| Item 7.01 | Regulation FD Disclosure. |
On February 24, 2025, Reinsurance Group of America, Incorporated (the “Company”) issued a press release (the “Press Release”) announcing that RGA Reinsurance Company (“RGA Re”), a subsidiary of the Company, has entered into a Master Transaction Agreement (the “Agreement”) with subsidiaries of Equitable Holdings, Inc. (collectively, the “Counterparty”). Pursuant to the Agreement, at the closing of the transaction contemplated thereby, among other things, RGA Re will enter into coinsurance and modified coinsurance agreements with the Counterparty pursuant to which the Counterparty will cede to RGA Re a 75% quota share of the Counterparty’s in-force individual life insurance liabilities (the “Reinsurance Transaction”), consisting of $32 billion of a diversified mix of life insurance products. The Reinsurance Transaction is expected to close in mid-2025, subject to customary closing conditions including regulatory approvals.
A copy of the Press Release is furnished herewith as Exhibit 99.1. Additionally, a copy of a slide presentation (the “Presentation”) regarding the Reinsurance Transaction, which will be available on the Company’s website at https://investor.rgare.com/news-events/presentations is furnished herewith as Exhibit 99.2. The Company will be hosting a conference call regarding the Reinsurance Transaction on February 24, 2025 at 9:00 a.m. (Eastern Time) utilizing the Presentation as further described in the Press Release.
The information set forth in Item 7.01 of this Current Report on Form 8-K, including the Press Release and the Presentation, is being furnished and shall not be deemed to be “filed”, as described in Instruction B.2 of Form 8-K.
Cautionary Note Regarding Forward-Looking Statements
This Form 8-K 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 the Reinsurance Transaction. 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) adverse changes in mortality (whether related to COVID-19 or otherwise), morbidity, lapsation, or claims experience, (2) inadequate risk analysis and underwriting, (3) adverse capital and credit market conditions and their impact on the Company’s liquidity, access to capital, and cost of capital, (4) changes in the Company’s financial strength and credit ratings and the effect of such changes on the Company’s future results of operations and financial condition, (5) the availability and cost of collateral necessary for regulatory reserves and capital,
