary shareholders by opening Enstar ordinary shareholders’ equity;

•Total investment return (“TIR”), which measures the rate of return we obtain, including realized, unrealized and fair value changes, on our investments; and

•Run-off liability earnings (“RLE”) and RLE %, which measure both the dollar amount of prior period development on our acquired portfolios (RLE) and the percentage of prior period development relative to average net loss reserves, calculated by dividing our prior period development by our average net loss reserves (RLE %).

Enstar Group Limited | First Quarter 2025 | Form 10-Q 53

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Item 2 | Management's Discussion and Analysis | Consolidated Results of Operations

The following table sets forth certain unaudited interim condensed consolidated financial information:


	Three Months Ended
	March 31,				$ / pp Change
	2025	2024
		(in millions of U.S. dollars, except per share data)
Technical Results
Net premiums earned		$	12		$	11		$	1
Net incurred losses and LAE
Current period		3			5			(2)
Prior period		(19)			(24)			5
Total net incurred losses and LAE		(16)			(19)			3

Acquisition costs		1			1			—
Investment Results
Net investment income		148			160			(12)
Net realized losses		(2)			(6)			4
Fair value changes in trading securities, funds held and other investments		43			85			(42)
Income (loss) from equity method investments		4			(5)			9



Amortization of net deferred charge assets		30			30			—
General and administrative expenses		91			87			4


Net foreign exchange losses (gains)		16			(9)			25

NET INCOME		59			128			(69)


NET INCOME ATTRIBUTABLE TO ENSTAR ORDINARY SHAREHOLDERS		$	50		$	119		$	(69)
COMPREHENSIVE INCOME ATTRIBUTABLE TO ENSTAR		$	125		$	100		$	25
GAAP measures:

ROE		0.9		%	2.4		%	(1.5)		pp
Annualized ROE		3.6		%	9.5		%	(5.9)		pp
Annualized TIR		5.4		%	4.9		%	0.5		pp
RLE		0.2		%	0.2		%	—		pp
Non-GAAP measures:

Adjusted ROE*		0.7		%	2.6		%	(1.9)		pp
Annualized Adjusted ROE*		2.9		%	10.5		%	(7.6)		pp
Annualized Adjusted TIR*		3.8		%	5.5		%	(1.7)		pp
Adjusted RLE *		0.3		%	0.2		%	0.1		pp
		As of						$ Change
		March 31, 2025			December 31, 2024
GAAP measure:
BVPS		$	382.10		$	380.29		$	1.81
Non-GAAP measure:
Fully diluted BVPS*		$	375.23		$	368.47		$	6.76

*Non-GAAP measure; refer to "Non-GAAP Financial Measures" section for reconciliation to the applicable GAAP financial measure.

Overall Results

Three Months Ended March 31, 2025 versus 2024:

Net income attributable to Enstar ordinary shareholders decreased by $69 million to $50 million for the three months ended March 31, 2025 from $119 million in the comparative quarter, as a result of:

•A decrease in total investment returns recognized in income of $41 million. Investment returns recognized in net income of $193 million for the three months ended March 31, 2025, consisting of the aggregate of net

Enstar Group Limited | First Quarter 2025 | Form 10-Q 54

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Item 2 | Management's Discussion and Analysis | Consolidated Results of Operations

investment income, net realized losses, fair value changes in trading securities, funds held and other investments, and income from equity method investments were lower than the total investment returns included in net income of $234 million for the comparative quarter. The variance in total investment returns recognized in net income was driven by:

◦Fair value changes in our other investments, including equities, resulting in a $24 million gain for the three months ended March 31, 2025 compared to a $104 million gain in the comparative quarter due to a decrease in performance from our equity and hedge fund strategies resulting from the market volatility experienced during the three months ended March 31, 2025;

◦Net investment income of $148 million for the three months ended March 31, 2025, which was $12 million lower than the comparative quarter. This decrease is due to holding more cash and cash equivalents, which yield less than fixed maturities; partially offset by

◦Income from equity method investments of $4 million for the three months ended March 31, 2025 compared to net losses of $5 million in the comparative quarter. The increase in income was the result of income of $4 million from Core Specialty compared to a net loss of $5 million in the comparative quarter (comprised of net losses from Monument Re of $30 million mostly offset by Core Specialty income of $26 million).

•An adverse change in the effects of foreign currency recognized in income of $25 million. Net foreign exchange losses of $16 million for the three months ended March 31, 2025 were comprised of $14 million of exposures from foreign currency denominated assets and liabilities due to AUD, EUR and GBP strengthening against USD, as well as $2 million of losses on our non-designated foreign currency forward contracts. An offsetting foreign exchange gain of $16 million was recognized in other comprehensive income for the three months ended March 31, 2025 related to the translation from our AFS securities. The income statement component compares to foreign exchange gains of $9 million in the comparative quarter (which were comprised of $7 million of exposures from foreign currency denominated assets and liabilities as a result of GBP and EUR weakening against USD, as well as $2 million of gains on our non-designated foreign currency forward contracts). This was partially offset by foreign exchange loss recognized by other comprehensive income;

•A decrease of $5 million in prior period favorable development of net incurred losses and LAE. Net favorable prior period development of $19 million for the three months ended March 31, 2025 was primarily due to a reduction in our estimates of net ultimate losses and provisions for ULAE of $29 million driven by favorable claim experience. This was partially offset by amortization of fair value adjustments of $5 million and a $5 million increase in the fair value of our 2017 and 2018 LPT liabilities where we previously elected the fair value option. First quarter 2024 prior period net favorable development of $24 million was primarily due to a reduction in our estimates of net ultimate losses and provisions for ULAE of $23 million, and a $4 million decrease in the fair value of our 2017 and 2018 LPT liabilities where we previously elected the fair value option, partially offset by amortization of fair value adjustments of $3 million; and

•An increase in general and administrative expenses of $4 million, primarily driven by the write-off of $3 million of debt issuance, as well as higher legal fees primarily due to merger related costs.

The above factors contributed to net income of $59 million for the three months ended March 31, 2025 as compared to net income of $128 million in the comparative quarter, as well as net income attributable to Enstar ordinary shareholders of $50 million as compared to $119 million in the comparative quarter. Consequently, our ROE was 0.9% for the three months ended March 31, 2025 compared to 2.4% in the comparative quarter.

Comprehensive income attributable to Enstar for the three months ended March 31, 2025 was $125 million as compared to a comprehensive income of $100 million in the comparative quarter. Comprehensive income for the three months ended March 31, 2025 was primarily due to net income of $59 million and unrealized gains on fixed maturities, AFS, net of reclassification adjustments excluding foreign exchange of $49 million. The unrealized gains on our fixed maturities, AFS, combined with our investment results, described above, contributed to Annualized TIR of 5.4% for the three months ended March 31, 2025, in comparison to an Annualized TIR of 4.9% in the comparative quarter.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 55

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Item 2 | Management's Discussion and Analysis | Key Performance Measures

Overall Measures of Performance

BVPS and Fully Diluted BVPS*


BVPS and Fully Diluted BVPS* increased by 0.5% and 1.8%, respectively, from December 31, 2024 to March 31, 2025, primarily as a result of comprehensive income attributable to Enstar of $125 million.

ROE and Adjusted ROE*

Three Months Ended March 31, 2025 versus 2024: ROE decreased by 1.5 pp for the three months ended March 31, 2025 compared to 2024. The key drivers of the changes in ROE are as follows:


	Three Months Ended
	March 31, 2025			March 31, 2024			Change		ROE pp change
									ROE Impact
	(in millions of U.S. dollars)								%
Net investment income	$	148		$	160		$	(12)	(0.5)	%
Fair value changes on trading securities and funds held	19			(19)			38		0.7	%
Fair value changes on other investments, including equities	24			104			(80)		(1.6)	%
Net realized losses	(2)			(6)			4		0.1	%
Prior period net incurred losses and LAE	19			24			(5)		(0.1)	%
General and administrative expenses	(91)			(87)			(4)		0.1	%
Net foreign exchange (losses) gains	(16)			9			(25)		(0.5)	%

Other	(51)			(66)			15		0.3	%
Net income attributable to Enstar ordinary shareholders	50			119



Opening Equity	$	5,581		$	5,025
ROE / Change in ROE	0.9		%	2.4		%			(1.5)	%

Adjusted ROE* decreased 1.9 pp for the three months ended March 31, 2025 relative to the comparative quarter. Adjusted ROE* excludes the impact of merger related expenses, net realized gains (losses) on fixed maturities, AFS and fair value changes on fixed maturities, trading and funds held.

*Non-GAAP measure; refer to “Non-GAAP Financial Measures” section for reconciliation to the applicable GAAP financial measure.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 56

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Item 2 | Management's Discussion and Analysis | Key Performance Measures

Prior Periods - RLE - Three Months Ended March 31, 2025 and 2024

The following tables summarize RLE, RLE %, Adjusted RLE* and Adjusted RLE %* by acquisition year for the three months ended March 31, 2025 and 2024, which management believes is useful in measuring and monitoring performance of our claims management activity on the portfolios that we have acquired. This permits comparability between acquisition years of different loss reserve volumes.

