REINSURANCE GROUP OF AMERICA INC

Current report

In February 2025, the Company’s subsidiary RGA Reinsurance Company (“RGA Re”) entered into a Master Transaction Agreement (the “Agreement”) with subsidiaries of Equitable Holdings, Inc. (collectively, the “Counterparty”). Pursuant to the Agreement, RGA Re will enter into coinsurance and modified coinsurance agreements with the Counterparty (the “Reinsurance Transaction”) if the required closing conditions set forth in the Agreement are met. If the Reinsurance Transaction is completed, the risks that apply to the Company’s existing business and the Reinsurance Transaction will increase the Company’s exposure to many of the risks described under the heading “Risk Factors” set forth in the 2024 Annual Report as supplemented by the risks described below.

Current report

The Reinsurance Transaction may not be completed within the expected timeframe, or at all, and this could negatively affect our business and financial results.

Current report

Completion of the Reinsurance Transaction is subject to the satisfaction or waiver of a number of conditions precedent, including relevant regulatory clearances. Any relevant regulatory agency may refuse or delay its approval or seek to make its approval subject to compliance with unanticipated or onerous conditions. The Reinsurance Transaction is also subject to a number of other conditions beyond our control that may prevent, delay or otherwise negatively affect its completion. We cannot predict whether and when these other conditions will be satisfied or waived. Failure to complete the Reinsurance Transaction would, and any delay in completing the Reinsurance Transaction could, prevent us from realizing the benefits that we expect from the Reinsurance Transaction and will subject us to a number of risks, including but not limited to the following:

Current report

•we must pay our fees and expenses related to the Reinsurance Transaction including, among others, legal, accounting and financial advisory fees, whether the Reinsurance Transaction is completed or not;

Current report

•we may experience negative reactions from the financial markets, including negative impacts on the market price of our securities;

Current report

•the manner in which clients, vendors, business partners and other third parties perceive us may be negatively impacted, which in turn could affect our ability to compete for new business or adversely impact our existing business; and

Current report

•matters relating to the Reinsurance Transaction (including integration planning) may require substantial commitments of time and resources by management.

Current report

Regulatory agencies in certain jurisdictions may impose conditions in connection with the Reinsurance Transaction.

Current report

As noted above, regulatory approval in certain jurisdictions is required to complete the Reinsurance Transaction. There is a risk that one or more regulators may impose conditions in connection with the Reinsurance Transaction, including requiring us to undertake certain specified actions and remedies. These conditions could have the effect, among other things, of imposing significant additional costs or additional liabilities and risks, limiting our revenues, reducing or delaying the anticipated benefits of the Reinsurance Transaction, allowing the parties to terminate the Master Transaction Agreement or imposing other operating restrictions. There can be no assurance that any consents, clearances or approvals necessary or advisable to be obtained in connection with the Reinsurance Transaction will be obtained in a timely manner or at all. If the Reinsurance Transaction, or the integration thereof, is not completed within the expected timeframe, such delay may materially and adversely affect the benefits that we expect to achieve as a result of the Reinsurance Transaction and could result in additional costs or liabilities, loss of revenue and other adverse effects on our business, financial condition and results of operations.

Current report

The due diligence process that we undertook in connection with the Reinsurance Transaction may not have revealed all facts that may be relevant in connection with the Reinsurance Transaction.

Current report

In deciding whether to enter into the Master Transaction Agreement, we conducted a due diligence investigation that we deemed reasonable and appropriate based on the facts and circumstances applicable to the Reinsurance Transaction. When conducting due diligence, our employees, outside consultants and legal advisors are required to evaluate important and complex actuarial, investment, business, financial, tax, accounting, legal and regulatory issues. Despite our efforts, the results of our due diligence may not be complete and accurate or, even if complete and accurate, may not be sufficient to identify all relevant facts, which could prevent us from realizing the anticipated benefits we expect to achieve from the Reinsurance Transaction and our business, financial condition and results of operations could be adversely affected. Additionally, we may become exposed to obligations and liabilities that were undiscovered in the course of performing due diligence in connection with the Reinsurance Transaction and, therefore, may not be adequately addressed in the Master Transaction Agreement and related agreements. Exposure to these previously undiscovered obligations and liabilities could prevent us from realizing the anticipated benefits we expect to achieve from the Reinsurance Transaction and our business, financial condition and results of operations could be adversely affected.

Current report

We have made certain assumptions relating to the Reinsurance Transaction which may prove to be materially inaccurate.

Current report

We have made certain assumptions relating to the Reinsurance Transaction, which assumptions involve significant judgement and may not reflect the full range of uncertainties and unpredictable outcomes inherent in the Reinsurance Transaction and may be materially inaccurate. These assumptions relate to numerous matters, including:

Current report

•pricing with respect to mortality, lapsation, investment returns and expenses and other risks;

Current report

•our ability to reposition the investment portfolio acquired in connection with the Reinsurance Transaction and the assumptions made with respect to the assets in such portfolio;

Current report

•our ability to realize the expected benefits of the Reinsurance Transaction;

Current report

•projections of future revenue and profitability;

Current report

•our ability to obtain financing, generate and maintain needed cash from

Current report

•operations, and complete the Reinsurance Transaction, and the impact of such financing on our operating results, financial condition and ability to finance other new business opportunities;

Current report

•projections of future expenses and expense allocation;

Current report

•unknown or contingent liabilities;

Current report

•acquisition and integration costs; and

Current report

•other financial and strategic risks.

