Form 8-K/A

8-K/A — Howard Hughes Holdings Inc.

Accession: 0001104659-26-083909

Filed: 2026-07-15

Period: 2026-06-04

CIK: 0001981792

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Financial Statements and Exhibits

Documents

8-K/A — tm2620400d1_8ka.htm (Primary)

EX-23.1 — EXHIBIT 23.1 (tm2620400d1_ex23-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2620400d1_ex99-1.htm)

EX-99.2 — EXHIBIT 99.2 (tm2620400d1_ex99-2.htm)

EX-99.3 — EXHIBIT 99.3 (tm2620400d1_ex99-3.htm)

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8-K/A — FORM 8-K/A

8-K/A (Primary)

Filename: tm2620400d1_8ka.htm · Sequence: 1

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0001981792

2026-06-04

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 4, 2026

HOWARD HUGHES HOLDINGS INC.

(Exact Name of Registrant as Specified

in its Charter)

Delaware

(State or Other Jurisdiction

of Incorporation or Organization)

001-41779

(Commission File Number)

93-1869991

(IRS Employer Identification

No.)

9950 Woodloch Forest Drive, Suite 1100

The Woodlands, Texas 77381

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including

area code: (281) 719-6100

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

Title of each class

Trading Symbol(s)

Name of each

exchange on which registered

Common

stock, par value $0.01 per share

HHH

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of

the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth

company ¨

If an emerging growth company, indicate by check mark if 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. ¨

Explanatory Note

As previously reported, on June 4, 2026,

Howard Hughes Insurance Holdings, LLC, a Delaware limited liability company (“Buyer”) and wholly-owned subsidiary of Howard

Hughes Holdings Inc. (the “Company”), completed its acquisition (the “Vantage Transaction”) of Vantage Group Holdings,

Ltd., a Bermuda exempted company with liability limited by shares (“Vantage”) (the “Closing”), pursuant to that

certain Purchase and Sale Agreement (the “Purchase Agreement”), dated as of December 17, 2025, by and among Buyer, Vantage,

Carlyle Partners VII Cayman Holdings V, L.P., a Cayman Islands exempted limited partnership (the “Carlyle Investor”), H&F

Vantage Aggregator, L.P., a Cayman Islands exempted limited partnership (the “H&F Investor”), each of the other shareholders

of Vantage (the “Additional Shareholders”, together with the Carlyle Investor and the H&F Investor, each a “Seller”

and collectively, the “Sellers”), the Carlyle Investor and the H&F Investor, in their capacities as the Sellers’

representatives, and, solely for purposes of guaranteeing the obligations of Buyer pursuant to the Purchase Agreement, the Company.

At the Closing, Buyer acquired all of

Vantage’s outstanding shares of capital stock for an aggregate cash consideration of $2.1 billion, subject to customary adjustments.

The Vantage Transaction was financed through cash on hand and $1 billion of non-voting preferred equity financing from Pershing Square

Holdings, Ltd.

The Company reported the Vantage Transaction on

a Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 5, 2026 (the “Original 8-K”), and

is filing this amendment to the Original 8-K (this “Form 8-K/A”) to amend and supplement the Original 8-K to include historical

financial statements of Vantage and pro forma financial information as required by Items 9.01(a) and 9.01(b), respectively, of Form 8-K

that were excluded from the Original 8-K in reliance on the instructions to such items. Except as noted in this paragraph, no other information

contained in the Original 8-K is amended or supplemented. This Form 8-K/A should be read together with the Original 8-K.

The unaudited pro forma condensed combined financial

information included in this Form 8-K/A are presented for illustrative purposes only, contain a variety of adjustments, assumptions and

estimates, and are not necessarily indicative of what the Company’s actual financial position or results of operations would have

been had the Vantage Transaction been completed on the date indicated. The Company’s actual results and financial position may differ

materially and adversely from the unaudited pro forma condensed combined financial information included in this Form 8-K/A. Important

factors that may affect actual results include, but are not limited to, risks and uncertainties relating to the Company’s business

and Vantage’s business, as applicable (including each company’s ability to achieve strategic goals, objectives, and targets

over applicable periods), industry performance, and general business and economic conditions.

Item 9.01 Financial Statements and Exhibits.

(a) Financial

Statements of the Business Acquired.

The audited financial statements of Vantage

as of and for the years ended December 31, 2025 and 2024, including the related notes thereto, are filed herewith as Exhibit 99.1 and

incorporated herein by reference.

The unaudited financial

statements of Vantage as of March 31, 2026 and for the three months ended March 31, 2026 and 2025, including the related notes thereto,

are filed herewith as Exhibit 99.2 and incorporated herein by reference.

(b) Pro

Forma Financial Information.

The unaudited pro forma condensed combined

balance sheet of the Company as of March 31, 2026 and the unaudited pro forma condensed combined statements of operations of the Company

for the three months ended March 31, 2026 and the year ended December 31, 2025, including the related notes thereto, giving effect to

the Vantage Transaction, are filed herewith as Exhibit 99.3 and incorporated herein by reference.

Exhibit

No. Description

23.1 Consent of PricewaterhouseCoopers,

LLP, Vantage Group Holdings, Ltd.’s independent auditors.

99.1 Audited financial statements of Vantage Group Holdings, Ltd. as of and for the years ended December

31, 2025 and 2024, including the related

notes thereto.

99.2 Unaudited condensed financial statements of Vantage Group Holdings, Ltd. as of March

31, 2026 and for the three months ended March 31, 2026 and 2025, including the related notes thereto.

99.3 Unaudited pro forma condensed combined balance sheet of the Company as of March 31, 2026, and unaudited

pro forma condensed combined statements of operations of the Company for the three months ended March 31, 2026 and the year ended December

31, 2025, including the related notes thereto.

104 Cover Page Interactive Data

File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

HOWARD HUGHES HOLDINGS, INC.

Dated: July 15, 2026

By:

/s/ Carlos A. Olea

Name:

Carlos A. Olea

Title:

Chief Financial Officer

EX-23.1 — EXHIBIT 23.1

EX-23.1

Filename: tm2620400d1_ex23-1.htm · Sequence: 2

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference in the Registration

Statements on Form S-3 (No. 333-273943) and Form S-8 (Nos. 333-273945 and 333-290896) of Howard Hughes Holdings Inc. of our report dated

March 11, 2026 relating to the financial statements of Vantage Group Holdings Ltd., which appears in this Current Report on Form 8-K/A.

/s/ PricewaterhouseCoopers LLP

New York, New York

July 15, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2620400d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

Vantage Group Holdings Ltd.

For the years ended December 31, 2025,

and December 31, 2024

Vantage Group Holdings Ltd.

Table of Contents

Page

Report of Independent Auditors

Consolidated Balance Sheets as of December 31, 2025, and December 31, 2024

Consolidated Statements of Operations for the years

ended December 31, 2025, and December 31,

2024

Consolidated Statements of Comprehensive Income for

the years ended December 31, 2025, and

December 31, 2024

Consolidated Statements of Changes in Equity for the

years ended December 31, 2025, and December 31,

2024

Consolidated Statements of Cash Flows for the years

ended December 31, 2025, and December 31,

2024

Notes to Consolidated Financial Statements

1. Nature of Operations

2. Basis of Presentation

3. Significant Accounting Policies

4. Investments

5. Fair Value Measurements

6. Variable Interest Entities and Noncontrolling

Interests

7. Reserves for claims and claim expenses

8. Shareholders’ Equity

9. Stock Based Compensation

10. Commitments, Contingencies and Other

Items

11. Reinsurance

12. Segment Information

13. Statutory financial information

14. Income Taxes

15. Subsequent Events

Report of Independent Auditors

To the Board of Directors of Vantage Group Holdings Ltd.

Opinion

We have audited the accompanying consolidated financial statements

of Vantage Group Holdings Ltd. and its subsidiaries (the “Company”), which comprise the consolidated balance sheets as of

December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of changes in equity

and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial

statements”).

In our opinion, the accompanying consolidated financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results

of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United

States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally

accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’

Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required to be independent of the

Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Consolidated Financial

Statements

Management is responsible for the preparation and fair presentation

of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America,

and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated

financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is required

to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s

ability to continue as a going concern for one year after the date the consolidated financial statements are available to be issued.

Auditors’ Responsibilities for the Audit of the Consolidated

Financial Statements

Our objectives are to obtain reasonable assurance about whether the

consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’

report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not

a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of

not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,

forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there

is a substantial likelihood that, individually or in the aggregate, they

would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with US GAAS, we:

· Exercise

professional judgment and maintain professional skepticism throughout the audit.

· Identify

and assess the risks of material misstatement of the consolidated financial statements, whether

due to fraud or error, and design and perform audit procedures responsive to those risks.

Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures

in the consolidated financial statements.

· Obtain

an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion

on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed.

· Evaluate

the appropriateness of accounting policies used and the reasonableness of significant accounting

estimates made by management, as well as evaluate the overall presentation of the consolidated

financial statements.

· Conclude

whether, in our judgment, there are conditions or events, considered in the aggregate, that

raise substantial doubt about the Company’s ability to continue as a going concern

for a reasonable period of time.

We are required to communicate with those charged with governance regarding,

among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters

that we identified during the audit.

Required Supplemental Information

Accounting principles generally accepted in the United States of America

require that the incurred and paid loss development for the years ended December 31, 2021 to December 31, 2024 on pages 23

to 24 be presented to supplement the basic financial statements. Such information is the responsibility of management and, although not

a part of the basic financial statements, is required by the Financial Accounting Standards Board who considers it to be an essential

part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context.

We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted

in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing

the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge

we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information

because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance.

New York, New York

March 11, 2026

Vantage Group Holdings Ltd.

CONSOLIDATED BALANCE SHEETS

(Expressed in 000’s U.S. dollars, except number of shares

and per share amounts)

December 31,

2025

December 31,

2024

ASSETS

Fixed maturity securities available for sale, at fair value

(amortized cost - $2,587,814 and $1,949,357 at December 31, 2025, and December 31, 2024, respectively)

$ 2,610,599

$ 1,922,196

Fixed maturity security held to maturity, at amortized cost

7,500

Short-term investments, at fair value

44,738

—

Total investments

2,662,837

1,929,696

Cash and cash equivalents

309,431

350,169

Restricted cash

4,517

6,276

Accrued investment income

20,438

15,167

Premiums receivable

635,767

540,943

Reinsurance recoverable on paid and unpaid losses

531,466

390,578

Prepaid reinsurance premiums

391,919

339,040

Deferred acquisition costs

125,777

94,450

Fee income receivable

39,998

62,561

Funds held by third parties

55,781

50,425

Other assets

83,613

52,032

Total assets

$ 4,861,544

$ 3,831,337

LIABILITIES

Reserves for claims and claim expenses

$ 1,942,748

$ 1,423,343

Unearned premiums

1,183,003

977,982

Reinsurance balances payable

236,081

220,095

Other liabilities

99,249

65,731

Total liabilities

3,461,081

2,687,151

COMMITMENTS AND CONTINGENCIES (NOTE 10)

SHAREHOLDERS’ EQUITY

Common shares, $10.00 par value, 150,000,000 shares authorized, 123,666,492 and 123,567,148 shares issued and outstanding at December 31, 2025, and December 31, 2024, respectively

1,236,665

1,235,671

Additional paid-in capital

42,455

35,536

Retained earnings (deficit)

94,171

(102,870 )

Accumulated other comprehensive income (loss)

19,568

(27,161 )

Total Vantage Group Holdings Ltd.

shareholders’ equity

1,392,859

1,141,176

Noncontrolling interest

7,604

3,010

Total equity

1,400,463

1,144,186

Total liabilities and shareholders’

equity

$ 4,861,544

$ 3,831,337

The accompanying notes are an integral part of

these consolidated financial statements.

Vantage Group Holdings Ltd.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in 000’s U.S. dollars)

Year Ended

December 31, 2025

Year Ended

December 31, 2024

Revenues

Net earned premiums

$ 1,035,443

$ 797,957

Net investment income

116,292

83,480

Net realized gains (losses) on investments

425

(1,355 )

Fee and other income

30,664

47,853

Total revenues

1,182,824

927,935

Expenses

Claims and claim expenses incurred, net

616,216

524,257

Acquisition expenses, net

195,380

128,312

General and administrative expenses

174,947

162,352

Other expenses

18,137

12,198

Total expenses

1,004,680

827,119

Income before income taxes

178,144

100,816

(Benefit) provision for income taxes

(23,603 )

324

Net income

201,747

100,492

Less: Net income attributable to noncontrolling interest

4,706

3,452

Net income attributable to Vantage

Group Holdings Ltd.

$ 197,041

$ 97,040

The accompanying notes are an integral part of

these consolidated financial statements.

Vantage Group Holdings Ltd.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Expressed in 000’s U.S. dollars)

Year Ended

December 31, 2025

Year Ended

December 31, 2024

Net income

$ 201,747

$ 100,492

Other comprehensive income

Change in net unrealized losses on investments, net of tax

46,729

6,562

Total other comprehensive income

46,729

6,562

Total comprehensive

income

$ 248,476

$ 107,054

The accompanying notes are an integral part of

these consolidated financial statements.

Vantage Group Holdings

Ltd.

CONSOLIDATED STATEMENTS

OF CHANGES IN EQUITY

(Expressed in 000’s U.S. dollars)

Year

Ended December 31, 2025

Common

Additional

paid-in

capital

Retained

(deficit)

earnings

Accumulated

other

comprehensive

(loss) income

Noncontrolling

interest

Total

Balance as of December 31, 2024

$ 1,235,671

$ 35,536

$ (102,870 )

$ (27,161 )

$ 3,010

$ 1,144,186

Issuance of common shares

994

(994 )

Distributions from noncontrolling interest

(112 )

Stock based compensation expense

7,913

Other comprehensive income

46,729

Net income

197,041

4,706

201,747

Balance as of December 31, 2025

$ 1,236,665

$ 42,455

$ 94,171

$ 19,568

$ 7,604

$ 1,400,463

Year

Ended December 31, 2024

Common

Additional

paid-in

capital

Retained

deficit

Accumulated

other

comprehensive

loss

Noncontrolling

interest

Total

Balance as of December 31, 2023

$ 1,233,783

$ 28,873

$ (199,910 )

$ (33,723 )

$ 5,645

$ 1,034,668

Issuance of common shares

2,388

(2,388 )

Repurchase of common shares

(500 )

Distributions from noncontrolling interest

(6,087 )

Stock based compensation expense

9,051

Other comprehensive income

6,562

Net income

97,040

3,452

100,492

Balance as of December 31, 2024

$ 1,235,671

$ 35,536

$ (102,870 )

$ (27,161 )

$ 3,010

$ 1,144,186

The accompanying notes are an integral part of

these consolidated financial statements.

Vantage Group Holdings Ltd.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in 000’s U.S. dollars)

Year Ended

December 31, 2025

Year Ended

December 31, 2024

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$ 201,747

$ 100,492

Adjustments to reconcile net income to net cash provided

by operating activities:

Depreciation, amortization, and accretion

1,861

6,207

Net realized (gains) losses on investments

(425 )

1,355

Stock-based compensation expense

7,913

9,051

Net (gains) losses on foreign exchange

(82 )

641

Change in:

Accrued investment income

(5,271 )

(3,828 )

Premiums receivable

(84,936 )

(123,075 )

Reinsurance recoverable on paid and unpaid losses

(140,888 )

(124,738 )

Prepaid reinsurance premiums

(52,879 )

(84,317 )

Deferred acquisition costs

(31,327 )

(29,501 )

Fee income receivable

22,563

(34,699 )

Funds held by third parties

(5,356 )

(24,721 )

Other assets

(35,801 )

(2,809 )

Reserves for claims and claim expenses

509,731

485,714

Unearned premiums

205,021

273,862

Reinsurance balances payable

15,854

48,372

Other liabilities

33,518

(1,603 )

Net cash provided by operating activities

641,243

496,403

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of fixed maturity securities

(1,197,481 )

(881,450 )

Sales of fixed maturity securities

139,457

118,827

Maturities, calls, and paydowns of fixed maturity securities

422,516

362,899

Net change in short term investments

(44,738 )

1,274

Acquisition of property and equipment

(3,382 )

(4,275 )

Net cash used in investing activities

(683,628 )

(402,725 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Repurchase of common shares

(500 )

Distributions to noncontrolling interest

(112 )

(6,087 )

Net cash used in financing activities

(112 )

(6,587 )

Net (decrease) increase in cash, cash equivalents, and

restricted cash

(42,497 )

87,091

Cash, cash equivalents, and restricted cash—beginning of year

356,445

269,354

Cash, cash equivalents, and restricted cash—end of

year

$ 313,948

$ 356,445

The accompanying notes are an integral part of

these consolidated financial statements.

Vantage Group Holdings Ltd.

Notes to Consolidated Financial Statements

1. Nature

of Operations

Vantage Group Holdings Ltd. (the “Company”

or “Vantage” or “we” or “our”) is a privately held Bermuda-exempted company that provides property,

casualty, and specialty (re)insurance through its wholly owned subsidiaries and provides underwriting services to a registered collateralized

insurer and segregated accounts company in Bermuda. The Company was incorporated on July 28, 2020, and is majority owned by funds

managed by The Carlyle Group, Inc. ("Carlyle") and Hellman & Friedman LLC ("H&F"). The Company's

principal operating subsidiaries, located in Bermuda and the United States, are described below:

Vantage Risk Ltd. (“VRL”), a Bermuda

domiciled company, provides property, casualty, and specialty (re)insurance on a worldwide basis.

Vantage Risk Specialty Insurance Company ("VRSIC"),

domiciled in Delaware, is a property and casualty insurance company which operates as an excess and surplus lines insurance company.

Vantage Risk Assurance Company ("VRAC"),

domiciled in Delaware, is a property and casualty insurance company which writes business on an admitted basis in 49 U.S. states.

On December 17, 2025, a subsidiary of Howard

Hughes Holdings Inc. entered into a definitive agreement to acquire 100% of the Company from the Company's current shareholders, including

Carlyle and H&F. The transaction is expected to close in the second quarter of 2026, subject to customary regulatory approvals.

2. Basis

of Presentation

The accompanying consolidated financial statements

have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).The

consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries and any variable interest

entity ("VIE") in which the Company is considered to be the primary beneficiary. All inter-company transactions and balances

are eliminated in consolidation. The preparation of financial statements in conformity with GAAP requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities (and disclosure of contingent assets and liabilities) at the

date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Ultimate actual results

could differ, possibly materially, from those estimates. Amounts are presented in United States of America (“U.S.”) Dollars.

Certain prior period amounts have been reclassified to conform to the 2025 presentation.

Recent Accounting Pronouncements

In September 2025, the FASB issued ASU 2025-06,

Targeted Improvements to the Accounting for Internal-Use Software. This ASU updates the capitalization framework for internal-use software

development costs to reflect current development practices. It replaces the concept of project stages with a recognition threshold based

on whether completion is probable. The ASU also modifies guidance for website development costs and aligns disclosure requirements for

capitalized software costs with those for property, plant, and equipment.