Refer to the table below for a summary of RLE, RLE %, Adjusted RLE* and Adjusted RLE %* for the three months ended March 31, 2025:


	Three Months Ended March 31, 2025
	RLE						Adjusted RLE*
Acquisition Year	RLE / PPD		Average net loss reserves		RLE %			Adjusted RLE / PPD*		Average adjusted net loss reserves*		Adjusted RLE %*
	(in millions of U.S. dollars)
2015 and prior	$	(5)	$	1,000				$	(12)	$	813
2016	1		500					1		559
2017	(2)		537					1		719
2018	—		439					3		484
2019	(9)		901					(8)		1,363
2020	(10)		251					(10)		251
2021	26		2,280					38		2,545
2022	(29)		1,464					(30)		1,464
2023	1		1,494					1		1,494
2024	46		1,565					46		1,565
2025	—		179					—		179
Total	$	19	$	10,610	0.2	%		$	30	$	11,436	0.3	%

*Non-GAAP measure; refer to “Non-GAAP Financial Measures” section for reconciliation to the applicable GAAP financial measure.

Three Months Ended March 31, 2025:

Our RLE % was 0.2% for the three months ended March 31, 2025 as favorable reductions in estimates of net ultimate losses and reductions in provisions for ULAE were partially offset by adverse changes in the fair value of liabilities for which we previously elected the fair value option and amortization of fair value adjustments.

Acquisition years 2024 and 2021 provided most of the favorable results for the period, driven by our general casualty, workers’ compensation, motor, and all other lines of business, as a result of favorable claims experience. This was partially offset by unfavorable results for acquisition years 2022, 2020 and 2019 for the period, driven by our general casualty line of business, as a result of adverse claims experience.

Adjusted RLE %* was positively impacted by the exclusion of the impact of the changes in the fair value of liabilities where we have elected the fair value option and the amortization of fair value adjustments relating to purchased subsidiaries. It is also impacted by the change in estimates of net ultimate liabilities and reduction in estimated future expenses of our defendant A&E liabilities.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 57

Table of Contents

Item 2 | Management's Discussion and Analysis | Key Performance Measures

Refer to the table below for a summary of RLE, RLE %, Adjusted RLE* and Adjusted RLE %* for the three months ended March 31, 2024:


	Three Months Ended March 31, 2024
	RLE						Adjusted RLE*
Acquisition Year	RLE / PPD		Average net loss reserves		RLE %			Adjusted RLE / PPD*		Average adjusted net loss reserves*		Adjusted RLE %*
	(in millions of U.S. dollars)
2015 and prior	$	(11)	$	1,686				$	(7)	$	1,176
2016	5		581					5		643
2017	(3)		571					(8)		784
2018	(11)		762					(9)		614
2019	(3)		653					(3)		1,450
2020	(12)		1,667					(12)		367
2021	39		2,551					38		3,207
2022	19		1,826					19		2,164
2023	1		909					1		1,706


Total	$	24	$	11,206	0.2	%		$	24	$	12,111	0.2	%

*Non-GAAP measure; refer to “Non-GAAP Financial Measures” section for reconciliation to the applicable GAAP financial measure.

Three Months Ended March 31, 2024:

Our RLE % was 0.2% for the three months ended March 31, 2024, as favorable reductions in estimates of net ultimate losses, reductions in provisions for ULAE and net favorable changes in the fair value of liabilities for which we previously elected the fair value were partially offset by amortization of fair value adjustments.

Acquisition years 2021 and 2022 provided favorable results, driven by our professional indemnity / directors and officers, workers’ compensation and general casualty lines of business, as a result of favorable claims experience. Partially offsetting this, acquisition years 2020 and prior were unfavorably impacted by increased settlement activity in general casualty.

Our Adjusted RLE %* was marginally impacted by the net reduction in estimates of net ultimate losses and reductions in provisions for ULAE. It also excludes the impact of the changes in the discount rate upon the fair value of liabilities where we previously elected the fair value option and the amortization of fair value adjustments relating to purchased subsidies.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 58

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Item 2 | Management's Discussion and Analysis | General and Administrative Expenses

General and Administrative Expenses for the Three Months Ended March 31, 2025 and 2024

The below charts are in millions of U.S. dollars.

Three Months Ended March 31, 2025 versus 2024: The $4 million increase in general and administrative expenses was primarily driven by the write-off of $3 million of debt issuance costs related to the debt tender offer, as well as higher legal fees primarily due to merger related costs.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 59

Table of Contents

Item 2 | Management's Discussion and Analysis | Non-GAAP Financial Measures

Non-GAAP Financial Measures

In addition to our key financial measures presented in accordance with GAAP, we present other non-GAAP financial measures that we use to manage our business, compare our performance against prior periods and against our peers, and as performance measures in our incentive compensation program.

These non-GAAP financial measures provide an additional view of our operational performance over the long-term and provide the opportunity to analyze our results in a way that is more aligned with the manner in which our management measures our underlying performance.

The presentation of these non-GAAP financial measures, which may be defined and calculated differently by other companies, is used to enhance the understanding of certain aspects of our financial performance. It is not meant to be considered in isolation, superior to, or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.

Some of the adjustments reflected in our non-GAAP measures are recurring items, such as the exclusion of adjustments to net realized (gains)/losses and fair value changes on fixed maturity investments recognized in our statements of operations, the fair value of certain of our loss reserve liabilities for which we have elected the fair value option, and the amortization of fair value adjustments.

Management makes these adjustments in assessing our performance so that the changes in fair value due to interest rate movements, which are applied to some but not all of our assets and liabilities as a result of preexisting accounting elections, do not impair comparability across reporting periods.

It is important for the readers of our periodic filings to understand that these items will recur from period to period.

However, we exclude these items for the purpose of presenting a comparable view across reporting periods of the impact of our underlying claims management and investments without the effect of interest rate fluctuations on assets that we anticipate to hold to maturity and non-cash changes to the fair value of our reserves.

Similarly, our non-GAAP measures reflect the exclusion of certain items that we deem to be nonrecurring, unusual or infrequent when the nature of the charge or gain is such that it is not reasonably likely that such item may recur within two years, nor was there a similar charge or gain in the preceding two years. This includes adjustments related to bargain purchase gains on acquisitions of businesses, net gains or losses on sales of subsidiaries, net assets of held for sale or disposed subsidiaries classified as discontinued operations and other items that we separately disclose.

The following table presents more information on each non-GAAP measure. The results and GAAP reconciliations for these measures are set forth further below.

Non-GAAP Measure

Definition

Purpose of Non-GAAP Measure over GAAP Measure

Fully diluted book value per ordinary share

Total Enstar ordinary shareholders' equity

Divided by

Number of ordinary shares outstanding, adjusted for:
-the ultimate effect of any dilutive securities (which include restricted shares, restricted share units, directors’ restricted share units, performance share units and JSOP shares) on the number of ordinary shares outstanding

Increases the number of ordinary shares to reflect the exercise of equity awards granted but not yet vested as, over the long term, this presents both management and investors with a more economically accurate measure of the realizable value of shareholder returns by factoring in the impact of share dilution.

We use this non-GAAP measure in our incentive compensation program.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 60

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Item 2 | Management's Discussion and Analysis | Non-GAAP Financial Measures

Non-GAAP Measure

Definition

Purpose of Non-GAAP Measure over GAAP Measure

Adjusted return on equity (%)

Adjusted operating income (loss) attributable to Enstar ordinary shareholders divided by adjusted opening Enstar ordinary shareholders’ equity

Calculating the operating income (loss) as a percentage of our adjusted opening Enstar ordinary shareholders' equity provides a more consistent measure of the performance of our business by enabling comparison between the financial periods presented.

We eliminate the impact of fair value changes and net realized (gains) losses on fixed maturities and funds held-directly managed and the change in fair value of insurance contracts for which we have elected the fair value option, as:

•we typically hold most of our fixed maturities until the earlier of maturity or the time that they are used to fund any settlement of related liabilities which are generally recorded at cost; and

•removing the fair value option improves comparability since there are limited acquisition years for which we elected the fair value option.

Therefore, we believe that excluding their impact on our net income improves comparability of our core operational performance across periods.

We include fair value adjustments as non-GAAP adjustments to the adjusted operating income (loss) attributable to Enstar ordinary shareholders as they are non-cash charges that are not reflective of the impact of our claims management strategies on our loss portfolios.

We eliminate the impact of any goodwill impairment charges as they occur infrequently, and their elimination improves comparability between periods.

We eliminate the impact of expenses related to the Merger Agreement as we deem these to be out of the ordinary course of business and to help provide a more accurate measure of performance across periods.

We eliminate the net gain (loss) on the purchase and sales of subsidiaries and net income from discontinued operations, as these items are not indicative of our ongoing operations.

