Wainwright Simon 4

What Happened

• Simon Wainwright, Executive Advisor to the CEO of Reinsurance Group of America (RGA), exercised a stock appreciation right (SAR) grant on 2026-02-10. The exercise resulted in 2,671 shares credited at $93.53 each (totaling $249,819). The company withheld a total of 1,865 shares (1,149 to cover the exercise price and 716 to satisfy tax withholding), leaving a net settlement of 806 shares delivered to Wainwright.

Key Details

• Transaction date: 2026-02-10; Form 4 filed: 2026-02-11 (timely).
• Exercise/credit: 2,671 shares @ $93.53 = $249,819 (code M: exercise/conversion of derivative).
• Withholding for taxes: 716 shares withheld valued at $217.51 = $155,737 (code F); plus 1,149 shares withheld to cover exercise price as noted in footnote F1.
• Net shares issued to insider: 806 shares (after withholding).
• Vesting note: The SARs stem from a March 4, 2016 grant that vested in 25% increments on Dec 31, 2016–2019 (footnote F2).
• Shares owned after the transaction: not disclosed in the provided filing excerpt.
• Filing status: appears timely (filed the next day).

Context

• This was an exercise/settlement of SARs (a derivative that pays the appreciation in stock value). The exercise used a net-share (cashless) settlement: shares were withheld to cover the exercise price and tax withholding rather than selling shares on the open market. This is a routine form of executive compensation settlement and does not by itself indicate a change in the insider’s market view.