Reinsurance Group of America Inc.

08/13/2026 | Press release | Distributed by Public on 08/13/2026 16:34

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PORTER JONATHAN
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, Global Chief Risk Officer
(Last) (First) (Middle)
16600 SWINGLEY RIDGE RD.
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2026
(Street)
CHESTERFIELD, MO 63017
4. If Amendment, Date 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
(City) (State) (Zip)
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 08/11/2026 M 2,264 A $145.25 17,149 D
Common stock 08/11/2026 F 1,345(1) D $244.65 15,804 D
Common stock 08/11/2026 M 5,707 A $117.85 21,511 D
Common stock 08/11/2026 F 2,750(2) D $244.65 18,761 D
Common stock 08/11/2026 M 2,437 A $129.01 21,198 D
Common stock 08/11/2026 F 1,286(3) D $244.65 19,912 D
Common stock 08/11/2026 M 4,332 A $106.53 24,244 D
Common stock 08/11/2026 F 1,887(4) D $244.65 22,357 D
Common stock 08/11/2026 M 2,571 A $138.34 24,928 D
Common stock 08/11/2026 F 1,454(5) D $244.65 23,474 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
Non-Qualified Stock Options 2019 $145.25 08/11/2026 M 2,264 (6) 03/01/2029 Common stock 2,264 $ 0 0 D
Non-Qualified Stock Option - 2020 $117.85 08/11/2026 M 5,707 (7) 03/06/2030 Common stock 5,707 $ 0 0 D
Non-Qualified Stock Option - 2021 $129.01 08/11/2026 M 2,437 (8) 03/11/2031 Common stock 2,437 $ 0 0 D
Net Settled Options - 2022 $106.53 08/11/2026 M 4,332 (9) 03/22/2032 Common stock 4,332 $ 0 0 D
Net Settled Options - 2023 $138.34 08/11/2026 M 2,571 (10) 03/09/2033 Common stock 2,571 $ 0 857 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PORTER JONATHAN
16600 SWINGLEY RIDGE RD.
CHESTERFIELD, MO 63017
EVP, Global Chief Risk Officer

Signatures

/s/ My Chi To, by Power of Attorney 08/13/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents the gross number of shares received (2,264), less shares withheld to satisfy conversion price (1,345), resulting in a net settlement of 919 shares.
(2) Represents the gross number of shares received (5,707), less shares withheld to satisfy conversion price (2,750), resulting in a net settlement of 2,957 shares.
(3) Represents the gross number of shares received (2,437), less shares withheld to satisfy conversion price (1,286), resulting in a net settlement of 1,151 shares.
(4) Represents the gross number of shares received (4,332), less shares withheld to satisfy conversion price (1,887), resulting in a net settlement of 2,445 shares.
(5) Represents the gross number of shares received (2,571), less shares withheld to satisfy conversion price (1,454), resulting in a net settlement of 1,117 shares.
(6) Non-Qualified Stock Option grants on March 1, 2019 vest in 25% increments on each of December 31, 2019, 2020, 2021 and 2022.
(7) Non-Qualified Stock Option grants on March 6, 2020 vest in 25% increments on each of December 31, 2020, 2021, 2022 and 2023.
(8) Non-qualified stock option grants on March 11, 2021 vest in 25% increments on each of December 31, 2021, 2022, 2023 and 2024.
(9) Net settled options grants (Canada) on March 22, 2022 vest in 25% increments on each of December 31, 2022, 2023, 2024 and 2025.
(10) Net settled options grants (Canada) on March 9, 2023 vest in 25% increments on each of December 31, 2023, 2024, 2025 and 2026.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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