RGA (RGA) S-8 registers shares for employee and director equity plans

Rhea-AI Filing Summary

Reinsurance Group of America, Incorporated filed an S-8 registration to register securities for employee benefit plans and incorporates by reference several prior reports and exhibits, including amended articles, bylaws and updated stock and phantom stock plans. The filing lists legal opinions, accountant consents and a filing fee table, and includes corporate indemnification language and signature attestations by officers and directors.

Positive

• Registration of employee benefit plan securities via S-8 facilitates issuance of equity under compensation programs
• Incorporation of amended articles and bylaws and specific equity plan exhibits (Flexible Stock Plan; Phantom Stock Plan) provides governance and plan clarity
• Required legal opinion and auditor consents are included, indicating procedural completeness

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine S-8 registration for employee plans with standard exhibits and consents; no financial performance disclosed.

The filing registers shares for employee benefit plans and incorporates prior filings for governing documents and equity plan details. It attaches required legal opinions and accountant consents, and references indemnification provisions in the corporate charter and bylaws. There are no operating results, material transactions or pro forma financial impacts in the text provided.

Corporate Governance Expert

TL;DR: Governance and indemnity provisions are documented; exhibits show updated equity plan mechanics but no substantive governance changes.

The filing incorporates amended articles and bylaws and references shareholder-authorized mechanisms for additional indemnity. Exhibits include amended stock and phantom stock plans for directors and employees, and standard consents and opinions. The document appears procedural and focused on plan registration rather than strategic changes.

As filed with the Securities and Exchange Commission on August 29, 2025

Registration Statement No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

REINSURANCE GROUP OF AMERICA, INCORPORATED

(Exact name of registrant as specified in its charter)

Missouri		46-1627032
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

16600 Swingley Ridge Road

Chesterfield, Missouri 63017-1706

(636) 736-7000

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Reinsurance Group of America, Incorporated Flexible Stock Plan

Reinsurance Group of America, Incorporated Phantom Stock Plan for Directors

(Full title of the plan)

Clifford R. Jenks, Esq.

Senior Vice President, Corporate and Securities Counsel

& Assistant Secretary

Reinsurance Group of America, Incorporated

16600 Swingley Ridge Road

Chesterfield, Missouri 63017-1706

(Name and address of agent for service)

(636)-736-7000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in Part I and Item 2 of Form S-8 will be sent or given to participants as specified in Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Part I of Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Reinsurance Group of America, Incorporated (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents of the Registrant.

• The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Commission on February 21, 2025 (the “2024 Form 10-K”);

• The Registrant’s Quarterly Reports on Form 10-Q for the quarterly period ended March 31, 2025 filed with the Commission on May  2, 2025 and for the quarterly period ended June 30, 2025 filed with the Commission on August 1, 2025;

• The portions of the Registrant’s Definitive Proxy Statement filed with the Commission on April 10, 2025 that are incorporated by reference into Part III of the 2024 Form 10-K;

• The Registrant’s Current Reports on Form 8-K filed with the Commission on February  28, 2025, March  3, 2025, May  22, 2025 and June 4, 2025; and

• The description of the Registrant’s common stock contained in Exhibit 4.11 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 24, 2023, and including any other amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) subsequent to the effective date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or de-registering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents (other than the portions of those documents not deemed to be filed).

Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement.

Item 4. Description of Securities.

The securities to be offered are registered under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

The validity of the shares of the Registrant’s Common Stock offered hereby have been passed upon by Clifford R. Jenks, Senior Vice President, Corporate and Securities Counsel and Assistant Secretary of the Registrant, whose opinion is contained in Exhibit 5.1. Mr. Jenks is paid a salary by the Registrant, is a participant in various employee benefit plans offered by the Registrant to its employees generally, owns shares of the Registrant’s common stock, and participates in equity incentive plans that may permit him to acquire additional shares of the Registrant’s common stock in the future.

Item 6. Indemnification of Directors and Officers.

Section 351.355(1) of the Revised Statutes of Missouri provides that a corporation may indemnify a director, officer, employee or agent of the corporation in any action, suit or proceeding other than an action by or in the right of the corporation, against expenses (including attorneys’ fees), judgments, fines and settlement amounts actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

Section 351.355(2) provides that the corporation may indemnify any such person in any action or suit by or in the right of the corporation against expenses (including attorneys’ fees) and settlement amounts actually and reasonably incurred by him or her in connection with the defense or settlement of the action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that he or she may not be indemnified in respect of any claim, issue or matter in which he or she has been adjudged liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent authorized by the court. Section 351.355(3) provides that, except as otherwise provided in a corporation’s articles of incorporation or by-laws, a corporation shall indemnify any such person against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the action, suit or proceeding if he or she has been successful in defense of such action, suit or proceeding and if such action, suit or proceeding is one for which the corporation may indemnify him or her under Section 351.355(1) or (2). Section 351.355(7) provides that a corporation shall have the power to give any further indemnity to any such person, in addition to the indemnity otherwise authorized under the other subsections of Section 351.355, provided such further indemnity is either (i) authorized, directed or provided for in the articles of incorporation of the corporation or any duly adopted amendment thereof or (ii) is authorized, directed or provided for in any by-law or agreement of the corporation which has been adopted by a vote of the stockholders of the corporation, and provided that no such indemnity shall indemnify any person from or on account of such person’s conduct which was finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct.

