8-K

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

The following information, including Exhibit 99.1 to this Form 8-K, is being furnished, not filed, pursuant to Item 2.02 - Results of Operations and Financial Condition of Form 8-K.

On February 28, 2024, MBIA Inc. (“MBIA”) issued a press release announcing that the Registrant’s results of operations for the full year and the quarter ended December 31, 2023, were available via a financial results report on the Registrant’s website at https://investor.mbia.com/investor-relations/financial-information/default.aspx. A copy of the financial results report is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference to this Item 2.02 as if fully set forth herein.

The following information is being furnished, not filed, pursuant to Item 7.01 - Regulation FD Disclosure of Form 8-K. Information contained on MBIA’s website is not incorporated by reference into this Current Report on Form 8-K.

On February 28, 2024, MBIA will post on its website, www.mbia.com, under the section “Investor Relations – Financial Information – Operating Supplements,” a Quarterly Operating Supplement for the fourth quarter of 2023 and under the section “Investor Relations – Financial Information – Statutory Statements,” 2023 Quarterly Statements for the fourth quarter of 2023 and 2023 Annual Statements for each of MBIA Insurance Corporation and National Public Finance Guarantee Corporation. MBIA will also post on its website, under the section “Selected Exposures,” certain information on the Company’s insured portfolios as of December 31, 2023. The information will be posted as “MBIA Corp.’s Structured Finance Insured Portfolio,” “MBIA Corp.’s Non-U.S. Public Finance Insured Portfolio” and “National Public Finance Guarantee Corporation’s Insured Portfolio.” Information on National Public Finance Guarantee Corporation’s insured portfolio as of December 31, 2023 will also be posted on National Public Finance Guarantee Corporation’s website, www.nationalpfg.com, under the selection “Insured Portfolio.”

On or about February 29, 2024, MBIA will also post on its website, www.mbia.com, under the section “Investor Relations – Investor Inquiries/FAQs,” updated Frequently Asked Questions.

99.1 Full Year and Fourth Quarter 2023 Financial Results issued by MBIA Inc., dated February 28, 2024.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MBIA Inc. (NYSE:MBI) (the Company) today reported a consolidated GAAP net loss of $491 million, or $(10.18) per diluted common share, for 2023 compared to a consolidated GAAP net loss of $195 million, or $(3.92) per diluted common share, for 2022. The greater net loss for 2023 primarily resulted from reduced consolidated revenues and adverse losses and loss adjustment expenses (LAE) for MBIA Insurance Corporation (MBIA Corp.).

Book value per share was negative $32.56 as of December 31, 2023 compared with negative $16.07 as of December 31, 2022. The decrease in book value per share was primarily due to the consolidated net loss for 2023 and the $8.00 per share dividend paid to shareholders on December 22, 2023.

The Company also reported an Adjusted Net Loss (a non-GAAP measure defined in the attached Explanation of Non-GAAP Financial Measures) of $169 million or $(3.49) per diluted common share for 2023 compared with an Adjusted Net Loss of $145 million or $(2.90) per diluted common share for 2022. The greater Adjusted Net Loss for 2023 was primarily due to National’s greater losses and LAE, largely related to its Puerto Rico exposure.

Adjusted Net Income (Loss) provides investors with views of the Company’s operating results that management uses in measuring financial performance. Reconciliations of Adjusted Net Income (Loss) to net income, calculated in accordance with GAAP, are also attached.

Bill Fallon, MBIA’s Chief Executive Officer stated, “We were pleased to distribute value to our shareholders via the payment of the extraordinary dividend of $8.00 per share in December. MBIA Inc. retained about $235 million of National's fourth quarter 2023 dividend payments to enhance our holding company's liquidity position. Our focus remains on resolving our PREPA exposure and then resuming the process to sell the Company.”

The Company recorded a consolidated GAAP net loss of $138 million, or $(2.94) per diluted common share, for the fourth quarter of 2023 compared with a consolidated net loss of $52 million, or $(1.05) per diluted common share, for the fourth quarter of 2022. The greater net loss for the fourth quarter of 2023 was primarily due to greater net realized investment losses for National and the Corporate segment and higher losses and LAE for MBIA Corp., which were primarily related to changes in interest rates resulting in greater losses for the fourth quarter of 2023 versus loss benefits for the fourth quarter of 2022 on insured RMBS transactions.