We use this non-GAAP measure in our incentive compensation program.

Adjusted operating income (loss) attributable to Enstar ordinary shareholders

(numerator)

Net income (loss) attributable to Enstar ordinary shareholders, adjusted for:

-fair value changes and net realized (gains) losses on fixed maturities and funds held-directly managed,

-change in fair value of insurance contracts for which we have elected the fair value option (1),

-amortization of fair value adjustments,

-net gain/loss on purchase and sales of subsidiaries (if any)

-net income from discontinued operations (if any),

-goodwill impairment charges

-expenses related to the Merger Agreement

-tax effects of adjustments, and

-adjustments attributable to noncontrolling interests

Adjusted opening Enstar ordinary shareholders' equity (denominator)

Opening Enstar ordinary shareholders' equity, less:

-fair value changes on fixed maturities and funds held-directly managed,

-fair value of insurance contracts for which we have elected the fair value option (1),

-fair value adjustments, and

-net assets of held for sale or disposed subsidiaries classified as discontinued operations (if any)

Enstar Group Limited | First Quarter 2025 | Form 10-Q 61

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Item 2 | Management's Discussion and Analysis | Non-GAAP Financial Measures

Non-GAAP Measure

Definition

Purpose of Non-GAAP Measure over GAAP Measure

Adjusted run-off liability earnings (%)

Adjusted PPD divided by average adjusted net loss reserves

Calculating the RLE as a percentage of our adjusted average net loss reserves provides a more meaningful and comparable measurement of the impact of our claims management strategies on our loss portfolios across acquisition years and also to our overall financial periods.

We use this measure to evaluate the impact of our claims management strategies because it provides visibility into our ability to settle our claims obligations for amounts less than our initial estimate at the point of acquiring the obligations.

The following components of periodic recurring net incurred losses and LAE and net loss reserves are not considered key components of our claims management performance for the following reasons:

•The change in fair value of insurance contracts for which we have elected the fair value option (1) has been removed to support comparability between the two acquisition years for which we previously elected the fair value option in reserves assumed and the acquisition years for which we did not make this election (specifically, this election was only made in the 2017 and 2018 acquisition years and the election of such option is irrevocable); and

•The amortization of fair value adjustments are non-cash charges that obscure our trends on a consistent basis.

We include our performance in managing claims and estimated future expenses on our defendant A&E liabilities because such performance is relevant to assessing our claims management strategies even though such liabilities are not included within the loss reserves.

We use this measure to assess the performance of our claim strategies and part of the performance assessment of our past acquisitions.

Adjusted prior period development

(numerator)

Prior period net incurred losses and LAE, adjusted to:

Remove:

-amortization of fair value adjustments,

-change in fair value of insurance contracts for which we have elected the fair value option (1), and

Add:

-the reduction/(increase) in estimates of net ultimate liabilities and reduction in estimated future expenses of our defendant A&E liabilities.

Adjusted net loss reserves

(denominator)

Net losses and LAE, adjusted to:

Remove:

-current period net loss reserves

-net fair value adjustments associated with the acquisition of companies,

-the fair value adjustments for contracts for which we have elected the fair value option (1) and

Add:

-net nominal defendant A&E liability exposures and estimated future expenses.

Adjusted total investment return (%)

Adjusted total investment return (dollars) recognized in net income for the applicable period divided by period average adjusted total investable assets.

Provides a key measure of the return generated on the capital held in the business and is reflective of our investment strategy.

Provides a consistent measure of investment returns as a percentage of all assets generating investment returns.

We adjust our investment returns to eliminate the impact of the change in fair value of fixed maturities (both credit spreads and interest rates), as we typically hold most of these investments until the earlier of maturity or used to fund any settlement of related liabilities which are generally recorded at cost.

Adjusted total investment return ($) (numerator)

Total investment return (dollars), adjusted for:

-fair value changes in fixed maturities, trading and funds held-directly managed; and

-unrealized (gains) losses on fixed maturities, AFS included within OCI, net of reclassification adjustments and excluding foreign exchange.

Adjusted average aggregate total investable assets (denominator)

Total average investable assets, adjusted for:

-net unrealized (gains) losses on fixed maturities, AFS included within AOCI

-fair value changes on fixed maturities, trading and funds held - directly managed

(1) Comprises the discount rate and risk margin components.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 62

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Item 2 | Management's Discussion and Analysis | Non-GAAP Financial Measures

Reconciliation of GAAP to Non-GAAP Measures

The table below presents a reconciliation of BVPS to Fully Diluted BVPS*:


	March 31, 2025					December 31, 2024
	Equity (1)		Ordinary Shares	Per Share Amount		Equity (1)		Ordinary Shares	Per Share Amount
	(in millions of U.S. dollars, except share and per share data)
Book value per ordinary share	$	5,697	14,909,718	$	382.10	$	5,581	14,675,686	$	380.29
Non-GAAP adjustment:

Share-based compensation plans			273,143					266,335
JSOP(2)			—					204,320

Fully diluted book value per ordinary share*	$	5,697	15,182,861	$	375.23	$	5,581	15,146,341	$	368.47

(1) Equity comprises Enstar ordinary shareholders' equity, which is calculated as Enstar shareholders' equity less preferred shares ($510 million) prior to any non-GAAP adjustments.

(2) The JSOP award made to our CEO included a condition that specified a hurdle price ($315.53 as of January 20, 2025) compared to our market observable ordinary share price for the award to vest, which is the greater of the closing share price and the 10-day Volume Weighted Average Price (as defined in the Award). As of December 31, 2024, the closing share price of our ordinary shares was $322.05 and the 10-day Volume Weighted Average Price was $322.22. The shares to be issued upon settlement are calculated as the market price less $205.89, multiplied by the 565,630 shares comprising the award, divided by the market price. As a result, the JSOP award was dilutive for the year ended December 31, 2024. Additionally, 20% of the award was dependent on a 10% compounded annual growth rate in Fully Diluted Book Value Per Share (as defined in the Award) from January 1, 2020, which was also met through the year ended December 31, 2024. On January 20, 2025, the JSOP award vested at a market price of $327.00 per share and on January 21, 2025 the JSOP award was exercised. As the market price exceeded the hurdle price and the performance condition based on growth in FDBVPS was met, 209,490 shares were issued to our CEO (calculated as the market price of $327.00 less $205.89, multiplied by the 565,630 shares comprising the JSOP award, divided by the market price of $327.00). The remaining 356,140 shares held in the EB Trust were cancelled on January 21, 2025.

*Non-GAAP measure.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 63

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Item 2 | Management's Discussion and Analysis | Non-GAAP Financial Measures

The table below presents a reconciliation of ROE to Adjusted ROE* and Annualized ROE to Annualized Adjusted ROE*:


	Three Months Ended
	March 31, 2025								March 31, 2024
	Net income (1)		Opening equity (1)		ROE		Annualized ROE		Net income (1)		Opening equity (1)		ROE		Annualized ROE
	(in millions of U.S. dollars)
Net income/Opening equity/ROE/Annualized ROE (1)	$	50	$	5,581	0.9	%	3.6	%	$	119	$	5,025	2.4	%	9.5	%
Non-GAAP adjustments:

Net realized losses on fixed maturities, AFS (2) / Cumulative fair value changes to fixed maturities, AFS (3)	2		374						6		380
Fair value changes on fixed maturities, trading (2) / Fair value changes on fixed maturities, trading (3)	(1)		235						14		234
Fair value changes on funds held - directly managed (2) / Fair value changes on funds held - directly managed (3)	(18)		143						5		111
Change in fair value of insurance contracts for which we have elected the fair value option / Fair value of insurance contracts for which we have elected the fair value option (4)	5		(214)						(4)		(246)

Amortization of fair value adjustments / Fair value adjustments	5		(94)						3		(107)

Expenses related to the Merger Agreement	1		—						—		—
Tax effects of adjustments (5)	—		—						(2)		—

Adjusted net income /Adjusted opening equity/Adjusted ROE/Annualized adjusted ROE*	$	44	$	6,025	0.7	%	2.9	%	$	141	$	5,397	2.6	%	10.5	%

(1) Net income comprises net income attributable to Enstar ordinary shareholders, prior to any non-GAAP adjustments. Opening equity comprises Enstar ordinary shareholders' equity, which is calculated as opening Enstar shareholders' equity less preferred shares ($510 million), prior to any non-GAAP adjustments.

(2) Net realized gains on fixed maturities, AFS are included in net realized gains (losses) in our unaudited condensed consolidated statements of operations. Fair value changes in our fixed maturities, trading and funds held - directly managed are included in fair value changes in trading securities, funds held and other investments in our unaudited condensed consolidated statements of operations.

(3) Our fixed maturities are held directly on our balance sheet and also within the "Funds held" balance.

(4) Comprises the discount rate and risk margin components, net of reinsurance recoverables.

(5) Represents an aggregation of the tax expense or benefit associated with the specific country to which the pre-tax adjustment relates, calculated at the applicable jurisdictional tax rate.

