RGA (NYSE: RGA) director John Gauthier awarded 817 phantom stock units as deferred pay

Rhea-AI Filing Summary

REINSURANCE GROUP OF AMERICA INC director John J. Gauthier received a grant of 817 phantom stock units tied to common stock. The units were acquired as a deferral of his annual stock grant for board service and convert 1-for-1 into common shares based on fair market value, with distributions generally after a deferral period or upon retirement from the board.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gauthier John J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	817	$0.00	$0.00

Holdings After Transaction: Phantom Stock — 817 shares (Direct)

Footnotes (4)

1. F1. The phantom stock units convert 1 for 1 to common stock, based on fair market value.
2. F2. Acquired pursuant to deferral of annual stock grant (817 shares) to independent directors for services performed as a director.
3. F3. Director can elect to receive payment (1) upon retirement or (2) after a five or seven year deferral period.
4. F4. Distributable upon director's retirement from the Board in accordance with distribution elections.

Key Figures

Phantom stock units granted: 817 units Underlying common stock: 817 shares Phantom stock units after transaction: 817 units

3 metrics

Phantom stock units granted 817 units Grant/award acquisition on 2026-05-20

Underlying common stock 817 shares 1-for-1 conversion from phantom stock units

Phantom stock units after transaction 817 units Total derivative holdings following reported grant

Key Terms

Phantom Stock, deferral of annual stock grant, independent directors, distribution elections

4 terms

Phantom Stock financial

"The phantom stock units convert 1 for 1 to common stock, based on fair market value."

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

deferral of annual stock grant financial

"Acquired pursuant to deferral of annual stock grant (817 shares) to independent directors for services performed as a director."

independent directors financial

"Acquired pursuant to deferral of annual stock grant (817 shares) to independent directors for services performed as a director."

Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.

distribution elections financial

"Distributable upon director's retirement from the Board in accordance with distribution elections."

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/22/2026 - 06:14 PM Learn about SEC filing dates

FAQ

What insider transaction did RGA director John J. Gauthier report on this Form 4?

John J. Gauthier reported receiving 817 phantom stock units linked to Reinsurance Group of America common stock. The award represents a deferral of his annual stock grant for serving as an independent director and is treated as compensation rather than an open-market purchase.

How many RGA phantom stock units did John J. Gauthier hold after the reported grant?

After the transaction, John J. Gauthier held 817 phantom stock units in total. These units correspond 1-for-1 to an equal number of underlying RGA common shares, giving him a deferred, stock-based interest in the company’s equity value.

What is phantom stock in the context of RGA’s director compensation?

Phantom stock is a deferred compensation instrument that tracks the value of RGA common shares. In this case, each phantom stock unit converts 1-for-1 into common stock based on fair market value, providing equity-like exposure without immediate share issuance.

Why did John J. Gauthier receive 817 phantom stock units from RGA?

He received the 817 phantom stock units pursuant to a deferral of his annual stock grant as an independent director. Instead of taking immediate shares, he elected to defer this equity compensation into phantom stock units for future distribution.

When can the RGA phantom stock units granted to John J. Gauthier be paid out?

The phantom stock units can be paid out either upon his retirement from the RGA board or after a five- or seven-year deferral period. The actual timing depends on the distribution elections he made under the company’s director compensation program.

Do the phantom stock units reported by John J. Gauthier involve any open-market buying or selling of RGA shares?

No. The Form 4 shows a grant/award acquisition of phantom stock units as deferred compensation. There were no open-market purchases or sales of RGA common stock; it is a stock-based award for director services.

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^*

Gauthier John J

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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

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
Phantom Stock	$0(1)	05/20/2026		A		817(2)		(3)	(4)	Common Stock	817	$0	817	D

Explanation of Responses:

1. The phantom stock units convert 1 for 1 to common stock, based on fair market value.

2. Acquired pursuant to deferral of annual stock grant (817 shares) to independent directors for services performed as a director.

3. Director can elect to receive payment (1) upon retirement or (2) after a five or seven year deferral period.

4. Distributable upon director's retirement from the Board in accordance with distribution elections.

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)