REINSURANCE GROUP OF AMERICA INC

Reinsurance Group of America, Incorporated is a leading global provider of traditional life and health, and asset-intensive reinsurance, with operations in the U.S., Latin America, Canada, Europe, the Middle East, Africa, Asia and Australia. The Company believes it is the largest global life and health reinsurer in the world based on 2024 life and health reinsurance revenues. The Company believes life and health insurance companies will continue to partner with reinsurance companies to manage risk, achieve new growth, assist with capital efficiency, develop solutions across the value chain and to help navigate through changes in regulatory and accounting standards. The Company also believes that the following trends in the life and health insurance industry will continue to create demand for both traditional reinsurance and financial solutions: cession rates in North America have continued to increase following a period of decline; the aging population in North America and elsewhere, and the growth in the emerging global middle class, are increasing demand for protection products and for retirement, senior protection, and savings products; regulatory, accounting, and economic changes across the globe are creating opportunities for reinsurance and innovative capital solutions; and there are fewer competitors in the traditional life reinsurance industry as a result of consolidations in the industry.

The Company competes globally with other reinsurance companies, traditional insurance providers, private equity firms and other financial services companies. The Company believes it is the largest global life and health reinsurer in the world based on 2024 life and health reinsurance revenues. The Company competes based on the strength of its underwriting operations, insights on mortality trends, its ability to efficiently execute transactions, its client relationships and its responsive service. The Company believes its quick response time to client requests for individual underwriting quotes, its underwriting expertise and its ability to structure solutions to meet clients’ needs are important elements to its strategy and lead to other business opportunities with its clients. The Company provides reinsurance solutions primarily to the largest life insurance companies in the world. In 2025, excluding premiums from single premium pension risk transfer transactions, the Company’s five largest clients generated approximately $3.9 billion or 21% of the Company’s gross premiums and other revenues. In addition, 36 other clients each generated annual gross premiums and other revenues of $100 million or more, and the aggregate gross premiums and other revenues from these clients represented approximately 46% of the Company’s gross premiums and other revenues. No individual client generated 10% or more of the Company’s total gross premiums and other revenues.

The Company is an insurance holding company that obtains substantially all of its revenues through reinsurance agreements that cover a portfolio of life and health insurance products, including term life, credit life, universal life, whole life, group life and health, joint and last survivor insurance, critical illness, disability, longevity as well as asset-intensive (e.g., annuities), financial reinsurance and other capital motivated solutions. The Company derives revenues primarily from renewal premiums from existing reinsurance treaties, new business premiums from existing or new reinsurance treaties, fee income from financial solutions business and income earned on invested assets. The Company has the following geographic-based and business-based operational segments: U.S. and Latin America; Canada; Europe, Middle East and Africa (EMEA); Asia Pacific; and Corporate and Other. Geographic-based operations are further segmented into traditional and financial solutions businesses.

The U.S. and Latin America Traditional segment provides individual and group life and health reinsurance, including long-term care, to domestic clients for a variety of products through yearly renewable term agreements, coinsurance, and modified coinsurance. The U.S. and Latin America Financial Solutions segment includes asset-intensive transactions, financial reinsurance, a funding agreement backed note program and other capital motivated solutions. The Canada Traditional segment is primarily engaged in individual life reinsurance, and to a lesser extent creditor, group life and health, critical illness and disability reinsurance, through yearly renewable term and coinsurance agreements. The Canada Financial Solutions segment primarily concentrates on the investment and longevity risk within underlying annuities and other investment oriented products. The EMEA Traditional segment includes individual and group life and health, critical illness, disability and underwritten annuities. The EMEA Financial Solutions segment includes longevity, asset-intensive and financial reinsurance. The Asia Pacific Traditional segment includes individual and group life and health, critical illness, disability and superannuation. The Asia Pacific Financial Solutions segment includes financial reinsurance, asset-intensive and certain disability, and life and health blocks that contain material investment risks.

