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  4. [8-K] GREENLIGHT CAPITAL RE, LTD. Reports Material Event

Greenlight Capital Re (NASDAQ: GLRE) inks $300.0 million CIBC LC facilities

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Greenlight Capital Re, Ltd. entered into updated letter of credit arrangements with CIBC Bank USA, providing aggregate committed LC capacity of $300.0 million for its subsidiaries Greenlight Reinsurance Ireland DAC and Greenlight Reinsurance, Ltd. The facilities mature on December 22, 2027 and are secured by first-priority liens on cash collateral accounts equal to the outstanding letter of credit amounts.

The prior Greenlight Re credit agreement with CIBC dated December 22, 2023 was terminated, and existing GRIL-related letters of credit were rolled into the new GRIL facility. Separately, General Counsel David Sigmon rescinded his previously announced resignation and will continue in his roles under his existing employment agreement.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Total LC commitment $300.0 million Aggregate commitment under the LC Facilities
GRIL LC Facility size $50.0 million Initial allocation to GRIL LC Facility
Greenlight Re LC Facility size $250.0 million Initial allocation to Greenlight Re LC Facility
Facility maturity December 22, 2027 Stated maturity date for each LC Facility
Collateral requirement 100% of LC face amount Minimum cash balance in collateral accounts equals LC face amount
Prior agreement date December 22, 2023 Date of terminated Credit Agreement with CIBC
Master Letter of Credit Agreement financial
"entered into a Master Letter of Credit Agreement (the “GRIL LC Agreement”) with CIBC Bank USA"
committed letter of credit facility financial
"which provides for a committed letter of credit facility (the “GRIL LC Facility”)"
first-priority lien financial
"secured by a first-priority lien on a cash collateral account held by such LC Applicant with CIBC"
A first-priority lien is a legal claim that gives one lender or creditor the top spot to seize and sell specified assets if a borrower fails to pay. For investors, it matters because being first in line usually means a higher chance of recovering money after a default, lowering risk compared with holders who are behind in the queue — like a person cutting to the front of a checkout line for payment from the same pile of goods.
cash collateral account financial
"a first-priority lien on a cash collateral account held by such LC Applicant with CIBC"
A cash collateral account is a separate account where cash is set aside as a pledge to secure an obligation—such as a loan, derivative position, or lease—so the lender or counterparty has money to claim if the borrower defaults. Think of it like leaving a refundable deposit with a landlord: the money isn’t available for everyday use but lowers the risk to the other side. For investors, it matters because it reduces counterparty and credit risk, ties up liquidity that could otherwise be spent or invested, and can affect a company’s reported cash and flexibility.
off-Balance Sheet Arrangement financial
"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant"
Emerging Growth Company regulatory
"Emerging Growth Company Item 1.01. Entry into a Material Definitive Agreement"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
0001385613false00013856132026-03-312026-03-31


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

March 31, 2026
Date of report (Date of earliest event reported) 

GREENLIGHT CAPITAL RE, LTD.
(Exact name of registrant as specified in charter) 
Cayman Islands001-33493N/A

(State or other jurisdiction of incorporation)

(Commission file number)

(IRS employer identification no.)
65 Market Street 
Suite 1207, Jasmine Court
P.O. Box 31110
Camana Bay
Grand Cayman
Cayman IslandsKY1-1205
(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 classTrading Symbol(s)Name of each exchange on which registered
Ordinary SharesGLRENasdaq Global Select Market

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

On April 1, 2026 (the “Closing Date”), (i) Greenlight Reinsurance Ireland, Designated Activity Company (“GRIL”), a direct subsidiary of Greenlight Capital Re, Ltd. (the “Company”), entered into a Master Letter of Credit Agreement (the “GRIL LC Agreement”) with CIBC Bank USA (“CIBC”), which provides for a committed letter of credit facility (the “GRIL LC Facility”) and (ii) Greenlight Reinsurance, Ltd. (“Greenlight Re”, and together with GRIL, the “LC Applicants”, and each, an “LC Applicant”), a direct subsidiary of the Company, entered into an Amended and Restated Master Letter of Credit Agreement with CIBC (the “Greenlight Re LC Agreement”), which provides for a committed letter of credit facility (the “Greenlight Re LC Facility”, and together with the GRIL LC Facility, the “LC Facilities” and each, an “LC Facility”).

