REINSURANCE GROUP OF AMERICA INC

Previous wording

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 wording

The Company’s business, reputation, results of operations and financial condition can be affected by a number of factors, whether currently known or unknown, including those described in (i) Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”) and (ii) Part II, Item 1A of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “Prior 10-Q”), in each case under the heading “Risk Factors.” When any one or more of these risks materialize from time to time, the Company’s business, reputation, results of operations and financial condition may be materially and adversely affected. The risk factors set forth in the Prior 10-Q are hereby updated with the information set forth below. In February 2025, the Company’s subsidiary RGA Reinsurance Company (“RGA Re”) entered into a Master Transaction Agreement (the “Master Transaction Agreement”) with subsidiaries of Equitable Holdings, Inc. (collectively, the “Counterparty”). Pursuant to the Agreement, on July 31, 2025, following the completion of the closing conditions set forth in the Master Transaction Agreement, RGA Re entered into coinsurance and modified coinsurance agreements with the Counterparty (the “Reinsurance Transaction”). The closing of 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.

Previous wording

In the risk factors below, we refer to the Company as “we,” “us,” or “our”. Other than the additional risk factors below related to the Reinsurance Transaction, there have been no material changes from the risk factors previously disclosed in the Company’s 2024 Annual Report.

Current wording

In the risk factors below, we refer to the Company as “we,” “us,” or “our”. Other than the additional risk factors below related to the Reinsurance Transaction, there have been no material changes from the risk factors previously disclosed in the 2024 Annual Report.

Previous wording

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 wording

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 that 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 that we expect to achieve from the Reinsurance Transaction, and our business, financial condition and results of operations could be adversely affected.

Previous wording

•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 wording

•our ability to obtain financing, generate and maintain needed cash from operations, and the impact of such financing on our operating results, financial condition and ability to finance other new business opportunities;

Previous wording

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 wording

Like our other 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.

Previous wording

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 wording

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 the 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.

Previous wording

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 wording

We rely upon our insurance company clients, including the Counterparty, 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.

Previous wording

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 wording

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 policyholder obligations in respect of certain insurance liabilities and are subject to the applicable policy terms and regulatory requirements. Accordingly, the assets backing the modified coinsurance reserves are not expected to be available to us to satisfy any amounts that the Counterparty owes us. In the event of Counterparty insolvency, we will remain liable for all of our obligations under the terms of the Reinsurance Transaction. In such a situation, it is expected that the assets backing the modified coinsurance reserves would be used to satisfy the Counterparty’s obligations to its policyholders and not generally be available to satisfy the Counterparty’s general creditor obligations. Further, we are subject to the impact of the investment performance on these assets, although we do not directly control them. To the extent the modified coinsurance assets are not managed in accordance with the applicable terms of the policies or related regulatory requirements, our risk of loss could increase, which could adversely affect our business, financial condition and results of operations.

Previous wording

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 wording

Our ability to achieve the benefits that 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.

Previous wording

The following table summarizes the Company’s repurchase activity of its common stock during the quarter ended March 31, 2025:

Current wording

The following table summarizes RGA’s repurchase activity of its common stock during the quarter ended June 30, 2025:

Previous wording

(1)The Company did not repurchase any shares of common stock under its share repurchase program in January, February and March 2025. The Company net settled– issuing 239,756, 4,383 and 152,977 shares from treasury and repurchasing from recipients 87,630, 849 and 95,194 shares in January, February and March 2025, respectively, in settlement of income tax withholding requirements incurred by the recipients of equity incentive awards.

Current wording

(1)The Company did not repurchase any shares of common stock under its share repurchase program in April, May and June 2025. The Company net settled– issuing 766, 5,530 and 1,776 shares from treasury and repurchasing from recipients 237, 1,550 and 519 shares in April, May and June 2025, respectively, in settlement of income tax withholding requirements incurred by the recipients of equity incentive awards.

Previous wording

On January 23, 2024, the Company’s board of directors authorized a share repurchase program for up to $500 million of its outstanding common stock. The authorization was effective immediately and does not have an expiration date. During the three months ended March 31, 2025, the Company did not repurchase any shares of common stock under this program and the entire amount of the authorization remains available.

Current wording

On January 23, 2024, the Company’s board of directors authorized a share repurchase program for up to $500 million of its outstanding common stock. The authorization was effective immediately and does not have an expiration date. During the six months ended June 30, 2025, the Company did not repurchase any shares of common stock under this program, and the entire amount remains available.