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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): November 6, 2025
COMMISSION FILE NUMBER: 000-16509
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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).
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 2.02     Results of Operations and Financial Condition.

On November 6, 2025, Citizens, Inc. (the "Company") issued a press release regarding its financial results for the three and nine months ended September 30, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 6, 2025, the Board of Directors ("Board") of the Company elected Michael Harwood to fill the vacancy on the Board. Mr. Harwood is a seasoned life insurance actuarial professional who accelerates project implementations and value delivery. His brings a valuable oversight function to the Board as the Company continues to expand its product growth throughout the world.

From 2013 to 2023, when he retired, Mr. Harwood served as as Senior VP and Chief Actuary at AIG Life & Retirement where he played an integral role on the leadership team in charge of spinning off Corebridge Financial, where he continued to serve in that role. From 2004 - 2013, he served as Senior VP and Chief Actuary for MetLife, where he led valuation, actuarial staff, DAC amortization, and experience studies, plus high-impact projects that included Sarbanes-Oxley compliance, corporate governance, subsidiary integration, and the efficient use of capital.

There are no arrangements or understandings between Mr. Harwood and any other persons pursuant to which he was named a director of the Company. Mr. Harwood 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. Harwood is an independent director.

(d) Exhibits
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/ Jon Stenberg
President & Chief Executive Officer

Date: November 7, 2025


EX-99.1 2 earningsrelease-3q2025.htm EX-99.1 Document
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EXHIBIT 99.1
Citizens, Inc. Reports Third Quarter 2025 Financial Results

•Record number of agents: increased global network of producing agents, up 19% since September 30, 2024, and up 29% from 2024 year-end
•Highest ever total direct insurance in force of $5.38 billion
•Total revenues of $62.8 million in Q3 2025, from $61.7 million in Q3 2024
Adjusted total revenues of $64.1 million in Q3 2025, increased 5% from $60.9 million in Q3 2024
•Net income in Q3 2025 of $2.4 million, or $0.04 income per fully diluted Class A share, from $2.8 million net income, or $0.05 income per fully diluted Class A share in Q3 2024
Adjusted net income in Q3 2025 of $3.4 million, or $0.07 adjusted income per fully diluted Class A share, increased 70% from $2.0 million adjusted net income or $0.04 adjusted income per fully diluted Class A share in Q3 2024
•Book value per Class A share of $4.49 on September 30, 2025 increased from $4.16 on September 30, 2024
Adjusted book value per Class A share of $6.26 on September 30, 2025, from $6.06 on September 30, 2024

AUSTIN, TX – November 6, 2025 – Citizens, Inc. (NYSE: CIA), a leading diversified financial services company specializing in life, living benefits, and final expense insurance, today reported results for the third quarter ended September 30, 2025.

“We are delivering tangible results on our strategic roadmap to accelerate growth. For twelve consecutive quarters, Citizens has delivered year-over-year growth in first year premiums driven by our rapidly expanding sales force and innovative products. The broadening of our product offerings and distribution channels led to our highest-ever total direct insurance in force of $5.38 billion. Our producing agents have increased by 19% since Q3 2024, and they are up 29% from 2024 year-end,” said Jon Stenberg, President and Chief Executive Officer. “The investment in our strategic roadmap is designed to deliver clear growth for premiums, earnings, and adjusted book value per share. Additionally, we remain fully committed to sustainable profitable growth and capital management, as evidenced by our positive net cash from operations every year since 2004, and remain committed to extending this track record.”

“Looking ahead to 2026, we expect revenue growth and profit growth for the full year 2026, showcasing improving operating leverage in our financial model. We believe we’re well positioned to drive long-term value creation for both our customers and shareholders, supported by the strength and effectiveness of our robust global business model, disciplined execution, and favorable demographic tailwinds worldwide. Our competitive advantages in expanding niche markets worldwide, rapidly growing our sales force, and expertise in profitable product development reinforce our positive outlook,” concluded Stenberg.

Recent Business Highlights
Record setting results and highlight accomplishments for Citizens, including:
•Record number of agents - increased global network of producing agents, up 19% since September 30, 2024 and up 29% since December 31, 2024.
•Highest-ever amount of total direct insurance in force - $5.38 billion of total direct insurance in force at September 30, 2025, up 3.7% compared to the same period in 2024, from sales of new products both domestically and internationally.
•Direct first year life and A&H premiums increased 8% in Q3 2025 compared to year-ago quarter. First year premiums have increased year-over-year for twelve consecutive quarters.
•Renewal premium growth in Q3 2025, driven by strong first year sales in 2024 leading to higher number of policies paying renewal premiums in the third quarter of 2025. The increase was partially offset by the high level of matured endowment benefit payments in Q3 2025. These maturities were contractually expected and are at their highest level in 2025; we expect reduced levels of maturities starting in 2026.



