10-K: White Mountains Reports Strong 2025, Driven by Bamboo Sale & Acquisitions
Annual Report
White Mountains Insurance Group, Ltd. reported a 25% increase in book value per share for 2025, primarily fueled by the $848 million net cash proceeds from the Bamboo Group sale and solid operating performance.
Summary
- Book value per share increased 25% to $2,188 in 2025, including dividends, primarily driven by the net gain on sale of the Bamboo Group.
- Comprehensive income attributable to common shareholders was $1,109 million in 2025, a significant increase from $230 million in 2024.
- The net gain on sale of the Bamboo Group contributed approximately $816 million, or $320 per share.
- The Ark/WM Outrigger segment reported a combined ratio of 81% in 2025, an improvement from 82% in 2024, with pre-tax income of $310 million.
- Ark's gross written premiums increased 16% to $2,557 million in 2025, driven by new underwriting teams and business classes.
- HG Global reported pre-tax income of $45 million in 2025, reversing a pre-tax loss of $(66) million in 2024.
- Kudu reported total revenues of $183 million and adjusted EBITDA of $65 million in 2025, up from $119 million and $55 million, respectively, in 2024.
- Distinguished, acquired in September 2025, reported managed premiums of $188 million and ScaleCo adjusted EBITDA of $9 million for the period from acquisition through December 31, 2025.
- The company repurchased and retired 100,581 common shares for $203 million in 2025, at an average price of $2,013.67 per share.
- Undeployed capital stands at approximately $1.0 billion, including a $128 million distribution from WM Outrigger Re received in January 2026.
- A net deferred tax expense of $73 million was recognized in 2025 due to the reversal of the deferred tax asset related to the Bermuda economic transition adjustment.
Sentiment
Score: 8
Explanation: StockSavvy.ai views this as a very strong performance, primarily driven by a highly successful strategic disposition (Bamboo sale) and solid operational results across key segments, leading to substantial book value growth. While some segments faced catastrophe losses and tax adjustments, the overall financial health and strategic positioning appear robust.
Positives
- Book value per share increased by a significant 25% to $2,188 in 2025, including dividends.
- Comprehensive income attributable to common shareholders more than quadrupled from $230 million in 2024 to $1,109 million in 2025.
- The net gain of $816 million from the sale of the Bamboo Group was a major positive driver of financial results.
- The Ark/WM Outrigger segment improved its combined ratio to 81% in 2025 and increased pre-tax income to $310 million.
- Ark's gross written premiums grew by 16% to $2,557 million in 2025, indicating strong business expansion.
- HG Global returned to pre-tax income of $45 million in 2025, reversing a loss from the prior year.
- Kudu showed strong growth in total revenues ($183 million) and adjusted EBITDA ($65 million) in 2025.
- Strategic acquisitions of Distinguished and Enterprise Solutions, and investment in BroadStreet, expand the company's business footprint.
- The company repurchased 100,581 common shares for $203 million in 2025, at an average price of $2,013.67, or 92% of book value, indicating effective capital management.
- A.M. Best affirmed Ark's A/stable financial strength rating and upgraded its issuer credit rating to a+/stable in November 2025, reflecting strong financial health.
- PassportCard/DavidShield's Israeli leisure travel revenues have recovered and surpassed pre-war levels despite geopolitical unrest.
Negatives
- A net deferred tax expense of $73 million was recognized in 2025 due to the reversal of the Bermuda economic transition adjustment.
- Ark's combined ratio in 2025 included eight points of catastrophe losses, primarily from Hurricane Melissa and the January 2025 California wildfires.
- Ark's combined ratio in 2025 included six points of unfavorable development related to aviation losses from the conflict in Ukraine and Russia.
- HG Global experienced a $38 million decline in the fair value of BAM surplus notes in 2025.
- WM Outrigger Re is not participating in the 2026 underwriting year, indicating a reduction in its reinsurance capacity for Ark.