Current report

Like our life reinsurance contracts, the Reinsurance Transaction exposes us to mortality and lapse risk. Our risk analysis and underwriting processes are designed with the objective of controlling the quality of the assumed risk and establishing appropriate pricing with respect thereto. Among other things, these processes rely heavily on our underwriting, our analysis of mortality and longevity trends, lapse rates, expenses and our understanding of medical impairments and their effect on mortality or longevity. We utilized assumptions, estimates and models to evaluate the Reinsurance Transaction and develop scenarios to evaluate our potential exposure to mortality claims, potential investment portfolio losses and other risks associated with the associated assets and liabilities. The scenarios and related analyses are subject to various assumptions, professional judgment, uncertainties and the inherent limitations of any statistical analysis, including the use and quality of historical internal and industry data. Consequently, actual losses with respect to the Reinsurance Transaction, like our other life reinsurance business, may differ materially from what the scenarios may illustrate. This potential difference could be even greater for events with limited or unmodelled annual frequency.

Current report

Our results of operations with respect to the Reinsurance Transaction may also be adversely affected if our actual investment returns and expenses differ from our pricing and reserve assumptions. Among other factors, the assets subject to Reinsurance Transaction expose us to reinvestment, credit quality and disintermediation risks. Changes in economic conditions may lead to changes in market interest rates or changes in our investment strategies, either of which could cause our actual investment returns and expenses to differ from our pricing and reserve assumptions.

Current report

We will rely significantly on the Counterparty for various services, and we may be held responsible for obligations that arise from the acts or omissions of the Counterparty.

Current report

We rely upon our insurance company clients, including the Counterparty, if the Reinsurance Transaction is completed, to provide timely, accurate information. We may experience volatility in our earnings as a result of erroneous or untimely reporting from our clients, including the Counterparty. We also rely on original underwriting decisions made by the Counterparty with respect to the assumed risk and cannot guarantee that the Counterparty’s processes will adequately control risk quality or establish appropriate pricing.

Current report

Certain reinsurance liabilities that are part of the Reinsurance Transaction will be assumed by us on a modified coinsurance basis. The associated net statutory reserves and the assets backing those reserves will be retained by the Counterparty. These assets being retained by the Counterparty are held to support the Counterparty’s regulatory obligations in respect of certain insurance liabilities, but will not be available to the Counterparty’s general creditors in the event of a Counterparty insolvency. Accordingly, upon any bankruptcy of the Counterparty, the assets backing the modified coinsurance reserve may not be available to us to satisfy any amounts that the Counterparty owes us. Further, we are subject to the impact of the investment performance on these assets, although we do not directly control them. Moreover, the modified coinsurance assets are subject to the terms of the applicable underlying policies and related regulatory requirements. To the extent the modified coinsurance assets are not managed in accordance with such requirements, our risk of loss could increase, which could adversely affect our business, financial condition and results of operations.

Current report

The Counterparty will retain administrative responsibilities with respect to the insurance policies that are subject to the Reinsurance Transaction. Additionally, we will enter into asset management agreements with the Counterparty. As such, we will rely on the Counterparty to provide policy administration with respect to the liabilities we are acquiring in the Reinsurance Transaction, provide investment advice in connection with the acquired assets and otherwise and execute investment transactions that are within the investment policy guidelines set forth in the Master Transaction Agreement. The Counterparty, in its capacity as a service provider, will rely on its information technology systems and its ability to maintain the security, confidentiality, integrity and privacy of those systems and the data residing therein. The Counterparty may be subject to cybersecurity attacks and may not sufficiently protect its information technology and related data, which may impact the Counterparty’s ability to provide us services and protect our data, which may subject us to losses and harm our reputation. In turn, vendors of the Counterparty may be subject to cybersecurity attacks. Poor performance or loss of data on the part of the Counterparty, in its capacity as a service provider, or any related outside vendors, could negatively affect our operations and financial performance with respect to the Reinsurance Transaction.

Current report

We may experience difficulties in integrating the risk assumed through the Reinsurance Transaction, and many of the anticipated benefits of the Reinsurance Transaction may not be realized or may not be realized within the expected timeframe.

Current report

Our ability to achieve the benefits we anticipate from the Reinsurance Transaction will depend in part upon whether we are able to integrate the acquired liabilities and assets into our business in an efficient and effective manner. We may not be able to integrate these liabilities and assets smoothly or successfully and the process may take longer than expected. Integration will require the dedication of management resources, which may distract management’s attention from other business operations and could result in the disruption of ongoing businesses, processes, systems and business relationships, any of which could adversely affect our ability to achieve the anticipated benefits of the Reinsurance Transaction. The integration process is subject to a number of risks and uncertainties, and no assurance can be given that the anticipated benefits of the Reinsurance Transaction will be realized or, if realized, the timing of their realization. Failure to achieve these anticipated benefits could adversely affect our future business, financial condition, results of operations and prospects.

Current report

The Reinsurance Transaction may be completed even though material adverse changes may result from the completion of the Reinsurance Transaction, industry-wide changes or other causes.

Current report

In general, a party to the Master Transaction Agreement can refuse to complete the Reinsurance Transaction upon the occurrence of certain events that could cause a material adverse effect on such party or the risk being assumed. However, certain types of changes that would result in a material adverse effect on either party are excluded from the applicable definitions in the agreement, and do not permit either party to refuse to complete the Reinsurance Transaction. If any such adverse changes occur but the parties still complete the Reinsurance Transaction, the Reinsurance Transaction and its impacts on us could have a material adverse effect on our business, financial condition or results of operations.