GLRE 8-K
Greenlight Capital Re, Ltd. (GLRE)
8-K
2026-08-04
For: 2026-08-04
View Original
Added on
August 05, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
(Exact name of registrant as specified in charter)
| N/A | ||||||||
(State or other jurisdiction of incorporation) | (Commission file number) | (IRS employer identification no.) | ||||||
| P.O. Box 31110 | ||||||||
| Grand Cayman | ||||||||
| (Address of principal executive offices) | (Zip code) | |||||||
(205 ) 291-3440
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement
As a result of ongoing and expected 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.
On August 4, 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.
Pursuant to the Agreement, subject to certain terms and conditions, including customary representations, warranties and covenants, set forth therein:
•the Company shall 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 in the open market, through privately negotiated transactions and/or pursuant to a Rule 10b5-1 trading plan, in each case, in accordance with the Company’s previously disclosed share repurchase plan approved by the Company’s board of directors on April 28, 2026, as described in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “Share Repurchase Authorization”), during the period beginning on August 7, 2026 and ending on October 26, 2026 (the “Period”), rounded down to the nearest whole Ordinary Share; and
•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 during the Period pursuant to and in accordance with the Share Repurchase Authorization.
The transactions contemplated by the Agreement are expected to be consummated on or about October 30, 2026.
The 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 October 30, 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 has not repurchased any Ordinary Shares pursuant to the Share Repurchase Authorization by October 26, 2026.
The 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.
Item 2.02 Results of Operations and Financial Condition
On August 4, 2026, Greenlight Capital Re, Ltd. (the "Registrant" or "Company") issued a press release announcing its financial results for the second quarter and six months ended June 30, 2026. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. In addition, a copy of the Company's investor presentation is furnished as Exhibit 99.2.
In accordance with general instruction B.2 to Form 8-K, the information set forth in this Item 2.02 (including Exhibits 99.1 and 99.2) shall be deemed “furnished” and not “filed” with the Securities and Exchange Commission for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| Exhibit No. | Description of Exhibit | |||||||
| 10.1 | ||||||||
| 99.1 | Earnings press release, "GREENLIGHT RE ANNOUNCES FINANCIAL RESULTS FOR SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 2026", dated August 4, 2026, issued by the Registrant. | |||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GREENLIGHT CAPITAL RE, LTD. | ||||||||
| (Registrant) | ||||||||
| By: | /s/ Steven Archambault | |||||||
| Name: | Steven Archambault | |||||||
| Title: | Chief Accounting Officer | |||||||
| Date: | August 4, 2026 | |||||||
Execution Version
ORDINARY SHARE REPURCHASE AGREEMENT
This Ordinary Share Repurchase Agreement, dated as of August 4, 2026 (this “Agreement”), is entered into by and between Greenlight Capital Re, Ltd., a Cayman Islands exempted company (the “Company”), and the David M. Einhorn 2021-07 Family Trust (the “Seller”), an affiliate of David Einhorn.
WHEREAS, Seller beneficially owns that number of Ordinary Shares (as defined below) set forth opposite its name on Schedule A of this Agreement;
WHEREAS, the Company intends to effectuate repurchases of Ordinary Shares during the period August 7, 2026 to October 26, 2026 (the “Period”) in the open market, through privately negotiated transactions and/or a Rule 10b5-1 stock trading plan pursuant to and in accordance with the Company’s previously disclosed share repurchase plan approved by the Board (as defined below) on April 28, 2026, which is described in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “Share Repurchase Authorization”); and
WHEREAS, in order to reduce the likelihood of any adverse tax consequences to holders of Ordinary Shares due to the repurchase of Ordinary Shares made by the Company during the Period pursuant to and in accordance with the Share Repurchase Authorization, the Company desires to repurchase from the Seller, and Seller desires to sell to the Company, that number of Ordinary Shares calculated pursuant to the formula set forth on Schedule B hereto (such Ordinary Shares being the “Repurchased Shares”), in the manner and for the consideration set forth below, on the terms and subject to the conditions of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises set forth in this Agreement and other valuable consideration, the receipt and sufficiency of which the parties to this Agreement hereby acknowledge, and upon the terms and subject to the conditions of this Agreement, the parties agree as follows:
1.Definitions. For purposes of this Agreement, capitalized terms used herein but not defined elsewhere in this Agreement shall have the meanings ascribed below.
“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided, that:
(a) no securityholder of the Company shall be deemed to be an Affiliate of any other securityholder solely by reason of any investment in the Company, and
(b) the Company, its Subsidiaries and any of the Company’s other controlled Affiliates shall not be deemed an Affiliate of Seller or any of its respective Affiliates.
For the purpose of this definition, the term “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
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“Board” means the board of directors of the Company.
“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City, New York or George Town, Cayman Islands are authorized by law to close.
“Closing” shall have the meaning ascribed to it in Section 3.1 of this Agreement.
“Closing Date” shall have the meaning ascribed to it in Section 3.1 of this Agreement.
“Code” means the Internal Revenue Code of 1986, as amended.
“Companies Act” means the Companies Act (as revised) of the Cayman Islands.
“Company Material Adverse Effect” means, with respect to the Company and its Subsidiaries, any event, change, occurrence, state of facts, development, circumstance or condition that, individually or in the aggregate, would, or would reasonably be expected to, prevent or delay the Repurchase.
“Exchange Act” shall have the meaning ascribed to it in Section 6.6 of this Agreement.
“Governmental Authority” means any transnational, or domestic or foreign, federal, state or local governmental authority, department, court, agency or official, including any political subdivision thereof.
“Investor Material Adverse Effect” means, with respect to Seller, any event, change, occurrence, state of facts, development, circumstance or condition that, individually or in the aggregate, would, or would reasonably be expected to, prevent or delay the Repurchase.
“Mems & Arts” means the Fourth Amended and Restated Memorandum and Articles of Association of Greenlight Capital Re, Ltd.
“Ordinary Shares” means the ordinary shares of the Company each having a par value of $0.10 per share, and any shares into which the Ordinary Shares may thereafter be converted or changed.
“Period” shall have the meaning ascribed to it in the second Whereas clause of this Agreement.
“Per Share Price” means an amount equal to the weighted average price per Ordinary Share, excluding any commissions, paid by the Company in connection with repurchases of Ordinary Shares made by the Company during the Period pursuant to and in accordance with the Share Repurchase Authorization, if any.
“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.
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“Purchase Price” shall have the meaning ascribed to it in Section 2.1 of this Agreement.
“Repurchased” shall have the meaning ascribed to it in Section 2.1 of this Agreement.
“Repurchased Shares” shall have the meaning ascribed to it in the third Whereas clause of this Agreement.
“Share Repurchase Authorization” shall have the meaning ascribed to it in the second Whereas clause of this Agreement.
“Subsidiary” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions that the Person directly or indirectly owns.
“Taxes” means any and all U.S. federal, state and local and foreign, or provincial taxes, assessments and other governmental charges, duties, impositions, levies, customs, tariffs, fees and liabilities of the same or similar nature of a tax, including taxes based upon or measured by gross receipts, income, profits, gain, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, alternative minimum, estimated, premium, goods and services, excise (including excise tax under Section 4501 of the Code), branch, capital stock, utility, net worth, stamp, property taxes as well as public imposts, fees and social security charges (including health, unemployment, workers’ compensation and pension insurance), whether direct or indirect or disputed or not, together with all interest, penalties and additions imposed with respect to such amounts or such interest, penalties, or additions.
2.Repurchase of Shares.
2.1Subject to the terms and conditions of this Agreement and provided that the Company effectuates repurchases of Ordinary Shares during the Period pursuant to and in accordance with the Share Repurchase Authorization, at the Closing (as defined below), Seller shall sell to the Company, and the Company shall repurchase from Seller, the Repurchased Shares in accordance with section 37 of the Companies Act, free and clear of any and all liens (other than those imposed under the Mems & Arts or applicable securities laws), for an aggregate cash purchase price (the “Purchase Price”) equal to the product of the number of Repurchased Shares multiplied by the Per Share Price (the “Repurchase”). Notwithstanding the foregoing and for the avoidance of doubt, if the Company does not repurchase any Ordinary Shares during the Period, the Seller shall not be obligated to sell any Ordinary Shares to the Company and the Company shall not be obligated to make any Repurchases from the Seller.
2.2The parties acknowledge and agree that, upon completion of the Repurchase, the Repurchased Shares repurchased hereunder shall be treated as cancelled on purchase in accordance with section 37(3)(g) of the Companies Act, whereupon all rights and incidents of ownership attaching to such Ordinary Shares shall cease. Subject to the completion of the Repurchase, Seller irrevocably acknowledges that the Company’s update of its register of members to reflect such cancellation shall be conclusive as to the cancellation and the Seller’s cessation of any rights in respect of the Repurchased Shares, and the Seller shall have no further right, title or interest therein as of the time of cancellation. For the avoidance of doubt, no dividends, distributions or other rights with a record date after the time of cancellation shall accrue to the Seller in respect of the cancelled Ordinary Shares.
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3.Closing.
3.1Time of Closing. The closing of the Repurchase (the “Closing”) shall take place telephonically and through the mutual exchange via electronic means of executed copies of documents (including in “portable document format” (.pdf) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document) on October 30, 2026, subject to the satisfaction or, to the extent permitted by applicable law, waiver of the conditions in Section 7 applicable to the Closing to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions) or at such other time and place as the Company and the Seller mutually agree (such date, the “Closing Date”).