- WM Outrigger Re's 2024 underwriting year combined ratio was 267%, indicating significant losses for that specific year.
- The common equity securities portfolio underperformed the S&P 500 Index in both 2025 and 2024, partly due to certain international listed equity funds and the sale of the ETF portfolio in early 2025.
Risks
- Inability to continue creating shareholder value through future acquisitions and dispositions.
- Requirement to write down goodwill and other intangible assets, which could materially adversely affect results of operations and financial condition.
- Unpredictable catastrophic events (natural disasters, public health crises, terrorist attacks, war, cyber attacks) could materially adversely affect Ark's results and financial condition.
- Deterioration of Ark's financial strength ratings could severely limit its ability to write new policies.
- Ark may not adequately alleviate risk through reinsurance and retrocessional arrangements, or may decide to increase the amount of risk retained.
- Inability to collect amounts due from reinsurers could materially adversely affect Ark's results of operations and financial condition.
- The highly competitive and cyclical property and casualty insurance and reinsurance industries could adversely affect Ark's ability to compete effectively.
- Ark's loss and LAE reserves may be inadequate to cover the ultimate liability for losses.
- HG Re's business is dependent on BAM's ability to maintain its favorable financial strength rating from Standard & Poor's.
- Certain sectors of the municipal bond insurance industry are highly competitive, potentially affecting BAM's and HG Re's business.
- Exposure to losses from municipal bond insurance written by BAM through reinsurance treaties.
- Risk of BAM not paying some or all of the principal and interest due on the BAM Surplus Notes.
- Volatility from the valuation of the BAM Surplus Notes due to subjective discounted cash flow analysis and changes in key inputs.
- Significant changes to municipal bond regulations or tax treatment could materially adversely affect BAM's and HG Re's business.
- Kudu's financial performance is dependent upon its clients' asset and performance-based fees, which are subject to economic, market, and other risks.
- Kudu's managers participate in a highly competitive, highly regulated industry and may not be able to compete effectively in the future.
- Distinguished's commission revenues are dependent on factors beyond its control, including the pricing and profitability of certain segments of the property and casualty insurance industry.
- A substantial portion of Distinguished's business is placed with one insurance carrier (22%) and most with a small number of carriers (61% with top three), posing concentration risk.
- Distinguished primarily relies on third-party agents and brokers to distribute its products, and any deterioration in these relationships could adversely affect its business.
- The investment portfolio may suffer reduced returns or losses due to adverse changes in equity markets, interest rates, debt markets, or foreign currency exchange rates.
- Volatility from the investment in MediaAlpha due to fluctuations in its publicly-traded share price.
- Valuation of illiquid securities (Level 3 investments) is inherently subjective and uncertain, and values may never be realized.
- Failure to meet the requirements of the five-year deferral from the Bermuda corporate income tax or the OECD Pillar Two Undertaxed Profits Rule could materially adversely affect results.
- Potential treatment as a Passive Foreign Investment Company (PFIC) could subject U.S. holders of common shares to disadvantageous U.S. federal income tax laws.
- The company and certain non-U.S. subsidiaries may become subject to U.S. tax.
- Changes in tax laws or tax treaties could materially adversely affect results of operations and financial condition.
- Non-U.S. subsidiaries treated as Controlled Foreign Corporations (CFCs) may subject U.S. 10% shareholders to disadvantageous rules.
- Proposed regulations could subject U.S. persons who are shareholders to disadvantageous rules under U.S. federal income tax laws pertaining to related person insurance income (RPII).
- Regulation may have a material adverse effect on operations and financial condition.
- Bermuda law differs from U.S. law and may afford less protection to shareholders.
- Ineffective controls designed to ensure compliance with guidelines, policies, and legal and regulatory standards.
- Inability to adequately maintain systems and safeguard the security of data, leading to cybersecurity risks, operational disruptions, and reputational harm.
