O'HEARN STEPHEN T 4

What Happened

• Stephen T. O'Hearn, a director of Reinsurance Group of America, Inc. (RGA), was granted 1,856 phantom stock units (reported as a derivative award) on 2026-05-20. The filing shows an acquisition price of $0.00 (total $0 reported) because these units were granted via deferral of director compensation rather than an open-market purchase.
• The grant comprises 525 units from deferral of the annual retainer and 1,331 units from deferral of the annual stock grant. The phantom units convert 1-for-1 into common shares based on fair market value when distributed.

Key Details

• Transaction date: 2026-05-20; Form 4 filed: 2026-05-22.
• Reported price: $0.00 (award/deferral), transaction code: A (award/grant).
• Shares owned after transaction: not specified in the provided filing details.
• Footnotes: units convert 1:1 to common stock (F1); acquired via deferral of retainer (525) and annual grant (1,331) (F2); director may elect payment upon retirement or after a 5- or 7-year deferral (F3); distributable upon retirement per distribution elections (F4).
• Timeliness: Form 4 was filed two days after the transaction date, within the typical reporting window for insider reports.

Context

• These phantom stock units are a deferred compensation award for a board member, not an open-market purchase or sale. They will convert to actual shares (or their cash equivalent) according to the director's deferral and distribution elections, so this is routine compensation rather than a direct signal of buying/selling intent.