*Non-GAAP measure.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 64

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Item 2 | Management's Discussion and Analysis | Non-GAAP Financial Measures

The tables below present a reconciliation of RLE to Adjusted RLE*:


	Three Months Ended		As of						Three Months Ended
	March 31, 2025		March 31, 2025		December 31, 2024		March 31, 2025		March 31, 2025
	RLE / PPD		Net loss reserves		Net loss reserves		Average net loss reserves		RLE %
	(in millions of U.S. dollars)
PPD/net loss reserves/RLE %	$	19	$	10,445	$	10,776	$	10,611	0.2	%
Non-GAAP adjustments:
Net current period incurred losses and LAE, excluding paid losses	—		(3)		—






Amortization of fair value adjustments / Net fair value adjustments associated with the acquisition of companies	5		89		94
Changes in fair value - fair value option / Net fair value adjustments for contracts for which we have elected the fair value option (1)	5		214		214
Change in estimate of net ultimate liabilities - defendant A&E / Net nominal defendant A&E liabilities	—		482		499
Reduction in estimated future expenses - defendant A&E / Estimated future expenses - defendant A&E	1		31		32
Adjusted PPD/Adjusted net loss reserves/Adjusted RLE %*	$	30	$	11,258	$	11,615	$	11,437	0.3	%

(1) Comprises the discount rate and risk margin components.

*Non-GAAP measure.


	Three Months Ended		As of						Three Months Ended
	March 31, 2024		March 31, 2024		December 31, 2023		March 31, 2024		March 31, 2024
	RLE / PPD		Net loss reserves		Net loss reserves		Average net loss reserves		RLE %
	(in millions of U.S. dollars)
PPD/net loss reserves/RLE %	$	24	$	10,827	$	11,585	$	11,206	0.2	%
Non-GAAP adjustments:
Net current period incurred losses and LAE, excluding paid losses	—		(5)		—




Amortization of fair value adjustments / Net fair value adjustments associated with the acquisition of companies	3		103		107
Changes in fair value - fair value option / Net fair value adjustments for contracts for which we have elected the fair value option (1)	(4)		249		246
Change in estimate of net ultimate liabilities - defendant A&E / Net nominal defendant A&E liabilities	—		516		527
Reduction in estimated future expenses - defendant A&E / Estimated future expenses - defendant A&E	1		32		33
Adjusted PPD/Adjusted net loss reserves/Adjusted RLE %*	$	24	$	11,722	$	12,498	$	12,111	0.2	%

(1) Comprises the discount rate and risk margin components.

*Non-GAAP measure.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 65

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Item 2 | Management's Discussion and Analysis | Non-GAAP Financial Measures

The table below presents a reconciliation of our Annualized TIR to our Annualized Adjusted TIR*:


	Three Months Ended
	March 31,
	2025									2024
	Fixed Income			Other Investments			Total			Fixed Income			Other Investments			Total
	(in millions of U.S. dollars)





Net investment income	$	131		$	17		$	148		$	140		$	20		$	160
Net realized losses
Fixed maturities, AFS	(2)			—			(2)			(6)			—			(6)





Net realized losses	(2)			—			(2)			(6)			—			(6)
Fair value changes
Fixed maturities, trading	1			—			1			(14)			—			(14)
Funds held	18			—			18			(5)			—			(5)
Equity securities	—			(30)			(30)			—			37			37
Other investments	—			43			43			—			67			67
Investment derivatives	—			11			11			—			—			—
Fair value changes	19			24			43			(19)			104			85
Income (loss) from equity method investments	—			4			4			—			(5)			(5)
Other comprehensive income:
Unrealized gains (losses) on fixed maturities, AFS, net of reclassification adjustments excluding foreign exchange	49			—			49			(12)			—			(12)
TIR ($)	$	197		$	45		$	242		$	103		$	119		$	222

Non-GAAP adjustments:
Net realized (gains) losses on fixed maturities, AFS and fair value changes in trading and funds held - directly managed	(17)			—			(17)			25			—			25
Net unrealized (gains) losses on fixed maturities, AFS, net of reclassification adjustments excluding foreign exchange	(49)			—			(49)			12			—			12
Adjusted TIR ($)*	$	131		$	45		$	176		$	140		$	119		$	259

Total investments	$	11,175		$	5,283		$	16,458		$	11,835		$	5,082		$	16,917
Cash and cash equivalents, including restricted cash and cash equivalents	1,481			—			1,481			760			—			760


Total investable assets	$	12,656		$	5,283		$	17,939		$	12,595		$	5,082		$	17,677

Average aggregate invested assets, at fair value (1)	12,759			5,294			18,053			13,035			4,986			18,021
Annualized TIR % (2)	6.2		%	3.4		%	5.4		%	3.2		%	9.5		%	4.9		%
Non-GAAP adjustment:
Net unrealized losses on fixed maturities, AFS included within AOCI and fair value changes on fixed maturities, trading and funds held - directly managed	638			—			638			789			—			789
Adjusted investable assets*	$	13,294		$	5,283		$	18,577		$	13,384		$	5,082		$	18,466

Adjusted average aggregate invested assets, at fair value* (3)	$	13,454		$	5,294		$	18,748		$	13,792		$	4,986		$	18,778
Annualized adjusted TIR %* (4)	3.9		%	3.4		%	3.8		%	4.1		%	9.5		%	5.5		%
Annualized income from fixed income assets (5)	568			—			568			600			—			600
Average aggregate fixed income assets, at cost (5)(6)	13,451			—			13,451			13,769			—			13,769
Annualized Investment book yield (7)	4.22		%	—		%	4.22		%	4.36		%	—		%	4.36		%

(1) This amount is a two period average of the total investable assets, as presented above, and is comprised of amounts disclosed in our quarterly and annual U.S. GAAP consolidated financial statements.

(2) Annualized TIR % is calculated by dividing the annualized TIR ($) by average aggregate invested assets, at fair value.

(3) This amount is a two period average of the adjusted investable assets*, as presented above.

(4) Annualized adjusted TIR %* is calculated by dividing the annualized adjusted TIR* ($) by adjusted average aggregate invested assets, at fair value*.

(5) Fixed income assets include fixed maturities and cash and restricted cash, and funds held by reinsured companies.

(6) These amounts are a two period average of the amounts disclosed in our quarterly and annual U.S. GAAP consolidated financial statements.

(7) Annualized investment book yield % is calculated by dividing the annualized income from fixed income assets by average aggregate fixed income assets, at cost.

*Non-GAAP measure.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 66

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Item 2 | Management's Discussion and Analysis | Results of Operations by Segment

Results of Operations by Segment - For the Three Months Ended March 31, 2025 and 2024

Our business is organized into two reportable segments: (i) Run-off and (ii) Investments. In addition, our Corporate and Other activities, which do not qualify as an operating segment, include income and expense items that are not directly attributable to our reportable segments.

The following is a discussion of our results of operations by segment.

Run-off Segment

The following is a discussion and analysis of the results of operations for our Run-off segment.


	Three Months Ended
	March 31,				$ Change
	2025		2024
	(in millions of U.S. dollars)
REVENUES
Net premiums earned	$	12	$	11	$	1
Other income	2		2		—
Total revenues	14		13		1
EXPENSES
Net incurred losses and LAE:
Current period	3		5		(2)
Prior periods:
Reduction in estimates of net ultimate losses	(8)		(6)		(2)
Reduction in provisions for ULAE	(21)		(17)		(4)
Total prior periods	(29)		(23)		(6)
Total net incurred losses and LAE	(26)		(18)		(8)
Defendant asbestos and environmental expenses	(1)		(1)		—
Acquisition costs	1		1		—

General and administrative expenses	41		42		(1)
Total expenses	15		24		(9)
SEGMENT NET LOSS	$	(1)	$	(11)	$	10

Overall Results

Three Months Ended March 31, 2025 versus 2024: Net loss from our Run-off segment was $1 million compared to $11 million in the comparative quarter, primarily due to:

•A $6 million increase in favorable PPD in the current quarter, driven by a $4 million increased reduction in ULAE and a $2 million increase in the reduction in estimates of net ultimate losses driven by favorable claim experience.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 67

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Item 2 | Management's Discussion and Analysis | Results of Operations by Segment | Investments Segment

Investments Segment

The following is a discussion and analysis of the results of operations for our Investments segment.


