UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 0619, 2025 (August 14, 2025)

MBIA Inc.

(Exact name of Registrant as Specified in Its Charter)


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)

     Registrant’s Telephone Number, Including Area Code: 914 273-4545

    

     Not Applicable

    

(Former Name or Former Address, if Changed Since Last Report)

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


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

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).

Emerging growth company ☐

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. ☐

Item 28.0201 RESULTSOther OF OPERATIONS AND FINANCIAL CONDITIONEvents.

~~The~~On ~~following~~August ~~information~~14, ~~including~~2025, ~~Exhibit~~National ~~99.1~~sold toCustodial ~~this~~Receipts ~~Form~~(“CRs”) ~~8-K~~representing bankruptcy claims held by Argent Institutional Trust Company, isas ~~being~~custodian, ~~furnished~~in a series of transactions through the transfer of ownership of approximately $374 million face amount of CRs, ~~not~~representing ~~filed~~approximately 47% of the principal amount of National’s current bond claims in the PREPA Title III case. The bonds included in the corresponding CRs in this transaction had been fully satisfied by National’s insurance claim payments. This transaction reduces potential volatility and ongoing risk of remediation around National’s remaining PREPA exposure, ~~pursuant~~for which the Title III case continues to ~~Item~~remain 2uncertain and National continues to use its best efforts to strengthen its position.02 -National ~~Results~~completed similar transactions in October of ~~Operations~~2021 and ~~Financial~~January ~~Condition~~of 2022 through the transfer of ~~Form~~ownership ~~8-K~~of an aggregate amount of approximately $430 million face amount of bonds. Subsequent to the sale of these PREPA bankruptcy claims through the ownership of CRs, National does not retain any additional CRs for sale.

On August 6, 2025, MBIA Inc. (“MBIA”) issued a press release announcing that the Registrant’s results of operations for the quarter ended June 30, 2025 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. SIGNATURES

~~Item~~Pursuant ~~7.01.~~to ~~REGULATION~~the FDrequirements ~~DISCLOSURE~~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.

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.



			MBIA Inc.
Date:	August 19, 2025	By:	/s/ Gary A. Saunders
			Gary A. Saunders Co-General Counsel

On August 6, 2025, MBIA will post on its website, www.mbia.com, under the section “Investor Relations – Financial Information – Operating Supplements,” a Quarterly Operating Supplement for the second quarter of 2025 and under the section “Investor Relations – Financial Information – Statutory Statements,” 2025 Quarterly Statements for the second quarter of 2025 for each of MBIA Insurance Corporation and National Public Finance Guarantee Corporation. MBIA will also post on its website, under the section “Insured Portfolio,” the Company’s insured portfolios as of June 30, 2025. The information will be posted as “National Public Finance Guarantee Corporation’s Insured Portfolio,” “MBIA Corp.’s Non-U.S. Public Finance Insured Portfolio" and “MBIA Corp.’s Structured Finance Insured Portfolio.”

On or about August 7, 2025, MBIA will also post on its website, www.mbia.com, under the section “Investor Relations – Investor Inquiries / FAQs,” updated Investor Inquiries/FAQs.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

99.1 Second Quarter 2025 Financial Results issued by MBIA Inc., dated August 6, 2025.

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

SIGNATURES

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.
Date:	August 6, 2025	By:	/s/ William J. Rizzo
			William J. RizzoCo-General Counsel

Exhibit 99.1

MBIA Inc. Second Quarter 2025 Financial Results

August 6, 2025

MBIA Inc. (NYSE:MBI) (the Company) today reported a consolidated GAAP net loss of $56 million, or $(1.12) per share, for the second quarter of 2025 compared to a consolidated GAAP net loss of $254 million, or $(5.34) per share, for the second quarter of 2024. The favorable variance in net loss was primarily due to lower losses and loss adjustment expenses (LAE) at National Public Finance Guarantee Corporation (National) and lower investment and Variable Interest Entity (VIE) losses at MBIA Insurance Corporation (MBIA Corp.) compared with the second quarter of 2024. The lower losses and LAE at National largely resulted from a decrease in losses on its Puerto Rico Electric Power Authority (PREPA) exposure. The lower investment losses at MBIA Corp. largely resulted from a greater decline in the second quarter of 2024 in the fair value of recovery assets received associated with claims paid on Zohar collateralized debt obligations (CDOs). The lower VIE losses at MBIA Corp. resulted primarily from the deconsolidation of an insured VIE in the second quarter of 2024 with no comparable activity in the second quarter of 2025.