3.2Closing Deliverables. Subject to the terms and conditions contained herein,
(a)At the Closing, Seller shall deliver or cause to be delivered to the Company:
(i)an irrevocable instruction, in a customary form reasonably satisfactory to the Company, directing the Company’s registered office provider to update the register of members to reflect the transfer to, and cancellation by, the Company of the Repurchased Shares;
(ii)the certificate of Seller that Section 7.2(d) requires; and
(iii)a duly completed Internal Revenue Service Form W-9 executed by Seller (or, if Seller is classified as an entity disregarded as separate from another Person for U.S. federal income Tax purposes, the Person that is treated as its regarded owner for those purposes).
(b)At the Closing, the Company shall deliver to Seller:
(i)aggregate cash consideration equal to the Purchase Price to an account that Seller designates in writing to the Company at least two Business Days prior to the Closing; and
(ii)the certificate of the Company that Section 7.1(d) requires.
4.Representations of the Company. The Company hereby represents and warrants to Seller that:
4.1Organization. The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands. The Company is duly licensed or qualified to transact business as a foreign corporation in each jurisdiction in which the conduct of its business requires licensing or qualification, except where failure to so qualify would not have a Company Material Adverse Effect.
4.2Authority. The Company has the corporate power and authority to execute, deliver and perform this Agreement and to carry out its obligations pursuant to this Agreement. The Company’s execution, delivery and performance of this Agreement and the consummation of the transactions that this Agreement contemplates have been duly authorized by all requisite corporate action on the part of the Company. The Company has duly and validly executed and delivered this Agreement and, assuming due authorization, execution and delivery by Seller, this Agreement constitutes (and each of the other documents to which the Company is or will be a party when executed and delivered at the Closing, will constitute) a valid and binding obligation of the Company enforceable against the Company in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles).
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4.3No Conflicts. None of the Company’s execution and delivery of this Agreement, nor the Company’s consummation of the transactions that this Agreement contemplates, will:
(a)conflict with or violate any provision of the Mems & Arts;
(b)violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would violate or constitute a default), result in the termination of or a right of termination or cancellation, or result in the loss of any benefit or require a payment or incur a penalty under any of the terms or provisions of any loan or credit agreement, indenture, debenture, note, bond, mortgage, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which the Company or any of its Subsidiaries is a party or accelerate the Company’s or, if applicable, any of its Subsidiaries’ obligations under any such Contract, except as would not reasonably be expected to have a Company Material Adverse Effect, after giving effect to the transactions that this Agreement contemplates; or
(c)violate any law or any judgment, ruling, order, writ, injunction or decree (collectively, “Judgments”) applicable to the Company or any Subsidiary of the Company or any of their respective properties or assets.
4.4Governmental Approvals. Except for the securities or blue sky laws of various states or filings required by or compliance with federal securities laws, no consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority is necessary for the Company’s execution and delivery of this Agreement, the Company’s performance of its obligations under this Agreement and the Company’s consummation of the transactions that this Agreement contemplates, other than any of those consents, approvals, filings, licenses, permits or authorizations, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
4.5Actions. As of the date of this Agreement, there is no action, suit, investigation or proceeding, governmental, regulatory or otherwise by or before any court or other Governmental Authority, pending or, to the knowledge of the Company, threatened, against the Company or any of its Subsidiaries that would reasonably be expected to prevent the Repurchase.
4.6No Other Representations or Warranties. Except for the representations and warranties that Section 5 expressly sets forth and those in any certificate delivered in connection with this Agreement, the Company acknowledges that no Person, including Seller,
(a)has made or is making any other express or implied representation or warranty with respect to Seller or its businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to the Company or any of its representatives or any information the Company or any of its representatives develops; or
(b)will have or be subject to any liability or indemnification obligation to the Company resulting from the delivery, dissemination or any other distribution to the Company or any of its representatives, or the use by the Company or any of its representatives, of any information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to the Company or any of its representatives.
The Company, on behalf of itself and on behalf of its Affiliates, expressly waives any such claim relating to the foregoing matters in this Section 4.6.
4.7No Brokers. Neither the Company nor any of its Subsidiaries is bound by or subject to any Contract with any Person that will result in Seller being obligated to pay any
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finder’s fees, brokerage or agent’s commissions or other like payments in connection with the consummation of the Repurchase.
5.Representations of Seller. Seller hereby represents and warrants to the Company that:
5.1Organization. Seller is an irrevocable grantor trust duly organized, validly existing and in good standing under the laws of the state of New York. Seller is duly licensed or qualified to transact business as a foreign corporation in each jurisdiction in which the conduct of its business requires such licensing or qualification, except where failure to so qualify would not have an Investor Material Adverse Effect.
5.2Ownership of Ordinary Shares. Seller is the beneficial and record owner of that number of fully paid Ordinary Shares set forth opposite its name on Schedule A hereto free and clear of any and all liens (other than those imposed under the Mems & Arts or applicable securities laws), and, at the Closing, Seller will deliver to the Company the Repurchased Shares free and clear of liens (other than those imposed under the Mems & Arts or applicable securities laws). Seller has not granted any rights to purchase any of the Ordinary Shares set forth opposite its name on Schedule A hereto to any other Person. Seller has the sole right to transfer all of the Ordinary Shares set forth opposite its name on Schedule A hereto to the Company.
5.3Authority. Seller has the corporate or other power and authority to execute, deliver and perform this Agreement and to carry out its obligations under this Agreement. Seller’s execution, delivery and performance of this Agreement and the consummation of the Repurchase and the transactions that this Agreement contemplates have been duly authorized by all requisite trust action on the part of Seller. Seller has duly and validly executed and delivered this Agreement and, assuming due authorization, execution and delivery by the Company, this Agreement constitutes (and each of the other documents to which Seller is or will be a party when executed and delivered at the Closing, will constitute) a valid and binding obligation of Seller enforceable against Seller in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles).
5.4No Conflict. Seller’s execution, delivery and performance of this Agreement, and the consummation of the Repurchase and the transactions that this Agreement contemplates, will not:
(a)conflict with or violate any provision of its organizational documents;
(b)violate any law or Judgment applicable to Seller or any of its properties or assets, except as would not reasonably be expected to have an Investor Material Adverse Effect; or
(c)violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would violate or constitute a default), result in the termination of or a right of termination or cancellation, or result in the loss of any benefit or require a payment or incur a penalty, in each case, under any of the terms or provisions of any Contract to which Seller is a party or accelerate Seller’s obligations under any Contract, except as would not reasonably be expected to have an Investor Material Adverse Effect.
5.5Governmental Approvals. Except for the securities or blue sky laws of the various states or filings required by or compliance with federal securities laws, no consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority is necessary for Seller’s execution and delivery of this Agreement, Seller’s performance of its obligations under this Agreement and Seller’s consummation of the Repurchase and the transactions that this Agreement contemplates, other than those consents, approvals, filings, licenses, permits or authorizations, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have an Investor Material Adverse Effect.
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5.6Actions. As of the date of this Agreement, there is no action, suit, investigation or proceeding, governmental, regulatory or otherwise by or before any court or other Governmental Authority, pending or, to the knowledge of Seller, threatened, against Seller that would reasonably be expected to have an Investor Material Adverse Effect.
5.7Tax Liability. Seller has reviewed with its own Tax advisors the U.S. federal, state and local and foreign Tax consequences of the transactions that this Agreement contemplates. Seller has relied solely on its advisors and not on any statements or representations of the Company or any of its agents regarding Tax consequences to Seller that may result from the transactions that this Agreement contemplates. Seller confirms that it (and not the Company) shall be responsible for any Tax liability of Seller that may arise as a result of the Repurchase and the transactions that this Agreement contemplates. To the extent required by applicable U.S. federal income Tax law, the Company shall be permitted to deduct and withhold from any amounts payable to Seller pursuant to this Agreement any Taxes that the Company is required to withhold under the Code. For the avoidance of doubt, the Company shall have no obligation to “gross up” or otherwise increase any payment to Seller to account for any such withholding, and any amounts so withheld shall be treated as having been paid to Seller for all purposes of this Agreement.
5.8Access to Data. Seller has had access to and has had the opportunity to review, the information and records of the Company deemed sufficient by Seller for purposes of conducting Seller’s own independent review and analysis of the Company’s business, prospects and financial condition. Seller has had an opportunity to discuss the Company’s business, management and financial affairs with its management to its satisfaction. Seller has also had an opportunity to ask questions of officers of the Company, which questions were answered to Seller’s satisfaction. Seller acknowledges the value of the Repurchased Shares may be or become higher than the Per Share Price payable on the Closing Date, and Seller acknowledges that it has received all information it has deemed appropriate or necessary to enable Seller to evaluate its decision to sell the Repurchased Shares to the Company.
5.9No Reliance. Seller and its representatives may have received, and may continue to receive from the Company and its representatives, certain estimates, projections, forecasts and other forward-looking information regarding the Company and its Subsidiaries. Seller acknowledges that:
(a)there are uncertainties inherent in attempting to make these estimates, projections, forecasts and other forward-looking statements with respect to which Seller is familiar;
(b)Seller is making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts and other forward-looking information so furnished; and
(c)Seller will have no claim against the Company or any of its Subsidiaries, or any of their respective representatives, with respect thereto.
5.10No Other Company Representations or Warranties. Except for the representations and warranties that Section 4 expressly sets forth, and in any certificate delivered in connection with this Agreement, Seller hereby acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person,
(a)has made or is making any other express or implied representation or warranty with respect to the Company or its respective Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to Seller any of its representatives or any information developed by Seller or any of its representatives; or
(b)will have or be subject to any liability or indemnification obligation to Seller resulting from the delivery, dissemination or any other distribution to Seller or any of its representatives, or the use by Seller or any of its representatives, of any
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information, documents, estimates, projections, forecasts or other forward-looking information, business plans or other material developed by or provided or made available to Seller or any of its representatives.
Seller, on behalf of itself and on behalf of its controlled Affiliates, expressly waives any such claim relating to the foregoing matters in this Section 5.10.