The Company reported an Adjusted Net Loss for the fourth quarter of 2023 of $8 million or $(0.16) per share compared with Adjusted Net Income of $15 million or $0.30 per share for the fourth quarter

of 2022. The adverse result for 2023 as compared to 2022 was largely due to adverse losses and LAE for National, primarily related to National’s Puerto Rico exposure, lower net premiums earned for National and accelerated restricted stock expenses related to the payment of the December 22, 2023 extraordinary dividend to shareholders.

As of December 31, 2023, MBIA Inc.’s liquidity position totaled $411 million, consisting primarily of cash and cash equivalents and other liquid invested assets. There have been no purchases of MBIA shares since the third quarter of 2023. As of February 21, 2024, there was $71 million of remaining capacity under the Company’s share repurchase authorization and 50.9 million of the Company’s common shares outstanding.

National Public Guarantee Financial Corporation
National had statutory capital of $1.1 billion and claims-paying resources totaling $1.7 billion as of December 31, 2023, which reflects the impact of the as-of-right dividend of $97 million and the extraordinary dividend approved by the New York Department of Financial Services of $550 million that were paid in the fourth quarter of 2023. National’s total fixed income investments plus cash and cash equivalents had a book/adjusted carrying value of $1.4 billion as of December 31, 2023. National’s insured portfolio declined by $0.7 billion for the fourth quarter and $3.3 billion for the year, ending 2023 with $28.4 billion of gross par outstanding. National ended the year with a leverage ratio of gross par to statutory capital of 25 to 1, up from 16 to 1 at year-end 2022.

MBIA Insurance Corporation
The statutory capital of MBIA Corp. as of December 31, 2023 was $152 million and claims-paying resources totaled $504 million. As of December 31, 2023, MBIA Insurance Corporation’s total fixed income investments plus cash and cash equivalents had a book/adjusted carrying value of $192 million. MBIA Corp. ended 2023 with total gross par insured of $2.9 billion versus $3.4 billion at year-end 2022.

Conference Call
The Company will host a webcast and conference call for investors tomorrow, Thursday, February 29, 2024 at 8:00 AM (ET) to discuss its full year and fourth quarter 2023 financial results and other matters relating to the Company. The webcast and conference call will consist of brief remarks followed by a question and answer session.

The dial-in number for the call is (800) 245-3047 in the U.S. and (203) 518-9765 from outside the U.S. The conference call code is MBIAQ423. A live webcast of the conference call will also be accessible on www.mbia.com.

A replay of the conference call will become available approximately two hours after the completion of the call and will remain available until 11:59 p.m. on March 7 by dialing (800) 753-9134 in the U.S. or (402) 220-2678 from outside the U.S. In addition, a recorded replay of the call will become available on the Company's website approximately two hours after the completion of the call.

Forward-Looking Statements
This release includes statements that are not historical or current facts and are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words "believe,, "anticipate," "project," "plan," "expect," "estimate," "intend," "will," "will likely result," "looking forward," or "will continue," and similar expressions identify forward-looking statements. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected, including, among other factors, the possibility that MBIA Inc. or National will experience increased

credit losses or impairments on public finance obligations issued by state, local and territorial governments and finance authorities that are experiencing unprecedented fiscal stress; the possibility that loss reserve estimates are not adequate to cover potential claims; MBIA Inc.'s or National's ability to fully implement their strategic plan; changes in general economic and competitive conditions; and the impact on our insured portfolios or business operations caused by the global spread of the novel coronavirus COVID-19. These and other factors that could affect financial performance or could cause actual results to differ materially from estimates contained in or underlying MBIA Inc.'s or National's forward-looking statements are discussed under the "Risk Factors" section in MBIA Inc.'s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, which may be updated or amended in MBIA Inc.'s subsequent filings with the Securities and Exchange Commission. MBIA Inc. and National caution readers not to place undue reliance on any such forward-looking statements, which speak only to their respective dates. National and MBIA Inc. undertake no obligation to publicly correct or update any forward-looking statement if it later becomes aware that such result is not likely to be achieved.

MBIA Inc., headquartered in Purchase, New York is a holding company whose subsidiaries provide financial guarantee insurance for the public and structured finance markets. Please visit MBIA's website at www.mbia.com.

Explanation of Non-GAAP Financial Measures
The following are explanations of why the Company believes that the non-GAAP financial measures used in this press release, which serve to supplement GAAP information, are meaningful to investors.

