Greenlight Capital Re (GLRE) holders see Einhorn trust plan share sale

Rhea-AI Filing Summary

David Einhorn and related entities updated their ownership disclosure for Greenlight Capital Re. They report beneficial ownership of 6,254,715 ordinary shares, representing 18.9% of the company’s ordinary shares. These shares are held through DME 2022 Holdings, LLC and The David M. Einhorn 2021-07 Family Trust.

The LLC reports 4,864,227 shares, while the Trust holds 1,390,488 shares. The filing also describes an Ordinary Share Repurchase Agreement between the company and the Trust, dated June 1, 2026, under which the company will repurchase from the Trust, on August 3, 2026, a number of shares and a weighted average price per share calculated under the agreement. The stated purpose is to reduce the likelihood of adverse tax consequences to other holders from the company’s Rule 10b5-1 repurchase program.

Insights

Equity ownership and governance analyst

Einhorn-affiliated entities reaffirm a large GLRE stake and add a tax-focused buyback agreement.

The amendment shows David Einhorn and affiliated entities collectively reporting 6,254,715 Greenlight Capital Re ordinary shares, or 18.9% of the class. Holdings are split between DME 2022 Holdings, LLC and The David M. Einhorn 2021-07 Family Trust, with shared voting and dispositive power reported for each entity.

The filing emphasizes that each reporting person disclaims beneficial ownership beyond their pecuniary interest, a common structure for complex family and investment vehicles. It also notes Einhorn is a director of the issuer, reinforcing his governance role alongside this sizable economic interest.

A new Ordinary Share Repurchase Agreement between the company and the Trust, dated June 1, 2026, provides for a share repurchase on August 3, 2026 at a weighted average price calculated under the agreement. The stated aim is to reduce the likelihood of adverse tax consequences to other ordinary shareholders arising from the company’s Rule 10b5-1 repurchase activity, framing the transaction as a tax-structuring adjustment rather than a change in fundamental outlook. Overall, the update appears structurally important but not thesis-changing on its own.

Key Figures

Total beneficial ownership: 6,254,715 shares Ownership percentage: 18.9% DME 2022 Holdings stake: 4,864,227 shares +5 more

8 metrics

Total beneficial ownership 6,254,715 shares Ordinary shares beneficially owned by reporting persons; 18.9% of class

Ownership percentage 18.9% Percent of ordinary share class represented by 6,254,715 shares

DME 2022 Holdings stake 4,864,227 shares Ordinary shares beneficially owned by DME 2022 Holdings, LLC

DME 2022 ownership percentage 14.7% Percent of ordinary share class held by DME 2022 Holdings, LLC

Family Trust stake 1,390,488 shares Ordinary shares beneficially owned by The David M. Einhorn 2021-07 Family Trust

Family Trust ownership percentage 4.2% Percent of ordinary share class held by the Trust

Agreement date June 1, 2026 Date of Ordinary Share Repurchase Agreement between company and Trust

Scheduled repurchase date August 3, 2026 Date on which the company will repurchase shares from the Trust

Key Terms

Schedule 13D, Ordinary Share Repurchase Agreement, Rule 10b5-1 repurchase agreement, beneficial owner, +1 more

5 terms

Schedule 13D regulatory

"This Amendment is being filed by David Einhorn... with respect to the Ordinary Shares"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Ordinary Share Repurchase Agreement financial

"the Company and the Trust entered into an Ordinary Share Repurchase Agreement (the "Agreement")"

Rule 10b5-1 repurchase agreement regulatory

"repurchase of Ordinary Shares made by the Company pursuant to and in accordance with the Company's Rule 10b5-1 repurchase agreement"

beneficial owner financial

"shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any of the Ordinary Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

pecuniary interest financial

"disclaims all such beneficial ownership except to the extent of his or its pecuniary interest in any such shares"

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

GREENLIGHT CAPITAL RE, LTD.

(Name of Issuer)

Ordinary Shares, par value $0.10

(Title of Class of Securities)

G4095J109

(CUSIP Number)

Andrew Weinfeld, Esq.
DME Capital Management, LP, 140 East 45th Street, 24th Floor
New York, NY, 10017
212-973-1900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/01/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): G4095J109

1

Name of reporting person

EINHORN DAVID

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,254,715.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,254,715.00

11

Aggregate amount beneficially owned by each reporting person

6,254,715.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): G4095J109

1

Name of reporting person

DME 2022 Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,864,227.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,864,227.00

11

Aggregate amount beneficially owned by each reporting person

4,864,227.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

14.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Limited Liability Company

SCHEDULE 13D

CUSIP Number(s): G4095J109

1

Name of reporting person

The David M. Einhorn 2021-07 Family Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,390,488.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,390,488.00

11

Aggregate amount beneficially owned by each reporting person

1,390,488.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Trust

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value $0.10
(b)	Name of Issuer: GREENLIGHT CAPITAL RE, LTD.
(c)	Address of Issuer's Principal Executive Offices: 65 Market Street, Suite 1207, Jasmine Couirt, P.O. Box 31110, Camana Bay, CAYMAN ISLANDS , 000000.
Item 2.	Identity and Background
(a)	This Amendment is being filed by David Einhorn, DME 2022 Holdings, LLC, a Delaware limited liability company (the "LLC"), and The David M. Einhorn 2021-07 Family Trust, a trust governed by the laws of New York (the "Trust"). Mr. Einhorn is the sole Manager of the LLC. Mr. Einhorn is a Special Trustee of the Trust, the beneficiaries of which are Mr. Einhorn's children. Mr. Einhorn, the LLC and the Trust are referred to herein, collectively, as the "Reporting Persons." The filing of this Amendment shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any of the Ordinary Shares ("Ordinary Shares") of Greenlight Capital Re, Ltd. (the "Company") reported herein, and each of the Reporting Persons disclaims all such beneficial ownership except to the extent of his or its pecuniary interest in any such shares. Mr. Einhorn, a Director of the Issuer.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D filed by the Reporting Persons with respect to the Ordinary Shares, as amended, is supplemented as follows: 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 pursuant to and in accordance with the Company's Rule 10b5-1 repurchase agreement, on June 1, 2026 the Company and the Trust entered into an Ordinary Share Repurchase Agreement (the "Agreement"), pursuant to which the Company agreed to repurchase from the Trust and the Trust agreed to sell to the Company, on August 3, 2026, a number of Ordinary Shares calculated pursuant to the Agreement at the weighted average price per share determined pursuant to the Agreement. The foregoing description of the Agreement is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information in Item 1 regarding the Agreement is incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement by and among the Reporting Persons, incorporated herein by reference to Exhibit 99.1 to Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on July 7, 2023. Exhibit 99.2 Ordinary Share Repurchase Agreement, dated June 1, 2026, by and between the Company and the Trust, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on June 1, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EINHORN DAVID

Signature:	/s/ Daniel Roitman**
Name/Title:	Daniel Roitman, on behalf of David Einhorn
Date:	06/01/2026

DME 2022 Holdings, LLC

Signature:	/s/ Daniel Roitman**
Name/Title:	Daniel Roitman, on behalf of David Einhorn
Date:	06/01/2026

The David M. Einhorn 2021-07 Family Trust

Signature:	/s/ Daniel Roitman**
Name/Title:	Daniel Roitman, on behalf of David Einhorn
Date:	06/01/2026

Comments accompanying signature:

** The Power of Attorney executed by David Einhorn, authorizing the signatory to sign and file this report on David Einhorn's behalf, filed as Exhibit 99.1 to the Schedule 13D filed with the Securities and Exchange Commission on August 29, 2019 by the Mr. Einhorn and other reporting persons with respect to the common units of CONSOL Coal Resources LP, is hereby incorporated by reference.

FAQ

How many Greenlight Capital Re (GLRE) shares do David Einhorn and affiliates report owning?

David Einhorn and affiliated entities report beneficial ownership of 6,254,715 ordinary shares of Greenlight Capital Re. The filing states this represents 18.9% of the company’s ordinary shares, with voting and dispositive power shared among the reporting entities.

How are David Einhorn’s Greenlight Capital Re (GLRE) holdings structured?

Holdings are reported through multiple entities. DME 2022 Holdings, LLC holds 4,864,227 shares and The David M. Einhorn 2021-07 Family Trust holds 1,390,488 shares. David Einhorn is manager of the LLC and a special trustee of the Trust, with each party disclaiming ownership beyond its pecuniary interest.

What percentage of Greenlight Capital Re (GLRE) does DME 2022 Holdings, LLC own?

DME 2022 Holdings, LLC reports beneficial ownership of 4,864,227 ordinary shares of Greenlight Capital Re. The filing states this position represents 14.7% of the outstanding ordinary shares, with shared voting and dispositive power over those shares.

What is the Ordinary Share Repurchase Agreement mentioned in the GLRE filing?

The filing describes an Ordinary Share Repurchase Agreement dated June 1, 2026 between Greenlight Capital Re and the Einhorn family Trust. The company will repurchase a calculated number of shares from the Trust on August 3, 2026 at a weighted average price set under the agreement.

Why did Greenlight Capital Re and the Einhorn Trust agree to a share repurchase?

The filing states the agreement aims to reduce the likelihood of adverse tax consequences to ordinary shareholders. These potential tax issues could arise from the company’s ongoing repurchases under a Rule 10b5-1 repurchase agreement, so the Trust’s sale is structured with that concern in mind.

Does David Einhorn claim full beneficial ownership of all reported GLRE shares?

No. The amendment explicitly notes that each reporting person disclaims beneficial ownership of Greenlight Capital Re ordinary shares except to the extent of their pecuniary interest. This clarifies that legal and economic interests are shared among the LLC and the family trust.