The ASU is effective for all entities for fiscal

years, including interim periods, beginning after December 15, 2027. Early adoption is permitted. Entities may apply the guidance

using a prospective, retrospective or modified transition approach. The Company is currently evaluating the potential impact of the new

standard on its financial statements and anticipates finishing this evaluation before the effective date.

3. Significant Accounting Policies

Cash, Cash Equivalents and Restricted Cash

Cash equivalents include money market instruments with a

maturity of ninety days or less when purchased.

Restricted cash represents amounts held for the

benefit of third parties and is legally or contractually restricted as to withdrawal or usage by the Company.

Investments

Fixed maturity investments and short-term investments

Fixed maturity securities are classified as either

available for sale (“AFS”) or held to maturity (“HTM”). AFS securities are reported at fair value, net of valuation

allowance for expected credit losses (if necessary), with unrealized changes in fair value recorded as a separate component of accumulated

other comprehensive income (“AOCI”) in shareholders’ equity. HTM securities are investments for which the Company has

the ability and positive intent to hold to maturity and are reported at amortized cost, net of valuation allowance for expected credit

losses (if necessary).

Short term investments include securities due

to mature within one year of the date of purchase and are recorded at fair value, which typically approximates cost.

Interest income, dividend income, amortization

and accretion of fixed maturity market premiums and discounts are recorded in net investment income, net of investment management and

custody fees in the consolidated statements of operations. The amortization of premium and accretion of discount for fixed maturity securities

is computed using the effective yield method.

Realized gains and losses on investments are determined

using cost calculated on a specific identification basis.

For mortgage-backed securities, and any other

holdings for which there is prepayment risk, prepayment assumptions are evaluated and revised as necessary. Any adjustments required due

to the resultant change in effective yields and maturities are recognized prospectively. Prepayment fees or call premiums that are only

payable when a security is called prior to its maturity are earned when received and reflected in net investment income.

Valuation allowance for fixed maturity investments

Management evaluates AFS securities with a fair

value that has declined below amortized cost to determine how the decline in fair value should be recognized. If determined, based on

the facts and circumstances related to the specific security, that management intends to sell a security or it is more likely than not

that management would be required to sell a security before the recovery of its amortized cost, any existing allowance for expected credit

losses is reversed with an offsetting entry to the security’s amortized cost. In circumstances where the allowance has been reversed

and the fair value is less than the amortized cost, the amortized cost of the security is written down to fair value. If neither of these

conditions exist, management evaluates whether the decline in fair value has resulted from credit related or other factors.

For AFS securities, management qualitatively considers

relevant facts and circumstances in evaluating whether a decline in fair value is credit related. Relevant facts and circumstances include

but are not limited to: (i) the extent to which the fair value is less than amortized cost, (ii) changes in agency credit ratings,

(iii) adverse conditions related to the security’s industry or geographical area, (iv) failure to make scheduled payments,

and (v) other known changes in the financial condition of the issuer or quality of any underlying collateral or credit enhancements.

If upon completion of this analysis it is determined

that a potential credit loss exists, a valuation allowance for expected credit losses is established equal to the amount by which the

present value of expected cash flows is less than amortized cost, limited to the amount by which fair value is less than amortized cost.

Management evaluates the need for a valuation

allowance for expected credit losses for its HTM security based on probability of default and loss given various default assumptions.

Once the Company has deemed all or a portion of the amortized cost uncollectible, the uncollectible portion of the allowance is removed

from the consolidated balance sheets by writing down the amortized cost basis of the security.

The Company performed a credit loss analysis for

its AFS fixed maturity securities (as well as its premiums receivable, reinsurance recoverable on paid and unpaid losses and fee income

receivable), and determined an allowance was not necessary.

The Company elected not to measure a valuation

allowance for expected credit losses for accrued investment income as uncollectible balances are written off in a timely manner.

Variable Interest Entities and Noncontrolling Interest

A VIE is a legal entity that does not have sufficient

equity at risk to finance its activities without additional subordinated financial support or is structured such that equity investors

lack the ability to make significant decisions relating to the entity’s operations through voting rights, or do not substantively

participate in the gains and losses of the entity.

The Company consolidates the results of operations

and financial position of all VIE's in which the Company is considered to be the primary beneficiary. The primary beneficiary is the entity

that has both (i) the power to direct the activities of the VIE that most significantly impact the economic performance of the VIE

and (ii) the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE.

At the inception of a variable interest in a VIE,

as well as on an ongoing basis, the Company determines whether it is the primary beneficiary based on a review of the VIE’s capital

structure, related contractual relationships and terms, nature of the VIE’s operations and purpose, nature of the VIE’s interests

issued and the Company’s involvement with the entity. When assessing the need to consolidate a VIE, management evaluates the design

of the VIE as well as the related risks to which the entity was designed to expose the variable interest holders. The consolidation assessment,

including the determination as to whether an entity qualifies as a VIE, depends on the facts and circumstances surrounding each entity.

For the consolidated VIE, the Company accounts

for the portion of equity of the third-party investor in the shareholders’ equity section of the consolidated balance sheets as

noncontrolling interest. The portion of the income attributable to the third-party investor is recorded in the consolidated statements

of operations in net income attributable to noncontrolling interest.

Limited Partnerships

The Company has an investment in a limited partnership

interest which is carried at fair value. As permitted by the relevant accounting guidance, the fair value is estimated using the net asset

value (“NAV”) reported by the external fund manager as a practical expedient. This investment is presented in other assets

on the consolidated balance sheets. Changes in fair value are recorded in realized gains or losses on investments on the consolidated

statements of operations.

Premiums and Acquisition Costs

Insurance Premiums

Insurance premiums written are recorded in accordance

with the terms of the underlying policies, are generally recorded at the policy inception and are primarily earned on a pro rata basis

over the term of the policies, usually 12 months. Unearned premiums represent the portion of premiums written that relate to the unexpired

terms of the policies in force.

Reinsurance Premiums

Reinsurance premiums written are recorded based

on the type of contract. For excess of loss reinsurance contracts, premiums are recorded as written based on the terms of the contract.

For pro rata reinsurance contracts, reinsurance premiums are recorded as written based on amounts reported by brokers and ceding companies,

supplemented by the Company’s own estimates of premiums where reports have not been received. The determination of estimates requires

a review by management based on experience with the ceding companies, familiarity with the market, timing of reported information, analysis

and understanding of the characteristics of each line of business, and management’s judgment of the impact of various factors, including

premium or loss trends on the volume of business written and ceded to the Company. On an ongoing basis, the Company’s underwriters

review the amounts reported by these third parties for reasonableness based on their experience and knowledge of the subject class of

business, taking into account management’s historical experience with the brokers or ceding companies. In addition, reinsurance

contracts under which the Company assumes business generally contain specific provisions which allow the Company to perform audits of

the ceding company to ensure compliance with the terms and conditions of the contract, including accurate and timely reporting of information.

Premium estimates are updated when new information is received and differences between such estimates and actual amounts are recorded

in the period in which estimates are changed, or the actual amounts are determined.

For multi-year reinsurance contracts which are

payable in annual installments, generally only the initial annual installment is included as premiums written at policy inception, due

to the ability of the reinsured to commute or cancel coverage under certain conditions during the term of the policy. The remaining annual

installments are included as premiums written at each successive anniversary date within the multi-year term.

Reinsurance premiums written, irrespective of

the class of business, are generally earned on a pro rata basis over the terms of the underlying policies or reinsurance contracts. Contracts

and policies written on a “losses occurring” basis cover claims that may occur during the term of the contract or policy,

which is typically 12 months. Accordingly, the reinsurance premium is earned evenly over the term. Contracts which are written on a “risks

attaching” basis cover claims which attach to the underlying insurance policies written during the terms of these contracts. Premiums

earned on “risks attaching” contracts usually extend beyond the original term of the reinsurance contract, typically resulting

in recognition of reinsurance premiums earned over a 24-month period.

Reinstatement Premiums

Reinstatement premiums for the Company’s

reinsurance operations are recognized at the time a loss event occurs, where coverage limits for the remaining life of the contract are

reinstated under pre-defined contract or policy terms. Reinsurance reinstatement premiums are fully earned when recognized. The accrual

of reinstatement premiums is based on an estimate of claims and claim expenses, which reflects management’s judgment.

Premiums Receivable

Premiums receivable include amounts receivable

from agents, brokers and insureds that are both currently due and amounts not yet due on insurance policies and reinsurance contracts.

Premiums receivable balances are reported net of an allowance for expected credit losses (if necessary). The measurement of an allowance

for expected credit losses is based on relevant information about past events, including historical experience, current conditions, and

reasonable and supportable forecasts that affect the collectability of the reported amount.

The Company monitors credit risk associated with

premiums receivable through its ongoing review of amounts outstanding, aging of the receivable, historical loss data, and counterparty

financial strength measures (where available).

In certain instances, credit risk may be reduced

by the Company’s right to offset loss obligations and/or unearned premiums against premiums receivable. Any allowance for expected

credit losses is recorded in the consolidated statements of operations in the period the receivable is recorded and updated in subsequent

periods to reflect changes in the Company’s estimate of expected credit losses.

Deferred Acquisition Costs

Acquisition costs are incurred when a contract

or policy is issued and only the costs directly related to the successful acquisition of new and renewal contracts are deferred and amortized

over the same period in which the related premiums are earned. Deferred acquisition costs are presented net of ceding commissions that

are deferred and amortized over the same period in which the related premium is earned. Acquisition costs consist principally of commissions,

brokerage and premium tax expenses. Certain reinsurance contracts contain profit sharing provisions or adjustable commissions that are

estimated based on the expected claims and claim expenses on those contracts. Acquisition costs include accrual for such estimates of

commissions and are shown net of commissions and profit commissions earned on ceded reinsurance. Deferred acquisition costs are limited

to their estimated realizable value based on the related unearned premiums. Anticipated claims and claims expenses, based on historical

and current experience, and anticipated investment income related to those premiums are considered in determining the recoverability of

deferred acquisition costs. Acquisition costs are shown net of commissions on reinsurance purchased.

Reserves for Claims and Claim Expenses

The reserves for claims and claim expenses includes

estimates for unpaid claims and claim expenses on reported losses as well as an estimate of losses incurred but not reported (“IBNR”).

The reserve is based on individual claims, case reserves and other reserve estimates reported by insureds and ceding companies, as well

as management estimates of ultimate losses. We estimate ultimate losses using various generally accepted actuarial methods. Inherent in

the estimates of ultimate losses are expected trends in claim severity and frequency and other factors which could vary significantly

as claims are settled.

Accordingly, claims and claim expenses ultimately

paid may differ materially from the amounts recorded in the consolidated financial statements. These estimates are reviewed regularly

and, as experience develops and new information becomes known, the reserves are adjusted as necessary. Such adjustments, if any, are reflected

in the consolidated statements of operations in the period in which they become known and are accounted for as changes in estimates.

Reinsurance

The Company purchases reinsurance to increase

capacity and to limit the impact of individual losses and events on its underwriting results by reinsuring certain levels of risk with

other insurance enterprises or reinsurers. The Company uses pro rata, excess of loss and facultative reinsurance contracts. The premiums

paid to reinsurers (i.e., ceded premiums written) are recognized over the coverage period. Prepaid reinsurance premiums represent the

portion of premiums ceded which relate to the unexpired term of the contracts in force. Ceded reinsurance contracts do not relieve the

Company of its primary obligation to its (re)insureds.

Reinsurance recoverable on unpaid losses and loss

expenses are estimated in a manner consistent with the associated claim liability. Reinsurance recoverable related to IBNR is generally

developed as part of the Company’s loss reserving process, therefore, its estimation is subject to similar risks and uncertainties

as the estimation of IBNR. In certain instances, the Company obtains collateral, including letters of credit and trust accounts to reduce

the credit exposure on its reinsurance recoverable. The Company reports its reinsurance recoverable on paid and unpaid losses net of an

allowance for expected credit loss (if necessary). The allowance is based upon the Company’s ongoing review of amounts outstanding,

the financial condition of its reinsurers, amounts and form of collateral obtained and other relevant factors. Any allowance for expected

credit losses is recorded in the consolidated statements of operations in the period the recoverable is recorded and updated in subsequent

periods to reflect changes in the Company’s estimate of expected credit losses.

Fee Income Receivable

Fee income receivable primarily includes

amounts from third parties relating to potential variable fees. Revenue is recognized when the variable fee is probable of being

realized and the amount of the variable fee can be reliably estimated. The probability of the variable fee being realized is

assessed based on an evaluation of the terms and conditions of the reinsurance contracts, historical experience, and any other

relevant factors. The estimation of the amount of the variable fee to recognize takes into consideration the anticipated

profitability of the underlying reinsurance contracts, as well as any limitations or contingencies specified in the contracts. GAAP

requires that an entity include amounts only to the extent that it is probable that a significant reversal will not occur as of the

balance sheet date when the uncertainty associated with the variable consideration is subsequently resolved. In accordance with the

guidance, management revisits the estimate at each reporting date throughout the contract period. See note 6, "Variable

Interest Entities and Noncontrolling Interests" for additional information.

Share-Based Compensation

The Company applies a fair value-based measurement

method to account for its share-based payment arrangements with eligible employees and directors. Compensation expense is estimated based

on the fair value of the award at the grant date. Determining the fair value of share-based payment arrangements at the grant date requires

management’s judgment.

For share-based payment arrangements that contain

both a service and performance condition, the Company recognizes compensation expense only for the portion of the award that is considered

probable of vesting. The fair value of share-based payment arrangements considered probable of vesting are expensed over the requisite

service period on a graded vesting basis. The probability of share-based payment arrangements vesting is evaluated at each reporting period.

Share-based payment arrangements that contain only service conditions are expensed ratably over the requisite service period.

The Company has elected to recognize forfeitures

as they occur rather than estimating service-based forfeitures over the requisite service period.

Property and Equipment, and Capitalized Software Costs

Property and equipment, consisting of leasehold

improvements, furniture, and computer hardware, are carried at historical cost, less accumulated depreciation and any impairment in value.

Depreciation is computed using the straight-line method over the estimated useful economic lives of the assets (generally 3-5 years) or

the remaining lease term, whichever is shorter.

The assets’ residual value, useful lives

and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. If such review indicates that the carrying

amount of property and equipment assets is not recoverable, and the asset's fair value is less than the carrying amount, an impairment

charge is recognized. There was no material impairment charge in both December 31, 2025, and December 31, 2024. An item of property

or equipment is derecognized on disposal or when no future economic benefits are expected to arise from the continued use of the asset.

Capitalized software costs, which represent costs

directly related to obtaining, developing, or upgrading internal use software, are capitalized and amortized using the straight-line method

over a period generally not exceeding ten years. Amortization begins when the software is ready for its intended use, regardless of whether

the software has actually been placed in service.

Property and equipment and capitalized software

costs are included in other assets in the consolidated balance sheets.

Business Combinations and Asset Acquisitions

The Company evaluates acquisitions of assets and

other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition

by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a

single identifiable asset or group of similar identifiable assets. If the screen test is met, the transaction is accounted for as an asset

acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes

that have the ability to create outputs which would meet the definition of a business. Significant judgment is required in the application

of the screen test to determine whether an acquisition is a business combination or an asset acquisition.

If the transaction is determined not to be a business

combination, it is accounted for as an asset acquisition. Assets acquired are measured under a cost accumulation model, with cost allocated

to acquired assets on a relative fair value basis. Goodwill is not recognized in an asset acquisition.

If the transaction is determined to be a business

combination, all tangible and intangible assets acquired, and liabilities assumed, including contingent consideration, are recorded at

fair value. Goodwill is recognized for any difference between the consideration transferred and the fair value of the net identifiable

assets. Direct transaction costs in connection with business combinations are expensed as incurred, rather than capitalized as a component

of the cost of the assets in an asset acquisition.

Indefinite-lived Intangible Assets

Indefinite-lived intangible assets are not subject

to amortization and are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that

the assets may be impaired. The annual impairment test for indefinite-lived intangible assets may be completed through a qualitative assessment

to determine if the fair value of the indefinite-lived intangible assets is more likely than not greater than the carrying value. The

Company may elect to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that the carrying

value exceeds the fair value, the Company will test for impairment using a quantitative test. If the Company determines that impairment

of its intangible assets may exist, the amount of impairment loss is measured as the excess of carrying value over fair value. The Company

has not recorded any impairment charges during the years ended December 31, 2025, and December 31, 2024.

Indefinite-lived intangible assets are included

in other assets in the consolidated balance sheets.

Foreign Exchange

The U.S. dollar is the functional currency of

the Company and its subsidiaries. Monetary assets and liabilities denominated in foreign currencies are revalued at the prevailing exchange

rate at the balance sheet date, and revenues and expenses denominated in foreign currencies are translated at the prevailing exchange

rate on the transaction date, with the resulting foreign exchange gains or losses included in the consolidated statements of operations.

Non-monetary assets and liabilities denominated in foreign currencies are translated at the prevailing exchange rate on the transaction

date and are not subsequently revalued or remeasured.

Income Taxes

Certain subsidiaries of the Company operate in

jurisdictions where they are subject to taxation. Current and deferred income taxes are charged or credited to net income, or in certain

cases to AOCI, based on enacted tax laws and rates applicable in the relevant jurisdiction in the period in which the tax becomes accruable

or realizable. Deferred income taxes are provided for all temporary differences between the bases of assets and liabilities used in the

consolidated balance sheets and those used in the various jurisdictional tax returns.

A valuation allowance against deferred tax assets

is recorded if it is more likely than not that all, or some portion, of the benefits related to deferred tax assets will not be realized.

Adjustments to the valuation allowance are reflected in the consolidated statements of operations when there are changes in circumstances

that causes a change in judgment about realizability.

The Company recognizes the tax benefits of uncertain

tax positions only when the position is more-likely-than-not to be sustained on audit by the relevant taxing authorities. As of December 31,

2025, and December 31, 2024, the Company had no unrecognized tax benefits.

On December 27, 2023, the Bermuda

government enacted tax legislation referred to as the Bermuda Corporate Income Tax Act 2023 (“Bermuda CIT”). The Bermuda

CIT establishes a 15% corporate income tax, for in-scope businesses, for fiscal years beginning on or after January 1, 2025.

The enacted legislation includes a provision referred to as the Economic Transition Adjustment (“ETA”), which requires

Bermuda Constituent entities to establish tax basis in their assets and liabilities, excluding goodwill, based on fair value as of

September 30, 2023. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability

in an orderly transaction between market participants at the measurement date. See note 14, "Income Taxes" for additional

information.

Leases

The Company records expenses for operating leases

on a straight-line basis over the lease term. The Company recognizes assets and liabilities associated with leases in the consolidated

balance sheets. The Company does not record an asset or liability for leases with an initial term of 12 months or less.

The right-of-use asset and the lease liability

are recorded in other assets and other liabilities, respectively, in the Company’s consolidated balance sheets.