	Three Months Ended
	March 31,				$ Change
	2025		2024
	(in millions of U.S. dollars)
REVENUES
Net investment income:
Fixed maturities	$	130	$	142	$	(12)
Cash and restricted cash	12		8		4
Other investments, including equities	17		20		(3)
Less: Investment expenses	(11)		(10)		(1)
Total net investment income	148		160		(12)
Net realized losses:
Fixed maturities	(2)		(6)		4

Total net realized losses	(2)		(6)		4
Fair value changes in:
Fixed maturities, trading and funds held	19		(19)		38
Other investments, including equities	24		104		(80)
Total fair value changes in trading securities, funds held and other investments	43		85		(42)
Total revenues	189		239		(50)
EXPENSES
General and administrative expenses	10		10		—
Total expenses	10		10		—
Income (loss) from equity method investments	4		(5)		9
SEGMENT NET INCOME	$	183	$	224	$	(41)

Overall Results

Three Months Ended March 31, 2025 versus 2024: Net income from our Investments segment was $183 million for the three months ended March 31, 2025 compared to $224 million for the three months ended March 31, 2024. The decrease of $41 million was primarily due to:

•An $80 million decrease in the gain from fair value changes in other investments, including equities, resulting from the weaker performance in our equity and hedge fund strategies due to the market volatility experienced during the three months ended March 31, 2025;

•A decrease in our net investment income of $12 million due to a decrease in annualized investment book yields from 4.36% to 4.22% primarily due to the impact of declining overnight reference rates on the $2.8 billion of our average fixed maturities outstanding during the quarter that are subject to floating rates. Our floating rate investments generated net investment income of $49 million for the three months ended March 31, 2025, a decrease of $9 million from the three months ended March 31, 2024, which equates to a 13 basis point decrease in the yield of those investments; partially offset by

•A $38 million increase when comparing the $19 million gain from fair value changes in fixed maturities and funds for the three months ended March 31, 2025 compared to a $19 million loss for the three months ended March 31, 2024, primarily driven by decreases in interest rates in the current period, in comparison to increases in interest rates in the prior period; and

•Income from equity method investments of $4 million compared to a loss of $5 million for the comparative quarter. The increase in income was the result of our investment in Core Specialty income of $4 million in the current period compared to a loss of $5 million in the comparative quarter (comprised of Monument Re loss of $30 million mostly offset by Core Specialty income of $26 million).

Enstar Group Limited | First Quarter 2025 | Form 10-Q 68

Table of Contents

Item 2 | Management's Discussion and Analysis | Results of Operations by Segment | Investments Segment

Investable Assets

Investable assets and adjusted investable assets* decreased by 0.4% and 1.0%, respectively, from December 31, 2024 to March 31, 2025, primarily due to the impact of net paid losses; partially offset by investment income and fair value changes on our fixed maturities and other investments, including equities.

*Non-GAAP measure; refer to "Non-GAAP Financial Measures" section for reconciliation to the applicable GAAP financial measures.

Total Investments

Fixed maturities

The tables below present the fair value, duration, and credit rating of our fixed maturities:


	March 31, 2025						December 31, 2024


	Fair Value		%		Duration (years) (1)	Credit Rating (1)	Fair Value		%		Duration (years) (1)	Credit Rating (1)
	(in millions of U.S. dollars, except percentages)
Fixed maturity and short-term investments, trading and AFS
U.S. government & agency	$	579	6.8	%	2.7	AAA	$	420	5.1	%	3.3	AA+
U.K. government	53		0.6	%	8.8	A+	44		0.5	%	9.3	A+
Other government	364		4.2	%	5.8	AA	359		4.3	%	5.7	AA
Corporate	3,427		40.0	%	5.2	A-	3,261		39.3	%	5.3	A-
Municipal	105		1.2	%	7.1	AA-	109		1.3	%	6.9	AA-
Residential mortgage-backed	444		5.2	%	5.0	AA	421		5.1	%	4.9	AA
Commercial mortgage-backed	742		8.7	%	1.4	A+	784		9.5	%	1.3	A+
Asset-backed	789		9.2	%	1.2	A-	772		9.3	%	1.2	A-

Total - Fixed maturity and short-term investments, trading and AFS	6,503		75.9	%	4.1	A	6,170		74.4	%	4.2	A
Fixed maturities included in funds held - directly managed	2,067		24.1	%	4.3	A	2,120		25.6	%	4.2	A
Total	$	8,570	100.0	%	4.2	A	$	8,290	100.0	%	4.2	A

(1) The average duration and average credit ratings calculation includes short-term investments, fixed maturities and the fixed maturities within our funds held-directly managed portfolios.

The overall increase in our fixed maturities of $280 million when comparing March 31, 2025 to December 31, 2024 was primarily driven by new purchases and fair value changes, partially offset by net paid losses.

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Item 2 | Management's Discussion and Analysis | Results of Operations by Segment | Investments Segment

Other investments, including equities

The table below presents the composition of our other investments, including equities:


	March 31, 2025		December 31, 2024

	(in millions of U.S. dollars)
Equities
Privately held equities	$	455	$	460
Publicly traded equities	153		176
Exchange-traded funds	135		151
Warrant and others	16		16
Total	$	759	$	803

Other investments
Private equity funds	$	1,949	$	1,926
Private credit funds	915		864
Hedge funds	386		410
Fixed income funds	375		369
Real estate fund	427		401
CLO equity funds	124		162
CLO equities	25		52
Equity funds	5		4

Total	$	4,206	$	4,188

Our equities decreased by $44 million and other investments increased by $18 million from December 31, 2024 to March 31, 2025, primarily due to fair value changes and the funding of various non-core asset strategies, in line with our strategic asset allocation.

Equity Method Investments

Refer to the table below for a summary of our equity method investments, which does not include those investments we have elected to measure under the fair value option:


	As of				Three Months Ended			As of						Three Months Ended
	March 31, 2025				March 31, 2025		December 31, 2024						March 31, 2024
	Ownership %		Carrying Value		Income from Equity Method Investments		Ownership %			Carrying Value			Income (loss) from Equity Method Investments
	(in millions of U.S. dollars)


Monument Re	24.6	%	$	20	$	—		24.6	%		$	19		$	(30)

Core Specialty	19.8	%	285		4			19.9	%		281			26
Positive Physicians Holdings, Inc	27.0	%	13		—			27.0	%		13			(1)
			$	318	$	4					$	313		$	(5)

Carrying Value

The carrying value of our equity method investments increased from December 31, 2024 primarily due to income from Core Specialty for the three months ended March 31, 2025.

Duration and average credit rating on fixed maturities, cash and cash equivalents and fixed maturities included in funds held - directly managed

The fair value, duration and average credit rating of investments is as follows:

March 31, 2025

December 31, 2024

Fair Value ($) (1)

Average Duration (in years) (2)

Average Credit Rating (3)

Fair Value ($) (1)

Average Duration (in years) (2)

Average Credit Rating (3)

Total

10,051

3.55

A+

9,844

3.55

A+

(1) The fair value by segment of our fixed maturities, cash and cash equivalents and fixed maturities included in funds held-directly managed portfolios does not include the carrying value of cash and cash equivalents within our funds held-directly managed portfolios.

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Item 2 | Management's Discussion and Analysis | Results of Operations by Segment | Investments Segment

(2) The average duration calculation includes cash and cash equivalents, short-term investments and fixed maturities, as well as the fixed maturities and cash and cash equivalents within our funds held-directly managed portfolios.

(3) The average credit rating calculation includes cash and cash equivalents, short-term investments, fixed maturities and the fixed maturities within our funds held portfolios.

The overall increase in the balance of our fixed maturities and cash and cash equivalents of $207 million when comparing March 31, 2025 to December 31, 2024 was primarily driven by fair value changes and new business for the period, partially offset by net paid losses.

As of both March 31, 2025 and December 31, 2024, our fixed maturities and cash and cash equivalents had an average credit quality rating of A+.

As of March 31, 2025 and December 31, 2024, our fixed maturities that were non-investment grade (i.e., rated lower than BBB- and non-rated securities) comprised $465 million, or 5.4%, and $429 million, or 5.2%, of our total fixed maturities portfolio, respectively.

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Item 2 | Management's Discussion and Analysis | Results of Operations by Segment | Corporate and Other

Corporate and Other

The following is a discussion and analysis of our results of operations for our Corporate and Other activities.


	Three Months Ended
	March 31,			$ Change
	2025	2024
		(in millions of U.S. dollars)
REVENUES
Other income		1		1		—







EXPENSES
Net incurred losses and LAE

Amortization of fair value adjustments		5		3		2
Changes in fair value - fair value option (1)		5		(4)		9
Total net incurred losses and LAE		10		(1)		11

Defendant asbestos and environmental expenses (2)		5		4		1
Amortization of net deferred charge assets		30		30		—
General and administrative expenses		40		35		5
Total expenses		85		68		17

Interest expense		(23)		(22)		(1)
Net foreign exchange (losses) gains		(16)		9		(25)
LOSS BEFORE INCOME TAXES		(123)		(80)		(43)
Income tax expense		—		(5)		5


Dividends on preferred shares		(9)		(9)		—
NET LOSS ATTRIBUTABLE TO ENSTAR ORDINARY SHAREHOLDERS		$	(132)	$	(94)	$	(38)

(1) Comprises the discount rate and risk margin components.

(2) Amortization of fair value adjustments relates to the acquisition of DCo and Morse TEC.

