GREENLIGHT CAPITAL RE, LTD.
For the period ended Dec 31, 2025. Filed Mar 9, 2026.
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FY2025 · Filed Mar 9, 2026
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Share Capital
- SHARE CAPITAL
Ordinary Shares
The following table is a summary of changes in ordinary shares issued and outstanding:
| 2025 · 2024 · 2023 | |||||
|---|---|---|---|---|---|
| Ordinary | Ordinary | Ordinary | Class A | Class B | |
| Balance – beginning of year | 34,831,324 | 35,336,732 | — | 28,569,346 | 6,254,715 |
| Issue of shares for vested RSUs (see Note 12) | 100,793 | 77,993 | 64,719 | 77,695 | — |
| Issue of restricted shares to employees | — | — | — | 470,610 | — |
| Issue of restricted shares to directors | 56,322 | 58,751 | — | 65,394 | — |
| Forfeiture of restricted shares (see Note 12) | (376,686) | (94,750) | — | (165,747) | — |
| Repurchase of ordinary shares | (714,044) | (547,402) | — | — | — |
| Re-designate Class B to Class A shares | — | — | — | 6,254,715 | (6,254,715) |
| Reclassify Class A to Ordinary shares | — | — | 35,272,013 | (35,272,013) | — |
| Balance – end of year | 33,897,709 | 34,831,324 | 35,336,732 | — | — |
The Company’s authorized share capital is 125,000,000 ordinary shares, par value of $0.10 per share.
On July 25, 2023, at the Company’s Annual General Meeting the shareholders approved the re-designation of Class B ordinary shares as Class A ordinary shares, and then reclassified Class A ordinary shares as “ordinary shares”, resulting in the elimination of the dual-class share structure.
At December 31, 2025, the Company has an effective Form S-3 registration statement on file with the SEC for an aggregate principal amount of $200.0 million in securities.
Share Repurchase Plan
On May 2, 2025, the Board of Directors re-approved the share repurchase plan, until June 30, 2026, authorizing the Company to repurchase up to $25.0 million of ordinary shares or securities convertible into ordinary shares in the open market, through privately negotiated transactions or Rule 10b5-1 stock trading plans. Any shares repurchased are canceled immediately upon repurchase. For the year ended December 31, 2025, the Company repurchased 714,044 ordinary shares for $9.8 million (2024:547,402 ordinary shares for $7.5 million).
Preferred Shares
The Company’s authorized share capital also consists of 50,000,000 preference shares with a par value of $0.10 each. At December 31, 2025, the Company has no issued and outstanding preferred shares.
- SHARE-BASED COMPENSATION
On July 25, 2023, at the Company’s Annual General Meeting the shareholders approved the Greenlight Capital Re, Ltd. 2023 Omnibus Incentive Plan, or the 2023 Incentive Plan. The 2023 Incentive Plan replaces the Greenlight Capital Re, Ltd. Amended and Restated 2004 Stock Incentive Plan, or the 2004 Stock Incentive Plan. The aggregate number of ordinary shares that are available to be delivered pursuant to awards granted under the 2023 Incentive Plan is equal to the sum of (i)2,000,000 shares, and (ii) any shares that remained or otherwise become available under the 2004 Stock Incentive Plan as of July 25, 2023. If, after July 25, 2023, any award granted under the 2023 Incentive Plan or the 2004 Stock Incentive Plan is forfeited or otherwise expires, terminates or is canceled, then the number of ordinary shares subject to such award that were not issued shall become available for issuance under the 2023 Incentive Plan. The 2023 Incentive Plan is administered by the Compensation Committee of the Board of Directors.
At December 31, 2025,2,932,559 (2024:2,834,519) ordinary shares remained available for future issuance under the Company’s 2023 Incentive Plan. Under this plan, the Company is authorized to issue restricted shares, RSUs, and stock options. Share-based awards contain restrictions relating to vesting (service-based and/or performance-based), forfeiture in the event of termination of employment, transferability, and other matters.
Restricted Shares
The following table summarizes the activity for unvested outstanding restricted share awards (“RSs”):
| Performance RSs | Service RSs | |||
|---|---|---|---|---|
| Number ofnon-vestedrestricted shares | Weighted averagegrant datefair value | Number ofnon-vestedrestricted shares | Weighted averagegrant datefair value | |
| Balance at December 31, 2023 | 1,042,688 | $9.94 | 419,604 | $9.18 |
| Granted | — | — | 58,751 | 12.51 |
| Vested | (3,351) | 7.76 | (286,799) | 9.34 |
| Forfeited | (94,750) | 10.71 | — | — |
| Balance at December 31, 2024 | 944,587 | $9.87 | 191,556 | 9.96 |
| Granted | — | — | 56,322 | 13.05 |
| Vested | (222,532) | 9.65 | (134,418) | 10.02 |
| Forfeited | (374,474) | 9.08 | (2,212) | 9.85 |
| Balance at December 31, 2025 | 347,581 | $10.87 | 111,248 | $11.45 |
For the year ended December 31, 2025, the Company granted 56,322 Service RSs (2024:58,751) to independent directors as part of their remuneration for services to the Company. These will vest on the earlier of (i) the first anniversary of the date of the share issuance and (ii) the Company’s next annual general meeting, subject to the grantee’s continued service with the Company. During the vesting period, the independent directors retain voting rights on these Service RSs; but they are not entitled to any dividends declared until the Service RSs vest.
At December 31, 2025, there was $0.5 million (2024: $1.2 million) of unrecognized compensation cost relating to non-vested restricted shares, which the Company expects to recognize over a weighted-average period of 0.6 years (2024:0.9 years). For the year ended December 31, 2025, the total fair value of RSs vested was $4.9 million (2024: $3.4 million).
