Form 8-K - Current report

REINSURANCE GROUP OF AMERICA,

INCORPORATED

Date: May 30, 2024

/s/ Todd C. Larson

Todd C. Larson

Senior Executive Vice President and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 29, 2024

REINSURANCE GROUP OF AMERICA, INCORPORATED

(Exact Name of Registrant as Specified in its Charter)

Missouri

1-11848

43-1627032

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

16600 Swingley Ridge Road, Chesterfield, Missouri 63017

(Address of Principal Executive Offices, and Zip Code)

Registrant’s telephone number, including area code: (636) 736-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	RGA	New York Stock Exchange
5.75% Fixed-To-Floating Rate Subordinated Debentures due 2056	RZB	New York Stock Exchange
7.125% Fixed-Rate Reset Subordinated Debentures due 2052	RZC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

☐ Emerging growth company

☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 29, 2024, Reinsurance Group of America, Incorporated (the “Company”) announced the pending retirement of Todd Larson, Senior Executive Vice President and Chief Financial Officer. Mr. Larson will step down from the role of Chief Financial Officer effective on or about August 5, 2024 and will remain employed by the Company until December 31, 2024, serving as Special Advisor to Tony Cheng, the Company’s President and Chief Executive Officer. In connection with Mr. Larson’s transition to retirement, the Company plans to appoint Axel André as Executive Vice President, Finance on or about June 24, 2024. The Company expects to name Mr. André as Chief Financial Officer on or about August 5, 2024, when Mr. Larson steps down from that role.

Axel André, 48, served as Executive Vice President and Chief Financial Officer of American Equity Investment Life Holding Company from September 2021 until May 2024. He was Executive Vice President and Chief Financial Officer of Jackson Financial Inc. from February 2020 until February 2021. Mr. André served in various roles at AIG Life & Retirement (now Corebridge Financial) from 2013 until 2020 and was previously Managing Director, Global Insurance Strategies at Goldman, Sachs & Co. He received a M.Sci from Imperial College (University of London) and a PhD in Physics from Harvard University.

Item 7.01 Regulation FD Disclosure.

In a press release dated May 29, 2024, a copy of which is attached to this Current Report as Exhibit 99.1, and the text of which is incorporated by reference herein, the Company announced the organizational changes described in the first paragraph of this Current Report.

The information in this Item 7.01 and the contents of Exhibit 99.1 will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following documents are filed as exhibits to this report:


99.1		Press Release, dated May 29, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

LOGO

Axel André joins RGA to succeed Todd Larson as Chief Financial Officer

ST. LOUIS, May 29, 2024 – Reinsurance Group of America, Incorporated (NYSE: RGA) announced today that Axel André will join the company as Executive Vice President on June 24, 2024. Following a brief transition period, effective August 5, the company expects to name André Chief Financial Officer (CFO), the role currently held by Todd Larson. Larson will transition into the role of Special Advisor to the CEO and will serve in that capacity until his retirement on December 31, 2024.

“In his nearly 30 years with RGA, Todd has steadily raised the bar for RGA’s financial and capital management function,” said Tony Cheng, President and Chief Executive Officer, RGA. “He has built and led a talented and diverse financial team, and as a company, we have only grown stronger under Todd’s financial leadership. Todd’s wealth of industry and capital markets experience has established a firm foundation for RGA’s capital management moving forward.”

André joins RGA from American Equity Investment Life Insurance Company (AEL), where he served as their Executive Vice President and CFO since 2021. Prior to AEL, he was Executive Vice President and CFO at Jackson National Life Insurance. Before that, André spent seven years at American International Group, Inc. (AIG), most recently serving as the CFO for their Individual Retirement business.

“We are thrilled to welcome Axel to RGA,” said Cheng. “His strong track record, coupled with his experience in the life insurance industry, reinforces our confidence in his ability to guide our strategic initiatives. Axel’s leadership qualities and deep insurance knowledge are aligned with our commitment to excellence and growth, and we are confident that his contributions will be instrumental as we continue to evolve and achieve new successes.”

About RGA

Reinsurance Group of America, Incorporated (NYSE: RGA) is a global industry leader specializing in life and health reinsurance and financial solutions that help clients effectively manage risk and optimize capital. Founded in 1973, RGA is today one of the world’s largest and most respected reinsurers and remains guided by a powerful purpose: to make financial protection accessible to all. As a global capabilities and solutions leader, RGA empowers partners through bold innovation, relentless execution, and dedicated client focus — all directed toward creating sustainable long-term value. RGA has approximately $3.7 trillion of life reinsurance in force and assets of $106.0 billion as of March 31, 2024. To learn more about RGA and its businesses, please visit rgare.com or follow RGA on LinkedIn and Facebook. Investors can learn more at investor.rgare.com.

###

FOR MORE INFORMATION:

Lynn Phillips

Vice President, Corporate Communications

636-736-2351

lphillips@rgare.com

Lizzie Curry

Executive Director, Public Relations

636-736-8521

lizzie.curry@rgare.com

Jeff Hopson

Senior Vice President, Investor Relations

636-736-2068

jhopson@rgare.com

Document and Entity Information	May 29, 2024
Document And Entity Information [Line Items]
Entity Registrant Name	REINSURANCE GROUP OF AMERICA INC
Amendment Flag	false
Entity Central Index Key	0000898174
Document Type	8-K
Document Period End Date	May 29, 2024
Entity Incorporation State Country Code	MO
Entity File Number	1-11848
Entity Tax Identification Number	43-1627032
Entity Address, Address Line One	16600 Swingley Ridge Road
Entity Address, City or Town	Chesterfield
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	63017
City Area Code	(636)
Local Phone Number	736-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock Outstanding [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, par value $0.01
Trading Symbol	RGA
Security Exchange Name	NYSE
M 5.75 Fixed To Floating Rate Subordinated Debentures Due 2056 [Member]
Document And Entity Information [Line Items]
Security 12b Title	5.75% Fixed-To-Floating Rate Subordinated Debentures due 2056
Trading Symbol	RZB
Security Exchange Name	NYSE
M 7.125 Fixed Rate Reset Subordinated Debentures Due 2052 [Member]
Document And Entity Information [Line Items]
Security 12b Title	7.125% Fixed-Rate Reset Subordinated Debentures due 2052
Trading Symbol	RZC
Security Exchange Name	NYSE