RGA (NYSE: RGA) EVP nets 1,686 shares from SAR exercise

Rhea-AI Filing Summary

Reinsurance Group of America EVP Ronald Herrmann exercised 4,641 stock appreciation rights granted in 2022 on February 11, 2026. This exercise converted into common stock at an exercise price of $106.53 per share.

According to the filing, 2,240 shares were withheld to cover the exercise price and 715 shares were withheld to satisfy company tax withholding obligations, resulting in a net settlement of 1,686 shares. After these transactions, Herrmann directly owned 7,219 shares of RGA 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^*

HERRMANN RONALD

(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

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		M		2,401(1)	A	$106.53	7,934	D
Common stock	02/11/2026		F		715(1)	D	$220.7	7,219	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) 2022	$106.53	02/11/2026		M			4,641	(2)	03/22/2032	Common stock	4,641	$0	0	D

Explanation of Responses:

1. Represents 2,240 shares withheld to cover the exercise price of the Common Stock, and 715 shares withheld to satisfy Company tax withholding obligations, resulting in a net settlement of 1,686 shares.

2. SARs grants vest in 25% increments over four years, starting on December 31 of the year of grant.

Remarks:

	/s/ My Chi To, by Power of Attorney	02/12/2026
	** 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.
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FAQ

What insider transaction did RGA EVP Ronald Herrmann report on this Form 4?

Ronald Herrmann reported exercising 4,641 stock appreciation rights granted in 2022. The exercise converted into RGA common stock at an exercise price of $106.53 per share and was settled partly in shares and partly through share withholding.

How many RGA common shares did Ronald Herrmann receive and retain from the SAR exercise?

The SAR exercise produced 4,641 share-equivalents, with 2,240 shares withheld for the exercise price and 715 withheld for taxes. This resulted in a net settlement of 1,686 shares added to Herrmann’s directly held RGA common stock position.

How many RGA shares does Ronald Herrmann own after the reported transactions?

After the February 11, 2026 transactions, Ronald Herrmann directly owned 7,219 shares of RGA common stock. This total reflects both the stock received from exercising stock appreciation rights and the shares withheld for exercise price and tax obligations.

What is the nature of the derivative security Ronald Herrmann exercised at RGA?

Herrmann exercised a 2022 Stock Appreciation Right, a derivative giving value based on RGA’s share price. The grant covered 4,641 share-equivalents, vested over four years in 25% increments starting each December 31 of the grant year.

Why were some RGA shares withheld in Ronald Herrmann’s Form 4 transaction?

The filing explains that 2,240 shares were withheld to cover the exercise price of the common stock and 715 shares were withheld to satisfy company tax withholding obligations. These withholdings reduced the net shares Herrmann ultimately received from the SAR exercise.

How are the 2022 SAR grants to Ronald Herrmann structured at RGA?

The SAR grants vest in 25% increments over four years, beginning on December 31 of the year of grant. This structure provides Herrmann with staged rights tied to RGA’s stock performance, exercisable as each annual vesting portion becomes available.