RGA (NYSE: RGA) CFO details RSU vesting and tax share withholding

Rhea-AI Filing Summary

Reinsurance Group of America executive Andre Axel, EVP and Chief Financial Officer, reported multiple equity transactions on January 15, 2026. Two blocks of restricted share units were converted: 1,036 RSUs from a March 2025 grant and 1,373 RSUs from a July 2024 special grant, each settling into the same number of common shares. To cover taxes on these vestings, the report shows dispositions of 330 and 393 common shares at a price of $196.73 per share. After these transactions, Axel directly owned 2,148 shares of RGA common stock. The footnotes state that each RSU represents one share of common stock and that the March 2025 RSUs vest in 33 1/3% annual increments and fully vest on December 31, 2027, while 3,432 RSUs from the July 2024 special grant vest over three years and fully vest on December 31, 2026.

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^*

Andre Axel

(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 Financial Officer

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/15/2026		M		1,036(1)(2)	A	(1)(2)	1,498	D
Common Stock	01/15/2026		F		330(1)	D	$196.73	1,168	D
Common Stock	01/15/2026		M		1,373(2)(3)	A	(2)(3)	2,541	D
Common Stock	01/15/2026		F		393(3)	D	$196.73	2,148	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
Restricted Share Unit - March 2025	$193(2)	01/15/2026		M			1,036	12/31/2027	(1)	Common Stock	1,036	(1)	0	D
Restricted Share Unit Special Grant - July 2024	$218.54(2)	01/15/2026		M			1,373	12/31/2026	(3)	Common Stock	1,373	(3)	0	D

Explanation of Responses:

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

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

3. Restricted share units settle in Common Stock, with 3,432 share units vesting in 33 and 1/3% increments over three years and fully vesting on December 31, 2026.

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).
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FAQ

What insider activity did RGA (RGA) report for Andre Axel on January 15, 2026?

Andre Axel, EVP and Chief Financial Officer of Reinsurance Group of America, reported the vesting of restricted share units that converted into common stock and related share dispositions to cover taxes on January 15, 2026.

How many RGA common shares did Andre Axel acquire and dispose of in this Form 4?

The filing shows Axel acquired 1,036 and 1,373 RGA common shares upon settlement of restricted share units and disposed of 330 and 393 shares of common stock at $196.73 per share in transactions reported with code F.

What is the meaning of the RSU transactions reported by RGA CFO Andre Axel?

The transactions coded M in the filing reflect the settlement of restricted share units into RGA common stock. According to the footnotes, each RSU represents a contingent right to receive one share of common stock upon settlement.

How many RGA shares does Andre Axel own after the January 15, 2026 transactions?

Following the reported transactions on January 15, 2026, Andre Axel directly owned 2,148 shares of Reinsurance Group of America common stock.

What are the vesting terms for Andre Axel’s March 2025 restricted share units at RGA?

The footnotes state that the March 2025 restricted share units settle in common stock, vest in 33 1/3% increments over three years, and fully vest on December 31, 2027.

What are the vesting terms for the July 2024 special grant RSUs reported by RGA?

The filing explains that the July 2024 special grant of restricted share units settles in common stock, with 3,432 share units vesting in 33 1/3% increments over three years and fully vesting on December 31, 2026.

At what price were RGA shares used to cover taxes in Andre Axel’s Form 4?

For the tax-related dispositions coded F, the common stock transactions were reported at a price of $196.73 per share.