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Reinsurance Group of America (RGA) EVP exercises options and withholds 8,722 shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

REINSURANCE GROUP OF AMERICA INC executive Jonathan Porter, EVP and Global Chief Risk Officer, reported a series of option exercises and related share withholdings on August 11, 2026. He exercised 17,311 stock options granted between 2019 and 2023, with exercise prices ranging from $106.53 to $145.25 per share, receiving an equivalent number of common shares. To fund the exercise prices, a total of 8,722 common shares were withheld at $244.65 per share, as described in the footnotes, resulting in net share settlements for each grant. One 2023 net-settled option grant shows 857 options remaining after this transaction. The filing indicates these trades were not made under a Rule 10b5-1 trading plan.

Positive

  • None.

Negative

  • None.
Insider PORTER JONATHAN
Role EVP, Global Chief Risk Officer
Type Security Shares Price Value
Exercise Non-Qualified Stock Options 2019 F6 2,264 $0.00 $0.00
Exercise Non-Qualified Stock Option - 2020 F7 5,707 $0.00 $0.00
Exercise Non-Qualified Stock Option - 2021 F8 2,437 $0.00 $0.00
Exercise Net Settled Options - 2022 F9 4,332 $0.00 $0.00
Exercise Net Settled Options - 2023 F10 2,571 $0.00 $0.00
Exercise Common stock 2,264 $145.25 $329K
Exercise Price or Tax Liability Common stock F1 1,345 $244.65 $329K
Exercise Common stock 5,707 $117.85 $673K
Exercise Price or Tax Liability Common stock F2 2,750 $244.65 $673K
Exercise Common stock 2,437 $129.01 $314K
Exercise Price or Tax Liability Common stock F3 1,286 $244.65 $315K
Exercise Common stock 4,332 $106.53 $461K
Exercise Price or Tax Liability Common stock F4 1,887 $244.65 $462K
Exercise Common stock 2,571 $138.34 $356K
Exercise Price or Tax Liability Common stock F5 1,454 $244.65 $356K
Holdings After Transaction: Non-Qualified Stock Options 2019 — 0 shares (Direct); Non-Qualified Stock Option - 2020 — 0 shares (Direct); Non-Qualified Stock Option - 2021 — 0 shares (Direct); Net Settled Options - 2022 — 0 shares (Direct); Net Settled Options - 2023 — 857 shares (Direct); Common stock — 23,474 shares (Direct)
Footnotes (10)
  1. F1. Represents the gross number of shares received (2,264), less shares withheld to satisfy conversion price (1,345), resulting in a net settlement of 919 shares.
  2. F2. Represents the gross number of shares received (5,707), less shares withheld to satisfy conversion price (2,750), resulting in a net settlement of 2,957 shares.
  3. F3. Represents the gross number of shares received (2,437), less shares withheld to satisfy conversion price (1,286), resulting in a net settlement of 1,151 shares.
  4. F4. Represents the gross number of shares received (4,332), less shares withheld to satisfy conversion price (1,887), resulting in a net settlement of 2,445 shares.
  5. F5. Represents the gross number of shares received (2,571), less shares withheld to satisfy conversion price (1,454), resulting in a net settlement of 1,117 shares.
  6. F6. Non-Qualified Stock Option grants on March 1, 2019 vest in 25% increments on each of December 31, 2019, 2020, 2021 and 2022.
  7. F7. Non-Qualified Stock Option grants on March 6, 2020 vest in 25% increments on each of December 31, 2020, 2021, 2022 and 2023.
  8. F8. Non-qualified stock option grants on March 11, 2021 vest in 25% increments on each of December 31, 2021, 2022, 2023 and 2024.
  9. F9. Net settled options grants (Canada) on March 22, 2022 vest in 25% increments on each of December 31, 2022, 2023, 2024 and 2025.
  10. F10. Net settled options grants (Canada) on March 9, 2023 vest in 25% increments on each of December 31, 2023, 2024, 2025 and 2026.
Options exercised 17,311 shares Total derivative shares exercised across 5 grants on August 11, 2026
Shares withheld 8,722 shares Code F transactions used to pay option exercise prices at $244.65 per share
Highest exercise price $145.25 per share Non-Qualified Stock Options 2019 converted into common stock
Lowest exercise price $106.53 per share Net Settled Options 2022 converted into common stock
Withholding price $244.65 per share Price used for all Code F share withholdings to pay exercise prices
Remaining 2023 options 857 options Net Settled Options 2023 reported as remaining after the exercise
Non-Qualified Stock Options financial
"Non-Qualified Stock Options 2019, 2020 and 2021 were exercised into common stock"
Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.
Net settled options financial
"Net settled options grants (Canada) on March 22, 2022 vest in 25% increments"
Rule 10b5-1 trading plan regulatory
"The filing’s Rule 10b5-1 checkbox indicates trades were not under a trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
exercise price financial
"Shares were withheld to satisfy conversion price, effectively covering the exercise price"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
net settlement financial
"Footnotes describe net settlement of option exercises after shares withheld"

FAQ

What did RGA executive Jonathan Porter report in this Form 4 for RGA?

