Overview Brookfield Wealth Solutions Ltd. was incorporated on December 10, 2020 under the Bermuda Act. Our company is focused on securing the financial futures of individuals and institutions through a range of retirement services, wealth protection products and tailored capital solutions. Through our operating subsidiaries, we offer a broad range of insurance products and services, including retail and institutional annuities, commercial property and casualty insurance and reinsurance. In doing so, we seek to match our liabilities with a portfolio of high-quality investments in order to generate attractive, risk-adjusted returns within our business. We leverage our relationship with Brookfield in order to opportunistically source new business and deploy our capital in assets that are tailored to our investment needs. Our relationship with Brookfield provides us with access to a diverse mix of leading alternative investment strategies that we believe are well-suited for this purpose. The class A exchangeable shares are listed on the NYSE and the TSX under the symbol “BNT”. The class A-1 exchangeable shares were listed on the NYSE and the TSX under the symbol “BNRE.A” until they were delisted from both exchanges effective August 29, 2024 after giving effect to the company’s redesignation of all of the issued and outstanding class A-1 exchangeable shares into class A exchangeable shares on August 29, 2024. We are subject to the informational requirements of the Exchange Act. In accordance with these requirements, we file reports and other information as a foreign private issuer with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information relating to our company. The site is located at http://www.sec.gov. Similar information can also be found on our website at https://bnt.brookfield.com. In addition to carefully considering the disclosure made in this Form 20-F, we refer to our company as a paired entity to Brookfield Corporation, and we strongly encourage shareholders to carefully review Brookfield Corporation’s periodic reporting. Brookfield Corporation is required to file reports, including annual reports on Form 40-F, and other information with the SEC. Brookfield Corporation’s SEC filings are available to the public from the SEC’s website noted above. Copies of documents that have been filed with the Canadian securities authorities can be obtained at www.sedarplus.ca. Information about Brookfield Corporation, including its SEC filings, is also available on its website at https://brookfield.com. The information found on, or accessible through, our or Brookfield Corporation’s website does not form part of this Form 20-F. See also Item 10.H “Documents on Display”. Recent Developments 2025 First Reinsurance Agreement in Japan On September 30, 2025, our company announced a flow reinsurance transaction with leading Japanese insurance company Dai-ichi Frontier Life through our wholly-owned subsidiary, American National Insurance Company (“ANICO”). This agreement marks the first Japan-based reinsurance agreement for our company after the establishment of a representative office in Tokyo in early 2025. Stock Split On October 9, 2025, our company completed a three-for-two stock split of its class A shares by way of subdivision. Each shareholder received one-half of a class A share for each class A share held (i.e. one additional class A share for every two shares held) (the “BWS Stock Split”). Fractional shares were paid in cash based on the closing price of the class A shares on the Toronto Stock Exchange on the record date, October 3, 2025. Just Acquisition On July 31, 2025, our company announced that it had entered into an agreement to acquire the entire issued and to be issued share capital of Just Group at 220 pence per Just Group share for total consideration of approximately £2.4 billion (US$3.2 billion). On September 19, 2025, shareholders of Just Group voted in favor of the Just Acquisition. Just Group is a leading provider of retirement services in the U.K. defined benefit de-risking and individual retirement income markets. On March 23, 2026, our company announced that all regulatory approvals have been received and that the Just Acquisition is expected to close on April 1, 2026. Acquisition of BAM Shares On June 25, 2025, our company received a contribution of 65,000,000 shares in BAM from BN, representing an approximately $3.5 billion economic interest in BAM, in exchange for the issuance by BWS of 41,670,076 class C shares and a promissory note to BN. On December 31, 2025, the promissory note was converted into an additional 24,818,914 class C shares of BWS. Page 48 Table of Contents BAC UK On March 11, 2025, our company announced that the Prudential Regulation Authority (“PRA”) and Financial Conduct Authority (“FCA”) issued a license to BAC UK, a wholly-owned subsidiary, to participate directly in the United Kingdom’s pension risk transfer market. BAC UK commenced operations on March 25, 2025. 2024 AEL Acquisition On May 2, 2024, our company acquired all of the outstanding shares of AEL Holdings it did not already own (the “AEL Acquisition”) pursuant to the terms of the definitive merger agreement our company entered into with AEL Holdings (the “AEL Merger Agreement”). Immediately following closing of the AEL Acquisition, one of our existing subsidiaries, American National Group, LLC (“American National”) merged with and into AEL Holdings, with the surviving entity renamed to American National Group Inc. (“ANGI”) and continuing its existence as a Delaware corporation. AEL is a leading provider of fixed rate and fixed index annuity products with over 40,000 independent agents and advisors affiliated with independent market organizations (“IMOs”), banks and broker-dealers. AEL is headquartered in Des Moines, Iowa and is licensed to sell in 50 states and the District of Columbia. Class A-1 Exchangeable Share Redesignation On August 29, 2024, our company redesignated all of its class A-1 exchangeable shares into its class A exchangeable shares pursuant to bye-law amendments approved by shareholders at the 2024 AGM designed to simplify and enhance our capital structure. As a result of the redesignation, there are no class A-1 exchangeable shares currently in issue. Name Change On September 4, 2024, our company announced that it had changed its name from “Brookfield Reinsurance Ltd.” to “Brookfield Wealth Solutions Ltd.” to better reflect the nature of our business and relationship with Brookfield Corporation. Our company’s class A exchangeable shares listed on each of the New York Stock Exchange and the Toronto Stock Exchange began trading under our new name and trading symbol “BNT” at market open on September 6, 2024. Pension Risk Transfer Transaction On December 16, 2024, American National Insurance Company (“ANICO”), a wholly-owned subsidiary of ANGI, closed a reinsurance transaction with a wholly-owned subsidiary of Just Group, pursuant to which ANICO agreed to reinsure approximately £1.0 billion (or $1.3 billion) of pension liabilities assumed by Just through a bulk annuity transaction with a U.K. pension scheme. Contribution of Financial Assets from Brookfield Corporation On December 23, 2024, BNT BBU Holding LP, a subsidiary of Brookfield Corporation, transferred financial assets with a value of $1 billion it previously acquired from Brookfield Corporation to wholly-owned subsidiaries of our company in exchange for $1 billion worth of class C shares. 2023 Clearbrook Acquisition On February 8, 2023, our company entered into a definitive merger agreement with Clearbrook (formerly known as Argo Group International Holdings, Inc.), whereby our company agreed to acquire Clearbrook in an all-cash transaction valued at approximately $1.1 billion (the “Clearbrook Acquisition”). As part of the definitive merger agreement, each issued and outstanding Clearbrook common share was converted into the right to receive $30 in cash at closing of the merger, funded by existing cash on hand and liquidity available to our company. The Clearbrook Acquisition closed on November 16, 2023. Clearbrook is a U.S. focused underwriter of specialty insurance products in the property and casualty market. Clearbrook offers a full line of products and services designed to meet the unique coverage and claims-handling needs of businesses. AEL Acquisition On July 4, 2023, our company entered into the AEL Merger Agreement whereby our company agreed to acquire all of the outstanding shares of AEL Holdings it did not already own, for a consideration of $56.50 per AEL share, consisting of $38.85 in cash and 0.49707 of a BAM class A limited voting share. The AEL Acquisition subsequently closed on May 2, 2024. Page 49 Table of Contents Contribution of Financial Assets from Brookfield Corporation On August 15, 2023, Brookfield Corporation contributed financial assets with a value of approximately $2.1 billion to our company in exchange for the issuance of 60,741,893 class C shares to Brookfield Corporation. Brookfield Reinsurance Exchange Offer On October 11, 2023, we formally commenced an offer to holders of Brookfield Class A Shares to exchange up to 40,000,000 Brookfield Class A Shares for up to 40,000,000 newly-issued class A-1 exchangeable shares on a one-for-one basis (the “Exchange Offer”). The Exchange Offer expired on November 13, 2023 and closed on November 16, 2023. Under the Exchange Offer, our company took up 32,934,574 Brookfield Class A Shares and issued 32,934,574 class A-1 exchangeable shares in exchange therefor. The Brookfield Class A Shares tendered in the Exchange Offer were retained by our company for investment purposes. ITEM 4.B BUSINESS OVERVIEW Overview Our company is focused on securing the financial futures of individuals and institutions through a range of retirement services, wealth protection products and tailored capital solutions. Our business is presently conducted through our subsidiaries under four operating segments, which we refer to as our Annuities, Property and Casualty (“P&C”), Life Insurance, and Corporate and Other segments. Annuities Our annuities business includes both retail and institutional annuities, and is operated primarily through subsidiaries of ANGI (including ANICO, AEL and Eagle Life Insurance Company), as well as BAC Canada, BAC UK, and NER Ltd. Our primary insurance products and coverages are as follows: Fixed Index Annuities – Fixed index annuities allow policyholders to earn index credits based on the performance of a particular index without the risk of loss of their account value. Certain products offer a premium bonus in which the initial annuity deposit on these policies is increased at issuance by a specified premium bonus rate. Generally, the surrender charge and bonus vesting provisions of our policies are structured such that we have comparable protection from early termination between bonus and non-bonus products. The annuity contract value is equal to the sum of premiums paid, premium bonuses and interest credited (“index credits” for funds allocated to an index based strategy), which is based upon an overall limit (or “cap”) or a percentage (the “participation rate”) of the appreciation (based in certain situations on monthly averages or monthly point-to-point calculations) in a recognized index or benchmark. Caps and participation rates limit the amount of interest the policyholder may earn in any one contract year and may be adjusted by us annually subject to stated minimums. Fixed Rate Annuities – Fixed rate deferred annuities include annual, multi-year rate guaranteed products (“MYGAs”) and single premium deferred annuities (“SPDAs”). Our annual reset fixed rate annuities have an annual interest rate (the “crediting rate”) that is guaranteed for the first policy year. After the first policy year, we have the discretionary ability to change the crediting rate once annually to any rate at or above a guaranteed minimum rate. Our MYGAs and SPDAs are similar to our annual reset products except that the initial crediting rate on MYGAs is guaranteed for a stated period of time before it may be changed at our discretion while the initial crediting rate on SPDAs is guaranteed for either three or five years. Pension Risk Transfer – Pension Risk Transfer is the transfer by a corporate sponsor of the risks, or some of the risks, associated with the sponsorship and administration of a pension plan, in particular, investment risk and longevity risk. Longevity risk represents the risk of an increase in life expectancy of plan beneficiaries. These risks can be transferred either to an insurer like us through a group annuity transaction commonly referred to as PRT, or to an individual through a lump-sum settlement payment. PRT using insurance typically involves a single premium group annuity contract that is issued to a pension plan by an insurer, permitting the corporate pension plan sponsor to discharge certain pension plan liabilities from its balance sheet. Funding Agreements – Funding agreements include those issued to special-purpose unaffiliated trusts in connection with our funding agreement-backed notes (“FABN”) program and those directly issued to our institutional counterparties. Our FABN program allows its special-purpose unaffiliated trust to offer its senior secured medium-term notes. The net proceeds of the issuance of notes are used by the trust to purchase one or more funding agreements from certain of our insurance subsidiaries with matching interest and maturity payment terms. Single Premium Immediate Annuities – A single premium immediate annuity is purchased with one premium payment, providing periodic (usually monthly or annual) payments to the annuitant for a specified period, such as for the remainder of the annuitant’s life. Return of the original deposit may or may not be guaranteed, depending on the terms of the annuity contract. Page 50 Table of Contents Variable Annuities – With a variable annuity, the policyholder bears the investment risk because the value of the policyholder’s account balance varies with the investment experience of the separate account investment options selected by the policyholder. Our variable annuity products have no guaranteed minimum withdrawal benefits. We are no longer actively selling this product, and the in-force business accounts for less than 1% of our annuities business. Our annuities segment reported total revenues of $7.3 billion in 2025, $9.6 billion in 2024 and $3.0 billion in 2023, respectively. Property and Casualty Our P&C business is operated through subsidiaries of Clearbrook. Our primary P&C insurance products and coverages are as follows: Property – Property lines offer policies protecting