- Losses from unfavorable outcomes from litigation and other legal proceedings.
- Dependence on key personnel to manage the business effectively, who may be difficult to replace.
Future Outlook
The company expects to receive additional distributions of reinsurance profits from WM Outrigger Re's 2025 underwriting year in 2026. Ark anticipates the initial capital call for its infrastructure fund investment in the second quarter of 2026. The company expects to meet the requirements to be exempt from the Bermuda corporate income tax until January 1, 2030, and from the UK and Luxembourg Pillar Two UTPR until January 1, 2030, and January 1, 2029/2030 respectively. It intends to opt out of the Bermuda economic transition adjustment upon becoming subject to Bermuda corporate income tax, expecting no economic benefit. Management believes that current cash balances, cash flows from operations, and routine sales and maturities of investments are adequate to meet expected cash requirements for the foreseeable future. The company also believes it has the flexibility and capacity to obtain external funds through debt or equity financing if needed. Ark expects its net after-tax peak exposure for a 1-in-250 year event related to its largest PML zone to approximate 20-35% of its tangible capital once its 2026 outwards reinsurance program is completed, and estimates its largest net after-tax loss from non-natural/man-made scenarios to be less than 10% of its tangible capital.
Management Comments
- "White Mountains ended 2025 with book value per share of $2,188, an increase of 25% for the year, including dividends. The increase in book value per share was driven primarily by the net gain on sale of the Bamboo Group of approximately $320 per share... In addition, the growth in White Mountains's book value per share reflected solid results at its operating companies and good investment returns."
- "Management believes that White Mountains's cash balances, cash flows from operations and routine sales and maturities of investments are adequate to meet expected cash requirements for the foreseeable future at both a holding company and insurance, reinsurance and other operating subsidiary level."
- "Management believes that White Mountains has the flexibility and capacity to obtain funds externally through debt or equity financing on both a short-term and long-term basis."
- "We believe GAIL will exceed the minimum amount required to be maintained under Bermuda law."
- "We believe it is improper and inappropriate for Covered Individuals to engage in short-term or speculative transactions involving Company Securities."
Industry Context
StockSavvy.ai notes that the insurance and reinsurance industries are highly competitive and cyclical, experiencing periods of severe price competition (soft markets) and higher prices/selective underwriting (hard markets). The company's strategy of growing premiums in hard markets and reducing volume in soft markets aligns with disciplined underwriting. The increasing threat of cyber catastrophes and the impact of climate change on natural catastrophe frequency/severity are significant industry trends the company is actively managing through modeling and reinsurance. The municipal bond insurance industry, where HG Global operates, is also highly competitive, with BAM differentiating itself through its mutual structure. The asset and wealth management sector, where Kudu invests, is subject to shifts in investor preference (active vs. passive management) and fee compression.
Comparison to Industry Standards
- Ark's A/stable financial strength rating from A.M. Best (third highest of 16) and AA-/stable from Standard & Poor's (fourth highest of 23 for the Lloyds marketplace) are strong, indicating robust financial stability compared to industry peers.
- BAM's AA/stable financial strength rating from Standard & Poor's is a key competitive factor in the municipal bond insurance industry, where its primary competitor is Assured Guaranty Ltd.
- Ark's combined ratio of 81% in 2025 indicates a strong underwriting profit, outperforming many industry averages which often hover closer to 95-100% in competitive markets.
