STOCK TITAN

RGA (NYSE: RGA) executive advisor settles RSUs and adjusts holdings

(Neutral)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Reinsurance Group of America executive advisor Wainwright Simon reported multiple equity award transactions in company stock. On January 15, 2026, three batches of restricted share units granted in March 2023, 2024 and 2025 were exercised (transaction code M), converting a total of 796 restricted share units into the same number of common shares, consistent with the disclosure that each unit represents a right to receive one share of common stock upon settlement.

On the same date, several dispositions of common stock (transaction code F) occurred, including 88 shares at $196.73 and 226 shares at $196.73, along with smaller disposals linked to the March 2024 and March 2023 awards. After these transactions, Simon directly held 11,988 shares of RGA common stock. The footnotes explain that the March 2023, 2024 and 2025 restricted share unit grants vest over time, with final vesting dates on December 31, 2025, December 31, 2026 and December 31, 2027, respectively.

Positive

  • None.

Negative

  • None.
Insider Wainwright Simon
Role Exec. Advisor to CEO
Type Security Shares Price Value
Exercise Restricted Share Unit - March 2025 187 $0.00 $0.00
Exercise Restricted Share Unit - March 2024 129 $0.00 $0.00
Exercise Restricted Share Unit - March 2023 480 $0.00 $0.00
Exercise Common stock 187 $0.00 $0.00
Exercise Price or Tax Liability Common stock 88 $196.73 $17K
Exercise Common stock 129 $0.00 $0.00
Exercise Price or Tax Liability Common stock 61 $0.00 $0.00
Exercise Common stock 480 $0.00 $0.00
Exercise Price or Tax Liability Common stock 226 $196.73 $44K
Holdings After Transaction: Restricted Share Unit - March 2025 — 0 shares (Direct); Restricted Share Unit - March 2024 — 0 shares (Direct); Restricted Share Unit - March 2023 — 0 shares (Direct); Common stock — 11,988 shares (Direct)
Footnotes (4)
  1. F1. Restricted share units granted on March 6, 2025, vest in 33 and 1/3% increments over three years, and fully vest on December 31, 2027.
  2. F2. Each restricted share unit represents a contingent right to receive one (1) share of the Issuer's Common Stock upon settlement.
  3. F3. Restricted share units granted on March 15, 2024, vest in 33 and 1/3% increments over three years, and fully vest on December 31, 2026.
  4. F4. Restricted share units granted on March 9, 2023, fully vest on December 31, 2025.

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FAQ

Who is the insider reporting this Form 4 for RGA?

The reporting person is Wainwright Simon, who is listed as an Officer of Reinsurance Group of America, Inc. with the title Exec. Advisor to CEO. The form is filed by one reporting person on an individual basis.

What equity awards did Wainwright Simon exercise in this RGA Form 4?

On January 15, 2026, Simon exercised restricted share units from three grants labeled Restricted Share Unit - March 2025 (187 units), Restricted Share Unit - March 2024 (129 units), and Restricted Share Unit - March 2023 (480 units). Each unit represents a contingent right to receive one share of RGA common stock upon settlement.

How many RGA common shares did Wainwright Simon acquire and dispose of?

The exercises (transaction code M) converted a total of 796 restricted share units into common stock through three transactions of 187, 129 and 480 shares. Dispositions (transaction code F) included 88 shares at $196.73, 226 shares at $196.73, and additional smaller disposals of 61 shares, all reported as direct ownership changes.

What is Wainwright Simon’s RGA share ownership after these transactions?

Following the reported transactions on January 15, 2026, Wainwright Simon’s directly held position in RGA common stock is reported at 11,988 shares in Table I of the filing.

How do the vesting schedules work for the reported RGA restricted share units?

The March 6, 2025 grant vests in 33 1/3% increments over three years and fully vests on December 31, 2027. The March 15, 2024 grant also vests in 33 1/3% increments over three years and fully vests on December 31, 2026. The March 9, 2023 grant fully vests on December 31, 2025.

Are there any derivative securities remaining after these RGA transactions?

Table II shows that, after the January 15, 2026 exercises coded M, the number of derivative securities (restricted share units) for the March 2023, 2024 and 2025 awards is reported as 0 for each of those specific entries, indicating those units referenced in the table have been fully exercised.

Do the restricted share units in this RGA filing convert into common stock on a one-for-one basis?

Yes. A footnote explicitly states that each restricted share unit represents a contingent right to receive one (1) share of Reinsurance Group of America, Inc. common stock upon settlement, establishing a one-for-one conversion ratio for the units reported.

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*
Wainwright Simon

(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)
Exec. Advisor to CEO
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 187(1)(2) A (1)(2) 11,754 D
Common stock 01/15/2026 F 88(1) D $196.73(1) 11,666 D
Common stock 01/15/2026 M 129(2)(3) A (2)(3) 11,795 D
Common stock 01/15/2026 F 61(3) D (3) 11,734 D
Common stock 01/15/2026 M 480(2)(4) A (2)(4) 12,214 D
Common stock 01/15/2026 F 226(4) D $196.73(4) 11,988 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 187 12/31/2027 (1) Common Stock 187 (1) 0 D
Restricted Share Unit - March 2024 $185.28(2) 01/15/2026 M 129 12/31/2026 (3) Common stock 129 (3) 0 D
Restricted Share Unit - March 2023 $138.34(2) 01/15/2026 M 480 12/31/2025 (4) Common stock 480 (4) 0 D
Explanation of Responses:
1. Restricted share units granted on March 6, 2025, vest in 33 and 1/3% increments over three years, and fully vest on December 31, 2027.
2. Each restricted share unit represents a contingent right to receive one (1) share of the Issuer's Common Stock upon settlement.
3. Restricted share units granted on March 15, 2024, vest in 33 and 1/3% increments over three years, and fully vest on December 31, 2026.
4. Restricted share units granted on March 9, 2023, fully vest on December 31, 2025.
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.