{"url_path":"/sec/glre/8-k/2026-06-01/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1385613/0001385613-26-000078-index.html","accession_number":"0001385613-26-000078","cik":"0001385613","ticker":"GLRE","issuer_name":"GREENLIGHT CAPITAL RE, LTD.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1385613/0001385613-26-000078-index.html","primary_entity_key":"0001385613","primary_entity_name":"GREENLIGHT CAPITAL RE, LTD."},"word_count":433,"has_tables":true,"body_markdown":"Item 1.01. Entry into a Material Definitive Agreement\n\nAs part of recent share repurchase activity of Greenlight Capital Re, Ltd. (the “Company”), shareholder ownership percentages are increasing, including that of Chairman David Einhorn. The Company has determined that it is not in the Company's interest for Mr. Einhorn’s ownership percentage to increase further due to the likelihood of adverse tax consequences. Accordingly, the Company has entered into an agreement with an affiliate of Mr. Einhorn to repurchase Ordinary Shares (as defined below) so that his ownership percentage remains approximately constant.\n\nOn June 1, 2026, the Company entered into an Ordinary Share Repurchase Agreement (the “Agreement”) with the David M. Einhorn 2021-07 Family Trust (the “Seller”), an affiliate of Mr. Einhorn.\n\nPursuant to the Agreement, subject to certain terms and conditions, including customary representations, warranties and covenants, set forth therein:\n\n•the Company will repurchase from the Seller, and the Seller shall sell to the Company, that number of ordinary shares, par value $0.10 per share, of the Company (the “Ordinary Shares”), equal to 33% of the aggregate number of Ordinary Shares repurchased by the Company pursuant to and in accordance with a 10b5-1 plan that the Company intends to enter into on or about June 3, 2026 (the “June 10b5-1 Plan”) during the period beginning on the effective date of the June 10b5-1 Plan and ending on the trading day immediately preceding the closing date, rounded down to the nearest whole Ordinary Share; and\n\n•the purchase price per Ordinary Share payable by the Company to the Seller shall equal the weighted average price per Ordinary Share, excluding any commissions, paid by the Company in connection with any repurchases made pursuant to and in accordance with the June 10b5-1 Plan.\n\nThe transactions contemplated by the Agreement are expected to be consummated on or about August 3, 2026.\n\nThe Agreement may be terminated: (a) by written agreement of all parties; (b) by either the Company or the Seller if the closing has not occurred on or prior to August 3, 2026, provided that such failure to close is not caused by a breach by the terminating party; or (c) by either the Company or the Seller if the Company (i) does not enter into the June 10b5-1 Plan, or (ii) has not repurchased any Ordinary Shares pursuant to such plan by August 3, 2026.\n\nThe foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference."}