PORTER JONATHAN 4

What Happened

• Jonathan Porter, EVP & Global Chief Risk Officer of Reinsurance Group of America (RGA), had restricted share units (RSUs) convert to common stock on Jan 20, 2026. A total of 1,963 shares were issued on exercise/conversion (389 + 404 + 1,170). To satisfy tax withholding/exercise obligations, 1,053 shares were disposed (209 + 217 + 627) at an implicit withholding price of $196.73, generating $41,117 + $42,690 + $123,350 = $207,157 in proceeds/withheld value. Net shares retained from the settlements = 910 shares.

Key Details

• Transaction date: January 20, 2026; Form filed Jan 22, 2026 (appears timely).
• Withholding/disposition price: $196.73 per share for the tax/exercise-related disposals.
• Shares involved: 1,963 shares issued on conversion; 1,053 shares withheld/disposed to cover taxes; net +910 shares retained.
• Footnotes: F1/F3/F4 indicate these were RSU grants with multi-year vesting schedules (grants from Mar 6, 2025; Mar 15, 2024; some fully vesting on Dec 31, 2025/2026/2027). F2 confirms each RSU equals one share.
• Transaction codes: M = exercise/conversion of derivative (RSU settlement); F = payment of exercise price or tax liability (shares withheld/sold).
• Filing timeliness: No late filing noted in the reported data.

Context

• This appears to be a routine RSU settlement with shares withheld to cover taxes (a common, non‑market-sale action), not an open‑market sale that would necessarily signal a change in insider sentiment. The filing shows conversion of deferred awards and tax-withholding rather than a discretionary sell for cash beyond tax obligations.