4. Investments

The following tables present the cost or amortized

cost, gross unrealized gains and losses, fair value and credit allowance of the Company’s AFS fixed maturity securities as of the

dates indicated:

December 31, 2025

Cost or

Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Fair Value

Credit

Allowance

($ in thousands)

U.S. Government

$ 162,501

$ 1,279

$ (269 )

$ 163,511

$ -

Asset-backed

423,806

3,988

(443 )

427,351

U.S. Agencies

836,913

5,852

(12,142 )

830,623

U.S. Corporate

1,121,579

27,093

(2,962 )

1,145,710

Foreign Governments

871

Municipalities

42,144

526

(137 )

42,533

Total

$ 2,587,814

$ 38,738

$ (15,953 )

$ 2,610,599

$ -

December 31, 2024

Cost or

Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Fair Value

Credit

Allowance

($ in thousands)

U.S. Government

$ 210,503

$ 331

$ (2,420 )

$ 208,414

$ -

Asset-backed

288,730

1,587

(1,058 )

289,259

U.S. Agencies

498,821

781

(20,495 )

479,107

U.S. Corporate

908,015

4,805

(10,109 )

902,711

Foreign Governments

6,384

(33 )

6,351

Municipalities

36,904

(610 )

36,354

Total

$ 1,949,357

$ 7,564

$ (34,725 )

$ 1,922,196

$ -

The cost or amortized cost and estimated fair

values of AFS fixed maturity securities, by remaining maturity are presented below. Expected maturities could differ from contractual

maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

December 31, 2025

Cost or

Amortized

Cost

Fair Value

($ in thousands)

Due in one year or less

$ 159,332

$ 159,157

Due after one year through five years

646,502

654,490

Due after five years through ten years

526,298

543,257

Due after ten years

43,406

43,447

Total

1,375,538

1,400,351

Asset-backed

423,806

427,351

Mortgage-backed securities

788,470

782,897

Total

$ 2,587,814

$ 2,610,599

The following table presents

the fair value and unrealized losses of the Company’s AFS fixed maturity securities, aggregated by investment category and length

of time that individual securities were in a continuous unrealized loss position, for which no valuation allowance for expected credit

loss has been recorded, as of the dates indicated:

Less than

12 months

12 Months

or More

Total

December 31, 2025

Fair Value

Unrealized

Losses

Fair Value

Unrealized

Losses

Fair Value

Unrealized

Losses

($ in thousands)

U.S. Government

$ 13,341

$ (17 )

$ 15,596

$ (252 )

$ 28,937

$ (269 )

Asset-backed

80,427

(218 )

3,044

(225 )

83,471

(443 )

U.S. Agencies

228,833

(2,024 )

151,907

(10,118 )

380,740

(12,142 )

U.S. Corporate

85,421

(883 )

82,250

(2,079 )

167,671

(2,962 )

Foreign Governments

871

Municipalities

977

(3 )

11,561

(134 )

12,538

(137 )

Total

$ 409,870

$ (3,145 )

$ 264,358

$ (12,808 )

$ 674,228

$ (15,953 )

Less than

12 months

12 Months

or More

Total

December 31, 2024

Fair Value

Unrealized

Losses

Fair Value

Unrealized

Losses

Fair Value

Unrealized

Losses

($ in thousands)

U.S. Government

$ 74,667

$ (1,556 )

$ 46,747

$ (864 )

$ 121,414

$ (2,420 )

Asset-backed

72,443

(583 )

14,492

(475 )

86,935

(1,058 )

U.S. Agencies

189,947

(2,074 )

175,872

(18,421 )

365,819

(20,495 )

U.S. Corporate

356,455

(4,202 )

142,872

(5,907 )

499,327

(10,109 )

Foreign Governments

6,351

(33 )

6,351

(33 )

Municipalities

16,448

(82 )

11,747

(528 )

28,195

(610 )

Total

$ 709,960

$ (8,497 )

$ 398,081

$ (26,228 )

$ 1,108,041

$ (34,725 )

Total gross unrealized losses represented approximately

2.4% and 3.1% of the aggregate fair value of the related securities as of December 31, 2025, and December 31, 2024, respectively.

The total gross unrealized losses are comprised of 448 and 869 individual securities as of December 31, 2025, and December 31,

2024, respectively. The Company concluded that for these securities, the gross unrealized losses during the years ended December 31,

2025, and December 31, 2024, were related to noncredit factors and therefore, did not recognize any credit-related losses during

the related periods. Additionally, the Company currently does not intend to and is not required to sell these investments prior to an

anticipated recovery in value.

The following table presents the gross realized

gains and gross realized losses from sales of our AFS fixed maturity securities during the periods indicated:

Year Ended

December 31, 2025

Year Ended

December 31, 2024

($ in thousands)

Gross realized gains from sales

$ 1,391

$ 84

Gross realized losses from sales

$ (1,532 )

$ (1,182 )

The following table presents the unrealized gains

(losses) for the Company's available for sale ("AFS") fixed maturities, net of tax, as the date indicated:

December 31, 2025

($ in thousands)

Gross unrealized gains

$ 22,785

Income taxes

(3,217 )

Net unrealized gains

$ 19,568

Net Investment Income

The components of net investment income are as follows during

the periods indicated:

Year Ended

December 31, 2025

Year Ended

December 31, 2024

($ in thousands)

Fixed maturity securities AFS

$ 104,690

$ 70,249

Fixed maturity securities HTM

1,057

1,141

Short term investments, cash and other

13,111

13,845

Gross investment income

118,858

85,235

Investment expenses

(2,566 )

(1,755 )

Net investment income

$ 116,292

$ 83,480

Pledged Investments

As of December 31, 2025, and December 31,

2024, the Company had restricted assets comprised of cash and cash equivalents and fixed maturity investments of $340.4 million and $328.2

million, respectively, that were pledged during the normal course of business.

5. Fair Value Measurements

Fair value is defined as the price that would

be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between open market participants at the

measurement date.

FASB ASC Topic "Fair Value Measurements and

Disclosures" prescribes a fair value hierarchy that prioritizes the inputs to the respective valuation techniques used to measure

fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities

(Level 1) and the lowest priority to valuation techniques that use at least one significant input that is unobservable (Level 3). The

three levels of the fair value hierarchy are described below:

· Fair

values determined by Level 1 inputs utilize unadjusted quoted prices obtained from active

markets for identical assets or liabilities for which the Company has access at the measurement

date. The fair value is determined by multiplying the quoted price by the quantity held by

the Company.

· Fair

values determined by Level 2 inputs utilize attributes (other than quoted prices included

in Level 1) that are observable for the asset or liability, either directly or indirectly.

Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs

other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable

at commonly quoted intervals, broker quotes and certain pricing indices; and

· Level

3 inputs are based all or in part on significant unobservable attributes for the asset or

liability, and include situations where there is little, if any, market activity for the

asset or liability. In these cases, significant management assumptions are used to establish

management’s best estimate of the assumptions used by other market participants in

determining the fair value of the asset or liability.

In certain cases, the inputs used to measure fair

value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the

fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value

measurement of the asset. The Company’s assessment of the significance of a particular input to the fair value measurement in its

entirety requires judgment, and the Company considers factors specific to the asset.

In order to determine if a market is active or

inactive for a security, a number of factors are considered, including, but not limited to, the spread between what a seller is asking

for a security and what a buyer is bidding for the same security, the volume of trading activity for the security in question, the price

of the security compared to its par value (for fixed maturity investments), and other factors that may be indicative of market activity.

There have been no material changes in the valuation

techniques, nor have there been any transfers into or out of Level 3 during the years presented in these consolidated financial statements.

Below is a summary of the assets that are measured at fair value on a recurring basis as of the dates indicated:

December 31,

2025

Level

Total

in thousands)

Fixed maturity securities

U.S. Government

$ -

$ 163,511

$ -

$ 163,511

Asset-backed

427,351

U.S. Agencies

830,623

U.S. Corporate

1,145,710

Foreign Governments

871

Municipalities

42,533

Short term investments

44,738

Total

$ -

$ 2,655,337

December 31,

2024

Level

Total

in thousands)

Fixed maturity securities

U.S. Government

$ -

$ 208,414

$ -

$ 208,414

Asset-backed

289,259

U.S. Agencies

479,107

U.S. Corporate

902,711

Foreign Governments

6,351

Municipalities

36,354

Total

$ -

$ 1,922,196

Level 1 and 3 Securities

The Company had no Level 1 or 3 securities as of

December 31, 2025, and December 31, 2024, respectively.

Level 2 Securities

The Company values Level 2 securities using various

observable market inputs obtained from a pricing service. The pricing service prepares estimates of fair value measurements for the Company’s

Level 2 securities using proprietary valuation models based on techniques such as matrix pricing which include observable market inputs.

The fair value measurements and disclosures guidance defines observable market inputs as the assumptions market participants would use

in pricing the asset or liability developed on market data obtained from sources independent of the Company. The extent of the use of

each observable market input for a security depends on the type of security and the market conditions at the balance sheet date. Depending

on the security, the priority of the use of observable market inputs may change as some observable market inputs may not be relevant or

additional inputs may be necessary. The Company uses the following observable market inputs (“standard inputs”), listed in

the approximate order of priority, in the pricing evaluation of Level 2 securities: benchmark yields, reported trades, broker/dealer quotes,

issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market research data.

The following describes the significant inputs

generally used to determine the fair value of the Company’s fixed maturity securities by asset class:

U.S. government and government agency securities

– U.S. government and government agencies and authorities’ securities are priced by the Company’s independent pricing

service utilizing standard inputs.

Asset-backed securities – valuations

provided by independent pricing services, substantially all through index providers and pricing vendors with an immaterial amount through

broker-dealers. The fair values of these securities are generally determined through the use of pricing models which use spreads to determine

the appropriate average life of the securities. These spreads are generally obtained from the new issue market, secondary trading and

from broker-dealers who trade in the relevant security market.

U.S. Corporate securities – valuations

provided by independent pricing services, substantially all through index providers and pricing vendors with an immaterial amount through

broker-dealers. The fair values of these securities are generally determined using the spread above the risk-free yield curve. These spreads

are generally obtained from the new issue market, secondary trading and from broker-dealers who trade in the relevant security market.

Foreign government securities – valuations

provided by independent pricing services, with all prices provided through index providers and pricing vendors. The fair values of these

securities are generally based on international indices or valuation models which include daily observed yield curves, cross-currency

basis index spreads and country credit spreads.

Municipal securities – valuations

provided by independent pricing services, with all prices provided through index providers and pricing vendors. The fair values of these

securities are generally determined using spreads obtained from broker dealers who trade in the relevant security market, trade prices

and the new issue market.

Short-term investments - valuations provided

by independent pricing services, generally determined using the spread above the risk-free yield curve.

Valuation models used by independent pricing services

can change from period to period, depending on the appropriate observable inputs that are available at the balance sheet date to price

a security.

Financial Instruments Disclosed, But Not Carried, at Fair Value

The Company uses various financial instruments

in the normal course of its business. The Company’s (re)insurance contracts are excluded from the fair value of financial instruments

accounting guidance, unless the Company elects the fair value option. The carrying values of cash and cash equivalents, accrued investment

income, certain other assets, certain other liabilities, and other financial instruments approximated their fair values. The fair value

of the fixed maturity security HTM was $9.5 million and $10.5 million, respectively, as of December 31, 2025 and December 31,

2024. The fair value was based on an internal model that incorporates maturity date (expected in 2028), scheduled interest payments and

a net present value factor, and is considered a Level 3 measurement.

Fair value measurements on a non-recurring basis

The Company measures the fair value of certain

assets on a non-recurring basis, generally quarterly, annually or when events or changes in circumstances indicate that the carrying amount

of the assets may not be recoverable. These assets include certain fixed assets and intangible assets.

6. Variable Interest Entities and Noncontrolling Interests

AdVantage

Reinsurance Bermuda Ltd.

Effective December 14, 2020, AdVantage Reinsurance

Bermuda Ltd. (f/k/a AdVantage Retro I Ltd.) (“AdVantage”) was incorporated under the laws of Bermuda and is a registered Collateralized

Insurer and Segregated Accounts Company. AdVantage operates utilizing segregated accounts to maintain separation of investor funds.

AdVantage is considered a VIE because it has equity

at risk with non-substantive voting rights.

AV0001 and AV0002

Prior to January 1, 2024, the Company held

a 50% participating, non-voting interest in two segregated accounts ("AV0001" and "AV0002") which are considered VIE's.

During 2024, AV0001 and AV0002 completed a novation agreement whereby AV0002 agreed to assume all rights and obligations from AV0001.

Following such novation, AV0001 was dissolved. At each of December 31, 2024 and December 31, 2025, the Company held a 50% participating,

non-voting interest in AV0002.

As of December 31, 2025, and December 31,

2024, the Company is the primary beneficiary of AV0002, and it has power over the activities that most significantly impact the economic

performance of the account. As a result, the Company consolidates AV0002, and all intercompany transactions have been eliminated.

As of December 31, 2025, the Company’s

consolidated balance sheet included total assets and liabilities attributable to AV0002 of $30.2 million (including $23.7 million of cash

and cash equivalents) and $13.7 million respectively. As of December 31, 2024, the Company’s consolidated balance sheet included

total assets and liabilities attributable to AV0002 of $34.2 million (including $23.2 million of cash and cash equivalents) and $27.1

million, respectively. The results of AV0002 are recorded a quarter in arrears due to the availability of financial information.

The Company accounts for the portion of AV0002

equity attributable to third party investors in the shareholders’ equity section of its consolidated balance sheets as noncontrolling

interest. The noncontrolling ownership in AV0002 preference shares was approximately 50% at December 31, 2025 and December 31,

2024. The portion of AV0002 income attributable to third party investors is recorded in the consolidated statements of operations in net

income attributable to noncontrolling interest.

AV0003

On December 15, 2022, AdVantage formed segregated

account AV0003 (“AV0003”) in connection with a new Subscription and Shareholder Agreement with a Preference Shareholder (third-party

investors). As of January 1, 2023, VRL sourced risk on behalf of AV0003 to match the risk and return appetite of the third-party

investors pursuant to a Reinsurance Services Agreement among VRL, AV0003 and AdVantage. VRL receives compensation based on capital deployed

and profits from AV0003. As of December 31, 2025, the separate quota share arrangement represented a variable interest of the Company

in AV0003, however, the Company is not the primary beneficiary of AV0003 and therefore AV0003 is not consolidated by the Company.

There are three revenue components for VRL associated with

AV0003:

· AV0003

cedes to VRL, and VRL assumes from AV0003 a 2.5% quota share of AV0003’s liabilities

and premiums under each reinsurance agreement entered into by AV0003 that is sourced by VRL

pursuant to the Reinsurance Services Agreement, subject to a cap.

· VRL

provides certain underwriting and related services to AV0003 and AV0003 paid VRL a fixed

quarterly fee based on AV0003’s share capital and reinsurance capital deployed.

· AV0003

also pays VRL a variable fee based on AV0003’s performance calculated six months following

the earlier of (i) the end of the last-expiring risk period under all reinsurance agreements

and (ii) commutation of all reinsurance agreements. This variable fee is trued up every

six months thereafter until final amounts are known.

The 2.5% quota share contract is recorded as

assumed premiums and recognized ratably over the contract term of the underlying reinsurance agreements. The quarterly fees for services

provided to AV0003 were recognized over time in the period the services were provided on a proportional basis that corresponds to the

time elapsed on the underlying reinsurance contract term. The variable fee was considered fully constrained and thus the transaction

price at inception was zero. Management revisited this estimate at the reporting date and accrued for fees likely to be achievable.

For the year ended December 31, 2025, net

earned premiums include $— million related to the 2.5% quota share, while fee and other income (losses) includes $(0.2) million

related to fixed and variable fees. For the year ended December 31, 2024, net earned premiums include $1.9 million related to the

2.5% quota share, while fee and other income includes $3.1 million related to fixed and variable fees.

AV0004 and AV0005

AdVantage formed segregated accounts AV0004 (“AV0004”)

and AV0005 (“AV0005” and each of AV0004 and AV0005, a “Segregated Account”) in connection with third-party investors

on November 15, 2023 and November 1, 2024, respectively. Pursuant to separate Reinsurance Services Agreements among an applicable

Segregated Account, AdVantage, VRL and AdVantage Capital Advisors, a registered and licensed insurance agent in Bermuda (“ACA”),

VRL (in the case of AV0004 only) and ACA sourced risk on behalf of such Segregated Account, to match the risk and return appetite of the

applicable third-party investors. As of December 31, 2025, separate quota share arrangements between each Segregated Account and

VRL represented a variable interest of the Company in AV0004 and AV0005; however, the Company is not the primary beneficiary of AV0004

or AV0005, so they are not consolidated by the Company.

There are three revenue components for the Company associated

with AV0004 and AV0005:

· AV0004

and AV0005 cede to VRL, and VRL assumes from them a 2.2% quota share of AV0004 and AV0005’s

liabilities and premiums under each reinsurance agreement entered into by AV0004 and AV0005

that is sourced by VRL or ACA pursuant to the Reinsurance Services Agreement, subject to

a cap.

· VRL

and ACA provide certain underwriting and related services to AV0004 and ACA provides certain

underwriting services to AV0005, and each Segregated Account pays VRL and/or ACA, as applicable,

a fixed quarterly fee based on such Segregated Account’s share capital and reinsurance

capital deployed.

· AV0004

and AV0005 may also pay VRL and/or ACA, as applicable, a variable fee based on their performance

calculated one month following the earlier of (i) the end of the last-expiring risk

period under all relevant reinsurance agreements and (ii) commutation of all relevant

reinsurance agreements. This variable fee will be trued up every three months thereafter

until final amounts are known.

The 2.2% quota share contracts are recorded as

assumed premiums and recognized ratably over the term of the underlying reinsurance agreements. The quarterly fees for services provided

to AV0004 and AV0005 are recognized over time in the period the relevant services are provided on a proportional basis that corresponds

to the time elapsed on the applicable underlying reinsurance contract term. The variable fee was considered fully constrained and thus

the transaction price at inception was zero. Management revisited this estimate at the reporting date and accrued for fees likely to

be achievable.

For the year ended December 31, 2025,

net earned premiums include $2.3 million related to the AV0004 and $11.0 million related to the AV0005 2.2% quota share agreements.

For the year ended December 31, 2025, fee and other income (losses) includes $(13.4) million related to fixed and variable fees

related to AV0004, and $39.8 million related to AV0005. For the year ended December 31, 2024, net earned premiums related to

AV0004 include $11.5 million related to the 2.2% quota share, while fee and other income includes $44.3 million related to fixed and

variable fees.

Because AdVantage is an independent company, the

assets of AdVantage can be used only to settle obligations of AdVantage and AdVantage is solely responsible for its own liabilities and

commitments. The Company’s financial exposure to AdVantage is limited to its investment in AdVantage’s preference shares,

VRL’s participation on a stop-loss reinsurance arrangement provided to AV0002, VRL’s quota share arrangements provided to

AV0003, AV0004 and AV0005, and counterparty credit risk (mitigated by collateral) arising from certain reinsurance cessions from VRL to

AV0002. The Company has not provided any financial or other support to AdVantage that it is not contractually required to provide.

