Investment Committee — Financial Package

Martello Re Limited

Consolidated financial statements and supporting analysis, FY2023–FY2025

Reporting entityMartello Re Limited
DomicileBermuda — BMA Class E
Fiscal year end31 December 2025
AuditorPricewaterhouseCoopers Ltd.
BasisUS GAAP
Package date19 August 2026

Contents

  1. Key metrics
  2. Consolidated statements of income
  3. Consolidated balance sheets
  4. Consolidated statements of cash flows
  5. Premium flow
  6. Liability overview
  7. Asset overview
  8. Capital and solvency
I

Key metrics

US$ thousands except ratios and per-unit measures

Total assets
39,354,035
+35.2% YoY
Total revenues
10,345,075
+112.8%
Premiums
8,104,708
+153.0%
Pre-tax income
296,573
−18.7%
Net income
427,087
+17.8%
Comprehensive income
369,743
−8.0%
Total equity
2,217,674
+93.7%
Pre-tax ROE
17.6%
FY24 47.6%
Net investment yield
5.50%
−43 bp
Crediting rate — DA
4.69%
FY24 4.16%
Technical provisions
36,151,000
EBS basis
ECR ratio
179%
FY24 208%
Reading note

Net income growth is not operating. Pre-tax income declined $68.0mm; the $130.5mm income tax benefit is the release of a $190.8mm deferred tax valuation allowance and is non-recurring. On a comprehensive basis earnings fell 8.0%.

The company writes limited-payment and deposit-type business. Premium is recognised at cession and does not recur; period-over-period premium movement reflects transaction timing, not run-rate.

II

Consolidated statements of income

US$ thousands · years ended 31 December

Audited. FY2023 per FY2024 statements; FY2024–25 per FY2025 statements.
 FY2023FY2024FY202525 v 24
Revenues
Premiums613,0583,203,2578,104,708+153.0%
Product fees and charges44,05038,72033,444−13.6%
Net investment income994,4971,376,6561,794,639+30.4%
Investment related gains (losses)330,316243,090406,058+67.0%
Other income6,226n/m
Total revenues1,981,9214,861,72310,345,075+112.8%
Benefits and expenses
Insurance policy benefits462,4433,023,7617,881,351+160.6%
Interest credited to policyholder account balances507,888854,0981,007,850+18.0%
Policy expenses252,388429,719896,792+108.7%
Amortization of deferred acquisition costs73,734123,355144,920+17.5%
Interest and debt expense15,85825,28234,048+34.7%
Operating expenses27,38041,01860,166+46.7%
Change in fair value of market risk benefits, net(27,698)(85)23,375n/m
Total benefits and expenses1,311,9934,497,14810,048,502+123.4%
Income before income taxes669,928364,575296,573−18.7%
Income tax benefit (expense)(2,153)130,514n/m
Net income669,928362,422427,087+17.8%
Less: attributable to non-controlling interests(933)n/m
Net income attributable to shareholder669,928362,422428,020+18.1%
Other comprehensive income (loss), net of tax
Unrealized gain (loss) on AFS securities(8,380)9,014n/m
Change in policy benefits from discount rate51,275(58,906)n/m
Change in MRB from instrument-specific credit risk(3,577)(7,452)n/m
Total other comprehensive income (loss)(24,083)39,318(57,344)n/m
Comprehensive income645,845401,740369,743−8.0%

Margin analysis

 FY2024FY2025Change
Premiums less insurance policy benefits179,496223,357+43,861
Net investment income less interest credited522,558786,789+264,231
Investment related gains243,090406,058+162,968
Policy expenses(429,719)(896,792)−467,073
DAC amortization, interest, operating, MRB(189,570)(262,509)−72,939
Product fees and other income38,72039,670+950
Income before income taxes364,575296,573−68,002

Policy expenses are the swing item. The $467.1mm increase exceeds the $427.2mm improvement in net investment income after credited interest. As a share of premium policy expenses fell from 13.4% to 11.1%, but in dollar terms this single line converted a doubling of revenue into a decline in pre-tax income.