- Kudu's initial average gross cash yield of 9.3% on deployed capital suggests a focus on attractive returns within the boutique asset and wealth management sector, which can be compared to typical private equity or venture capital returns in the financial services space.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | President and Chief Financial Officer | Liam P. Caffrey | January 2026 | Promotion |
| President | Executive Vice President and Chief Strategy Officer | Giles E. Harrison | January 2026 | Promotion |
| Managing Director and Chief Financial Officer | Managing Director and Deputy Chief Financial Officer | Michael A. Papamichael | January 2026 | Promotion |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Cybersecurity Oversight | The Board of Directors has assigned oversight of the company's cybersecurity risk management to the Audit Committee, which receives periodic reports on risks and incidents. | Ongoing | Enhances board-level scrutiny and strategic direction for cybersecurity, aligning with increasing regulatory and operational importance. |
| Cybersecurity Risk Management Program | The IT Steering Committee, including the Chief Information Security Officer and Chief Technology Officer, is responsible for assessing and managing cybersecurity risk, guided by ISO 27001 and CISCSC standards. | Ongoing | Establishes a structured and professional approach to identifying, assessing, and mitigating cyber threats across the organization. |
| Code of Business Conduct | A Code of Business Conduct, applicable to all directors, officers, and employees, was adopted by the Board of Directors. | November 20, 2025 | Reinforces ethical standards, compliance with laws, and proper business practices across the company. |
| Insider Trading Policy | An Insider Trading Policy, prohibiting trading on material non-public information and establishing blackout periods and pre-clearance requirements for designated persons, was approved by the Board of Directors. | May 22, 2025 | Strengthens compliance with securities laws and prevents misuse of confidential information, protecting the company's reputation and stakeholders. |
| Voting Limitations | Bermuda bye-laws limit the voting rights of any person beneficially holding 10% or more of votes to 9.9%, with exceptions for Byrne Entities and board-exempted persons/groups. | Ongoing (per bye-laws) | Aims to prevent any single shareholder or group from gaining excessive control, potentially protecting against hostile takeovers or undue influence. |
| Director Election Process | Directors are divided into three classes with staggered terms, with only one class standing for election each year. In uncontested elections, a director receiving less than a majority of votes must tender resignation, but may be elected by Plurality Vote if the board declines the resignation. | Ongoing (per bye-laws) | Provides for board stability through staggered terms and a mechanism for addressing director accountability in uncontested elections. |
| Business Combination Restrictions | Bye-laws generally prohibit 'business combinations' with 'interested shareholders' (15% or more voting stock) for three years, with exceptions for prior board approval, 85% ownership, 66 2/3% shareholder approval (excluding interested shareholder), and Byrne Entities. | Ongoing (per bye-laws) | Acts as a defense mechanism against certain unsolicited takeover attempts, potentially allowing the board more time to consider alternatives or negotiate better terms. |
Legal Proceedings
- No current non-claims related litigation that may have a material adverse effect on the company's financial condition, results of operations, or cash flows.
- Ark recognized $91 million of unfavorable loss reserve development related to aviation losses from the conflict in Ukraine and Russia, driven by 2025 U.K. High Court rulings on leasing claims. This is a complex loss event that will continue to be litigated and negotiated in the future.
Related Party Transactions
- No transactions with related persons to report as of December 31, 2025.
Stakeholder Impact
- **Shareholders**: Experienced a significant 25% increase in book value per share, driven by strategic dispositions and strong operational performance. Share repurchases at a discount to book value further enhance shareholder returns. However, potential volatility from investment valuations and changes in tax laws remain factors.
- **Employees**: The company emphasizes employee well-being and professional development, fostering an inclusive culture. Share-based incentive compensation plans are designed to align management's financial interests with those of shareholders. Recent management changes reflect internal promotions and strategic hires.
- **Customers (Insureds/Clients)**: Strong financial strength ratings for Ark and BAM provide assurance to policyholders. PassportCard/DavidShield offers innovative, digitally-enabled solutions for real-time funding of medical expenses, enhancing customer experience and claims processing efficiency.
- **Reinsurers**: Ark maintains relationships with third-party reinsurers for risk mitigation, and monitors their financial strength. WM Outrigger Re provides collateralized reinsurance protection to Ark, demonstrating a structured approach to risk transfer.
