REINSURANCE GROUP OF AMERICA INCRGA
REINSURANCE GROUP OF AMERICA INC Stock Compensation Disclosure
Long-Term Incentive Compensation
The Company has adopted the RGA Flexible Stock Plan which was most recently amended and restated in 2025, the Flexible Stock Plan for Directors, which was most recently amended in 2021, and the Phantom Stock Plan for Directors, which was most recently amended in 2025 (collectively, the “Plans”). The Plans provide for the award of benefits of various types of long-term incentive compensation, including cash and equity based awards. In addition, the Company adopted the Employee Stock Purchase Plan (the “ESPP”) in 2024, under which employees have the ability to acquire shares of the Company’s common stock, and restricted stock units are granted in the form of matched share awards associated with such acquired shares. The restricted stock units vest on the first anniversary of the date of grant.
Equity based awards include stock options, stock appreciation rights (“SARs”), restricted stock, performance units and other equity based awards to key employees, officers, directors and others performing significant services for the benefit of the Company or its subsidiaries. As of December 31, 2025, shares authorized for the granting of benefits (prior to giving effect to benefits or shares that have been awarded under these plans) totaled 17,660,077 under the RGA Flexible Stock Plan, 307,500 under the Flexible Stock Plan for Directors, 205,000 under the Phantom Stock Plan for Directors and 100,000 under the Employee Stock Purchase Plan. The Company uses treasury shares or shares made available from authorized but unissued shares to support the future exercise of options or settlement of awards granted under its Plans.
The Company recognized equity based compensation expense of $42 million, $60 million and $46 million in 2025, 2024 and 2023, respectively, related to equity based awards under the Plans, primarily due to performance units, stock appreciation rights and restricted stock.
As of December 31, 2025, the total compensation cost of non-vested awards not yet recognized in the financial statements was $39 million. It is estimated that these costs will vest over a weighted average period of 1.2 years.
The majority of the awards granted each year under the Plans are made in the first quarter of each year. In general, equity based awards granted under the Plans become exercisable over vesting periods ranging from one to four years. Information with respect to grants under the Plans are as follows.
Stock Options and Stock Appreciation Rights
SARs are generally granted with a conversion price equal to the stock’s fair value at the date of grant and expire 10 years after the date of grant. There were no stock options outstanding issued to the Company’s directors under the Flexible Stock Plan during the periods presented. The following table presents a summary of options and SARs activity:
| Number of Options and SARs | Weighted Average Exercise/Conversion Price | Aggregate Intrinsic Value (in millions) | ||||||||||||||||||
| Outstanding as of December 31, 2024 | 1,560,393 | $ | 126.67 | |||||||||||||||||
| Granted | 125,160 | $ | 193.54 | |||||||||||||||||
| Exercised | (229,556) | $ | 104.33 | |||||||||||||||||
| Forfeited | (8,983) | $ | 177.55 | |||||||||||||||||
| Outstanding as of December 31, 2025 | 1,447,014 | $ | 135.68 | $ | 98 | |||||||||||||||
| Awards exercisable | 1,301,027 | $ | 130.56 | $ | 95 | |||||||||||||||
The intrinsic value of awards exercised was $22 million, $39 million, and $27 million for 2025, 2024 and 2023, respectively.
| Awards Outstanding | Awards Exercisable | |||||||||||||||||||||||||||||||
| Range of Exercise Prices | Number Outstanding as of 12/31/2025 | Weighted Average Remaining Contractual Life (years) | Weighted Average Exercise Price | Number Exercisable as of 12/31/2025 | Weighted Average Exercise Price | |||||||||||||||||||||||||||
$90.00 – $109.99 | 262,348 | 5.0 | $ | 104.01 | 262,348 | $ | 104.01 | |||||||||||||||||||||||||
$110.00 – $129.99 | 591,028 | 4.0 | $ | 122.70 | 591,028 | $ | 122.70 | |||||||||||||||||||||||||
$130.00 – $149.99 | 256,305 | 4.9 | $ | 142.27 | 227,151 | $ | 142.77 | |||||||||||||||||||||||||
$150.00 + | 337,333 | 6.6 | $ | 178.08 | 220,500 | $ | 170.66 | |||||||||||||||||||||||||
| Totals | 1,447,014 | 5.0 | $ | 135.68 | 1,301,027 | $ | 130.56 | |||||||||||||||||||||||||
The following table presents the weighted average assumptions used to determine the fair value of SARs granted:
| For the years ended December 31, | 2025 | 2024 | 2023 | |||||||||||||||||
| Dividend yield | 1.84 | % | 1.84 | % | 2.31 | % | ||||||||||||||
| Risk-free rate of return | 4.12 | % | 4.33 | % | 4.15 | % | ||||||||||||||
| Expected volatility | 38.8 | % | 38.3 | % | 37.1 | % | ||||||||||||||
| Expected life (in years) | 6.0 | 6.0 | 6.3 | |||||||||||||||||
| Weighted average exercise price of stock options granted | $ | 193.00 | $ | 185.28 | $ | 138.34 | ||||||||||||||
| Weighted average fair value of stock options granted | $ | 70.67 | $ | 67.95 | $ | 47.20 | ||||||||||||||
The Black-Scholes model was used to determine the fair value recognized in the financial statements of SARs that have been granted. The Company used daily historical volatility when calculating the SAR’s value. The benchmark rate is based on observed interest rates for instruments with maturities similar to the expected term of the stock options. Dividend yield is determined based on historical dividend distributions compared to the price of the underlying common stock as of the valuation date and held constant over the life of the stock options. The Company estimated expected life using the historical average years to exercise or cancellation.
Performance Units
Performance Units are units that, if vested, are multiplied by a performance factor to produce a number of final shares that are paid in the Company’s common stock. Each unit represents the right to receive up to two shares of the Company’s common stock, depending on the results of certain performance measures. Compensation expense related to Performance Units is recognized ratably over the requisite performance period. The performance factor for the 2022 – 2024 performance period was 197.4%.
Restricted Stock Units
In general, restricted stock units (“RSUs”) granted under the Flexible Stock Plan become payable over a three year vesting period. Under the ESPP, RSUs are granted in the form of matched share awards and become payable at the end of a one year vesting period. Each RSU, if vested, represents the right to receive one share of Company common stock. RSUs generally do not have a strike price and are included in the Company’s shares outstanding.
The following table presents a summary of Performance Units and Restricted Stock Units activity:
Performance Units (1) | Restricted Stock Units | ||||||||||
| Outstanding as of December 31, 2024 | 362,462 | 394,399 | |||||||||
| Granted | 131,836 | 116,576 | |||||||||
| Paid | (74,943) | (229,865) | |||||||||
| Forfeited | (10,975) | (10,909) | |||||||||
| Outstanding as of December 31, 2025 | 408,380 | 270,201 | |||||||||
(1)Performance Unit amounts above represent the number of Performance Units to be issued at target performance and do not reflect potential increases or decreases that may result from the performance factor. At December 31, 2025, the performance period for the 2023 – 2025 Performance Units was completed, but the performance factor had not yet been determined. Included in the above table are 172,234 outstanding Performance Units to which the 2023 – 2025 performance factor will be applied.
During 2025, the Company granted 131,836 Performance Units at a weighted average fair value per unit of $193.00.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2022 | Feb 24, 2023 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.