RZA Reinsurance Group of America Incorporated

On June 9, 2020, Reinsurance Group of America, Incorporated (the “Company”) completed the offering of $600 million aggregate principal amount of its 3.150% Senior Notes due 2030 (the “Senior Notes”). The Senior Notes were issued pursuant to an Indenture (the “Base Indenture”), dated as of August 21, 2012, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a Sixth Supplemental Indenture, dated as of June 9, 2020 (the “Supplemental Indenture” and, together with the Base Indenture as so supplemented, the “Indenture”). The Senior Notes are unsecured and unsubordinated obligations of the Company and rank equally with all of the Company’s existing and future unsecured and unsubordinated indebtedness from time to time outstanding.

The Senior Notes bear interest at the rate of 3.150% per year. Interest on the Senior Notes is payable semiannually in arrears on June 15 and December 15 of each year, commencing December 15, 2020. The Senior Notes will mature on June 15, 2030.

The Company may redeem the Senior Notes, in whole or in part, at any time or from time to time prior to March 15, 2030 (the date which is three months prior to final maturity of the Senior Notes), at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption, plus a “make-whole” premium. Additionally, the Company may redeem the Senior Notes, in whole or in part, at any time or from time to time on or after March 15, 2030 (the date which is three months prior to final maturity of the Senior Notes), at a redemption price equal to 100% of the principal amount of the Senior Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption.

The Indenture contains covenants that, among other things, restrict the Company’s ability to incur indebtedness secured by a lien on the voting stock of any restricted subsidiary, limit the Company’s ability to issue or otherwise dispose of shares of capital stock of any restricted subsidiary and limit the Company’s ability to consolidate with or merge into, or transfer substantially all of its assets to, another corporation, subject in each case to important exceptions, as specified in the Indenture.

The Indenture contains customary event of default provisions, including an acceleration of the maturity of any indebtedness of the Company, in excess of $175 million, if such failure to pay is not discharged or such acceleration is not annulled within 15 days after due notice. This amount is identical to the threshold amount of $175 million contained in the comparable cross-acceleration provisions relating to the Company’s 3.90% Senior Notes due 2029 (the “2029 Notes”) and higher than the threshold amounts of $120 million contained in the comparable cross-acceleration provisions relating to the Company’s 3.95% Senior Notes due 2026 (the “2026 Notes”) and $100 million contained in the comparable cross-acceleration provisions relating to the Company’s 5.00% Senior Notes due 2021 (the “2021 Notes”) and the Company’s 4.70% Senior Notes due 2023 (the “2023 Notes”). As a result, holders of the Senior Notes may not have a cross-acceleration right and remedy when holders of the 2021 Notes, 2023 Notes and 2026 Notes do.

The public offering price of the Senior Notes was 99.472% of the principal amount. The Company received net proceeds (before expenses) of approximately $593 million.

Additional Information

The Company anticipates using the proceeds from the offering of the Senior Notes to repay upon maturity the Company’s $400 million 5.00% senior notes that mature on June 1, 2021, and the remainder for general corporate purposes.

The Senior Notes were offered and sold pursuant to the Company’s automatic shelf registration statement on Form S-3 (Registration Statement No. 333-238511) under the Securities Act of 1933, as amended, which became effective upon filing with the Securities and Exchange Commission (the “SEC”) on May 20, 2020. The Company has filed with the SEC a prospectus supplement, dated June 4, 2020, together with the accompanying prospectus, dated May 20, 2020, relating to the offering and sale of the Senior Notes.

The foregoing description of the Base Indenture, the Supplemental Indenture and the Senior Notes does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, which are attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference.

The Trustee is the Indenture trustee and will be the principal paying agent and registrar for the Senior Notes. The Company has entered, and from time to time may continue to enter, into banking or other relationships with the Trustee or its affiliates. For example, the Trustee or an affiliate (i) is successor trustee of the indentures relating to the 2021 Notes and the Company’s existing Variable Rate Junior Subordinated Debenture due 2065, (ii) is trustee of the indentures relating to the 2023 Notes, the 2026 Notes, the 2029 Notes, the Company’s existing 6.20% Fixed-to-Floating Rate Subordinated Debentures due 2042 and the Company’s existing 5.75% Fixed-to-Floating Rate Subordinated Debentures due 2056 and (iii) provides other banking and financial services to the Company.

In connection with the offering of the Senior Notes, the Company is filing this Current Report on Form 8-K to add the following exhibits to the Company’s Registration Statement on Form S-3 (Registration Statement No. 333-238511). The opinion of the Company’s counsel as to the binding nature of the Senior Notes is attached hereto as Exhibit 5.1.