7. Reserves for claims and claim expenses

The Company believes the most significant accounting

judgment made by management is its estimate of claims and claim expense reserves. Claims and claim expense reserves comprise case and

IBNR reserves.

As claims and claim expense reserves are estimates,

the Company’s actual losses incurred may be more or less than the Company’s previously developed estimates, which is referred

to as either unfavorable or favorable development, respectively.

The following table presents a reconciliation of claims

and claim expense reserves during the periods indicated:

Year Ended

December 31, 2025

Year Ended

December 31, 2024

($ in thousands)

Reserve for claims and claim expenses, as of beginning of year

$ 1,423,343

$ 940,403

Reinsurance recoverable, as of beginning of year(2)

378,655

262,189

Reserve for

claims and claim expenses, net of reinsurance recoverable, as of beginning of year

1,044,688

678,214

Net losses incurred during the year related to:

Current year

635,049

516,358

Prior period

(18,833 )

7,899

Total net losses

incurred

616,216

524,257

Net losses paid during the year related to:

Current year

57,149

30,706

Prior period

188,732

124,302

Total net losses

paid

245,881

155,008

Foreign exchange losses (gains)(1)

9,674

(2,775 )

Reserve for

claims and claim expenses, net of reinsurance recoverable, as of end of year

1,424,697

1,044,688

Reinsurance recoverable, as of end of year(2)

518,051

378,655

Reserve for

claims and claim expenses, as of end of year

$ 1,942,748

$ 1,423,343

(1) Reflects the impact of the foreign exchange revaluation of the reserve for claims and claim expenses, net of reinsurance recoverable,

denominated in non-U.S. dollars as at the balance sheet date.

(2) Excludes reinsurance recoverable on paid losses of $13.4 million and $11.9 million as of December 31, 2025, and December 31,

2024, respectively.

During the year ended December 31, 2025,

the Company had $18.8 million of favorable prior year reserve development, primarily related to reserve releases related to our AdVantage

business, and various lines of business in our insurance and reinsurance segments, partially offset by reserve strengthening related to

the military conflict between Russia and Ukraine.

During the year ended December 31, 2025,

the Company incurred $18.2 million of catastrophe losses primarily related to the January California Wildfires.

During the year ended December 31, 2024,

the Company had $7.9 million of unfavorable prior year reserve development, primarily related to our transaction liability business,

partially offset by reserve releases related to Hurricane Ida and various lines of business in the reinsurance segment.

During the year ended December 31, 2024,

the Company incurred catastrophe losses primarily related to the Baltimore bridge collapse and Hurricanes Helene and Milton in the amount

of $43.5 million.

It is possible that our financial condition,

results of operations or cash flows will be materially affected in future periods due to potential claims by (re)insureds.

Incurred and Paid Claims Development

The following is information about incurred and

paid claims development as of December 31, 2025, net of reinsurance, as well as cumulative claim frequency and the total of IBNR

liabilities plus expected development on reported claims included within the net incurred claims amounts. Cumulative number of reported

claims is reported on a per claim basis. The information about incurred and paid claims development for the years ended 2021 to 2024

is presented as unaudited supplementary information. Since 2021 was the first year of writing business, historical loss payouts for both

the Insurance and Reinsurance segments are not considered to be meaningful and have not been presented.

Insurance

At December

31, 2025

Ultimate

Incurred Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance

Total of IBNR

Liabilities Plus

Expected

Years Ended

December 31,

Development

Cumulative

Unaudited

Number of

Accident Year

2021

2022

2023

2024

2025

Reported

Claims

Reported Claims

($ in thousands)

2021

$ 12,197

$ 12,342

$ 13,084

$ 10,396

$ 7,179

$ 6,665

406

2022

95,539

96,948

97,759

81,326

52,633

3,980

2023

190,892

216,091

217,201

123,652

9,065

2024

286,267

291,467

223,462

15,267

2025

375,781

342,500

17,751

Total

$ 972,954

Cumulative

Paid Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance

Years Ended

December 31,

Unaudited

Accident Year

2021

2022

2023

2024

2025

($ in thousands)

2021

$ 209

$ 318

$ 414

$ 459

$ 463

2022

3,411

7,481

14,901

27,390

2023

3,905

26,456

58,450

2024

8,969

38,565

2025

18,743

Total

$ 143,611

All outstanding liabilities

prior to 2021, net of reinsurance

Liabilities

for claims and claim adjustment expenses, net of reinsurance

$ 829,343

Reinsurance

December 31, 2025

Ultimate

Incurred Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance

Total of

IBNR

Liabilities Plus

Expected

Years

Ended December 31,

Development

Cumulative

Unaudited

Number of

Accident

Year

2021

2022

2023

2024

2025

Reported

Claims

Reported Claims

($ in thousands)

2021

$ 214,216

$ 212,874

$ 208,888

$ 198,570

$ 200,791

$ 11,905

n/a

2022

270,593

274,410

273,689

299,292

76,456

n/a

2023

156,592

155,186

144,182

48,377

n/a

2024

230,093

218,790

121,566

n/a

2025

259,267

185,341

n/a

Total

$ 1,122,322

Cumulative

Paid Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance

Years Ended

December 31,

Unaudited

Accident Year

2021

2022

2023

2024

2025

($ in thousands)

2021

$ 71,242

$ 106,501

$ 143,099

$ 161,724

$ 177,148

2022

41,795

120,881

166,911

199,082

2023

19,145

45,702

73,505

2024

21,737

58,849

2025

38,405

Total

$ 546,989

All outstanding liabilities

prior to 2021, net of reinsurance

Liabilities

for claims and claim adjustment expenses, net of reinsurance

$ 575,333

Reconciliation

December 31,

2025

December 31,

2024

($ in thousands)

Net reserve for losses and loss expenses per the loss development triangles:

Insurance

$ 829,343

$ 559,729

Reinsurance

575,333

461,461

Total net reserves

for losses and loss expenses per the loss development triangles

1,404,676

1,021,190

Reinsurance recoverable for each loss

development triangle:

Insurance

459,507

322,281

Reinsurance

58,545

56,374

Total reinsurance

recoverable included in the loss development triangles

518,052

378,655

Total gross

reserves for losses and loss expenses included in the loss development triangles

1,922,728

1,399,845

Other balances not included in the loss

development triangles:

Other reserves not included in the loss development triangles(1)

13,466

26,618

Currency translation adjustment

6,554

(3,120 )

Total other

balances not included in the loss development triangles

20,020

23,498

Total gross

reserves for losses and loss expenses

$ 1,942,748

$ 1,423,343

(1) Relates to reserves associated with AV0002. See note 6, "Variable

Interest Entities and Noncontrolling Interests" for additional information.

8. Shareholders’ Equity

The Company did not declare dividends during the

years ended December 31, 2025, or December 31, 2024.

9. Stock Based Compensation

Under the Vantage Group Holdings Ltd. 2020 Share

Incentive Plan, as amended, the Company is authorized to issue up to 23,725,000 common shares to eligible persons. The Company may grant

awards based on shares of its common stock, including stock options, restricted stock units, and deferred stock units. To date, there

have been two types of stock option awards: founders grants and employee grants. The founders grants fully vested on an accelerated schedule

linked to financial metrics which were met in 2024.

Employee Grants

During the years ended December 31, 2025,

and December 31, 2024, the Company granted 2,492,675 and 2,966,400 option shares, respectively, to employees to purchase non-voting

common shares of the Company. The option shares have a total term of 10 years and vest based on a fixed schedule as follows:

· 25%

on the first anniversary (“Employee Vesting Commencement Date”); and

· thereafter,

an additional 6.25% on each three-month anniversary of the Employee Vesting Commencement

Date over three years following the first anniversary of the Employee Vesting Commencement

Date.

The following tables provide a roll forward of

stock option activity for the Employee Grants during the periods indicated:

For the year ended December 31,

2025

Units

Weighted

Average

Exercise Price

Weighted

Average

Remaining Contractual Life

Outstanding, beginning of year

19,781,889

$ 12.71

6.09

Granted

2,492,675

11.50

Exercised

(198,897 )

9.49

Forfeited or expired

(1,194,780 )

11.42

Outstanding,

end of year

20,880,887

$ 12.67

5.45

Exercisable,

end of year

16,455,116

$ 13.24

4.60

Weighted

Average

Weighted

Average

Remaining

For the year ended December 31,

2024

Units

Exercise

Price

Contractual

Life

Outstanding, beginning of year

17,477,985

$ 13.01

7.58

Granted

2,966,400

10.44

Exercised

Forfeited or expired

(662,496 )

10.54

Outstanding,

end of year

19,781,889

$ 12.71

6.09

Exercisable,

end of year

14,603,739

$ 13.68

5.15

The weighted average grant-date fair value of

stock options granted during the years ended December 31, 2025, and December 31, 2024 was $4.24 and $3.96, respectively. For

the year ended December 31, 2025, we recognized $7.4 million of expense, while $15.6 million was unrecognized and is expected to

be amortized up to 3.75 years. For the year ended December 31, 2024, we recognized $8.0 million of expense, while $16.7 million was

unrecognized and is expected to be amortized up to 3.5 years.

The fair value of the options was estimated on

the grant date using the Black-Scholes model using the following range of assumptions as of the dates indicated:

2025

2024

Expected annual dividend yield

- %

Expected volatility

28.30 %

28.90 %

Risk-free interest rate

3.93 %

4.64 %

Expected term

6.24

6.39

Deferred Stock Units

During the year ended

December 31, 2025, the Company granted 13,044 DSUs at a weighted-average grant date fair value of $11.50 and recognized $0.2

million of expense associated with DSUs. During the year ended December 31, 2024, the Company granted 90,000 DSU’s at a

weighted-average grant date fair value of $10.00 and recognized $0.9 million of expense associated with DSUs.

10. Commitments, Contingencies and Other Items

Concentrations of credit risk

The Company underwrites a significant amount

of its (re)insurance business through brokers. There is credit risk associated with payments of (re)insurance balances to the

Company in regard to these brokers' ability to fulfil their contractual obligations. In addition, in some jurisdictions, if the

broker fails to make payments to the insured under the Company’s policy, the Company may remain liable to the insured for the

deficiency. These brokerage companies are large and well established, and there are no indications they are financially

distressed.

The following table sets forth the Company’s

premiums written by broker that individually contributed more than 10% of total gross written premium during the periods indicated:

% of Gross Written Premium

Broker

December 31, 2025

December 31, 2024

Marsh & McLennan Companies Inc.

16.7 %

19.8 %

Aon Corporation and Subsidiaries

12.3 %

12.1 %

Arthur J. Gallagher & Co.

11.5 %

10.7 %

There was no other broker or (re)insured that

accounted for more than 10% of gross written premiums for the years indicated.

Operating leases

The Company leases office space and office equipment

under various operating leases, the expiration terms of which range from March 2026 to September 2033. Total rent expense with

respect to these operating leases for the years ended December 31, 2025, and December 31, 2024, was $1.9 million and $1.3 million,

respectively. Supplemental information related to operating leases is as follows for the years indicated:

Year

Ended

December 31, 2025

Year Ended

December 31, 2024

($ in thousands)

Operating lease right of use assets

3,235

3,010

Operating lease liability

3,098

3,036

Year

Ended

December 31, 2025

Year Ended

December 31, 2024

Weighted average remaining operating lease term

4.0 years

2.1 years

Maturities of the existing lease liabilities are expected

to occur as follows:

($ in thousands)

2026

$ 1,567

2027

570

2028

198

2029

198

Thereafter

565

Total operating

lease liability

$ 3,098

Letters of credit

Vantage Risk Ltd. has entered into several letter

of credit facilities (“LOCs”) with commercial banks, these LOCs are required under the terms of certain insurance and reinsurance

agreements.

The following table summarizes the outstanding letters of credit as

of December 31, 2025:

Bank

Commitment

In Use

($ in thousands)

Lloyds Bank Corporate Markets plc

75,000

59,494

Citibank Europe plc(1)

53,506

Wells Fargo Bank, N.A.(1)

42,516

Total

155,516

(1) Uncommitted facilities

Contingencies

The Company may become involved in a variety of

litigation and legal and regulatory proceedings relating to its business operations and, from time to time, it may become involved in

other actions.

If necessary, the Company will establish an accrued

liability for certain legal and regulatory proceedings. As of December 31, 2025, and December 31, 2024, no accrued liability

was recorded.

11. Reinsurance

The Company evaluates the financial condition

of its reinsurers and monitors concentration of credit risk arising from its exposure to individual reinsurers. The reinsurance program

is generally placed with reinsurers whose rating, at the time of placement, was A- or better (or the equivalent) as rated by one or more

nationally recognized statistical rating organizations; or those providing reinsurance on a collateralized basis. Exposure to a single

reinsurer is also controlled with restrictions dependent on rating.

The following table sets forth the effect of reinsurance

on premiums written and earned during the periods indicated:

Year Ended

December 31, 2025

Year Ended

December 31, 2024

($ in thousands)

Premiums written

Direct

$ 1,013,161

$ 814,157

Assumed

611,546

582,850

Ceded

(437,301 )

(409,512 )

Net written premiums

$ 1,187,406

$ 987,495

Premiums earned

Direct

$ 849,007

$ 637,403

Assumed

570,678

486,318

Ceded

(384,242 )

(325,764 )

Net earned premiums

$ 1,035,443

$ 797,957

12. Segment Information

The Company classifies its businesses into three

segments – insurance, reinsurance and corporate. The Company determined its segments using the management approach described in

accounting guidance regarding disclosures about segments of an enterprise and related information. The accounting policies of the segments

are the same as those used for the preparation of the Company’s consolidated financial statements.

The Company’s insurance and reinsurance

segments each have managers who are responsible for the overall profitability of their respective segments and who are directly accountable

to the Company’s Chief Operating Decision Maker (“CODM”), which is the Chief Executive Officer. The CODM does not assess

performance, measure return on equity or make resource allocation decisions on a line of business basis. Management measures segment performance

for its insurance and reinsurance segments based on underwriting income or loss. The Company does not manage its assets by segment, and,

accordingly, investment income is not allocated to each underwriting segment.

The Company’s insurance segment operates

in the United States and Bermuda. Product lines offered by the Company's U.S. insurance subsidiaries include casualty, property, professional

liability, financial lines, healthcare, construction, and political risk and credit. Products offered by the Company's Bermuda subsidiary

include financial & professional lines and healthcare & excess casualty.

The Company’s reinsurance segment consists

of products offered by the Company's Bermuda subsidiary. Product lines offered include specialty, property & casualty, financial

lines, and property catastrophe.

The Company’s corporate segment consists

primarily of management of our investment portfolio and certain corporate expenses. The segment results primarily include net investment

income, net realized gains (losses) on investments, fee and other income (loss), income tax items, and income from our non-controlling

interest.

The Company does not allocate its assets by segment.

The following tables summarize the Company’s

underwriting income by segment, together with a reconciliation of underwriting income to net income attributable to Vantage Group Holdings

Ltd. during the periods indicated:

Year Ended December 31, 2025

Insurance

Reinsurance

Corporate

Total

in thousands)

Gross written premiums

$ 1,099,890

$ 524,817

$ –

$ 1,624,707

Net written premiums

$ 687,448

$ 499,958

$ –

$ 1,187,406

Net earned premiums

$ 583,337

$ 452,106

$ –

$ 1,035,443

Claims and claim expenses incurred, net

(362,441 )

(253,775 )

–

(616,216 )

Acquisition expenses, net

(82,892 )

(112,488 )

–

(195,380 )

General and administrative expenses

(134,352 )

(33,125 )

(7,470 )

(174,947 )

Underwriting income (loss)

3,652

52,718

(7,470 )

48,900

Net investment income

–

116,292

Net realized gains on investments

–

425

Fee and other income, net

–

12,527

Income before income taxes

3,652

52,718

121,774

178,144

Benefit for income taxes

–

(23,603 )

Net income

3,652

52,718

145,377

201,747

Less: net income attributable to noncontrolling interest

–

4,706

Net income attributable to Vantage

Group Holdings Ltd.

$ 3,652

$ 52,718

$ 140,671

$ 197,041

Year Ended December 31, 2024

Insurance

Reinsurance

Corporate

Total

($ in thousands)

Gross written premiums

$ 959,554

$ 437,453

$ –

$ 1,397,007

Net written premiums

$ 579,307

$ 408,188

$ –

$ 987,495

Net earned premiums

$ 429,763

$ 368,194

$ –

$ 797,957

Claims and claim expenses incurred, net

(309,587 )

(214,670 )

–

(524,257 )

Acquisition expenses, net

(47,483 )

(80,829 )

–

(128,312 )

General and administrative expenses

(117,189 )

(37,077 )

(8,086 )

(162,352 )

Underwriting (loss) income

(44,496 )

35,618

(8,086 )

(16,964 )

Net investment income

–

83,480

Net realized losses on investments

–

(1,355 )

Fee and other income, net

–

35,655

(Loss) income before income taxes

(44,496 )

35,618

109,694

100,816

Income tax expense

–

324

Net (loss) income

(44,496 )

35,618

109,370

100,492

Less: net income attributable to noncontrolling interest

–

3,452

Net (loss) income attributable to

Vantage Group Holdings Ltd.

$ (44,496 )

$ 35,618

$ 105,918

$ 97,040

The following tables provide summary information

regarding net earned premiums by major line of business and net premiums written by underwriting location:

Year Ended December 31,

2025

2024

($ in thousands)

INSURANCE SEGMENT

Net earned premiums

North America

Casualty

$ 141,546

$ 81,977

Property

99,951

53,968

Professional Liability

58,152

48,371

Financial Lines

54,343

40,297

Healthcare

51,922

37,989

Construction

47,637

29,890

Political Risk and Credit

27,665

23,402

Total North America

$ 481,216

$ 315,894

International

Financial & Professional Lines

$ 59,467

$ 65,487

Healthcare & Excess Casualty

42,654

48,382

Total International

102,121

113,869

Total

$ 583,337

$ 429,763

Net written premiums by underwriting location

North America

$ 589,251

$ 467,537

International

98,197

111,770

Total

$ 687,448

$ 579,307

REINSURANCE SEGMENT

Net earned premiums

Specialty

$ 293,572

$ 240,624

Property & Casualty

121,580

83,041

Financial Lines

26,115

19,240

Property Catastrophe

10,839

25,289

Total

$ 452,106

$ 368,194

Net written premiums by underwriting location

$ 499,958

$ 408,188

Bermuda

13. Statutory financial information

The Company and its insurance and reinsurance

subsidiaries are subject to insurance laws and regulations in the jurisdictions in which they operate. These regulations include restrictions

that limit the amount of dividends or other distributions, such as loans or cash advances, available to shareholders without prior approval

of the insurance regulatory authorities.

VRL is registered under The Insurance Act of 1978

(Bermuda), amendments thereto, and related regulations which requires the Company to meet a minimum solvency margin and a minimum liquidity

ratio. The Bermuda Statutory Capital Requirement (“BSCR”) is a risk-based capital model to measure risk and to determine an

enhanced capital requirement ("ECR") and target capital level (defined as 120% of the ECR) for Class 4 insurers. VRL is

required to file an annual BSCR with the Bermuda Monetary Authority ("BMA"). VRL's 2024 BSCR was filed on April 30, 2025

with a BSCR ratio of 285%.

