Form 8-K

8-K — REINSURANCE GROUP OF AMERICA INC

Accession: 0001193125-26-201509

Filed: 2026-05-01

Period: 2026-05-01

CIK: 0000898174

SIC: 6311 (LIFE INSURANCE)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d115304d8k.htm (Primary)

EX-99.1 (d115304dex991.htm)

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8-K

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8-K

REINSURANCE GROUP OF AMERICA INC false 0000898174 0000898174 2026-05-01 2026-05-01 0000898174 us-gaap:CommonStockMember 2026-05-01 2026-05-01 0000898174 rga:M5.75FixedToFloatingRateSubordinatedDebenturesDue20562Member 2026-05-01 2026-05-01 0000898174 rga:M7.125FixedRateResetSubordinatedDebenturesDue20521Member 2026-05-01 2026-05-01

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): May 1, 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:

☐

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

5.75% Fixed-To-Floating Rate Subordinated Debentures due 2056

RZB

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 8.01

Other Events.

On May 1, 2026, Reinsurance Group of America, Incorporated (the “Company”) issued a press release announcing that a notice of redemption will be issued to the holders of all of the Company’s outstanding $400 million aggregate principal amount 5.75% Fixed-to-Floating Rate Subordinated Debentures due 2056 (the “2056 Debentures”) in accordance with the terms of the indenture governing the 2056 Debentures. The 2056 Debentures are listed on the New York Stock Exchange under the symbol “RZB.”

The 2056 Debentures will be redeemed in full on June 15, 2026 (the “Redemption Date”), at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest thereon, to, but excluding, the Redemption Date. As of the Redemption Date, interest on the redeemed 2056 Debentures will cease to accrue. The notice of redemption will be delivered to holders of the 2056 Debentures at the Company’s direction by The Bank of New York Mellon Trust Company, N.A., as trustee, located at 240 Greenwich St., New York, NY 10286.

A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in Item 8.01 of this Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1, is provided for informational purposes only and does not constitute a notice of redemption of any security of the Company, including the 2056 Debentures.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The following documents are filed as exhibits to this report:

Exhibit

No.

Exhibit

99.1

Press Release, dated May 1, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 1, 2026

By:

/s/ Axel André

Axel André

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: d115304dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Reinsurance Group of America, Incorporated

16600 Swingley Ridge Road, Chesterfield, Missouri 63017

FOR IMMEDIATE RELEASE

REINSURANCE GROUP OF AMERICA

ANNOUNCES REDEMPTION OF ALL OF ITS OUTSTANDING

5.75% FIXED-TO-

FLOATING RATE

SUBORDINATED DEBENTURES DUE 2056

ST. LOUIS, May 1, 2026 – Reinsurance Group of America, Incorporated (NYSE: RGA) (the

“Company”) announced today that a notice of redemption will be issued to the holders of all of its outstanding $400 million aggregate principal amount

5.75% Fixed-to-Floating Rate Subordinated Debentures due 2056 (CUSIP No. 759351 802 and ISIN US7593518027) (the “2056 Debentures”) in

accordance with the terms of the indenture governing the 2056 Debentures. The 2056 Debentures are listed on the New York Stock Exchange under the symbol “RZB.”

The 2056 Debentures will be redeemed in full on June 15, 2026 (the “Redemption Date”), at a redemption price equal to 100% of the outstanding

principal amount thereof, plus accrued and unpaid interest thereon, to, but excluding, the Redemption Date. As of the Redemption Date, interest on the redeemed 2056 Debentures will cease to accrue. The notice of redemption will be delivered to

holders of the 2056 Debentures at the Company’s direction by The Bank of New York Mellon Trust Company, N.A., as trustee, located at 240 Greenwich St., New York, NY 10286 (the “Trustee”).

This press release shall not constitute a notice of redemption of any security of the Company, including the 2056 Debentures. The terms and conditions of the

redemption of the 2056 Debentures will be set forth in the notice of redemption distributed to holders of the 2056 Debentures and by the Trustee under the indenture governing the 2056 Debentures.

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.