5.11Independent Review. Seller acknowledges (for itself and on behalf of its Affiliates and representatives) that it has conducted, to its satisfaction, its own independent investigation with such investment, legal, Tax, accounting and other advisers as it deemed necessary of the business, operations, assets and financial condition of the Company and its Subsidiaries and, in making its determination to proceed with the Repurchase and the transactions that this Agreement contemplates, including Seller’s sale of the Repurchased Shares. Seller and its representatives have relied exclusively on the results of their own independent investigation without reliance on any representation or warranty of the Company other than those contained in Section 4 of this Agreement or any advice from the Company.
5.12No Brokers. Neither Seller nor any of its Affiliates is bound by or subject to any Contract with any Person that will result in the Company being obligated to pay any finder’s fees, brokerage or agent’s commissions or other like payments in connection with the consummation of the Repurchase.
5.13Tax. As of the date of this Agreement, other than as set forth opposite Seller’s name on Schedule A hereto, Seller does not have beneficial or record ownership of any Ordinary Shares, stock or other equity interest (for U.S. federal income Tax purposes) in the Company. None of Seller, David Einhorn or any of David Einhorn’s controlled Affiliates has any plan or intention to acquire record or beneficial ownership of any additional Ordinary Shares, stock or other equity interest (for U.S. federal income Tax purposes) in the Company. Seller is a U.S. person as defined under Section 7701(a)(31) of the Code. The Internal Revenue Service Form W-9 that Seller will provide to the Company at Closing pursuant to Section 3.2(a)(iii) is valid and accurate.
6.Covenants.
6.1[RESERVED]
6.2[RESERVED]
6.3Fees and Expenses. Each party agrees that no party shall be required to bear any fees or expenses of the other party in connection with this Agreement or the transactions contemplated hereby.
6.4Acknowledgement and Consent. Notwithstanding anything herein to the contrary and for the avoidance of doubt, Seller acknowledges and agrees that the Company shall be under no obligation to effectuate any repurchases of Ordinary Shares during the Period.
6.5Transferability of Ordinary Shares. Seller hereby acknowledges and agrees that, prior to the Closing, it shall not transfer any Ordinary Shares set forth opposite its name on Schedule A hereto under any circumstances to any other Person, other than to the Company in connection with the Closing.
6.6Rule 16b-3. Prior to the Closing, the Board shall adopt resolutions exempting the Repurchase under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in substantially the form mutually agreed by the parties prior to the date hereof. The Company shall provide the Seller a copy of such adopted resolutions.
6.7[RESERVED]
6.8Cooperation on Cancellation. Seller shall take all actions and execute all documents reasonably requested by the Company to effect the transfer to, and cancellation by, the Company of the Repurchased Shares, including to enable prompt update of the Company’s register of members.
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6.9Public Announcements. Except as may be required by applicable law, no party shall make any public announcements or otherwise communicate with any news media with respect to this Agreement or any of the transactions that this Agreement contemplates, without prior consultation with the other parties as to the timing and contents of any announcement or communications; provided, however, that nothing contained in this Agreement shall prevent any party from promptly making all filings with, or required by, any governmental entity or disclosures with the stock exchange, if any, on which the Ordinary Shares are listed, as may, in its judgment, be required in connection with the execution and delivery of this Agreement or the consummation of the Repurchase and the transactions that this Agreement contemplates, in each case following a reasonable opportunity to review and comment by the other party.
7.Conditions to Closing.
7.1Conditions to Seller’s Obligations. The obligations of Seller to consummate the transactions that this Agreement contemplates to be consummated at the Closing is subject to the satisfaction of the following conditions, any of which may be waived in writing by Seller.
(a)No Judgments. No temporary or permanent Judgment shall have been enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority nor shall any proceeding brought by a Governmental Authority seeking any of the foregoing be pending, or any applicable law shall be in effect enjoining or otherwise prohibiting consummation of the transactions to be consummated on such Closing Date.
(b)Representations and Warranties and Covenants of the Company. The representations and warranties of the Company set forth in Section 4 shall be true and correct (with respect to representations qualified by materiality or Company Material Adverse Effect) or true and correct in all respects (with respect to all other representations), in each case, as of the date of this Agreement and as of the Closing as though made on and as of that date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case the representation and warranty shall be true and correct as of such earlier date).
(c)Performance of Obligations of the Company. The Company shall have performed, in all material respects, all obligations that this Agreement requires to be performed by it on or prior to the Closing Date.
(d)Delivery of a Certificate. The Company shall have delivered a certificate to Seller, executed by the Company or one or more of its duly authorized representatives, as the case may be, as to the matters referred to in Sections 7.1(b) and 7.1(c).
(e)Calculation of Number of Repurchased Shares and Per Share Price. At least one Business Day prior to the Closing, the Company shall have delivered to Seller a certificate setting forth (i) the number of Repurchased Shares, and the calculation thereof, and (ii) the Per Share Price, and the calculation thereof.
7.2Conditions to the Company’s Obligations. The obligation of the Company to consummate the transactions that this Agreement contemplates to be consummated at the Closing is subject to the satisfaction of the following conditions, any of which may be waived in writing by the Company.
(a)No Judgments. No temporary or permanent Judgment shall have been enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority nor shall any proceeding brought by a Governmental Authority seeking any of the foregoing be pending, or any applicable law shall be in effect enjoining or otherwise prohibiting consummation of the transactions to be consummated on the Closing Date.
(b)Representations and Warranties and Covenants of Seller. The representations and warranties of the Seller set forth in Section 5 (other than Section 5.2)
9
shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Investor Material Adverse Effect” or words of similar import set forth therein) as of the date of this Agreement and as of the Closing as though made on and as of that date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct has not had, and would not be reasonably expected to have, an Investor Material Adverse Effect. The representations and warranties of Seller set forth in Section 5.2 shall be true and correct in all respects as of the date of this Agreement and as of the Closing as though made on and as of that date.
(c)Performance of the Obligations of Seller. Seller shall have performed, in all material respects, all obligations required by this Agreement to be performed by it on or prior to the Closing Date.
(d)Delivery of a Certificate. Seller shall have delivered a certificate to the Company, executed by Seller or one or more duly authorized representatives thereof, as the case may be, as to the matters referred to in Section 7.2(b) and 7.2(c).
8.Termination.
8.1This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing:
(a)by written agreement of all of the parties;
(b)by either the Company, on the one hand, or the Seller, on the other hand, by giving written notice of the termination to the party or parties if the Closing shall not have occurred on or prior to October 30, 2026 and the failure of the Closing to occur is not caused by a breach of this Agreement by the party or parties seeking to terminate this Agreement pursuant to this Section 8.1(b); or
(c)by either the Company, on the one hand, or the Seller, on the other hand, if the Company has not repurchased any Ordinary Shares pursuant to the Share Repurchase Authorization by October 26, 2026.
8.2In the event of any termination of this Agreement pursuant to this Section 8, this Agreement shall be terminated, and there shall be no further liability or obligation under this Agreement on the part of any party; provided, however, that nothing contained in this Agreement (including this sentence) will relieve any party from liability for any breach of any of its representations, warranties, covenants or agreements set forth in this Agreement.
9.Miscellaneous.
9.1Survival. The covenants made in this Agreement that by their terms are to be performed following the Closing (including the covenants, agreements and restrictions set forth in Section 6 and this Section 9) shall survive the Closing and remain operative and in full force and effect until terminated in accordance with their respective terms. Regardless of any purported general termination of this Agreement, the provisions of Sections 8.2 and 9 shall remain operative and in full force and effect, unless the Company and the Seller execute a writing that expressly terminates such rights and obligations as between the Company, on the one hand, and the Seller, on the other hand.
9.2Notices. All notices, requests and other communications to any party hereunder shall be in writing (including in “portable document format” (.pdf) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document) and shall be given:
10
if to the Company:
Greenlight Capital Re, Ltd.
65 Market Street
Suite 1207, Jasmine Court
P.O. Box 31110
Camana Bay
Grand Cayman, KY1-1205
Cayman Islands
Attention: David Sigmon, General Counsel
Email: [email protected]
if to Seller:
The David M. Einhorn 2021-07 Family Trust
c/o DME Capital Management, LP
140 E 45th Street
24th Floor
New York, NY 10017
Attention: Andrew Weinfeld and Daniel Roitman, Trustees
Email: [email protected] and
with a copy to:
David Einhorn
c/o DME Capital Management, LP
140 E 45th Street
24th Floor
New York, NY 10017
Attention: David Einhorn
Email: [email protected]
or such other address, email address or facsimile number as a party may hereafter specify for the purpose by notice to the other parties. All notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and the day is a Business Day; provided, however, that all electronic submissions shall be deemed received only upon confirmation of receipt. Otherwise, any notice, request or communication shall be deemed not to have been received until the next succeeding Business Day.
9.3Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Cayman Islands, without regard to the conflicts of laws rules of such jurisdiction.
9.4Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions
11
contemplated hereby shall be brought in the Cayman Islands, and each of the parties irrevocably consents to the jurisdiction of those courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.
9.5WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS THAT THIS AGREEMENT CONTEMPLATES.
9.6Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, among the parties with respect to the subject matter of this Agreement.
9.7Amendment; Waiver. Any provision of this Agreement may be amended or waived if, but only if, the amendment or waiver is in writing and is signed, in the case of an amendment, by each party, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
9.8Counterparts; E-Signatures. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party shall have received a counterpart of this Agreement signed by all of the other parties. Until and unless each party has received a counterpart of this Agreement signed by the other parties, this Agreement shall have no effect, and no party shall have any right or obligation under this Agreement (whether by virtue of any other oral or written agreement or other communication). Except as expressly set forth in this Agreement, no provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the parties and their respective successors and assigns.