various personal and commercial properties from man-made and natural disasters, including property insurance for homeowners and renters. Casualty – Casualty lines include a broad range of primary and excess casualty products, such as specialty casualty, construction defect, general liability, commercial multi-peril, workers compensation, product liability, environmental liability and auto liability. Casualty lines are generally considered long-tailed as it takes a relatively long period of time to finalize and resolve all claims from a given accident year. Some products have long claims reporting lags and/or longer time lags for payment of claims. Specialty – Specialty lines include niche insurance coverages such as garage and inland marine and offer insurance programs and fronting solutions. Specialty lines are considered generally short-tailed as claims are typically known relatively quickly, although it may take a longer period of time to finalize and resolve all claims from a given year. Run-off and Other – Run-off and Other lines primarily consist of discontinued lines previously underwritten by our insurance subsidiaries, including professional liability and surety coverages. Our P&C segment reported total revenues of $2.9 billion in 2025, $3.4 billion in 2024 and $2.3 billion in 2023, respectively. Life Insurance Our Life Insurance business is operated through subsidiaries of ANGI. Our primary insurance products and coverages are as follows: Whole Life – Whole life products provide a guaranteed benefit upon the death of the insured in return for the periodic payment of a fixed premium over a predetermined period. Premium payments may be required for the entire life of the contract, to a specified age or a fixed number of years, and may be level or change in accordance with a predetermined schedule. Whole life insurance includes some policies that provide a participation feature in the form of dividends. Policyholders may receive dividends in cash or apply them to increase death benefits or cash values available upon surrender, or reduce the premiums required to maintain the contract in-force. Universal Life – Universal life insurance products provide coverage through a contract that gives the policyholder flexibility in premium payments and coverage amounts. Universal life products may allow the policyholder, within certain limits, to increase or decrease the amount of death benefit coverage over the term of the contract and to adjust the frequency and amount of premium payments. Universal life products are interest rate sensitive, and we determine the interest crediting rates during the contract period, subject to policy specific minimums. An equity-indexed universal life product is credited with interest using a return that is based, in part, on changes in an index, such as the Standard & Poor’s 500 Index (the “S&P 500”), subject to a specified minimum. Variable Universal Life – Variable universal life products provide insurance coverage on a similar basis as universal life, except that the policyholder bears the investment risk because the value of the policyholder’s account balance varies with the investment experience of the securities selected by the policyholder held in the separate account. Our Life Insurance segment reported total revenues of $563 million in 2025, $956 million in 2024 and $1.1 billion in 2023, respectively. Corporate and Other Our Corporate and Other segment performs various corporate functions that support our core insurance operations and primarily includes investment income from temporarily warehoused investments that will be transferred to our insurance subsidiaries in the short term, interest expense on borrowings, hedging activities and certain other activities that are not attributable to our operating subsidiaries. Our Corporate and Other segment reported total revenues of $894 million in 2025, $135 million in 2024 and $493 million in 2023, respectively. Page 51 Table of Contents See Note 27, “Segment Reporting” in the notes to the consolidated financial statements for information regarding revenue by segments and geographic market. Investment Strategy Our ability to match liabilities with a portfolio of high-quality investments is integral to our overall strategy. Our investment strategy includes investments into commercial and residential mortgage loans as well as private loans with maturities ranging from one-year to greater than 30 years. Our loan portfolio consists of both fixed and variable rate notes with borrowers across diverse geographical locations and property types. Generally, mortgage loans are collateralized by the related property. Please refer to Note 5, “Mortgage Loans on Real Estate” and Note 6, “Private Loans” in the notes to the consolidated financial statements for additional information on our mortgage and private loan portfolios. We leverage our strategic relationship with Brookfield in order to gain access to higher-yielding alternative assets that are well-matched to our liabilities and in turn earn attractive risk-adjusted returns within our business. Brookfield is a leading global investment firm with more than $1 trillion in assets under management. The firm owns and operates high-quality businesses and real assets that provide essential services and form the backbone of the global economy. Brookfield invests on behalf of institutions and individuals around the world across infrastructure, renewable power and transition, private equity, real estate, and credit. With more than a century of operating experience and a global presence in over 30 countries, Brookfield deploys long-term capital to generate sustainable value for its clients and shareholders. Brookfield Corporation also owns, on a combined basis with BWS, approximately 73% of BAM. Brookfield provides our operating subsidiaries with a full suite of services relating to our investment portfolios, including direct investment management, asset allocation and portfolio optimization, direct origination and investment structuring and various associated support services including investment compliance, accounting, reporting, tax and legal. We receive these services from Brookfield under the terms of the Investment Management Agreements between BAM and our operating subsidiaries. See Item 10.C “Material Contracts — Investment Management Agreements”. In sourcing investment opportunities for our company, Brookfield takes into consideration the unique characteristics of our business, including the nature of our liabilities, our overall risk tolerance and the macroeconomic environment in which we operate. In its capacity as investment manager, Brookfield is bound at all times by the investment guidelines attaching to our various investment accounts, which are set by our operating companies in consideration of the specific legal, contractual and commercial requirements of such accounts in addition to our overall investment objectives. Competition The insurance industry is highly regulated. As a result, it can be difficult for insurance companies to differentiate their products, which results in a highly competitive market based largely on price and the customer experience. Our business faces competition from both well established players and new entrants in the industry, including insurance and reinsurance companies, financial institutions and traditional and alternative asset managers. Across our annuities, P&C, and life insurance businesses where we directly underwrite various insurance policies and coverages, competition may come from both large international carriers and smaller regional carriers in the jurisdictions in which we operate. Strong competition for customers from such firms has led to increased marketing and advertising by our competitors, many of whom have well-established national reputations and greater financial and marketing resources, as well as the introduction of new insurance products and aggressive pricing. These competitive pressures could result in increased pricing pressures on a number of our products and services, particularly as competitors seek to win market share, and may limit our ability to maintain or increase our profitability. Because of its relatively low cost of entry, the Internet has emerged as a significant place of new competition, both from existing competitors and new competitors. In addition, product development and life-cycles have shortened in many product segments, leading to intense competition with respect to product features. There is also growing competition in the pursuit of inorganic growth through investments and/or strategic partnerships in insurers and reinsurers. Overall, we face competition from other well-capitalized insurance companies, financial institutions and alternative asset managers looking to grow through direct investment and platform acquisitions. We believe our history of executing on complex, large scale transactions, together with our relationship with Brookfield, its strong reputation with financial regulators and potential counterparties, and its extensive track record of sourcing and executing complex transactions provides us with a competitive advantage over others in this space. Financial Strength and Credit Ratings Financial strength and credit ratings are an important competitive factor in the insurance and reinsurance industries. They directly affect our company’s ability to access funding and the related cost of borrowing, the attractiveness of our products to customers and our attractiveness as a reinsurer to potential ceding companies and requirements for derivatives collateral posting. Ratings are subject to revision or withdrawal at any time by the assigning rating organization, ratings are not a recommendation to buy, sell or hold securities, and each rating should be evaluated independently of any other rating. Page 52 Table of Contents Financial strength ratings are directed toward policyholders and not holders of securities. Financial strength ratings represent the opinion of rating organizations regarding the ability of an insurance company to pay obligations under insurance policies and contracts in accordance with their terms. Credit ratings indicate the rating organization’s opinion regarding a debt issuer’s ability to meet the terms of debt obligations in a timely manner. They are important factors in our overall funding profile and ability to access certain types of liquidity. Each rating organization has its own capital adequacy evaluation methodology, and assessments are generally based on a combination of factors. In addition to heightening the level of scrutiny that they apply to insurance companies, rating organizations have increased and may continue to increase the frequency and scope of their credit reviews, may request additional information from the companies that they rate and may change the capital and other requirements employed in the rating organization models for maintenance of certain ratings levels. Rating organizations use an “outlook statement” of “positive,” “stable,” “negative” or “developing” to indicate a medium- or long-term trend in credit fundamentals which, if continued, may lead to a rating change. A rating may have a “stable” outlook to indicate that the rating is not expected to change; however, a “stable” rating does not preclude a rating organization from changing a rating at any time, without notice. Certain rating organizations assign rating modifiers such as “credit watch” or “under review” to indicate their opinion regarding the potential direction of a rating. These ratings modifiers are generally assigned in connection with certain events such as potential mergers, acquisitions, dispositions or material changes in a company’s results, in order for the rating agency to perform its analysis to fully determine the rating implications of the event. A.M. Best’s Financial Strength Ratings range from “A++” (Superior) to “D” (Poor) and include 13 separate ratings categories. A.M. Best’s Long-Term Issuer Credit Ratings and Long-Term Issue Credit Ratings range from “aaa” (Exceptional) to “c” (Poor) and include 21 separate ratings categories. As of December 31, 2025, A.M. Best had issued credit or financial strength ratings and outlook statements regarding us as follows: Company Financial Strength Rating Issuer Credit Rating Issue Credit Rating Outlook American Equity Investment Life Insurance Company A (3rd of 13) a (6th of 21) - Stable American National Insurance Company A (3rd of 13) a (6th of 21) - Stable Eagle Life Insurance Company A (3rd of 13) a (6th of 21) - Stable American National Life Insurance Company of New York A (3rd of 13) a (6th of 21) - Stable American Equity Investment Life Insurance Company of New York A (3rd of 13) a (6th of 21) - Stable American National Life Insurance Company of Texas A (3rd of 13) a (6th of 21) - Stable Garden State Life Insurance Company Au (3rd of 13) a (6th of 21) - Developing Blumont Annuity Company A (3rd of 13) a (6th of 21) - Stable North End Re Ltd. A- (4th of 13) a- (7th of 21) - Stable American National Property and Casualty Company A (3rd of 13) a (6th of 21) - Stable American National General Insurance Company A (3rd of 13) a (6th of 21) - Stable American National Lloyds Insurance Company A (3rd of 13) a (6th of 21) - Stable American National County Mutual Insurance Company A (3rd of 13) a (6th of 21) - Stable United Farm Family Insurance Company A (3rd of 13) a (6th of 21) - Stable Argo Group US, Inc. - bbb- (10th of 21) - Stable Argo Re Ltd. A- (4th of 13) a- (7th of 21) - Stable Argonaut Insurance Company A- (4th of 13) a- (7th of 21) - Stable Colony Insurance Company A- (4th of 13) a- (7th of 21) - Stable Argonaut-Midwest Insurance Company A- (4th of 13) a- (7th of 21) - Stable Colony Specialty Insurance Company A- (4th of 13) a- (7th of 21) - Stable ARIS Title Insurance Company A- (4th of 13) a- (7th of 21) - Stable Rockwood Casualty Insurance Company A- (4th of 13) a- (7th of 21) - Stable Somerset Casualty Insurance Company A- (4th of 13) a- (7th of 21) - Stable Clearbrook Group Holdings Inc. - bbb- (10th of 21) - Stable Clearbrook Group Holdings Inc.: – Subordinated Notes - - bb+ (11th of 21) Stable Page 53 Table of Contents Fitch’s Financial Strength Ratings range from “AAA” (Exceptionally Strong) to “C” (Distressed) and include 22 separate ratings categories. Fitch’s Issuer Default Ratings and Issue Credit Ratings range from “AAA” (Highest Credit Quality) to “D” (Default) and include 22 separate ratings categories. As of December 31, 2025, Fitch Ratings had issued credit, default or financial strength ratings and outlook statements regarding us as follows: Company Financial Strength Rating Issuer Default Rating Issue Credit Rating Outlook American Equity Investment Life Insurance Company A (6th of 22) - - Stable American National Insurance Company A (6th of 22) - - Stable Eagle Life Insurance Company A (6th of 22) - - Stable American National Life Insurance Company of New York A (6th of 22) - - Stable American Equity Investment Life Insurance Company of New York A (6th of 22) - - Stable American National Group Inc. - BBB+ (8th of 22) - Stable American National Group Inc.: – Senior Unsecured Notes - - BBB (9th of 22) - – Preferred Stock - - BB+ (11th of 22) - – Subordinated Notes - - BB+ (11th of 22) - American National Global Funding: – Senior Secured Notes - - A (6th of 22) - Clearbrook Group Holdings Inc.