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Third Quarter 2025 Financial Results
•Total revenues of $62.8 million in Q3 2025 from $61.7 million in the year-ago quarter. Adjusted total revenues, which excludes investment related gains (losses), of $64.1 million in Q3 2025, increased 5% from $60.9 million in the year-ago quarter.
•Net income in Q3 2025 of $2.4 million, or $0.04 income per fully diluted Class A share, from $2.8 million net income or $0.05 income per fully diluted Class A share in Q3 2024. Adjusted net income in Q3 2025 of $3.4 million, or $0.07 adjusted income per fully diluted Class A share, increased 70% from $2.0 million adjusted net income or $0.04 adjusted income per fully diluted Class A share in Q3 2024.
•Total assets of $1.7 billion, cash and cash equivalents of $23.1 million and no debt at September 30, 2025.
•Book value per Class A share of $4.49 on September 30, 2025 increased 8% over the year-ago period. Book value per Class A share excluding accumulated other comprehensive income (loss) (AOCI) of $6.26 on September 30, 2025 increased 3% over the year-ago period. The Company has achieved eleven consecutive quarters of book value per Class A share growth.

Total revenues of $62.8 million in the third quarter of 2025, increased from $61.7 million in the year-ago quarter. The investment related losses in Q3 2025 were primarily unrealized losses from the Company’s investment in BlackRock, Inc.’s ESG Investment. Excluding these investment related gains (losses), adjusted total revenues of $64.1 million in the third quarter of 2025, increased from $60.9 million in the third quarter of 2024, driven by the $1.7 million increase in net investment income, $1.0 million increase in other income related to the issuance of supplemental contracts, and $0.4 million increase in premium revenue.

Total benefits and expenses decreased to $58.3 million in the third quarter of 2025, from $58.7 million in the same year-ago quarter. The decrease was primarily due to lower commissions due to our coinsurance agreement with RGA Reinsurance Company under which RGA shares in commission expenses. Higher general expenses is associated with continued investment in the growth of our business and higher equity compensation costs driven by our stock price growth in the last year and additional participants.

Income before federal income tax of $4.5 million in Q3 2025, increased from $3.0 million in Q3 2024. Excluding investment related gains (losses) and discrete items, adjusted income before federal income tax was $5.7 million in Q3 2025, from $2.2 million in Q3 2024.

Net income for the third quarter of 2025 was $2.4 million, or $0.04 income per fully diluted Class A share, from $2.8 million net income, or $0.05 income per fully diluted Class A share, in the prior year quarter. The results for the third quarter of 2025 reflected increased federal income taxes driven by higher taxable U.S. income and discrete tax adjustments recorded. Adjusted net income of $3.4 million, or $0.07 adjusted income per fully diluted Class A share, in Q3 2025, an increase from $2.0 million adjusted net income, or $0.04 adjusted income per fully diluted Class A share, in the year-ago quarter. Adjusted net income excludes investment related gains (losses) and loss from ceased property insurance business and discrete items. This increase was driven by the increase in total revenues and lower total insurance benefits paid or provided partially offset by higher general expenses.

The definitions of Non-GAAP information and comparable GAAP information is included in the Explanatory Notes on Use of Non-GAAP Measures section and defines and reconciles measures not presented in accordance with generally accepted accounting principles (“GAAP”) (a “non-GAAP Financial Measure”).

Investments
Net investment income of $19.1 million for the third quarter of 2025, an increase from $17.4 million in the same year-ago quarter. The increase was primarily due to one-time dividend of $1.7 million from one of our investments as a result of the sale of one of its assets. Additionally, we have begun investing in investment grade private placement fixed income securities and structured notes where we expect higher returns; this investment strategy led to slightly higher net investment income in Q3 2025 and YTD through September 30, 2025.


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The average pre-tax yield on the investment portfolio was at 4.62% in the third quarter of 2025 from 4.59% in the same year-ago quarter.

The carrying value of the Company’s fixed maturity securities investment portfolio at September 30, 2025 was $1.3 billion, an increase from $1.2 at December 31, 2024.

Cash Flow
Positive net cash provided by operating activities was $8.9 million for the nine months ended September 30, 2025. The Company has had positive net cash provided by operating activities annually since 2004. The Company had cash and cash equivalents of $23.1 million and no debt at September 30, 2025.