9.9Interpretation. The section headings contained in this Agreement are for convenience only and shall not in any way affect the meaning or interpretation of this Agreement. Unless the context specifically requires to the contrary, when used in this Agreement:
(a)the words “include”, “includes” or “including” mean “including, without limitation”;
(b)the word “or” means “one or more of”;
(c)the word “party” means each of the Company and Seller;
(d)references to a particular section shall refer to a section or subsection of this Agreement;
(e)references to a particular schedule or exhibit are references to the schedules or exhibits of this Agreement;
(f)references to the singular shall include the plural, and vice versa; and
12
(g)references to a particular gender shall include all genders as well as unspecified genders.
9.10Successors and Assigns. Except as otherwise provided in this Agreement, neither this Agreement nor any of the rights or obligations under this Agreement shall be assigned, in whole or in part (except by operation of law pursuant to a merger whose purpose is not to avoid the provisions of this Agreement), by any party without the prior written consent of the other parties. Subject to the foregoing and except as provided in this Agreement, this Agreement shall bind and inure to the benefit of and be enforceable by the parties and their respective permitted successors and assigns.
9.11Severability. If a court of competent jurisdiction or other authority holds any term, provision, covenant or restriction of this Agreement to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions that this Agreement contemplates is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions that this Agreement contemplates be consummated as originally contemplated to the fullest extent possible.
9.12Expenses. Except as otherwise provided in this Agreement, each of the parties will bear and pay all other costs and expenses incurred by it or on its behalf in connection with the Repurchase and the transactions that this Agreement contemplates.
9.13Remedies. Each party acknowledges the other parties would be irreparably damaged, and that money damages would not be an adequate remedy, if any of the covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or right it may have, the non-breaching party shall be entitled, without proof of damages, to enforce any provision of this Agreement by a decree of specific performance and shall have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach. All rights, powers and remedies provided under this Agreement or otherwise available in respect of this Agreement at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by the party.
[Remainder of Page Left Blank Intentionally]
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In witness whereof, the parties have caused this Agreement to be executed as of the day and year first above written.
COMPANY: | ||||||||
| GREENLIGHT CAPITAL RE, LTD. | ||||||||
| By: | /s/ Faramarz Romer | |||||||
| Name: Faramarz Romer | ||||||||
| Title: Chief Financial Officer | ||||||||
[Signature Page to Ordinary Share Repurchase Agreement]
| THE DAVID M. EINHORN 2021-07 FAMILY TRUST | ||||||||
| By: | /s/ Andrew Weinfield | |||||||
| Name: Andrew Weinfeld | ||||||||
| Title: Independent Trustee | ||||||||
| By: | /s/ Daniel Roitman | |||||||
| Name: Daniel Roitman | ||||||||
| Title: Independent Trustee | ||||||||
[Signature Page to Ordinary Share Repurchase Agreement]
SCHEDULE A
Seller Name | Number of Ordinary Shares Beneficially Owned | |||||||
The David M. Einhorn 2021-07 Family Trust | 1,284,428 | |||||||
SCHEDULE B
Calculation of Repurchased Shares
The number of Repurchased Shares will be a number of Ordinary Shares equal to 33% of the aggregate number of Ordinary Shares repurchased by the Company during the Period pursuant to and in accordance with the Share Repurchase Authorization, rounded down to the nearest whole Ordinary Share.
GREENLIGHT RE ANNOUNCES FINANCIAL RESULTS FOR SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 2026
Repurchases $14.2 million of ordinary shares
GRAND CAYMAN, Cayman Islands – August 4, 2026 – Greenlight Capital Re, Ltd. (NASDAQ: GLRE) (“Greenlight Re” or the “Company”) today reported its financial results for the second quarter and six months ended June 30, 2026.
Second quarter 2026 Highlights (all comparisons are to second quarter 2025 unless noted otherwise):
•Gross premiums written increased 2% to $183.1 million;
•Net premiums earned increased $0.2 million to $161.8 million;
•Net underwriting loss of $0.2 million, compared to underwriting income of $8.1 million;
•Combined ratio of 100.1%, compared to 95.0%, driven by CAT losses;
•Total investment loss of $23.8 million, compared to loss of $7.8 million;
•Net loss of $29.6 million, or $0.89 per diluted ordinary share, compared to net income of $0.3 million, or $0.01 per diluted ordinary share;
•Repurchased $14.2 million of ordinary shares at an average cost of $17.69 per share; and
•Fully diluted book value per share decreased 3.7% to $20.61, from $21.40 at March 31, 2026.
Six months ended June 30, 2026 Highlights (all comparisons are to the same period in 2025):
•Gross premiums written decreased 4% to $411.1 million;
•Net premiums earned decreased 4% to $316.0 million;
•Net underwriting income of $6.0 million compared to underwriting income of $0.3 million;
•Combined ratio of 98.1%, compared to 99.9%;
•Total investment income of $16.6 million, compared to $32.7 million;
•Net income of $6.2 million, or $0.18 per diluted ordinary share, compared to $30.0 million, or $0.87 per diluted ordinary share;
•Repurchased $19.2 million of shares at an average cost of $17.42 per share; and
•Fully diluted book value per share increased 0.9% to $20.61, from $20.43 at December 31, 2025.
From July 1, 2026, to August 3, 2026, the Company has repurchased an additional $3.9 million of ordinary shares at an average price of $16.42 per share.
Greg Richardson, Chief Executive Officer of Greenlight Re, stated, “Volatility is inherent in our business, and this quarter is a good reminder of the important role we play in helping our clients when they need us most. We have taken a prudent approach to our Middle East exposure and have set up appropriate reserves this quarter. I am pleased with our portfolio as we continue to demonstrate discipline and manage capital in a softening market.”
David Einhorn, Chairman of the Board of Directors, said, “The second quarter was a challenging investment period. Gains from our long portfolio offset losses in our short portfolio, and we had drag from macro, which detracted about 5%. Solasglas remains conservatively positioned during this uncertain environment, while the overall equity market remains very expensive.”
Greenlight Capital Re, Ltd. Second Quarter 2026 Earnings Call
Greenlight Re will host a live conference call to discuss its financial results on Wednesday, August 5, 2026, at 9:00 a.m. Eastern Time. Dial-in details:
U.S. toll free 1-877-407-9753
International 1-201-493-6739
The conference call can also be accessed via webcast at:
https://event.webcasts.com/starthere.jsp?ei=1731033&tp_key=3e1d0e751f
A telephone replay will be available following the call through August 11, 2026. The replay of the call may be accessed by dialing 1-877-660-6853 (U.S. toll free) or 1-201-612-7415 (international), access code 13755437. An audio file of the call will also be available on the Company’s website, www.greenlightre.com.
###
Non-GAAP Financial Measures
In presenting the Company’s results, management has included fully diluted book value per share as a financial measure that is not calculated under standards or rules that comprise accounting principles generally accepted in the United States (GAAP). This measure is referred to as a non-GAAP measure. The non-GAAP measure may be defined or calculated differently by other companies. Management believes the measure allows for a more thorough understanding of the Company’s performance. The non-GAAP measure may not be comparable to similarly titled measures reported by other companies and should be used to monitor our results and should be considered in addition to, and not viewed as a substitute for those measures determined in accordance with GAAP. Reconciliation of the measure to the most comparable GAAP figures is included in the attached financial information in accordance with Regulation G.
Forward-Looking Statements
This news release contains forward-looking statements concerning Greenlight Capital Re, Ltd. and/or its subsidiaries (the “Company”) within the meaning of the U.S. federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. federal securities laws. These statements involve risks and uncertainties that could cause actual results to differ materially from those contained in forward-looking statements made on the Company’s behalf. These risks and uncertainties include any suspension or revocation of any of our licenses; losses from catastrophes; the loss of significant brokers; the performance of Solasglas Investments, LP; a downgrade or withdrawal of our A.M. Best ratings; the carry values of our investments made under our Greenlight Re Innovations segment may differ significantly from those that would be used if we carried these investments at fair value; and other factors described in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), as those factors may be updated from time to time in our periodic and other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statements, which speak only as to the date of this release, whether as a result of new information, future events, or otherwise, except as provided by law.
About Greenlight Capital Re, Ltd.
Greenlight Re (www.greenlightre.com) provides multiline property and casualty insurance and reinsurance through its licensed and regulated reinsurance entities in the Cayman Islands and Ireland, and its Lloyd’s platform, Greenlight Innovation Syndicate 3456. The Company complements its underwriting activities with a non-traditional investment approach designed to achieve higher rates of return over the long term than reinsurance companies that exclusively employ more traditional investment strategies. The Company’s innovations unit, Greenlight Re Innovations, supports technology innovators in the (re)insurance space by providing investment capital, risk capacity, and access to a broad insurance network.
Investor Relations Contact
Jeremy Hellman
Vice President, The Equity Group Inc.