The Company’s long-term profitability largely depends on the volume and amount of death- and health-related claims incurred and the ability to adequately price the risks it assumes. For longevity business, the Company’s profitability depends on the lifespan of the underlying contract holders and the investment performance for certain contracts. Additionally, the Company generates profits on investment spreads associated with the reinsurance of investment type contracts and generates fees from financial reinsurance transactions, which are typically shorter duration than its traditional life reinsurance business. The Company’s Traditional reinsurance business involves reinsuring life insurance policies that are often in force for the remaining lifetime of the underlying individuals insured, with premiums earned typically over a period of 10 to 30 years or longer. To a lesser extent, the Company also reinsures certain health business, typically, for one to three years. The Company’s Financial Solutions business, including significant asset-intensive and longevity risk transactions, allows its clients to take advantage of growth opportunities and manage their capital, longevity and investment risk.

On July 31, 2025, the Company executed reinsurance contracts with subsidiaries of Equitable Holdings, Inc., pursuant to which the Company’s U.S. Financial Solutions segment assumed a 75% quota share of Equitable Holdings’ 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. This transaction increased income before income taxes by $68 million. In addition, pursuant to these agreements, Equitable Holdings recaptured risks previously assumed by the Company’s U.S. Traditional segment resulting in a gain of $21 million recognized in the current period. During the year ended December 31, 2025, the Company repurchased 673,114 shares of common stock under its share repurchase program. On January 23, 2024, the Company’s board of directors authorized a share repurchase program for up to $500 million of RGA’s outstanding common stock. As of December 31, 2025, the aggregate amount remaining under the Company’s share repurchase authorization was $375 million. On January 29, 2026, the board of directors authorized a share repurchase program for up to $500 million of RGA’s outstanding common stock.

Total revenues for the year ended December 31, 2025 were $23.698 billion ¹, compared to $22.107 billion ² for the year ended December 31, 2024. Net income for 2025 was $1.189 billion ³, compared to $724 million ⁴ for 2024. Diluted earnings per share were $17.69 ⁵ for 2025, compared to $10.73 ⁶ for 2024. The increase in net income was primarily the result of the execution of reinsurance contracts with subsidiaries of Equitable Holdings, Inc., strong growth in the Company’s Traditional business in Asia and Financial Solutions business in the U.K., an increase in investment income due to an increase in invested assets and higher yields, and a decrease in investment related losses. Income before income taxes was $1.540 billion ⁷ for 2025, compared to $980 million ⁸ for 2024. Adjusted operating income before income taxes was $1.967 billion ⁹ for 2025, compared to $1.752 billion ¹⁰ for 2024.

The Company believes that the following trends in the life and health insurance industry will continue to create demand for both traditional reinsurance and financial solutions: cession rates in North America have continued to increase following a period of decline, due to strong recurring production coupled with in force opportunities and an aging population, which increases the need for living benefit morbidity products; cession rates in the Company’s international markets are expected to continue increasing as middle-class growth and wealth creation drive additional insurance growth; the aging population in North America and elsewhere, and the growth in the emerging global middle class, are increasing demand for protection products and for retirement, senior protection, and savings products for an aging population who are concerned about protecting their peak income and are considering retirement and estate planning; this trend is likely to result in continuing demand for annuity products and life insurance policies, larger face amounts of life insurance policies and higher mortality and longevity risk taken by life insurers, all of which should fuel the need for insurers to seek reinsurance coverage; additionally, in many countries, companies are increasingly interested in reducing their exposure to longevity risk related to employee retirement plans, resulting in a growing demand for pension risk transfer solutions; regulatory, accounting, and economic changes across the globe are creating opportunities for reinsurance and innovative capital solutions to manage risk-based capital by shifting mortality and other risks to reinsurers, thereby reducing amounts of reserves and capital that life and health insurance companies need to maintain, release capital to pursue new business initiatives, unlock the capital supporting, and value embedded in, non-core product lines, and exit certain lines of business; and there are fewer competitors in the traditional life reinsurance industry as a result of consolidations in the industry, which the Company believes will result in business opportunities for the remaining life reinsurers, particularly those with a significant market presence and strong ratings.