Spread and return measures

 FY2024FY2025Change
Net investment income / average total investments5.93%5.50%−43 bp
Interest credited / average policyholder account balances4.06%4.13%+7 bp
Indicative net spread1.86%1.37%−49 bp
Weighted-average crediting rate, deferred annuities (disclosed)4.16%4.69%+53 bp
Operating expenses / average total assets0.17%0.18%+1 bp
Pre-tax return on average equity47.6%17.6%−30.0 pp
Net income return on average equity47.3%25.4%−21.9 pp

Spread is indicative only. Net investment income is earned across the whole invested base including assets backing pension risk transfer liabilities, while interest credited applies solely to deferred annuity account balances. The disclosed weighted-average crediting rate on deferred annuities rose 53 bp, a larger move than the blended measure implies.

III

Consolidated balance sheets

US$ thousands · as of 31 December

 20242025Change%
Assets
Fixed maturity securities, AFS, at fair value1,145,0523,129,3811,984,329+173.3%
Equity securities, at fair value45,34235,403(9,939)−21.9%
Policy loans22,32220,048(2,274)−10.2%
Other investments, at fair value138,111431,660293,549+212.5%
Mortgage loans, at amortized cost40,943192,353151,410+369.8%
Funds withheld at interest, at fair value26,020,80334,041,9288,021,125+30.8%
Total investments27,412,57337,850,77310,438,200+38.1%
Cash and cash equivalents (incl. restricted)497,185450,900(46,285)−9.3%
Real estate — consolidated VIEs202,201202,201n/m
Accrued investment income8,23631,65023,414+284.3%
Deferred acquisition costs506,290556,83650,546+10.0%
Net deferred tax asset143,838143,838n/m
Market risk benefit assets12,0199,340(2,679)−22.3%
Reinsurance recoverable1,3069,5648,258n/m
Income taxes receivable10,1388,956(1,182)−11.7%
Intercompany receivable8562(23)−27.1%
Other assets663,36689,915(573,451)−86.4%
Total assets29,111,19839,354,03510,242,837+35.2%
Liabilities
Policy benefit reserves3,366,99810,893,1527,526,154+223.5%
Policyholder account balances23,732,44325,075,0971,342,654+5.7%
Market risk benefit liabilities289,322322,68933,367+11.5%
Long-term debt441,000576,120135,120+30.6%
Accounts payable and other accrued expenses19,65228,2088,556+43.5%
Intercompany payable20,36517,225(3,140)−15.4%
Other liabilities96,448223,870127,422+132.1%
Total liabilities27,966,22837,136,3619,170,133+32.8%
Equity
Common stock — $1 par, 250,000 shares250250
Additional paid-in capital2,047,2822,738,257690,975+33.8%
Accumulated other comprehensive income (loss)11,747(45,597)(57,344)n/m
Retained earnings (accumulated deficit)(914,309)(486,289)428,020+46.8%
Total shareholder's equity1,144,9702,206,6211,061,651+92.7%
Non-controlling interests11,05311,053n/m
Total equity1,144,9702,217,6741,072,704+93.7%

Funds withheld at interest is 89.9% of total investments and 86.5% of total assets. The directly held book — investments the company owns outright and can trade — is $3,808,845, or 10.1% of total investments. Retained earnings remain in deficit at $(486,289) against an accumulated deficit of $(1,946,659) at YE2022, reflecting the day-one loss on the original MassMutual Ascend cession; at the FY2025 run-rate the deficit clears during 2026.