(1) - - - - __________________________ (1)On February 12, 2026, Fitch published Clearbrook Group Holdings Inc.’s Issuer Default Rating of “BBB” (9th of 22) with a stable outlook. No Fitch rating was in effect for this entity as of December 31, 2025. S&P’s Insurer Financial Strength Ratings range from “AAA” (Extremely Strong) to “D” (Default) and include 21 separate ratings categories. S&P’s Long-term Issuer Credit Ratings and Long-term Issue Credit Ratings range from “AAA” (Extremely Strong) to “D” (Default) and include 21 separate ratings categories. As of December 31, 2025, S&P Global Ratings had issued credit or financial strength ratings and outlook statements regarding us as follows: Company Financial Strength Rating Issuer Credit Rating Issue Credit Rating Outlook American Equity Investment Life Insurance Company A (6th of 21) A (6th of 21) - Stable American National Insurance Company A (6th of 21) A (6th of 21) - Stable Eagle Life Insurance Company A (6th of 21) A (6th of 21) - Stable American National Life Insurance Company of New York A (6th of 21) A (6th of 21) - Stable Freestone Re Ltd. A (6th of 21) A (6th of 21) - Stable American National Group Inc. - BBB (9th of 21) - Stable American National Group Inc.: – Senior Unsecured Notes - - BBB (9th of 21) - – Preferred Stock - - BB+ (11th of 21) - – Subordinated Notes - - BB+ (11th of 21) - American National Global Funding: – Senior Secured Notes - - A (6th of 21) - North End Re Ltd. A- (7th of 21) A- (7th of 21) - Stable Argo Group US, Inc. - BBB- (10th of 21) - Stable Argonaut Insurance Company A- (7th of 21) A- (7th of 21) - Stable Colony Insurance Company A- (7th of 21) A- (7th of 21) - Stable Argonaut-Midwest Insurance Company A- (7th of 21) A- (7th of 21) - Stable Colony Specialty Insurance Company A- (7th of 21) A- (7th of 21) - Stable Clearbrook Group Holdings Inc. - BBB- (10th of 21) - Stable Regulatory Framework Our insurance subsidiaries are subject to regulation and supervision by applicable insurance regulators, statutes and regulations in the jurisdictions in which they operate, including the U.S., Bermuda, Canada, the United Kingdom and the Cayman Islands. A summary of certain of the laws, regulations and frameworks to which we are currently subject is set forth below. Page 54 Table of Contents Bermuda The Bermuda Insurance Act regulates the insurance business of Bermuda insurance entities and provides that no person may carry on any insurance business in or from within Bermuda unless registered as an insurer under such act by the BMA. The BMA is required by the Bermuda Insurance Act to determine whether the applicant is a fit and proper body to be engaged in the insurance business and, in particular, whether it has, or has available to it, adequate knowledge and expertise to operate an insurance business. The continued registration of an insurer is subject to the insurer complying with the terms of its registration and such other conditions as the BMA may impose from time to time. The Bermuda Insurance Act also grants to the BMA powers to supervise, investigate and intervene in the affairs of insurance companies. The Bermuda Insurance Act imposes on Bermuda insurance companies solvency standards as well as auditing and reporting requirements. NER Ltd. is registered under the Bermuda Insurance Act, as a Class E insurer, to carry on long-term business, generally defined to include life, annuity and accident and health insurance where such contracts are in effect for over five years. Class E is the license class for long-term insurers and reinsurers with total assets of more than $500 million that are not registrable as a single-parent or multi-owner long-term captive insurer or reinsurer. NER Ltd. is not licensed to conduct general business, generally defined to include insurance business that is not long-term or special purpose business, and has not sought authorization as reinsurer in any state or jurisdiction of the U.S. Freestone Re Ltd. is a wholly owned subsidiary, and affiliated reinsurer, of ANGI, and is registered under the Bermuda Insurance Act, as a Class C insurer, to carry on long-term business. Class C is the license class for long-term insurers and reinsurers with total assets of less than $250 million that are not registrable as a single-parent or multi-owner long-term captive insurer or reinsurer. Argo Re Ltd. is registered under the Bermuda Insurance Act to carry on general business as a Class 4 insurer. Class 4 is the license class for general business insurers and reinsurers with total statutory capital and surplus of not less than $100,000,000. Argo Re Ltd. is not licensed to conduct long-term business and has not sought authorization as reinsurer in any state or jurisdiction of the U.S. Each of NER Ltd., Freestone Re Ltd., and Argo Re Ltd., is committed to appropriately responding to all matters that involve sanctions and proliferation matters, including pursuant to the Bermuda International Sanctions Act 2003 and accompanying regulations. If any person in Bermuda knows or suspects, or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering, or is involved with terrorism or terrorist financing and the information for that knowledge or suspicion came to their attention in the course of business or other trade, profession, business or employment, the person will be required to report such knowledge or suspicion to the Financial Intelligence Agency of Bermuda, the Financial Sanctions Implementation Unit or other relevant authorities as applicable. If any of our Bermuda entities were determined by Bermuda authorities to be in violation of the Proceeds of Crime Act 1997 and/or the Anti-Terrorism (Financial and Other Measures) Act 2004 or under any applicable sanctions regime, that entity could be subject to substantial criminal penalties and/or administrative fines. Minimum Paid Up Share Capital The Bermuda Insurance Act requires each insurer which has a share capital to maintain a minimum amount paid up on such share capital. Class E and Class C insurers such as NER Ltd. and Freestone Re Ltd. are required to maintain fully paid-up share capital of at least $250,000. Class 4 insurers such as Argo Re Ltd. are required to maintain fully paid-up share capital of at least $1,000,000. Minimum Solvency Margins and ECR The Bermuda Insurance Act provides that the value of the statutory assets of an insurer must exceed the value of its statutory liabilities by an amount greater than its prescribed minimum margin of solvency (“MSM”). The Bermuda Insurance Act further provides that an insurer must maintain statutory economic capital and surplus of an amount that is equal to or exceeds the value of the enhanced capital requirement as prescribed by the Bermuda Insurance Act (“ECR”). Commercial insurers must at all times maintain an MSM and an ECR in accordance with the provisions of the Bermuda Insurance Act. The Bermuda Insurance Act mandates certain actions and filings with the BMA if an insurer fails to meet and/or maintain its ECR or MSM, including the filing of a written report detailing the circumstances giving rise to the failure and the manner and time within which the insurer intends to rectify the failure. Page 55 Table of Contents The MSM that a Class E insurer such as NER Ltd. is required to maintain with respect to its long-term business is the greater of (i) $8 million, (ii) 2% of the first $500 million of assets plus 1.5% of applicable assets above $500 million or (iii) 25% of the ECR, as reported at the end of the relevant year. The MSM that must be maintained by a Class C insurer such as Freestone Re Ltd. with respect to its long-term business is the greater of (i) $500,000, (ii) 1.5% of assets or (iii) 25% of the ECR, as reported at the end of the relevant year. The MSM that must be maintained by a Class 4 insurer such as Argo Re Ltd. with respect to its general business is the greater of (i) $100 million, (ii) 50% of net premiums written (with a credit for reinsurance ceded not exceeding 25% of Gross Premium Written), (iii) 15% of net losses and loss adjustment expenses provisions and other insurance reserves or (iv) 25% of the ECR, as reported at the end of the relevant year. The BMA has embedded an economic balance sheet framework (“EBS Framework”) as part of the Bermuda solvency capital requirement as prescribed by the Bermuda Insurance Act (“BSCR”) that forms the basis for an insurer’s ECR. The premise underlying the EBS Framework is the idea that assets and liabilities should be valued on a consistent economic basis. Under the EBS Framework there are two solvency calculations a commercial insurer must: (i) have total statutory capital and surplus, as reported on the insurer’s statutory balance sheet, greater than its MSM; and (ii) maintain available statutory economic capital and surplus to an amount that is equal to or exceeds the value of its ECR. A commercial insurer’s ECR is established by reference to the corresponding BSCR model or an approved internal capital model. The BSCR model provides a method for determining an insurer’s capital requirements (statutory economic capital and surplus) by taking into account the risk characteristics of different aspects of the insurer’s business. The BSCR formula establishes capital requirements for fifteen categories of risk including: fixed income investment risk, equity investment risk, interest rate/liquidity risk, currency risk, concentration risk, credit risk, operational risk, charge for capital adjustment and seven categories of long-term insurance risk. For each category, the capital requirement is determined by applying factors to asset, premium, reserve, creditor, probable maximum loss and operation items, with higher factors applied to items with greater underlying risk and lower factors for less risky items. Certain notifications must be given to the BMA in the event that an insurer fails to meet its solvency requirements. More specifically, where the MSM is not met, the insurer must immediately notify the BMA of such occurrence and within 14 days of such notification furnish the BMA with a written report containing the particulars of (a) the circumstances leading to the failure; and (b) a plan detailing the manner, specific actions to be taken and time frame in which the insurer intends to rectify the failure. In addition, the insurer may not declare or pay any dividend until the failure is rectified. Similarly, where an insurer has failed to meet its ECR it must immediately notify the BMA in writing and within 14 days of such notification file with the BMA a written report containing particulars of (x) the circumstances leading to the failure and (y) a plan detailing the manner, specific actions to be taken and time within which the insurer intends to rectify the failure. Within 45 days of becoming aware of the failure to furnish the BMA with (i) unaudited statutory economic balance sheets and unaudited interim financial statements prepared in accordance with U.S. GAAP covering such periods as the BMA may require, (ii) capital and solvency return reflecting an enhanced capital requirement prepared using post failure data where applicable, (iii) long-term business solvency certificate in respect of those statements where applicable and (iv) the opinion of an approved actuary in relation to line 27C of the statutory economic balance sheet where applicable. In addition, the insurer may not declare or pay any dividend until the failure is rectified. An insurer carrying on long-term insurer business may not declare or pay a dividend to any person other than a policyholder unless the value of the assets of such insurer, as certified by its approved actuary, exceeds its liabilities (as so certified) by the greater of its margin of solvency or, if applicable, its enhanced capital requirement and the amount of any such dividend shall not exceed that excess. Eligible Capital To enhance the BMA’s ability to assess the quality of an insurer’s capital resources, Class C, Class E, and Class 4 insurers, amongst others, are required to disclose the composition of their capital in alignment with the ‘3-tiered eligible capital system’ framework. Under this system, an insurer’s capital instruments are classified as either basic or ancillary capital and subsequently assigned to one of three tiers based on their “loss absorbency” characteristics. Tier 1 Capital represents the highest-quality capital, while Tier 2 and Tier 3 Capital are considered of progressively lower quality. The framework imposes specific limits on Tier 1, Tier 2, and Tier 3 Capital that may be applied toward satisfying the insurer’s MSM and ECR. The eligibility criteria for capital instruments to qualify as Tier 1, Tier 2, or Tier 3 Capital are outlined in the Insurance (Eligible Capital) Rules 2012 and its subsequent amendments. Notably, until January 1, 2026, the rules permit the inclusion of certain capital instruments that do not fully meet the standard requirements—such as being non-redeemable or capable of being settled only through the issuance of an instrument of equal or higher quality in the event of, or to prevent, a breach of the ECR—within the eligible capital framework. Page 56 Table of Contents Cancellation of Insurer’s Registration An insurer’s registration may be canceled at the request of the insurer, or by the BMA on certain grounds specified in the Bermuda Insurance Act, including, but not limited to, where: (i) it is shown that false, misleading or inaccurate information has been supplied to the BMA by an insurer or on its behalf for the purposes of any provision of the Bermuda Insurance Act, (ii) it is shown that two years have elapsed since the date of registration of the insurer and the insurer has not commenced carrying on business, (iii) an insurer has ceased to carry on business, (iv) an insurer has persistently failed to pay fees due under the Bermuda Insurance Act, (v) an insurer has been shown not to have complied with a condition attached to its