PORTER JONATHAN 4

What Happened
Jonathan Porter, EVP & Global Chief Risk Officer of Reinsurance Group of America (RGA), exercised stock derivatives on 2026-02-11. He acquired 722 shares at $129.72 (value $93,658) and 602 shares at $150.87 (value $90,824), for total consideration of about $184,482. To cover the exercise price and tax withholding, the company withheld shares (388 and 162 shares reported as disposed for tax withholding at $220.70 each). The filing also shows two derivative settlements (1,754 and 1,905 shares) listed at $0, consistent with vested SARs/options being settled. Per footnotes, net share settlements were 334 shares (first grouping) and 440 shares (second grouping) after withholding.

Key Details

• Transaction date: 2026-02-11; Form filed: 2026-02-13 (timely filing).
• Exercise entries: 722 @ $129.72 = $93,658; 602 @ $150.87 = $90,824.
• Withheld/disposed for taxes: 388 @ $220.70 = $85,632; 162 @ $220.70 = $35,753.
• Net settlements (per footnotes): 334 shares and 440 shares after withholding to cover exercise price and taxes.
• Footnotes: F3 = SAR grant (3/3/2017) vested in 25% increments; F4 = NQSO grants (3/2/2018) vest 25% annually.
• Transaction codes: M = exercise/conversion of derivative; F = shares withheld for tax/exercise payment.
• Shares owned after transaction: not specified in the provided excerpt of the filing.

Context
This appears to be routine option/SAR exercise with a cashless/net-share settlement (company withheld shares to cover exercise price and tax obligations). Withholding or immediate disposition to cover taxes is administrative and not necessarily a directional signal about the insider’s view of the stock. The transactions reflect settlement of vested awards (see 2017 SAR and 2018 option grant footnotes).