RGA director granted 1,856 phantom stock units

Reinsurance Group of America director Stephen T. O'Hearn received a grant of 1,856 phantom stock units tied to the company’s common stock.

Rhea-AI Filing Summary

Reinsurance Group of America director Stephen T. O'Hearn received a grant of 1,856 phantom stock units tied to the company’s common stock. These units were acquired through deferral of his annual cash retainer (525 shares) and annual stock grant (1,331 shares) for board service.

The phantom stock converts 1-for-1 into common shares based on fair market value and is distributable upon O'Hearn’s retirement from the board or after a five- or seven-year deferral period, according to his distribution elections. This is a compensation-related, non-cash acquisition rather than an open-market trade.

Insider Trade Summary

Grant/Award: 1,856 shares

Grant/Award 1 txn

Insider O'HEARN STEPHEN T

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	1,856	$0.00	$0.00

Holdings After Transaction: Phantom Stock — 1,856 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 retainer (525 shares) and deferral of annual stock grant (1,331 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: 1,856 units Underlying common stock: 1,856 shares Deferral of annual cash retainer: 525 shares +1 more

4 metrics

Phantom stock units granted 1,856 units Grant to director Stephen T. O'Hearn on phantom stock basis

Underlying common stock 1,856 shares Phantom stock converts 1-for-1 to common stock

Deferral of annual cash retainer 525 shares Portion of phantom stock tied to retainer deferral

Deferral of annual stock grant 1,331 shares Portion of phantom stock tied to stock grant deferral

Key Terms

Phantom Stock, deferral of annual retainer, deferral of annual stock grant, 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 retainer financial

"Acquired pursuant to deferral of annual retainer (525 shares)..."

deferral of annual stock grant financial

"and deferral of annual stock grant (1,331 shares) to independent directors..."

distribution elections financial

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

FAQ

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

What insider transaction did RGA director Stephen O'Hearn report on this Form 4?

Stephen T. O'Hearn reported receiving 1,856 phantom stock units as compensation. The grant reflects deferral of his annual cash retainer and annual stock award for serving on Reinsurance Group of America’s board, rather than an open-market stock purchase or sale.

How many RGA phantom stock units did Stephen O'Hearn receive and what do they represent?

He received 1,856 phantom stock units, each linked 1-for-1 to RGA common stock. The units mirror the value of RGA shares based on fair market value, providing equity-aligned compensation without an immediate cash outlay or stock transfer.

How were Stephen O'Hearn’s 1,856 RGA phantom stock units earned?

The 1,856 phantom stock units came from deferring his annual director compensation. This includes the deferral of 525 shares from his annual cash retainer and 1,331 shares from his annual stock grant for serving as an independent director.

When will Stephen O'Hearn receive the RGA shares underlying his phantom stock units?

The phantom stock units are distributable when O'Hearn retires from RGA’s 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.

Does Stephen O'Hearn’s Form 4 indicate open-market buying or selling of RGA stock?

No, the Form 4 shows a grant of phantom stock units as compensation, not an open-market trade. The transaction is coded as a grant or award acquisition and arises from deferred director fees, rather than a discretionary stock purchase or sale.

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

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Accepted by SEC EDGAR 05/22/2026 - 06:14 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^*

O'HEARN STEPHEN T

(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		1,856(2)		(3)	(4)	Common stock	1,856	$0	1,856	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 retainer (525 shares) and deferral of annual stock grant (1,331 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)