Cautionary Note Regarding Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and federal securities laws

including, among others, statements relating to projections of the future operations, strategies, earnings, revenues, income or loss, ratios, financial performance and growth potential of the Company. Forward-looking statements often contain words

and phrases such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “if,” “intend,” “likely,”

“may,” “plan,” “potential,” “pro forma,” “project,” “should,” “will,” “would,” and other words and terms of similar meaning or that are otherwise tied to

future periods or future performance, in each case in all derivative forms. Forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effects on the Company.

Forward-looking statements are not a guarantee of future performance and are subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results, performance, and achievements could differ materially

from those set forth in, contemplated by or underlying the forward-looking statements.

Factors that could also cause results or events to differ, possibly materially, from those expressed or

implied by forward-looking statements, include, among others: (1) changes in mortality, morbidity, policyholder behavior, claims experience, investment returns, interest rates, expenses and other factors as compared to our pricing assumptions;

(2) investment results, whether from changes in economic, capital- and credit-market conditions, asset selection, or otherwise, and their impact on the Company’s investment securities, liquidity, portfolio yields, credit quality, access

to capital, cost of capital, and amount of capital required for regulatory and contractual purposes; (3) changes in the Company’s financial strength and credit ratings and the effect of such changes on the Company; (4) the

availability, amount, cost, and market value of collateral necessary for regulatory reserves, capital, and client obligations; (5) changes in laws and regulations, tax policy and rates, accounting standards, and privacy, data security and

cybersecurity regulations applicable to the Company and actions by regulators with authority over the Company’s operations, as well as regulatory restrictions on the ability of Company subsidiaries to pay dividends to the Company; (6) the

impact of general economic conditions in the U.S. and globally, including as a result of inflation, interest rate levels, geopolitical instability, and impacts from the imposition of, or changes in tariffs, as well as the stability of and actions by

governments, central banks, and economies in jurisdictions where the Company operates, affecting interest rates, markets generally, or the demand for insurance and reinsurance; (7) the stability and financial performance of clients, reinsurers,

third-party investment managers and other institutions and the effects of the Company’s dependence on such third parties; (8) the effectiveness of the Company’s risk management strategy, policy, and procedures, whether relating to

reinsurance, investment strategy, operations, or otherwise; (9) the impact of impairments of the value of the Company’s investment securities on the Company’s capital requirements and the fact that the determination of allowances

and impairments taken on the Company’s investments is highly subjective; (10) the threat of catastrophic events such as pandemics, epidemics, other major health issues, natural disasters, war, military actions (including conflicts in the

Middle East), and terrorism or other acts of violence; (11) competitive factors and competitors’ responses to the Company’s initiatives; (12) development and introduction of new products and distribution opportunities and entry

into new lines of business and markets; (13) the impact of the development and adoption of artificial intelligence; (14) the effect of acquisitions and other significant transactions, including risks related to the integration of acquired

blocks of business and entities and the Company’s ability to achieve the expected benefits of such transactions, including the transaction entered into with subsidiaries of Equitable Holdings, Inc. on July 31, 2025; (15) interruption or

failure of the Company’s telecommunication, information technology, or other operational systems, or the Company’s failure to maintain adequate security to protect the confidentiality or privacy of personal or sensitive data and

intellectual property stored on such systems; (16) adverse developments with respect to litigation, arbitration, or regulatory investigations or actions; (17) risks associated with our international operations, including related to

fluctuation in foreign currency exchange rates; and (18) other risks and uncertainties described in this document and in the Company’s other filings with the Securities and Exchange Commission (“SEC”).

Forward-looking statements should be evaluated together with the many risks and uncertainties that affect the Company’s business, including those

mentioned in this document and described in the periodic reports the Company files with the SEC. These forward-looking statements speak only as of the date on which they are made. The Company does not undertake any obligation to update these

forward-looking statements, even though the Company’s situation may change in the future. For a discussion of these risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking

statements, you are advised to see Item 1A - “Risk Factors” in the Company’s 2025 Annual Report on Form 10-K, as may be supplemented by Item 1A - “Risk Factors” in

the Company’s subsequent Quarterly Reports on Form 10-Q.

# # #

FOR MORE INFORMATION:

Jeff Hopson

Senior Vice President, Investor Relations

636-736-2068

jhopson@rgare.com

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