ODonnell Kevin 4

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.