Overall Results

Three Months Ended March 31, 2025 versus 2024: Net loss attributable to Enstar ordinary shareholders from our Corporate and Other activities increased by $38 million from $94 million in the comparative period to $132 million for the three months ended March 31, 2025, primarily due to:

•An adverse change in the effects of foreign currency recognized in income of $25 million. Net foreign exchange losses of $16 million for the three months ended March 31, 2025 were comprised of $14 million of exposures from foreign currency denominated assets and liabilities due to AUD, EUR and GBP strengthening against USD, as well as $2 million of losses on our non-designated foreign currency forward contracts. An offsetting foreign exchange gain of $16 million was recognized in other comprehensive income for the three months ended March 31, 2025 related to the translation from our AFS securities. The income statement component compares to net foreign exchange gains of $9 million in the comparative quarter (which were comprised of $7 million of exposures from foreign currency denominated assets and liabilities as a result of GBP and EUR weakening against USD, as well as $2 million of gains on our non-designated foreign currency forward contracts). This was partially offset by foreign exchange loss recognized by other comprehensive income; and

•Changes in the fair value of the 2017 and 2018 portfolios where we previously elected the fair value option, which resulted in a $5 million increase in liabilities in the first quarter of 2025. In comparison, we recognized a $4 million decrease of such liabilities in the first quarter of 2024 due to an increase in interest rates.

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Item 2 | Management's Discussion and Analysis | Current Outlook

Current Outlook

Business Outlook

Transactions

Refer to Note 3. Significant New Business of our unaudited condensed consolidated financial statements for a summary of significant new business transactions that were signed but not yet closed as of March 31, 2025.

We continue to evaluate transactions in our active pipeline including LPTs, ADCs, and other transaction types including acquisitions. We seek opportunities to execute creative and accretive transactions by offering innovative capital release solutions that enable our clients to meet their capital and risk management objectives.

Should we execute additional transactions, our mix of loss reserves by line of business, asset mix and both rate and timing of earnings may be impacted in the medium to long term.

Seasonality

We complete most of our annual loss reserve studies in the fourth quarter of each year and, as a result, tend to record the largest movements, both favorable and adverse, to net incurred losses and LAE in this period.

In the interim periods where a reserve study has not been completed, we perform quarterly reviews to ascertain whether changes to claims paid or case reserves have varied from our expectations developed during the last annual reserve review. In this event, we consider the timing and magnitude of the actual versus expected development, and we may record an interim adjustment to our recorded reserves if, and when, warranted.

Investment Outlook

We expect global financial markets to remain uncertain for the remainder of 2025 given recent policy changes including tariffs, geopolitical tensions, interest rate volatility, and uncertainty around the trend of inflation.

Market expectations around the future path of interest rates will represent a continued source of volatility, as global central banks attempt to normalize interest rates while closely monitoring inflation. If interest rates rise and/or credit spreads widen, we may recognize unrealized losses and fair value changes on our fixed maturities and incur a higher rate of borrowing and interest costs if we renew or borrow under credit facilities in the current environment.

Despite this, elevated interest rates can represent an opportunity for us in the medium to long term, notably;

•For the three months ended March 31, 2025, we held 15.6% of our portfolio, or $2.8 billion, in fixed maturity investments with floating interest rates which, should interest rates remain elevated, would be accretive to future investment book yields. We have earned $49 million and $58 million of net investment income from our floating rate investments for the three months ended March 31, 2025 and 2024, respectively, which were generally indexed to SOFR.

•Higher interest rates have provided us with the opportunity to reinvest at higher yields as our securities mature or as we invest a significant portion of consideration received from new business in fixed maturities.

We expect that the cumulative unrealized losses and fair value changes we have recognized on our fixed maturities since 2022 will be recouped as these assets get closer to their maturity and the prices pull to par, assuming we do not, or are otherwise not required to, sell such investments prior to maturity. We may also undertake tactical repositioning of our portfolio as opportunities arise to achieve better alignment with our investment strategy, rather than waiting for certain fixed maturities to pull to par, which may result in the recognition of previously unrealized losses within our income statement with a corresponding reclassification adjustment in other comprehensive income. Such adjustments would be neutral to equity since the unrealized losses are recorded as a component of accumulated other comprehensive income. Any investment repositioning may also have a corresponding impact to our investment book yield.

We invest in public and private assets, which may vary in the magnitude of their exposure to any potential economic downturn and other macroeconomic factors.

Despite these challenges, we remain committed to our strategic asset allocation and expect our investments to provide attractive risk adjusted returns and diversification benefits over the medium to long term.

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Item 2 | Management's Discussion and Analysis | Current Outlook

Inflation

We continue to monitor the inflationary impacts resulting from recent policy changes, imposition of tariffs by the U.S. government and reciprocal tariffs by other nations, pandemic-related government stimulus, and labor force supply pressures on our loss cost trends.

Commencing in 2021, economic inflation rose significantly before peaking in mid-2022 and returning to low single digits. During this period our net loss reserves have not been significantly impacted by these inflationary pressures.

Social inflation has been a persistent headwind for the industry for some time. We continue to monitor and seek to actively resolve claims in difficult judicial districts. We closely follow these trends and proactively set appropriate reserves.

As described above, global economic policy response s to inflation have contributed to increases in interest rates, which, in the short term, have had a significant impact on our investments, in particular our fixed maturities. Any further rise in interest rates will have further negative impacts on our fixed maturities in the form of unrealized losses and fair value changes.

There remains uncertainty around the future of inflation. We continue to monitor liquidity, capital and the potential earnings impact of these changes but remain focused on medium to long term asset allocation decisions.

We expect to continue to benefit from our allocation to investments with inflationary pass-through components, including investments in private equity, private credit, real estate, and infrastructure asset classes.

Inflation, tight labor conditions and higher service costs continue to put pressure on wages and prices, which could impact our general and administrative expenses as we remain focused on being a competitive employer in our market.

Geopolitical Conflicts

Heightened geopolitical conflicts, including the Russian invasion of Ukraine and the more recent conflicts in the Middle East, are directly and indirectly (through comprehensive sanctions regimes) contributing to increased commodity prices, disrupted supply chains, global financial market volatility and significant industry losses.

We continue to monitor our direct investment and underwriting risks and our acquisition pipeline because of these ongoing conflicts. To date, we are not aware of operational disruption to us or our third party service providers because of these conflicts, and we have not identified any significant direct impacts from these events. We also continue to monitor for, and respond to, all changes in the global sanctions regime, updating our procedures accordingly.

Minimum Corporate Income Tax

In December 2021, the OECD released the final model rules on Pillar II, an initiative proposing a global minimum tax rate of 15% designed to ensure large multinational enterprises pay a minimum level of tax on the income arising in each jurisdiction where they operate. We have several subsidiaries in jurisdictions that have enacted Pillar II legislation, namely the U.K., Australia and Belgium.

In response to Pillar II initiatives, the government of Bermuda enacted a 15% corporate income tax in December 2023, which took effect on January 1, 2025. The Bermuda CIT regime provides a five-year exemption for companies meeting certain requirements. Absent the application of this exemption, and based on our substantial operations in Bermuda, we expect a meaningful portion of our income will be subject to the Bermuda CIT.

As of December 31, 2024, we qualified for the five-year exemption of the Bermuda CIT and Pillar II’s Under Tax Payment Rule (“UTPR”). We expect to continue qualifying for this exemption and do not anticipate any tax liability under the Bermuda CIT or the UTPR until at least 2030.

Note, the application of this exemption to the Bermuda CIT or the UTPR is tested on an annual basis, and failure to comply in any given year until 2030 will result in the loss of this exemption. The application of this exception requires, amongst other items, that we operate in six or fewer jurisdictions (in corporate or branch form). We are monitoring our activities around the globe to ensure we are not operating in more than six jurisdictions.

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Item 2 | Management's Discussion and Analysis | Liquidity and Capital Resources

Liquidity and Capital Resources

Overview

We aim to generate cash flows from our (re)insurance operations and investments, preserve sufficient capital for future acquisitions and new business, and develop relationships with lenders who provide borrowing capacity at competitive rates.

As of March 31, 2025, we had $1.2 billion of cash and cash equivalents, excluding restricted cash, that supports (re)insurance operations. Included in this amount was $251 million held by our foreign subsidiaries outside of Bermuda.

We closed 2024 with a group solvency capital ratio of 222%. Based upon our financial fundamentals and available funding sources, we continue to believe we have access to adequate liquidity and capital resources to meet business requirements under current market conditions and reasonably possible stress scenarios for the foreseeable future. We continuously monitor our liquidity and capital positions and adjust as required by market conditions.

The following represent our total capitalization as of March 31, 2025 and December 31, 2024.

Total capitalization attributable to Enstar excluding NCI was $8.2 billion as of March 31, 2025 and $7.9 billion as of December 31, 2024. Debt and Series D and E preferred shares to total capitalization attributable to Enstar excluding NCI was 30.1% and 29.6% as of March 31, 2025 and December 31, 2024, respectively. Debt to total capitalization attributable to Enstar was 23.9% and 23.1% as of March 31, 2025 and December 31, 2024, respectively.

