RGA director awarded 817 phantom stock units

REINSURANCE GROUP OF AMERICA INC director Thomas A. Shundrawn received a grant of 817 phantom stock units on May 20, 2026 as compensation for board service.

Rhea-AI Filing Summary

REINSURANCE GROUP OF AMERICA INC director Thomas A. Shundrawn received a grant of 817 phantom stock units on May 20, 2026 as compensation for board service. These units are derivative awards that track the value of the company’s common stock on a one-for-one basis.

The phantom stock was acquired at $0.00 per unit, bringing Shundrawn’s total phantom stock holdings to 817 units after the transaction. According to the terms, the units are payable in connection with his retirement from the board or after an elected five- or seven-year deferral period.

Insider Trade Summary

Grant/Award: 817 shares

Grant/Award 1 txn

Insider Thomas Shundrawn A

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 units granted: 817 units Transaction price per unit: $0.00 per unit Total phantom units after grant: 817 units +1 more

4 metrics

Phantom stock units granted 817 units Grant to director on May 20, 2026

Transaction price per unit $0.00 per unit Compensation grant, no cash paid

Total phantom units after grant 817 units Holdings following reported transaction

Underlying common stock 817 shares One-for-one conversion from phantom units

Key Terms

Phantom Stock, deferral of annual stock grant, fair market value, 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."

fair market value financial

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

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

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 Thomas A. Shundrawn report?

Thomas A. Shundrawn reported receiving 817 phantom stock units as a grant for his service as a director. The award is a form of deferred equity-based compensation that tracks Reinsurance Group of America’s common stock value and settles at retirement or after a chosen deferral period.

How many phantom stock units did the RGA director receive in this Form 4?

The director received 817 phantom stock units in the reported transaction. Each unit is designed to convert one-for-one into shares of Reinsurance Group of America common stock, based on fair market value, when paid according to the deferral and retirement terms described in the award.

Is the RGA Form 4 transaction an open-market purchase or a compensation grant?

The transaction is a compensation grant, not an open-market purchase. The Form 4 specifies transaction code “A” and describes a grant or award acquisition of phantom stock units given for services as an independent director, with no cash consideration and deferred settlement terms at retirement or after a set period.

When will the RGA phantom stock units granted to the director be paid out?

The phantom stock units are distributable in connection with the director’s retirement from the board or after a five- or seven-year deferral period. Payment timing follows the director’s distribution elections and is tied to the fair market value of Reinsurance Group of America common stock at that time.

How many RGA phantom stock units does the director hold after this transaction?

After this grant, the director holds 817 phantom stock units in total. These units mirror the value of Reinsurance Group of America common stock on a one-for-one basis and represent a deferred equity-based position that will be settled in accordance with the plan’s retirement and deferral provisions.

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^*

Thomas Shundrawn A

(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)