Greenlight Capital Re, Ltd. filed a Form 8-K on November 2, 2026, disclosing a new share repurchase agreement with an affiliate of Chairman David Einhorn, third-quarter 2026 financial results, and the planned retirement of director Joseph Platt effective December 31, 2026.

Key Highlights

  • New repurchase agreement executed: On October 30, 2026, the company signed an Ordinary Share Repurchase Agreement with the David M. Einhorn 2021-07 Family Trust, an affiliate of Chairman David Einhorn.
  • 33% formula: Under the agreement, the company will repurchase from the Seller a number of ordinary shares equal to 33% of aggregate shares repurchased by the company in the open market or through other permitted channels during the period November 5, 2026 through March 1, 2027.
  • Pricing mechanism: The purchase price per share will equal the weighted average price per ordinary share, excluding commissions, paid by the company during the period under its Share Repurchase Authorization.
  • Ownership concern cited: The company stated that share repurchase activity is increasing shareholder ownership percentages, including Einhorn's, and determined it is "not in the Company's interest" for his percentage to increase further "due to the likelihood of adverse tax consequences."
  • Expected closing: Transactions under the agreement are expected to be consummated on or about March 5, 2027.
  • Director retirement: Joseph Platt notified the boards on October 27, 2026, of his intent to retire as director of each of the Companies effective December 31, 2026, and the filing states his decision "was not as a result of a disagreement with the Companies on any matter relating to the Companies' operations, policies or practices."
  • Q3 2026 results released: The company issued a press release on November 2, 2026, announcing financial results for the third quarter and nine months ended September 30, 2026.

Greenlight Capital Re Manages Einhorn Ownership via Structured Repurchase Pact

According to the filing, Greenlight Capital Re, Ltd. (NASDAQ:GLRE) entered into an Ordinary Share Repurchase Agreement on October 30, 2026, with the David M. Einhorn 2021-07 Family Trust, an affiliate of Chairman David Einhorn. The company disclosed that ongoing open-market share repurchase activity under its board-approved repurchase plan, approved April 28, 2026 and described in the company's Form 10-Q for the period ended September 30, 2026, has been raising shareholder ownership percentages. The company determined it was not in its interest to allow Einhorn's percentage to rise further, citing "the likelihood of adverse tax consequences."

Under the terms of the agreement, the company is to repurchase from the Seller a number of ordinary shares, par value $0.10 per share, equal to 33% of the aggregate ordinary shares repurchased by the company in the open market, through privately negotiated transactions, and/or pursuant to a Rule 10b5-1 and/or Rule 10b-18 trading plan, during the period beginning November 5, 2026 and ending March 1, 2027. The per-share price to be paid to the Seller will equal the weighted average price per ordinary share, excluding commissions, paid by the company under its Share Repurchase Authorization during that period. The filing notes that closing is expected on or about March 5, 2027, and sets out three termination conditions: mutual written agreement, failure to close by March 5, 2027 (absent breach by the terminating party), or the company having made no repurchases under the Share Repurchase Authorization by that date.

Separately, the filing disclosed that on October 27, 2026, Joseph Platt notified the boards of directors of both Greenlight Capital Re, Ltd. and Greenlight Reinsurance, Ltd. of his intent to retire as a director of each company effective December 31, 2026. The company also reported third-quarter and nine-month 2026 financial results via a press release dated November 2, 2026, furnished as Exhibit 99.1. The financial results exhibit is deemed "furnished" and not "filed" for purposes of Section 18 of the Securities Exchange Act, according to the filing.

What Was Disclosed

The 8-K covers three items: a new share repurchase agreement with the Einhorn family trust structured around 33% of open-market buybacks from November 5, 2026 to March 1, 2027; the announced retirement of director Joseph Platt effective December 31, 2026; and the furnishing of Q3 2026 financial results.