REINSURANCE GROUP OF AMERICA INC

Previous 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.

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 quarters ended March 31, 2025 and June 30, 2025 (together, the “Prior 10-Qs”), 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-Qs are hereby updated with the information set forth below. On July 31, 2025, a Company’s subsidiary entered into reinsurance contracts with subsidiaries of Equitable Holdings, Inc. (collectively, “Equitable”). Pursuant to the reinsurance contracts, the Company’s U.S. Financial Solution segment assumed a 75% quota share of Equitable’s in force individual life insurance liabilities on a coinsurance and modified coinsurance basis, consisting of a diversified mix of life products and account value liabilities, with total liabilities of approximately $12 billion (the “Reinsurance Transaction”). The closing of the Reinsurance Transaction increased 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 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.

Current wording

In deciding whether to enter into the Reinsurance Transaction, 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 reinsurance contracts. 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

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 wording

We have made certain assumptions relating to the Reinsurance Transaction, which assumptions involve significant judgment 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:

Previous wording

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 wording

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

Previous 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.

Current wording

We rely upon our insurance company clients, including Equitable, to provide timely, accurate information. We may experience volatility in our earnings as a result of erroneous or untimely reporting from our clients, including Equitable. We also rely on original underwriting decisions made by Equitable with respect to the assumed risk and cannot guarantee that Equitable’s processes 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 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.

Current wording

Certain reinsurance liabilities that are part of the Reinsurance Transaction were assumed by us on a modified coinsurance basis. The associated net statutory reserves and the assets backing those reserves retained by Equitable. These assets being retained by Equitable are held to support Equitable’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 Equitable owes us. In the event of Counterparty insolvency, we 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 Equitable’s obligations to its policyholders and not generally be available to satisfy Equitable’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

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 wording

Equitable retains administrative responsibilities with respect to the insurance policies that are subject to the Reinsurance Transaction. Additionally, we entered into asset management agreements with Equitable. As such, we rely on Equitable 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 Reinsurance Agreements. Equitable, in its capacity as a service provider, relies on its information technology systems and its ability to maintain the security, confidentiality, integrity and privacy of those systems and the data residing therein. Equitable may be subject to cybersecurity attacks and may not sufficiently protect its information technology and related data, which may impact Equitable’s ability to provide us services and protect our data, which may subject us to losses and harm our reputation. In turn, vendors of Equitable may be subject to cybersecurity attacks. Poor performance or loss of data on the part of Equitable, 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.

Previous 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.

Current wording

Our ability to achieve the benefits that we anticipate from the Reinsurance Transaction depends 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 requires 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

(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.

Current wording

(1)The Company repurchased 406,337 shares of common stock under its share repurchase program in August 2025. The Company issued 3,140, 21,356 and 759 shares from treasury and repurchased from recipients 916, 150 and 266 shares for the settlement of income tax withholding requirements incurred by the recipients of equity incentive awards in July, August and September 2025, respectively.

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 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.

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. As of September 30, 2025, the aggregate amount remaining under the Company’s share repurchase authorization was $425 million. During the nine months ended September 30, 2025, the Company repurchased 406,337 shares of common stock under this program.