IV

Consolidated statements of cash flows

US$ thousands · years ended 31 December

 FY2024FY2025
Operating activities
Net income362,422427,087
Amortization of deferred acquisition costs123,355144,920
Investment related (gains) losses(243,090)(406,058)
Deferred income tax benefit(131,697)
Change in market risk benefits(85)23,375
Depreciation and debt issuance amortization — VIEs9,342
Other83,009(72,927)
Change in funds withheld at interest(1,065,920)(641,127)
Policyholder account balances819,514976,004
Policy benefit reserves181,054152,737
Deferred acquisition costs(250,880)(195,466)
Other operating assets and liabilities(677)72,644
Net cash provided by operating activities8,702358,834
Investing activities
Purchase of fixed maturity securities, AFS(761,261)(1,744,446)
Sales, maturities and repayments — AFS397,327974,492
Purchase of other investments(49,448)(302,984)
Sale of other investments36,60275,647
Purchase of mortgage loans(34,547)(128,108)
Sales, maturities and repayments — mortgage loans23,07479,171
Purchase of equity securities(6,189)(58,688)
Sale of equity securities70,985
Acquisition of real estate — VIEs(211,285)
Change in policy loans, net2,5572,274
Short-term loan to parent, net
Net cash used in investing activities(391,885)(1,242,942)
Financing activities
Capital contributions606,540690,975
Return of capital(250,000)
Issuance of long-term debt220,000
Proceeds from mortgage loan payable — VIEs138,102
Debt issuance costs paid — VIEs(3,240)
Capital contributions from non-controlling interests12,116
Distributions to non-controlling interests(130)
Net cash provided by financing activities576,540837,823
Net increase (decrease) in cash193,357(46,285)
Cash and cash equivalents, beginning of year303,828497,185
Cash and cash equivalents, end of year497,185450,900

Supplemental and non-cash disclosures

 FY2024FY2025
Cash paid for interest26,76831,913
Cash paid for income taxes
Day one deposits on insurance contracts under funds withheld2,696,9257,310,108
Day one assets and liabilities assumed through coinsurance and modco FWH2,696,9257,310,108
Assets and accrued investment income transferred on conversion of funds withheld to coinsurance1,251,533
Deposits on policyholder account balances within funds withheld7,973,1884,849,709
Withdrawals on policyholder account balances within funds withheld3,386,9754,483,059

Cash flow understates activity by design. The economically significant movements are non-cash: $7.31bn of day-one assets and liabilities assumed, and the $1.25bn asset transfer on the MMLIC MR23 conversion from funds withheld to coinsurance effective 1 October 2025. Within funds withheld, deposits fell from $7.97bn to $4.85bn while withdrawals rose from $3.39bn to $4.48bn — net deposit flow inside the withheld pools compressed from +$4.59bn to +$0.37bn.

V

Premium flow

US$ · ceded premium per counterparty statutory Schedule S Part 3 Section 1

Rebuilt from cedant filings. Martello does not disclose premium by counterparty.
Cedant / treatyFormFY2024FY2025
Recognised as GAAP premium — limited-payment / life-contingent
Metropolitan Life Insurance CompanyModCo5,734,245,483
Metropolitan Tower LifeModCo1,784,998,1181,279,520,986
MMLIC — MR24 SPIA/DIACoinsurance382,420,048563,093,950
MMLIC — MR23 PRTCoins. FWH → coins.807,831,117389,867,068
MassMutual AscendCoins. FWH32,105,43422,038,541
Identified GAAP-recognised premium3,007,354,7177,988,766,028
Martello gross premiums per Note 72,963,827,0007,978,606,000
Variance43,527,71710,160,028
Reconciliation to income statement premium line3,203,257,0008,104,708,000
Deposit-accounted — no GAAP premium recognised
MMLIC — MR22 MYGA / deferred annuity flowCoins. FWH7,614,936,8844,393,798,165
Total statutory ceded premium, all forms10,622,291,60112,382,564,193

The FY2025 bridge closes to 0.13% against Note 7 gross premiums, confirming the disclosed cedant set is complete. MMLIC's MR22 treaty contributed $4.39bn of statutory ceded premium and nil GAAP revenue — deferred annuity business is deposit-accounted, with consideration flowing to policyholder account balances rather than the income statement.

