Item 1.01 Entry into a Material Definitive Agreement.

On January 6, 2020, RenaissanceRe Holdings Ltd. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Tokio Marine & Nichido Fire Insurance Co., Ltd. (the "Selling Stockholder") and Morgan Stanley & Co. LLC (the "Underwriter"). The Underwriting Agreement provided for the offer and sale by the Selling Stockholder (the "Offering") of 1,739,071 common shares, par value $1.00 per share, of the Company (the "Shares").

The Offering was made pursuant to a shelf registration statement on Form S-3 (No. 333-235821), filed with the United States Securities and Exchange Commission (the "SEC") on January 6, 2020, and a prospectus supplement filed with the SEC on January 7, 2020. The Offering of the Shares closed on January 9, 2020.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company and the Selling Stockholder. It also provides for customary indemnification of the Underwriter by each of the Company and the Selling Stockholder for certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

Item 8.01 Other Events.

On January 6, 2020, the Company issued a press release announcing the pricing of the Offering of the Shares. The press release announcing the pricing of the Offering is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits


   1.1        Underwriting Agreement, dated January 6, 2020, by and among
            RenaissanceRe Holdings Ltd., Tokio Marine & Nichido Fire Insurance Co.,
            Ltd. and Morgan Stanley & Co. LLC.

  99.1        Press Release, dated January 6, 2020.

  101       Pursuant to Rule 406 of Regulation S-T, the cover page information in
            formatted in Inline XBRL.

  104       Cover Page Interactive Data File (embedded within the Inline XBRL
            document and included in Exhibit 101).

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