(212) 836-9626
GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(expressed in thousands of U.S. dollars, except per share and share amounts)
| June 30, 2026 | December 31, 2025 | ||||||||||
| (Unaudited) | |||||||||||
| Assets | |||||||||||
| Investments | |||||||||||
| Investment in related party investment fund, at fair value | $ | 493,409 | $ | 504,555 | |||||||
| Other investments | 64,925 | 62,911 | |||||||||
| Fixed maturity investments, at fair value | 172,865 | 65,609 | |||||||||
| Total investments | 731,199 | 633,075 | |||||||||
| Cash and cash equivalents | 76,322 | 111,756 | |||||||||
| Restricted cash and cash equivalents | 526,793 | 531,976 | |||||||||
| Reinsurance balances receivable | 640,870 | 664,381 | |||||||||
| Reinsurance recoverable on unpaid loss and loss adjustment expenses | 94,790 | 81,392 | |||||||||
| Deferred acquisition costs | 96,703 | 99,954 | |||||||||
| Unearned premiums ceded | 63,107 | 39,223 | |||||||||
| Other assets | 8,800 | 8,026 | |||||||||
| Total assets | $ | 2,238,584 | $ | 2,169,783 | |||||||
| Liabilities and equity | |||||||||||
| Liabilities | |||||||||||
| Loss and loss adjustment expense reserves | 983,774 | 967,960 | |||||||||
| Unearned premium reserves | 406,490 | 361,704 | |||||||||
| Reinsurance balances payable | 98,437 | 95,853 | |||||||||
| Funds withheld | 33,100 | 16,105 | |||||||||
| Other liabilities | 10,348 | 15,460 | |||||||||
| Debt | 8,753 | 4,724 | |||||||||
| Total liabilities | 1,540,902 | 1,461,806 | |||||||||
| Shareholders' equity | |||||||||||
Preferred share capital (par value $0.10; none issued) | — | — | |||||||||
Ordinary share capital (par value $0.10; issued and outstanding, 32,881,538) (2025: par value $0.10; issued and outstanding, 33,897,709) | 3,288 | 3,390 | |||||||||
| Additional paid-in capital | 462,563 | 478,910 | |||||||||
| Retained earnings | 231,831 | 225,677 | |||||||||
| Total shareholders' equity | 697,682 | 707,977 | |||||||||
| Total liabilities and equity | $ | 2,238,584 | $ | 2,169,783 | |||||||
GREENLIGHT CAPITAL RE, LTD.
CONDENSED CONSOLIDATED RESULTS OF OPERATIONS
(expressed in thousands of U.S. dollars, except percentages and per share amounts)
| Three months ended June 30 | Six months ended June 30 | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||||||||||||
| Underwriting results: | ||||||||||||||||||||||||||
| Gross premiums written | $ | 183,118 | $ | 179,628 | $ | 411,056 | $ | 427,573 | ||||||||||||||||||
| Gross premiums ceded | (36,309) | (15,101) | (80,773) | (43,649) | ||||||||||||||||||||||
| Net premiums written | $ | 146,809 | $ | 164,527 | $ | 330,283 | $ | 383,924 | ||||||||||||||||||
| Change in net unearned premium reserves | 15,004 | (2,886) | (14,325) | (53,820) | ||||||||||||||||||||||
| Net premiums earned | $ | 161,813 | $ | 161,641 | $ | 315,958 | $ | 330,104 | ||||||||||||||||||
| Net loss and LAE incurred: | ||||||||||||||||||||||||||
| Current year | (111,367) | (97,032) | (205,011) | (215,698) | ||||||||||||||||||||||
| Prior year | (716) | (3,047) | 1,773 | (7,265) | ||||||||||||||||||||||
| Net loss and LAE incurred | (112,083) | (100,079) | (203,238) | (222,963) | ||||||||||||||||||||||
| Acquisition costs | (44,034) | (46,848) | (92,996) | (93,714) | ||||||||||||||||||||||
| Underwriting expenses | (5,886) | (6,481) | (13,691) | (12,839) | ||||||||||||||||||||||
| Deposit interest expense | (46) | (124) | (78) | (273) | ||||||||||||||||||||||
| Net underwriting income (loss) | (236) | 8,109 | 5,955 | 315 | ||||||||||||||||||||||
| Investment results: | ||||||||||||||||||||||||||
Income (loss) from investment in Solasglas | (27,857) | (18,276) | 5,832 | 13,921 | ||||||||||||||||||||||
| Net investment income | 4,076 | 10,470 | 10,807 | 18,757 | ||||||||||||||||||||||
| Total investment income (loss) | (23,781) | (7,806) | 16,639 | 32,678 | ||||||||||||||||||||||
| Corporate and other expenses | (4,717) | (4,755) | (10,459) | (9,427) | ||||||||||||||||||||||
| Foreign exchange gains (losses) | (576) | 6,271 | (5,481) | 10,626 | ||||||||||||||||||||||
| Interest expense | (128) | (1,144) | (227) | (2,608) | ||||||||||||||||||||||
| Income tax expense | (158) | (346) | (273) | (1,628) | ||||||||||||||||||||||
| Net income | $ | (29,596) | $ | 329 | $ | 6,154 | $ | 29,956 | ||||||||||||||||||
| Earnings per share | ||||||||||||||||||||||||||
| Basic | $ | (0.89) | $ | 0.01 | $ | 0.18 | $ | 0.88 | ||||||||||||||||||
| Diluted | $ | (0.89) | $ | 0.01 | $ | 0.18 | $ | 0.87 | ||||||||||||||||||
| Underwriting ratios: | ||||||||||||||||||||||||||
| Current year loss ratio | 68.8 | % | 60.0 | % | 64.9 | % | 65.3 | % | ||||||||||||||||||
| Prior year reserve development ratio | 0.4 | % | 1.9 | % | (0.6) | % | 2.2 | % | ||||||||||||||||||
| Loss ratio | 69.3 | % | 61.9 | % | 64.3 | % | 67.5 | % | ||||||||||||||||||
| Acquisition cost ratio | 27.2 | % | 29.0 | % | 29.4 | % | 28.4 | % | ||||||||||||||||||
| Composite ratio | 96.5 | % | 90.9 | % | 93.8 | % | 95.9 | % | ||||||||||||||||||
| Underwriting expense ratio | 3.7 | % | 4.1 | % | 4.4 | % | 4.0 | % | ||||||||||||||||||
| Combined ratio | 100.1 | % | 95.0 | % | 98.1 | % | 99.9 | % | ||||||||||||||||||
The following tables present the Company’s results by segment and on a consolidated basis:
GREENLIGHT CAPITAL RE, LTD.
SEGMENT RESULTS OF OPERATIONS (unaudited)
(expressed in thousands of U.S. dollars)
Three months ended June 30, 2026
| Open Market | Innovations | Corporate | Total Consolidated | ||||||||||||||||||||
| Gross premiums written | $ | 152,202 | $ | 30,916 | $ | — | $ | 183,118 | |||||||||||||||
| Net premiums written | $ | 128,249 | $ | 18,560 | $ | — | $ | 146,809 | |||||||||||||||
| Net premiums earned | $ | 136,945 | $ | 24,868 | $ | — | $ | 161,813 | |||||||||||||||
| Net loss and LAE incurred | (94,945) | (15,375) | (1,763) | (112,083) | |||||||||||||||||||
| Acquisition costs | (38,399) | (5,635) | — | (44,034) | |||||||||||||||||||
| Other underwriting expenses | (4,602) | (1,284) | — | (5,886) | |||||||||||||||||||
| Deposit interest expense, net | (46) | — | — | (46) | |||||||||||||||||||
| Underwriting income (loss) | (1,047) | 2,574 | (1,763) | (236) | |||||||||||||||||||
| Net investment income (loss) | 4,409 | (479) | 146 | 4,076 | |||||||||||||||||||
| Corporate and other expenses | — | (579) | (4,138) | (4,717) | |||||||||||||||||||
| Income (loss) from investment in Solasglas | (27,857) | (27,857) | |||||||||||||||||||||
| Foreign exchange gains (losses) | (576) | (576) | |||||||||||||||||||||
| Interest expense | (128) | (128) | |||||||||||||||||||||
| Income (loss) before income taxes | $ | 3,362 | $ | 1,516 | $ | (34,316) | $ | (29,438) | |||||||||||||||
| Underwriting ratios: | |||||||||||||||||||||||
| Loss ratio | 69.3 | % | 61.8 | % | NM* | 69.3 | % | ||||||||||||||||
| Acquisition cost ratio | 28.0 | % | 22.7 | % | NM* | 27.2 | % | ||||||||||||||||
| Composite ratio | 97.3 | % | 84.5 | % | NM* | 96.5 | % | ||||||||||||||||
| Underwriting expenses ratio | 3.4 | % | 5.2 | % | NM* | 3.7 | % | ||||||||||||||||
| Combined ratio | 100.7 | % | 89.7 | % | NM* | 100.1 | % | ||||||||||||||||
*Not Meaningful
GREENLIGHT CAPITAL RE, LTD.
SEGMENT RESULTS OF OPERATIONS (unaudited)
(expressed in thousands of U.S. dollars)
Three months ended June 30, 2025
| Open Market | Innovations | Corporate | Total Consolidated | ||||||||||||||||||||
| Gross premiums written | $ | 152,333 | $ | 27,596 | $ | (301) | $ | 179,628 | |||||||||||||||
| Net premiums written | $ | 142,111 | $ | 22,716 | $ | (300) | $ | 164,527 | |||||||||||||||
| Net premiums earned | $ | 140,554 | $ | 21,386 | $ | (299) | $ | 161,641 | |||||||||||||||
| Net loss and LAE incurred | (83,475) | (15,244) | (1,360) | (100,079) | |||||||||||||||||||
| Acquisition costs | (40,900) | (6,012) | 64 | (46,848) | |||||||||||||||||||
| Other underwriting expenses | (4,861) | (1,620) | — | (6,481) | |||||||||||||||||||
| Deposit interest expense, net | (124) | — | — | (124) | |||||||||||||||||||
| Underwriting income (loss) | 11,194 | (1,490) | (1,595) | 8,109 | |||||||||||||||||||
| Net investment income | 5,629 | 431 | 4,410 | 10,470 | |||||||||||||||||||
| Corporate and other expenses | — | (602) | (4,153) | (4,755) | |||||||||||||||||||
| Income from investment in Solasglas | (18,276) | (18,276) | |||||||||||||||||||||
| Foreign exchange gains (losses) | 6,271 | 6,271 | |||||||||||||||||||||
| Other income | — | — | |||||||||||||||||||||
| Interest expense | (1,144) | (1,144) | |||||||||||||||||||||
| Income (loss) before income taxes | $ | 16,823 | $ | (1,661) | $ | (14,487) | $ | 675 | |||||||||||||||
| Underwriting ratios: | |||||||||||||||||||||||
| Loss ratio | 59.4 | % | 71.3 | % | NM* | 61.9 | % | ||||||||||||||||
| Acquisition cost ratio | 29.1 | % | 28.1 | % | NM* | 29.0 | % | ||||||||||||||||
| Composite ratio | 88.5 | % | 99.4 | % | NM* | 90.9 | % | ||||||||||||||||
| Underwriting expenses ratio | 3.5 | % | 7.6 | % | NM* | 4.1 | % | ||||||||||||||||
| Combined ratio | 92.0 | % | 107.0 | % | NM* | 95.0 | % | ||||||||||||||||
*Not Meaningful
GREENLIGHT CAPITAL RE, LTD.
