RENAISSANCERE HOLDINGS LTD·4

Mar 3, 4:12 PM ET

ODonnell Kevin 4

4 · RENAISSANCERE HOLDINGS LTD · Filed Mar 3, 2026

Research Summary

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RenaissanceRe (RNR) CEO Kevin O'Donnell Receives Awards; Tax Withholding

What Happened

  • Kevin O'Donnell, CEO of RenaissanceRe Holdings Ltd. (RNR), received two grants on 2026-03-01: 8,596 restricted shares and 25,788 performance-based restricted shares (total 34,384 shares; reported acquisition price $0.00).
  • On the same date, 4,679 shares were disposed (withheld) to cover withholding taxes related to prior vesting events: 1,595 @ $302.46 ($482,424), 1,068 @ $302.46 ($323,027), 1,039 @ $302.46 ($314,256), and 977 @ $302.46 ($295,503). Total withheld value ≈ $1,415,210.
  • These transactions are awards and tax-withholding disposals (award code A; tax withholding code F) — awards are not purchases, and the share disposals were to satisfy tax obligations rather than open-market sales.

Key Details

  • Transaction date: 2026-03-01; Form 4 filed 2026-03-03.
  • Grant details: 8,596 restricted shares vest in four equal annual installments beginning March 1, 2027 (F1). 25,788 performance-based restricted shares vest after the service period ending 12/31/2028 subject to performance and continued service; the award reported is the maximum possible (F2).
  • Withholding details: 4,679 shares withheld to pay taxes on vesting of prior grants from March 1 of 2022–2025 (F3–F6). These disposals are reported as "F" (payment of tax liability).
  • Shares owned after transaction: not specified in this filing.
  • Other: Some securities are held via a family limited partnership for immediate family members and may be deemed beneficially owned by the reporting person (F7). Exhibit 24 (Power of Attorney) is attached.

Context

  • Tax-withholding share dispositions are routine when restricted shares vest and do not necessarily signal trading intent; the CEO principally received new equity awards (potentially bullish for alignment).
  • The performance award vests only if multi-year service and performance metrics are met, so the full 25,788 may not ultimately vest.
  • No indication in this filing of a 10b5-1 plan or an open-market sale; disposals were specifically for tax withholding.

Insider Transaction Report

Form 4
Period: 2026-03-01
ODonnell Kevin
DirectorPres & Chief Executive Officer
Transactions
  • Award

    Common Stock

    [F1]
    2026-03-01+8,596425,785 total
  • Award

    Common Stock

    [F2]
    2026-03-01+25,788451,573 total
  • Tax Payment

    Common Stock

    [F3]
    2026-03-01$302.46/sh1,595$482,424449,978 total
  • Tax Payment

    Common Stock

    [F4]
    2026-03-01$302.46/sh1,068$323,027448,910 total
  • Tax Payment

    Common Stock

    [F5]
    2026-03-01$302.46/sh1,039$314,256447,871 total
  • Tax Payment

    Common Stock

    [F6]
    2026-03-01$302.46/sh977$295,503446,894 total
Holdings
  • Common Stock

    [F7]
    (indirect: By Partnership)
    1,079
Footnotes (7)
  • [F1]Grant of restricted shares of the issuer pursuant to the RenaissanceRe Holdings Ltd. First Amended and Restated 2016 Long Term Incentive Plan, as amended (the "2016 Plan"). These shares will vest in four equal annual installments beginning on March 1, 2027.
  • [F2]Grant of performance-based restricted common shares of the Issuer pursuant to the 2016 Plan. These shares will vest following the expiration of the service period on December 31, 2028, subject to the satisfaction of service- and performance-based vesting conditions. The amount awarded represents the maximum potential achievable number of shares. The number of shares that ultimately vests is a function of the issuer's average growth in book value per common share plus accumulated dividends and average underwriting expense ratio as compared to peers during the three-year performance period, and is subject to the reporting person's continued employment through the expiration of the service period.
  • [F3]Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on March 1, 2022.
  • [F4]Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on March 1, 2023.
  • [F5]Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on March 1, 2024.
  • [F6]Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on March 1, 2025.
  • [F7]These securities are owned and controlled by a family limited partnership for the benefit of immediate family members of the reporting person and may be deemed to be beneficially owned by the reporting person.
Signature
/s/ Molly E. Gardner, Attorney-in-Fact|2026-03-03

Documents

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