Under the eligible capital rules of the Bermuda Monetary Authority (“BMA”), our Junior Subordinated Notes and Preferred Shares qualify as Tier 2 capital, and our Senior Notes qualify as Tier 3 capital when considering the Bermuda Solvency Capital Requirements (“BSCR”).

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Item 2 | Management's Discussion and Analysis | Liquidity and Capital Resources

For purposes of the financial covenants in our credit facilities, total debt excludes hybrid capital (defined as our Junior Subordinated Notes) not exceeding 15% of total capital attributable to Enstar. As of March 31, 2025, we were in compliance with the financial covenants in our credit facilities.

Liquidity and Capital Resources of Holding Company and subsidiaries

Holding Company Liquidity

We expect to make significant cash distributions in connection with the Merger. At the closing of the Merger, we expect to return capital of $500 million in cash to our shareholders as part of the Merger consideration. Also, in connection with the Merger, Parent will enter into a $950 million term loan facility. Although we will not be a guarantor or otherwise obligated for any amounts due under such term loan facility, we expect that Parent will seek to repay a significant portion of the facility at or following the closing of the Merger (and in any event prior to its maturity) with distributions from us.

We conduct substantially all of our operations through our subsidiaries. As such, the potential sources of liquidity to Enstar as a holding company consist of cash flows from our subsidiaries, including dividends, advances and loans, and interest income on loans to our subsidiaries. We have available borrowing capacity under our revolving credit facilities, and we have obtained funding through the issuance of senior notes and preferred shares, also the most recent debt issuance Enstar has also issued junior subordinated notes. The holding company also guarantees our Junior Subordinated Notes issued by one of our subsidiaries in prior years.

As of March 31, 2025, we had $800 million of available unutilized capacity under our unsecured revolving credit agreement, which expires in May 2028. We may request additional commitments under the facility up to an aggregate amount of $200 million, which the existing lenders, in their discretion, or new lenders, may provide.

We use cash to fund new acquisitions of companies. We also utilize cash for our operating expenses associated with being a public company and to pay dividends on our preferred shares and interest and principal on loans from subsidiaries and debt obligations, including loans under our credit facilities, our Senior Notes and our Junior Subordinated Notes.

We may, from time to time, raise capital from the issuance of equity, debt or other securities as we continuously evaluate our strategic opportunities. We filed an automatic shelf registration statement in March 2023 with the SEC to allow us to conduct future offerings of certain securities, if desired, including debt, equity and other securities.

As we are a holding company and have no substantial operations of our own, our assets consist primarily of investments in subsidiaries and our loans and advances to subsidiaries. Dividends from our (re)insurance subsidiaries are restricted by (re)insurance laws and regulations, as described below. The ability of all of our subsidiaries to make distributions and transfers to us may also be restricted by, among other things, other applicable laws and regulations and the terms of our credit facilities and our subsidiaries' bank loans and other issued debt instruments.

Based on our group's current corporate structure with a Bermuda domiciled parent company and the jurisdictions in which we operate, if the cash and cash equivalents held by our foreign subsidiaries were to be distributed to us, as dividends or otherwise, such amount would not be subject to incremental income taxes; however, in certain circumstances withholding taxes may be imposed by some jurisdictions, including by the United States.

Based on existing tax laws, regulations and our current intentions, there were no accruals as of March 31, 2025 for any material withholding taxes on dividends or other distributions.

Merger-related costs

Fees and other expenses that are contingent on the closing of the Merger are estimated to range from $90 million to $105 million for consulting and advisory, legal services and employee-related contractual payments. Refer to Note 1 of our unaudited condensed consolidated financial statements for further information on the Merger Agreement.

Junior Subordinated Debt

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Item 2 | Management's Discussion and Analysis | Liquidity and Capital Resources

recorded a loss on the partial extinguishment of $3 million during the first quarter of 2025, which was included within general and administrative expenses in our consolidated statement of operations. The remaining $117 million outstanding of the 5.75% Fixed-Rate Reset Junior Subordinated Notes due 2040 will be callable at 100% of par value plus accrued and unpaid interest as of September 1, 2025.

Sources and Uses of Cash

Cash and cash equivalents decreased by $73 million during the three months ended March 31, 2025, which was largely due to cash used in investing activities of $321 million, offset by cash provided by operating activities and financing activities of $143 million and $103 million, respectively.

Cash and cash equivalents decreased by $70 million during the three months ended March 31, 2024, which was largely due to cash used in operating and financing activities of $168 million and $8 million, respectively, partially offset by cash provided by investing activities of $102 million.

Analysis of Sources and Uses of Cash

Operating Cash Flow Activities

2025 vs 2024: Cash provided by operating activities of $143 million for the three months ended March 31, 2025 was driven by cash consideration received on the completion of new reinsurance deals of $358 million, net sales and maturities of trading securities of $76 million, and other sources provided by operating activities of $448 million, which was largely generated by the use of funds held balances to cover net paid claims on certain portfolios, partially offset by net paid losses of $739 million.

In comparison, cash used in operating activities of $168 million for the three months ended March 31, 2024 was driven by net paid losses of $670 million, partially offset by other sources provided by operating activities of $436 million which was largely generated by the release of funds held balances to cover net paid claims on certain portfolios and net sales and maturities of trading securities of $66 million.

Investing Cash Flow Activities

2025 vs 2024: Cash used in investing activities of $321 million for the three months ended March 31, 2025 was primarily due to net purchases of AFS securities of $357 million, partially offset by net sales of other investments of $36 million.

In comparison, cash provided by investing activities of $102 million for the three months ended March 31, 2024 was primarily due to net sales of fixed maturities, AFS of $184 million, partially offset by net purchases of other investments of $83 million.

Financing Cash Flow Activities

2025 vs 2024: Cash provided by financing activities of $103 million for the three months ended March 31, 2025 was primarily driven by the issuance of the 7.50% Junior Subordinated Notes, which generated proceeds of $345 million, offset by the cash offer tender of the 5.75% Junior Subordinated Notes resulting in the repayment of $233 million and the payment of preferred share dividends of $9 million.

In comparison, cash used in financing activities of $8 million for the three months ended March 31, 2024 was primarily driven by the payment of preferred share dividends of $9 million.

U.S. Finance Company Liquidity

Enstar Finance is a wholly-owned finance subsidiary under which we have issued two of our three series of Junior Subordinated Notes. Similar to our holding company, Enstar Finance is dependent upon funds from other subsidiaries to pay any amounts due under the Junior Subordinated Notes in the form of distributions or loans, which may be restricted by, among other things, other applicable laws and regulations and the terms of our credit facilities and our subsidiaries’ bank loans and other issued debt instruments.

Liquidity in Operating Companies

We expect that our operating companies will generate sufficient liquidity, together with our existing capital base and cash and investments acquired and from new business transactions, to meet cash requirements and to operate our business.

Sources of funds to our operating companies primarily consist of cash and investment portfolios acquired on the completion of acquisitions and new business, investment income earned, proceeds from sales and maturities of

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Item 2 | Management's Discussion and Analysis | Liquidity and Capital Resources

investments and collection of reinsurance recoverables. We also collect small amounts of premiums and fee and commission income.

Cash balances acquired upon the purchase of (re)insurance companies are classified as cash provided by investing activities, whereas cash from new business is classified as cash provided by operating activities.

The primary uses of funds by our operating companies are claims payments, investment purchases, operating expenses and collateral requirements.

The ability of our (re)insurance subsidiaries to pay dividends and make other distributions is limited by the applicable laws and regulations of the jurisdictions in which our (re)insurance subsidiaries operate, including Bermuda, the United Kingdom, the United States, Australia, Liechtenstein and Belgium, which subject these subsidiaries to significant regulatory restrictions.

These laws and regulations require, among other things, certain of our (re)insurance subsidiaries to maintain minimum capital requirements and limit the amount of dividends and other payments that these subsidiaries can pay to us, which in turn may limit our ability to pay dividends and make other payments.

As of March 31, 2025, to our knowledge, all of our (re)insurance subsidiaries’ capital requirement levels were in excess of the minimum levels required for their respective regulatory jurisdictions.

Our subsidiaries' ability to pay dividends and make other forms of distributions may also be limited by our repayment obligations under certain of our outstanding credit facility agreements and other debt instruments. Variability in ultimate loss payments and collateral amounts required may also result in increased liquidity requirements for our subsidiaries.

Debt Obligations

We utilize debt financing and loan facilities primarily for funding acquisitions and significant new business, investment activities and, from time to time, for general corporate purposes.