Key Growth Initiatives
Citizens’ strategic roadmap is designed to deliver sustainable growth in premiums, adjusted net income, and adjusted book value per share. Citizens’ key growth initiatives:
•Increase first year premium revenues
•Increase penetration in new and existing countries served
•Introduce products or major product enhancements
•Enhance agent and client servicing platforms that drive efficiency

Upcoming Conferences

Sidoti Virtual Conference on December 10 and 11, 2025
Citizens management plans to present and participate in one-on-one meetings at the Sidoti Virtual Conference on December 10 and 11, 2025. The live, interactive webcast and slide presentation will be accessible on the Company's Investor Relations website under the Events tab HERE. The timing of Citizens’ presentation webcast and additional information about this conference will be provided by the Company when it is available.

Emerging Growth Virtual Conference on December 11, 2025
Citizens management plans to present at the Emerging Growth Virtual Conference on December 11 at 3:10 ET. The live, interactive webcast and slide presentation will be accessible on the Company's Investor Relations website under the Events tab HERE. The webcast will be archived on the website for future viewing.

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. Citizens' stock is included in the Russell 2000® and Russell 3000® indexes. For more information about Citizens, please visit the website at www.citizensinc.com and LinkedIn.

Explanatory Notes on Use of Non-GAAP Measures

In addition to the financial information prepared in conformity with accounting U.S. generally accepted accounting principles (“GAAP”), in this press release, the Company provides certain non-GAAP financial measures that we believe improves understanding of the underlying business trends. Adjustments to GAAP measures generally apply to discrete events and items not indicative to our operating trends.



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Adjusted Total Revenues is a non-GAAP measure that excludes investment related gains (losses) from total revenues. Management believes the adjusted total revenues metric is meaningful, as it allows investors to evaluate revenues generated by core business activities excluding items that are heavily impacted by investment market fluctuations.

Adjusted Income Before Federal Income Tax is a non-GAAP measure that is computed as pre-tax GAAP operating income with discrete adjustments that exclude investment related gains (losses), income (loss) from ceased businesses and other special items not indicative of operating trends. Management believes this metric is meaningful, as it allows investors to evaluate underlying profitability and enhances comparability across periods, by excluding items that are heavily impacted by investment market fluctuations and other economic factors that are not indicative of operating trends.

Adjusted Net Income is a non-GAAP measure that is derived by excluding the tax effected Adjusted Income Before Federal Income Tax adjustments described above. The provision for income tax related to adjusted after-tax income is calculated using our effective tax rate excluding discrete items.

Adjusted Income Per Share of Class A Common Stock Basic and Diluted is a non-GAAP measure that is defined as adjusted net income for the period divided by the weighted average number of basic and fully diluted shares of common stock outstanding for the period.

Adjusted Book Value Per Share of Class A Common Stock is a non-GAAP measure that is calculated by dividing actual Class A common stockholders’ equity, excluding AOCI, by the number of Class A common shares outstanding at the end of the period. Management believes this metric is meaningful, as it allows investors to evaluate underlying book value growth by excluding the impact of interest rate volatility.



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Selected Consolidated Financial Data
As of and for the periods ended Three Months Ended September 30, Nine Months Ended September 30,
(In thousands, except per share data) 2025 2024 2025 2024
Balance sheet data
Total assets $ 1,742,365  1,735,809  1,742,365  1,735,809 
Total liabilities 1,516,761  1,528,236  1,516,761  1,528,236 
Total stockholders' equity 225,604  207,573  225,604  207,573 
Total direct insurance in force 5,379,220  5,189,523  5,379,220  5,189,523 
Operating items
Insurance premiums $ 43,303  42,897  126,488  124,129 
Net investment income 19,117  17,377  53,663  52,404 
Investment related gains (losses), net (1,255) 827  (1,741) 1,537 
Total revenues 62,808  61,731  183,546  181,527 
Claims and surrenders 44,276  36,478  124,594  104,121 
Other general expenses 13,291  12,095  39,443  40,072 
Total benefits and expenses 58,329  58,694  173,940  170,263 
Income (loss) before federal income tax 4,479  3,037  9,606  11,264 
Federal income tax expense (benefit) 2,062  247  2,353  (27)
Net income (loss) 2,417  2,790  7,253  11,291 
Per share data
Book value per share $ 4.49  4.16  4.49  4.16 
Diluted income (loss) per Class A share 0.04  0.05  0.14  0.22 


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Definition of Reported Segments
The Company is comprised of two operating business segments and other non-insurance enterprises as detailed below. The insurance operations are the Company's primary focus and are the lead income generators of the business.

Life Insurance – Internationally, our Life Insurance segment issues U.S. dollar-denominated ordinary whole life insurance and endowment policies predominantly to non-U.S. residents located principally in Latin America and the Pacific Rim. Domestically, we are licensed in 43 U.S. states and sell whole life final expense insurance and life insurance with living benefits and critical illness products. All our products in this segment are sold through independent agents.