- **Regulatory Authorities**: The company operates under extensive regulation in multiple jurisdictions (US, Bermuda, UK, EU, Israel, Luxembourg) covering solvency, capital, data privacy, and tax. Ongoing compliance efforts are critical to maintaining operational licenses and avoiding penalties.
Next Steps
- WM Outrigger Re expects to receive additional distributions of reinsurance profits from the 2025 underwriting year in 2026.
- Ark anticipates the initial capital call for its infrastructure fund investment in the second quarter of 2026.
- The 2025 Bermuda Solvency Capital Requirement (BSCR) must be filed with the Bermuda Monetary Authority (BMA) before April 30, 2026.
- The Annual General Meeting of Members is scheduled for May 21, 2026.
- Certain noncontrolling unitholders of Distinguished will have an option to sell additional units to White Mountains on September 5, 2028.
- The next renegotiation period for the First-Loss Reinsurance Treaty (FLRT) with BAM allows either party to provide notice during 2028 to trigger a renegotiation effective January 1, 2030.
- White Mountains intends to opt out of the Bermuda economic transition adjustment upon becoming subject to Bermuda corporate income tax.
Key Dates
| Date | Description |
|---|---|
| January 1, 2021 | White Mountains acquired a controlling ownership interest in Ark. |
| July 13, 2021 | Ark issued Ark 2021 Subordinated Notes Tranche 1. |
| August 11, 2021 | Ark issued Ark 2021 Subordinated Notes Tranche 2. |
| September 8, 2021 | Ark issued Ark 2021 Subordinated Notes Tranche 3. |
| December 2021 | Ark entered into an uncommitted secured standby letter of credit facility agreement with Citibank Europe Plc. |
| March 31, 2022 | Kudu entered into a secured revolving credit facility. |
| April 29, 2022 | HG Global received proceeds from the issuance of its $150 million face value floating rate secured senior notes. |
| June 16, 2022 | HG Global entered into the HG Global 2022 Interest Rate Cap agreement. |
| September 2022 | Ark entered into an additional uncommitted standby letter of credit facility agreement with Lloyds Bank Corporate Markets PLC. |
| Fourth quarter 2022 | Ark sponsored the formation of Outrigger Re Ltd. to provide collateralized reinsurance protection. |
| December 15, 2022 | European Union Member States voted to adopt the EU Minimum Tax Directive (OECD Pillar Two initiative). |
| July 11, 2023 | The United Kingdom enacted conforming Pillar Two legislation, including the Income Inclusion Rule (IIR) and Qualified Domestic Minimum Top-up Tax (QDMTT). |
| October 2023 | White Mountains announced the launch of WTM Partners. |
| December 20, 2023 | Luxembourg enacted conforming Pillar Two legislation, including the IIR, UTPR, and QDMTT. |
| December 27, 2023 | Bermuda enacted a 15% corporate income tax, effective January 1, 2025. |
| January 2, 2024 | White Mountains acquired a controlling financial interest in Bamboo. |
| June 28, 2024 | Kudu amended its Credit Facility to increase total commitment and revise terms. |
| July 1, 2024 | HG Re and BAM amended the First-Loss Reinsurance Treaty (FLRT) terms, leading to White Mountains deconsolidating BAM. |
| August 22, 2024 | HG Global entered into a new interest rate cap agreement (HG Global 2024 Interest Rate Cap). |
| September 17, 2024 | Kudu entered into an interest rate cap agreement (Kudu Interest Rate Cap). |
| Fourth quarter 2024 | Ark renewed Outrigger Re Ltd. for the 2025 underwriting year. |
| November 2024 | A.M. Best affirmed Ark's financial strength rating at A/stable. |
| January 15, 2025 | The OECD released administrative guidance on its Pillar Two model rules. |
| March 18, 2025 | Kudu amended its Credit Facility to reduce the required interest reserve account balance and lower the minimum debt service coverage ratio. |
| March 20, 2025 | The United Kingdom enacted legislation adopting the Pillar Two Undertaxed Profits Rule (UTPR). |
| April 1, 2025 | White Mountains acquired a controlling financial interest in Enterprise Solutions. |