A Class 4 insurer is prohibited from declaring

or paying a dividend if in breach of its ECR, solvency margin or minimum liquidity ratio or if the declaration or payment of such dividend

would cause such a breach. Where an insurer fails to meet its solvency margin or minimum liquidity ratio on the last day of any financial

year, it is prohibited from declaring or paying any dividends during the next financial year without the approval of the Authority. Further,

a Class 4 insurer is prohibited from declaring or paying in any financial year dividends of more than 25% of its total statutory

capital and surplus (as shown on its previous financial year’s statutory balance sheet) unless it files (at least seven days before

payment of such dividends) with the Authority an affidavit signed by at least two directors and the insurer’s principal representative

stating that the declaration of such dividends has not caused the insurer to fail to meet its solvency margin or minimum liquidity ratio.

Class 4 insurers must obtain the Authority’s prior approval for a reduction by 15% or more of the total statutory capital as

set forth in its previous year’s statutory financial statements.

Our U.S. insurance subsidiaries, VRAC and VRSIC,

file financial statements prepared in accordance with statutory accounting practices prescribed or permitted by the Delaware Department

of Insurance. The principal differences between statutory financial statements and financial statements prepared in accordance with U.S.

GAAP for domestic companies are that statutory financial statements do not reflect DAC, some bond portfolios may be carried at amortized

cost, investment impairments are determined in accordance with statutory accounting practices, assets and liabilities are presented net

of reinsurance, policyholder liabilities are generally valued using more conservative assumptions and certain assets are non-admitted.

For U.S. insurance subsidiaries, aggregate minimum

required statutory capital, and surplus is based on the greater of the RBC level that would trigger regulatory action or minimum requirements

per state insurance regulation. At December 31, 2025, our U.S. insurance subsidiaries, individually, exceeded the minimum required

statutory capital and surplus requirements. Also, our U.S. insurance subsidiaries, individually, exceeded RBC minimum required levels.

Total statutory capital and surplus as of December 31,

2025, the associated required amount and statutory net income for the year ended December 31, 2025, was as follows:

Bermuda

U.S.

($ in thousands)

Statutory capital and surplus, as of December 31, 2025

$ 736,229

$ 446,278

Required statutory capital and surplus, as of December 31, 2025(1)

300,361

124,508

Maximum amount available for payment of dividends(2)

184,439

20,566

Net income, year ended December 31, 2025

$ 120,355

$ 48,796

(1) The required statutory capital and surplus for Bermuda is

based on the minimum solvency margin.

(2) Represents the maximum amount available for payment of dividends

or other distributions without prior regulatory approval.

14. Income Taxes

Under previous Bermuda law, no Bermuda income

or capital gains taxes are imposed on the Company and its Bermuda subsidiaries. The Minister of Finance of Bermuda had assured the Company

and its Bermuda subsidiary that, pursuant to The Exempted Undertakings Tax Protection Amendment Act of 2011, they will be exempt until

2035 from imposition of any such taxes. However, on December 27, 2023, the Government of Bermuda enacted the Bermuda CIT, which became

effective for tax years beginning on or after January 1, 2025. ASC 740, Accounting for Income Taxes, requires the effects of changes

in tax laws or rates to be recognized in the period in which the law is enacted, regardless of the effective date. Given the potential

for the new corporate income tax regime in Bermuda to supersede the Minister of Finance’s assurance, the Company is likely to become

subject to taxes in Bermuda before 2035. The Bermuda CIT Act applies a 15% corporate income tax to certain Bermuda constituent entities

of multi-national groups in fiscal years beginning on or after January 1, 2025. The act includes a provision referred to as the ETA,

which is intended to provide a fair and equitable transition into the tax regime. Another provision defers the effective date until 2030

for Bermuda companies that meet certain requirements. The Company expects to meet the requirements to remain exempt until 2030 at which

time it expects to incur and pay increased taxes in Bermuda. The Company has subsidiaries established in the U.S. and is subject to relevant

taxes in the U.S.

Provision for Income Taxes

The table below provides the Company's income

or loss before income taxes per tax jurisdiction, as well as the components of income tax attributable to operations:

Year ended

December 31, 2025

Year ended

December 31, 2024

($ in thousands)

Income (loss) before income taxes

Bermuda

$ 114,641

$ 110,719

United States

63,503

(9,903 )

Total income

before income taxes

178,144

100,816

Provision for income taxes

Current:

US - Federal

5,282

—

US - State and Local

1,140

149

Total provision

for current income taxes

6,422

149

Deferred:

Bermuda

(13,897 )

—

US - Federal

(16,128 )

175

Total (benefit)

provision for deferred income taxes

(30,025 )

175

Total (benefit)

provision for income taxes

$ (23,603 )

$ 324

Effective tax rate

(13 )%

— %

The effective tax rate is the ratio of “Total

(benefit) provision for income taxes” divided by “Income (loss) before income taxes.” The Company has operations in

Bermuda and the United States, where the statutory tax rates are 15% and 21% respectively. For the years ended December 31, 2025,

and December 31, 2024, the Company’s effective tax rate was (13)% and 0%, respectively, primarily due to the release of the

Bermuda and US valuation allowance against ordinary deferred tax assets.

We adopted ASU 2023-09 "Income Taxes (Topic

740): Improvements To Income Tax Disclosures" on a retrospective basis beginning with the year ended December 31, 2025. The

following table presents required disclosure pursuant to ASU 2023-09 and reconciles the U.S. federal statutory tax amount and rate to

our actual global effective amount and rate for the periods indicated:

Year ended

December 31, 2025

Year ended

December 31, 2024

Amount

Percent

Amount

Percent

($ in thousands)

Bermuda statutory tax - 15%

$ 26,722

15.00 %

$ 15,122

15.00 %

Other - Deferral of Bermuda CIT Under Limited International

Presence Exemption

(17,196 )

(10.00 )%

(16,608 )

(16.00 )%

Change in valuation allowance

(13,897 )

(8.00 )%

—

— %

Foreign tax effects:

U.S.:

Federal Statutory Tax

3,810

2.00 %

(594 )

(1.00 )%

US State & Local Tax(1)

1,140

1.00 %

149

— %

Change in valuation allowance

(21,223 )

(12.00 )%

2,305

2.00 %

Deferred Tax on Transfer of Assets

(3,213 )

(2.00 )%

—

— %

Other

254

0.14 %

(50 )

— %

Global effective tax

$ (23,603 )

(13.86 )%

$ 324

— %

(1) State and local taxes in Illinois and Florida made up the

majority (greater than 50 percent) of the tax effect in this category.

Cash taxes paid

We adopted ASU 2023-09 on

a retrospective basis for the year ended December 31, 2025 and have included the following table as a result of our adoption, which

presents income taxes paid (net of refunds received) for the periods indicated:

Year ended

December 31, 2025

Year ended

December 31, 2024

($ in thousands)

Bermuda taxes

$ —

Foreign taxes:

US - Federal

4,774

—

US - State and

Local

1,159

Total foreign

taxes

5,933

Total cash

taxes paid

$ 5,933

$ 93

For the year ended December 31,

2025, the Company has recorded a $30.0 million deferred tax benefit primarily due to the release of valuation allowance against its US

and Bermuda ordinary deferred tax assets.

In assessing whether a deferred tax asset can

be recovered and assessing the need for a valuation allowance, the Company considers all positive and negative evidence to determine whether

it is more likely than not that the tax benefit of part or all of a deferred tax asset will be realized. The Company’s framework

for assessing the recoverability of deferred tax assets primarily considers future reversal of existing taxable temporary differences,

available tax planning strategies and the expected occurrence of future taxable income. The weighting of the positive and negative evidence

is commensurate with the extent to which they can be objectively verified. As of December 31, 2025, and December 31, 2024, we

had a valuation allowance of $4.7 million and $39.8 million, respectively. We released a material portion of the valuation allowance during

2025 following our conclusion that we could demonstrate that it was more-likely-than-not that the related deferred tax assets will be

realized.

Significant components of the Company’s deferred

income taxes as of the dates indicated were as follows:

Year ended

December 31, 2025

Year ended

December 31, 2024

($ in thousands)

Deferred tax assets:

Net operating loss carryforward

$ —

$ 12,066

Net unrealized investment losses

—

1,811

Unearned premiums

21,291

15,177

Discounting of loss reserves

14,053

5,803

Compensation related

6,752

4,576

Bermuda intangible assets

13,631

R&D – software amortization

—

953

Other

1,247

1,193

Total deferred

tax assets

56,974

55,210

Deferred tax liabilities:

R&D – software amortization

578

—

Deferred acquisition costs

8,366

5,235

US intangible assets

2,112

1,937

US fixed assets

484

187

Prepaid assets

791

742

Bonds market discount

2,075

1,510

Excess ceding commission

8,944

7,723

Net unrealized

investment gains

4,113

—

Total deferred

tax liabilities

27,463

17,334

Net deferred tax assets

29,511

37,876

Less: Valuation

allowance

(4,693 )

(39,813 )

Total net

deferred tax assets (liabilities)

$ 24,818

$ (1,937 )

During the year ended December 31, 2025, the Company

had no U.S. net operating loss carryforwards.

The Company files income tax returns as required

by the tax laws of the jurisdiction in which it operates. Tax years that remain subject to examination by major taxing jurisdictions are

2022 through 2024. The Company is not currently under examination by income tax authorities in any jurisdiction.

Indefinite Reinvestment Assertions

Deferred income tax liabilities have not been

accrued with respect to the undistributed earnings of the Company's U.S. subsidiaries. It is the Company’s intention that all earnings

will be indefinitely reinvested. If the earnings were to be distributed, such amounts may be subject to withholding tax in the jurisdiction

of the paying entity.

Changes in Tax Law

Inflation Reduction Act. On August 7, 2022,

the Inflation Reduction Act (“IRA”) was enacted into law. Key provisions of the IRA include a 15% book-income alternative

minimum tax on corporations with financial accounting profits over $1 billion and a 1% excise tax on a publicly traded US corporation

for the value of its stock that is repurchased by the corporation during the tax year. We have reviewed the relevant provisions of the

IRA and have determined that as of December 31, 2025, the changes in tax law do not impact the Company.

On July 4, 2025, the One Big Beautiful Bill

Act ("the Act") was signed into law. The Act makes permanent key elements of the Tax Cuts and Jobs Act, including 100 percent

bonus depreciation, domestic research cost expensing, increasing the Advanced Manufacturing Investment Credit rate to 35 percent from

25 percent for qualifying assets and making modifications to the international tax framework. The Act includes multiple effective dates,

with certain provisions effective in 2025 and others phased in through 2027. We continue to evaluate the impact of the Act’s provisions

that will take effect in future years.

15. Subsequent Events

The Company has completed its subsequent events

evaluation for the period subsequent to the balance sheet date of December 31, 2025, through March 11, 2026, the date the consolidated

financial statements were available to be issued.

EX-99.2 — EXHIBIT 99.2

EX-99.2

Filename: tm2620400d1_ex99-2.htm · Sequence: 4

Exhibit 99.2

Vantage Group

Holdings Ltd.

For the three

months ended March 31, 2026, and 2025

Vantage

Group Holdings Ltd.

Table of Contents

Page

Consolidated

Balance Sheets as of March 31, 2026, and December 31, 2025 (Unaudited)

Consolidated

Statements of Operations for the three months ended March 31, 2026, and 2025 (Unaudited)

Consolidated

Statements of Comprehensive Income for the three months ended March 31, 2026, and 2025 (Unaudited)

Consolidated

Statements of Changes in Equity for the three months ended March 31, 2026, and 2025 (Unaudited)

Consolidated

Statements of Cash Flows for the three months ended March 31, 2026, and 2025 (Unaudited)

Notes

to Consolidated Financial Statements (Unaudited)

1. Nature of Operations

2. Basis of Presentation

3. Investments

4. Fair Value Measurements

5. Variable Interest Entities and Noncontrolling Interests

6. Reserves for claims and claim expenses

7. Shareholders’ Equity

8. Stock Based Compensation

9. Commitments, Contingencies and Other Items

10. Segment Information

11. Subsequent Events

Vantage Group Holdings Ltd.

CONSOLIDATED BALANCE SHEETS

(Expressed in 000’s U.S. dollars,

except number of shares and per share amounts)

(Unaudited)

March 31,

2026

December 31,

2025

ASSETS

Fixed maturity securities available for sale, at fair value (amortized cost - $2,689,738 and $2,587,814 at March 31, 2026, and December 31, 2025, respectively)

$ 2,685,196

$ 2,610,599

Fixed maturity security held to maturity, at amortized cost

7,500

Short-term investments, at fair value

49,529

44,738

Total investments

2,742,225

2,662,837

Cash and cash equivalents

296,844

309,431

Restricted cash

14,443

4,517

Accrued investment income

19,532

20,438

Premiums receivable

764,492

635,767

Reinsurance recoverable on paid and unpaid losses

570,090

531,466

Prepaid reinsurance premiums

397,671

391,919

Deferred acquisition costs

168,745

125,777

Fee income receivable

41,326

39,998

Funds held by third parties

61,372

55,781

Other assets

83,595

83,613

Total assets

$ 5,160,335

$ 4,861,544

LIABILITIES

Reserves for claims and claim expenses

$ 2,061,237

$ 1,942,748

Unearned premiums

1,338,944

1,183,003

Reinsurance balances payable

245,222

236,081

Other liabilities

74,508

99,249

Total liabilities

3,719,911

3,461,081

COMMITMENTS AND CONTINGENCIES (NOTE 10)

SHAREHOLDERS’ EQUITY

Common shares, $10.00 par value, 150,000,000 shares authorized, 123,666,492 and 123,666,492 shares issued and outstanding at March 31, 2026, and December 31, 2025, respectively

1,236,665

Additional paid-in capital

44,440

42,455

Retained earnings

159,446

94,171

Accumulated other comprehensive (loss) income

(7,823 )

19,568

Total Vantage Group Holdings Ltd.

shareholders’ equity

1,432,728

1,392,859

Noncontrolling interest

7,696

7,604

Total equity

1,440,424

1,400,463

Total liabilities and shareholders’

equity

$ 5,160,335

$ 4,861,544

The accompanying

notes are an integral part of these unaudited interim consolidated financial statements.

Vantage Group Holdings Ltd.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Expressed in 000’s U.S. dollars)

(Unaudited)

Three months

ended

Three months

ended

March 31,

2026

March 31,

2025

Revenues

Net earned premiums

$ 285,034

$ 236,725

Net investment income

34,215

26,008

Net realized losses on investments

(550 )

(242 )

Fee and other income (loss)

16,102

(11,131 )

Total revenues

334,801

251,360

Expenses

Claims and claim expenses incurred, net

163,845

156,671

Acquisition expenses, net

53,124

41,324

General and administrative expenses

40,605

41,915

Other expenses

5,050

2,600

Total expenses

262,624

242,510

Income before income taxes

72,177

8,850

Provision for income taxes

6,810

1,836

Net income

65,367

7,014

Less: Net income attributable to noncontrolling interest

112

Net income

attributable to Vantage Group Holdings Ltd.

$ 65,275

$ 6,902

The accompanying

notes are an integral part of these unaudited interim consolidated financial statements.

Vantage Group Holdings Ltd.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE

INCOME

(Expressed in 000’s U.S. dollars)

(Unaudited)

Three

months ended

Three

months ended

March 31,

2026

March 31,

2025

Net income

$ 65,367

$ 7,014

Other comprehensive (loss) income

Change in net unrealized (gains) losses on investments, net of tax

(27,391 )

21,230

Total other comprehensive (loss) income

(27,391 )

21,230

Total comprehensive income

$ 37,976

$ 28,244

The accompanying

notes are an integral part of these unaudited interim consolidated financial statements.

Vantage Group Holdings Ltd.

CONSOLIDATED STATEMENTS OF CHANGES

IN EQUITY

(Expressed in 000’s U.S. dollars)

(Unaudited)

Three months ended March 31, 2026

Common

Additional

paid-in

capital

Retained

earnings

Accumulated

other

comprehensive

income (loss)

Noncontrolling

interest

Total

Balance as of December 31, 2025

$ 1,236,665

$ 42,455

$ 94,171

$ 19,568

$ 7,604

$ 1,400,463

Stock based compensation expense

1,985

Other comprehensive loss

(27,391 )

Net income

65,275

65,367

Balance as of March 31, 2026

$ 1,236,665

$ 44,440

$ 159,446

$ (7,823 )

$ 7,696

$ 1,440,424

Three months ended March 31, 2025

Common

Additional

paid-in

capital

Retained

deficit

Accumulated

other

comprehensive

loss

Noncontrolling

interest

Total

Balance as of December 31, 2024

$ 1,235,671

$ 35,536

$ (102,870 )

$ (27,161 )

$ 3,010

$ 1,144,186

Issuance of common shares

488

(488 )

Distributions from noncontrolling interest

(112 )

Stock based compensation expense

2,019

Other comprehensive income

21,230

Net income

6,902

112

7,014

Balance as of March 31, 2025

$ 1,236,159

$ 37,067

$ (95,968 )

$ (5,931 )

$ 3,010

$ 1,174,337

The accompanying

notes are an integral part of these unaudited interim consolidated financial statements.

Vantage Group Holdings Ltd.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in 000’s U.S. dollars)

(Unaudited)

Three months ended

Three months

ended

March 31, 2026

March 31,

2025

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

$ 65,367

$ 7,014

Adjustments to reconcile net income to net cash provided by operating

activities:

Depreciation, amortization, and accretion

(312 )

936

Net realized losses on investments

550

242

Stock-based compensation expense

1,985

2,019

Net gains on foreign exchange

(777 )

(6,439 )

Change in:

Accrued investment income

906

(1,085 )

Premiums receivable

(130,648 )

(156,074 )

Reinsurance recoverable on paid and unpaid losses

(38,624 )

(34,414 )

Prepaid reinsurance premiums

(5,752 )

(16,508 )

Deferred acquisition costs

(42,968 )

(56,916 )

Fee income receivable

(1,328 )

12,251

Funds held by third parties

(5,591 )

730

Other assets

(733 )

(2,216 )

Reserves for claims and claim expenses

121,117

138,983

Unearned premiums

155,941

206,372

Reinsurance balances payable

9,213

10,190

Payable for investments purchased

6,343

Other liabilities

(24,741 )

(4,668 )

Net cash provided by operating activities

103,605

106,760

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of fixed maturity securities

(230,416 )

(333,595 )

Sales of fixed maturity securities

7,358

9,063

Maturities, calls, and paydowns of fixed maturity securities

122,064

72,018

Net change in short term investments

(4,832 )

Acquisition of property and equipment

(440 )

(140 )

Net cash used in investing activities

(106,266 )

(252,654 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Distributions to noncontrolling interest

(112 )

Net cash used in financing activities

(112 )

Net decrease in cash, cash equivalents, and restricted

cash

(2,661 )

(146,006 )

Cash, cash equivalents, and restricted cash—beginning of year

313,948

356,445

Cash, cash equivalents, and restricted

cash—end of year

$ 311,287

$ 210,439

The accompanying

notes are an integral part of these unaudited interim consolidated financial statements.

