$400M RGA (NYSE: RGA) 5.75% subordinated debentures set for redemption
Rhea-AI Filing Summary
Reinsurance Group of America plans to redeem all of its outstanding 5.75% Fixed-to-Floating Rate Subordinated Debentures due 2056. The company will redeem the full $400 million aggregate principal amount on June 15, 2026 at 100% of principal plus accrued and unpaid interest to, but excluding, the redemption date.
The debentures trade on the NYSE under the symbol RZB, and interest will stop accruing on the redeemed securities as of the redemption date. RGA describes itself as a global life and health reinsurer with approximately $4.3 trillion of life reinsurance in force and $156.6 billion in total assets as of December 31, 2025.
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Insights
RGA plans to retire $400M of 5.75% sub debt at par, modestly simplifying its capital stack.
Reinsurance Group of America will redeem all 5.75% Fixed-to-Floating Rate Subordinated Debentures due 2056, totaling $400 million in principal. The redemption on June 15, 2026 occurs at 100% of principal plus accrued interest, fully retiring this NYSE-listed issue (RZB).
The transaction removes a 5.75% subordinated layer from RGA’s liability structure. While the filing does not detail replacement funding, the decision fits a very large balance sheet with $156.6 billion of total assets as of December 31, 2025. Overall impact appears incremental rather than transformative.
8-K Event Classification
Key Figures
Key Terms
Fixed-to-Floating Rate Subordinated Debentures financial
notice of redemption financial
indenture financial
life reinsurance in force financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On May 1, 2026, Reinsurance Group of America, Incorporated (the “Company”) issued a press release announcing that a notice of redemption will be issued to the holders of all of the Company’s outstanding $400 million aggregate principal amount 5.75% Fixed-to-Floating Rate Subordinated Debentures due 2056 (the “2056 Debentures”) in accordance with the terms of the indenture governing the 2056 Debentures. The 2056 Debentures are listed on the New York Stock Exchange under the symbol “RZB.”
The 2056 Debentures will be redeemed in full on June 15, 2026 (the “Redemption Date”), at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest thereon, to, but excluding, the Redemption Date. As of the Redemption Date, interest on the redeemed 2056 Debentures will cease to accrue. The notice of redemption will be delivered to holders of the 2056 Debentures at the Company’s direction by The Bank of New York Mellon Trust Company, N.A., as trustee, located at 240 Greenwich St., New York, NY 10286.
A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in Item 8.01 of this Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1, is provided for informational purposes only and does not constitute a notice of redemption of any security of the Company, including the 2056 Debentures.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following documents are filed as exhibits to this report:
| Exhibit No. |
Exhibit | |
| 99.1 | Press Release, dated May 1, 2026. | |
| 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.
| REINSURANCE GROUP OF AMERICA, INCORPORATED | ||||||
| Date: May 1, 2026 | By: | /s/ Axel André | ||||
| Axel André | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
| Reinsurance Group of America, Incorporated 16600 Swingley Ridge Road, Chesterfield, Missouri 63017 |
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FOR IMMEDIATE RELEASE
REINSURANCE GROUP OF AMERICA
ANNOUNCES REDEMPTION OF ALL OF ITS OUTSTANDING 5.75% FIXED-TO-
FLOATING RATE SUBORDINATED DEBENTURES DUE 2056
ST. LOUIS, May 1, 2026 – Reinsurance Group of America, Incorporated (NYSE: RGA) (the “Company”) announced today that a notice of redemption will be issued to the holders of all of its outstanding $400 million aggregate principal amount 5.75% Fixed-to-Floating Rate Subordinated Debentures due 2056 (CUSIP No. 759351 802 and ISIN US7593518027) (the “2056 Debentures”) in accordance with the terms of the indenture governing the 2056 Debentures. The 2056 Debentures are listed on the New York Stock Exchange under the symbol “RZB.”
The 2056 Debentures will be redeemed in full on June 15, 2026 (the “Redemption Date”), at a redemption price equal to 100% of the outstanding principal amount thereof, plus accrued and unpaid interest thereon, to, but excluding, the Redemption Date. As of the Redemption Date, interest on the redeemed 2056 Debentures will cease to accrue. The notice of redemption will be delivered to holders of the 2056 Debentures at the Company’s direction by The Bank of New York Mellon Trust Company, N.A., as trustee, located at 240 Greenwich St., New York, NY 10286 (the “Trustee”).
This press release shall not constitute a notice of redemption of any security of the Company, including the 2056 Debentures. The terms and conditions of the redemption of the 2056 Debentures will be set forth in the notice of redemption distributed to holders of the 2056 Debentures and by the Trustee under the indenture governing the 2056 Debentures.
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.
Cautionary Note Regarding Forward-Looking Statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and federal securities laws including, among others, statements relating to projections of the future operations, strategies, earnings, revenues, income or loss, ratios, financial performance and growth potential of the Company. Forward-looking statements often contain words and phrases such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “if,” “intend,” “likely,” “may,” “plan,” “potential,” “pro forma,” “project,” “should,” “will,” “would,” and other words and terms of similar meaning or that are otherwise tied to future periods or future performance, in each case in all derivative forms. Forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effects on the Company. Forward-looking statements are not a guarantee of future performance and are subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results, performance, and achievements could differ materially from those set forth in, contemplated by or underlying the forward-looking statements.
Factors that could also cause results or events to differ, possibly materially, from those expressed or implied by forward-looking statements, include, among others: (1) changes in mortality, morbidity, policyholder behavior, claims experience, investment returns, interest rates, expenses and other factors as compared to our pricing assumptions; (2) investment results, whether from changes in economic, capital- and credit-market conditions, asset selection, or otherwise, and their impact on the Company’s investment securities, liquidity, portfolio yields, credit quality, access to capital, cost of capital, and amount of capital required for regulatory and contractual purposes; (3) changes in the Company’s financial strength and credit ratings and the effect of such changes on the Company; (4) the availability, amount, cost, and market value of collateral necessary for regulatory reserves, capital, and client obligations; (5) changes in laws and regulations, tax policy and rates, accounting standards, and privacy, data security and cybersecurity regulations applicable to the Company and actions by regulators with authority over the Company’s operations, as well as regulatory restrictions on the ability of Company subsidiaries to pay dividends to the Company; (6) the impact of general economic conditions in the U.S. and globally, including as a result of inflation, interest rate levels, geopolitical instability, and impacts from the imposition of, or changes in tariffs, as well as the stability of and actions by governments, central banks, and economies in jurisdictions where the Company operates, affecting interest rates, markets generally, or the demand for insurance and reinsurance; (7) the stability and financial performance of clients, reinsurers, third-party investment managers and other institutions and the effects of the Company’s dependence on such third parties; (8) the effectiveness of the Company’s risk management strategy, policy, and procedures, whether relating to reinsurance, investment strategy, operations, or otherwise; (9) the impact of impairments of the value of the Company’s investment securities on the Company’s capital requirements and the fact that the determination of allowances and impairments taken on the Company’s investments is highly subjective; (10) the threat of catastrophic events such as pandemics, epidemics, other major health issues, natural disasters, war, military actions (including conflicts in the Middle East), and terrorism or other acts of violence; (11) competitive factors and competitors’ responses to the Company’s initiatives; (12) development and introduction of new products and distribution opportunities and entry into new lines of business and markets; (13) the impact of the development and adoption of artificial intelligence; (14) the effect of acquisitions and other significant transactions, including risks related to the integration of acquired blocks of business and entities and the Company’s ability to achieve the expected benefits of such transactions, including the transaction entered into with subsidiaries of Equitable Holdings, Inc. on July 31, 2025; (15) interruption or failure of the Company’s telecommunication, information technology, or other operational systems, or the Company’s failure to maintain adequate security to protect the confidentiality or privacy of personal or sensitive data and intellectual property stored on such systems; (16) adverse developments with respect to litigation, arbitration, or regulatory investigations or actions; (17) risks associated with our international operations, including related to fluctuation in foreign currency exchange rates; and (18) other risks and uncertainties described in this document and in the Company’s other filings with the Securities and Exchange Commission (“SEC”).
Forward-looking statements should be evaluated together with the many risks and uncertainties that affect the Company’s business, including those mentioned in this document and described in the periodic reports the Company files with the SEC. These forward-looking statements speak only as of the date on which they are made. The Company does not undertake any obligation to update these forward-looking statements, even though the Company’s situation may change in the future. For a discussion of these risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements, you are advised to see Item 1A - “Risk Factors” in the Company’s 2025 Annual Report on Form 10-K, as may be supplemented by Item 1A - “Risk Factors” in the Company’s subsequent Quarterly Reports on Form 10-Q.
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FOR MORE INFORMATION:
Jeff Hopson
Senior Vice President, Investor Relations
636-736-2068
jhopson@rgare.com