Form 8-K
8-K — REINSURANCE GROUP OF AMERICA INC
Accession: 0001193125-26-292830
Filed: 2026-07-01
Period: 2026-06-26
CIK: 0000898174
SIC: 6311 (LIFE INSURANCE)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — d108862d8k.htm (Primary)
EX-99 (d108862dex99.htm)
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XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: d108862d8k.htm · Sequence: 1
8-K
REINSURANCE GROUP OF AMERICA INC false 0000898174 0000898174 2026-06-26 2026-06-26 0000898174 us-gaap:CommonStockMember 2026-06-26 2026-06-26 0000898174 rga:M7.125FixedRateResetSubordinatedDebenturesDue20521Member 2026-06-26 2026-06-26
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 26, 2026
REINSURANCE GROUP OF AMERICA, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Missouri
1-11848
43-1627032
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
16600 Swingley Ridge Road, Chesterfield, Missouri 63017
(Address of Principal Executive Offices, and Zip Code)
Registrant’s telephone number, including area code: (636) 736-7000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.01
RGA
New York Stock Exchange
7.125% Fixed-Rate Reset Subordinated Debentures due 2052
RZC
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter):
☐ 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 13(a) of the Exchange Act.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 26, 2026, the Board of Directors (the “Board”) of Reinsurance Group of America, Incorporated (the “Company”) appointed Maurice Tulloch to the Board, effective July 1, 2026, for a term of office ending at the 2027 annual meeting of shareholders, or until his successor is duly elected and qualified. The addition of Mr. Tulloch increases the size of the Board to thirteen directors. The Board has determined that Mr. Tulloch is an independent director under the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines.
Mr. Tulloch, 57, is the former Group CEO of Aviva (formerly Pilot Insurance Company). During his time with Aviva, his roles included President and CEO of Aviva Canada, Chairman and of Global General Insurance, and CEO, International – responsible for operations across Europe and Asia. Earlier in his career, Mr. Tulloch was Chair of the Insurance Bureau of Canada and a director at both the Property & Casualty Insurance Compensation Corporation and the Insurance Institute of Canada. Since leaving Aviva in 2020, Mr. Tulloch has served on the boards of PSP Investments and Porch Group.
The Company is not aware of any transactions, proposed transactions, or series of either to which the Company or any of its subsidiaries was or is to be a participant since December 31, 2022, in which the amount involved exceeds $120,000 and in which Mr. Tulloch had, or will have, a direct or indirect material interest.
There are no arrangements or understandings between Mr. Tulloch and any other person pursuant to which he was appointed as a director. Mr. Tulloch will participate in the non-employee director compensation arrangements established by the Company for non-employee directors, as described under “Board of Directors – Director Compensation” in the Company’s proxy statement dated April 9, 2026 for its 2026 annual meeting of shareholders. Mr. Tulloch will receive a prorated portion of his 2026 annual retainer of $125,000 and annual stock grant of $165,000, which will be prorated and adjusted from the commencement of his time of service on the Board to the date of the first anniversary of the Company’s 2026 annual meeting of shareholders. Mr. Tulloch has not yet been named to any committees of the Board.
Item 7.01
Regulation FD Disclosure.
The Company issued a press release (the “Press Release”) announcing the appointment of Mr. Tulloch to the Board, a copy of which is furnished with this report as Exhibit 99. The information set forth in this Item 7.01, including the Press Release, is being furnished and shall not be deemed to be “filed,” as described in Instruction B.2 of Form 8-K.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits. The following documents are filed as exhibits to this report:
99
Press Release of Reinsurance Group of America, Incorporated dated July 1, 2026
104
Cover Page Interactive Data File (formatted as Inline XBRL) to the exhibit index
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
REINSURANCE GROUP OF AMERICA, INCORPORATED
Date: July 1, 2026
By:
/s/ My Chi To
My Chi To
Executive Vice President, Chief Legal Officer & Corporate Secretary
EX-99
EX-99
Filename: d108862dex99.htm · Sequence: 2
EX-99
Exhibit 99
Reinsurance Group of America Names New Member to Board of Directors
ST. LOUIS, July 1, 2026 - Reinsurance Group of America, Incorporated (NYSE: RGA), a leading global life and health reinsurer,
announced today that Maurice Tulloch has been appointed to the company’s Board of Directors, effective July 1, 2026.
“Maurice brings a
forward-looking view of the insurance industry, paired with broad, hands-on experience leading global businesses,” said Tony Cheng, President and Chief Executive Officer, RGA. “His combination of
operational expertise and global insight, and his commitment to making insurance simpler and more responsive for customers will be valuable as RGA continues helping clients navigate change and deliver meaningful protection.”
“Maurice’s experience spans senior executive leadership, international insurance operations, and service on public and private boards,” said
Stephen O’Hearn, Chair of the Board of Directors, RGA. “His perspective on governance, capital stewardship, and leading through complexity will further strengthen the Board as it continues to oversee RGA’s long-term
strategy.”
Mr. Tulloch is the former Chief Executive Officer of Aviva Group, where he led efforts to simplify the organization, strengthen
commercial discipline, and improve customer outcomes. During a career at Aviva spanning more than 25 years, he held a range of senior leadership roles across geographies and business lines, including President and Chief Executive Officer of Aviva
Canada, Chairman of Global General Insurance, and Chief Executive Officer, International, with responsibility for operations across Europe and Asia.
Throughout his career, Mr. Tulloch has been recognized for his operational expertise, international
perspective, and early advocacy for using data analytics and artificial intelligence to enhance business performance. He currently serves on the boards of PSP Investments and Porch Group Inc., and previously held board and industry leadership roles
with Aviva plc, The Geneva Association, the Insurance Development Forum, ClimateWise, the Insurance Bureau of Canada, and other insurance organizations.
Mr. Tulloch holds a Chartered Professional Accountant (CPA) designation, an MBA from Heriot-Watt University in Edinburgh, and a B.A. in Economics from
the University of Waterloo.
About RGA
Reinsurance
Group of America, Incorporated (NYSE: RGA) is a global industry leader specializing in life and health reinsurance and financial solutions that help clients effectively manage risk and optimize capital. Founded in 1973, RGA is one of
the world’s largest and most respected reinsurers and remains guided by a powerful purpose: to make financial protection accessible to all. As a global capabilities and solutions leader, RGA empowers partners through bold innovation,
relentless execution, and dedicated client focus – all directed toward creating sustainable long-term value. RGA has approximately $4.3 trillion of life reinsurance in force and total assets of $156.6
billion as of December 31, 2025. To learn more about RGA and its businesses, please visit rgare.com or follow RGA on LinkedIn and Facebook. Investors can learn more at investor.rgare.com.
FOR MORE INFORMATION:
Crystal Lu
Senior Vice President, Investor Relations
Crystal.Lu@rgare.com
Jeff Hopson
Senior Vice President, Investor Relations
636-736-2068
jhopson@rgare.com
Lynn Phillips
Senior Vice President, Enterprise
Marketing & Communications
636-736-2351
lphillips@rgare.com
Lizzie Curry
Executive Director, Public Relations
636-736-8521
lizzie.curry@rgare.com
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