As permitted by Section 351.355, the Amended and Restated Articles of Incorporation of the Registrant filed as Exhibit 4.1 to this Registration Statement contain provisions indemnifying its directors, officers, employees and agents in accordance with applicable law. In certain circumstances, the directors and officers are entitled to indemnification to the maximum extent permitted by applicable law. The Registrant has entered into indemnification contracts with the officers and directors of the Registrant. The contracts provide that the Registrant under certain circumstances may self-insure against directors’ and officers’ liabilities now insured under the policy of insurance referred to below and will provide indemnity to the fullest extent permitted by law against all expenses (including attorneys’ fees), judgments, fines and settlement amounts, paid or incurred in any action or proceeding, including any act on behalf of the Registrant, on account of their service as directors or officers of the Registrant, any subsidiary of the Registrant or any other company or enterprise when they are serving in such capacities at the request of the Registrant, excepting only cases where the conduct of such person is adjudged to be knowingly fraudulent, deliberately dishonest or willful misconduct.

The Registrant’s Amended and Restated Articles of Incorporation limit the liability of the Registrant’s directors to the Registrant or any of the Registrant’s shareholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted under Missouri law.

The Registrant maintains a policy of insurance under which the directors and officers are insured, subject to the limits of the policy, against certain losses, as defined in the policy, arising from claims made against such directors and officers by reason of any wrongful acts, as defined in the policy, in their respective capacities as directors or officers.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number
4.1		Amended and Restated Articles of Incorporation of Reinsurance Group of America, Incorporated (incorporated by reference to Exhibit 3.1(i) to the Registrant’s Current Report on Form 8-K, filed with the Commission on May 22, 2020).
4.2		Amended and Restated Bylaws of Reinsurance Group of America, Incorporated (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 20, 2022).
4.3		Reinsurance Group of America, Incorporated Amended and Restated Flexible Stock Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 22, 2025).
4.4		Reinsurance Group of America, Incorporated Amended and Restated Phantom Stock Plan for Directors (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 22, 2025).
5.1*		Opinion of Clifford R. Jenks, Esq.
23.1*		Consent of Independent Registered Public Accounting Firm.
23.2*		Consent of Clifford R. Jenks, Esq. (contained in Exhibit 5.1).
24.1*		Power of Attorney (included in Signature Page).
107*		Filing Fee Table.

* Filed herewith.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes;

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a) (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) under the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Reinsurance Group of America, Incorporated certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chesterfield, Missouri, on August 29, 2025.

REINSURANCE GROUP OF AMERICA, INCORPORATED
By:		/s/ Axel André
		Axel André
		Executive Vice President, Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Axel André, My Chi To and Clifford R. Jenks and each of them (with full power to each of them to act alone), his or her true and lawful attorneys in fact and agents, with full power of substitution, for him or her and on his or her behalf and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments and documents in connection therewith) to this Registration Statement, and to file the same, with exhibits and any and all other documents filed with respect thereto, with the Securities and Exchange Commission (or any other governmental or regulatory authority), granting unto said attorneys, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary or advisable to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that said attorneys in fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the registrant in the capacities indicated and on the dates indicated:

Signatures		Title		Date
/s/ Stephen T. O’Hearn		Chair of the Board and Director		August 29, 2025
Stephen T. O’Hearn
/s/ Tony Cheng		President, Chief Executive Officer and Director		August 29, 2025
Tony Cheng		(Principal Executive Officer)
/s/ Pina Albo		Director		August 29, 2025
Pina Albo
/s/ Michele M. Bang		Director		August 29, 2025
Michele M. Bang
/s/ John J. Gauthier		Director		August 29, 2025
John J. Gauthier
/s/ Patricia L. Guinn		Director		August 29, 2025
Patricia L. Guinn
/s/ Hazel M. McNeilage		Director		August 29, 2025
Hazel M. McNeilage
/s/ Alison Rand		Director		August 29, 2025
Alison Rand

/s/ Shundrawn A. Thomas		Director		August 29, 2025
Shundrawn A. Thomas
/s/ Khanh T. Tran		Director		August 29, 2025
Khanh T. Tran
/s/ Steven C. Van Wyk		Director		August 29, 2025
Steven C. Van Wyk
/s/ Axel André		Executive Vice President, Chief Financial Officer		August 29, 2025
Axel André		(Principal Financial and Accounting Officer)

FAQ

What does the RGA S-8 filing register?

The filing registers securities to be issued under employee benefit plans, specifically incorporating amended stock and phantom stock plan documents.

Does the S-8 filing include financial results for RGA (RGA)?

No. The provided S-8 content contains no earnings, revenue or balance sheet data and is focused on plan registration and exhibits.

Which exhibits are incorporated by reference in this S-8 filing?

Exhibits referenced include the Amended and Restated Articles of Incorporation, Amended and Restated Bylaws, the Flexible Stock Plan, the Phantom Stock Plan for Directors, legal opinion and auditor consents.

Are there any material transactions or governance changes disclosed?

No material transactions or governance changes are disclosed; the filing documents existing governance instruments and plan mechanics rather than new strategic actions.

Does the filing include indemnification provisions for officers and directors?

Yes. The filing quotes state statutory language permitting indemnification and additional indemnities through articles, bylaws or stockholder-approved agreements.