RGA

Business Context and Reporting Period

Company: Reinsurance Group of America, Incorporated (RGA)
Filing Type: Form 8-K (Current Report)
Date of Report: March 3, 2026
Event: Completion of a public offering of $400 million aggregate principal amount of 6.375% Fixed-Rate Reset Subordinated Debentures due 2056.

Key Financial Metrics

Debt Issuance: $400 million principal amount of 6.375% Fixed-Rate Reset Subordinated Debentures due 2056.
Net Proceeds: Approximately $396 million (after underwriting discounts, before expenses).
Interest Rate: Fixed at 6.375% per annum until September 15, 2036 (First Reset Date). Thereafter, the rate resets to the Five-Year Treasury Rate plus 2.344%.
Interest Payments: Semi-annually in arrears on March 15 and September 15, beginning September 15, 2026.
Maturity: September 15, 2056.
Subordination: Unsecured and subordinated to all existing and future senior indebtedness; ranks equal to other existing subordinated debentures (5.75% due 2056, 6.650% due 2055, 7.125% due 2052).

Material Changes

This filing represents a material increase in the Company's long-term debt obligations. The issuance adds a new class of subordinated debt to the Company's capital structure, increasing total indebtedness by $400 million. The filing does not provide comparative financial metrics (revenue, profit, cash flow) for the current period versus prior periods as this is a transaction-specific report rather than a periodic financial statement.

Guidance, Outlook, and Management Commentary

Use of Proceeds: The Company intends to use the net proceeds for general corporate purposes, which may include refinancing debt obligations.
Redemption Features:

• Par Call Periods: The Company may redeem the Debentures at 100% of principal during the three-month period prior to the First Reset Date and subsequent Reset Dates.
• Make-Whole Redemption: Outside of Par Call Periods, redemption is permitted at a make-whole price.
• Special Events: Redemption at 100% plus accrued interest is allowed within 90 days of a "Tax Event" or "Regulatory Capital Event." Redemption at 102% plus accrued interest is allowed within 90 days of a "Rating Agency Event."

Risks and Contingencies: The Debentures are subject to events of default, including failure to pay interest or principal, and bankruptcy or insolvency, which could trigger immediate acceleration of payment obligations.

Investor Verification Checklist

• Verify the exact net proceeds received ($396 million) against the gross offering amount ($400 million) to confirm underwriting discount costs.
• Review the "Twelfth Supplemental Indenture" (Exhibit 4.2) for specific covenants and restrictions on future indebtedness.
• Confirm the Company's current leverage ratios post-issuance to assess the impact on credit ratings.
• Monitor the Company's intent to use proceeds for refinancing existing debt versus general corporate purposes.
• Check for any "Tax Events" or "Regulatory Capital Events" that could trigger early redemption of the debentures.