SEGMENT RESULTS OF OPERATIONS
(expressed in thousands of U.S. dollars)
Six months ended June 30, 2026
| Open Market | Innovations | Corporate | Total Consolidated | ||||||||||||||||||||
| Gross premiums written | $ | 332,549 | $ | 78,509 | $ | (2) | $ | 411,056 | |||||||||||||||
| Net premiums written | $ | 279,544 | $ | 50,741 | $ | (2) | $ | 330,283 | |||||||||||||||
| Net premiums earned | $ | 265,926 | $ | 50,034 | $ | (2) | $ | 315,958 | |||||||||||||||
| Net loss and LAE incurred | (170,175) | (31,301) | (1,762) | (203,238) | |||||||||||||||||||
| Acquisition costs | (79,611) | (13,385) | — | (92,996) | |||||||||||||||||||
| Other underwriting expenses | (10,345) | (3,346) | — | (13,691) | |||||||||||||||||||
| Deposit interest expense, net | (78) | — | — | (78) | |||||||||||||||||||
| Underwriting income (loss) | 5,717 | 2,002 | (1,764) | 5,955 | |||||||||||||||||||
| Net investment income (loss) | 9,544 | 615 | 648 | 10,807 | |||||||||||||||||||
| Corporate and other expenses | — | (1,301) | (9,158) | (10,459) | |||||||||||||||||||
| Income (loss) from investment in Solasglas | 5,832 | 5,832 | |||||||||||||||||||||
| Foreign exchange gains (losses) | (5,481) | (5,481) | |||||||||||||||||||||
| Interest expense | (227) | (227) | |||||||||||||||||||||
| Income (loss) before income taxes | $ | 15,261 | $ | 1,316 | $ | (10,150) | $ | 6,427 | |||||||||||||||
| Underwriting ratios: | |||||||||||||||||||||||
| Loss ratio | 64.0 | % | 62.6 | % | NM* | 64.3 | % | ||||||||||||||||
| Acquisition cost ratio | 29.9 | % | 26.8 | % | NM* | 29.4 | % | ||||||||||||||||
| Composite ratio | 93.9 | % | 89.4 | % | NM* | 93.8 | % | ||||||||||||||||
| Underwriting expenses ratio | 3.9 | % | 6.7 | % | NM* | 4.4 | % | ||||||||||||||||
| Combined ratio | 97.8 | % | 96.1 | % | NM* | 98.1 | % | ||||||||||||||||
*Not Meaningful
GREENLIGHT CAPITAL RE, LTD.
SEGMENT RESULTS OF OPERATIONS
(expressed in thousands of U.S. dollars)
Six months ended June 30, 2025
| Open Market | Innovations | Corporate | Total Consolidated | ||||||||||||||||||||
| Gross premiums written | $ | 373,042 | $ | 55,062 | $ | (531) | $ | 427,573 | |||||||||||||||
| Net premiums written | $ | 337,720 | $ | 46,687 | $ | (483) | $ | 383,924 | |||||||||||||||
| Net premiums earned | $ | 290,195 | $ | 40,391 | $ | (482) | $ | 330,104 | |||||||||||||||
| Net loss and LAE incurred | (196,238) | (25,590) | (1,135) | (222,963) | |||||||||||||||||||
| Acquisition costs | (81,781) | (12,045) | 112 | (93,714) | |||||||||||||||||||
| Other underwriting expenses | (9,658) | (3,181) | — | (12,839) | |||||||||||||||||||
| Deposit interest expense, net | (273) | — | — | (273) | |||||||||||||||||||
| Underwriting income (loss) | 2,245 | (425) | (1,505) | 315 | |||||||||||||||||||
| Net investment income | 11,400 | 879 | 6,478 | 18,757 | |||||||||||||||||||
| Corporate and other expenses | — | (1,174) | (8,253) | (9,427) | |||||||||||||||||||
| Income from investment in Solasglas | 13,921 | 13,921 | |||||||||||||||||||||
| Foreign exchange gains (losses) | 10,626 | 10,626 | |||||||||||||||||||||
| Other income | — | — | |||||||||||||||||||||
| Interest expense | (2,608) | (2,608) | |||||||||||||||||||||
| Income (loss) before income taxes | $ | 13,645 | $ | (720) | $ | 18,659 | $ | 31,584 | |||||||||||||||
| Underwriting ratios: | |||||||||||||||||||||||
| Loss ratio | 67.6 | % | 63.4 | % | NM* | 67.5 | % | ||||||||||||||||
| Acquisition cost ratio | 28.2 | % | 29.8 | % | NM* | 28.4 | % | ||||||||||||||||
| Composite ratio | 95.8 | % | 93.2 | % | NM* | 95.9 | % | ||||||||||||||||
| Underwriting expenses ratio | 3.4 | % | 7.9 | % | NM* | 4.0 | % | ||||||||||||||||
| Combined ratio | 99.2 | % | 101.1 | % | NM* | 99.9 | % | ||||||||||||||||
*Not Meaningful
GREENLIGHT CAPITAL RE, LTD.
KEY FINANCIAL MEASURES AND NON-GAAP MEASURES
Management uses certain key financial measures, some of which are not prescribed under U.S. GAAP rules and standards (“non-GAAP financial measures”), to evaluate our financial performance, financial position, and the change in shareholder value. Generally, a non-GAAP financial measure, as defined in SEC Regulation G, is a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented under U.S. GAAP. We believe that these measures, which may be calculated or defined differently by other companies, provide consistent and comparable metrics of our business performance to help shareholders understand performance trends and facilitate a more thorough understanding of the Company’s business. Non-GAAP financial measures should not be viewed as substitutes for those determined under U.S. GAAP.
We use the following non-GAAP financial measure in this news release.
Fully Diluted Book Value Per Share
Our primary financial goal is to increase fully diluted book value per share over the long term. We use fully diluted book value as a financial measure in our incentive compensation plan.
We believe that long-term growth in fully diluted book value per share is the most relevant measure of our financial performance because it provides management and investors a yardstick to monitor the shareholder value generated. Fully diluted book value per share may also help our investors, shareholders, and other interested parties form a basis of comparison with other companies within the property and casualty reinsurance industry. Fully diluted book value per share should not be viewed as a substitute for the most comparable U.S. GAAP measure, which in our view is the basic book value per share.
We calculate basic book value per share as (a) ending shareholders' equity, divided by (b) the total ordinary shares issued and outstanding, as reported in the consolidated financial statements.
Fully diluted book value per share represents basic book value per share combined with any dilutive impact of in-the-money stock options and all outstanding restricted stock units, or “RSUs”. We believe these adjustments better reflect the ultimate dilution to our shareholders.
The following table presents a reconciliation of the fully diluted book value per share to basic book value per share (the most directly comparable U.S. GAAP financial measure):
| June 30, 2026 | March 31, 2026 | December 31, 2025 | September 30, 2025 | June 30, 2025 | |||||||||||||||||||||||||
| Numerator for basic and fully diluted book value per share: | |||||||||||||||||||||||||||||
| Total equity as reported under U.S. GAAP | $ | 697,682 | $ | 741,172 | $ | 707,977 | $ | 658,889 | $ | 663,318 | |||||||||||||||||||
Denominator for basic and fully diluted book value per share: | |||||||||||||||||||||||||||||
| Ordinary shares issued and outstanding as reported and denominator for basic book value per share | 32,881,538 | 33,684,902 | 33,897,709 | 34,099,226 | 34,198,153 | ||||||||||||||||||||||||
Add: In-the-money stock options (1) and all outstanding RSUs | 972,651 | 950,199 | 755,997 | 757,505 | 775,124 | ||||||||||||||||||||||||
| Denominator for fully diluted book value per share | 33,854,189 | 34,635,101 | 34,653,706 | 34,856,731 | 34,973,277 | ||||||||||||||||||||||||
| Basic book value per share | $ | 21.22 | $ | 22.00 | $ | 20.89 | $ | 19.32 | $ | 19.40 | |||||||||||||||||||
Increase (decrease) in basic book value per share | $ | (0.78) | $ | 1.11 | $ | 1.57 | $ | (0.08) | $ | 0.10 | |||||||||||||||||||
Increase (decrease) in basic book value per share | (3.5) | % | 5.3 | % | 8.1 | % | (0.4) | % | 0.5 | % | |||||||||||||||||||
| Fully diluted book value per share | $ | 20.61 | $ | 21.40 | $ | 20.43 | $ | 18.90 | $ | 18.97 | |||||||||||||||||||
Increase (decrease) in fully diluted book value per share | $ | (0.79) | $ | 0.97 | $ | 1.53 | $ | (0.07) | $ | 0.10 | |||||||||||||||||||
Increase (decrease) in fully diluted book value per share | (3.7) | % | 4.7 | % | 8.1 | % | (0.4) | % | 0.5 | % | |||||||||||||||||||
(1) Assuming net exercise by the grantee.
