GREENLIGHT CAPITAL RE, LTD. 8-K

What Happened Greenlight Capital Re, Ltd. (GLRE) announced on June 1, 2026 that it entered an Ordinary Share Repurchase Agreement with the David M. Einhorn 2021-07 Family Trust. The Company said shareholder ownership percentages—particularly Chairman David Einhorn’s—were increasing and, to avoid likely adverse tax consequences, it agreed to repurchase shares from the trust so his ownership percentage remains approximately constant. The agreement ties to a 10b5-1 repurchase plan the company intends to adopt on or about June 3, 2026, and the transactions are expected to be consummated on or about August 3, 2026.

Key Details

• Agreement date: June 1, 2026; counterparty: David M. Einhorn 2021-07 Family Trust (an affiliate of Mr. Einhorn).
• Repurchase amount: the trust will sell to the Company a number of Ordinary Shares equal to 33% of the aggregate shares repurchased under the June 10b5-1 Plan (rounded down to whole shares).
• Purchase price: equals the weighted average price per Ordinary Share paid by the Company for repurchases made under the June 10b5-1 Plan (commissions excluded).
• Timing/termination: Company plans the 10b5-1 Plan on/around June 3, 2026; expected closing on/around August 3, 2026. Agreement may terminate by mutual written consent, if closing hasn’t occurred by August 3 (absent a breach), or if the Company does not enter the 10b5-1 Plan or has not repurchased any shares under it by August 3, 2026.

Why It Matters This action prevents an increase in Chairman David Einhorn’s ownership percentage without changing his economic exposure, avoiding potential tax consequences the Company believes could arise from a larger concentrated stake. For investors, the move can affect share count dynamics—repurchases reduce outstanding shares but here some repurchased shares are directed from a related-party seller to maintain a specific ownership mix. The filing does not disclose a fixed dollar amount per share; price will be set by the weighted average of repurchases under the planned 10b5-1 program.