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Shareholders' Equity
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Shareholders' Equity
15.
Shareholders’ Equity

Distribution Restrictions

The ability of Global Indemnity Group, LLC to pay distributions is subject to applicable federal and state laws and Global Indemnity Group, LLC’s LLCA. Distributions of cash or other assets of Global Indemnity Group, LLC may be paid to Global Indemnity Group, LLC’s shareholders out of Global Indemnity Group, LLC’s assets legally available therefor only when, and if determined by the Board. Each holder of Series A Preferred Shares (as defined in the LLCA) is entitled to a “Priority Return” (as defined in the applicable Share Designation). On each Distribution Date, Global Indemnity Group, LLC shall make a distribution to each holder of the Series A Preferred Shares out of, and subject to a determination by the Board that the Company has on the applicable Distribution Date, funds legally available therefor, payable in cash only, in an amount equal to the estimated amount necessary to reduce the Unpaid Priority Return of each Series A Preferred Share immediately after such Distribution Date to zero. All such distributions shall be made pro rata in relation to each such Series A Preferred Share’s Unpaid Priority Return.

 

Since Global Indemnity Group, LLC is a holding company and has no direct operations, its ability to pay distributions depends, in part, on the ability of its subsidiaries to generate income to pay dividends and interest on intercompany debt and maturities. The Company's insurance subsidiaries are subject to significant regulatory restrictions limiting their ability to declare and pay dividends. Global Indemnity Investments, Inc. is dependent on generating investment income in order to pay a dividend to Global Indemnity Group, LLC. See Note 21 for additional information regarding dividend limitations imposed on the Company's insurance subsidiaries.

 

Distributions

Quarterly distribution payments of $0.35 per common share were declared during the year ended December 31, 2024 as follows:

 

Approval Date

 

Record Date

 

Payment Date

 

Total Distributions Declared
(Dollars in thousands)

 

March 6, 2024

 

March 21, 2024

 

March 28, 2024

 

$

4,752

 

June 6, 2024

 

June 21, 2024

 

June 28, 2024

 

 

4,774

 

September 19, 2024

 

September 30, 2024

 

October 7, 2024

 

 

4,782

 

December 5, 2024

 

December 24, 2024

 

December 31, 2024

 

 

4,790

 

Various (1)

 

Various

 

Various

 

 

18

 

Total

 

 

 

 

 

$

19,116

 

 

(1)
Represents distributions declared on unvested shares, net of forfeitures

 

Quarterly distribution payments of $0.25 per common share were declared during the year ended December 31, 2023 as follows:

 

Approval Date

 

Record Date

 

Payment Date

 

Total Distributions Declared
(Dollars in thousands)

 

March 2, 2023

 

March 24, 2023

 

March 31, 2023

 

$

3,410

 

June 1, 2023

 

June 23, 2023

 

June 30, 2023

 

 

3,375

 

September 28, 2023

 

October 9, 2023

 

October 16, 2023

 

 

3,385

 

December 7, 2023

 

December 22, 2023

 

December 29, 2023

 

 

3,385

 

Various (1)

 

Various

 

Various

 

 

(86

)

Total

 

 

 

 

 

$

13,469

 

 

(1)
Represents distributions declared on unvested shares, net of forfeitures

Quarterly distribution payments of $0.25 per common share were declared during the year ended December 31, 2022 as follows:

 

Approval Date

 

Record Date

 

Payment Date

 

Total Distributions Declared
(Dollars in thousands)

 

March 3, 2022

 

March 21, 2022

 

March 31, 2022

 

$

3,597

 

June 2, 2022

 

June 20, 2022

 

June 30, 2022

 

 

3,602

 

September 23, 2022

 

October 4, 2022

 

October 11, 2022

 

 

3,616

 

December 8, 2022

 

December 23, 2022

 

December 30, 2022

 

 

3,389

 

Various (1)

 

Various

 

Various

 

 

339

 

Total

 

 

 

 

 

$

14,543

 

 

(1)
Represents distributions declared on unvested shares, net of forfeitures

 

In addition, distributions of $0.4 million were paid to Global Indemnity Group, LLC’s preferred shareholder during each of the years ended December 31, 2024, 2023, and 2022.

There were no accrued distributions on unvested common shares as of December 31, 2024. Accrued distributions on unvested common shares, which were included in other liabilities on the consolidated balance sheets, were $0.3 million as of December 31, 2023. Accrued preferred distributions were less than $0.1 million as of December 31, 2024 and 2023 and were also included in other liabilities on the consolidated balance sheets.

Repurchases and Redemptions of Global Indemnity Group, LLC’s Common Shares

Global Indemnity Group, LLC allows employees to surrender class A common shares as payment for the tax liability incurred upon the vesting of restricted stock that was issued under the Company’s share incentive plan in effect at the time of issuance. During 2024, 2023, and 2022, Global Indemnity purchased an aggregate of 16,527, 18,860 and 15,954, respectively, of surrendered class A common shares from its employees for $0.5 million, $0.6 million, and $0.4 million, respectively.