registration or with a requirement under the Bermuda Insurance Act, (vi) an insurer is convicted of an offence against a provision of the Bermuda Insurance Act, (vii) an insurer is, in the opinion of the BMA found not to have been carrying on business in accordance with sound insurance principles or (viii) any of the minimum criteria for registration under the Bermuda Insurance Act is not or will not have been fulfilled. Public Disclosure Commercial insurers are required to prepare a financial condition report, which will be comprised of an electronic version and a printed version, and will be filed with the BMA on or before the date that is four months after the insurer’s financial year end. The financial condition report shall provide particulars of the following matters: (a) business and performance; (b) governance structure; (c) risk profile; (d) solvency valuation; (e) capital management; and (f) subsequent events. An insurer with a website shall publish on its website a copy of the financial condition report within 14 days of the date the report was filed with the BMA. An insurer that does not have a website shall furnish to the public a copy of the financial condition report within ten days of receipt of a request made in writing. Each insurer shall keep copies of the financial condition report at its principal office for a period of five years beginning with its filing date. Where a significant event occurs after an insurer’s financial year end, but before the filing of its financial condition report, the insurer shall submit to the BMA a report on the event at the time of filing its financial condition report. Where a significant event occurs after an insurer’s filing date, such insurer shall submit to the BMA a report on the event within 14 days of the occurrence of such event. There are circumstances where the BMA will, upon application and approval, allow exemptions or modifications of the financial condition report requirements. Disclosure of Information The BMA may require certain information from an insurer (or certain other persons) to be provided. Further, the BMA has been given powers to assist foreign regulatory authorities with their investigations involving insurance and reinsurance companies in Bermuda, subject to certain restrictions. For example, the BMA must be satisfied that the assistance being requested is in connection with the discharge of regulatory responsibilities of the foreign regulatory authority. Under the Bermuda Monetary Authority Act 1969, as amended, the BMA has been given powers to assist a foreign regulatory authority which has requested assistance in connection with enquiries being carried out by it in the performance of its regulatory functions. The BMA’s powers include requiring a person to furnish them with information, to produce documents as they may specify, to attend and answer questions and to give assistance in connection with enquiries. The BMA must be satisfied that the assistance requested by the foreign regulatory authority is for the purpose of its regulatory functions and that the request is in relation to information in Bermuda which a person has in his possession or under his control. The BMA must consider, among other things, whether it is in the public interest to give the information sought. In addition to powers set out above, the BMA also has powers to investigate the affairs of an insurer in certain circumstances. Non-insurance Business Bermuda insurers are not permitted to engage in non-insurance business unless such non-insurance business is ancillary to its core business. Non-insurance business means any business other than insurance business and includes carrying on investment business, managing an investment fund as operator, carrying on business as a fund administrator, carrying on banking business, underwriting debt or securities or otherwise engaging in investment banking, engaging in commercial or industrial activities and carrying on the business of management, sales or leasing of real property. Annual Financial Statements, Annual Statutory Financial Return and Annual Capital and Solvency Return Bermuda insurers must file annual statutory financial statements, a capital and solvency return and annual audited financial statements within four months of the end of each fiscal year, unless such deadline is specifically extended. The Bermuda Insurance Act also prescribes rules for the preparation and substance of statutory financial statements, which include detailed information and analysis regarding premiums, claims, reinsurance and investments of the insurer. Page 57 Table of Contents Fit and Proper Controllers The BMA maintains supervision over the “controllers” of all registered insurers in Bermuda. For these purposes, a “controller” includes (i) the managing director of the registered insurer or its parent company, (ii) the chief executive of the registered insurer or of its parent company, (iii) a shareholder controller and (iv) any person in accordance with whose directions or instructions the directors of the registered insurer or its parent company are accustomed to act. The definition of shareholder controller is set out in the Bermuda Insurance Act but generally refers to (i) a person who holds 10% or more of the shares carrying rights to vote at a shareholders’ meeting of the registered insurer or its parent company, (ii) a person who is entitled to exercise 10% or more of the voting power at any shareholders’ meeting of such registered insurer or its parent company or (iii) a person who is able to exercise significant influence over the management of the registered insurer or its parent company by virtue of its shareholding or its entitlement to exercise, or control the exercise of, the voting power at any shareholders’ meeting. Under the Bermuda Insurance Act, shareholder controller ownership is defined as follows: Actual Shareholder Controller Voting Power Defined Shareholder Controller Voting Power 10% or more but less than 20% 10% 20% or more but less than 33% 20% 33% or more but less than 50% 33% 50% or more 50% Where the shares of a registered insurer, or the shares of its parent company, are traded on a recognized stock exchange, and a person becomes, or ceases to be, a 10%, 20%, 33%, or 50% shareholder controller of the insurer, that shareholder shall, within 45 days, notify the BMA in writing that such shareholder has become, or as a result of a disposition ceased to be, a shareholder controller of any such category. Any person or entity who contravenes the Bermuda Insurance Act by failing to give notice or knowingly becoming a controller of any description before the required 45 days has elapsed is guilty of an offense under Bermuda law and liable to a fine of $25,000 on summary conviction. The BMA may file a notice of objection to any person or entity who has become a controller of any category when it appears that such person or entity is not, or is no longer, fit and proper to be a controller of the registered insurer. Before issuing a notice of objection, the BMA is required to serve upon the person or entity concerned a preliminary written notice stating the BMA’s intention to issue formal notice of objection. Upon receipt of the preliminary written notice, the person or entity served may, within 28 days, file written representations with the BMA which shall be taken into account by the BMA in making its final determination. Any person or entity who continues to be a controller of any description after having received a notice of objection is guilty of an offense and liable on summary conviction to a fine of $25,000 (and a continuing fine of $500 per day for each day that the offense is continuing) or, if convicted on indictment, to a fine of $100,000 and/or two years in prison. Notification of Material Changes All registered insurers are required to give notice to the BMA of their intention to effect a material change within the meaning of the Bermuda Insurance Act. For the purposes of the Bermuda Insurance Act, the following changes are material: (i) the transfer or acquisition of insurance business, including portfolio transfers or corporate restructurings, pursuant to a court-approved scheme of arrangement under Section 25 of the Bermuda Insurance Act or section 99 of the Bermuda Act, (ii) the amalgamation with or acquisition of another firm, (iii) engaging in unrelated business that is retail business, (iv) the acquisition of a controlling interest in an undertaking that is engaged in non-insurance business which offers services and products to persons who are not affiliates of the insurer, (v) outsourcing all or substantially all of the company’s actuarial, risk management, compliance or internal audit functions, (vi) outsourcing all or a material part of an insurer’s underwriting activity, (vii) the transfer other than by way of reinsurance of all or substantially all of a line of business, (viii) the expansion into a material new line of business, (ix) the sale of an insurer and (x) outsourcing of an “officer” role, as such term is defined by the Bermuda Insurance Act. A commercial insurer may not take any steps to give effect to a material change unless they have first served notice on the BMA that they intend to effect such material change and before the end of 30 days, either the BMA has notified the insurer in writing that the BMA has no objection to such change or that period has lapsed without the BMA having issued a notice of objection. Before issuing a notice of objection, the BMA is required to serve upon the insurer a preliminary written notice stating the BMA’s intention to issue formal notice of objection. Upon receipt of the preliminary written notice, the insurer may, within 28 days, file written representations with the BMA, which the BMA would take into account in making its final determination. Page 58 Table of Contents Supervision, Investigation and Intervention The BMA may appoint an inspector with powers to investigate the affairs of an insurer if the BMA believes that an investigation is required in the interests of the insurer’s policyholders or potential policyholders. In order to verify or supplement information otherwise provided to the inspector, the BMA may direct an insurer to produce documents or information relating to matters connected with its business. If it appears to the BMA that there is a risk of an insurer becoming insolvent, or that it is in breach of the Bermuda Insurance Act or any conditions imposed upon its registration, the BMA may, among other things, direct the insurer (i) not to take on any new insurance business, (ii) not to vary any insurance contract if the effect would be to increase its liabilities, (iii) not to make certain investments, (iv) to liquidate certain investments, (v) to maintain or transfer to the custody of a specified bank, certain assets, (vi) not to declare or pay any dividends or other distributions or to restrict the making of such payments, (vii) to limit its premium income, (viii) not to enter into any specified transaction with any specified persons or persons of a specified class, (ix) to provide the BMA with such financial information regarding the insurer as the BMA may request, (x) to obtain the opinion of an actuary loss reserve specialist for submission to the BMA, and (xi) to remove a controller or officer. Commercial Insurer’s Solvency Self-Assessment Bermuda law requires each commercial insurer to file annually a commercial insurer’s solvency self-assessment (“CISSA”). The CISSA is designed to allow insurers to incorporate an analysis of internal capital needs into risk management frameworks. It also ensures that both capital needs and available capital resources are considered in the development of business strategies and decision-making. The insurer must self-assess its capital requirements with respect to key risk categories and provide appropriate commentary. The insurer incorporates the results from the self-assessment into its key strategic decisions. Cyber Risk Management and Reporting Every insurer registered under the Bermuda Insurance Act must adhere to the Insurance Sector Operational Cyber Risk Management Code of Conduct (the “Cyber Code”). The Cyber Code establishes duties, requirements, standards, procedures and principles in relation to operational cyber risk management. Failure to comply with provisions set out in the Cyber Code will be a factor taken into account by the BMA in determining whether a registrant is meeting its obligation to conduct its business in a sound and prudent manner. In addition, the Bermuda Insurance Act requires every insurer, on coming to the knowledge, or where it has reason to believe, that a cyber reporting event has occurred, forthwith notify the BMA. For these purposes, a “cyber reporting event” means any act that results in the unauthorized access to, disruption, or misuse of the electronic systems or information stored on such systems of an insurer, including breach of security leading to the loss or unlawful destruction or unauthorized disclosure of or access to such systems or information, where (a) a cyber reporting event has the likelihood of adversely impacting policyholders or clients, (b) an insurer has reached a view that there is a likelihood that loss of its system availability will have an adverse impact on its insurance business, (c) an insurer has reached a view that there is a likelihood that the integrity of its information or data has been compromised and may have an adverse impact on its insurance business, (d) an insurer has become aware that there is a likelihood that there has been unauthorized access to its information systems whereby such would have an adverse impact on its insurance business or (e) an event has occurred for which a notice is required to be provided to a regulatory body or government agency. Principal Representative, Principal Office and Head Office An insurer is required to maintain a principal office and to appoint and maintain a principal representative in Bermuda. Without a reason acceptable to the BMA, an insurer may not terminate the appointment of its principal representative, and the principal representative may not cease to act as such, unless 30 days’ notice in writing to the BMA is given of the intention to do so. It is the duty of the principal representative to notify forthwith the BMA in such manner as it may direct if the principal representative believes that there is a likelihood of an insurer (for which the principal representative acts) becoming insolvent or that a reportable “event” has, to the principal representative’s knowledge, occurred or is believed to have occurred. Examples of a reportable “event” include a failure by an insurer, to comply substantially with a condition imposed upon it by the BMA relating to a solvency margin or a liquidity or other ratio, a significant loss likely to cause the insurer to fail to comply with its ECR and the occurrence of a “material change” as such term is defined under the Bermuda Insurance Act in its business operations. A written report must set out all the particulars of the case that are available to the principal representative and must be submitted within 14 days of the principal representative’s prior notification to the BMA. Furthermore, where a notification has been made to the BMA regarding a material change, the principal representative has 30 days from the date of such notification to furnish the BMA with unaudited interim statutory financial statements in relation to such period as the BMA may require, together with a solvency certificate in respect of those statements. If there is a significant loss which is reasonably likely to cause an insurer to fail to comply with its ECR (if applicable), the respective principal representative must also furnish the BMA with a capital and solvency return reflecting an ECR prepared using post-loss data. The principal representative must provide this within 45 days of notifying the BMA of the loss. Page 59 Table of Contents The insurance business of a commercial insurer must be directed and managed from Bermuda (i.e., such insurer must maintain a head office in Bermuda) and, in determining whether the insurer complies with this requirement the BMA shall consider, the following factors, among other things: (a) where the underwriting, risk management and operational decision-making of the insurer occurs, (b) whether the presence of senior executives who are responsible for and involved in the decision-making related to the insurance business of the insurer is located in Bermuda and (c) where meetings of the board of directors of the insurer occur. Notwithstanding the considerations set out above, the BMA may also have regard to the following matters: (i) the location where management of the insurer meets to effect policy decisions of the insurer, (ii) the residence of the officers, insurance managers or employees of the insurer and (iii) the residence of one or more directors of the insurer in Bermuda. Codes of Conduct Insurers are subject to the Insurance Code of Conduct, as amended (the “Insurance Code”), which establishes duties and standards which must be complied with by all insurers registered under the Bermuda Insurance Act, including the procedures and sound principles to be observed by such insurers. Failure to comply with the requirements under the Insurance Code will be a factor taken into account by the BMA in determining whether an insurer is conducting its business in a sound and prudent manner as prescribed by the Bermuda Insurance Act. Failure to comply with the requirements of the Insurance Code could result in the BMA exercising its powers of intervention and will be a factor in calculating the operational risk charge under the BSCR or approved internal model. The Insurance Code is divided into six categories, including: the proportionality principle; corporate governance; risk management; governance mechanism; outsourcing; and market discipline and disclosure. These categories contain the duties, requirements and compliance standards to be adhered to by all insurers. It stipulates that in order to achieve compliance with the Code, insurers are to develop and apply policies and procedures capable of assessment by the BMA. Insurance Agents are subject to the insurance brokers and insurance agents code of conduct, as amended, which establish duties, requirements and standards such that business operations are conducted in a sound and prudent manner. Recovery Planning Beginning May 1, 2025, the BMA will require a recovery plan to be compiled by every insurer that is assessed to be economically important, systematically significant or at risk of posing a threat to the financial stability of Bermuda should they fail. In assessing if an insurer is economically important or if its failure could pose a threat to the financial stability of Bermuda, the BMA will take into consideration (i) the class of registration, (ii) size of market share, (iii) external and internal interconnectedness, (iv) complexity, (v) business model, (vi) risk profile, (vii) suitability, and (viii) the cross-border activities of the insurer. The recovery plan can be described as a living document which should be periodically tested for ongoing effectiveness. Areas for further improvement should be identified along with an outline of a schedule to address them. Recovery planning should be integrated into the insurer’s ERM framework. An insurer is required to review and update its recovery plan at least once every three years, or when there is a material change in the financial position, strategy, business or risk profile of the insurer. The recovery plan should be filed with the BMA within 30 days of being updated. PIPA In January 2025, the Personal Information Protection Act 2016 (“PIPA”) came into effect. PIPA regulates the use of personal information to protect the privacy of individuals and compliance with PIPA is under the auspices of the Privacy Commissioner who is appointed by the Governor of Bermuda (the “Privacy Commissioner”). PIPA applies to every organization (any individual, entity or public authority including a Bermuda insurer) that uses personal information in Bermuda. All organizations, with some exceptions, will be required to comply with PIPA’s “minimum requirements”. In addition, subject to certain exceptions, an organization shall provide individuals with a clear and easily accessible statement about certain specified aspects of the organization’s practices and policies with respect to its use of personal information. PIPA imposes certain personal information use rules, limitations, prohibitions and other prescriptions upon organizations. Those include, among others: the prohibition on collecting, using and maintaining any personal information that is excessive to the purposes that the personal information was lawfully and reasonably collected for; and, the prohibition on retaining any personal information for any longer than is necessary for the purpose it was collected for. PIPA also imposes a range of administrative and operational requirements on organizations, which include, among others: the appointment of a privacy officer, the adoption of suitable measures and polices to give effect to the organization’s compliance with PIPA, ensuring that all personal information is appropriately safeguarded from the harms addressed in PIPA, and the prohibition from exporting any personal information to overseas third parties unless the export allowance criteria stipulated in PIPA can be satisfied. Insurance companies and intermediaries are also expressly required to comply with PIPA in accordance with the Cyber Code. Page 60 Table of Contents The Office of the Privacy Commissioner for Bermuda has broad powers of investigation, dispute resolution, compliance oversight and to take remedial or punitive action against organizations under PIPA. Under PIPA, individuals who have been financially or emotionally harmed by an organization’s failure to comply with PIPA are authorized to bring claims for damages against an organization for such failures. In addition to enforcement actions undertaken by the Privacy Commissioner and by individuals under PIPA, the Bermuda Government’s Department of Public Prosecutions can also bring actions against organizations and individuals for any offenses related to PIPA. Bermuda ESA In December 2018, the Bermuda ESA came into effect. Under the provisions of the Bermuda ESA, every Bermuda registered entity, other than an entity which is resident for tax purposes in certain jurisdictions outside of Bermuda, that carries on as a business any one or more “relevant activities” referred to in the Bermuda ESA must satisfy economic substance requirements by maintaining a substantial economic presence in Bermuda. Under the Bermuda ESA, insurance or holding entity activities (both as defined in the Bermuda ESA and Economic Substance Regulations 2018) are relevant activities. To the extent that the Bermuda ESA applies to any of our entities registered in Bermuda, we will be required to demonstrate how we have complied with economic substance requirements by filing an annual economic substance declaration with the Registrar of Companies in Bermuda. Any entity that must satisfy economic substance requirements but fails to do so will face automatic disclosure to competent authorities in any jurisdiction in which a holding entity; the ultimate parent entity; an owner; or the beneficial owner, of the entity is incorporated, formed, registered or resident of the information filed by the entity with the Bermuda Registrar of Companies in connection with the economic substance requirements and may also face financial penalties, restriction or regulation of its business activities and/or removal from the list of registered entities in Bermuda. Bermuda BOA The Bermuda BOA came into operation on November 3, 2025. The Bermuda BOA consolidated and simplified Bermuda’s beneficial ownership regime and introduced new roles and powers for the Bermuda Registrar of Companies. Pursuant to the Bermuda BOA, every legal person shall establish and maintain in accordance with the Bermuda BOA a beneficial ownership register and shall enter in its beneficial ownership register the minimum required information in respect of every registrable person. A legal person whose shares or interest are listed on an appointed stock exchange (which includes the NYSE and the TSX), and any subsidiary of such legal person, is exempted from the application of the Bermuda BOA. Notwithstanding the exemption noted above, a legal person exempted from the Bermuda BOA shall confirm their exempted status with the Bermuda Registrar of Companies and file with the Bermuda Registrar of Companies proof of that exemption, including the name and jurisdiction of the relevant stock exchange on which the legal person is listed. United States Our U.S. domiciled insurance subsidiaries are subject to extensive regulation, primarily at the state level. Such regulation varies by state but generally has its source in statutes that establish requirements for the business of insurance and that grant broad regulatory authority to a state agency. Insurance regulation governs a wide variety of matters, such as insurance company licensing, agent and adjuster licensing, policy benefits, price setting, accounting practices, product suitability, the payment of dividends, the nature and amount of investments, underwriting practices, reserve requirements, sales and advertising practices, privacy practices, information systems security, policy forms, reinsurance reserve requirements, risk and solvency assessments, mergers and acquisitions, corporate governance practices, capital adequacy, transactions with affiliates, participation in shared markets and guaranty associations, claims practices, the remittance of unclaimed property, and enterprise risk management requirements. The models for state laws and regulations often emanate from the National Association of Insurance Commissioners (“NAIC”). While it is not mandatory for insurers to comply with an NAIC model law, nor for states to adopt a model law, state and federal legislators and regulators generally look to the model law for guidance in proposing new legislation and regulation. State insurance departments monitor compliance with regulations through periodic reporting procedures and examinations. At any given time, financial, market conduct or other examinations of our U.S. domiciled insurance subsidiaries may be occurring. The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) expanded the U.S. federal government presence in insurance oversight. Dodd-Frank also established the Federal Insurance Office within the U.S. Department of Treasury, which is authorized to, among other things, gather data and information to monitor aspects of the insurance industry, identify certain issues in the regulation of insurers, and preempt state insurance measures under certain circumstances. Provisions of Dodd-Frank are or may become applicable to us, our competitors, or certain entities with which we do business. For example, it is possible that regulations issued by the Consumer Financial Protection Bureau may extend, or be interpreted to extend, to the sale of certain insurance products by covered financial institutions, which could adversely affect sales of such products. The Federal Insurance Office, as a result of various studies it conducts, may also recommend changes in laws or regulations that affect our business. There may be further federal involvement in the business of insurance in the future, which may add significant legal complexity and associated costs to our business. Page 61 Table of Contents Regulatory matters having the most significant effects on our U.S. insurance operations and related financial reporting are described further below. Holding Company Regulation We are an insurance holding company system under the insurance laws of the states where we do business. Our insurance companies are organized in multiple U.S. jurisdictions. Insurance holding company system laws and regulations in such states generally require periodic reporting to state insurance regulators of various business, enterprise risk management, corporate governance, and financial matters, as well as advance notice to, and in some cases approval by, such regulators prior to certain transactions between insurers and their affiliates. These laws also generally require regulatory approval prior to the acquisition of a controlling interest in an insurance company. These requirements may deter or delay certain transactions considered desirable by management or our stockholders. The NAIC’s Insurance Holding Company System Regulatory Act and the Insurance Holding Company System Model Regulation (together, the “Holding Company Models”), versions of which have been enacted by all of the states in the United States in which we have domestic insurers, generally require registration and periodic reporting by insurance companies that are licensed in such jurisdictions and are controlled by other entities. They also require periodic disclosure concerning the entity that controls the registered insurer and the other companies in the holding company system and place limitations on, and require prior approval of, intercompany transactions, including transfers