RNR RenaissanceRe Holdings Ltd

On May 31, 2023, RenaissanceRe Holdings Ltd. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Barclays Capital Inc., HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC, on behalf of themselves and as representatives of the underwriters named therein. The Underwriting Agreement provided for the offer and sale (the “Offering”) of $750,000,000 aggregate principal amount of the Company’s 5.750% Senior Notes due 2033 (the “Notes”). A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference.

The Offering was made pursuant to a shelf registration statement on Form S-3 (No. 333-272124) filed with the United States Securities and Exchange Commission (the “SEC”) on May 22, 2023 and a prospectus supplement filed with the SEC on June 2, 2023. The Offering of the Notes closed on June 5, 2023. In connection with the Offering, the Company entered into the Second Supplemental Indenture described below.

Second Supplemental Indenture

On June 5, 2023, the Company, as issuer, and Deutsche Bank Trust Company Americas (“Deutsche Bank”), as trustee, entered into a second supplemental indenture (the “Second Supplemental Indenture”) to that certain Senior Indenture, by and between the Company, as issuer, and Deutsche Bank, as trustee, dated as of April 2, 2019 (the “Senior Base Indenture”). The Senior Base Indenture and the Second Supplemental Indenture set forth the terms and conditions under which the Notes were issued as well as the rights and obligations of the parties thereto and of the holders of the Notes. Copies of the Senior Base Indenture and the Second Supplemental Indenture are filed as Exhibits 4.1 and 4.2 hereto, respectively, and are incorporated herein by reference.