Form 11-K MBIA INC For: Dec 31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
For the fiscal year ended
or
( ) Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the Transition Period from __________ to __________
Commission File No. 1-9583
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Employee 401(k) Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
MBIA Inc.
1 Manhattanville Road
Suite 202
Purchase, NY 10577
Required Information
The MBIA Inc. Employee 401(k) Plan (the “Plan”) is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In lieu of the requirements of Items 1-3 of Form 11-K, the financial statements of the Plan and the supplemental schedule have been prepared in accordance with the financial reporting requirements of ERISA and are presented herein.
MBIA INC.
EMPLOYEE 401(k) PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2025 AND 2024
SUPPLEMENTAL SCHEDULE
AS OF DECEMBER 31, 2025
MBIA INC.
EMPLOYEE 401(k) PLAN
TABLE OF CONTENTS
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Page(s) |
2-3 |
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Financial Statements: |
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Statements of Net Assets Available for Benefits as of December 31, 2025 and 2024 |
4 |
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Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2025 |
5 |
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6-10 |
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Supplemental Schedule: |
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Schedule H, Line 4i |
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Schedule of Assets (Held at End of Year) as of December 31, 2025 |
11 |
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12 |
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Exhibits |
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Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm |
13 |
Schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, other than those listed above, have been omitted because they are not applicable.
1
Report of Independent Registered Public Accounting Firm
Plan Administrator and Participants
MBIA Inc. Employee 401(k) Plan
Purchase, New York
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the MBIA Inc. Employee 401(k) Plan(the “Plan”) as of December 31, 2025 and 2024, the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying ERISA-required Supplemental Schedule H, line 4i- Schedule of Assets (Held at End of Year) as of December 31, 2025 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test
BDO USA, P.C., a Virginia professional corporation, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.
BDO is the brand name for the BDO network and for each of the BDO Member Firms.
2
the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ BDO USA, P.C.
We have served as the Plan’s auditor since 2012.
Costa Mesa, CA
June 9, 2026
3
MBIA INC.
EMPLOYEE 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2025 AND 2024
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December 31, 2025 |
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December 31, 2024 |
Investments, at fair value (Note 5) |
$ |
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$ |
Notes receivable from participants |
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Net assets available for benefits |
$ |
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$ |
The accompanying notes are an integral part of these financial statements.
4
MBIA INC.
EMPLOYEE 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2025
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For the Year Ended December 31, 2025 |
Additions to net assets attributed to: |
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Net appreciation in fair value of investments |
$ |
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Interest and dividends |
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Contributions: |
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Participants |
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Employer |
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Total contributions |
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Total additions |
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Deductions from net assets attributed to: |
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Benefit distributions |
( |
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Total deductions |
( |
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Net increase |
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Net assets available for benefits: |
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Beginning of year |
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End of year |
$ |
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The accompanying notes are an integral part of these financial statements.
5
MBIA INC.
EMPLOYEE 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025 AND 2024
1. Plan Description
General and Contributions
The MBIA Inc. Employee 401(k) Plan (the "Plan") is a defined contribution plan for eligible employees of MBIA Inc. and Subsidiaries (the "Company" or “Employer”) who are at least
Effective January 1, 2025, higher catch-up annual contribution limits were implemented for employees aged 60-63.
The Plan is administered by the MBIA Inc. Investment Management Committee and the Plan’s assets are managed by Fidelity Management Trust Company ("Fidelity"), the investment advisor, trustee and custodian.
The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Participants should refer to the Summary Plan Description and Plan Document for specific information regarding Plan provisions.
Vesting and Forfeitures
Participant Accounts
Each participant has an account which is credited with the Company's contribution, participant’s contribution, and net results from the investment activities of the participant's account, reduced for any withdrawal activity and fees associated with certain participant initiated transactions and self-directed brokerage accounts. Upon retirement, disability, death or termination, a participant or beneficiary can elect to receive either a lump-sum distribution or installment distributions. The benefit to which a participant is entitled is the benefit that can be provided from the participants’ vested account.
6
MBIA INC.
EMPLOYEE 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025 AND 2024
Notes Receivable from Participants
A participant may borrow from his or her account a minimum of $
2. Summary of Accounting Policies
Basis of Accounting
The financial statements have been prepared under the accrual method of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
Use of Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, changes therein and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported changes in net assets available for benefits during the reporting period. Actual amounts could differ from those estimates.
Investments
The Plan’s investments are stated at fair value.
The Plan’s shares of mutual funds are valued at quoted market prices which represent the net asset value (“NAV”) of shares held by the Plan at each year end. The mutual funds held by the Plan are deemed to be actively traded. Investments in common stock, including the Company’s common stock and Exchange Traded Funds (“ETF”), are stated at fair value based on the last reported sales price on the last business day of the year in the active market in which the security is traded. The investments in the collective trusts are valued at NAV per unit, as determined by the trustee at year-end. The NAV is used as the practical expedient to estimate fair value. One of the Plan’s investment options includes a self-directed brokerage account which allows participants to establish a brokerage account and select various investments consisting of mutual funds and ETFs.
The preceding methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Purchases and sales of securities are recorded on a trade-date basis. Interest income from investments is recorded on an accrual basis. Dividend income is recorded on the ex-dividend date. The Plan's net appreciation in the fair value of its investments consists of realized gains and losses and unrealized appreciation and depreciation on investments.