Our debt obligations as of March 31, 2025 and December 31, 2024 were as follows:


Facility	Due Date		March 31, 2025		December 31, 2024
			(in millions of U.S. dollars)

4.95% Senior Notes	May 2029		$	497	$	497
3.10% Senior Notes	September 2031		496		496
Total Senior Notes			993		993
5.75% Junior Subordinated Notes	August 2040		116		346
5.50% Junior Subordinated Notes	January 2042		494		494
7.50% Junior Subordinated Notes	April 2045		345		—

Total Junior Subordinated Notes			955		840

Total debt obligations	$	1,948	$	1,833

Our debt obligations increased by $115 million from December 31, 2024, primarily due to the issuance of our 7.50% Junior Subordinated Notes, partially offset by our tender offer for a portion of our 5.75% Junior Subordinated Notes.

Under the eligible capital rules of the BMA, the Senior Notes qualify as Tier 3 capital and the Junior Subordinated Notes qualify as Tier 2 capital when considering the BSCR.

We may from time to time seek to retire or purchase our outstanding debt through cash purchases, redemptions and/or exchanges for other securities, in open market purchases, privately negotiated transactions or otherwise. Any such repurchases, redemptions or exchanges will be dependent upon several factors, including our liquidity requirements, contractual restrictions, general market conditions and applicable regulatory, legal and accounting factors.

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Item 2 | Management's Discussion and Analysis | Liquidity and Capital Resources

Credit Ratings

The following table presents our credit ratings as of May 1, 2025:

Credit ratings (1)

Standard and Poor’s

Fitch Ratings

Long-term issuer

BBB+ (Outlook: Stable)

2029 Senior Notes

BBB+

BBB

2031 Senior Notes

BBB

2040, 2042 and 2045 Junior Subordinated Notes

BBB-

Series D and E Preferred Shares

BBB-

(1) Credit ratings are provided by third parties, Standard & Poor’s and Fitch Ratings, and are subject to certain limitations and disclaimers. For information on these ratings, refer to the rating agencies’ websites and other publications.

Agency ratings are not a recommendation to buy, sell or hold any of our securities and may be revised or withdrawn at any time by the issuing organization. Each agency's rating should be evaluated independently of any other agency's rating1.

Contractual Obligations

Reserves for Losses and LAE

We generally attempt to match the duration of our investment portfolio to the duration of our general liability profile. We generally seek to maintain investment portfolios that are shorter or of equivalent duration to the liabilities in order to provide liquidity for the settlement of losses and, where possible, to avoid having to liquidate longer-dated investments. The settlement of liabilities also has the potential to accelerate the natural payout of losses, which may require additional liquidity. As of March 31, 2025 and December 31, 2024, the estimated weighted average durations of our Run-off segment gross reserves for losses and LAE were 4.64 and 4.57 years, respectively.

Share Repurchases, Return of Capital and Dividends

We believe that the best investment is in our business, by funding future transactions and meeting our financing obligations. We may choose to return value to shareholders in the form of share repurchases or dividends. To date, we have not declared any dividends on our ordinary shares. We may re-evaluate this strategy from time to time based on overall market conditions and other factors.

As part of the Merger Agreement as set out in Note 1. Merger Agreement of our unaudited condensed consolidated financial statements, Enstar has agreed to a return of capital of $500 million to our shareholders at the close of the Merger, as part of the total $338 per ordinary share received.

We have 16,000 Series D Preferred Shares with an aggregate liquidation value of $400 million and 4,400 Series E Preferred Shares with an aggregate liquidation value of $110 million. The dividends on both Series of Preferred Shares are non-cumulative and may be paid quarterly in arrears, only when, as and if declared.

Any payment of ordinary or preferred dividends must be approved by our Board. Our ability to pay ordinary and preferred dividends is subject to certain restrictions.

1 For information on risks related to our credit ratings, refer to "Item 1A. Risk Factors - Risks Relating to Liquidity and Capital Resources" and "Item 1A. Risk Factors - Risks Relating to Ownership of our Shares" in our Annual Report on Form 10-K for the year ended December 31, 2024.

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Item 2 | Management's Discussion and Analysis | Liquidity and Capital Resources

Off-Balance Sheet Arrangements

As of March 31, 2025, we are subject to certain investment commitments and parental guarantees. We do not believe it is reasonably likely that these arrangements will have a material unplanned current or future effect on our financial condition as they are considered in normal course of business and on-going stress testing.

We also utilize unsecured and secured letters of credit2 (“LOCs”) and a deposit facility.

The following table represents our outstanding unfunded investment commitments and LOCs by duration as of March 31, 2025:


		Short-Term		Long-Term
		Less than 1 Year		More than 1 Year		Total
	(in millions of U.S. dollars)
Investing Activities
Unfunded investment commitments(1)		$	284	$	998	$	1,282
Financing Activities

Letters of credit		$	—	$	1,898	$	1,898

(1) Included in unfunded investment commitments, is a commitment we entered into, to invest $10 million in an insurance-linked securities (“ILS”) arrangement through a Bermuda-based collateralized reinsurer, determined to be a related party, that will provide reinsurance capacity across a diversified portfolio of casualty programs.

Subsequent to March 31, 2025, we entered into investment commitments. Refer to Note 19 of our unaudited condensed consolidated financial statements for more information.

2 Refer to Note 18 to our consolidated financial statements included within our 2024 Form 10-K for further details.

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Item 3 | Quantitative and Qualitative Disclosures About Market Risk

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are principally exposed to four types of market risk: interest rate risk, credit risk, equity price risk and foreign currency risk. For the three months ended March 31, 2025, there were no material changes to these market risks or our policies to address these market risks, as disclosed in “Part II, Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in our 2024 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of March 31, 2025. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that we maintained effective disclosure controls and procedures to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and timely reported as specified in the rules and forms of the U.S. Securities and Exchange Commission and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Enstar Group Limited | First Quarter 2025 | Form 10-Q 81

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Part II - Other Information

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For a discussion of legal proceedings, see Note 18 to our unaudited condensed consolidated financial statements, which is incorporated herein by reference.

ITEM 1A. RISK FACTORS

Our results of operations and financial condition are subject to numerous risks and uncertainties described in “Risk Factors” included in Item 1A of our 2024 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

There were no ordinary shares acquired by the Company during the three months ended March 31, 2025.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the three months ended March 31, 2025, no director or officer of the Company adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Enstar Group Limited | First Quarter 2025 | Form 10-Q 82

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Part II - Other Information

ITEM 6. EXHIBITS

EXHIBIT INDEX


Exhibit No.						Description
2.1						Agreement and Plan of Merger, dated as of July 29, 2024, by and among Enstar Group Limited, Deer Ltd., Deer Merger Sub, Ltd. Elk Bidco Limited, and Elk Merger Sub Limited (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filed on July 29, 2024).
3.1						Memorandum of Association of Enstar Group Limited (incorporated by reference to Exhibit 3.1 of the Company’s Form 10-K/A filed on May 2, 2011).
3.2						Seventh Amended and Restated Bye-Laws of Enstar Group Limited (incorporated by reference to Exhibit 3.2 of the Company’s Form 10-K/A filed on April 29, 2025).
3.3						Certificate of Designations of Series C Participating Non-Voting Perpetual Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on June 17, 2016).
3.4						Certificate of Designations of 7.00% fixed-to-floating rate perpetual non-cumulative preference shares, Series D (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on June 27, 2018).
3.5						Certificate of Designations of 7.00% perpetual non-cumulative preference shares, Series E (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on November 21, 2018).
4.1						Junior Subordinated Indenture, dated as of March 18, 2025, between the Company and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed on March 18, 2025).
4.2						First Supplemental Indenture, dated as of March 18, 2025, between the Company and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K filed on March 18, 2025).
10.1*s						Loss Portfolio Transfer Reinsurance Agreement, dated as of January 13, 2025, by and between the Members of Lloyd’s Syndicate 609 for the 2023 and prior years of accounting, acting through their managing agent Atrium Underwriters Limited, and the Members of Lloyd’s Syndicate 2008 for the 2025 year of account, acting through their managing agent Enstar Managing Agency Limited.
10.2+						Enstar Group Limited 2025 Annual Incentive Compensation Program (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on March 3, 2025).
31.1*						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted under 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						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						XBRL Taxonomy Extension Schema
101.CAL						XBRL Taxonomy Extension Calculation Linkbase
101.LAB						XBRL Taxonomy Extension Label Linkbase
101.DEF						XBRL Taxonomy Extension Definition Linkbase
101.PRE						XBRL Taxonomy Extension Presentation Linkbase
104						Cover page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)

_______________________________

* filed herewith

** furnished herewith

+ denotes management contract or compensatory arrangement

s certain of the schedules and similar attachments are not filed but Enstar Group Limited undertakes to furnish a copy of the schedules or similar attachments to the SEC upon request

Enstar Group Limited | First Quarter 2025 | Form 10-Q 83

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SIGNATURES

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 on May 1, 2025.


			ENSTAR GROUP LIMITED

By:			/s/ Matthew Kirk
			Matthew Kirk Chief Financial Officer, Authorized Signatory and Principal Financial Officer

By:			/s/ Girish Ramanathan
			Girish Ramanathan Chief Accounting Officer and Principal Accounting Officer

Enstar Group Limited | First Quarter 2025 | Form 10-Q 84