Restricted Stock Units
The following table summarizes the activity for unvested outstanding restricted stock units (“RSUs”) during the years ended December 31, 2025, and 2024:
| Performance RSUs | Service RSUs | |||
|---|---|---|---|---|
| Number ofnon-vestedRSUs | Weighted averagegrant datefair value | Number ofnon-vestedRSUs | Weighted averagegrant datefair value | |
| Balance at December 31, 2023 | 154,445 | $8.03 | 110,425 | $8.78 |
| Granted | 258,148 | 11.85 | 124,425 | 11.85 |
| Vested | (456) | 11.85 | (77,537) | 8.96 |
| Forfeited | (8,611) | 9.74 | (7,479) | 10.81 |
| Balance at December 31, 2024 | 403,526 | $10.43 | 149,834 | 11.14 |
| Granted | 185,551 | 13.16 | 149,435 | 13.16 |
| Vested | (38,752) | 6.82 | (62,041) | 10.46 |
| Forfeited | (59,502) | 7.55 | (12,477) | 12.34 |
| Balance at December 31, 2025 | 490,823 | $12.10 | 224,751 | $12.60 |
The Service RSUs granted to employees vest evenly over three years on January 1, subject to the grantee’s continued service with the Company. If performance goals are achieved, the Performance RSUs granted to employees in 2024 and 2025 will cliff vest at the end of athree-year performance period within a range of 0% and 200% of the awarded Performance RSUs, with a target of 100%. For Performance RSUs granted to employees prior to 2024, these will cliff vest at the end of athree-year performance period within a range of 25% and 100% of the awarded Performance RSUs, with a target of 50%.
At December 31, 2025, the total compensation cost related to non-vested RSUs not yet recognized was $3.1 million (2024: $1.2 million), which the Company expects to recognize over a weighted-average period of 1.6 years (2024:1.7 years). For the year ended December 31, 2025, the total fair value of RSUs vested was $1.4 million (2024: $0.7 million).
Employee and Director Stock Options
During the year ended December 31, 2025, no stock options were granted to employees.
During the year ended December 31, 2024,250,000 ordinary share purchase options were granted to the Company’s CEO, pursuant to his employment contract. These options vest 50,000 annually and expire in 10 years from the grant date. The grant date fair value of these options was $4.31 per share, based on the Black-Scholes option pricing model. The following inputs were used in this pricing model:
| Expected volatility | 36.4% |
|---|---|
| Expected term (in years) | 5 |
| Expected dividend yield | —% |
| Risk-free interest rate | 3.9% |
| Stock price at grant date | $11.20 |
The following table summarizes the stock option activity:
| Number of options outstanding | Weighted average exercise price | Weighted average grant date fair value | Intrinsic value (in $ millions) | Weighted average remaining contractual term | |
|---|---|---|---|---|---|
| Balance at December 31, 2022 | 690,337 | $22.25 | $10.18 | $— | 4.0 years |
| Expired | (38,197) | 26.44 | 13.09 | ||
| Balance at December 31, 2023 | 652,140 | 22.01 | 10.01 | — | 3.2 years |
| Granted | 250,000 | 11.20 | 4.31 | ||
| Expired | (31,821) | 32.37 | 15.71 | ||
| Balance at December 31, 2024 | 870,319 | 18.52 | 8.17 | 0.7 | 4.2 years |
| Expired | (40,683) | 26.67 | 12.29 | ||
| Balance at December 31, 2025 | 829,636 | $18.12 | $7.96 | $— | 3.4 years |
The following table summarizes information about options exercisable:
| December 31, 2025 | December 31, 2024 | December 31, 2023 | |
|---|---|---|---|
| Number of options exercisable | 629,636 | 620,319 | 652,140 |
| Weighted-average exercise price | $20.32 | $21.47 | $22.01 |
| Weighted-average remaining contractual term | 1.9 | 2.3 | 3.2 |
| Intrinsic value | $0.2 | $— | $— |
During the year ended December 31, 2025,50,000 options vested (2024: nil). The options that vested in 2025 had a weighted average grant date fair value of $4.31. At December 31, 2025, the total compensation cost related to non-vested options not yet recognized was $0.3 million (2024: $$0.6 million), which the Company expects to recognize over a weighted-average period of 2.2 years
Stock Compensation Expense
For the year ended December 31, 2025, the Company recorded $7.1 million (2024: $4.5 million, 2023: $6.1 million) of total stock compensation expense (net of forfeitures) - see Note 16 “Separation Agreement with Former CEO” during the year ended December 31, 2023. Forfeiture recoveries were immaterial for the current and last two fiscal years.
- EARNINGS PER SHARE
The following table reconciles net income and weighted average shares used in computing basic and diluted EPS:
| Years ended December 31, | 2025 | 2024 | 2023 |
|---|---|---|---|
| Numerator for EPS: | |||
| Net income - basic | $74,832 | $42,816 | $86,830 |
| Net income - diluted | $74,832 | $42,816 | $86,830 |
| Denominator for EPS: | |||
| Weighted average shares outstanding - basic | 33,816,820 | 34,097,572 | 34,067,974 |
| Effect of dilutive employee and director share-based awards | 685,705 | 555,881 | 729,885 |
| Weighted average shares outstanding - diluted | 34,502,525 | 34,653,453 | 34,797,859 |
| Anti-dilutive stock options outstanding | 579,636 | 870,319 | 652,140 |
| EPS: | |||
| Basic | $2.21 | $1.26 | $2.55 |
| Diluted | 2.17 | 1.24 | 2.50 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.