Vantage Group Holdings Ltd.

Notes to Consolidated Financial Statements

(Unaudited)

1. Nature

of Operations

Vantage Group Holdings

Ltd. (the “Company” or “Vantage” or “we” or “our”) is a privately held Bermuda-exempted

company that provides property, casualty, and specialty (re)insurance through its wholly owned subsidiaries and provides underwriting

services to a registered collateralized insurer and segregated accounts company in Bermuda. The Company was incorporated on July 28,

2020, and is majority owned by funds managed by The Carlyle Group, Inc. (“Carlyle”) and Hellman & Friedman LLC

(“H&F”). The Company’s principal operating subsidiaries, located in Bermuda and the United States, are described below:

Vantage Risk Ltd.

(“VRL”), a Bermuda domiciled company, provides property, casualty, and specialty (re)insurance on a worldwide basis.

Vantage Risk Specialty

Insurance Company (“VRSIC”), domiciled in Delaware, is a property and casualty insurance company which operates as an excess

and surplus lines insurance company.

Vantage Risk Assurance

Company (“VRAC”), domiciled in Delaware, is a property and casualty insurance company which writes business on an admitted

basis in 49 U.S. states.

On December 17,

2025, a subsidiary of Howard Hughes Holdings Inc. entered into a definitive agreement to acquire 100% of the Company from the Company’s

current shareholders, including Carlyle and H&F. The transaction is expected to close in the second quarter of 2026, subject to customary

regulatory approvals.

2. Basis

of Presentation

The accompanying

unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in

the United States of America (“GAAP”). These statements do not include all of the information and notes required by GAAP

for complete financial statements. The interim financial data as of March 31, 2026 and for the three months ended March 31,

2026 is unaudited. In the opinion of management, the interim data includes all adjustments necessary for a fair statement of the results

for the interim period. The unaudited interim consolidated financial statements include the accounts of the Company and all of its wholly

owned subsidiaries and any variable interest entity (“VIE”) in which the Company is considered to be the primary beneficiary.

All intercompany transactions and balances are eliminated in consolidation. Operating results for the three months ended March 31,

2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The preparation of

financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities (and disclosure of contingent assets and liabilities) at the date of the financial statements and the reported

amounts of revenues and expenses during the reporting period. Ultimate actual results could differ, possibly materially, from those estimates.

Amounts are presented in United States of America (“U.S.”) Dollars. Certain prior period amounts have been reclassified to

conform to the 2026 presentation.

Recent Accounting Pronouncements

In September 2025,

the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software. This ASU updates the capitalization framework

for internal-use software development costs to reflect current development practices. It replaces the concept of project stages with

a recognition threshold based on whether completion is probable. The ASU also modifies guidance for website development costs and aligns

disclosure requirements for capitalized software costs with those for property, plant, and equipment.

The ASU is

effective for all entities for fiscal years, including interim periods, beginning after December 15, 2027. Early adoption is

permitted. Entities may apply the guidance using a prospective, retrospective or modified transition approach. The Company is

currently evaluating the potential impact of the new standard on its financial statements and anticipates finishing this evaluation

before the effective date.

3. Investments

The following

tables present the cost or amortized cost, gross unrealized gains and losses, fair value and credit allowance of the Company’s

available-for-sale (“AFS”) fixed maturity securities as of the dates indicated:

March 31, 2026

Cost or

Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Fair Value

Credit

Allowance

($ in thousands)

U.S. Government

$ 158,978

$ 409

$ (532 )

$ 158,855

$ -

Asset-backed

426,516

2,185

(694 )

428,007

U.S. Agencies

25,202

103

(738 )

24,567

Mortgage-backed

908,059

2,840

(16,470 )

894,429

U.S. Corporate

1,133,873

14,377

(6,268 )

1,141,982

Foreign Governments

870

(4 )

866

Municipalities

36,240

327

(77 )

36,490

Total

$ 2,689,738

$ 20,241

$ (24,783 )

$ 2,685,196

$ -

December 31, 2025

Cost or

Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Fair Value

Credit

Allowance

($ in thousands)

U.S. Government

$ 162,501

$ 1,279

$ (269 )

$ 163,511

$ -

Asset-backed

423,806

3,988

(443 )

427,351

U.S. Agencies

48,443

145

(862 )

47,726

Mortgage-backed

788,470

5,707

(11,280 )

782,897

U.S. Corporate

1,121,579

27,093

(2,962 )

1,145,710

Foreign Governments

871

Municipalities

42,144

526

(137 )

42,533

Total

$ 2,587,814

$ 38,738

$ (15,953 )

$ 2,610,599

$ -

The

cost or amortized cost and estimated fair values of AFS fixed maturity securities, by remaining maturity are presented below. Expected

maturities could differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without

call or prepayment penalties.

March 31, 2026

Cost or

Amortized Cost

Fair Value

($ in thousands)

Due in one year or less

$ 151,971

$ 151,514

Due after one year through five years

658,654

661,931

Due after five years through ten years

498,351

504,414

Due after ten years

46,187

44,901

Total

1,355,163

1,362,760

Asset-backed

426,516

428,007

Mortgage-backed securities

908,059

894,429

Total

$ 2,689,738

$ 2,685,196

The

following table presents the fair value and unrealized losses of the Company’s AFS fixed maturity securities, aggregated by investment

category and length of time that individual securities were in a continuous unrealized loss position, for which no valuation allowance

for expected credit loss has been recorded, as of the dates indicated:

Less than 12 months

12 Months or More

Total

March 31, 2026

Fair Value

Unrealized

Losses

Fair Value

Unrealized

Losses

Fair Value

Unrealized

Losses

($ in thousands)

U.S. Government

$ 73,136

$ (289 )

$ 15,604

$ (243 )

$ 88,740

$ (532 )

Asset-backed

119,012

(441 )

14,599

(253 )

133,611

(694 )

U.S. Agencies

18,245

(738 )

18,245

(738 )

Mortgage-backed

541,410

(7,145 )

105,579

(9,325 )

646,989

(16,470 )

U.S. Corporate

263,012

(4,362 )

62,291

(1,906 )

325,303

(6,268 )

Foreign Governments

866

(4 )

866

(4 )

Municipalities

6,028

(77 )

6,028

(77 )

Total

$ 997,436

$ (12,241 )

$ 222,346

$ (12,542 )

$ 1,219,782

$ (24,783 )

Less than 12 months

12 Months or More

Total

December 31, 2025

Fair Value

Unrealized

Losses

Fair Value

Unrealized

Losses

Fair Value

Unrealized

Losses

($ in thousands)

U.S. Government

$ 13,341

$ (17 )

$ 15,596

$ (252 )

$ 28,937

$ (269 )

Asset-backed

80,427

(218 )

3,044

(225 )

83,471

(443 )

U.S. Agencies

41,386

(862 )

41,386

(862 )

Mortgage-backed

228,833

(2,024 )

110,521

(9,256 )

339,354

(11,280 )

U.S. Corporate

85,421

(883 )

82,250

(2,079 )

167,671

(2,962 )

Municipalities

977

(3 )

11,561

(134 )

12,538

(137 )

Total

$ 408,999

$ (3,145 )

$ 264,358

$ (12,808 )

$ 673,357

$ (15,953 )

Total gross unrealized

losses represented approximately 2.0% and 2.4% of the aggregate fair value of the related securities as of March 31, 2026, and December 31,

2025, respectively. The total gross unrealized losses are comprised of 701 and 448 individual securities as of March 31, 2026, and

December 31, 2025, respectively. The Company concluded that for these securities, the gross unrealized losses during the three months

ended March 31, 2026, and March 31, 2025, were related to noncredit factors and therefore, did not recognize any credit-related

losses during the related periods. Additionally, the Company currently does not intend to and is not required to sell these investments

prior to an anticipated recovery in value.

The following table

presents the gross realized gains and gross realized losses from sales of our AFS fixed maturity securities during the periods indicated:

Three months ended

March 31, 2026

Three months ended

March 31, 2025

($ in thousands)

Gross realized gains from sales

$ 123

$ 2

Gross realized losses from sales

$ (562 )

$ (264 )

The

following table presents the unrealized gains (losses) for the Company’s AFS fixed maturity securities, net of tax, as the date indicated:

Three months ended

March 31, 2026

Three months ended

March 31, 2025

($ in thousands)

Net unrealized losses

$ (4,542 )

$ (5,931 )

Deferred income taxes

(3,281 )

—

Net unrealized

losses, after tax

$ (7,823 )

$ (5,931 )

Net Investment Income

The components of net investment

income are as follows during the periods indicated:

Three months ended

March 31,

2026

Three months ended

March 31,

2025

($ in thousands)

Fixed maturity securities AFS

$ 31,487

$ 22,923

Fixed maturity securities HTM

249

264

Short term investments, cash and other

3,071

3,390

Gross investment income

34,807

26,577

Investment expenses

(592 )

(569 )

Net investment income

$ 34,215

$ 26,008

Pledged Investments

As of March 31,

2026, and December 31, 2025, the Company had restricted assets comprised of cash and cash equivalents and fixed maturity investments

of $334.1 million and $345.5 million, respectively, that were pledged during the normal course of business.

4. Fair Value Measurements

Fair value is defined

as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between open

market participants at the measurement date.

FASB ASC Topic

“Fair Value Measurements and Disclosures” prescribes a fair value hierarchy that prioritizes the inputs to the respective valuation

techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical

assets or liabilities (Level 1) and the lowest priority to valuation techniques that use at least one significant input that is unobservable

(Level 3). The three levels of the fair value hierarchy are described below:

· Fair

values determined by Level 1 inputs utilize unadjusted quoted prices obtained from active

markets for identical assets or liabilities for which the Company has access at the measurement

date. The fair value is determined by multiplying the quoted price by the quantity held by

the Company.

· Fair

values determined by Level 2 inputs utilize attributes (other than quoted prices included

in Level 1) that are observable for the asset or liability, either directly or indirectly.

Level 2 inputs include quoted prices for similar assets and liabilities in active markets,

and inputs other than quoted prices that are observable for the asset or liability, such

as interest rates and yield curves that are observable at commonly quoted intervals, broker

quotes and certain pricing indices; and

· Level

3 inputs are based all or in part on significant unobservable attributes for the asset or

liability, and include situations where there is little, if any, market activity for the

asset or liability. In these cases, significant management assumptions are used to establish

management’s best estimate of the assumptions used by other market participants in

determining the fair value of the asset or liability.

In certain cases,

the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair

value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that

is significant to the fair value measurement of the asset. The Company’s assessment of the significance of a particular input to

the fair value measurement in its entirety requires judgment, and the Company considers factors specific to the asset.

In order to determine

if a market is active or inactive for a security, a number of factors are considered, including, but not limited to, the spread between

what a seller is asking for a security and what a buyer is bidding for the same security, the volume of trading activity for the security

in question, the price of the security compared to its par value (for fixed maturity investments), and other factors that may be indicative

of market activity.

There have been

no material changes in the valuation techniques, nor have there been any transfers into or out of Level 3 during the years presented

in these unaudited interim consolidated financial statements. Below is a summary of the assets that are measured at fair value on a recurring

basis as of the dates indicated:

March 31, 2026

Level 1

Level 2

Level 3

Total

($ in thousands)

Fixed maturity securities

U.S. Government

$ -

$ 158,855

$ -

$ 158,855

Asset-backed

428,007

U.S. Agencies

24,567

Mortgage-Backed

894,429

U.S. Corporate

1,141,982

Foreign Governments

866

Municipalities

36,490

Short term investments

49,529

Total

$ -

$ 2,734,725

$ -

$ 2,734,725

December 31, 2025

Level 1

Level 2

Level 3

Total

($ in thousands)

Fixed maturity securities

U.S. Government

$ -

$ 163,511

$ -

$ 163,511

Asset-backed

427,351

U.S. Agencies

47,726

Mortgage-Backed

782,897

U.S. Corporate

1,145,710

Foreign Governments

871

Municipalities

42,533

Short term investments

44,738

Total

$ -

$ 2,655,337

$ -

$ 2,655,337

Level 1 and 3 Securities

The Company had no Level

1 or 3 securities as of March 31, 2026, and December 31, 2025, respectively.

Level 2 Securities

The Company values

Level 2 securities using various observable market inputs obtained from a pricing service. The pricing service prepares estimates of

fair value measurements for the Company’s Level 2 securities using proprietary valuation models based on techniques such as matrix

pricing which include observable market inputs. The fair value measurements and disclosures guidance defines observable market inputs

as the assumptions market participants would use in pricing the asset or liability developed on market data obtained from sources independent

of the Company. The extent of the use of each observable market input for a security depends on the type of security and the market conditions

at the balance sheet date. Depending on the security, the priority of the use of observable market inputs may change as some observable

market inputs may not be relevant or additional inputs may be necessary. The Company uses the following observable market inputs (“standard

inputs”), listed in the approximate order of priority, in the pricing evaluation of Level 2 securities: benchmark yields, reported

trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data including market

research data.

The following describes

the significant inputs generally used to determine the fair value of the Company’s fixed maturity securities by asset class:

U.S. government

and government agency securities – U.S. government and government agencies and authorities’ securities are priced by

the Company’s independent pricing service utilizing standard inputs.

Asset-backed

securities – valuations provided by independent pricing services, substantially all through index providers and pricing vendors

with an immaterial amount through broker-dealers. The fair values of these securities are generally determined through the use of pricing

models which use spreads to determine the appropriate average life of the securities. These spreads are generally obtained from the new

issue market, secondary trading and from broker-dealers who trade in the relevant security market.

U.S. Corporate

securities – valuations provided by independent pricing services, substantially all through index providers and pricing vendors

with an immaterial amount through broker-dealers. The fair values of these securities are generally determined using the spread above

the risk-free yield curve. These spreads are generally obtained from the new issue market, secondary trading and from broker-dealers

who trade in the relevant security market.

Foreign government

securities – valuations provided by independent pricing services, with all prices provided through index providers and pricing

vendors. The fair values of these securities are generally based on international indices or valuation models which include daily observed

yield curves, cross-currency basis index spreads and country credit spreads.

Municipal securities

– valuations provided by independent pricing services, with all prices provided through index providers and pricing vendors. The

fair values of these securities are generally determined using spreads obtained from broker dealers who trade in the relevant security

market, trade prices and the new issue market.

Short-term investments

- valuations provided by independent pricing services, generally determined using the spread above the risk-free yield curve.

Valuation models

used by independent pricing services can change from period to period, depending on the appropriate observable inputs that are available

at the balance sheet date to price a security.

Financial Instruments Disclosed,

But Not Carried, at Fair Value

The Company uses

various financial instruments in the normal course of its business. The Company’s (re)insurance contracts are excluded from the

fair value of financial instruments accounting guidance, unless the Company elects the fair value option. The carrying values of cash

and cash equivalents, accrued investment income, certain other assets, certain other liabilities, and other financial instruments approximated

their fair values. The fair value of the fixed maturity security HTM was $9.5 million, as of December 31, 2025. The fair value was

based on an internal model that incorporates maturity date (expected in 2028), scheduled interest payments and a net present value factor,

and is considered a Level 3 measurement.

Fair value measurements on a non-recurring

basis

The Company measures

the fair value of certain assets on a non-recurring basis, generally quarterly, annually or when events or changes in circumstances indicate

that the carrying amount of the assets may not be recoverable. These assets include certain fixed assets and intangible assets.

5. Variable Interest Entities and

Noncontrolling Interests

AdVantage Reinsurance Bermuda Ltd.

Effective December 14,

2020, AdVantage Reinsurance Bermuda Ltd. (f/k/a AdVantage Retro I Ltd.) (“AdVantage”) was incorporated under the laws of

Bermuda and is a registered Collateralized Insurer and Segregated Accounts Company. AdVantage operates utilizing segregated accounts

to maintain separation of investor funds.

AdVantage is considered

a VIE because it has equity at risk with non-substantive voting rights.

AV0002

As of March 31,

2026, and December 31, 2025, the Company held a 50% participating, non-voting interest in a segregated account (“AV0002”).

As of March 31, 2026, and December 31, 2025, the Company is the primary beneficiary of AV0002, and it has power over the activities

that most significantly impact the economic performance of the account. As a result, the Company consolidates AV0002, and all intercompany

transactions have been eliminated.

As of March 31,

2026, the Company’s consolidated balance sheet included total assets and liabilities attributable to AV0002 of $30.2 million (including

$23.9 million of cash and cash equivalents) and $13.5 million respectively. As of December 31, 2025, the Company’s consolidated

balance sheet included total assets and liabilities attributable to AV0002 of $30.2 million (including $23.7 million of cash and cash

equivalents) and $13.7 million, respectively. The results of AV0002 are recorded a quarter in arrears due to the availability of financial

information.

The Company accounts

for the portion of AV0002 equity attributable to third party investors in the shareholders’ equity section of its consolidated

balance sheets as noncontrolling interest. The noncontrolling ownership in AV0002 preference shares was approximately 50% at March 31,

2026 and December 31, 2025. The portion of AV0002 income attributable to third party investors is recorded in the consolidated statements

of operations in net income attributable to noncontrolling interest.

AV0004, AV0005 and AV0006

AdVantage formed

segregated accounts AV0004 (“AV0004”), AV0005 (“AV0005”), and AV0006 (“AV0006” and each of AV0004,

AV0005, and AV0006, a “Segregated Account”) in connection with third-party investors on November 15, 2023, November 1,

2024, & October 30, 2025 respectively. Pursuant to separate Reinsurance Services Agreements among an applicable Segregated

Account, AdVantage, VRL and AdVantage Capital Advisors Ltd., a registered and licensed insurance agent in Bermuda (“ACA”),

VRL (in the case of AV0004 only) and ACA sourced risk on behalf of such Segregated Account, to match the risk and return appetite of

the applicable third-party investors. As of March 31, 2026, separate quota share arrangements between each Segregated Account and

VRL represented a variable interest of the Company in AV0004, AV0005, and AV0006; however, the Company is not the primary beneficiary

of AV0004, AV0005 or AV0006, so they are not consolidated by the Company.

There are three revenue components

for the Company associated with AV0004, AV0005, and AV0006:

· AV0004,

AV0005, AV0006 cede to VRL, and VRL assumes from them a 2.2% quota share of AV0004, AV0005and

AV0006’s liabilities and premiums under each reinsurance agreement entered into by

AV0004, AV0005, and AV0006 that is sourced by VRL or ACA pursuant to the applicable Reinsurance

Services Agreement, subject to a cap.

· VRL

and ACA provide certain underwriting and related services to AV0004 and ACA provides certain

underwriting services to AV0005 and AV0006, and each Segregated Account pays VRL and/or ACA,

as applicable, a fixed quarterly fee based on such Segregated Account’s share capital

and reinsurance capital deployed.

· AV0004,

AV0005, and AV0006 may also pay VRL and/or ACA, as applicable, a variable fee based on their

performance calculated one month following the earlier of (i) the end of the last-expiring

risk period under all relevant reinsurance agreements and (ii) commutation of all relevant

reinsurance agreements. This variable fee will be trued up every three months thereafter

until final amounts are known.