Q2 2026 Investor Presentation NASDAQ: GLRE
Cautionary Note Regarding Forward-Looking Statements and Non-GAAP Measures and Investment Disclosures This Investor Presentation (this “Presentation”) is intended solely for the informational purposes of the persons to whom it is presented in connection with the quarterly earnings results of Greenlight Capital Re, Ltd. (the “Company”). This Presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and we intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. federal securities laws. These forward-looking statements may be identified by a reference to a future period or by the use of forward-looking terminology. Forward looking statements are typically identified by words such as “expect”, “believe”, “anticipate”, “outlook”, “estimate”, “goal” and “strategy” or conditional verbs such as “will” and “may” or the negative of these terms, although not all forward-looking statements contain these words, and include statements relating to market opportunity, our strategic priorities, strategic growth and return on equity projections. These statements involve risks and uncertainties that could cause actual results to differ materially from those contained in forward-looking statements made on the Company’s behalf. These risks and uncertainties include; any suspension or revocation of any of our licenses; losses from catastrophes; the loss of significant brokers; the performance of Solasglas Investments, LP; a downgrade or withdrawal of our A.M. Best ratings; the carry values of our investments made under our Greenlight Re Innovations pillar may differ significantly from those that would be used if we carried these investments at fair value; and other factors described in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), as those factors may be updated from time to time in our periodic and other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. The Company undertakes no obligation to publicly update or revise any forward-looking statements, which speak only as to the date of this Presentation, whether as a result of new information, future events, or otherwise, except as provided by law. In presenting the Company’s results, management has included the following financial measure that is not calculated under standards or rules that comprise generally accepted accounting principles in the United States (“GAAP”): fully diluted book value per share. This non-GAAP measure may be defined or calculated differently by other companies. Management believes this measure allows for a more thorough understanding of the underlying business. Non-GAAP measures may not be comparable to similarly titled measures reported by other companies and should be used to monitor our results and should be considered in addition to, and not viewed as a substitute for those measures determined in accordance with GAAP. Reconciliations to the most comparable GAAP figures can be found at the back of this Presentation. This Presentation also contains certain figures and metrics that are unaudited, including, for example, growth in gross premiums written and other mid-year financial information. All information provided for Solasglas Investments, LP is for informational purposes only and should not be deemed as investment advice or a recommendation to purchase or sell any specific security. Performance returns reflect the total returns, net of fees and expenses. Returns are net of either the modified high water mark performance allocation of 10% or the standard 20% performance allocation. All figures are unaudited. Greenlight Re and DME Advisors, LP (“DME”) do not undertake to update any information contained herein as a result of audit adjustments or other corrections. Past performance is not indicative of future results. Actual returns may differ from the returns presented. greenlightre.com 2
Greenlight Re: Introduction greenlightre.com 3
Designed to achieve higher rates of return over the long term than more traditional fixed income investment strategies Low correlation to underwriting Liquid portfolio Use investment to gain optionality in (re)insurance opportunities Capture capital appreciation from early-stage investments Target ability to influence strategic direction and future participation rights in each deal Open Market Reinsurance Underwriting Innovations Underwriting & Investments Value Oriented Investments (Solasglas Investments, LP) greenlightre.com 4 Three Strategic Pillars to Drive Book Value Growth Our three pillars create a diversified earnings profile—enabling us to pursue consistent, long-term returns for shareholders Provide reinsurance globally, on both proportional and non-proportional bases Maintain a highly diversified book with the flexibility to adjust line concentration based on market conditions Business is primarily sourced through global reinsurance brokers Long-short strategy reduces market exposure
greenlightre.com 5 Greenlight Re Overview and Highlights Our strategic focus is driving underwriting excellence with respect to each and every decision we make 1. Multiline includes our Funds at Lloyd's business. 2. Gross premiums written is for the trailing 12 months. Business mix chart represents gross premiums written by line of business for trailing twelve months. 3. Refers to fully diluted BVPS growth. Fully diluted BVPS is a non-GAAP measure. See Appendix for non-GAAP measure rationale and reconciliation to the most comparable GAAP measure. Period measured: December 31, 2021 through June 30, 2026. 4. During the second quarter of 2026, we repurchased 803,364 ordinary shares at an aggregate cost of $14.2 million at an average price of $17.69 per share. Also, through August 3, 2026, we repurchased a further 240,194 ordinary shares at an aggregate cost of $3.9 million at an average cost of $16.42. 5. Debt leverage (calculated as total debt divided by shareholders’ equity) has significantly decreased in recent years from 12 percent at year-end 2023 to 1% as of Q2 2026 close. 3 Offices in Strategic International Locations $757M Gross Premiums Written2 $2.2B Q2 2026 Total assets $23.1M Value of shares repurchased in 20264 “A” (Excellent) AM Best Financial Strength Rating (Stable Outlook) $698M Q2 2026 Shareholders’ Equity 47.3% 2022-2026 Cumulative Book Value Growth3 20+ Years Operating History 1% Total Debt Leverage5 Diverse Business Mix1 Specialty 23% Casualty 9% Financial 14% Health 1% Multiline 43% Property 10%
A+ (Superior) (stable outlook) A.M. Best Financial Strength Rating United Kingdom Syndicate 3456 (Lloyd’s) A (Excellent) (stable outlook) A.M. Best Financial Strength Rating Cayman Islands Greenlight Reinsurance, Ltd. greenlightre.com 6 Group Structure Our lean, flexible platform provides global market access via three strategically located jurisdictions: A (Excellent) (stable outlook) A.M. Best Financial Strength Rating • Irish regulated subsidiary enables efficient access to EU and London markets • Solvency II jurisdiction • Access to strong local (re)insurance talent pool • Underwriters in this office focus on global specialty business • Access to Lloyd’s network, brand and ratings • Global licenses to write both insurance and reinsurance • Greenlight Corporate Member enables us to provide “Funds at Lloyd’s” (FAL) capacity to the Lloyd’s market • Home office since founding in 2004 • Cayman Islands Monetary Authority (CIMA): a prudent and risk-based regulator • CIMA and the Cayman Islands Government explicitly support the reinsurance industry, with strong focus and expertise in this area and a stated commitment toward achieving NAIC “qualified jurisdiction” status Greenlight Capital Re, Ltd. NASDAQ: “GLRE” Ireland Greenlight Reinsurance Ireland, DAC
Gross Premiums Written ($ in millions) Combined Ratio greenlightre.com 7 Improving Underwriting Margin Continued progress toward sustained underwriting profitability • Combined ratio averaged 98.7% from 2021 through 2025 • 1.8%-point improvement in 2026 YTD versus the prior year period $565 $563 $637 $698 $773 $428 $411 2021 2022 2023 2024 2025 1H 2025 1H 2026 CAGR: 10.0% 100.9% 102.3% 94.5% 101.4% 94.6% 99.9% 98.1% 69.5% 67.4% 61.7% 69.0% 62.3% 67.5% 64.3% 26.9% 30.5% 29.0% 28.5% 28.0% 28.4% 29.4% 4.5% 4.4% 3.8% 3.9% 4.3% 4.0% 4.4% 2021 2022 2023 2024 2025 1H 2025 1H 2026 Underwriting Expense Ratio Acquisition Cost Ratio Loss Ratio
greenlightre.com 8 Building Financial Momentum Positive net income since 2021 has driven consistent book value growth $18 $25 $87 $43 $75 $6 2021 2022 2023 2024 2025 1H 2026 $13.99 $14.33 $16.74 $17.95 $20.43 $20.61 2021 2022 2023 2024 2025 1H 2026 Net Income ($ in millions) Fully Diluted Book Value Per Share1 CAGR: 8.8% 1. CAGR in the chart is calculated from December 31, 2020 ($13.42) through year-end 2025.
