SCHEDULE: Greenlight Capital Re: Trust Repurchases Shares

Greenlight Capital Re, Ltd. announces an Ordinary Share Repurchase Agreement with The David M. Einhorn 2021-07 Family Trust, set for October 30, 2026, to manage tax implications.

Summary

• This filing is an amendment to a Schedule 13D, reporting changes in beneficial ownership of Greenlight Capital Re, Ltd. Ordinary Shares.
• The reporting persons are David Einhorn, DME 2022 Holdings, LLC, and The David M. Einhorn 2021-07 Family Trust.
• An Ordinary Share Repurchase Agreement was entered into on August 4, 2026, between the Company and the Trust.
• The agreement stipulates the repurchase of Ordinary Shares from the Trust by the Company on October 30, 2026.
• This repurchase is intended to reduce the likelihood of adverse tax consequences for shareholders resulting from other share repurchases by the Company.
• The Trust sold 106,060 Ordinary Shares to the Company on August 3, 2026, at $16.1435 per share, under a prior agreement.
• As of August 3, 2026, there were 32,641,344 Ordinary Shares outstanding.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, primarily due to the structured repurchase agreement aimed at mitigating tax consequences for shareholders, though it also involves a reduction in the Trust's holdings.

Positives

• The repurchase agreement is designed to mitigate adverse tax consequences for shareholders, indicating a consideration for shareholder welfare.
• The transaction is structured to occur on a specific future date (October 30, 2026), providing clarity on the timing of the share reduction.

Negatives

• The Trust is selling a significant number of shares back to the company, reducing its overall beneficial ownership.
• The filing indicates a prior sale of 106,060 shares on August 3, 2026, which reduces the current holdings.

Risks

• The primary risk is the potential for adverse tax consequences to shareholders if such repurchases were not managed carefully, which this agreement aims to prevent.
• The reduction in holdings by a significant shareholder (the Trust) could be interpreted by the market as a lack of confidence, although the stated reason is tax management.

Future Outlook

The filing details a specific share repurchase transaction scheduled for October 30, 2026, intended to manage tax implications for shareholders. No broader forward-looking financial guidance is provided in this amendment.

Management Comments

• The filing states that the repurchase agreement was entered into '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 in the open market, through privately negotiated transactions and/or a 10b5-1 stock trading plan'.
• Each of the Reporting Persons disclaims beneficial ownership except to the extent of their pecuniary interest.

Industry Context

StockSavvy.ai notes that share repurchases are a common capital allocation strategy for companies, often used to return value to shareholders or manage share count. The specific mention of tax consequences suggests a nuanced approach to capital management, potentially in response to evolving tax regulations or shareholder structures.

Comparison to Industry Standards

• Companies often engage in share buybacks to return capital, but the explicit mention of mitigating tax consequences for shareholders through a structured repurchase agreement is a specific tactic.
• The price of $16.1435 per share for the August 3rd transaction would need to be compared to Greenlight Capital Re's trading price around that date to assess its market alignment.

Related Party Transactions

• The Ordinary Share Repurchase Agreement between Greenlight Capital Re, Ltd. (the Company) and The David M. Einhorn 2021-07 Family Trust (the Trust) is a related party transaction, as David Einhorn is associated with both entities in reporting capacities.

Stakeholder Impact

• Shareholders: The primary impact is the intended reduction of adverse tax consequences related to share repurchases. The reduction in the Trust's holdings might slightly alter the concentration of ownership.
• Company: The company is reducing its outstanding share count through a repurchase, which can impact earnings per share and overall financial ratios.
• Trust: The Trust is selling a portion of its holdings in Greenlight Capital Re, Ltd.

Next Steps

• The Company will repurchase Ordinary Shares from the Trust on October 30, 2026, as per the agreement.
• Monitoring of the Company's ongoing share repurchase activities and their impact on outstanding shares and shareholder tax liabilities.

Key Dates

Keywords

Greenlight Capital Re, Schedule 13D, Share Repurchase, David Einhorn, Tax Consequences, Beneficial Ownership, Ordinary Shares