The 2.2% quota

share contracts are recorded as assumed premiums and recognized ratably over the term of the underlying reinsurance agreements. The quarterly

fees for services provided to AV0004, AV0005, and AV0006 are recognized over time in the period the relevant services are provided on

a proportional basis that corresponds to the time elapsed on the applicable underlying reinsurance contract term. The variable fee was

considered fully constrained and thus the transaction price at inception was zero. Management revisited this estimate at the reporting

date and accrued for fees likely to be achievable.

For the three months

ended March 31, 2026, net earned premiums include $1.6 million for AV0005 and $1.3 million for AV0006 related to the 2.2% quota

share agreements. For the three months ended March 31, 2026, fee and other income (losses) includes $9.2 million for AV0005 and

$6.8 million for AV0006 related to fixed and variable fees. For the three months ended March 31, 2025, net earned premiums include

$1.6 million for AV0004 and $1.5 million for AV0005 related to the 2.2% quota share agreements. For the three months ended March 31,

2025, fee and other income (losses) includes $(15.3) million for AV0004 and $2.8 million for AV0005 related to fixed and variable fees.

Because AdVantage

is an independent company, the assets of AdVantage can be used only to settle obligations of AdVantage and AdVantage is solely responsible

for its own liabilities and commitments. The Company’s financial exposure to AdVantage is limited to its investment in AdVantage’s

preference shares, VRL’s participation on a stop-loss reinsurance arrangement provided to AV0002, VRL’s quota share arrangements

provided to AV0004, AV0005 and AV0006, and counterparty credit risk (mitigated by collateral) arising from certain reinsurance cessions

from VRL to AV0002. The Company has not provided any financial or other support to AdVantage that it is not contractually required to

provide.

6. Reserves for claims and claim

expenses

The Company believes

the most significant accounting judgment made by management is its estimate of claims and claim expense reserves. Claims and claim expense

reserves comprise case and IBNR reserves.

As claims and claim

expense reserves are estimates, the Company’s actual losses incurred may be more or less than the Company’s previously developed

estimates, which is referred to as either unfavorable or favorable development, respectively.

The following table presents

a reconciliation of claims and claim expense reserves during the periods indicated:

Three months

ended

March 31, 2026

Three months

ended

March 31,

2025

($ in thousands)

Reserve for claims and claim expenses, as of beginning of period

$ 1,942,748

$ 1,423,343

Reinsurance recoverable, as of beginning of period(2)

518,051

378,655

Reserve for claims and claim expenses, net of reinsurance

recoverable, as of beginning of period

1,424,697

1,044,688

Net losses incurred during the year related to:

Current period

163,993

153,044

Prior period

(148 )

3,627

Total net losses incurred

163,845

156,671

Net losses paid during the year related to:

Current period

3,844

7,048

Prior period

73,384

43,781

Total net losses paid

77,228

50,829

Foreign exchange (gains) losses(1)

(2,628 )

3,001

Reserve for claims and claim expenses, net of reinsurance

recoverable, as of end of period

1,508,686

1,153,531

Reinsurance recoverable, as of end of period(2)

552,551

405,794

Reserve for claims and claim expenses,

as of end of period

$ 2,061,237

$ 1,559,325

(1) Reflects

the impact of the foreign exchange revaluation of the reserve for claims and claim expenses,

net of reinsurance recoverable, denominated in non-U.S. dollars as at the balance sheet date.

(2) Excludes

reinsurance recoverable on paid losses of $17.5 million and $13.4 million as of March 31,

2026, and December 31, 2025, respectively.

7. Shareholders’ Equity

The Company did

not declare dividends during the three and twelve months ended March 31, 2026, or December 31, 2025, respectively.

8. Stock

Based Compensation

Under the Vantage

Group Holdings Ltd. 2020 Share Incentive Plan, as amended, the Company is authorized to issue up to 23,725,000 common shares to eligible

persons. The Company may grant awards based on shares of its common stock, including stock options, restricted stock units, and deferred

stock units. To date, there have been two types of stock option awards: founders grants and employee grants. The founders grants fully

vested on an accelerated schedule linked to financial metrics which were met in 2024.

No stock options

were exercised, and no shares were issued in connection with any option awards during the three months ended March 31, 2026. During

the three months ended March 31, 2025, no stock options were granted and 17,015 options were exercised with a weighted average price

of $9.00.

9. Commitments,

Contingencies and Other Items

Contingencies

The Company may

become involved in a variety of litigation and legal and regulatory proceedings relating to its business operations and, from time to

time, it may become involved in other actions.

If necessary, the

Company will establish an accrued liability for certain legal and regulatory proceedings. As of March 31, 2026, and December 31,

2025, no accrued liability was recorded.

10. Segment

Information

The following tables

summarize the Company’s underwriting income by segment, together with a reconciliation of underwriting income to net income attributable

to Vantage Group Holdings Ltd. during the periods indicated:

Three months ended March 31, 2026

Insurance

Reinsurance

Corporate

Total

($ in thousands)

Gross written premiums

$ 245,118

$ 299,544

$ –

$ 544,662

Net written premiums

$ 149,211

$ 286,012

$ –

$ 435,223

Net earned premiums

$ 167,268

$ 117,766

$ –

$ 285,034

Claims and claim expenses incurred, net

(103,969 )

(59,876 )

–

(163,845 )

Acquisition expenses, net

(21,449 )

(31,675 )

–

(53,124 )

General and administrative expenses

(31,034 )

(7,626 )

(1,945 )

(40,605 )

Underwriting income (loss)

10,816

18,589

(1,945 )

27,460

Net investment income

–

34,215

Net realized losses on investments

–

(550 )

Fee and other income

–

11,052

Income before income taxes

10,816

18,589

42,772

72,177

Provision for income taxes

–

6,810

Net income

10,816

18,589

35,962

65,367

Less: net income attributable to noncontrolling interest

–

Net income attributable to Vantage

Group Holdings Ltd.

$ 10,816

$ 18,589

$ 35,870

$ 65,275

Three months ended March 31, 2025

Insurance

Reinsurance

Corporate

Total

($ in thousands)

Gross written premiums

$ 205,173

$ 326,759

$ –

$ 531,932

Net written premiums

$ 123,531

$ 303,057

$ –

$ 426,588

Net earned premiums

$ 131,472

$ 105,253

$ –

$ 236,725

Claims and claim expenses incurred, net

(84,526 )

(72,152 )

(156,671 )

Acquisition expenses, net

(14,950 )

(26,374 )

–

(41,324 )

General and administrative expenses

(30,194 )

(9,764 )

(1,957 )

(41,915 )

Underwriting income (loss)

1,802

(3,037 )

(1,950 )

(3,185 )

Net investment income

–

26,008

Net realized losses on investments

–

(242 )

Fee and other losses

–

(13,731 )

Income before income taxes

1,802

(3,037 )

10,085

8,850

Provision for income taxes

–

1,836

Net income

1,802

(3,037 )

8,249

7,014

Less: net income attributable to noncontrolling interest

–

112

Net income attributable to Vantage

Group Holdings Ltd.

$ 1,802

$ (3,037 )

$ 8,137

$ 6,902

11. Subsequent Events

The

Company has completed its subsequent events evaluation for the period subsequent to the balance sheet date of March 31, 2026, through

May 11, 2026, the date the unaudited interim consolidated financial statements were available to be issued, and concluded that

there were none.

EX-99.3 — EXHIBIT 99.3

EX-99.3

Filename: tm2620400d1_ex99-3.htm · Sequence: 5

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL

INFORMATION

On June 4, 2026, Howard Hughes Holdings Inc.

(the “Company” or “HHH”) completed its previously announced acquisition of all of the issued and outstanding shares

of capital stock of Vantage Group Holdings, Ltd., a Bermuda exempted company with liability limited by shares (“Vantage”)

for $2.1 billion (the “Acquisition”). The Acquisition was completed pursuant to a Purchase and Sale Agreement entered into

on December 17, 2025. In connection with the closing of the Acquisition, the Company also issued $1.0 billion of its non-interest-bearing

preferred stock to Pershing Square Holdings, Ltd. (the “Preferred Stock Issuance”, and together with the Acquisition,

the “Transactions”).

The unaudited pro forma condensed combined financial

information has been prepared in accordance with Article 11 of Regulation S-X as amended and should be read in conjunction with the

accompanying notes to the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial information has

been derived from:

· HHH’s audited consolidated financial statements

and accompanying notes for the year ended December 31, 2025, as included in its Annual Report on Form 10-K for the year ended

December 31, 2025, filed with the Securities and Exchange Commission (“SEC”);

· HHH’s unaudited condensed consolidated

financial statements and accompanying notes as of and for the three months ended March 31, 2026, as included in its Quarterly Report

on Form 10-Q for the three months ended March 31, 2026, filed with the SEC;

· Vantage’s audited consolidated financial

statements and accompanying notes for the year ended December 31, 2025.

· Vantage’s unaudited condensed consolidated

financial statements and accompanying notes as of and for three months ended March 31, 2026.

The unaudited pro forma condensed combined financial

information gives effect to the Transactions as if they had occurred (i) as of March 31, 2026 for purposes of the unaudited

pro forma condensed combined balance sheet, and (ii) as of January 1, 2025 for purposes of the unaudited pro forma condensed

combined statements of operations for the year ended December 31, 2025 and the three months ended March 31, 2026.

Pro forma adjustments for the Transactions were made primarily to reflect:

· the Acquisition;

· the Preferred Stock Issuance;

· transaction costs and fees incurred as a result of the Transactions

· changes in the carrying values of certain assets

and liabilities to reflect their estimated fair values at the date of closing of the Acquisition, including values assigned to intangible

assets and reserves for claims and claim expenses and related changes in intangible assets amortization expenses; and

· the effect of the above adjustments on income

taxes.

The Acquisition will be accounted for using the

acquisition method of accounting. The pro forma information presented, including the allocation of the purchase price, is based on preliminary

estimates of the fair values of the assets acquired and liabilities assumed, available information as of the date of this Form 8-K/A

Filing and our assumptions. The final purchase price allocation is dependent on, among other things, the finalization of the preliminary

asset and liability valuations. The actual adjustments to the combined financial statements upon the closing of the Acquisition will depend

on a number of factors, including additional information available and the actual balance of our net assets on the closing date. Therefore,

the actual adjustments will differ from the pro forma adjustments, and the differences may be material. Any final adjustments will change

the allocation of the purchase price, which could affect the fair value assigned to the assets and liabilities and could result in a change

to the unaudited pro forma condensed combined financial data, including a change to goodwill.

HOWARD HUGHES HOLDINGS INC.

Unaudited Pro Forma Condensed Combined

Balance Sheet

As of March 31, 2026

(in thousands)

Historical

HHH

Historical

Vantage,

Adjusted

Transaction

Accounting

Adjustments

Notes

Financing

Adjustments

Notes

Combined

Pro Forma

Assets

Master Planned Communities assets

$ 2,653,161

$ -

$ 2,653,161

Buildings and equipment

4,100,037

153

4,100,190

Less: Accumulated depreciation

(1,124,704 )

Land

307,625

Developments

1,569,667

Net investment in real estate

7,505,786

153

7,505,939

Investments in fixed maturity securities

2,692,696

Short-term investments

49,529

Investments in unconsolidated ventures

167,815

Cash and cash equivalents

1,835,829

296,844

(2,125,594 )

(1)

995,764

(1)

1,002,843

Restricted cash

653,454

14,443

667,897

Accounts receivable, net

131,559

764,492

896,051

Municipal Utility District (MUD) receivables, net

532,689

Reinsurance recoverable on paid and unpaid losses

570,090

(14,360 )

(5)

555,730

Deferred expenses, net

166,082

168,745

(168,745 )

(6)

166,082

Intangibles, net

36,382

25,089

539,911

(4)

601,382

Goodwill

2,336

304,293

(2)

306,629

Other assets, net

216,183

578,254

(24,837 )

(3)

769,600

Total assets

$ 11,248,115

$ 5,160,335

$ (1,489,332 )

$ 995,764

$ 15,914,882

Liabilities

Mortgages, notes, and loans payable, net

$ 5,791,296

$ -

$ 5,791,296

Reserves for claims and claim expenses

2,061,237

(53,568 )

(5)

2,007,669

Unearned premiums

1,338,944

Deferred tax liabilities, net

166,143

22,566

(3)

188,709

Other liabilities, net

1,440,767

319,730

(9,200 )

(7)

1,751,297

Total liabilities

7,398,206

3,719,911

(40,202 )

11,077,915

Mezzanine Equity

Redeemable preferred stock

995,764

(1)

995,764

Equity

Common stock

662

1,236,665

(1,236,665 )

(8)

662

Additional paid-in capital

4,462,910

44,440

(44,440 )

(8)

4,462,910

Retained earnings (accumulated deficit)

(53,870 )

159,446

(175,848 )

(8)

(70,272 )

Accumulated other comprehensive income (loss)

(2,381 )

(7,823 )

7,823

(8)

(2,381 )

Treasury stock

(624,521 )

Total stockholders’ equity

3,782,800

1,432,728

(1,449,130 )

3,766,398

Noncontrolling interests

67,109

7,696

74,805

Total equity

3,849,909

1,440,424

(1,449,130 )

3,841,203

Total liabilities, mezzanine equity,

and equity

$ 11,248,115

$ 5,160,335

$ (1,489,332 )

$ 995,764

$ 15,914,882

HOWARD HUGHES HOLDINGS INC.

Unaudited Pro Forma Condensed Combined Statement

of Operations

For the Three Months Ended March 31, 2026

(in thousands)

Historical

HHH

Historical

Vantage,

Adjusted

Transaction

Accounting

Adjustments

Notes

Financing

Adjustments

Notes

Combined

Pro Forma

Revenues

Condominium rights and unit sales

$ 3,134

$ -

3,134

Master Planned Communities land sales

99,573

Rental revenue

113,549

Net insurance earned premiums

285,034

Net insurance investment income

34,215

Other revenue

19,661

16,088

35,749

Total revenues

235,917

335,337

571,254

Expenses

Condominium rights and unit cost of sales

3,134

Master Planned Communities cost of sales

34,742

Operating costs

53,033

Rental property real estate taxes

16,228

Provision for (recovery of) doubtful accounts

(59 )

(59)

Insurance claims and claim expenses

163,845

1,817

(5)

165,662

Insurance underwriting expenses

90,516

6,705

(2)

97,221

General and administrative

25,758

1,945

27,703

Depreciation and amortization

48,640

1,268

2,920

(1)

52,828

Other

3,892

5,050

8,942

Total expenses

185,368

262,624

11,442

459,434

Other

Investment gain (loss), net

(550 )

(550)

Other income (loss), net

127

141

Total other

127

(536 )

(409)

Operating income (loss)

50,676

72,177

(11,442 )

111,411

Interest income

14,663

Interest expense

(41,790 )

(41,790)

Gain (Loss) on extinguishment of debt

(10,226 )

(10,226)

Equity in earnings (losses) from unconsolidated ventures

(2,640 )

(2,640)

Income (loss) before income taxes

10,683

72,177

(11,442 )

71,418

Income tax expense (benefit)

2,618

6,810

(2,403 )

(4)

7,025

Net income (loss)

8,065

65,367

(9,039 )

64,393

Net (income) loss attributable to noncontrolling interests

161

(92 )

Net income (loss) attributable to common stockholders

$ 8,226

$ 65,275

$ (9,039 )

$ -

64,462

Basic income (loss) per share (Note 6)

$ 0.14

1.09

Diluted income (loss) per share (Note 6)

$ 0.14

1.09

HOWARD HUGHES HOLDINGS INC.

Unaudited Pro Forma Condensed Combined Statement

of Operations

For the Year Ended December 31, 2025

(in thousands)

Historical

HHH

Historical

Vantage,

Adjusted

Transaction

Accounting

Adjustments

Notes

Financing

Adjustments

Notes

Combined

Pro Forma

Revenues

Condominium rights and unit sales

$ 370,156

$ -

370,156

Master Planned Communities land sales

562,586

Rental revenue

441,446

Net insurance earned premiums

1,035,443

Net insurance investment income

116,292

Other revenue

100,704

26,748

127,452

Total revenues

1,474,892

1,178,483

2,653,375

Expenses

Condominium rights and unit cost of sales

369,408

Master Planned Communities cost of sales

188,704

Operating costs

213,449

Rental property real estate taxes

60,768

Provision for (recovery of) doubtful accounts

232

Insurance claims and claim expenses

616,216

8,568

(5)

624,784

Insurance underwriting expenses

354,221

173,750

(2)

527,971

General and administrative

122,240

7,470

16,402

(3)

146,112

Depreciation and amortization

183,232

8,636

8,209

(1)

200,077

Other

19,146

18,137

37,283

Total expenses

1,157,179

1,004,680

206,929

2,368,788

Other

Gain (loss) on sale or disposal of real estate and other assets, net

29,825

Investment gain (loss), net

425

Other income (loss), net

(16,023 )

3,916

(12,107)

Total other

13,802

4,341

18,143

Operating income (loss)

331,515

178,144

(206,929 )

302,730

Interest income

46,998

Interest expense

(169,931 )

(169,931)

Gain (loss) on extinguishment of debt

(698 )

(698)

Gain (loss) on sale of MUD receivables

(48,197 )

(48,197)

Equity in earnings (losses) from unconsolidated ventures

1,772

Income (loss) before income taxes

161,459

178,144

(206,929 )

132,674

Income tax expense (benefit)

37,616

(23,603 )

(43,455 )

(4)

(29,442)

Net income (loss)

123,843

201,747

(163,474 )

162,116

Net (income) loss attributable to noncontrolling interests

(4,706 )

(4,652)

Net income (loss) attributable to common stockholders

$ 123,897

$ 197,041

$ (163,474 )

$ -

157,464

Basic income (loss) per share (Note 6)

$ 2.22

2.83

Diluted income (loss) per share (Note 6)

$ 2.21

2.81

Notes to Unaudited Pro Forma Condensed Combined

Balance Sheet

(in thousands)

(1)  Reflects

the following adjustments to cash and cash equivalents:

Acquisition purchase price

$ (2,099,992 )

HHH transaction expenses

(25,602 )

Transaction accounting adjustments to cash and cash equivalents

$ (2,125,594 )

Redeemable preferred stock issued by HHH to Pershing Square Holdings, Ltd

$ 995,764

Financing adjustments to cash and cash equivalents

$ 995,764

In connection with the acquisition, the Company issued $1.0 billion

of redeemable preferred stock, which has been reflected in temporary equity in the accompanying unaudited pro forma condensed combined

balance sheet. The Company incurred $4.2 million of costs related to the issuance of the redeemable preferred stock, which are reflected

as a reduction of the gross proceeds in temporary equity in the unaudited pro forma condensed combined balance sheet. The redeemable preferred

stock is non-interest bearing, non-voting, other than customary protective provisions, ranks pari passu with the Company's common stock

with respect to payment rights and liquidation, and is entitled to dividends only if declared by the majority of disinterested directors

of the Board.

