RGA director granted 817 phantom stock units

REINSURANCE GROUP OF AMERICA INC director Alison S. Rand received a grant of 817 phantom stock units, which convert 1-for-1 into common stock based on fair market value.

Accepted by SEC EDGAR 05/22/2026 - 06:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

REINSURANCE GROUP OF AMERICA INC director Alison S. Rand received a grant of 817 phantom stock units, which convert 1-for-1 into common stock based on fair market value. The award represents a deferral of her annual stock grant for board service and will be paid at retirement or after a five- or seven-year deferral period, according to her distribution elections.

Insider Trade Summary

Grant/Award: 817 shares

Grant/Award 1 txn

Insider Rand Alison S.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	817	$0.00	$0.00

Holdings After Transaction: Phantom Stock — 817 contracts (Direct)

Holdings Before and After: Phantom Stock, 0 to 817 contracts (Direct)

Footnotes (4)

1. F1. The phantom stock units convert 1 for 1 to common stock, based on fair market value.
2. F2. Acquired pursuant to deferral of annual stock grant (817 shares) to independent directors for services performed as a director.
3. F3. Director can elect to receive payment (1) upon retirement or (2) after a five or seven year deferral period.
4. F4. Distributable upon director's retirement from the Board in accordance with distribution elections.

Key Figures

Phantom stock units granted: 817 units Conversion ratio: 1-for-1 to common stock Grant price per unit: $0.0000 +1 more

4 metrics

Phantom stock units granted 817 units Grant to director Alison S. Rand on May 20, 2026

Conversion ratio 1-for-1 to common stock Phantom stock units convert into RGA common shares

Grant price per unit $0.0000 Phantom stock award recorded with zero exercise price

Units held after transaction 817 units Total phantom stock units following the reported grant

Key Terms

Phantom Stock, deferral of annual stock grant, distribution elections

3 terms

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 stock grant financial

"Acquired pursuant to deferral of annual stock grant (817 shares) to independent directors for services performed as a director."

distribution elections financial

"Distributable upon director's retirement from the Board in accordance with distribution elections."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did RGA director Alison S. Rand report on this Form 4?

Alison S. Rand reported receiving 817 phantom stock units as a grant. These units were awarded as a deferral of her annual stock grant for serving as an independent director at REINSURANCE GROUP OF AMERICA INC.

How do the RGA phantom stock units reported by Alison S. Rand convert to common stock?

The phantom stock units convert 1-for-1 into RGA common stock based on fair market value. This means each of the 817 phantom units corresponds to one share of common stock when distributed, aligning director compensation with shareholder value.

Why did Alison S. Rand receive 817 phantom stock units from RGA?

She received 817 phantom stock units pursuant to a deferral of her annual stock grant. The grant compensates her for services performed as an independent director on RGA’s board, with payment deferred instead of taking immediate common stock.

When will Alison S. Rand receive payment for her RGA phantom stock units?

Payment occurs either upon her retirement from the RGA board or after a five- or seven-year deferral period. The timing depends on distribution elections she made under the company’s director compensation and deferral arrangements.

How many RGA phantom stock units does Alison S. Rand hold after this transaction?

Following this grant, Alison S. Rand holds 817 phantom stock units. These units are tied to RGA common stock on a 1-for-1 basis and represent deferred compensation rather than immediate share ownership or a cash transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Rand Alison S.

(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)

X	Director		10% 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)

X	Form 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)
			Code	V	Amount	(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock	$0(1)	05/20/2026		A		817(2)		(3)	(4)	Common Stock	817	$0	817	D

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 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 Attorney	05/22/2026
	** 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.
* Form 4: SEC 1474 (03-26)