[8-K] Greenlight Captial RE, LTD. Reports Material Event

Rhea-AI Filing Summary

Greenlight Capital Re, Ltd. replaced its term loan with a $50.0 million revolving credit facility that matures on September 3, 2030, and carries interest at Term SOFR plus 3.25% per annum. The company reduced outstanding borrowings under its previous credit agreement from approximately $59.0 million to $50.0 million and used the new Revolving Credit Facility to refinance that balance. The Amended Credit Agreement is guaranteed by substantially all subsidiaries (excluding two regulated insurance subsidiaries) and is secured by a first-priority lien on a collateral account that must maintain a minimum cash balance of $10.0 million held at CIBC.

Separately, Greenlight Reinsurance, Ltd. entered an uncommitted, unsecured £50.0 million letter of credit facility with Citibank Europe plc on September 9, 2025, to support growth of its Funds at Lloyd's business and participation on Lloyd's syndicates. The LC Facility is guaranteed by the parent company and contains customary terms; termination by Citibank includes a specified final expiration provision. Full documents will be filed as exhibits to the company’s Quarterly Report for the quarter ending September 30, 2025.

Positive

• $50.0 million Revolving Credit Facility replaces prior term loan and extends maturity to September 3, 2030, improving liquidity runway
• Refinancing reduced outstanding borrowings from approximately $59.0 million to $50.0 million
• £50.0 million Letter of Credit Facility with Citibank supports growth of Funds at Lloyd's and expands underwriting capacity without immediate cash outlay
• Guarantees and customary terms align lender protections with standard market practice, facilitating execution of facilities

Negative

• Collateral requirement: first-priority lien on a collateral account with a minimum $10.0 million cash balance restricts available liquidity
• Financial covenants: quarterly net debt to capital and surplus cap of 15% and annual capital ratios (137% and 105%) may constrain capital management and trigger defaults under stress
• Parent guarantees: the Company guarantees the LC and Revolving Facility, extending credit exposure across subsidiaries
• LC is uncommitted and unsecured: Citibank may terminate issuance rights subject to contractual notice, making availability potentially discretionary

Insights

Financial Analyst

TL;DR: Securing a $50M revolver and a £50M Lloyd's LC materially strengthens liquidity and capital flexibility while replacing higher-cost term debt.

The $50.0 million revolving facility refinances the prior roughly $59.0 million term loan and extends the maturity to September 3, 2030, providing longer-dated committed liquidity. Interest set at Term SOFR plus 3.25% is market-linked; the requirement to maintain a $10.0 million collateral account and guarantees from most subsidiaries are credit protections for the lender but reduce unencumbered cash availability. The £50.0 million Citibank LC supports underwriting capacity at Lloyd's without upfront cash outlay, aiding revenue-generating activities tied to syndicate participation. Taken together, these transactions are liquidity- and capacity-enhancing and are likely viewed positively by capital providers.

Risk Analyst

TL;DR: Credit protections and financial covenants introduce operational constraints and potential trigger risks under stress.

The Amended Credit Agreement imposes covenant tests including a quarterly maximum net debt to capital and surplus ratio of 15% and annual minimum capital and surplus to prescribed capital ratios of 137% (Greenlight Reinsurance, Ltd.) and 105% (Greenlight Reinsurance Ireland, dac). These covenants, together with a first-priority lien on a $10.0 million collateral account and parent guarantees for the LC, concentrate counterparty and liquidity risk. The unsecured, uncommitted nature of the Citibank LC means that availability could be limited by Citibank's discretion, though the contractual termination protection limits abrupt expiry. Monitoring covenant compliance and collateral levels will be critical.

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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

September 3, 2025

Date of report (Date of earliest event reported) 

GREENLIGHT CAPITAL RE, LTD.

(Exact name of registrant as specified in charter) 

Cayman Islands			001-33493			N/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 Islands						KY1-1205
(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 class			Trading Symbol(s)			Name of each exchange on which registered
Ordinary Shares			GLRE			Nasdaq 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

1.CIBC Revolving Credit Facility

On September 3, 2025, Greenlight Capital Re, Ltd. (the “Company”) entered into a First Amendment to Credit Agreement (the “Amendment”), which amended the Credit Agreement dated June 16, 2023 among the Company, the subsidiaries as guarantors, the financial institutions from time to time as lenders, and CIBC Bank USA (“CIBC”) as administrative agent (as amended or otherwise modified prior to the effective date of the Amendment, the "Existing Credit Agreement", and as further amended by the Amendment, the “Amended Credit Agreement”).