of assets and certain payments of dividends or distributions. Limitations on Dividends by Insurance Subsidiaries The ability of our U.S. domiciled insurance subsidiaries to pay dividends is generally limited by state law and is also impacted by federal income tax considerations. Rate Regulation Nearly all states have laws that require life, health, credit, and property and casualty insurers to file rate schedules and require most insurers to file policy or coverage forms and other information with the state’s insurance regulatory authority. In many cases, these must be approved prior to use. The objectives of rate laws vary, but generally a price cannot be excessive, inadequate, or unfairly discriminatory. Prohibitions on discriminatory underwriting practices apply in the context of certain products as well. Our ability to adjust premium rates, particularly with certain property and casualty and health insurance products, often depends on the applicable pricing law and our ability to demonstrate to the particular regulator that current or proposed pricing complies with such law. Rate increases that we believe are necessary for our profitability may be delayed or denied as a result of such laws. We manage our risk of loss by charging a price that reflects the cost and expense of providing insurance products and by being selective in underwriting. When a state has significant underwriting and pricing restrictions, it becomes more difficult to manage our risk of loss, which can adversely impact our ability to market products profitably in such states. Guaranty Associations and Involuntary Markets State laws allow insurers to be assessed, subject to prescribed limits, insurance guaranty fund fees to pay certain obligations of insolvent insurance companies. In addition, to maintain our licenses to write property and casualty insurance in various states, we are required to participate in assigned risk plans, reinsurance facilities and joint underwriting associations that provide various insurance coverages to purchasers that otherwise are unable to obtain coverage from private insurers. Investment Regulation Insurance company investment regulations require investment portfolio diversification and limit the amount of investment in certain asset categories. Failure to comply with these regulations leads to the treatment of non-conforming investments as non-admitted assets for measuring statutory surplus. In some instances, these rules require the sale of non-conforming investments. Exiting Geographic Markets, Canceling and Non-Renewing Policies Most states regulate an insurer’s ability to exit a market by limiting the ability to cancel and non-renew policies. Some states prohibit an insurer from withdrawing one or more types of insurance business from the state, except pursuant to an approved plan. These regulations may restrict our ability to exit unprofitable markets. Page 62 Table of Contents Statutory Accounting Financial reports to state insurance regulators utilize statutory practices as defined in the Accounting Practices and Procedures Manual of the NAIC, which are different from U.S. GAAP. Statutory accounting practices, in keeping with the intent to assure the protection of policyholders, are generally based on a solvency concept, while financial statements under U.S. GAAP are prepared on a going concern basis. While not a substitute for U.S. GAAP performance measures, statutory information is used by industry analysts and reporting sources to compare the performance of insurance companies and impacts the ability of insurance subsidiaries to pay dividends to the company. Maintaining both U.S. GAAP and statutory financial records increases our business costs. Pursuant to state insurance laws, we establish statutory reserves, which are reported as liabilities in the separate standalone statutory-basis financial statements of our U.S. insurance subsidiaries, and which generally differ from future policy benefits determined using U.S. GAAP on our respective policies. These statutory reserves are established in amounts sufficient to meet policy and contract obligations, when taken together with expected future premiums and interest at prescribed rates. Insurance Reserves State insurance laws require life and property and casualty insurers to annually analyze the adequacy of statutory reserves. Our appointed actuaries must submit opinions annually for our insurance companies that policyholder and claim reserves are adequate. Risk-Based Capital and Solvency Requirements The NAIC has a formula for analyzing capital levels of insurance companies called Risk-Based Capital (“RBC”). The RBC formula has minimum capital thresholds that vary with the size and mix of a company’s business and assets. It is designed to identify companies with capital levels that may require regulatory attention. As of December 31, 2025, the capital level of each of our U.S. insurance company subsidiaries exceeded 300% of their respective Authorized Control Levels, the minimum RBC requirement before any action level is triggered or considered. Every state in the United States has adopted, in substantial part, the RBC Model Law promulgated by the NAIC that allows states to act upon the results of RBC ratio calculations and provides four incremental levels of regulatory action regarding insurers whose RBC ratio calculations fall below specific thresholds. Those levels of action range from the requirement to submit a plan describing how an insurer would regain a specified RBC ratio to a mandatory regulatory takeover of the company. Risk Management and ORSA State insurance laws enacted in nearly all U.S. states require insurers that exceed specified premium thresholds to maintain a framework for managing the risks associated with their entire holding company group, including non-insurance companies. In addition, these laws require that, at least annually, the insurer must prepare a summary report (the “ORSA Report”) regarding its internal assessment of risk management and capital adequacy for the entire holding company group. The ORSA Report is filed on a confidential basis, with the insurance holding company group’s lead regulator and made available to other domiciliary regulators within the holding company group. Securities Regulation The sale and administration of variable life insurance and variable annuities are subject to extensive regulation at the federal and state level, including by the SEC and the Financial Industry Regulatory Authority (“FINRA”). Our variable annuity contracts and variable life insurance policies, other than group unallocated, were issued through separate accounts that are registered with the SEC as investment companies under the Investment Company Act of 1940. Each registered separate account is generally divided into sub-accounts, each of which invests in an underlying mutual fund that is itself a registered investment company under such act. In addition, the variable annuity contracts and variable life insurance policies issued by the separate accounts generally are registered with the SEC under the U.S. Securities Act. The U.S. federal and state regulatory authorities and FINRA, from time to time, make inquiries and conduct examinations regarding our compliance with securities and other laws and regulations. Suitability FINRA rules require broker-dealers selling variable insurance products to determine that transactions in such products are “suitable” to the circumstances of the particular customer. In addition, most states have enacted the NAIC’s Suitability in Annuity Transactions Model Regulation that, in adopting states, places suitability responsibilities on insurance companies in the sale of fixed and indexed annuities, including responsibilities for training agents. The NAIC has adopted revisions to this model regulation that would further elevate the standard of care for annuity sales and align it with the SEC’s Regulation Best Interest. Several states have either adopted the model regulation or are considering adopting the model regulation. We anticipate that the revised model will be adopted in some form by one or more of the states in which we do business. New York has already taken further action, through the adoption by the New York State Department of Financial Services (“NYDFS”) of a regulation that requires in part that life insurance policies and annuity contracts delivered or issued for delivery in New York be in the best interest of the consumer. Page 63 Table of Contents SEC Regulation Best Interest In June 2019, the SEC adopted a package of rulemakings and interpretative guidance that, among other things, requires broker-dealers to act in the best interest of retail customers when recommending securities transactions or investment strategies to them. The guidance also clarifies the SEC’s views of the fiduciary duty that investment advisers owe to their clients. The best interest standards became effective on June 30, 2020. Protection of Consumer Information U.S. federal laws, such as the Gramm-Leach-Bliley Act (“GLB”), and state laws regulate disclosures of certain customer information and require us to protect the security and confidentiality of such information. Such laws also require us to notify customers about our policies and practices relating to the collection, protection and disclosure of confidential customer information. State and federal laws, such as the federal Health Insurance Portability and Accountability Act (“HIPAA”), regulate our use, protection and disclosure of certain personal health information. In addition, most states have laws or regulations that require us to notify regulators and affected customers in the event of a data breach, and some of these laws and regulations are becoming more stringent by requiring faster notifications and creating private causes of action for violations. States have also been actively legislating in the area of data privacy and data protection. For example, the California Consumer Privacy Act of 2018 as amended by the Consumer Privacy Rights Act (collectively the “CCPA”) gives California residents, including employees, expanded rights to access and delete their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used by requiring covered businesses to provide enhanced customer disclosure about how a business collects and uses personal data, how such data is used in business processes, and with and to whom customer data is shared or sold. The CCPA also established a regulatory agency, the California Privacy Protection Agency (“CPPA”) to issue regulations and enforce these requirements. Information that is collected, processed, sold or disclosed pursuant to the California Financial Information Privacy Act, GLB, the federal Fair Credit Reporting Act (“FCRA”), HIPAA, or the federal Driver’s Privacy Protection Act are exempted, but the definition of “personal information” in the CCPA is broad and may encompass other information that we maintain in our California business beyond that excluded under GLB, FCRA, HIPAA, the Driver’s Privacy Protection Act, or the California Financial Information Privacy Act exemption. In 2024, the CPPA issued draft regulations covering cybersecurity audits, risk assessments, and automated decision making technology which, if finalized, may impact our information practices. More than a dozen other states have adopted comprehensive privacy laws like California. For example, on March 2, 2021, Virginia enacted the Virginia Consumer Data Protection Act. On June 8, 2021, Colorado passed the Colorado Privacy Act. These state laws give certain consumers data protections rights including the right to opt-out of processing their personal data, the right to delete information, and the right to correct information. Federally, there are bi-partisan efforts aimed at adopting a federal data protection and privacy law, to which we may become subject if enacted. We anticipate further efforts at the federal and state levels to strengthen the protection of consumer information, and such efforts will continue to have a significant impact on our information practices. In addition, FCRA is a federal law that governs the use and sharing of consumer credit information provided by a consumer reporting agency. Requirements under FCRA apply to an insurer if such insurer obtains and uses consumer credit information to underwrite insurance. Such requirements may include obtaining the consumer’s consent and providing various notices to the consumer. While the use of consumer credit information in the underwriting process is expressly authorized by FCRA, various states have issued regulations that limit or prohibit the use of consumer credit information by insurers, and some consumer groups continue to criticize the use of credit-based insurance scoring in underwriting and rating processes. There may be additional efforts at the federal or state level to regulate the use of credit-based information by insurers. Any such regulation could force changes in our underwriting practices and impact our profitability. Cybersecurity In recent years, millions of consumers and businesses have been impacted by data breaches of companies in various industries, increasing the regulatory focus on consumer information protection and data privacy. On August 28, 2017, New York became the first state to adopt minimum cybersecurity standards for certain financial institutions. NYDFS requires financial institutions authorized to do business under New York banking, insurance or other financial services laws, including certain of our subsidiaries, to develop a cybersecurity program and policy based on an assessment of the institution’s cybersecurity risks, designate a Chief Information Security Officer, maintain written policies and procedures with respect to third-party service providers, limit who has access to data or systems, use qualified cybersecurity personnel to manage cybersecurity risks, notify NYDFS of a cybersecurity event within seventy-two hours, maintain a written incident response plan, and provide NYDFS with an annual certification of compliance. NYDFS amended its cybersecurity regulations on November 1, 2023 for all covered entities, increasing the requirements for cybersecurity programs, such as additional board reporting, an asset inventory requirement, and business continuity disaster recovery plans. Page 64 Table of Contents In addition, the NAIC has adopted the Cybersecurity Bill of Rights, a set of directives aimed at protecting consumer data, and the Insurance Data Security Model Law, a model law patterned after New York’s cybersecurity standards. The Insurance Data Security Model Law establishes standards for data security in