Form 8-K - Current report

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): July 1, 2024

COMMISSION FILE NUMBER: 000-16509

CITIZENS, INC.

(Exact name of registrant as specified in its charter)


Colorado						84-0755371
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)

11815 Alterra Pkwy, Suite 1500, Austin, TX 78758

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number: (512) 837-7100

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:


☐			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:


Class A Common Stock	CIA	New York Stock Exchange
(Title of each class)	(Trading Symbol)	(Name of each exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). ☐

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 July 1, 2024, Citizens, Inc. (the “Company”) announced the planned transition of its Chief Executive Officer role to Jon Stenberg, who has been serving as the Company's President since March 18, 2024. Gerald W. Shields, who has served as the Company’s Chief Executive Officer and Vice Chairman since 2020, will continue as Vice Chairman of the Company's Board of Directors.

As reported by the Company on its Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2024 (the "March 2024 8-K"), there are no arrangements or understandings between Mr. Stenberg and any other persons pursuant to which he was appointed as the Company’s President or Chief Executive Officer. Additionally, there are no family relationships between Mr. Stenberg and any director of the Board, any other executive officer of Citizens, or any person nominated or chosen by Citizens to become a director or executive officer. Mr. Stenberg does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

Mr. Stenberg’s Executive Employment Agreement was summarized in and filed with the March 2024 8-K.

Item 7.01 Regulation FD Disclosure

On July 1, 2024, the Company issued a press release announcing the appointment of Jon Stenberg as the Company’s Chief Executive Officer. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information in this Item 7.01 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall the information be deemed incorporated by reference in any filing with the Securities and Exchange Commission (the "SEC") made by Citizens under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Citizens, Inc. press release, dated July 1 , 2024

104 Inline XBRL for the cover page of this Current Report on Form 8-K

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.

CITIZENS, INC.

By:

/s/ Sheryl Kinlaw

Vice President and Chief Legal Officer

Date: July 8, 2024

Citizens, Inc. President Jon Stenberg Appointed Chief Executive Officer

Jon Stenberg is an experienced growth leader to further leverage Citizens’ opportunities

Gerald W. Shields continues as Vice Chairman of the Board

AUSTIN, TX – July 1, 2024 – Citizens, Inc. (NYSE: CIA), a leading diversified financial services company specializing in life, living benefits, and final expense insurance, today announces the planned transition of the Chief Executive Officer role. Jon Stenberg, who currently serves as Citizens’ President, is appointed to the additional role of Chief Executive Officer effective July 1, 2024. Gerald W. Shields, who has served as CEO and Vice Chairman since 2020, will continue as Vice Chairman of the Company’s Board of Directors.

“This announcement comes at an exciting time as we continue our momentum to capitalize on the unique opportunities in front of us. The Company expects continued sales growth in 2024 leading to strong profit growth in the full year 2025,” said Gerald W. Shields.

“I am thrilled with this appointment. We are fortunate to continue benefiting from Gerald’s leadership and expertise as the entire Citizens team works to further grow and create value for our customers and shareholders. Citizens is an incredible company delivering customer-centric, innovative products in large and underserved markets,” said Jon Stenberg.

Gerald W. Shields – A Legacy of Record Setting Achievements

Mr. Shields became the Company’s CEO on January 1, 2022, after serving as its Interim CEO and President from August 2020 through December 31, 2021. Mr. Shields has also served as the Company’s Vice Chairman of the Board of Directors since February 2020. He successfully guided Citizens to advance its strategic roadmap. Highlights of Citizens' recent record-setting and key accomplishments:

•Highest amount of insurance issued in a quarter - Insurance issued increased 61% year-over-year to $274.5 million in Q1 2024.

•Record insurance in force, over $5 billion of insurance in force at March 31, 2024.

•AM Best initiated financial strength and credit ratings on Citizens, Inc.'s CICA Life Insurance Company of America in 2023, recognizing CICA’s Very Strong balance sheet and outlook.

Jon Stenberg, President, Adds Role of CEO

Mr. Stenberg has served as President of Citizens since joining the Company in March 2024, and is appointed to the additional role of Chief Executive Officer effective July 1, 2024. Mr. Stenberg’s accomplished life insurance career spans 30 years, building high-performing teams and scaling revenue at multiple life insurance enterprises.

Mr. Stenberg is an experienced growth leader in the life insurance industry. He previously served as Executive Vice President of the Individual Life Division of Symetra Life Insurance Company, where he pivoted its business model. The pivot resulted in dramatic sales growth while improving profitability and capital efficiency.

Jon previously served as Executive Vice President of Ameriprise Financial, where he developed and executed strategies that delivered revitalized sales and profit while managing all facets of the life insurance division. He served as Head of Retail Insurance, Senior Vice President, of New York Life, where he expanded the Company’s core life insurance product line to help drive record sales. He also served as UBS Insurance Agency’s President, and Lincoln Financial Group’s Life Insurance Sales Vice President.

Mr. Stenberg holds an MBA from Wharton School of Business at the University of Pennsylvania, and a Bachelor of Science degree from Central Michigan University. He is a veteran of the U.S. Army.

About Citizens, Inc.

Citizens, Inc. (NYSE: CIA) is a diversified financial services company providing life, living benefits and final expense insurance and other financial products to individuals and small businesses in the U.S., Latin America, and Asia. Through its customer-centric growth strategy, Citizens offers innovative products to address the evolving needs of its customers in their native languages of English, Spanish, Portuguese, and Mandarin. The Company operates two primary segments: Life Insurance, where internationally the Company is a market leader in U.S. Dollar denominated life insurance and where it is growing in niche markets in the United States through its final expense products distributed through white-label and established distribution channels, and Home Service Insurance, which operates primarily in the U.S. Gulf coast region. For more information about Citizens, please visit the website at www.citizensinc.com and LinkedIn.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by words such as "may," "will," "expect," "anticipate", “believe”, “project”, "intends," "continue" or comparable words. Such forward-looking statements may relate to the Company’s expectations regarding its business performance, operational strategy, capital expenditures, technological changes, regulatory actions, and other financial and operational measures. In addition, all statements other than statements of historical facts that address activities that the Company expects or anticipates will or may occur in the future are forward-looking statements. Such statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking statements. The risks, uncertainties and assumptions that are involved in our forward-looking statements include, but are not limited to the risk factors discussed in our most recently filed periodic reports on Form 10-K and Form 10-Q. The Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in the Company's expectations. Accordingly, you should not unduly rely on these forward-looking statements. The Company also disclaims any duty to comment upon or correct information that may be contained in reports published by the investment community.

Citizens, Inc. Investor Relations Contacts

Darrow Associates Investor Relations

Jeff Christensen and Matt Kreps

Email: CIA@darrowir.com (Jeff and Matt)

Phone: 703-297-6917 (Jeff) and 214-597-8200 (Matt)

Cover	Jul. 01, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 01, 2024
Entity File Number	000-16509
Entity Registrant Name	CITIZENS, INC.
Entity Incorporation, State or Country Code	CO
Entity Tax Identification Number	84-0755371
Entity Address, Address Line One	11815 Alterra Pkwy, Suite 1500
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78758
City Area Code	512
Local Phone Number	837-7100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock
Trading Symbol	CIA
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000024090
Amendment Flag	false