STOCK TITAN

RenaissanceRe (RNR) EVP awarded restricted stock and performance shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

RenaissanceRe Holdings executive David E. Marra, EVP and Chief Underwriting Officer, reported stock-based compensation changes. He received a grant of 2,975 restricted common shares that will vest in four equal annual installments beginning on March 1, 2027. He was also awarded up to 8,926 performance-based restricted common shares, which may vest after the service period ending on December 31, 2028, subject to service and performance conditions. To cover withholding taxes on previously granted restricted shares vesting from awards made in 2023, 2024, and 2025, a total of 254, 317, and 382 shares, respectively, were disposed of at a price of $302.46 per share. After these grants and tax-withholding dispositions, Marra directly owns 98,747 common shares.

Positive

  • None.

Negative

  • None.

Insights

Routine equity awards and tax withholdings for a senior executive.

David E. Marra, an executive at RenaissanceRe Holdings, reported standard stock-based compensation activity. He received 2,975 time-based restricted shares and a performance-based award with a maximum of 8,926 common shares under the company’s 2016 long-term incentive plan.

The performance-based shares vest only if service and performance metrics tied to book value growth, dividends, and underwriting expense ratios are met through December 31, 2028. Separately, 254, 317, and 382 shares were withheld at $302.46 per share to satisfy tax obligations as earlier restricted stock vested.

This filing reflects planned compensation mechanics rather than discretionary open-market trading. The overall impact is administrative, with Marra’s direct holdings moving to 98,747 common shares as these awards and tax withholdings were recorded.

Insider Marra David E
Role EVP,Chief Underwriting Officer
Type Security Shares Price Value
Grant/Award Common Stock 2,975 $0.00 --
Grant/Award Common Stock 8,926 $0.00 --
Tax Withholding Common Stock 254 $302.46 $77K
Tax Withholding Common Stock 317 $302.46 $96K
Tax Withholding Common Stock 382 $302.46 $116K
Holdings After Transaction: Common Stock — 90,774 shares (Direct)
Footnotes (1)
  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. 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. Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on March 1, 2023. Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on March 1, 2024. Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on March 1, 2025.
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
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Marra David E

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP,Chief Underwriting 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) 2,975 A $0 90,774 D
Common Stock 03/01/2026 A(2) 8,926 A $0 99,700 D
Common Stock 03/01/2026 F(3) 254 D $302.46 99,446 D
Common Stock 03/01/2026 F(4) 317 D $302.46 99,129 D
Common Stock 03/01/2026 F(5) 382 D $302.46 98,747 D
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, 2023.
4. Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on March 1, 2024.
5. Shares withheld for payment of withholding taxes upon the vesting of restricted shares granted to the reporting person on March 1, 2025.
Remarks:
/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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What equity awards did RNR executive David E. Marra receive in this Form 4?

David E. Marra received 2,975 restricted common shares and up to 8,926 performance-based restricted shares. Both awards were granted under RenaissanceRe’s 2016 long-term incentive plan, with vesting tied to multi-year service and performance conditions extending through December 31, 2028.

How do the new restricted stock awards for RNR’s David E. Marra vest?

The 2,975 restricted shares vest in four equal annual installments starting March 1, 2027. The 8,926 performance-based restricted shares may vest after December 31, 2028, depending on service requirements and performance versus book value growth and underwriting expense ratio targets.

Why were RNR shares disposed of in David E. Marra’s Form 4 filing?

The share dispositions are tax-withholding transactions, not open-market sales. A total of 254, 317, and 382 shares were withheld at $302.46 per share to pay withholding taxes as restricted shares granted in 2023, 2024, and 2025 vested.

What performance metrics affect David E. Marra’s 8,926 performance-based RNR shares?

The maximum 8,926 performance-based shares depend on RenaissanceRe’s average growth in book value per common share plus accumulated dividends and its average underwriting expense ratio versus peers across a three-year performance period, combined with Marra’s continued employment through December 31, 2028.

How many RenaissanceRe common shares does David E. Marra own after these transactions?

Following the reported grants and tax-withholding dispositions, David E. Marra directly owns 98,747 shares of RenaissanceRe common stock. This reflects the net effect of new restricted and performance-based awards and shares withheld to satisfy related tax obligations.

Are the stock disposals in David E. Marra’s RNR Form 4 open-market sales?

No, the disposals are classified with transaction code F, indicating shares withheld to pay exercise price or tax liabilities. They relate to vesting of prior restricted stock grants rather than discretionary open-market selling by the executive.