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RGA (NYSE: RGA) EVP Kleeman exercises 4,553 shares, 2,006 withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Reinsurance Group of America executive Raymond Kleeman exercised performance-based stock units into common shares. On March 12, 2026, he converted 4,553 Performance Contingent Stock units, each representing one share of common stock, into 4,553 shares of common stock.

Of these shares, 2,006 were delivered back to the company to cover tax withholding, using a share price of $205.00 as the tax value. After the net settlement, Kleeman directly holds 10,244 shares of Reinsurance Group of America common stock, and no Performance Contingent Stock units from this award remain outstanding.

Positive

  • None.

Negative

  • None.

Insights

Routine equity award vesting with tax withholding; no open‑market trading.

EVP and Chief HR Officer Raymond Kleeman exercised 4,553 Performance Contingent Stock units into common shares on March 12, 2026. This follows a grant originally awarded on March 9, 2023, reflecting standard long-term incentive compensation rather than discretionary market buying.

To satisfy tax obligations, 2,006 shares were withheld and delivered to the issuer at a reference price of $205.00 per share. This is a non-market, mechanical tax payment method, not an open-market sale, and the filing shows no open-market purchases or sales.

After these transactions, Kleeman directly owns 10,244 shares of common stock. With the derivativeSummary empty, the Performance Contingent Stock units tied to this transaction have been fully converted, leaving no remaining position from this specific award. The overall pattern appears routine and compensation-driven.

Insider Kleeman Raymond
Role EVP, Chief HR Officer
Type Security Shares Price Value
Exercise Performance Contingent Shares 2026 4,553 $0.00 $0.00
Exercise Common stock 4,553 $205.00 $933K
Exercise Price or Tax Liability Common stock 2,006 $205.00 $411K
Holdings After Transaction: Performance Contingent Shares 2026 — 0 shares (Direct); Common stock — 10,244 shares (Direct)
Footnotes (4)
  1. F1. Acquired pursuant to award of Performance Contingent Stock granted on March 9, 2023.
  2. F2. Shares of Common Stock delivered to Issuer as payment for taxes withheld. The reported share price of $205.00 was the closing price on March 12, 2026, which was the price that was used for tax withholding purposes.
  3. F3. Each Performance Contingent Stock unit represents the right to receive one (1) share of Issuer's Common Stock.
  4. F4. Expiration date is not applicable for this transaction.

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FAQ

What did RGA executive Raymond Kleeman report in this Form 4 for RGA?
Raymond Kleeman reported exercising 4,553 Performance Contingent Stock units into Reinsurance Group of America common shares. As part of the same event, a portion of these shares was withheld and delivered to the company to cover tax obligations tied to the vesting.

How many RGA shares did Raymond Kleeman acquire through the 2026 Form 4 transaction?
He acquired 4,553 shares of Reinsurance Group of America common stock by converting Performance Contingent Stock units. Each unit represented one share, so the full 4,553 units became 4,553 common shares as part of this equity award vesting transaction.

How many RGA shares were withheld for taxes in Kleeman’s Form 4 filing?
The filing shows 2,006 Reinsurance Group of America shares were delivered to the issuer to pay withholding taxes. The reference price used for tax purposes was $205.00 per share, based on the closing price on March 12, 2026, according to the footnote disclosure.

What is Raymond Kleeman’s RGA share ownership after these Form 4 transactions?
After the reported transactions, Raymond Kleeman directly owns 10,244 shares of Reinsurance Group of America common stock. This figure reflects the net effect of the option-like unit exercise and the shares delivered back to the company for tax withholding obligations.

Were Kleeman’s RGA transactions open-market purchases or sales?
No open-market trades are shown. The Form 4 records a derivative exercise (code M) converting Performance Contingent Stock units into shares and a tax-withholding disposition (code F), where shares were delivered to the issuer for taxes, not sold on the open market.

What award did the exercised RGA Performance Contingent Stock units come from?
Footnotes explain the 4,553 Performance Contingent Stock units were acquired under a Performance Contingent Stock award granted on March 9, 2023. Each unit represented the right to receive one share of Reinsurance Group of America common stock upon satisfaction of applicable conditions.
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*
Kleeman Raymond
(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, Chief HR Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026
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 03/12/2026 M 4,553(1) A $205 12,250 D
Common stock 03/12/2026 F 2,006(2) D $205 10,244 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
Performance Contingent Shares 2026 $0(3) 03/12/2026 M 4,553 03/12/2026 (4) Common stock 4,553 $0 0 D
Explanation of Responses:
1. Acquired pursuant to award of Performance Contingent Stock granted on March 9, 2023.
2. Shares of Common Stock delivered to Issuer as payment for taxes withheld. The reported share price of $205.00 was the closing price on March 12, 2026, which was the price that was used for tax withholding purposes.
3. Each Performance Contingent Stock unit represents the right to receive one (1) share of Issuer's Common Stock.
4. Expiration date is not applicable for this transaction.
Remarks:
/s/ My Chi To, by Power of Attorney 03/16/2026
** 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.

Source: View Original Filing on SEC EDGAR