| July 4, 2025 | The U.S. enacted the One Big Beautiful Bill Act (OBBBA); Distinguished entered into an amended credit facility. |
| July 11, 2025 | Standard & Poor's affirmed BAM's AA/stable financial strength rating after its most recent review. |
| July 16, 2025 | The company entered into a senior unsecured revolving credit facility (WTM Credit Facility) of up to $250 million. |
| July 18, 2025 | White Mountains invested $150 million into BroadStreet through the BroadStreet SPV. |
| July 21, 2025 | Kudu amended its Credit Facility to increase total commitment from $350 million to $500 million and revise the interest rate. |
| September 2, 2025 | White Mountains acquired a controlling financial interest in Distinguished. |
| September 16, 2025 | Distinguished entered into an interest rate cap agreement (Distinguished Interest Rate Cap). |
| November 1, 2025 | Distinguished sold a small, non-core ScaleCo program for net proceeds of $33.6 million. |
| November 20, 2025 | The Code of Business Conduct was adopted by the Board of Directors. |
| November 2025 | A.M. Best affirmed Ark's A/stable financial strength rating and upgraded its issuer credit rating to a+/stable. |
| December 5, 2025 | White Mountains completed the sale of a controlling financial interest in the Bamboo Group. |
| December 11, 2025 | Bermuda enacted legislation changing the scope of assets and liabilities subject to the economic transition adjustment and providing certain incentives. |
| December 17, 2025 | Luxembourg enacted legislation adopting the January 2025 OECD Administrative Guidance. |
| December 24, 2025 | White Mountains completed a modified Dutch auction self-tender offer, repurchasing 64,064 common shares. |
| December 31, 2025 | Fiscal year ended. |
| January 2026 | White Mountains received a distribution of $128 million from WM Outrigger Re. |
| February 23, 2026 | 2,467,055 common shares were issued and outstanding. |
| February 27, 2026 | Date of the Annual Report on Form 10-K filing. |
| April 30, 2026 | Deadline for filing the 2025 BSCR with the Bermuda Monetary Authority. |
| May 21, 2026 | Annual General Meeting of Members is scheduled to be held. |
| July 16, 2028 | The WTM Credit Facility matures. |
| September 5, 2028 | Third anniversary of the Distinguished Transaction, when certain noncontrolling unitholders will have the option to sell additional units to White Mountains. |
| October 10, 2029 | The Distinguished Credit Facility matures. |
| January 1, 2030 | Expected effective date for Bermuda corporate income tax (deferral expected until this date). |
| January 1, 2030 | Next renegotiation period for the FLRT with BAM, if either party provides notice during 2028. |
| July 21, 2030 | Kudu Credit Facility availability period ends. |
| April 2032 | The HG Global Senior Notes mature. |
| July 21, 2038 | The Kudu Credit Facility matures. |
Recommendation
buyThe substantial 25% increase in book value per share, driven by the highly profitable sale of the Bamboo Group and strong performance across core operating segments like Ark and Kudu, indicates robust financial health and effective capital allocation. The company's strategic acquisitions and significant share repurchases at a discount to book value further demonstrate management's commitment to shareholder value. While there are inherent risks in the insurance and investment sectors, the overall positive trajectory, strong ratings, and disciplined approach to underwriting and investment make White Mountains an attractive long-term investment.
Keywords
Insurance, Reinsurance, Financial Services, Asset Management, Specialty Insurance, MGA, Property & Casualty, Municipal Bonds, Capital Solutions, SEC Filing, 10-K, White Mountains, Ark, HG Global, Kudu, Distinguished, MediaAlpha, Bermuda, Investment Management, Risk Management, Corporate Governance, Share Repurchase, Acquisitions, Dispositions, Cybersecurity, Tax, GAAP, Financial Reporting
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