The Company continues to lead with expertise and innovation by prioritizing speed, impact, scale and sustainability, which enables it to deliver on its purpose to make financial protection accessible to all. The Company is well positioned to meet its clients’ needs through the following initiatives: leading with expertise and innovation by combining product development, innovation and new reinsurance structures to open or expand markets and relationships with clients, leveraging underwriting, data, analytics and digital expertise to grow markets, and delivering unique insights to gain competitive advantage and leverage thought leadership to drive growth; succeeding together by broadening and deepening global, regional, and local client relationships to be the preferred reinsurance partner, fostering third-party partnerships to accelerate innovation, capabilities and access to efficient capital, and strengthening leadership in industry organizations to actively promote and advance industry purpose; prioritizing agility, impact and scale by prioritizing high-growth, capability-driven opportunities that best fit risk appetites, prioritizing opportunities that recognize competitive differentiators and value proposition, and capitalizing on operating model to increase local markets responsiveness and agility; and building for future generations by pursuing a balanced approach to in force management, portfolio optimization and new business generation, fostering an engaging and inclusive culture to attract and retain diverse, world-class talent, and behaving as a responsible global citizen by taking action to address social and environmental issues.

The Company uses best estimate assumptions for future cash flows for its long-duration insurance business, and the impact of assumption updates is reflected as liability remeasurement gains or losses in the income statement based on treaty issue-year cohorts. During the third quarter of 2025, the Company completed its annual assumptions review resulting in a pre-tax loss of $149 million ¹¹, primarily due to updated mortality assumptions in the U.K. During the third quarter of 2024, the Company completed its annual assumptions review resulting in a pre-tax loss of $194 million ¹², which was comprised of a $219 million loss related to long-duration business and a $25 million gain on other business, and was the result of the Company increasing its retention limit from $8 million to $30 million resulting in a pre-tax loss of $136 million, and updated mortality and lapse assumptions resulting in a pre-tax loss of $58 million. The Company expects that actual versus expected experience variances in the Company’s capped and floored cohorts and assumption updates in the Company’s capped cohorts are expected to create more income statement volatility than the Company’s uncapped cohorts.

The Company’s business is highly dependent upon the effective operation of its information security systems. The Company maintains a cybersecurity program designed to identify, assess, manage, mitigate, and respond to cybersecurity threats. The underlying controls of the cybersecurity program are based on recognized practices and standards for cybersecurity and information technology and is aligned with the National Institute of Standards and Technology (NIST) Cybersecurity Framework and the International Organization Standardization (ISO) 27001 Information Security Management System Requirements. RGA periodically engages a third party to perform an assessment of the Company’s cybersecurity risk management program against the NIST Cybersecurity Framework. The Company utilizes third-party partners, including leading national and international companies specializing in cybersecurity and software development, to supplement its security operations team to provide monitoring of its global cybersecurity environment and to coordinate the investigation and remediation of alerts.

The Company’s board of directors has the authority, without action or vote of the shareholders, to issue any or all authorized but unissued shares of our common stock, including securities convertible into, or exchangeable for, our common stock and authorized but unissued shares under our equity compensation plans. On January 23, 2024, the Company’s board of directors authorized a share repurchase program for up to $500 million ¹³ of RGA’s outstanding common stock. As of December 31, 2025, the aggregate amount remaining under the Company’s share repurchase authorization was $375 million ¹⁴. On January 29, 2026, the board of directors authorized a share repurchase program for up to $500 million ¹⁵ of RGA’s outstanding common stock. The Company’s ability to pay principal and interest on any debt securities or dividends on any preferred or common stock depends, in part, on the ability of its insurance subsidiaries to declare and distribute dividends or advance money to RGA. Missouri law, applicable to certain subsidiaries, permits the payment of dividends or distributions by each company, that together with dividends or distributions paid during the preceding twelve months by that company do not exceed the greater of (i) 10% of the insurer’s statutory capital and surplus as of the preceding December 31, or (ii) the insurer’s statutory net gain from operations for the preceding calendar year.

Weak conditions in global capital markets and the economy, as well as inflation, may materially adversely affect the Company’s business and results of operations. A general economic downturn or a downturn in the capital markets could adversely affect the market for many life insurance and annuity products. An economic downturn may yield higher unemployment and lower family income, corporate earnings, business investment and consumer spending, and could result in decreased demand for life insurance and annuity products. Increased economic uncertainty and increased unemployment resulting from a recession or negative economic conditions may result in policyholders seeking sources of liquidity and withdrawing from, or cancelling, their policies at rates greater than expected. Inflationary conditions could affect the Company’s business in several ways, including in its group life and disability businesses, premiums and claims costs may increase as compensation levels increase, and during inflationary periods with elevated interest rates, the value of fixed income investments falls which could increase realized and unrealized losses, resulting in additional deferred tax assets that may not be realizable. Inflation may also increase the Company’s compensation expenses and other costs, potentially putting pressure on profitability.

