RGA director awarded 817 phantom stock units

Reinsurance Group of America director Hazel McNeilage received a grant of 817 phantom stock units.

Rhea-AI Filing Summary

Reinsurance Group of America director Hazel McNeilage received a grant of 817 phantom stock units. These units were awarded as a deferral of her annual stock grant for services as an independent director and convert 1-for-1 into common stock based on fair market value.

The phantom stock will be paid out either upon her retirement from the board or after a five- or seven-year deferral period, according to her distribution elections. Following this award, she holds 817 phantom stock units tied to an equal number of underlying common shares.

Insider Trade Summary

Grant/Award: 817 shares

Grant/Award 1 txn

Insider McNeilage Hazel

Role Director

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

Holdings After Transaction: Phantom Stock — 817 contracts (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 grant: 817 units Transaction price per unit: $0.0000 Total phantom units after grant: 817 units +1 more

4 metrics

Phantom stock grant 817 units Grant to Hazel McNeilage on 2026-05-20

Transaction price per unit $0.0000 Recorded grant price for phantom stock units

Total phantom units after grant 817 units Phantom stock holdings following transaction

Underlying common shares 817 shares Common stock underlying phantom stock units

Key Terms

Phantom Stock, deferral of annual stock grant, distribution elections, deferral period

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."

distribution elections financial

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

deferral period financial

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did RGA director Hazel McNeilage report on this Form 4?

Hazel McNeilage reported receiving 817 phantom stock units as a grant. The award represents a deferral of her annual stock grant for services as an independent director, rather than an open-market purchase or sale of Reinsurance Group of America common shares.

How many phantom stock units did Hazel McNeilage receive from Reinsurance Group of America (RGA)?

She received a grant of 817 phantom stock units tied to RGA common stock. These units convert 1-for-1 into common shares based on fair market value, and her total phantom stock holdings after the transaction are 817 units according to the Form 4.

What does the phantom stock granted to Hazel McNeilage at RGA convert into?

The phantom stock units convert 1-for-1 into Reinsurance Group of America common stock. Conversion is based on fair market value, meaning each unit corresponds to one common share’s value, providing equity-linked compensation without an immediate transfer of actual common shares.

When can Hazel McNeilage receive payment for her RGA phantom stock units?

She can elect to receive payment upon retirement from the board or after a five- or seven-year deferral period. The units are distributable in accordance with her chosen distribution elections, aligning payout timing with long-term board service at Reinsurance Group of America.

Is Hazel McNeilage’s Form 4 transaction in RGA stock a market buy or sell?

No, it is a compensation-related grant of 817 phantom stock units, not a market trade. The award reflects deferral of her annual stock grant for independent director services, recorded at a transaction price of 0.0000 per unit on the Form 4.

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

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Accepted by SEC EDGAR 05/22/2026 - 06:15 PM Learn about SEC filing dates

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^*

McNeilage Hazel

(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)