Reinsurance Group of America (NYSE: RGA) exec exercises 2,671 SARs

Rhea-AI Filing Summary

Reinsurance Group of America executive advisor Wainwright Simon exercised 2,671 stock appreciation rights on common shares on February 10, 2026. The rights, granted in 2016 at an exercise price of $93.53, were converted into 2,671 shares of common stock.

To cover costs, 1,149 shares were withheld for the exercise price and 716 shares were withheld to satisfy company tax withholding obligations, resulting in a net settlement of 806 shares. After these transactions, Simon directly owned 13,943 shares of Reinsurance Group of America 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^*

Wainwright Simon

(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)
	Exec. Advisor to CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		M		2,671(1)	A	$93.53	14,659	D
Common stock	02/10/2026		F		716(1)	D	$217.51	13,943	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) 2016	$93.53	02/10/2026		M			2,671	(2)	03/04/2026	Common stock	2,671	$0	0	D

Explanation of Responses:

1. Represents (i) 1,149 shares withheld to cover the exercise price of the Common Stock, and (ii) 716 shares withheld to satisfy Company tax withholding obligations, resulting in a net settlement of 806 shares.

2. SARs grant on March 4, 2016 vested in 25% increments on each of December 31, 2016, 2017, 2018 and 2019.

Remarks:

	/s/ My Chi To, by Power of Attorney	02/11/2026
	** 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 executive Wainwright Simon report on this Form 4?

Wainwright Simon reported exercising 2,671 stock appreciation rights into common stock. These rights dated from a 2016 grant. The transaction converted derivative rights into shares, reflecting compensation earned over time rather than an open‑market stock purchase.

How many Reinsurance Group of America (RGA) shares does Wainwright Simon own after the transaction?

After the reported transactions, Wainwright Simon beneficially owns 13,943 shares of Reinsurance Group of America common stock. This figure reflects the exercise of stock appreciation rights and shares withheld for exercise costs and tax obligations on February 10, 2026.

What prices were involved in Wainwright Simon’s RGA Form 4 transactions?

The stock appreciation rights were exercised at an exercise price of $93.53 per share. Additionally, 716 common shares were withheld at a value of $217.51 per share to satisfy company tax withholding obligations related to the equity compensation event.

Were any of Wainwright Simon’s RGA shares sold on the open market?

The filing shows no open‑market sale. Shares were withheld to cover the exercise price and tax obligations. Specifically, 1,149 shares covered the exercise price and 716 shares covered tax withholding, resulting in a net issuance of 806 shares to the executive.

What is the origin and vesting schedule of the RGA stock appreciation rights exercised?

The stock appreciation rights exercised on February 10, 2026, come from a grant dated March 4, 2016. According to the filing, this grant vested in 25% increments on each of December 31, 2016, 2017, 2018, and 2019 before eventual exercise.

What is Wainwright Simon’s role at Reinsurance Group of America related to this Form 4?

Wainwright Simon is identified as an officer of Reinsurance Group of America, serving as Executive Advisor to the CEO. The reported equity transactions reflect compensation linked to this executive role rather than activity by an outside director or large shareholder.