On October 21, 2022, Global Indemnity Group, LLC announced it commenced a share repurchase program beginning in the fourth quarter of 2022. Global Indemnity Group, LLC's Board of Directors have authorized share repurchases of up to $135 million in aggregate under this program that expires on December 31, 2027. As of December 31, 2024, the Company’s remaining authorization to repurchase shares is $101.0 million. The timing and actual number of shares repurchased, if any, will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities.

Under the repurchase program, repurchases may be made from time to time using a variety of methods, including open market purchases or privately negotiated transactions, all in compliance with Global Indemnity Group, LLC’s Insider Trading Policy, the United States Securities and Exchange Commission, and other applicable legal requirements. The repurchase program does not obligate Global Indemnity Group, LLC to acquire any particular amount of class A common shares, and the repurchase program may be suspended or discontinued at any time at Global Indemnity Group, LLC’s discretion.

 

From the time of the initial announcement, a total of 1,357,082 shares were repurchased for approximately $34.0 million at an average purchase price of $25.05 per share. 138,151 shares that were acquired were reissued in December 2022 to one of the Directors of Global Indemnity Group, LLC at an average price per share of $24.17. As a result of these transactions, book value per share increased by $1.69 per share since inception of the share repurchase program in October 2022.

Shares purchased from employees or third parties by Global Indemnity Group, LLC are held as treasury stock and recorded at cost until formally retired by Global Indemnity Group, LLC.

The following table provides information with respect to the class A common shares that were surrendered, repurchased, or redeemed in 2024:

 

(Dollars in thousands,
except share and per share data)


Period (1)

 

Total Number
of Shares
Purchased or
Redeemed

 

 

Average
Price Paid
Per Share

 

 

Total Number of Shares
Purchased as Part of
Publicly Announced
Plan or Program

 

 

Approximate Dollar
Value of Shares that May
Yet Be Purchased Under
the Plans or Programs (2)

 

Class A common shares:

 

 

 

 

 

 

 

 

 

 

 

 

June 1-30, 2024

 

 

16,527

 

(3)

$

32.00

 

 

 

—

 

 

$

101,004

 

Total

 

 

16,527

 

 

$

32.00

 

 

 

—

 

 

 

 

 

(1)
Based on settlement date.
(2)
Based on the $135 million share repurchase authorization.
(3)
Surrendered by employees as payment of taxes withheld on the vesting of restricted stock and/or restricted stock units.

The following table provides information with respect to the class A common shares that were surrendered, repurchased, or redeemed in 2023:

 

(Dollars in thousands,
except share and per share data)


Period (1)

 

Total Number
of Shares
Purchased or
Redeemed

 

 

Average
Price Paid
Per Share

 

 

Total Number of Shares
Purchased as Part of
Publicly Announced
Plan or Program

 

 

Approximate Dollar
Value of Shares that May
Yet Be Purchased Under
the Plans or Programs (2)

 

Class A common shares:

 

 

 

 

 

 

 

 

 

 

 

 

January 1-31, 2023

 

 

3,302

 

(3)

$

23.31

 

 

 

—

 

 

$

106,604

 

January 1-31, 2023

 

 

250,000

 

(4)

$

25.90

 

 

 

250,000

 

 

$

106,604

 

April 1-30, 2023

 

 

200,000

 

(4)

$

28.00

 

 

 

200,000

 

 

$

101,004

 

June 1-30, 2023

 

 

15,558

 

(3)

$

33.74

 

 

 

—

 

 

$

101,004

 

Total

 

 

468,860

 

 

$

27.04

 

 

 

450,000

 

 

 

 

 

(1)
Based on settlement date.
(2)
Based on the $135 million share repurchase authorization.
(3)
Surrendered by employees as payment of taxes withheld on the vesting of restricted stock and/or restricted stock units.
(4)
Purchased as part of the share repurchase program which commenced in fourth quarter of 2022.

 

Global Indemnity Group, LLC converted 153,594 of class B common shares to class A common shares on November 14, 2022. There were no other class B common shares that were surrendered, repurchased, or redeemed in 2024 or 2023.

Each class A common share has one vote and each class B common share has ten votes.

As of December 31, 2024, Global Indemnity Group, LLC’s class A common shares were held by approximately 140 shareholders of record. The Fox Paine Entities comprise the two holders of record of Global Indemnity Group, LLC’s class B common shares as of December 31, 2024. Global Indemnity Group, LLC’s preferred shares were held by 1 holder of record, an affiliate of Fox Paine & Company, LLC, as of December 31, 2024.