Ceded reserves by counterparty — YE2025

CedantReserve credit / ModCoShare
MMLIC — MR22, MR23, MR24 combined22,252,208,17660.1%
MassMutual Ascend5,773,720,17615.6%
Metropolitan Life Insurance Company5,769,339,61015.6%
Metropolitan Tower Life3,201,532,2938.7%
Total ceded reserves36,996,800,255100.0%
Technical provisions per FY2025 FCR (EBS)36,151,000,000
Variance — statutory vs EBS basis845,800,2552.3%
VI

Liability overview

US$ thousands · as of and for the years ended 31 December

Policy benefit reserves — rollforward by product

Present value of expected policy benefits at original discount rate. Note 7.
 MMALIC SPIAPRTMMLIC SPIA/DIATotal
Adjusted balance at 31 December 2024, original discount rate²111,3102,901,562376,0463,388,918
Issuances15,1127,050,295529,9967,595,403
Interest accrual3,605211,47331,443246,521
Benefit payments(16,621)(362,333)(25,565)(404,519)
Ending balance at original discount rate113,4069,800,997911,92010,826,323
Effect of change in discount rate assumptions(9,063)32,776(3,547)20,166
Deferred profit liability3,05343,61046,663
Liability per balance sheet, 31 December 2025107,3969,833,773951,98310,893,152
Comparative, 31 December 2024102,6522,891,243373,1033,366,998

² Opening balance of $3,387,887 at original discount rate, after $10,383 of cash-flow assumption changes and $(9,352) of actual-vs-expected variances. PRT issuances of $7.05bn drove the entire increase. Pension risk transfer is now 90.3% of policy benefit reserves, against 85.9% a year earlier.

Policyholder account balances — rollforward

 Deferred annuitiesMMALIC SPIAMMLIC SPIA/DIATotal
Balance at 31 December 202423,464,004128,962139,47723,732,443
Issuances3,972,74837,089258,8784,268,715
Premiums received580,994580,994
Surrenders and withdrawals(3,896,423)(3,896,423)
Free look surrenders(155,458)(155,458)
Benefit payments(358,705)(44,804)(28,847)(432,356)
Policy charges(30,270)(30,270)
Interest credited993,4552,52710,2921,006,274
Other1,1781,178
Balance at 31 December 202524,571,523123,774379,80025,075,097
Weighted-average crediting rate4.69%4.69%
Net amount at risk1,306,4811,306,481
Cash surrender value23,387,30023,387,300
Deferred annuity net flow has effectively stopped

Issuances fell from $7,222,184 to $3,972,748 (−45.0%) while surrenders and withdrawals rose from $2,800,448 to $3,896,423 (+39.1%). Net deposit flow before credited interest fell from +$4,410,061 in FY2024 to +$112,886 in FY2025. The block grew $1,107,519, of which $993,455 — approximately 90% — was credited interest rather than new business.

Cash surrender value of $23,387,300 is 95.2% of the deferred annuity balance, and the crediting rate rose 53 bp to 4.69%. Surrender pressure and repricing are both increasing.

Liability characteristics

 MMALIC SPIAPRTMMLIC SPIA/DIA
Interest accretion rate — FY20253.61%5.24%5.48%
Current discount rate — FY20254.92%5.19%5.52%
Weighted-average liability duration (years)6.377.8812.14
Mortality — actual experience FY20259.16%1.74%0.28%
Mortality — expected experience FY20254.60%1.42%1.45%
Undiscounted expected future benefit payments146,21216,085,4252,049,768

Mortality is running favourably on the payout books — higher actual than expected mortality reduces future annuity payments — with MMALIC SPIA at 9.16% against 4.60% expected and PRT at 1.74% against 1.42%. MMLIC SPIA/DIA is adverse at 0.28% against 1.45% expected, on the longest-duration liability at 12.14 years.