7
MBIA INC.
EMPLOYEE 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025 AND 2024
Contributions
Contributions from eligible participants and matching Company contributions are recorded in the month the related payroll deductions are made.
Notes Receivable from Participants
Notes receivable from participants are stated at their unpaid principal balance, plus any accrued but unpaid interest. Loans outstanding are reflected as a receivable of the Plan. Interest income is recorded on an accrual basis. If a participant ceases to make loan repayments and the Plan administrator deems the participant loan to be in default, the participant loan balance is reduced and a benefit payment is recorded.
Payment of Benefits
Benefits are recorded when paid.
Administrative Expenses and Revenue Credit Account
Administrative expenses, which consist primarily of investment management, recordkeeping and auditing fees, are paid directly by the Company rather than from Plan assets, and are not reflected in the Plan’s financial statements. Fees charged by Fidelity relating to certain participant initiated transactions and fees associated with self-directed brokerage accounts are paid from the respective participants’ accounts.
The Plan may elect to allocate the revenue credit received from Fidelity, on a quarterly basis, to eligible participant’s accounts based on a defined formula. The amount allocated for the year ended December 31, 2025 was $
Fair Value Measurements
The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy under the Financial Accounting Standards Board, Accounting Standards Codification Topic 820, “Fair Value Measurement” are described as follows:
Level 1 – Valuations based on unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2 – Valuations based on: a) quoted prices for similar assets or liabilities in active markets, b) quoted prices for identical or similar assets or liabilities in inactive markets, c) inputs other than quoted prices that are observable for the asset or liability, and d) inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3 – Valuations based on inputs that are unobservable and supported by little or no market activity and that are significant to the overall fair value measurement.
To the extent that the valuation is based on inputs that are less observable or unobservable, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is more significant for the investments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Estimated values do not necessarily represent the
8
MBIA INC.
EMPLOYEE 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025 AND 2024
amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had the securities been readily marketable. The Plan has
3. Risks and Uncertainties
Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
4. Plan Termination
The Company has not expressed any intent to discontinue its contributions or terminate the Plan. However, it reserves the right to temporarily suspend contributions to or amend or terminate the Plan. Upon termination of the Plan, the accounts of all affected participants shall become fully vested, and the net assets of the Plan shall be distributed among the participants and beneficiaries of the Plan in proportion to their respective account balances, subject to the provisions of ERISA.
5. Investments
The Plan’s investment assets recorded at fair value have been categorized based upon a fair value hierarchy, as described in Note 2.
Assets at Fair Value as of December 31, 2025
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Level 1 |
Total |
Mutual funds |
$ |
$ |
Self-directed brokerage account |
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Common stock |
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Collective trusts measured at NAV |
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Total investments |
$ |
$ |
Assets at Fair Value as of December 31, 2024
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Level 1 |
Total |
Mutual funds |
$ |
$ |
Self-directed brokerage account |
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Common stock |
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Collective trust measured at NAV |
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Total investments |
$ |
$ |
9
MBIA INC.
EMPLOYEE 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
DECEMBER 31, 2025 AND 2024
The following table summarizes investments measured at fair value based on NAV per share as of December 31, 2025 and 2024, respectively.
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Fair Value 12/31/25 |
Fair Value 12/31/24 |
Unfunded Commitments |
Redemption Frequency (if currently eligible) |
Redemption Notice Period |
Collective trusts |
$ |
$ |
N/A |
Collective Trusts
The Plan has
6. Tax Status
Effective
GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more-likely-than-not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions, however, there are currently no audits for any tax periods in progress.
7. Related Party and Party-In-Interest Transactions
Certain Plan investments and shares of the Company’s common stock are managed by Fidelity, the investment advisor, trustee and custodian for the Plan. The investments with MBIA Inc. common stock were $
8. Subsequent Events
The Plan’s management has evaluated subsequent events through June 9, 2026, the date the financial statements were available to be issued. There were no subsequent events requiring adjustments to the financial statements or disclosures.
Effective January 1, 2026, employees that are eligible to make catch-up contributions and earn more than $
10
MBIA INC.
EMPLOYEE 401(k) PLAN
SCHEDULE H – LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EIN:
DECEMBER 31, 2025
(a) |
(b) Identity of Issue, Borrower, Lessor, or Similar Party |
(c) Description of Investments, Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value |
(d) Cost (1) |
(e)Current Value |
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Common stock: |
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* |
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$ |
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Mutual funds: |
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* |
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* |
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* |
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* |
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* |
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* |
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* |
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* |
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* |
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* |
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* |
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* |
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* |
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* |
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* |
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* |
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* |
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* |
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* |
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Collective trusts: |
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* |
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* |
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* |
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Total |
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$ |
(1) Cost is not required for participant-directed investments.
* Party-in-interest as defined by ERISA.
11
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
MBIA Inc.
Employee 401(k) Plan
Date: June 9, 2026 /s/ JOSEPH SCHACHINGER
Joseph Schachinger
Executive Vice President
Chief Financial Officer
Date: June 9, 2026 /s/ CONNIE ACCORDINO
Connie Accordino
Plan Administrator
12
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT