8-K
REINSURANCE GROUP OF AMERICA INC (RGA)
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): March 19, 2026
REINSURANCE GROUP OF AMERICA, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
| Missouri | 1-11848 | 43-1627032 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 16600 Swingley Ridge Road, Chesterfield, Missouri 63017 | ||
| --- | ||
| (Address of Principal Executive Offices, and Zip Code)<br> <br><br> <br>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 (see General Instruction A.2. below):
| ☐ | 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<br>Symbol(s) | Name of each exchange<br>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 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 March 19, 2026, the Board of Directors (the “Board”) of Reinsurance Group of America, Incorporated (the “Company”) appointed Peter Babej to the Board, effective April 1, 2026, for a term of office ending at the 2026 annual meeting of shareholders, or until his successor is duly elected and qualified. The addition of Mr. Babej increases the size of the Board to twelve directors.
Mr. Babej, 62, is a former member of the Executive Management Team of Citigroup. During his time with Citigroup, his roles included CEO of Citi Asia, Chairman and Interim Head of Banking, and Global Head of Financial Institutions. Prior to his roles with Citigroup, Mr. Babej held senior positions at Deutsche Bank and Lazard Frères & Co. LLC.
The Company is not aware of any transactions, proposed transactions, or series of either to which the Company or any of its subsidiaries was or is to be a participant since December 31, 2022, in which the amount involved exceeds $120,000 and in which Mr. Babej had, or will have, a direct or indirect material interest.
There are no arrangements or understandings between Mr. Babej and any other person pursuant to which he was appointed as a director. Mr. Babej will participate in the non-employee director compensation arrangements established by the Company for non-employee directors, as described under “Board of Directors – Director Compensation” in the Company’s proxy statement dated April 10, 2025 for its 2025 annual meeting of shareholders. Mr. Babej has not yet been named to any committees of the Board.
| Item 7.01 | Regulation FD Disclosure. |
|---|
The Company issued a press release (the “Press Release”) announcing the appointment of Mr. Babej to the Board, a copy of which is furnished with this report as Exhibit 99.1. The information set forth in this Item 7.01, including the Press Release, is being furnished and shall not be deemed to be “filed”, as described in Instruction B.2 of Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits. The following documents are filed as exhibits to this report:
| 99.1 | Press Release of Reinsurance Group of America, Incorporated dated March 19, 2026 |
|---|---|
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) to the exhibit index |
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.
| REINSURANCE GROUP OF AMERICA, INCORPORATED | ||
|---|---|---|
| Date: March 19, 2026 | By: | /s/ Axel André |
| Axel André | ||
| Executive Vice President and Chief Financial Officer |
EX-99.1
Exhibit 99.1
Reinsurance Group of America Names New Member to Board of Directors
ST. LOUIS, March 19, 2026 - Reinsurance Group of America, Incorporated (NYSE: RGA), a leading global life and health reinsurer, announced today that Peter Babej has been appointed to the company’s Board of Directors, effective April 1, 2026.
“Peter brings deep global financial services expertise and a proven record of leadership across complex institutions and markets,” said Tony Cheng, President and Chief Executive Officer, RGA. “His experience advising and leading financial institutions through periods of transformation, combined with his extensive knowledge of insurance, capital markets, and Asia-Pacific operations, will be a great resource as RGA advances its long-term strategy and pursues opportunities worldwide.”
“With more than three decades of experience at the intersection of banking, insurance, and financial advisory, Peter offers a global perspective that will further strengthen our Board,” said Stephen O’Hearn, Chair of the Board of Directors, RGA. “He has successfully led organizations through significant strategic initiatives; we are delighted to welcome him to RGA and look forward to benefiting from his insights and counsel.”
Most recently, Mr. Babej served as Chairman and Interim Head of Banking at Citigroup before retiring in 2024. Prior to that role, he was Chief Executive Officer of Citi Asia Pacific, where he led operations across multiple markets and oversaw a workforce of approximately 70,000 employees. During his tenure, he guided the organization through complex strategic initiatives, including the expansion of institutional and wealth management capabilities across the region.
Mr. Babej previously served as Citi’s Global Head of Financial Institutions. Prior to Citi, he held senior roles at Deutsche Bank and Lazard. Throughout his career, Mr. Babej has advised on landmark mergers, acquisitions, and capital markets transactions, with a particular focus on clients across financial services, insurance, and reinsurance.
Mr. Babej holds a B.A. (summa cum laude) from Princeton University’s School of Public and International Affairs, as well as a J.D. and Ph.D. from Harvard University.
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 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 $4.3 trillion of life reinsurance in force and total assets of $156.6 billion as of December 31, 2025. 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.
Lynn Phillips
Senior Vice President, Enterprise Marketing & Communications
636-736-2351
lphillips@rgare.com
Lizzie Curry
Executive Director, Public Relations
636-736-8521
lizzie.curry@rgare.com