Hayden John W. 4

What Happened
John W. Hayden, EVP & Controller of Reinsurance Group of America (RGA), exercised 1,867 stock appreciation rights (SARs) on May 20, 2026. The exercise reflected a base value of $129.80 per share (1,867 x $129.80 = $242,337). To cover the exercise and tax withholding, 1,453 shares were withheld (1,126 shares for the base price and 327 shares for taxes). The remaining 414 net shares were issued and sold in an open-market transaction at $214.95 per share, generating $88,989.

Key Details

• Transaction date: 2026-05-20 (Form 4 filed 2026-05-22; appears timely).
• Exercise: 1,867 SARs converted — recorded at $129.80 per share (total $242,337).
• Withholding/payment (F): 1,453 shares withheld/disposed to cover base price and taxes (valued at $214.95/share, $312,322).
• Open-market sale (S): 414 shares sold at $214.95/share for $88,989.
• Net issued shares after withholding: 414 (these were sold).
• Footnotes: F1 explains 1,126 shares withheld for base price and 327 shares withheld for taxes; F2 notes the SARs were from a March 3, 2017 grant that vested in 25% increments through 2020.
• Shares owned after the transaction: not specified in the provided filing details.
• Codes: M = exercise/conversion of derivative (SAR), F = shares withheld for exercise/taxes, S = open-market sale.

Context
This was a cashless exercise of SARs where shares were withheld to cover the exercise amount and tax liability and the remaining net shares were sold. Such exercises and related sell-to-cover transactions are commonly routine and do not by themselves indicate management sentiment about the company. Purchases generally carry more informational weight for investors; this filing documents conversion and sell-to-cover activity.