the insurance industry, including standards for investigating a data breach and requiring certain notifications to regulators, producers and consumers. South Carolina became the first state to adopt the Insurance Data Security Model Law in May 2018. Since then, more states have adopted the model law in some form. In states that have not adopted the Insurance Data Security Model Law, it is not mandatory for insurers to comply with the model law; however, state and federal legislators and regulators are likely to look to the model law, as well as the NYDFS regulation, for guidance in proposing new legislation and regulation. The NAIC has also strengthened and enhanced the cybersecurity guidance included in its handbook for state insurance examiners. We expect a continuing focus at the state and federal levels on the privacy and security of personal information. Anti-Money Laundering Federal law and regulations require us to take certain steps to help prevent and detect money laundering activities. The USA PATRIOT Act of 2001 contains anti-money laundering and financial transparency requirements applicable to certain financial services companies, including insurance companies. The Bank Secrecy Act requires insurers to implement a risk-based compliance program to detect, deter and (in some cases) report financial or other illicit crimes including, but not limited to, money laundering and terrorist financing. OFAC administers and enforces economic and trade sanctions. For certain transactions, an insurer may be required to search policyholder, agent, vendor and employee databases for specially designated nationals or suspected terrorists, in order to comply with OFAC obligations. Healthcare Regulation We are subject to various conditions and requirements of the Patient Protection and Affordable Care Act of 2010 (the “Healthcare Act”). The Healthcare Act affects the small blocks of business we have offered or acquired over the years that are, or are deemed to be, health insurance. The Healthcare Act also influences the design of products sold by our health insurance channel, which may influence consumer acceptance of such products and the cost of monitoring compliance with the Healthcare Act. Moreover, the Healthcare Act affects the benefit plans we sponsor for employees, retirees and their dependents, our expense to provide such benefits, our tax liabilities in connection with the provision of such benefits, and our ability to attract or retain employees. Any repeal, replacement or amendment of the Healthcare Act, or judicial decisions impacting the Healthcare Act, could have similar effects on us. Climate The NAIC continues work by its Climate and Resiliency Task Force, with several more states signing up to require insurers domiciled in their states to submit climate disclosure surveys modified to align more closely with the climate disclosure survey developed by the Financial Stability Board’s Task Force on Climate-Related Financial Disclosure. NYDFS monitors insurer compliance by examining responses to the NAIC’s revised climate disclosure survey. Other Other types of regulations that affect us include insurable interest laws, employee benefit plan laws, antitrust laws, employment and labor laws, and federal and state tax laws. Failure to comply with federal and state laws and regulations may result in censure; the issuance of cease-and-desist orders; reputational damage; suspension, termination or limitation of the activities of our operations and/or our employees and agents; or the obligation to pay fines, penalties, assessments, interest, or additional taxes and wages. In some cases, severe penalties may be imposed for breach of these laws. We cannot predict the impact of these actions on our business, results of operations or financial condition. Canada BAC Canada is governed by the ICA. The ICA is administered, and activities of BAC Canada are supervised, by OSFI, the primary regulator of Canadian federal financial institutions. The ICA requires the filing of annual and other reports on the financial condition of insurance companies, provides for periodic examinations of insurance companies’ affairs, imposes restrictions on transactions with related parties, and sets out requirements governing certain aspects of insurance companies’ businesses. We also operate our annuities business in Canada and the United Kingdom and are licensed in the Cayman Islands. Our Canadian PRT business, operating through BAC Canada, is subject to regulation and supervision by OSFI, and must comply with all applicable Canadian law and federal, provincial and territorial insurance statutes and regulations. OSFI has extensive powers to intervene in the affairs of regulated insurance companies, including the power to request information or documents, to conduct investigations, to require that appropriate actions are taken to address issues identified by OSFI and to levy fines. OSFI may intervene and assume control of an insurance company governed by the ICA if OSFI deems that the amount of the company’s available capital is not sufficient. Page 65 Table of Contents Investment Powers Under the ICA, BAC Canada must maintain a prudent portfolio of investments and loans, subject to certain overall limitations on the amount it may invest in certain classes of investments. The Canadian federal government’s Bill C-15 An Act to implement certain provisions of the budget tabled in Parliament on November 4, 2025 proposes to amend the ICA (the “Amendments”) to repeal overall limits on real property, equities and commercial loans and replace these provisions with a new provision that permits OSFI to direct an insurance company to reduce the aggregate value of its interests in real property, equities (other than where the insurance company has a substantial investment (as defined in the ICA)) and commercial loans. OSFI will only be permitted to make such an order on the basis of prudential considerations that it considers relevant. The Amendments are not yet in force but are intended to provide greater flexibility to companies with respect to these types of investments. Additional restrictions (and in some cases, the need for regulatory approvals) limit the type of investment that BAC Canada can make in excess of 10% of the voting rights or 25% of the equity of a body corporate, or in excess of 25% of the ownership interests of an unincorporated entity, subject to certain available exceptions under the ICA. Restrictions on Shareholder Dividends and Capital Transactions The ICA prohibits the declaration or payment of any dividend on shares of an insurance company if there are reasonable grounds for believing an insurance company does not have adequate capital and adequate and appropriate forms of liquidity, or declaration or the payment of the dividend would cause the insurance company to be in contravention of any regulation made under the ICA respecting the maintenance of adequate capital and adequate and appropriate forms of liquidity, or any direction made to the company by the Superintendent. The ICA also requires an insurance company to notify the Superintendent of the declaration of a dividend at least 15 days prior to the date fixed for its payment. There is no current intention that BAC Canada will pay dividends. The ICA also prohibits the purchase for cancellation of shares issued by an insurance company or the redemption of redeemable shares or other similar capital transactions, if there are reasonable grounds for believing that the company does not have, or the payment would cause the company not to have, adequate capital and adequate and appropriate forms of liquidity, or the payment would cause the company to be in contravention of any regulation made under the ICA respecting the maintenance of adequate capital and adequate and appropriate forms of liquidity, or any direction made to the company by the Superintendent. Further, any redemption or purchase for cancellation of shares issued by an insurance company or similar capital transactions are prohibited without the prior approval of the Superintendent. Constraints on Shares The ICA contains restrictions on the purchase or other acquisition, issue, transfer and voting of the shares of BAC Canada. Pursuant to these restrictions, no person is permitted to acquire any shares of BAC Canada if the acquisition would cause the person to have a “significant interest” in any class of shares of BAC Canada, unless the prior approval of the Minister of Finance (Canada) is obtained. In addition, BAC Canada is not permitted to record in its securities register any transfer or issue of shares if the transfer or issue would cause the person to have a “significant interest” in BAC Canada, without prior approval of the Minister of Finance (Canada). A person has a significant interest in a class of shares of BAC Canada where the aggregate of any shares of that class beneficially owned by that person, any entity controlled by that person and by any person associated or acting jointly or in concert with that person exceeds 10% of all the outstanding shares of that class of shares of BAC Canada. If a person contravenes these restrictions, the Minister of Finance (Canada) may, by order, direct such person to dispose of all or any portion of those shares. In addition, the ICA prohibits life insurance companies, including BAC Canada, from recording in its securities register a transfer or issue of any share to His Majesty in right of Canada or of a province, an agent or agency of His Majesty, a foreign government or an agent or agency of a foreign government and provides further that no person may exercise the voting rights attached to those shares of an insurance company. The ICA exempts from such constraints certain foreign financial institutions which are controlled by foreign governments and eligible agents provided certain conditions are satisfied. Provincial/Territorial Insurance Regulation In Canada, life insurance is also subject to regulation and supervision in each province and territory in Canada. Provincial/territorial insurance regulation is primarily concerned with market conduct matters, the rights and obligations under insurance contracts, and the licensing and oversight of insurance intermediaries. In addition to those regulations, guidelines adopted by the Canadian Life and Health Insurance Association, of which BAC Canada is a member, may apply to several aspects of BAC Canada’s business and a failure to comply with such guidelines may give rise to regulatory and reputational risk. Page 66 Table of Contents Own Risk and Solvency Assessment In Canada, life insurance companies must conduct an own risk and solvency assessment (“ORSA”) on a regular basis, which is formally documented in a report at least annually, and more often if circumstances warrant (for example, when there are changes to the insurer’s risk profile or risk appetite). OSFI expects the ORSA to be tailored to and cover the consolidated operations of an insurer. OSFI may review the ORSA and, upon request, the ORSA Report (and/or other supporting documentation) in its assessment of the risk profile of an insurer to determine whether the ORSA is consistent with OSFI’s understanding and assessment of the insurer’s risk appetite and risk profile. United Kingdom With the authorization of BAC UK and following the Just Acquisition, our group will include life insurance companies authorized in the U.K.. The FCA and PRA regulate persons carrying out the regulated activities prescribed in the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, as amended, in the financial services sector. In this regard, the FCA and PRA are authorized to make rules and issue guidance in relation to a wide sphere of activities encompassing the governance of a firm, the way it conducts its business and the prudential supervision of firms. The FCA regulates the conduct of every authorized firm (including firms who are also regulated by the PRA). The PRA has responsibility for carrying out the prudential regulation of banks, insurance companies and systemically important designated investment firms. These firms are referred to as “dual-regulated” because they are authorized and regulated by the PRA (for prudential matters) and also regulated by the FCA (for conduct matters). Under FSMA, no person may carry on or purport to carry on a regulated activity by way of business in the U.K., in respect of a specified investment or property, unless they are an authorized or exempt person. A firm that is authorized by the PRA or FCA to carry on regulated activities becomes an authorized person for the purposes of FSMA. “Regulated activities” are currently prescribed in the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (as amended) and include insurance-related activities and investment activities (which includes managing investments), as well as certain other activities. U.K. insurers are subject to the Solvency UK regime, a risk-based prudential framework that requires insurers to maintain capital resources sufficient to withstand severe stress events. Solvency UK includes requirements relating to minimum capital levels, eligible own funds, risk management, governance and regulatory reporting. Certain features of the regime, including the use of internal models and the Matching Adjustment applicable to long-term annuity business, require ongoing regulatory approval and are subject to supervisory review. The PRA has broad supervisory powers, including the ability to impose capital add-ons, restrict dividends or intra-group transactions, require remedial actions or vary regulatory permissions. The FCA regulates insurers’ conduct of business, including product governance, disclosures, pricing, customer communications and complaints handling. U.K. insurers are subject to the Consumer Duty, which requires firms to act to deliver good outcomes for retail customers. Failure to comply with conduct requirements may result in fines, remediation programs or restrictions on business activities. Cayman Islands The Cayman Insurance Act regulates the insurance business of our Cayman Islands reinsurance subsidiary, NER SPC, and provides that no person may carry on any insurance business in or from within the Cayman Islands unless that person holds a license issued by CIMA. CIMA is required by the Cayman Insurance Act to determine whether the business to which the application for a license relates would be carried on by persons who are fit and proper persons to be directors or officers of the licensee and, in particular, whether such persons have the adequate knowledge and expertise as CIMA considers appropriate to conduct their respective functions. See below