Form 4: RGA EVP CIO Mark Brooks Exercises RSUs

Mark J. Brooks, EVP and CIO of Reinsurance Group of America Inc., reported the exercise of restricted share units and subsequent sale of shares for tax purposes.

Summary

• Mark J. Brooks, EVP and CIO of Reinsurance Group of America Inc. (RGA), reported transactions involving common stock and restricted share units (RSUs).
• On January 15, 2026, 306 Restricted Share Units (March 2025 series) converted into common stock, and 106 shares were subsequently sold at $196.73 to cover tax liabilities.
• Additionally, 309 Restricted Share Units (March 2024 series) converted into common stock, with 107 shares sold at $196.73 for tax purposes.
• These transactions were executed pursuant to a Rule 10b5-1(c) plan, indicating they were pre-scheduled.
• Following these transactions, Mark J. Brooks beneficially owns 402 shares of common stock from the first RSU settlement and 604 shares of common stock from the second RSU settlement, totaling 1006 shares of common stock.
• All derivative securities (RSUs) related to these specific transactions are now fully settled, with 0 units beneficially owned.

Sentiment

Score: 6

Explanation: The filing reports routine executive compensation transactions (RSU exercises and tax-related sales) under a pre-arranged plan. While there's a sale of shares, it's for tax purposes, which is common and not indicative of a negative sentiment towards the company. The executive continues to hold a significant number of shares.

Positives

• The executive is exercising vested restricted share units, indicating the realization of previously granted equity compensation.
• The transactions were conducted under a Rule 10b5-1(c) plan, suggesting pre-planned and automated transactions, which can reduce concerns about insider trading.

Negatives

• A portion of the acquired shares was immediately sold to cover tax liabilities, which is a common practice but results in a reduction of direct share ownership.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: Minor dilution from RSU settlement, but overall impact is negligible as it's part of routine executive compensation.
• Employees: Reflects standard executive compensation practices, which can be a positive for employee morale regarding equity incentives.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation activities, specifically the exercise of restricted stock units and the subsequent sale of a portion of those shares to cover tax liabilities, all under a pre-arranged 10b5-1 plan. Such transactions are standard and do not typically signal a change in the company's fundamental outlook or the executive's confidence. Therefore, the filing itself does not provide new information that would warrant a change in an investor's existing position; a 'hold' recommendation is appropriate based solely on this filing.

Keywords

Reinsurance Group of America, RGA, Form 4, Insider Trading, Executive Compensation, Restricted Share Units, RSU, Stock Transaction, Mark J. Brooks, EVP CIO