Jonathan Porter reported exercising 17,311 stock options into common shares and having 8,722 shares withheld to cover exercise prices, with transactions dated August 11, 2026.

How many stock options did Jonathan Porter exercise in the RGA Form 4?

He exercised 17,311 stock options across grants from 2019 to 2023, converting them into the same number of RGA common shares on August 11, 2026.

At what prices were Jonathan Porter’s RGA options exercised?

The options were exercised at strike prices of $145.25, $117.85, $129.01, $106.53 and $138.34 per share, each corresponding to different annual non-qualified or net-settled option grants.

How many RGA shares were withheld to cover costs in this Form 4?

A total of 8,722 RGA common shares were withheld at $244.65 per share to pay the option exercise prices, according to the detailed footnotes in the filing.

Were Jonathan Porter’s RGA transactions under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is marked in a way that indicates these transactions were not made pursuant to a Rule 10b5-1 trading plan.

Does Jonathan Porter retain any RGA options after these transactions?

Yes. One 2023 net-settled option grant shows 857 options remaining after the August 11, 2026 exercise, based on the reported post-transaction balance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
PORTER JONATHAN

(Last)(First)(Middle)
16600 SWINGLEY RIDGE RD.

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Global Chief Risk Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common stock08/11/2026M2,264A$145.2517,149D
Common stock08/11/2026F1,345(1)D$244.6515,804D
Common stock08/11/2026M5,707A$117.8521,511D
Common stock08/11/2026F2,750(2)D$244.6518,761D
Common stock08/11/2026M2,437A$129.0121,198D
Common stock08/11/2026F1,286(3)D$244.6519,912D
Common stock08/11/2026M4,332A$106.5324,244D
Common stock08/11/2026F1,887(4)D$244.6522,357D
Common stock08/11/2026M2,571A$138.3424,928D
Common stock08/11/2026F1,454(5)D$244.6523,474D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Options 2019$145.2508/11/2026M2,264 (6)03/01/2029Common stock2,264$00D
Non-Qualified Stock Option - 2020$117.8508/11/2026M5,707 (7)03/06/2030Common stock5,707$00D
Non-Qualified Stock Option - 2021$129.0108/11/2026M2,437 (8)03/11/2031Common stock2,437$00D
Net Settled Options - 2022$106.5308/11/2026M4,332 (9)03/22/2032Common stock4,332$00D
Net Settled Options - 2023$138.3408/11/2026M2,571 (10)03/09/2033Common stock2,571$0857D
Explanation of Responses:
1. Represents the gross number of shares received (2,264), less shares withheld to satisfy conversion price (1,345), resulting in a net settlement of 919 shares.
2. Represents the gross number of shares received (5,707), less shares withheld to satisfy conversion price (2,750), resulting in a net settlement of 2,957 shares.
3. Represents the gross number of shares received (2,437), less shares withheld to satisfy conversion price (1,286), resulting in a net settlement of 1,151 shares.
4. Represents the gross number of shares received (4,332), less shares withheld to satisfy conversion price (1,887), resulting in a net settlement of 2,445 shares.
5. Represents the gross number of shares received (2,571), less shares withheld to satisfy conversion price (1,454), resulting in a net settlement of 1,117 shares.
6. Non-Qualified Stock Option grants on March 1, 2019 vest in 25% increments on each of December 31, 2019, 2020, 2021 and 2022.
7. Non-Qualified Stock Option grants on March 6, 2020 vest in 25% increments on each of December 31, 2020, 2021, 2022 and 2023.
8. Non-qualified stock option grants on March 11, 2021 vest in 25% increments on each of December 31, 2021, 2022, 2023 and 2024.
9. Net settled options grants (Canada) on March 22, 2022 vest in 25% increments on each of December 31, 2022, 2023, 2024 and 2025.
10. Net settled options grants (Canada) on March 9, 2023 vest in 25% increments on each of December 31, 2023, 2024, 2025 and 2026.
Remarks:
/s/ My Chi To, by Power of Attorney08/13/2026
** Signature of Reporting PersonDate
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)