under the heading “— Fit and Proper Requirements”. Regulation under the Cayman Insurance Act is a combination of self-regulation, filings of statutory financial statements and certifications as to compliance with the applicable statutory requirements, together with review and investigation by CIMA in specified circumstances. CIMA has wide ranging powers to examine the affairs of insurance companies, with full access to business and other records of these companies and the power to call on NER SPC and compel it to provide any information or explanation relating to NER SPC. Fit and Proper Requirements Applicants must demonstrate that the business to which the application for a license under the Cayman Insurance Act relates will be carried on by persons who are fit and proper persons to carry on their respective functions. In determining whether a person is “fit and proper”, CIMA will consider, among other things, a person’s (a) honesty, integrity and reputation, (b) competence and capability, and (c) financial soundness. CIMA is also bound by the Cayman Insurance Act to consider whether the applicant will be able to comply not only with the requirements of the Cayman Insurance Act but also with the Cayman Islands Anti-Money Laundering Regulations (as revised) and to consider whether the applicant employs personnel with the necessary skills, knowledge and experience and maintains appropriate facilities, books and records. Page 67 Table of Contents Categories of Insurance Licenses There are four main categories of insurance licenses: (a) Class A (domestic) insurers; (b) Class B (captives); (c) Class C (cat-bond or special purpose insurers); and (d) Class D (reinsurers). NER SPC currently holds a class D license. A class D insurer may carry on reinsurance business and any such other business as may be approved by CIMA. Cayman ESA The Cayman ESA initially came into operation on January 1, 2019. Under the provisions of the Cayman ESA, the following entities (each as further detailed therein) a Cayman Islands relevant entity, an overseas company registered in the Cayman Islands, a limited liability company, a limited liability partnership, a foreign limited partnership, an exempted limited partnership and a partnership (other than a local partnership) that carries on as a business activity any one or more of the nine “relevant activities” referred to in the Cayman ESA must satisfy economic substance test by maintaining a substantial economic presence in the Cayman Islands. Under the Cayman ESA, the business activity of an insurance business (as defined in the Cayman Insurance Act) or a holding company business (as defined in the Cayman ESA) are regarded as relevant activities for the purposes of the Cayman ESA. To the extent that the Cayman ESA applies to any of our entities registered in the Cayman Islands, we are required to demonstrate compliance with economic substance test by filing an annual economic substance declaration with the relevant registrar in the Tax Information Authority within twelve months after the last day of each financial year end for each relevant entity. A relevant entity failing to satisfy the economic substance test may be subject to monetary penalties and to an order from the Grand Court upon receipt of an application from the relevant registrar (i.e., in the case of a company, the registrar of companies) for subsequently failing to satisfy the economic substance test for consecutive financial reporting periods. Cayman BOTA The Cayman Islands beneficial ownership transparency regime, as implemented under the Cayman BOTA, which was enacted on July 31, 2024 and became fully operative and enforceable on January 1, 2025, establishes a framework requiring certain Cayman Islands entities to identify, maintain and disclose information relating to their beneficial owners. Under this regime, Cayman Islands companies, limited liability companies, limited liability partnerships, exempted limited partnerships, foreign companies registered in the Cayman Islands, and other in-scope entities (subject to applicable exemptions as outlined below) are required to determine and record details of individuals who ultimately own or control such entities, whether directly or indirectly, in accordance with the statutory definitions and requirements set out in the Cayman BOTA and related guidance. To the extent that the Cayman BOTA applies to any of our entities registered in the Cayman Islands, entities carrying on an insurance business regulated in the Cayman Islands or those that are subsidiaries of a publicly listed company on an approved stock exchange may satisfy their obligations under the Cayman BOTA through an alternate route to compliance, on the basis that their beneficial ownership information has been submitted to CIMA and/or the ultimate parent is subject to applicable public disclosure and transparency requirements. In such circumstances, the relevant Cayman regulated entity is not required to identify or disclose individual beneficial owners on the beneficial ownership platform in the standard manner, but is instead required to maintain and confirm prescribed information relating to its regulation by CIMA and/or its listed parent and to ensure that such information remains accurate and up to date in accordance with the statutory requirements and timeframes. Notwithstanding reliance on an alternate route to compliance, any failure to comply with applicable beneficial ownership obligations may expose the entity and/or relevant persons to administrative fines, regulatory sanctions, and other enforcement action by the competent authority, and, in serious or continued cases, to further remedial or court-ordered measures. Page 68 Table of Contents ITEM 4.C ORGANIZATIONAL STRUCTURE Organizational Chart The following diagram provides an illustration of the simplified corporate structure of our company and its significant subsidiaries. __________________________ (1)Jurisdiction of formation is the Province of Ontario, Canada. Brookfield Corporation holds, directly or indirectly, all of our class C shares, giving it the residual economic interest in our company. (2)The holder of our class B shares, all of which are held through the BNT Trust, are entitled to elect half of our Board and approve all other matters requiring shareholder approval. (3)Jurisdiction of incorporation is Bermuda. All of our subsidiaries are 100% owned directly or indirectly by our company. (4)Jurisdiction of incorporation is Bermuda. (5)Jurisdiction of formation is the State of Delaware, United States. This entity was formerly known as Argo Group International Holdings, Inc. Page 69 Table of Contents Our company Brookfield Wealth Solutions Ltd. was incorporated on December 10, 2020 under the Bermuda Act as an exempted company limited by shares. Our company is focused on securing the financial futures of individuals and institutions through a range of retirement services, wealth protection products and tailored capital solutions. Through our operating subsidiaries, we offer a broad range of insurance products and services, including retail and institutional annuities, commercial property and casualty insurance and reinsurance. In doing so, we seek to match our liabilities with a portfolio of high-quality investments in order to generate attractive, risk-adjusted returns within our business. We leverage our relationship with Brookfield in order to source new business and deploy our capital in assets that are tailored to our investment needs. Our relationship with Brookfield provides us with access to a diverse mix of leading alternative investment strategies that we believe are well-suited for this purpose. Our head and registered office as well as our principal executive offices are located at Ideation House, First Floor, 94 Pitts Bay Road, Pembroke HM08 Bermuda, and our telephone number is +1 (441) 405-7811. The class A exchangeable shares are listed on the TSX and the NYSE under the symbol “BNT”. Each exchangeable share is structured with the intention of providing an economic return equivalent to one Brookfield Class A Share. As such, we refer to our company as a “paired entity” to Brookfield Corporation because (A) each exchangeable share (i) is exchangeable at the option of the holder for one Brookfield Class A Share or its cash equivalent (the form of payment to be determined at the election of Brookfield Corporation), plus all unpaid distributions, if any, subject to certain limitations as more fully described in this Form 20-F, and (ii) receives distributions at the same time and in the same amounts as dividends on the Brookfield Class A Shares as more fully described in Item 10.B “Memorandum and Articles of Association”, and (B) Brookfield Corporation owns, directly or indirectly, 100% of our class C shares. We therefore expect that the market price of our exchangeable shares should be impacted by the market price of the Brookfield Class A Shares and the business performance of Brookfield Corporation. However, there are certain material differences between the rights of holders of exchangeable shares and holders of the Brookfield Class A Shares under the governing documents of our company and Brookfield Corporation and applicable law, such as the right of holders of exchangeable shares to request an exchange of their exchangeable shares for an equivalent number of Brookfield Class A Shares or its cash equivalent (the form of payment to be determined at the election of Brookfield Corporation), the redemption right of our company, subject to the consent of Brookfield Corporation, and the right of Brookfield Corporation to require us to commence a liquidation of the company upon the occurrence of certain events. These material differences are described in the section entitled Item 10.B “Memorandum and Articles of Association”. Brookfield Corporation Brookfield Corporation is focused on deploying its capital on a value basis and compounding it over the long term. This capital is allocated across its three core pillars of alternative asset management, wealth solutions and its operating businesses. Employing a disciplined approach, Brookfield Corporation leverages its deep expertise as an owner and operator of real assets, as well as the scale and flexibility of capital, to create value and deliver strong risk-adjusted returns across market cycles. The Brookfield Class A Shares are listed on the NYSE and TSX under the symbol “BN”. Brookfield Corporation was formed by articles of amalgamation dated August 1, 1997 and is organized pursuant to articles of arrangement under the OBCA dated December 9, 2022. Brookfield Corporation’s head and registered office, as well as its principal executive offices, is located at Brookfield Place, 181 Bay Street, Suite 100, P.O. Box 762, Toronto, Ontario M5J 2T3, and its telephone number is +1 (416) 363-9491. For more information regarding Brookfield Corporation, see Item 7.B “Related Party Transactions” and Item 10.H “Documents on Display” for how you can obtain more information on Brookfield Corporation. Page 70 Table of Contents Price Range and Trading Volume of Brookfield Class A Shares The Brookfield Class A Shares are listed and posted for trading on the TSX under the symbol “BN”. The following table sets forth the price ranges (after accounting for the effect of special dividend) and trading volumes of the Brookfield Class A Shares as reported by the TSX for the periods indicated, in Canadian dollars: Brookfield Class A Shares High (C$)(1) Low (C$)(1) Volume(1) 2026 January 1, 2026 – March 23, 2026 68.44 52.04 180,763,255 2025 January 1, 2025 – March 31, 2025 60.46 46.77 157,525,980 April 1, 2025 – June 30, 2025 56.73 41.25 180,988,097 July 1, 2025 – September 30, 2025 68.39 55.33 163,621,109 October 1, 2025 – December 31, 2025 68.11 58.75 144,371,819 2024 January 1, 2024 – March 31, 2024 38.91 33.65 165,275,079 April 1, 2024 – June 30, 2024 41.07 35.18 178,713,334 July 1, 2024 – September 30, 2024 48.74 37.35 159,703,373 October 1, 2024 – December 31, 2024 58.43 47.17 156,003,153 2023 January 1, 2023 – March 31, 2023 34.33 25.95 185,562,468 April 1, 2023 – June 30, 2023 30.21 26.98 166,521,759 July 1, 2023 – September 30, 2023 32.63 28.16 155,044,195 October 1, 2023 – December 31, 2023 36.14 26.71 142,444,656 __________________________ (1)Adjusted to reflect the three-for-two stock split completed on October 9, 2025. Page 71 Table of Contents The Brookfield Class A Shares are listed and posted for trading on the NYSE under the symbol “BN”. The following table sets forth the price ranges and trading volumes of the Brookfield Class A Shares as reported by the NYSE for the periods indicated, in U.S. dollars: Brookfield Class A Shares High ($)(1) Low ($)(1) Volume(1) 2026 January 1, 2026 – March 23, 2026 49.57 37.93 327,466,597 2025 January 1, 2025 – March 31, 2025 41.85 32.39 246,777,356 April 1, 2025 – June 30, 2025 41.51 29.07 244,445,766 July 1, 2025 – September 30, 2025 49.47 40.53 242,111,790 October 1, 2025 – December 31, 2025 48.80 42.00 236,035,121 2024 January 1, 2024 – March 31, 2024 28.78 25.18 237,232,657 April 1, 2024 – June 30, 2024 30.07 25.45 355,171,999 July 1, 2024 – September 30, 2024 36.19 27.21 260,759,224 October 1, 2024 – December 31, 2024 41.63 34.72 164,360,524 2023 January 1, 2023 – March 31, 2023 25.65 18.83 265,493,095 April 1, 2023 – June 30, 2023 22.52 19.90 193,788,538 July 1, 2023 – September 30, 2023 24.15 20.75 215,337,694 October 1, 2023 – December 31, 2023 27.37 19.23 273,227,992 _________________________ (1)Adjusted to reflect the three-for-two stock split completed on October 9, 2025. Significant Subsidiaries The following table provides the name, the percentage of voting securities owned, or controlled or directed, directly or indirectly, by us, and the jurisdiction of incorporation, continuance, formation or organization of our significant subsidiaries as of December 31, 2025. Company Jurisdiction of Incorporation or Organization Percentage of voting securities owned or controlled (%) BWS Holdings Ltd. Bermuda 100% American National Group Inc. Delaware 100% Clearbrook Group Holdings Inc. Delaware 100% ITEM 4.D PROPERTY, PLANT AND EQUIPMENT Our company’s head and registered office is located at Ideation House, First Floor, 94 Pitts Bay Road, Pembroke, HM08, Bermuda. Our company is a holding company and our material assets consist solely of interests in our operating subsidiaries. We do not directly own any real property. See also the information contained in this Form 20-F above under the heading “Risk Factors — Risks Relating to Our Operating Subsidiaries and Industry” and below under the heading “Operating and Financial Review and Prospects”.