RenaissanceRe (NYSE: RNR) CEO forfeits 2,424 shares, 7,647 withheld for tax

Rhea-AI Filing Summary

RenaissanceRe Holdings president and CEO Kevin O'Donnell reported routine share adjustments tied to a performance-based equity award. On March 10, 2026, 2,424 common shares were returned to the issuer when a portion of a March 1, 2023 performance-based restricted share grant was forfeited after the three-year performance period ended on December 31, 2025.

On the same date, 7,647 common shares at $297.22 per share were withheld to cover tax obligations upon vesting of the remaining performance-based restricted shares. After these dispositions, O'Donnell directly held 436,823 common shares, with an additional 1,079 shares held indirectly through a family limited partnership.

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)
03/10/2026

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	03/10/2026		D		2,424(1)	D	$0	444,470	D
Common Stock	03/10/2026		F		7,647(2)	D	$297.22	436,823	D
Common Stock								1,079	I	by Partnership(3)

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. Represents the forfeiture of a portion of performance-based restricted shares granted to the reporting person on March 1, 2023 pursuant to the issuer's First Amended and Restated 2016 Long Term Incentive Plan, as amended. The award vested following the expiration of the performance period on December 31, 2025, subject to satisfaction of service- and performance-based conditions. The amount initially awarded represented the maximum achievable number of shares. The number of shares that ultimately vested was 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, as determined by the Corporate Governance and Human Capital Management Committee. Shares that were no longer eligible to vest following the release of peer results and the Committee's determination of performance were forfeited.

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

3. 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:

	/s/ Molly E. Gardner, Attorney-in-Fact	03/12/2026
	** 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 insider transactions did RNR CEO Kevin O'Donnell report on March 10, 2026?

Kevin O'Donnell reported two routine dispositions on March 10, 2026. He forfeited 2,424 performance-based restricted shares back to the issuer and had 7,647 shares withheld at $297.22 each to satisfy tax obligations upon vesting of a long-term incentive award.

Why were 2,424 RenaissanceRe (RNR) shares forfeited by the CEO?

The 2,424 shares represent a forfeited portion of performance-based restricted shares granted on March 1, 2023. After the performance period ended December 31, 2025, committee-determined results meant some shares were no longer eligible to vest and were therefore returned to the issuer.

What does the 7,647-share tax withholding transaction mean for RNR's CEO?

The 7,647 shares were withheld to pay withholding taxes when performance-based restricted shares vested. This F-code transaction is a tax-withholding disposition, not an open-market sale, and reflects the tax treatment of equity compensation rather than a discretionary stock trade.

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

Following the March 10, 2026 adjustments, Kevin O'Donnell directly held 436,823 shares of RenaissanceRe common stock. Additionally, 1,079 shares are held indirectly through a family limited partnership for the benefit of immediate family members, which may be deemed beneficially owned by him.

What role did performance metrics play in the CEO’s forfeited RNR shares?

The forfeited shares came from a performance-based award where the initial grant was the maximum possible. The actual vesting depended on average growth in book value per common share plus dividends and underwriting expense ratio versus peers over three years, as determined by a board committee.