American Overseas Group LimitedOTC: AOREF

Results of Operations for the Year Ended December 31, 2025 - American Overseas Group Limited Announces Net Income Of $10.8 Million For the Year Ended December 31, 2025

· Issued by American Overseas Group Limited via GlobeNewswire

HAMILTON, Bermuda, April 27, 2026 (GLOBE NEWSWIRE) -- American Overseas Group Limited (BSX: AORE.BH) (Pink Sheets: AOREF.PK) (“AOG” or the “Company”) today reported consolidated net income available to common shareholders of $10.8 million, or $230.44 per diluted share, for the year ended December 31, 2025. This compares to consolidated net income available to common shareholders of $9.4 million, or $200.09 per diluted share, for the year ended December 31, 2024. Book value per weighted share at December 31, 2025 was $1,241.71, an increase from the book value per weighted share of $976.60 at December 31, 2024.

For the three months ended December 31, 2025, net earned property and casualty premiums decreased $2.6 million from $14.3 million a year ago to $11.7 million. For the year ended December 31, 2025, net earned property and casualty premiums decreased $1.6 million from $51.6 million to $50.0 million.

Quarter to Date fee income increased $0.1 million from $6.0 million to $6.1 million and gross written premiums increased $3.9 million, moving from $226.4 million to $230.3 million. Quarter to Date Loss and loss adjustment expenses as a percentage of earned premium decreased from 75.5% to 64.0%.

For the year ended December 31, 2025, fee income increased $1.0 million from $22.1 million a year ago to $23.1 million and gross written premiums increased $71.6 million, moving from $914.7 million to $986.3 million. For both the quarter and the year, direct written premiums were positively impacted by continued expansion of new programs, rate increases, and organic growth in existing programs. Year to Date Loss and loss adjustment expenses as a percentage of earned premium decreased from 64.0% to 57.7%.

For the three months ended December 31, 2025, operating expenses increased $0.1 million from $4.2 million to $4.3 million. For the year ended December 31, 2025, operating expenses increased $0.9 million from $12.9 million to $13.8 million.

As part of its ongoing capital management efforts, the Company will continue to redirect excess capital within the group to debt reduction. In the 4th quarter of 2025, the Company reduced the outstanding principal balance of its 12% Senior Secured Notes by $1.3 million and year to date the Company reduced the outstanding principal of its 12% and 9% Senior Secured Notes by $4.3 million and $0.7 million respectively, reducing total outstanding debt from $20.8 million to $15.8 million as of December 31, 2025. Additionally, The Company reduced the outstanding principal balance of its 12% Senior Secured Notes by $3.4 million in the 1st quarter of 2026, reducing total outstanding debt to a balance of $12.4 million. The Company expects to take additional steps towards leverage reduction unless other compelling opportunities arise.

Forward-Looking Statements

This release contains statements that may be considered "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, without limitation, the Company's expectations respecting the volatility of its insured portfolio, losses, loss reserves and loss development, the adequacy and availability of its liquidity and capital resources, its current run off strategy, its strategy for writing other reinsurance businesses and its expense reduction measures. These statements are based on current expectations and the current views of the economic and operating environment and are not guarantees of future performance. A number of risks and uncertainties, including economic competitive conditions, could cause actual results to differ materially from those projected in forward-looking statements. The Company's actual results could differ materially from those expressed or implied in the forward-looking statements.

Information About the Company

American Overseas Group Limited is an insurance holding company incorporated in Bermuda and a tax resident of the United Kingdom. Its operating subsidiaries provide specialty property/casualty insurance, reinsurance and insurance management services. More information can be found at www.aoreltd.com.

American Overseas Group Limited

info@aoreltd.com

American Overseas Group Limited

Consolidated Balance Sheets

(unaudited)

As at December 31, 2025 and December 31, 2024

(dollars in thousands)

December 31, 2025

December 31, 2024

Assets

Investments:

Fixed-maturity securities held as available for sale, at fair value

$

161,312

$

143,633

Equity investments held as available for sale, at fair value

1,041

-

Cash and cash equivalents

45,140

46,600

Restricted cash

843

4,861

Accrued investment income

1,135

1,029

Premiums receivable

211,993

211,771

Deferred insurance premiums

299,720

267,765

Reinsurance balances receivable, net

481,444

413,541

Deferred policy acquisition costs

9,420

10,215

Intangible assets

4,800

4,800

Goodwill

33,050

33,050

Other assets

5,373

3,972

Total Assets

$

1,255,271

$

1,141,237

Liabilities and Equity

Liabilities:

Loss and loss expense reserve

$

465,401

$

421,018

Deferred commission income

6,481

7,154

Unearned premiums

311,073

281,176

Ceded premium payable

233,727

209,033

Payable to general agents

459

276

Funds withheld

133,343

126,839

Accounts payable and accrued liabilities

26,472

26,256

Notes payable

15,833

20,771

Non-owned interest in VIE

300

300

Interest payable

435

578

Deferred tax liability

3,413

1,956

Total Liabilities

1,196,937

1,095,357

Shareholders' Equity:

Common shares

4,698

4,698

Additional paid-in capital

189,179

189,179

Accumulated other comprehensive income (loss)

(1,932

)

(3,561

)

Retained deficit

(133,611

)

(144,436

)

Total Shareholders' Equity

58,334

45,880

Total Liabilities and Equity

$

1,255,271

$

1,141,237

See Notes to December 31, 2025 Consolidated Financial Statements available on American Overseas Group Ltd. Website at www.aoreltd.com

American Overseas Group Limited

Consolidated Statements of Operations

(unaudited)

(dollars in thousands, except share and per share amounts)

Three months ended
December 31,

Twelve months ended
December 31,

2025

2024

2025

2024

Revenues

Net premiums earned

$

11,685

$

14,344

$

50,035

$

51,610

Fee income

6,135

5,985

23,139

22,078

Net investment income

534

483

2,039

1,401

Net realized gains on investments

(101

)

-

(108

)

47

Other income

19

29

136

87

Total revenues

18,272

20,841

75,241

75,223

Expenses

Losses and loss adjustment expenses

7,483

10,827

28,878

33,035

Acquisition expenses

4,386

3,630

16,398

14,812

Operating expenses

4,340

4,234

13,817

12,910

Interest expense

467

578

2,155

2,313

Total expenses

16,676

19,269

61,248

63,070

Pre-tax net profit (loss)

$

1,596

$

1,572

$

13,993

$

12,153

Income tax (expense)

(382

)

(461

)

(3,168

)

(2,753

)

Net profit (loss) available to common shareholders

1,214

1,111

10,825

9,400

Net profit (loss) per common share:

Basic

$

25.85

$

23.65

$

230.44

$

200.09

Diluted

25.85

23.65

230.44

200.09

Weighted-average number of common shares outstanding:

Basic

46,979

46,979

46,979

46,979

Diluted

46,979

46,979

46,979

46,979

See Notes to December 31, 2025 Consolidated Financial Statements available on American Overseas Group Ltd. Website at www.aoreltd.com

1,214,256.00

1,112,610.00

10,825,889.00

9,399,814.00

25.85

23.68

230.44

200.09

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