Second quarter Highlights greenlightre.com 9
greenlightre.com 10 Second Quarter Highlights Q2 2025 Q2 2026 1H 2025 1H 2026 Gross Premiums Written $179.6 $183.1 $427.6 $411.1 Net Underwriting Income (Loss) $8.1 $(0.2) $0.3 $6.0 Combined Ratio 95.0% 100.1% 99.9% 98.1% Net Income (Loss) $0.3 $(29.6) $30.0 $6.2 Return (Loss) on Equity 7.2% (4.1)% 10.6% 0.9% Fully Diluted Book Value Per Share $18.87 $20.61 $18.87 $20.61 Total Shareholders’ Equity $708.0 $697.7 $708.0 $697.7 (expressed in millions U.S. dollars, except percentages and per share amounts) "Volatility is inherent in our business, and this quarter is a good reminder of the important role we play in helping our clients when they need us most. We have taken a prudent approach to our Middle East exposure and have set up appropriate reserves this quarter. I am pleased with our portfolio as we continue to demonstrate discipline and manage capital in a softening market." - Greg Richardson, Chief Executive Officer
Segment Results greenlightre.com 11
$152 $152 $373 $333 Q2 2025 Q2 2026 1H 2025 1H 2026 92.0% 100.7% 99.2% 97.8% 59.4% 69.3% 67.6% 64.0% 29.1% 28.0% 28.2% 29.9% 3.5% 3.4% 3.4% 3.9% Q2 2025 Q2 2026 1H 2025 1H 2026 Key Highlights greenlightre.com 12 Open Market Segment Gross Premiums Written ($ in millions) Business Mix Combined Ratio 1.4 combined ratio point improvement in 1H 2026 versus prior period, with Q2 2026 results being impacted by Middle East activity and other events Continue to see benefits in portfolio underwriting opportunities as a result of recent AM Best upgrade to "A" (Excellent) financial strength rating in 2025 Gross premiums written remained stable at $152 million in Q2 2026 compared to $152 million in Q2 2025 * Business Mix chart represents gross premiums written by line of business for trailing twelve months. Underwriting Expense Ratio Acquisition Cost Ratio Loss Ratio Casualty 6% Financial 14% Multiline 43% Property 12% Specialty 25%
Key Highlights greenlightre.com 13 Innovations Segment This segment continues to be a strategic differentiator, reflecting a high-quality team and prudent overall growth trajectory Placed whole account quota share on the segment’s underwriting portfolio in 2024, providing rated third-party capacity and validation Since 2018, our Innovations business has supported innovative, technology-driven companies, both in the form of seed capital and (re)insurance capacity Gross premiums written increased 12.0% to $31 million in Q2 2026 compared to $28 million in Q2 2025, with strong Q2 2026 combined ratio of 89.7% * Business Mix chart represents gross premiums written by line of business for trailing twelve months. $28 $31 $55 $79 Q2 2025 Q2 2026 1H 2025 1H 2026 107.0% 89.7% 101.1% 96.1% 71.3% 61.8% 63.4% 62.6% 28.1% 22.7% 29.8% 26.8% 7.6% 5.2% 7.9% 6.7% Q2 2025 Q2 2026 1H 2025 1H 2026 ($ in millions) Casualty 23% Financial 16% Health 3%Multiline 44% Specialty 14% Gross Premiums Written Business Mix Combined Ratio Underwriting Expense Ratio Acquisition Cost Ratio Loss Ratio
Solasglas Investments Update greenlightre.com 14
Annual Average Returns Since 2021: 11.7% Greenlight Capital, Inc., an affiliate of DME Advisors, Solasglas’ investment advisor, was founded in 1996 by our Chairman David Einhorn and is recognized for its disciplined, research-driven investment strategy DME Advisors conducts deep fundamental analysis of financials, strategy, and prospects to identify both undervalued and overvalued securities Greenlight Re has employed this value-oriented approach since its inception Objective is to maximize total risk-adjusted returns supporting long-term book value growth Investment Approach Solasglas Investments, LP is the dedicated investment fund managed by DME Advisors, for the benefit of Greenlight Re and its affiliates, into which Greenlight Re allocates its investment assets DME Advisors serves as general partner and owns approximately 18% of Solasglas Investment Portfolio is currently 70% of Greenlight Re’s adjusted surplus Investment Portfolio Solasglas Investments, LP: A Key Driver of Greenlight Re’s Strong Book Value Growth 15 Annual Investment Returns greenlightre.com *Investment returns stated herein reflect the total returns, net of fees and expenses. Investment returns are calculated monthly and compounded to calculate the quarterly and annual returns. The monthly investment return is calculated by dividing the investment income/loss (net of fees and expenses) by the Investment Portfolio. Actual investment income may vary depending on cash flows into and out of the investment account. Past performance is not necessarily indicative of future results. Annual average returns since 2021 is calculated from January 2021 through June 2026 and annual average return from inception is calculated from August 2004 through June 2026. Monthly investment returns are posted on the Investor section of our corporate website. 7.5% 25.3% 9.4% 9.8% 7.5% 2021 2022 2023 2024 2025 Annual Average Returns Since Inception: 5.5% 2026 YTD Returns (through June): 1.1%
Investing in Greenlight Re 16greenlightre.com
greenlightre.com 17 Why Invest in Greenlight Re? Seasoned and Refreshed Executive Leadership Focused on underwriting culture and results-driven decision-making Well-Positioned and Diversified Specialty property and casualty reinsurance portfolio with a diversified risk profile Innovations Business is Maturing Now a distinct segment with strong momentum and disciplined growth Differentiated Long/Short Investment Strategy Designed to continue to generate strong returns in volatile markets Strong Balance Sheet Supported by a recent upgrade from A.M. Best and low debt leverage ratio Returning Value to Shareholders Repurchased 4.0% of outstanding shares for $23.1 million in 2026 (as of August 3)
greenlightre.com 18 Executive and Underwriting Leadership Average Industry Experience: 20+ Years Executive Team Comprised of Significant Greenlight Re Tenure and Fresh Perspectives Greg Richardson Chief Executive Officer Joined 2024 (formerly Trans Re) Patrick O’Brien CEO Ireland & COO Joined 2016 (formerly Liberty) Faramarz Romer Chief Financial Officer Joined 2007 (formerly KPMG) Tom Curnock Group CUO Joined 2009 (formerly Aon) David Sigmon General Counsel Joined 2023 (formerly Everest) Brian O’Reilly Head of Innovations Joined 2014 (formerly ICW Group) Richard Strommer Chief Actuary Joined 2017 (formerly E&Y) Regan Cairns CUO, Cayman Islands Joined 2018 (formerly KPMG) Finbar Griffin CUO, Ireland Joined 2018 (formerly Travelers) Kagabo Ngiruwonsanga CUO, Innovations Joined 2011 (formerly Liberty) Martin Vezina Head of Underwriting Analytics Joined 2025 (formerly Allianz) Our Executive Team Is Focused on Executing Five Core Values Nimble • Innovative • Excellence • Accountable • Collaborative
Appendix 19greenlightre.com
December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025 June 30, 2026 Numerator for basic and fully-diluted book value per share: Total equity as reported under U.S. GAAP $ 475,663 $ 503,120 $ 596,095 $ 635,879 $ 707,977 $ 697,682 Denominator for basic and fully diluted book value per share: Ordinary shares issued and outstanding as reported and denominator for basic book value per share 33,844,446 34,824,061 35,336,732 34,831,324 33,897,709 32,881,538 Add: In-the-money stock options and all outstanding RSUs 154,134 277,960 264,870 590,001 755,997 972,651 Denominator for fully diluted book value per share 33,998,580 35,102,021 35,601,602 35,421,325 34,653,706 33,854,189 Basic book value per share $ 14.05 $ 14.45 $ 16.87 $ 18.26 $ 20.89 $ 21.22 Fully diluted book value per share $ 13.99 $ 14.33 $ 16.74 $ 17.95 $ 20.43 $ 20.61 greenlightre.com 20 Fully Diluted Book Value Per Share The key non-GAAP financial measure used in this Presentation is fully diluted book value per share. Our primary financial goal is to increase fully diluted book value per share over the long term. We use fully diluted book value as a financial measure in our long-term incentive compensation plan. We believe that long-term growth in fully diluted book value per share is the most relevant measure of our financial performance because it provides management and investors a yardstick to monitor the shareholder value generated. Fully diluted book value per share may also help our investors, shareholders, and other interested parties form a basis of comparison with other companies within the property and casualty reinsurance industry. Fully diluted book value per share should not be viewed as a substitute for the most comparable U.S. GAAP measure, which in our view is the basic book value per share. We calculate basic book value per share as (a) ending shareholders' equity, divided by (b) the total ordinary shares issued and outstanding, as reported in the consolidated financial statements. Fully diluted book value per share represents basic book value per share combined with any dilutive impact of in-the-money stock options (assuming net exercise) and all outstanding restricted stock units “RSUs”. We believe these adjustments better reflect the ultimate dilution to our shareholders. The following tables presents a reconciliation of the fully diluted book value per share to basic book value per share (the most directly comparable U.S. GAAP financial measure): (expressed in thousands U.S. dollars, except per share amounts)
greenlightre.com 21 Fully Diluted Book Value Per Share (Quarterly) The following tables presents a reconciliation of the fully diluted book value per share to basic book value per share (the most directly comparable U.S. GAAP financial measure): Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026 Numerator for basic and fully-diluted book value per share: Total equity as reported under U.S. GAAP $ 666,804 $ 663,318 $ 658,889 $ 707,977 $ 741,172 $ 697,682 Denominator for basic and fully diluted book value per share: Ordinary shares issued and outstanding as reported and denominator for basic book value per share 34,557,449 34,198,153 34,099,226 33,897,709 33,684,902 32,881,538 Add: In-the-money stock options and all outstanding RSUs 773,938 775,124 757,505 755,997 950,199 972,651 Denominator for fully diluted book value per share 35,331,387 34,973,277 34,856,731 34,653,706 34,635,101 33,854,189 Basic book value per share $ 19.30 $ 19.40 $ 19.32 $ 20.89 $ 22.00 $ 21.22 Fully diluted book value per share $ 18.87 $ 18.97 $ 18.90 $ 20.43 $ 21.40 $ 20.61 (expressed in thousands U.S. dollars, except per share amounts)
Segment Descriptions Open Market Segment We provide treaty reinsurance to insurance companies on a global basis, written on a proportional or non-proportional (also known as excess of loss) basis. The Open Market segment has the following lines of business: • Financial: includes primarily mortgage, trade credit, surety, transactional liability, and financial multiline coverage. • Health: includes primarily accident and critical illness coverage. • Multiline: includes predominantly our FAL business across diverse lines, coupled with multiline commercial and personal auto liability, business owners’ policy (“BOP”), and multiline commercial coverage. • Property: includes mainly commercial property and property catastrophe coverage. • Specialty: includes primarily agriculture, cyber, marine and energy, aviation and space, specialty multiline, and war, political violence and terrorism coverage. • Casualty: includes primarily general liability, umbrella, multiline casualty, and workers’ compensation coverage. Innovations Segment Innovation-related Investments We make strategic investments in promising startup companies and managing general agents, subject to investment guidelines as approved by our Board of Directors, in addition to providing reinsurance capacity on a case-by-case basis. These private investments consist primarily of unlisted equities (mostly preferred shares) and convertible debt instruments. Innovation-related Underwriting We provide underwriting capacity to our program partners through insurance and reinsurance structures on a global basis, written on a proportional or non-proportional basis. The Innovations segment has the following lines of business: • Financial: includes predominantly miscellaneous financial coverage. • Health: includes primarily travel and other miscellaneous health coverage. • Multiline: includes mostly BOP and multiline commercial coverage, in addition to business written from our Syndicate 3456 (multiple lines of business). • Specialty: includes primarily contingency liability and travel-related (e.g., trip cancellation / interruption, baggage and personal effects, and medical insurance) coverage. • Casualty: includes primarily general liability and multiline casualty coverage. greenlightre.com 22