RGA (NYSE: RGA) EVP Hayden logs RSU vesting and share tax withholding

Q: Which types of securities were involved in this RGA Form 4 filing?

The filing shows restricted share units from March 2023, March 2024 and March 2025 awards converting into common stock , plus related common share dispositions.

Q: At what price were RGA shares disposed of for tax withholding in this filing?

Common shares were disposed of at $196.73 per share in transactions coded "F" to satisfy tax withholding obligations.

Q: Is this RGA Form 4 filed for one reporting person or a group?

The form is filed by one reporting person , Hayden John W., who serves as EVP and Controller of Reinsurance Group of America.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Reinsurance Group of America executive Hayden John W., EVP and Controller, reported multiple equity award transactions dated January 15, 2026. Several batches of restricted share units from March 2023, March 2024 and March 2025 awards were converted into an equal number of shares of common stock as they vested, with each RSU settling into one share. In connection with these vestings, portions of the newly delivered shares were disposed of at $196.73 per share to cover tax withholding obligations. After these transactions, Hayden directly owned 19,353 shares of Reinsurance Group of America common stock.

Insider Trade Summary

710 shares exercised/converted

Mixed 9 txns

Insider Hayden John W.

Role EVP, Controller

Type	Security	Shares	Price	Value
Exercise	Restricted Share Unit - March 2025	123	$0.00	--
Exercise	Restricted Share Unit - March 2024	124	$0.00	--
Exercise	Restricted Share Unit - March 2023	463	$0.00	--
Exercise	Common stock	123	$0.00	--
Tax Withholding	Common stock	43	$196.73	$8K
Exercise	Common stock	124	$0.00	--
Tax Withholding	Common stock	52	$196.73	$10K
Exercise	Common stock	463	$0.00	--
Tax Withholding	Common stock	194	$196.73	$38K

Holdings After Transaction: Restricted Share Unit - March 2025 — 0 shares (Direct); Restricted Share Unit - March 2024 — 0 shares (Direct); Restricted Share Unit - March 2023 — 0 shares (Direct); Common stock — 19,055 shares (Direct)

Footnotes (1)

Each RSU represents a contingent right to receive one (1) share of the Issuer's Common Stock upon settlement. Restricted share units settle in Common Stock, vest in 33 and 1/3% increments over three years, and fully vest on December 31, 2027. Restricted share units granted on March 15, 2024, vesting in 33 and 1/3% increments over three years, and fully vest on December 31, 2026. Restricted share units fully vest on December 31, 2025.

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Form 4 Insider Transactions: What Each Field Means →

01/20/2026 - 08:21 PM

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^*

Hayden John W.

(Last)

(First)

(Middle)

16600 SWINGLEY RIDGE ROAD

(Street)

CHESTERFIELD

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, Controller

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	01/15/2026		M		123⁽¹⁾⁽²⁾	A	⁽¹⁾⁽²⁾	19,055	D
Common stock	01/15/2026		F		43⁽²⁾	D	$196.73	19,012	D
Common stock	01/15/2026		M		124⁽¹⁾⁽³⁾	A	⁽¹⁾⁽³⁾	19,136	D
Common stock	01/15/2026		F		52⁽³⁾	D	$196.73	19,084	D
Common stock	01/15/2026		M		463⁽¹⁾⁽⁴⁾	A	⁽¹⁾⁽⁴⁾	19,547	D
Common stock	01/15/2026		F		194⁽⁴⁾	D	$196.73	19,353	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Unit - March 2025	$193⁽¹⁾	01/15/2026		M			123	12/31/2027	⁽²⁾	Common Stock	123	⁽²⁾	0	D
Restricted Share Unit - March 2024	$185.28⁽¹⁾	01/15/2026		M			124	12/31/2026	⁽³⁾	Common stock	124	⁽³⁾	0	D
Restricted Share Unit - March 2023	$138.34⁽¹⁾	01/15/2026		M			463	12/31/2025	⁽⁴⁾	Common stock	463	⁽⁴⁾	0	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive one (1) share of the Issuer's Common Stock upon settlement.

2. Restricted share units settle in Common Stock, vest in 33 and 1/3% increments over three years, and fully vest on December 31, 2027.

3. Restricted share units granted on March 15, 2024, vesting in 33 and 1/3% increments over three years, and fully vest on December 31, 2026.

4. Restricted share units fully vest on December 31, 2025.

Remarks:

	/s/ My Chi To, by Power of Attorney	01/20/2026
	** 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

FAQ

What insider activity did RGA EVP Hayden John W. report on January 15, 2026?

He reported the vesting and settlement of restricted share units into common stock, along with share dispositions to cover tax withholding, all dated January 15, 2026.

Which types of securities were involved in this RGA Form 4 filing?

The filing shows restricted share units from March 2023, March 2024 and March 2025 awards converting into common stock, plus related common share dispositions.

At what price were RGA shares disposed of for tax withholding in this filing?

Common shares were disposed of at $196.73 per share in transactions coded "F" to satisfy tax withholding obligations.

How many Reinsurance Group of America shares does Hayden John W. own after these transactions?

Following the reported transactions, Hayden John W. directly owns 19,353 shares of Reinsurance Group of America common stock.

What do the RSU footnotes in the RGA Form 4 explain?

The footnotes state that each RSU represents a right to receive one share of common stock at settlement and describe vesting schedules, including 33 1/3% annual vesting and full vest dates through December 31, 2027.

Is this RGA Form 4 filed for one reporting person or a group?

The form is filed by one reporting person, Hayden John W., who serves as EVP and Controller of Reinsurance Group of America.