The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions. Tax laws, regulations and administrative practices in various jurisdictions may be subject to significant change, with or without notice, due to economic, political and other conditions. Changes in U.S. tax laws could have a material adverse effect on the Company’s business. If the U.S. Internal Revenue Code is revised to reduce benefits associated with the tax-deferred status of certain life insurance and annuity products, or increase the tax-deferred status of competing products, all life insurance companies would be adversely affected with respect to their ability to sell such products. Bermuda enacted the Corporate Income Tax of 2023 and the majority of the foreign jurisdictions in which the Company operates enacted a global minimum tax. The Organization for Economic Cooperation and Development (OECD) has developed Model Global Anti-Base Erosion rules under Pillar II legislation, and additional countries in which the Company operates may also enact such legislation. These developments have resulted in increased tax expense and additional tax compliance burdens.

The Company makes assumptions when pricing its business relating to mortality, morbidity, lapsation, investment returns, expenses and other factors, and significant deviations in experience compared to initial expectations could negatively affect financial condition and results of operations. The Company expects mortality, longevity, morbidity and lapse experience to fluctuate somewhat from period to period but believes that they should remain reasonably predictable over a period of many years. The Company regularly reviews its reserves and associated assumptions as well as actual compared to expected experience as part of its ongoing assessment of business performance and risks. If the Company determines that its reserves are insufficient to cover actual or expected policy and contract benefits and claims as a result of changes in experience, assumptions or otherwise, it would be required to increase its reserves and incur charges in the period in which assumptions are updated. The impacts of assumption updates and variances from expected experience are reflected as future policy benefits remeasurement gains or losses, and may result in income statement volatility. During the third quarter of 2025, the Company completed its annual assumptions review resulting in a pre-tax loss of $149 million ¹⁶, primarily due to updated mortality assumptions in the U.K. During the third quarter of 2024, the Company completed its annual assumptions review resulting in a pre-tax loss of $194 million ¹⁷, which was the result of the Company increasing its retention limit from $8 million to $30 million resulting in a pre-tax loss of $136 million, and updated mortality and lapse assumptions resulting in a pre-tax loss of $58 million. A downgrade in the Company’s ratings or in the ratings of its insurance subsidiaries could adversely affect its ability to compete. The Company’s insurer financial strength ratings and RGA’s senior debt ratings as of the date of this filing are listed in the table below for each rating agency that meets with the Company’s management on a regular basis. As of the date of this filing, the Standard & Poor’s and A.M. Best Company ratings listed below are on stable outlook, and the Moody’s Ratings ratings listed below are on negative outlook. The availability and cost of collateral, including letters of credit, asset trusts and other credit facilities, as well as regulatory changes relating to the use of captive insurance companies, could adversely affect the Company’s business, financial condition or results of operations. Based on the assumed growth rate in the Company’s current business plan and the increased level of regulatory reserves associated with some of this business, the Company expects the amount of its required regulatory reserves and its need to finance these reserves may continue to grow.

Management’s discussion and analysis of financial condition and results of operations emphasizes that the Company is among the leading global providers of life reinsurance and financial solutions, with $4.3 trillion of life reinsurance in force and assets of $156.6 billion as of December 31, 2025. Management highlights that the Company believes it is the largest global life and health reinsurer in the world based on 2024 life and health reinsurance revenues. Management discusses the execution of reinsurance contracts with subsidiaries of Equitable Holdings, Inc. on July 31, 2025, which increased income before income taxes by $68 million ¹⁸. Management notes that during the third quarter of 2025, the Company completed its annual assumptions review resulting in a pre-tax loss of $149 million ¹⁹, primarily due to updated mortality assumptions in the U.K. Management states that the Company continues to lead with expertise and innovation by prioritizing speed, impact, scale and sustainability, which enables it to deliver on its purpose to make financial protection accessible to all. Management’s strategic priorities include leading with expertise and innovation, succeeding together, prioritizing agility, impact and scale, and building for future generations.