RGA (RGA) EVP John Hayden exercises SARs and sells 414 net shares

Rhea-AI Filing Summary

Reinsurance Group of America executive John W. Hayden, EVP and Controller, reported a combination of option-related activity and a small share sale in company stock. On May 20, 2026, he exercised stock appreciation rights tied to 1,867 shares of common stock at a base price of $129.80 per share.

According to the footnote, 1,126 shares were deducted to cover the SAR base price and 327 shares were withheld for applicable taxes, leaving 414 net shares issued. Those 414 shares were then sold in an open-market transaction at an average price of $214.95 per share. After these transactions, Hayden directly holds 20,949 shares of Reinsurance Group of America common stock.

Insights

Insider transactions analyst

Routine SAR exercise with a small related share sale.

EVP and Controller John W. Hayden exercised stock appreciation rights for 1,867 shares at a base price of $129.80. Most of these shares were used to cover the SAR base amount and associated taxes, which is standard for equity compensation.

The filing shows 414 net shares issued from the exercise, then sold at $214.95 per share in an open-market transaction. Following these moves, Hayden holds 20,949 common shares directly, so the sale represents a small portion of his reported holdings and appears economically routine in scale.

Insider Trade Summary

Net Seller: 414 shares ($88,989)

Net Sell 4 txns

Insider Hayden John W.

Role EVP, Controller

Sold 414 shs ($89K)

Type	Security	Shares	Price	Value
Exercise	Stock Appreciation Right (right to purchase) 2017	1,867	$0.00	--
Exercise	Common stock	1,867	$129.80	$242K
Tax Withholding	Common stock	1,453	$214.95	$312K
Sale	Common stock	414	$214.95	$89K

Holdings After Transaction: Stock Appreciation Right (right to purchase) 2017 — 0 shares (Direct, null); Common stock — 22,816 shares (Direct, null)

Footnotes (1)

1. Reflects the deduction of 1,126 shares to cover the base price of the SARs. There were 327 shares withheld for applicable withholding taxes, based on the fair market value of the stock on the date of exercise, and 414 net shares issued . SARS grants on March 3, 2017 vest in 25% increments on each of December 31, 2017, 2018, 2019 and 2020.

Key Figures

SAR shares exercised: 1,867 shares SAR base price: $129.80 per share Net shares sold: 414 shares +5 more

8 metrics

SAR shares exercised 1,867 shares Stock appreciation right exercise on May 20, 2026

SAR base price $129.80 per share Base price of exercised stock appreciation rights

Net shares sold 414 shares Open-market sale at $214.95 per share

Sale price $214.95 per share Average price for 414 sold shares

Shares for SAR base 1,126 shares Shares deducted to cover SAR base price

Shares withheld for taxes 327 shares Shares withheld for applicable withholding taxes

Post-transaction holdings 20,949 shares Common shares held directly after transactions

Transaction date May 20, 2026 Date of SAR exercise and related sale

Key Terms

Stock Appreciation Right, exercise or conversion of derivative security, tax-withholding disposition, open-market sale, +1 more

5 terms

Stock Appreciation Right financial

"Stock Appreciation Right (right to purchase) 2017"

A stock appreciation right (SAR) is a form of employee pay that gives the holder the right to receive the increase in a company's share price over a set reference price, paid in cash or shares, without having to buy stock first. It matters to investors because SARs can create future cash outflows or dilute existing shareholders if settled in stock, and they align employee incentives with share-price performance like a bonus tied to a home's price rise.

exercise or conversion of derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

open-market sale financial

"transaction_action": "open-market sale"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

withheld for applicable withholding taxes financial

"There were 327 shares withheld for applicable withholding taxes"

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Form 4 Insider Transactions: What Each Field Means →

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^*

Hayden John W.

(Last) (First) (Middle)

16600 SWINGLEY RIDGE ROAD

(Street)

CHESTERFIELD MISSOURI 63017

(City) (State) (Zip)

UNITED STATES

(Country)

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, Controller

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/20/2026		M		1,867(1)	A	$129.8	22,816	D
Common stock	05/20/2026		F		1,453(1)	D	$214.95	21,363	D
Common stock	05/20/2026		S		414	D	$214.95	20,949	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
Stock Appreciation Right (right to purchase) 2017	$129.8	05/20/2026		M			1,867(1)	(2)	03/03/2027	Common stock	1,867	$0	0	D

Explanation of Responses:

1. Reflects the deduction of 1,126 shares to cover the base price of the SARs. There were 327 shares withheld for applicable withholding taxes, based on the fair market value of the stock on the date of exercise, and 414 net shares issued .

2. SARS grants on March 3, 2017 vest in 25% increments on each of December 31, 2017, 2018, 2019 and 2020.

Remarks:

	/s/ My Chi To, by Power of Attorney	05/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did RGA executive John W. Hayden report on this Form 4?

John W. Hayden reported exercising stock appreciation rights for 1,867 RGA shares and selling 414 net shares. Most shares covered the SAR base amount and taxes, with remaining shares sold in the open market at $214.95 per share.

How many Reinsurance Group of America (RGA) shares did Hayden sell in this filing?

Hayden sold 414 shares of RGA common stock in an open-market transaction. These shares were the net result of exercising stock appreciation rights, after using shares to cover the SAR base and withholding additional shares for applicable taxes on the exercise.

What was the exercise price of John W. Hayden’s stock appreciation rights at RGA?

The stock appreciation rights exercised by Hayden had a base price of $129.80 per share. The filing notes that 1,126 shares were deducted to cover this base amount, with additional shares withheld for taxes, leaving 414 net shares issued from the transaction.

At what price were the RGA shares sold by John W. Hayden on May 20, 2026?

The 414 RGA shares sold by Hayden were transacted at an average price of $214.95 per share. These sales followed the exercise of stock appreciation rights and reflect the net shares remaining after covering the SAR base price and related tax withholding.

How many Reinsurance Group of America shares does Hayden hold after these transactions?

After completing the exercise of stock appreciation rights and the related share sale, Hayden directly holds 20,949 shares of Reinsurance Group of America common stock. This indicates the reported sale involves only a small portion of his disclosed share position.

How were tax obligations handled in John W. Hayden’s RGA equity transaction?

Tax obligations were met through share withholding. The filing states 327 shares were withheld for applicable taxes based on fair market value at exercise, while 1,126 shares covered the SAR base price, leaving 414 net shares to be issued and subsequently sold.