The Amended Credit Agreement provides for a $50 million revolving credit facility (the “Revolving Credit Facility”), proceeds which were used to refinance in full the Company’s term loan facility under the Existing Credit Agreement (the “Refinancing”). Prior to, and in connection with, the Refinancing, the Company reduced its outstanding loans under the Existing Credit Agreement from approximately $59 million to $50 million, which was refinanced pursuant to the Refinancing.

The Revolving Credit Facility matures on September 3, 2030.

Outstanding loans under the Revolving Credit Facility will accrue interest at a rate equal to Term SOFR plus 3.25% per annum.

The obligations of the Company under the Amended Credit Agreement are guaranteed by substantially all of the Company’s subsidiaries, other than the Company’s regulated insurance subsidiaries, Greenlight Re Corporate Member Ltd. and Greenlight Re Ireland Services Limited. The obligations of the Company under the Amended Credit Agreement are secured by a first-priority lien on a collateral account with a minimum cash balance of $10 million which is held with CIBC.

The Amended Credit Agreement contains customary conditions, representations and warranties, affirmative and negative covenants and events of default. The covenants include certain financial covenants requiring the Company to maintain compliance with (i) a quarterly maximum net debt to capital and surplus ratio covenant set at 15% and (ii) an annual minimum capital and surplus to prescribed capital requirement ratio covenant set at (a) with respect to Greenlight Reinsurance, Ltd., 137% and (b) with respect to Greenlight Reinsurance Ireland, dac, 105%.

There is no material relationship between the Company or any of its subsidiaries or affiliates and CIBC, other than in respect of the Amended Credit Agreement and certain commercial banking and lending relationships, all of which have been entered into in the ordinary course of business.

2.Citibank Letter of Credit Facility

On September 9, 2025, Greenlight Reinsurance, Ltd. (“Greenlight”), a direct subsidiary of the Company, entered into an uncommitted and unsecured £50 million letter of credit facility arrangement (the "LC Facility") with Citibank Europe plc (“Citibank”) to support the continued growth of Greenlight’s Funds at Lloyd's business.

The LC Facility will be used by Greenlight to provide Funds at Lloyd's to support Greenlight’s participation on third- party Lloyd’s Syndicates as well as Greenlight Innovation Syndicate 3456.

The letter of credit issued under the LC Facility may be terminated by Citibank delivering a termination notice to Lloyd’s (with notice to Greenlight) specifying the final expiration date; provided that in no event will the final expiration date be earlier than December 31st of the fourth anniversary of the date of such termination notice.

The obligations of Greenlight under the LC Facility are guaranteed by the Company.

The LC Facility and other transaction documents contain customary conditions, representations and warranties and covenants.

General

The foregoing description of the Amendment and the LC Facility (collectively, the “Documents”) 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 Documents, copies of which will be filed as exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2025.

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 above is incorporated into this Item 2.03 insofar as it relates to the creation of a direct financial obligation.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.			Description of Exhibit
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/ Faramarz Romer
			Name:			Faramarz Romer
			Title:			Chief Financial Officer
			Date:			September 9, 2025

FAQ

What size and terms is the new revolving credit facility for Greenlight (GLRE)?

The company entered a $50.0 million Revolving Credit Facility maturing September 3, 2030, with interest at Term SOFR plus 3.25% per annum.

How did the refinancing affect Greenlight's prior debt level?

Prior to the refinancing, outstanding loans under the existing agreement were reduced from approximately $59.0 million to $50.0 million, which was refinanced by the new facility.

What collateral and guarantees secure the Amended Credit Agreement?

The obligations are secured by a first-priority lien on a collateral account maintaining a minimum $10.0 million cash balance at CIBC and are guaranteed by substantially all subsidiaries except two regulated insurance subsidiaries.

What is the Citibank Letter of Credit Facility and its purpose?

On September 9, 2025, Greenlight Reinsurance, Ltd. arranged an uncommitted, unsecured £50.0 million LC Facility with Citibank Europe plc to support Funds at Lloyd's and participation on Lloyd's syndicates.

Are there financial covenants in the Amended Credit Agreement?

Yes. Covenants include a quarterly maximum net debt to capital and surplus ratio of 15% and annual minimum capital and surplus to prescribed capital requirement ratios of 137% for Greenlight Reinsurance, Ltd. and 105% for Greenlight Reinsurance Ireland, dac.