Home Service Insurance – The Home Service Insurance segment provides final expense life insurance policies marketed to middle- and lower-income households, and whole life products with higher allowable face values in Louisiana, Mississippi, and Arkansas. These products are sold through independent agents and funeral homes.

Selected Segment Financial Data
As of and for the periods ended Three Months Ended September 30, Nine Months Ended September 30,
(In thousands) 2025 2024 2025 2024
LIFE INSURANCE SEGMENT
Balance sheet data
Total assets $ 1,333,849  1,325,855  1,333,849  1,325,855 
Operating items
Insurance premiums $ 32,785  32,201  94,582  91,667 
Net investment income 15,342  13,578  42,254  41,076 
Investment related gains (losses), net (2,063) 936  (2,185) 1,743 
Total revenues 47,582  47,345  139,662  137,840 
Claims and surrenders 38,603  30,083  107,968  86,616 
Total benefits and expenses 44,047  42,929  127,736  120,152 
Income (loss) before federal income tax 3,535  4,416  11,926  17,688 
HOME SERVICE INSURANCE SEGMENT
Balance sheet data
Total assets $ 372,916  372,362  372,916  372,362 
Operating items
Insurance premiums 10,518  10,696  31,906  32,462 
Net investment income 3,581  3,552  10,854  10,618 
Investment related gains (losses), net 799  (111) 433  (179)
Total revenues 14,898  14,137  43,193  42,921 
Claims and surrenders 5,673  6,395  16,626  17,505 
Total benefits and expenses 11,920  14,217  38,488  40,967 
Income (loss) before federal income tax 2,978  (80) 4,705  1,954 



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GAAP to Non-GAAP Reconciliations

Reconciliation of Adjusted Total Revenues
For the periods ended Three Months Ended September 30, Nine Months Ended September 30,
Unaudited (In thousands) 2025 2024 2025 2024
Total revenues $ 62,808  61,731  183,546  181,527 
Less:
Investment related gains (losses) (1,255) 827  (1,741) 1,537 
Adjusted total revenues $ 64,063  60,904  185,287  179,990 

Reconciliation of Adjusted Income Before Federal Income Tax
For the periods ended Three Months Ended September 30, Nine Months Ended September 30,
Unaudited (In thousands) 2025 2024 2025 2024
Income (loss) before federal income tax $ 4,479  3,037  9,606  11,264 
Less:
Investment related gains (losses) (1,255) 827  (1,741) 1,537 
Property insurance business income (loss) —  (3) —  (74)
Legal fee accrual —  —  —  (3,500)
Adjusted income before federal income tax $ 5,734  2,213  11,347  13,301 

Reconciliation of Adjusted Net Income
For the periods ended Three Months Ended September 30, Nine Months Ended September 30,
Unaudited (In thousands) 2025 2024 2025 2024
Net income (loss) $ 2,417  2,790  7,253  11,291 
Less:
Investment related gains (losses) (1,255) 827  (1,741) 1,537 
Property insurance business income (loss) —  (3) —  (74)
Legal fee accrual —  —  —  (3,500)
Income tax impact 309  (67) 416  (903)
Adjusted net income $ 3,363  2,033  8,578  14,231 



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Reconciliation of Adjusted Income Per Share of Class A Common Stock
For the periods ended Three Months Ended September 30, Nine Months Ended September 30,
Unaudited (In thousands, except per share amounts) 2025 2024 2025 2024
Basic and diluted adjusted income per share:
Adjusted net income $ 3,363  2,033  8,578  14,231 
Weighted average shares of Class A outstanding - basic 50,265  49,837  50,099  49,687 
Weighted average shares of Class A outstanding - diluted 51,570  50,669  51,401  50,519 
Basic adjusted income per share of Class A common stock $ 0.07  0.04  0.17  0.29 
Diluted adjusted income per share of Class A common stock $ 0.07  0.04  0.17  0.28 

Reconciliation of Stockholders' Equity and Book Value per Class A Common Share
As of September 30,
Unaudited (In thousands, except per share data) 2025 2024
Stockholders' equity, end of period $ 225,604  207,573 
Less: Accumulated other comprehensive income (loss) (AOCI) (89,416) (94,683)
Stockholders' equity, end of period, excluding AOCI $ 315,020  302,256 
Book value per Class A common share - diluted $ 4.49  4.16 
Less: Per share impact of AOCI (1.77) (1.90)
Book value per Class A common share - diluted, excluding AOCI $ 6.26  6.06 

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)