RGA (NYSE: RGA) HR chief reports RSU vesting and 7,697-share holding

Rhea-AI Filing Summary

Reinsurance Group of America executive reports RSU vesting and share withholding. EVP and Chief HR Officer Raymond Kleeman reported multiple equity transactions on January 15, 2026. Restricted share units granted in March 2023, 2024 and 2025 were exercised (code M), delivering a total of 1,594 shares of common stock. To cover tax obligations, the company withheld 502 shares at a price of $196.73 per share (code F). After these transactions, Kleeman directly owned 7,697 shares of Reinsurance Group of America common stock.

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

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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^*

Kleeman Raymond

(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, Chief HR Officer

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		308(1)(2)	A	(1)(2)	6,913	D
Common stock	01/15/2026		F		106(1)	D	$196.73(1)	6,807	D
Common stock	01/15/2026		M		310(2)(3)	A	(2)(3)	7,117	D
Common stock	01/15/2026		F		91(3)	D	$196.73(3)	7,026	D
Common stock	01/15/2026		M		976(2)(4)	A	(2)(4)	8,002	D
Common stock	01/15/2026		F		305(4)	D	$196.73(4)	7,697	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			308	12/31/2027	(1)	Common Stock	308	(1)	0	D
Restricted Share Unit - March 2024	$185.28(2)	01/15/2026		M			310	12/31/2026	(3)	Common stock	310	(3)	0	D
Restricted Share Unit - March 2023	$138.34(2)	01/15/2026		M			976	12/31/2025	(4)	Common stock	976	(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 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).
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FAQ

What insider activity did RGA EVP Raymond Kleeman report on this Form 4?

Raymond Kleeman, EVP and Chief HR Officer of Reinsurance Group of America (RGA), reported the vesting and settlement of restricted share units into common stock and the withholding of shares to cover taxes, all dated January 15, 2026.

How many RGA shares did Raymond Kleeman receive from RSU vesting?

On January 15, 2026, restricted share units from the March 2023, March 2024 and March 2025 awards were exercised (code M), delivering a combined 1,594 shares of Reinsurance Group of America common stock.

How many RGA shares were withheld for taxes and at what price?

To satisfy tax withholding obligations, a total of 502 shares of RGA common stock were surrendered in transactions coded F at a price of $196.73 per share.

What is Raymond Kleeman’s RGA share ownership after these transactions?

Following the reported transactions on January 15, 2026, Raymond Kleeman directly owned 7,697 shares of Reinsurance Group of America common stock.

What do the restricted share unit footnotes in the RGA Form 4 explain?

The footnotes explain that each restricted share unit represents a right to receive one share of RGA common stock and describe the vesting schedules: the March 2023 and March 2024 grants vest in 33 1/3% annual increments and fully vest on December 31, 2025 and December 31, 2026, respectively, while the March 2025 grant fully vests on December 31, 2027.

Is the RGA Form 4 filed by more than one reporting person?

No. The Form 4 is filed by a single reporting person, Raymond Kleeman, as indicated by the box checked for “Form filed by One Reporting Person.”