(2) Reflects the estimated goodwill from the preliminary purchase price allocation as of March 31, 2026,

resulting from the Acquisition. For purposes of determining the purchase price allocation, the fair market value of tangible and intangible

assets acquired, and liabilities assumed were estimated as of March 31, 2026. Except for the specific fair value adjustments discussed

in the notes hereto, we have concluded that the historical carrying value of assets acquired and liabilities assumed reflect fair value.

The final purchase price allocation will be based on an appraisal subsequent to the consummation of the Acquisition and any change in

the final allocation of the purchase price to the assets acquired and the liabilities assumed could materially affect the amount of recorded

goodwill.

The preliminary purchase price allocation is as follows:

Acquisition purchase price

$ 2,099,992

Allocated to:

Net investment in real estate

153

Investments in fixed maturity securities

2,692,696

Short-term investments

49,529

Cash and cash equivalents

296,844

Restricted cash

14,443

Accounts receivable, net

764,492

Reinsurance recoverable on paid and unpaid losses

555,730

Intangibles, net

565,000

Other assets, net

553,417

Reserves for claims and claim expenses

(2,007,669 )

Unearned premiums

(1,338,944 )

Other liabilities, net

(319,730 )

Deferred tax liabilities, net

(22,566 )

Noncontrolling interests

(7,696 )

Preliminary fair value of net assets acquired

1,795,699

Preliminary allocation to goodwill

$ 304,293

Upon completion of the fair value assessment

after the Acquisition, it is anticipated that the ultimate purchase price allocation will differ from the preliminary assessment outlined

above. Any changes to the initial estimates of the fair value of the acquired assets and assumed liabilities will be recorded as adjustments

to those assets and liabilities and residual amounts will be allocated to goodwill.

(3) Represents the adjustment to reclassify Vantage’s historical deferred tax asset of $24.8 million

from other assets, net to deferred tax liabilities, net. This amount has been reclassified as the differences between the book and tax

basis created through purchase accounting has resulted in a net deferred tax liability position. The table below illustrates the tax implications

from the pro forma adjustments. The estimate of deferred tax liability is preliminary and subject to change based on the final determination

of the fair value of acquired assets and assumed liabilities by jurisdiction.

Historical Net

Book Value

Pro Forma

Transaction

Accounting

Adjustments

Historical Vantage deferred tax asset

$ 24,837

$ -

$ (24,837 )

Deferred tax liabilities, net

22,566

(4) Reflects the estimated identifiable intangible assets from the preliminary purchase price allocation as

of March 31, 2026, resulting from the Acquisition. A summary of the effects of the preliminary purchase price allocation to the identifiable

intangible assets is as follows:

Historical Net

Book Value

Pro Forma

Transaction

Accounting

Adjustments

Broker relationships - insurance

$ -

$ 183,000

Broker relationships - reinsurance

44,000

Tradename

16,000

Insurance licenses

19,225

15,000

(4,225 )

Internally developed and used technology

37,991

9,000

(28,991 )

Valuation of business acquired (“VOBA”)

298,000

Intangible assets, gross

57,216

565,000

507,784

Less: Accumulated amortization

(32,127 )

32,127

Intangible assets, net

$ 25,089

$ 565,000

$ 539,911

The fair value assigned to the identifiable

intangible assets has been estimated based on a preliminary analysis as of March 31, 2026. The final purchase price allocation will

be based on certain valuation and other studies that have yet to progress to a stage where there is sufficient information for a definitive

measurement. The final valuation may result in a materially different allocation for intangible assets than that presented in this unaudited

pro forma condensed combined balance sheet. Any change in the amount of the final purchase price allocated to amortizable, finite-lived

intangible assets could materially affect the amount of amortization expense.

(5) Reflects the estimated reserves from the preliminary purchase price allocation as of March 31, 2026,

resulting from the Acquisition. A summary of the effects of the preliminary purchase price allocation to the reserves is as follows:

Historical Net

Book Value

Pro Forma

Transaction

Accounting

Adjustments

Reserves for claims and claim expenses

$ 2,061,237

$ 2,007,669

$ (53,568 )

Reinsurance recoverable on paid and unpaid losses

570,090

555,730

(14,360 )

(6) The following table presents the amounts of unamortized historical

deferred acquisition costs, which are removed upon closing of the Acquisition and, therefore eliminated from the pro forma information.

Deferred expenses, net

Historical Net

Book Value

Pro Forma

Transaction

Accounting

Adjustments

Deferred acquisition costs

$ 168,745

$ -

$ (168,745 )

(7) Reflects a $9.2 million reduction in other liabilities for transaction-related costs accrued as of

March 31, 2026, that we expect to be paid on the closing of the Acquisition.

Historical Net

Book Value

Pro Forma

Transaction

Accounting

Adjustments

Other liabilities, net

$ 1,760,497

$ 1,751,297

$ (9,200 )

(8) This adjustment reflects (i) the elimination of Vantage’s

historical equity and (ii) a reduction for estimated non-recurring transaction-related costs of $16.4 million.

Historical Net

Book Value

Pro Forma

Transaction

Accounting

Adjustments

Common stock

$ 1,237,327

$ 662

$ (1,236,665 )

Additional paid-in capital

4,507,350

4,462,910

(44,440 )

Retained earnings (accumulated deficit)

105,576

(70,272 )

(175,848 )

Accumulated other comprehensive income (loss)

(10,204 )

(2,381 )

7,823

Treasury stock

(624,521 )

Noncontrolling interest

74,805

Total equity

$ 5,290,333

$ 3,841,203

$ (1,449,130 )

Notes to Unaudited Pro Forma Condensed Combined

Statement of Operations

(in thousands)

(1) Reflects the estimated amortization expense based on the preliminary estimates of fair value and useful lives of identified, finite-lived

intangible assets. See note (4) to the unaudited pro forma condensed combined balance sheet.

Estimated

Fair

Value

Estimated

Useful

Life

(Years)

Amortization

Method

Annual

Amortization

Expense

Broker relationships - insurance

$ 183,000

17.0

Straight Line

$ 10,765

Broker relationships - reinsurance

44,000

15.0

Straight Line

2,933

Tradename

16,000

10.0

Straight Line

1,600

Insurance licenses

15,000

Indefinite

N/A

Internally developed and used technology

9,000

7.0

Straight Line

1,286

Total

$ 267,000

$ 16,584

A summary of the effects of the adjustments to amortization

expense included in depreciation & amortization is as follows:

For the Three Months

Ended March 31, 2026

For the Year Ended

December 31, 2025

Estimated amortization of finite lived assets

$ 4,146

$ 16,584

Elimination of historical amortization expense included in depreciation & amortization

(1,226 )

(8,375 )

Transaction accounting adjustments

$ 2,920

$ 8,209

(2) The following table represents adjustments to Insurance underwriting expenses for the year ended December 31,

2025, reflecting (i) the elimination of Vantage’s historical amortization of deferred acquisition costs of $94.5 million and

(ii) the inclusion of $268.2 million of amortization related to valuation of business acquired (“VOBA”), resulting in

a pro forma net increase of $173.8 million. For the three months ended March 31, 2026, the adjustment to Insurance underwriting expenses

reflects only $6.7 million of VOBA amortization. As historical deferred acquisition costs were treated as fully amortized during 2025,

there is no deferred acquisition cost adjustment for the three months ended March 31, 2026.

For the Three Months

Ended March 31, 2026

For the Year Ended

December 31, 2025

Transaction accounting adjustment related to

deferred acquisition costs and VOBA amortization

$ 6,705

$ 173,750

(3) Represents unrecorded transaction costs of $16.4 million. See

notes (7) and (8) to the unaudited pro forma condensed combined balance sheet for a discussion of transaction costs. The transaction

costs are reflected in (i) stockholders’ equity in the pro forma balance sheet as of March 31, 2026, and (ii) general

and administrative expenses in the pro forma income statement for the year ended December 31, 2025. These transaction costs will

not recur beyond 12 months after the transaction.

For the Three Months

Ended March 31, 2026

For the Year Ended

December 31, 2025

Transaction accounting adjustment related to transaction costs

$ -

$ 16,402

(4) Reflects an adjustment to income taxes due to the pro forma

adjustments calculated by applying the U.S. statutory tax rate. Because the tax rate used for these unaudited pro forma condensed combined

financial statements is not reflective of the planned tax structure post-Acquisition, it will likely vary from the actual rate in periods

subsequent to the Transactions and such variance may be material. In addition, the pro forma income tax benefit is preliminary, is based

on estimates and assumptions that are subject to change, and further analysis subsequent to the consummation of the Acquisition could

materially affect the income tax expense or benefit associated with the Transactions.

For the Three Months

Ended March 31, 2026

For the Year Ended

December 31, 2025

Transaction accounting and financing adjustments

$ (11,442 )

$ (206,929 )

Statutory tax rate

21.0 %

Transaction accounting adjustments

$ (2,403 )

$ (43,455 )

(5) Represents an adjustment to amortize the difference between

the estimated fair value and historical value of the “Reserves for claims and claim expenses” and “Reinsurance recoverable

on paid and unpaid losses”. The difference is amortized over the estimated payout period of the underlying claims.

For the Three Months

Ended March 31, 2026

For the Year Ended

December 31, 2025

Reserves for claims and claim expenses

$ 2,482

$ 11,706

Reinsurance recoverable on paid and unpaid losses

(665 )

(3,138 )

Transaction accounting adjustments

$ 1,817

$ 8,568

(6) Basic earnings (loss) per share (EPS) is computed by dividing

net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted EPS is computed

after adjusting the numerator and denominator of the basic EPS computation for the effects of all potentially dilutive common shares.

The dilutive effect of options and non-vested restricted stock issued under stock-based compensation plans is computed using the treasury

stock method. The redeemable preferred stock issued in connection with the transaction is not subject to mandatory or cumulative dividends

or periodic accretion to its redemption amount during the periods presented. Because no dividends were declared or assumed to have been

declared during the pro forma periods, no adjustment to income attributable to common shareholders or earnings per share is necessary

in the accompanying unaudited pro forma condensed combined statements of operations.

The following table sets forth the computation of pro forma

basic and diluted EPS (in thousands, except per share data):

For the Three Months

Ended March 31, 2026

For the Year Ended

December 31, 2025

Pro Forma net income (loss) attributable to common stockholders

$ 64,462

$ 157,464

Weighted average common shares outstanding – basic

58,973

55,722

Restricted stock and stock options

181

324

Weighted average common shares outstanding – diluted

$ 59,154

$ 56,046

Basic income (loss) per share

$ 1.09

$ 2.83

Diluted income (loss) per share

$ 1.09

$ 2.81

Reclassification Adjustments

Vantage Unaudited Reclassified Condensed Balance

Sheet

As of March 31, 2026

(in thousands)

HHH Presentation

Historical Vantage Presentation

Reclassification

Notes

Historical

Vantage,

Adjusted

Assets

Investments in fixed maturity securities

Fixed maturity securities available for sale, at fair value

$ 2,685,196

7,500

(a)

$ 2,692,696

Fixed maturity security held to maturity, at amortized cost

7,500

(7,500 )

(a)

Short-term investments

Short-term investments, at fair value

49,529

Total investments

2,742,225

Cash and cash equivalents

296,844

Restricted cash

14,443

Accounts receivable, net

Premiums receivable

764,492

(b)

764,492

Reinsurance recoverable on paid and unpaid losses

570,090

(c)

570,090

Deferred expenses, net

Deferred acquisition costs

168,745

(d)

168,745

Intangibles, net

25,089

(e)

25,089

Accrued investment income

19,532

(19,532 )

(f)

Prepaid reinsurance premiums

397,671

(397,671 )

(f)

Fee income receivable

41,326

(41,326 )

(f)

Funds held by third parties

61,372

(61,372)

(f)

Other assets, net

Other assets

83,595

494,659

(e),(f),(g)

578,254

Buildings and equipment

153

(g)

153

Total assets

$ 5,160,335

$ -

$ 5,160,335

Liabilities

Reserves for claims and claim expenses

$ 2,061,237

(c)

$ 2,061,237

Unearned premiums

1,338,944

(c)

1,338,944

Reinsurance balances payable

245,222

(245,222 )

(h)

Other liabilities

74,508

(74,508 )

(h)

Other liabilities, net

Accounts payable and other liabilities

319,730

(h)

319,730

Total liabilities

3,719,911

Shareholders’ equity

Common stock

Common shares

1,236,665

Additional paid-in capital

44,440

Retained earnings (deficit)

159,446

Accumulated other

comprehensive income (loss)

Accumulated other comprehensive income

(loss)

(7,823 )

Total stockholders’ equity

Total Vantage Group Holdings Ltd. shareholders’ equity

1,432,728

(i)

1,432,728

Noncontrolling interest

7,696

Total equity

1,440,424

Total

liabilities and shareholders’ equity

Total liabilities and

shareholders’ equity

$ 5,160,335

$ -

$ 5,160,335

NOTES:

(a) This

represents the reclassification of Vantage’s historical “Fixed maturity securities available for sale, at fair value” and

“Fixed maturity security held to maturity, at amortized cost” amounts to “Investment in fixed maturity securities”,

which will represent a new financial statement line item in HHH’s financial statements upon close of the Acquisition.

(b) Vantage’s

historical “Premiums receivable” amount will be presented in “Accounts receivable, net” to conform to HHH’s historical

presentation.

recoverable on paid and unpaid losses”, “Reserves for claims and claim expenses”, and “Unearned premiums” represent

insurance specific financial statement line items that are historically presented on Vantage’s financial statements and will represent

new financial statement line items in HHH’s financial statements upon close of the Acquisition.

(d) Vantage’s

historical “Deferred acquisition costs” amount will be presented in “Deferred expenses, net” to conform to HHH’s historical

presentation.

(e) This

represents the reclassification of Vantage’s historical presentation of Intangible assets recorded within “Other assets” amount

to “Intangibles, net”, which will represent a new financial statement line item in HHH’s financial statements upon close

of the Acquisition.

(f) This

represents the reclassification of Vantage’s historical “Accrued investment income”, “Prepaid reinsurance premiums”,

“Fee income receivable”, and “Funds held by third parties” amounts to “Other assets” to conform to HHH’s

historical presentation.

(g) This

represents the reclassification of Vantage’s historical fixed assets within “Other assets, net” to “Buildings and equipment”

to conform to HHH’s historical presentation.

(h) This

represents the reclassification of Vantage’s historical “Reinsurance balances payable” and “Other liabilities” amounts

to “Other liabilities, net”, which will represent a new financial statement line item in HHH’s financial statements upon

close of the Acquisition.

(i) This

represents the relabeling of Vantage’s historical “Total Vantage Group Holdings Ltd. shareholders’ equity” financial statement

line item to “Total stockholders’ equity” to conform to HHH’s historical presentation.

Vantage Unaudited Reclassified Condensed Statement

of Operations

For the Three Months Ended March 31, 2026

(in thousands)

HHH Presentation

Historical Vantage Presentation

Reclassification

Notes

Historical

Vantage,

Adjusted

Revenues

Net insurance earned premiums

Net earned premiums

$ 285,034

Net insurance investment income

Net investment income

34,215

Net realized losses on investments

(550 )

550

(a)

Other revenue

Fee and other income

16,102

(14 )

(b)

16,088

Total revenues

334,801

536

335,337

Expenses

Insurance claims and claim expenses

Claims and claim expenses incurred, net

163,845

Insurance underwriting expenses

Acquisition expenses, net

53,124

37,392

(d)

90,516

General and administrative

General and administrative expenses

40,605

(38,660 )

(c)(d)

1,945

Depreciation and amortization

1,268

(c)

1,268

Other

Other expenses

5,050

Total expenses

262,624

Investment gain (loss), net

(550 )

(a)

(550 )

Other income (loss), net

(b)

Income (loss) before income taxes

Income before income taxes ...

72,177

Income tax expense (benefit)

(Benefit) provision for income taxes

6,810

Net income (loss)

Net Income

65,367

Net (income) loss

attributable to noncontrolling interests

Less: Net income attributable to

noncontrolling interest

Net income (loss) attributable to common stockholders

Net income attributable to Vantage Group Holdings Ltd.

$ 65,275

$ -

$ 65,275

NOTES:

(a) This

represents the reclassification of Vantage’s historical “Net realized losses on investments” to “Investment gain (loss),

net” which will represent a new financial statement line item in HHH’s financial statements upon close of the Acquisition.

(b) Vantage’s

historical “Fee and other income” will be presented in “Other revenue” and “Other income (loss), net” to

conform to HHH’s historical presentation.

represents the reclassification of Vantage’s historical depreciation & amortization recorded within “General &

administrative expenses” to “Depreciation & amortization” to conform to HHH’s historical presentation.

(d) This

represents the reclassification of Vantage’s historical general and administrative expenses (excluding stock-based compensation

expense) from “General and Administrative” to “Insurance underwriting expenses”.

Vantage Unaudited Reclassified Condensed Statement

of Operations

For the Year Ended December 31, 2025

(in thousands)

HHH Presentation

Historical Vantage Presentation

Reclassification

Notes

Historical

Vantage,

Adjusted

Revenues

Net insurance earned premiums

Net earned premiums

$ 1,035,443

$ -

$ 1,035,443

Net insurance investment income

Net investment income

116,292

Net realized losses on investments

425

(425 )

(a)

Other revenue

Fee and other income

30,664

(3,916 )

(b)

26,748

Total revenues

1,182,824

(4,341 )

1,178,483

Expenses

Insurance claims and claim expenses

Claims and claim expenses incurred, net

616,216

Insurance underwriting expenses

Acquisition expenses, net

195,380

158,841

(d)

354,221

General and administrative

General and administrative expenses

174,947

(167,477 )

(c)(d)

7,470

Depreciation and amortization

8,636

(c)

8,636

Other

Other expenses

18,137

Total expenses

1,004,680

Investment gain (loss), net

425

(a)

425

Other income (loss), net

3,916

(b)

3,916

Income (loss) before income taxes

Income before income taxes

178,144

Income tax expense (benefit)

(Benefit) provision for income taxes

(23,603 )

Net income (loss)

Net Income

201,747

Net (income) loss attributable to noncontrolling interests

Less: Net income attributable to noncontrolling interest

4,706

Net income (loss) attributable to common stockholders

Net income attributable to Vantage Group Holdings Ltd.

$ 197,041

$ -

$ 197,041

NOTES:

(a) This

represents the reclassification of Vantage’s historical “Net realized losses on investments” to “Investment gain (loss),

net” which will represent a new financial statement line item in HHH’s financial statements upon close of the Acquisition.

(b) Vantage’s

historical “Fee and other income” will be presented in “Other revenue” and “Other income (loss), net” to

conform to HHH’s historical presentation.

represents the reclassification of Vantage’s historical depreciation & amortization recorded within “General &

administrative expenses” to “Depreciation & amortization” to conform to HHH’s historical presentation.

(d) This

represents the reclassification of Vantage’s historical general and administrative expenses (excluding stock-based compensation

expense) from “General and Administrative” to “Insurance underwriting expenses”.

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