Other liabilities and debt

 20242025
Market risk benefit liabilities289,322322,689
less market risk benefit assets(12,019)(9,340)
Net market risk benefit position277,303313,349
Surplus note issued 28-Jun-2022, due 28-Jun-2027, SOFR + 2.00%221,000221,000
Surplus note issued 28-Jun-2024, due 28-Jun-2027, SOFR + 2.25%220,000220,000
Mortgage loan payable — consolidated VIEs135,120
Total long-term debt441,000576,120
Letters of credit issued (off balance sheet)250,000750,000
Letters of credit drawn75,000750,000
Unfunded investment commitments43,910229,687
VII

Asset overview

US$ thousands unless noted · as of 31 December

Composition of total investments

 2024% of total2025% of total
Funds withheld at interest — cedant-held pools26,020,80394.9%34,041,92889.9%
Fixed maturity securities, AFS1,145,0524.2%3,129,3818.3%
Other investments138,1110.5%431,6601.1%
Mortgage loans40,9430.1%192,3530.5%
Equity securities45,3420.2%35,4030.1%
Policy loans22,3220.1%20,0480.1%
Total investments27,412,573100.0%37,850,773100.0%
Directly held book, excluding funds withheld1,391,7705.1%3,808,84510.1%
OC Trust and Coinsurance Trust collateral held878,6673,109,506

Directly held AFS securities by asset type

Amortized cost and fair value. Note 3.
 2024 amort. cost2024 fair value2025 amort. cost2025 fair value
Corporate763,755722,8401,627,7671,614,213
ABS161,570159,951833,218833,036
RMBS149,929147,635381,963383,070
CLO50,58351,075128,296127,797
CMBS30,53530,843107,769108,442
U.S. government3,0212,58336,86036,096
Residual tranche CLO and ABS, fair value option2,31219,67424,67624,383
State and municipal10,20010,4512,6302,344
Total AFS securities1,171,9051,145,0523,143,1793,129,381
Gross unrealized losses(25,575)(36,960)
Allowance for credit losses(24,727)(250)

Contractual maturity has extended sharply: assets due after ten years rose from $243,618 to $1,090,856 of amortized cost, and now represent 34.7% of the AFS book against 20.8% a year earlier — consistent with backing long-dated pension risk transfer liabilities.

Fair value hierarchy

 TotalNAVLevel 1Level 2Level 3
Funds withheld at interest — 202534,041,928441,077478,35931,989,7491,132,743
as % of funds withheld100.0%1.3%1.4%94.0%3.3%
Funds withheld at interest — 202426,020,803312,118399,22224,466,612842,851
as % of funds withheld100.0%1.2%1.5%94.0%3.2%
Total AFS securities — 20253,129,3812,991,076138,305
Total assets measured at fair value — 202538,098,612689,619676,40735,284,5831,448,003

Level 3 exposure within funds withheld is stable at 3.3%. Observability of the withheld pools is disclosed, but their security-level composition is not — see below.

Ceded asset pool composition — MassMutual Ascend

US$ millions · the Funds Withheld Adjustment column is substantially the Martello pool

MassMutual Ascend Funds Withheld Reinsurance Supplement. Ties to independently extracted Schedule S Part 8 within $0.5mm.
Asset classYE2023%YE2024%YE2025%
Corporate bonds3,69538.3%2,21530.6%1,78031.4%
Other ABS including CLOs2,27923.6%1,60622.2%1,05318.6%
RMBS1,36214.1%1,23917.1%88315.6%
CMBS7597.9%6438.9%5169.1%
Mortgage loans and real estate5365.6%78610.9%62311.0%
Schedule BA assets3153.3%4546.3%3025.3%
U.S. government, agencies, municipals1151.2%761.0%2835.0%
Cash and short-term5485.7%1952.7%1883.3%
Stocks280.3%250.3%470.8%
Total cash and invested assets9,637100%7,240100%5,674100%