The Greenlight Re LC Agreement amended and restated the Master Letter of Credit Agreement dated December 22, 2023 between Greenlight Re and CIBC. In connection with such amendment and restatement, the Credit Agreement dated December 22, 2023 between Greenlight Re and CIBC was terminated. Letters of credit issued for the benefit of GRIL under the existing Greenlight Re LC Facility prior to the Closing Date were rolled over into the GRIL LC Facility. Letters of credit issued for the benefit of GRIL following the Closing Date may be issued under either LC Facility.

The aggregate commitment under the LC Facilities is $300.0 million, which will initially be allocated as follows: $50.0 million under the GRIL LC Facility and $250.0 million under the Greenlight Re LC Facility. Such commitment allocation may be changed from time to time by written agreement of the parties. Each LC Facility matures on December 22, 2027, subject to automatic annual extensions unless prior written notice is delivered by either party to such LC Facility.
The obligations of each LC Applicant under its respective LC Facility are secured by a first-priority lien on a cash collateral account held by such LC Applicant with CIBC, with a minimum cash balance equal to the face amount of the letters of credit issued and outstanding under such LC Facility. Each LC Agreement contains customary conditions, representations and warranties, and events of default.
The foregoing description of the LC Agreements and the transactions contemplated thereby does not purport to be complete and is qualified, in its entirety, by reference to the full text of the LC Agreements, copies of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the terms and conditions of the LC Agreements is incorporated into this Item 2.03 insofar as it relates to the creation of a direct financial obligation.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on February 2, 2026, David Sigmon provided the Company with notice of his intent to resign from his position as the General Counsel, Chief Compliance Officer and Corporate Secretary of the Company.

On March 31, 2026, Mr. Sigmon notified the Company of his decision to rescind his resignation and remain based out of the Company’s headquarters in Grand Cayman. As a result, Mr. Sigmon will continue to serve as the Company’s General Counsel, Chief Compliance Officer and Corporate Secretary under the previously existing employment agreement by and between Mr. Sigmon and the Company, that was described in the Company’s Definitive Proxy Statement for its Annual General Meeting of Shareholders filed with the Securities and Exchange Commission on April 17, 2025 (the “Proxy Statement”). The information with respect to Mr. Sigmon as required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K is set forth in the Proxy Statement and is hereby incorporated by reference herein.


Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit No.Description of Exhibit
104Cover 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/ Faramarz Romer
 Name:Faramarz Romer
 Title:Chief Financial Officer
 Date:April 6, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What new credit facilities did Greenlight Capital Re (GLRE) establish with CIBC?

Greenlight Capital Re established two committed letter of credit facilities with CIBC totaling $300.0 million. A $50.0 million facility supports Greenlight Reinsurance Ireland DAC and a $250.0 million facility supports Greenlight Reinsurance, Ltd., both maturing on December 22, 2027.

How is the $300.0 million in letter of credit capacity allocated for GLRE?

The aggregate $300.0 million letter of credit capacity is initially allocated as $50.0 million to the GRIL facility and $250.0 million to the Greenlight Re facility. This allocation can be changed over time by written agreement between the parties.

What secures Greenlight Capital Re’s new letter of credit facilities with CIBC?

Each facility is secured by a first-priority lien on a cash collateral account held with CIBC. The minimum cash balance in each account must equal the face amount of letters of credit issued and outstanding under the respective facility.

When do Greenlight Capital Re’s new letter of credit facilities mature?

Both letter of credit facilities mature on December 22, 2027. They are subject to automatic annual extensions unless either party to a facility delivers prior written notice to stop the automatic extension process.

What happened to Greenlight Capital Re’s prior credit agreement with CIBC?

The Credit Agreement dated December 22, 2023 between Greenlight Reinsurance, Ltd. and CIBC was terminated. Existing letters of credit benefiting GRIL under the prior Greenlight Re LC facility were rolled over into the new GRIL letter of credit facility.

Did Greenlight Capital Re’s General Counsel David Sigmon leave the company?

No. Although David Sigmon previously notified the company of his intent to resign, on March 31, 2026 he rescinded his resignation and will continue as General Counsel, Chief Compliance Officer, and Corporate Secretary based at the Grand Cayman headquarters.

Filing Exhibits & Attachments

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