Book value per share was negative $43.14 as of June 30, 2025 compared with a negative $40.99 as of December 31, 2024. The decrease in book value per share since year-end 2024 was primarily due to the net loss for the first six months of 2025.

The Company also reported an Adjusted Net Loss (a non-GAAP measure defined in the attached Explanation of Non-GAAP Financial Measures) of $8 million or $(0.17) per diluted share for the second quarter of 2025 compared with an Adjusted Net Loss of $138 million or $(2.90) per diluted share for the second quarter of 2024. The lower net loss was primarily due to reduced loss and LAE expense at National largely due to its PREPA 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.

Year-to-Date ResultsThe Company recorded a consolidated GAAP net loss of $118 million, or $(2.40) per diluted common share, for the six months ended June 30, 2025 compared with a consolidated GAAP net loss of $340 million, or $(7.21) per diluted common share, for the first six months of 2024. The lower net loss for 2025 was primarily due to the higher losses and loss adjustment expenses (LAE) at National for 2024 associated with its PREPA exposure, greater investment losses at MBIA Corp. for 2024 primarily associated with fair valuing Zohar CDO related loss recovery assets, and greater VIE losses at MBIA Corp. for 2024 primarily from the repurchase of VIE liabilities and the deconsolidation of a VIE.

The Company’s non-GAAP Adjusted Net Loss for the six months ended June 30, 2025 was $16 million or $(0.33) per diluted share compared with an Adjusted Net Loss of $162 million or $(3.44) per diluted share for the first six months of 2024. The lower net loss was primarily due to reduced loss and LAE expense at National largely due to its PREPA exposure.

MBIA Inc.As of June 30, 2025, MBIA Inc.’s liquidity position totaled $355 million, consisting of cash and cash equivalents and liquid invested assets.

There were no purchases of MBIA Inc. shares during the second quarter of 2025. As of July 31, 2025, there was $71 million of remaining capacity under the Company’s share repurchase authorization and 50.5 million of the Company’s common shares outstanding.

National Public Finance Guarantee CorporationNational had statutory capital of $914 million and claims-paying resources totaling $1.5 billion as of June 30, 2025. National’s total fixed income investments plus cash and cash equivalents had a book/adjusted carrying value of $1.2 billion as of June 30, 2025. National’s insured portfolio declined by $0.6 billion during the quarter, ending the quarter with $24.2 billion of gross par outstanding. National ended the quarter with a leverage ratio of gross par to statutory capital of 26 to 1, compared to 28 to 1 at year-end 2024.

MBIA Insurance Corporation

The statutory capital of MBIA Insurance Corporation as of June 30, 2025 was $92 million and claims-paying resources totaled $346 million. MBIA Insurance Corporation’s total fixed income investments plus cash and cash equivalents had a book/adjusted carrying value of $154 million as of June 30, 2025.

Conference Call

The Company will host a webcast and conference call for investors tomorrow, Thursday, August 7 at 8:00 AM (ET) to discuss its second quarter 2025 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) 343-5172 in the U.S. and (203) 518-9856 from outside the U.S. The conference call code is MBIAQ225. 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 August 14 by dialing (800) 839-4016 in the U.S. or (402) 220-7240 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; and changes in general economic and competitive conditions. 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).

Contacts

MBIA Inc.

Greg Diamond, 914-765-3190

Managing Director, Head of Investor and Media Relations

greg.diamond@mbia.com

Please see the financial results tables in this quarter's Operating Supplement available at https://investor.mbia.com/investor-relations/financialinformation/default.aspx/.

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