Credit quality of ceded pools — YE2025

Schedule S Part 8, all four cedants. US$ except percentages. Each column is the cedant's total ceded pool — funds withheld and ModCo combined. Sub-pool split of ceded securities: Ascend 100% FWH; MMLIC 79% FWH / 21% ModCo; Met Tower 10% FWH / 90% ModCo; Met Life 32% FWH / 68% ModCo.
 MM AscendMMLICMet TowerMet Life
NAIC 13,065,707,84419,143,529,3209,340,719,46712,157,554,884
NAIC 21,163,193,3139,677,008,8655,619,360,9367,259,525,114
NAIC 3181,086,5471,764,123,741288,960,730411,880,083
NAIC 436,882,985154,960,08230,709,76357,245,211
NAIC 555,679,161165,929,7155,564,0447,891,883
NAIC 611,642,56698,415,077702,52816,591,693
Total ceded long-term bonds4,514,192,41631,003,966,80015,286,017,46819,910,688,868
Below investment grade6.3%7.0%2.1%2.5%
Martello share of the sub-pool it sits in¹~100%64.1%~17%15.1%
Credit appetite tracks investment discretion

Below-investment-grade exposure is 6.3–7.0% in the MassMutual funds-withheld pools, where General Interrogatory 29.05 discloses Centerbridge Martello Advisors LLC and Barings LLC as holding authority to make investment decisions, and 2.1–2.5% in the MetLife modified coinsurance pools, where the cedant retains asset management. Roughly a three-times differential.

On the Ascend series the below-investment-grade share has fallen from 8.5% (YE2023) to 8.4% (YE2024) to 6.3% (YE2025) — de-risking through the runoff, though remaining materially above the MetLife pools throughout.

¹ Martello sits in the funds-withheld sub-pool at the MassMutual cedants (MMLIC share measured against ceded FWH of $30.41bn per line 163) and in the ModCo sub-pool at the MetLife cedants (MLIC share against ceded ModCo of $38.29bn). The quality rows above span both sub-pools, so for the three blended cedants they include assets backing other reinsurers alongside Martello.

Disclosure limits. No security-level view of the withheld portfolios exists at any cedant. Ascend is the only unblended Martello pool. MMLIC publishes neither a funds-withheld supplement nor Schedule D Parts 3, 4 or 5, so no asset or transaction detail is available for the largest single reserve relationship at $22.25bn.

VIII

Capital and solvency

Bermuda Monetary Authority economic balance sheet basis · US$ millions except ratios

 20252024Change
Statutory capital — EBS2,7712,138+633
Minimum solvency margin598449+149
Transition enhanced capital requirement1,5491,028+521
ECR ratio179%208%−29 pp
Best estimate liabilities — scenario-based approach35,95226,313+9,639
Risk margin at 6% cost of capital17998+81
Technical provisions36,15126,411+9,740
Statutory capital and surplus, unconsolidated (US$000)3,281,2682,226,073+1,055,195
Tier 2 ancillary capital (US$000)636,625221,000+415,625
Tier 3 ancillary capital (US$000)220,000+220,000

The enhanced capital requirement grew 50.7% against statutory capital growth of 29.6%, driving the ECR ratio down 29 points. Ancillary capital rose from $221.0mm to $856.6mm across Tiers 2 and 3, and drawn letters of credit went from $75.0mm to $750.0mm. The balance sheet absorbed the MLIC block faster than own-funds formation.

Unresolved source variances

Statutory capital and surplus: the FY2025 FCR reports $3,282,693 thousand against $3,281,268 thousand in the audited statements, a difference of $1,425 thousand. Surplus note attribution: the FCR ancillary table assigns $221,000 to the June 2024 note and $220,000 to the June 2022 note; GAAP Note 9 reverses this. Totals agree at $441,000. Both are presented as reported and are not reconciled here.