STOCK TITAN

RGA EVP, CIO Brooks converts RSUs to stock and withholds shares (NYSE: RGA)

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

Rhea-AI Filing Summary

Reinsurance Group of America executive Mark J. Brooks, EVP and CIO, reported equity award activity involving restricted share units (RSUs) and common stock on January 15, 2026. RSUs from a March 2025 grant covering 306 units and a March 2024 grant covering 309 units were settled into shares of common stock, with the RSUs vesting in 33 1/3% increments over three years and fully vesting on December 31, 2027 and December 31, 2026, respectively. Each RSU represents a contingent right to receive one share of common stock upon settlement.

In connection with these settlements, 106 shares and 107 shares of common stock were disposed of at a price of $196.73 per share, typically reflecting shares withheld to cover taxes, leaving Brooks with direct beneficial ownership of 402 shares and 604 shares of common stock after the respective transactions. All transactions were reported as directly owned by Brooks and were filed on a single Form 4 for one reporting person.

Positive

  • None.

Negative

  • None.
Insider BROOKS MARK J
Role EVP, CIO
Type Security Shares Price Value
Exercise Restricted Share Unit - March 2025 306 $0.00 --
Exercise Restricted Share Unit - March 2024 309 $0.00 --
Exercise Common Stock 306 $0.00 --
Tax Withholding Common Stock 106 $196.73 $21K
Exercise Common Stock 309 $0.00 --
Tax Withholding Common Stock 107 $196.73 $21K
Holdings After Transaction: Restricted Share Unit - March 2025 — 0 shares (Direct); Restricted Share Unit - March 2024 — 0 shares (Direct); Common Stock — 508 shares (Direct)
Footnotes (1)
  1. Restricted share units settle in Common Stock, vest in 33 and 1/3% increments over three years, and fully vest on December 31, 2027. Each RSU represents a contingent right to receive one (1) share of the Issuer's Common Stock upon settlement. Restricted share units settle in Common Stock, vest in 33 and 1/3% increments over three years, and fully vest on December 31, 2026.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
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*
BROOKS MARK J

(Last) (First) (Middle)
16600 SWINGLEY RIDGE ROAD

(Street)
CHESTERFIELD MO 63017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
REINSURANCE GROUP OF AMERICA INC [ RGA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, CIO
3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026
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 01/15/2026 M 306(1)(2) A (1)(2) 508 D
Common Stock 01/15/2026 F 106(1) D $196.73 402 D
Common Stock 01/15/2026 M 309(2)(3) A (2)(3) 711 D
Common Stock 01/15/2026 F 107(3) D $196.73 604 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
Restricted Share Unit - March 2025 $193(2) 01/15/2026 M 306 12/31/2027 (1) Common Stock 306 (1) 0 D
Restricted Share Unit - March 2024 $185.28(2) 01/15/2026 M 309 12/31/2026 (3) Common stock 309 (3) 0 D
Explanation of Responses:
1. Restricted share units settle in Common Stock, vest in 33 and 1/3% increments over three years, and fully vest on December 31, 2027.
2. Each RSU represents a contingent right to receive one (1) share of the Issuer's Common Stock upon settlement.
3. Restricted share units settle in Common Stock, vest in 33 and 1/3% increments over three years, and fully vest on December 31, 2026.
Remarks:
/s/ My Chi To, by Power of Attorney 01/20/2026
** 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 insider transactions did RGA executive Mark J. Brooks report on this Form 4 for RGA?

Mark J. Brooks, EVP and CIO of Reinsurance Group of America (RGA), reported the settlement of RSUs into common stock and related share disposals on January 15, 2026. RSUs from March 2025 (306 units) and March 2024 (309 units) were converted to common stock, and 106 and 107 common shares, respectively, were disposed of at $196.73 per share.

How many RGA RSUs did Mark J. Brooks have settle into common stock in January 2026?

On January 15, 2026, RSUs from two grants settled into common stock for Mark J. Brooks: 306 restricted share units from a March 2025 grant and 309 restricted share units from a March 2024 grant. Each RSU represents a contingent right to receive one share of RGA common stock upon settlement.

At what price were RGA common shares disposed of in Mark J. Brooks’ Form 4 filing?

The Form 4 shows that 106 and 107 shares of Reinsurance Group of America common stock were disposed of, each at a price of $196.73 per share. These disposals are commonly associated with covering tax obligations upon RSU settlement, though the filing labels them simply as disposition transactions with code F.

How many RGA shares did Mark J. Brooks own after the reported transactions?

After the RSU settlements and related share disposals reported on January 15, 2026, Mark J. Brooks is shown as directly owning 402 shares of RGA common stock following one set of transactions and 604 shares following the other, as disclosed in the Form 4 tables.

What are the vesting terms of the RGA restricted share units reported by Mark J. Brooks?

The footnotes state that the restricted share units settle in common stock and vest in 33 1/3% increments over three years. The March 2025 RSUs fully vest on December 31, 2027, and the March 2024 RSUs fully vest on December 31, 2026. Each RSU represents a contingent right to receive one share of RGA common stock upon settlement.

Is Mark J. Brooks a director or officer of Reinsurance Group of America according to this Form 4?

According to the Form 4, Mark J. Brooks is reported as an officer of Reinsurance Group of America, with the title EVP, CIO (Executive Vice President, Chief Investment Officer). He is not indicated as a director or 10% owner on this filing.