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Reinsurance Group (RGA) director defers fees into 1,496 phantom units

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

Rhea-AI Filing Summary

Reinsurance Group of America director Khanh T. Tran received a grant of 1,496 phantom stock units, which convert 1-for-1 into common stock based on fair market value. The award reflects a deferral of the director’s annual cash retainer (679 units) and annual stock grant (817 units).

These phantom stock units are payable in common shares according to Tran’s distribution elections, either upon retirement from the board or after a five- or seven-year deferral period. Following this grant, Tran holds 1,496 phantom stock units directly.

Positive

  • None.

Negative

  • None.
Insider TRAN KHANH T
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock 1,496 $0.00 --
Holdings After Transaction: Phantom Stock — 1,496 shares (Direct, null)
Footnotes (1)
  1. The phantom stock units convert 1 for 1 to common stock, based on fair market value. Acquired pursuant to deferral of annual retainer (679 shares) and deferral of annual stock grant (817 shares) to independent directors for services performed as a director. Director can elect to receive payment (1) upon retirement or (2) after a five or seven year deferral period. Distributable upon director's retirement from the Board in accordance with distribution elections.
Phantom stock units granted 1,496 units Grant to director Khanh T. Tran on 2026-05-20
Units from deferred annual retainer 679 units Portion of phantom stock tied to retainer deferral
Units from deferred annual stock grant 817 units Portion of phantom stock tied to stock grant deferral
Total phantom units after transaction 1,496 units Director’s holdings following reported grant
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 (679 shares)..."
deferral of annual stock grant financial
"and deferral of annual stock grant (817 shares) to independent directors..."
distribution elections financial
"Distributable upon director's retirement from the Board in accordance with distribution elections."
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
TRAN KHANH 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)
XDirector10% 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)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock$0(1)05/20/2026A1,496(2) (3) (4)Common Stock1,496$01,496D
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 (679 shares) and 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 Attorney05/22/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did RGA director Khanh T. Tran report in this Form 4 filing?

Director Khanh T. Tran reported receiving 1,496 phantom stock units as compensation. The units stem from deferring both the annual cash retainer and the annual stock grant for board service into stock-based awards.

How many phantom stock units did RGA grant to director Tran?

RGA granted 1,496 phantom stock units to director Tran. These consist of 679 units from deferring the annual retainer and 817 units from deferring the annual stock grant into phantom stock awards.

How do Khanh T. Tran’s phantom stock units at RGA convert to common stock?

Tran’s phantom stock units convert 1-for-1 into RGA common stock based on fair market value. This means each phantom unit will be settled in one share of common stock when distributed under the plan.

When will RGA director Tran receive payment for the phantom stock units?

Tran can receive payment for the phantom stock units either upon retirement from the board or after a five- or seven-year deferral period, depending on previously elected distribution terms for these deferred awards.

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

After this transaction, Tran holds a total of 1,496 phantom stock units. All of these units are tied to director compensation deferrals and will ultimately be settled in RGA common stock under the plan’s rules.