Business Context and Reporting Period
Company: GREENLIGHT CAPITAL RE, LTD.
Filing Type: Form 8-K (Current Report)
Date of Report: June 1, 2026
Reporting Period: Event-based report regarding a material definitive agreement entered into on June 1, 2026.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a specific share repurchase transaction.
Material Changes and Transaction Details
The Company entered into an Ordinary Share Repurchase Agreement with the David M. Einhorn 2021-07 Family Trust (an affiliate of Chairman David Einhorn). The transaction is designed to prevent Mr. Einhorn's ownership percentage from increasing further due to adverse tax consequences resulting from the Company's recent general share repurchase activity.
- Transaction Volume: The Company will repurchase a number of Ordinary Shares equal to 33% of the aggregate shares repurchased by the Company under a 10b5-1 plan intended to be entered into on or about June 3, 2026.
- Pricing Mechanism: The purchase price per share will equal the weighted average price per share (excluding commissions) paid by the Company for repurchases made under the aforementioned 10b5-1 plan.
- Expected Closing: On or about August 3, 2026.
- Termination Conditions: The agreement may be terminated if the closing does not occur by August 3, 2026, if the 10b5-1 plan is not entered into, or if no shares are repurchased under the plan by the closing date.
Guidance, Outlook, and Risks
Management Commentary: Management determined that maintaining Mr. Einhorn's ownership percentage at approximately constant levels is in the Company's interest to avoid adverse tax consequences.
Risks and Contingencies: The transaction is contingent upon the execution of the June 10b5-1 Plan and the successful repurchase of shares under that plan. Failure to meet these conditions allows either party to terminate the agreement.
Key Facts for Investor Verification
- Verify the execution and terms of the 10b5-1 Plan intended to be entered into on or about June 3, 2026, as the repurchase volume and price are directly tied to this plan.
- Monitor the closing date to ensure the transaction consummates on or about August 3, 2026.
- Review the full text of the Ordinary Share Repurchase Agreement (Exhibit 10.1) for specific representations, warranties, and covenants not detailed in this summary.
- Confirm the impact of this transaction on the Company's total share count and outstanding equity structure.