RenaissanceRe (RNR) CEO receives new stock awards and covers taxes with shares

Rhea-AI Filing Summary

RenaissanceRe Holdings Ltd reported insider equity awards and related tax withholdings for President and CEO Kevin O’Donnell. On March 1, 2026, he was granted 8,596 restricted shares that vest in four equal annual installments beginning March 1, 2027.

He was also granted up to 25,788 performance-based restricted shares, which may vest after December 31, 2028, depending on the company’s book value growth, dividends, and underwriting expense ratio versus peers, and continued employment. To cover withholding taxes on prior awards, a total of 5,679 shares were automatically withheld, not sold on the open market.

After these transactions, O’Donnell directly held 446,894 common shares, and an additional 1,079 shares were held indirectly through a family limited partnership for the benefit of immediate family members, which may be deemed beneficially owned.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ODonnell Kevin

(Last) (First) (Middle)

RENAISSANCE HOUSE

12 CROW LANE

(Street)

PEMBROKE D0 HM 19

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RENAISSANCERE HOLDINGS LTD [ RNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres & Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/01/2026		A(1)		8,596	A	$0	425,785	D
Common Stock	03/01/2026		A(2)		25,788	A	$0	451,573	D
Common Stock	03/01/2026		F(3)		1,595	D	$302.46	449,978	D
Common Stock	03/01/2026		F(4)		1,068	D	$302.46	448,910	D
Common Stock	03/01/2026		F(5)		1,039	D	$302.46	447,871	D
Common Stock	03/01/2026		F(6)		977	D	$302.46	446,894	D
Common Stock								1,079	I	by Partnership(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Grant of restricted shares of the issuer pursuant to the RenaissanceRe Holdings Ltd. First Amended and Restated 2016 Long Term Incentive Plan, as amended (the "2016 Plan"). These shares will vest in four equal annual installments beginning on March 1, 2027.

2. Grant of performance-based restricted common shares of the Issuer pursuant to the 2016 Plan. These shares will vest following the expiration of the service period on December 31, 2028, subject to the satisfaction of service- and performance-based vesting conditions. The amount awarded represents the maximum potential achievable number of shares. The number of shares that ultimately vests is a function of the issuer's average growth in book value per common share plus accumulated dividends and average underwriting expense ratio as compared to peers during the three-year performance period, and is subject to the reporting person's continued employment through the expiration of the service period.

3. Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on March 1, 2022.

4. Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on March 1, 2023.

5. Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on March 1, 2024.

6. Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on March 1, 2025.

7. These securities are owned and controlled by a family limited partnership for the benefit of immediate family members of the reporting person and may be deemed to be beneficially owned by the reporting person.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Molly E. Gardner, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What equity awards did RNR grant to CEO Kevin O’Donnell on March 1, 2026?

RenaissanceRe granted Kevin O’Donnell 8,596 time-based restricted shares and up to 25,788 performance-based restricted shares. The time-based grant vests in four annual installments from March 1, 2027, while the performance shares depend on three-year financial and underwriting metrics plus continued employment.

How do the performance-based restricted shares for RNR’s CEO vest?

The performance-based restricted shares vest after December 31, 2028, if specific targets are met. Vesting depends on RenaissanceRe’s average growth in book value per common share plus accumulated dividends and its average underwriting expense ratio versus peers over a three-year performance period.

Were Kevin O’Donnell’s Form 4 share disposals for RNR open-market sales?

No, the reported share disposals were tax-withholding events, not open-market sales. A total of 5,679 shares were withheld to cover taxes when previously granted restricted shares vested on March 1 in 2022, 2023, 2024, and 2025, according to the transaction footnotes.

How many RenaissanceRe (RNR) shares does Kevin O’Donnell hold after these transactions?

Following the March 1, 2026 transactions, Kevin O’Donnell directly held 446,894 shares of RenaissanceRe common stock. An additional 1,079 shares were held indirectly by a family limited partnership for the benefit of immediate family members, which may be deemed beneficially owned by him.

What is the significance of the family limited partnership in RNR’s Form 4 filing?

The filing notes 1,079 common shares are owned and controlled by a family limited partnership for immediate family members. These securities may be deemed beneficially owned by Kevin O’Donnell, reflecting indirect ownership, but they are held at the partnership level rather than directly in his name.