Adjusted Net Income (Loss): Adjusted Net Income (Loss) is a useful measurement of performance because it measures income from the Company excluding its international and structured finance insurance segment, comprising the results of MBIA Corp. which given its capital structure and business prospects, we do not expect its financial performance to have a material impact on MBIA Inc. Also excluded from Adjusted Net Income (Loss) are investment portfolio realized gains and losses, gains and losses on financial instruments at fair value and foreign exchange, and realized gains and losses on extinguishment of debt. Adjusted Net Income (Loss) eliminates the tax provision (benefit) as a result of a full valuation allowance against the Company's net deferred tax asset. Trends in the underlying profitability of the Company's businesses can be more clearly identified without the fluctuating effects of the excluded items previously noted. Adjusted Net Income (Loss) as defined by the Company does not include all revenues and expenses required by GAAP. Adjusted Net Income (Loss) is not a substitute for and should not be viewed in isolation from GAAP net income.

Adjusted Net Income (Loss) per share represents that amount of Adjusted Net Income (Loss) allocated to each fully diluted weighted-average common share outstanding for the measurement period.

MBIA management further adjusts Adjusted Net Income (Loss) and Adjusted Net Income (Loss) per share by removing the impact of our U.S. public finance insurance segment VIE consolidations. GAAP requires the Company to consolidate certain VIEs that have issued debt obligations insured by the Company. However, since the Company does not own such VIEs, management uses certain measures that remove the impact of VIE consolidations for our U.S. public finance insurance segment in order to reflect financial exposure limited to its financial guaranty contracts.

Book Value adjustments: Management adjusts GAAP book value to remove the book value of MBIA Corp. and for certain items which the Company believes will reverse from GAAP book value through GAAP earnings and comprehensive income, as well as add in the impact of certain items which the Company believes will be realized in GAAP book value in future periods. The Company has limited

such adjustments to those items that it deems to be important when measuring financial performance and for which the likelihood and amount can be reasonably estimated. The following provides a description of management's adjustments to GAAP book value:

•

Negative book value of MBIA Corp. - We remove the negative book value of MBIA Corp. based on our view that given MBIA Corp.'s current financial condition, the regulatory regime in which it operates, the priority given to its policyholders, surplus note holders and preferred stock holders with respect to the distribution of assets, and its legal structure, it is not and will not likely be in a position to upstream any economic benefit to MBIA Inc. Further, MBIA Inc. does not face any material financial liability arising from MBIA Corp.

•

Net unrealized (gains) losses on available-for-sale ("AFS") securities excluding MBIA Corp. - We remove net unrealized gains and losses on AFS securities recorded in accumulated other comprehensive income since they will reverse from GAAP book value when such securities mature. Gains and losses from sales and impairment of AFS securities are recorded in book value through earnings.

•

Net unearned revenue in excess of expected losses of National- We include net unearned premium revenue in excess of expected losses. Net unearned premium revenue in excess of expected losses consists of the financial guarantee unearned premium revenue of National in excess of expected insurance losses, net of reinsurance and deferred acquisition costs. In accordance with GAAP, a loss reserve on a financial guarantee policy is only recorded when expected losses exceed the amount of unearned premium revenue recorded for that policy. As a result, we only add to GAAP book value the amount of unearned premium revenue in excess of expected losses for each policy in order to reflect the full amount of our expected losses. The Company's net unearned premium revenue will be recognized in GAAP book value in future periods, however, actual amounts could differ from estimated amounts due to such factors as credit defaults and policy terminations, among others.

Claims-paying Resources (CPR): CPR is a key measure of the resources available to National and MBIA Corp. to pay claims under their respective insurance policies. CPR consists of total financial resources and reserves calculated on a statutory basis. CPR has been a common measure used by financial guarantee insurance companies to report and compare resources and continues to be used by MBIA's management to evaluate changes in such resources. The Company has provided CPR to allow investors and analysts to evaluate National and MBIA Corp. using the same measure that MBIA's management uses to evaluate their resources to pay claims under their respective insurance policies. There is no directly comparable GAAP measure.

Leverage Ratio: Gross Par Outstanding divided by Statutory Capital (Policyholders' Surplus plus Contingency Reserve).

Please see the financial results tables in the 2023 Q4 Operating Supplement, which are available at https://investor.mbia.com/investor-relations/financial-information/default.aspx.


Connecticut	001-09583	06-1185706
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1 Manhattanville Road Suite 301
Purchase, New York		10577
(Address of Principal Executive Offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	MBI	New York Stock Exchange


			MBIA INC.

Date:	February 28, 2024	By:	/s/ William J. Rizzo
			William J. Rizzo Co-General Counsel


104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.