Citizens signs Bestow deal for whole life platform
The platform supports sales where agents are licensed and the applicable final expense product is filed and approved.
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Form Type
8-K
Rhea-AI Filing Summary
Citizens, Inc. (CIA) entered into a Master Software as a Service Agreement and two orders with Bestow Agency LLC for a hosted platform supporting its final expense whole life products. Executed October 5, 2026, the agreements are effective October 1, 2026. Bestow will configure and operate the platform; Citizens retains responsibility for underwriting, pricing, regulatory filings, agent licensing, commissions and claims adjudication.
Configuration is due December 15, 2026, unless the parties agree to adjust the date; Citizens pays the development fee in 36 monthly installments. Run-phase fees include an annual subscription, a committed application fee based on minimum annual volume payable whether or not the minimum is reached, fees for applications above the minimum, and certain third-party costs passed through at cost. If additional products are not added by March 31, 2027, development and annual subscription fees increase prospectively, with a true-up for amounts already invoiced. Beginning in 2029, per-application fees may increase annually based on CPI, subject to a floor. Each Order's initial term runs through December 31, 2030, with up to two additional one-year renewals; service-level terms include 99.9% monthly availability with service credits.
8-K Event Classification
Item 9.01 — Financial Statements and Exhibits
1 item
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Configuration deadline: December 15, 2026
Development fee installments: 36 monthly installments
Additional product schedule deadline: March 31, 2027
+5 more
8 metrics
Configuration deadline
December 15, 2026
Bestow's platform configuration and implementation, unless the parties agree to adjust the date
Development fee installments
36 monthly installments
Build Order
Additional product schedule deadline
March 31, 2027
Date by which the parties assume an updated product schedule will be executed
Potential per-application fee increases
Beginning in 2029
May increase each year based on CPI, subject to a floor
Initial Order term
Through December 31, 2030
Initial term for each Order
Renewal terms
Up to two additional one-year terms
Company renewal option for each Order
Material breach cure period
30 days
Before either party may terminate an order for an uncured material breach
Monthly availability
99.9%
Service-level term includes service credits
Key Terms
committed application fee, true-up, service-level requirements, CPI
4 terms
committed application fee financial
"a committed application fee based on a minimum annual volume"
true-up financial
"with a true-up for amounts already invoiced"
An agreed adjustment that reconciles a previously estimated, provisional, or interim figure to the actual amount owed or recorded; the true-up computes the difference between the estimate and the final, measured amount and then increases or decreases payments, accounting balances, share counts, tax liabilities, or other contractual obligations to match the true result. True-ups are typically specified in contracts, accounting policies, or regulatory rules and can be one-time or recurring; they change the relevant cash flows or ledger entries but do not create new obligations beyond correcting the original estimate.
service-level requirements technical
"repeated failure to meet service-level requirements"
CPI financial
"based on CPI, subject to a floor"
Consumer Price Index (CPI) measures how the prices of a typical “shopping basket” of goods and services change over time, like checking whether a grocery cart costs more or less than before. Investors watch CPI because rising prices can squeeze consumers, alter company profits and prompt central banks to change interest rates, which affects borrowing costs, bond yields and stock valuations.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What responsibilities does Citizens (CIA) keep under its Bestow agreement?
Citizens retains responsibility for underwriting rules, product pricing, regulatory filings, agent licensing and appointment, commissions, and claims adjudication.
When can Citizens (CIA) terminate the Bestow orders?
Either party may terminate an order for an uncured material breach after a 30-day cure period. Citizens may also terminate for a material adverse change affecting Bestow, Bestow's insolvency, or repeated failure to meet service-level requirements.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): October 5, 2026
COMMISSION FILE NUMBER: 000-16509
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER: 000-16509
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |||||||
(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:
| 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. ☐
1.01 Entry into a Material Definitive Agreement
On October 5, 2026, Citizens, Inc. (the “Company”) entered into a Master Software as a Service Agreement (the "Master Agreement") with Bestow Agency LLC, a Delaware limited liability company ("Bestow"), pursuant to which the Company obtained hosted access to Bestow’s proprietary web-based software as a service platform (the “Platform”) for use in connection with the Company’s insurance processing, underwriting, policy administration, and related functions. In connection with the Master Agreement, the Company and Bestow also entered into Order No. 1 — Agent Assisted — Final Expense — Build Implementation Order to the Master Agreement (the “Build Order”) and Order No. 2 — Agent-Assisted Final Expense — Run Order to the Master Agreement (the “Run Order,” and together with the Build Order, the “Orders,” and together with the Master Agreement, the “Bestow Agreements”). The Bestow Agreements were each executed by both parties on October 5, 2026, with an effective date of October 1, 2026.
Purpose. Under the Bestow Agreements, Bestow is obligated to configure, implement, host, operate and maintain its cloud-based platform (the "Platform") for the Company's final expense (simplified issue whole life) life insurance products (the “Final Expense Products”). The Final Expense Products are simplified issue whole life insurance products issued by CICA Life Insurance Company of America, a subsidiary of the Company licensed in 43 U.S. states, Washington, D.C. and Puerto Rico. The Final Expense Products are already approved by the regulators of and being sold through independent agent distribution channels in most of those jurisdictions. These Company-appointed agents will be able to use the platform to quote, apply, underwrite, sign and issue policies electronically. Bestow will also provide a consumer portal and policy administration functions, as well as data feeds to the Company's systems. The Company keeps responsibility for underwriting rules, product pricing, regulatory filings, agent licensing and appointment, commissions and claims adjudication.
The Platform, as configured pursuant to the Orders, provides a fully white-labeled, branded, end-to-end digital platform enabling the Company’s appointed agents to sell the Company's Final Expense Products and additional covered products to consumers and enabling consumers to manage their policies post-purchase. The Platform supports sales in all states where the applicable agent is licensed and the Final Expense Product is filed and approved.
The Company believes that the relationship with Bestow will support the modernization of the Company's technology infrastructure and enhance the administration and distribution capabilities associated with its insurance products.
Overview of the Master Agreement
The Master Agreement governs all Orders executed thereunder and controls in the event of any conflict with an Order, unless the applicable Order expressly identifies the specific provision of the Master Agreement being superseded. Under the Master Agreement, the Company receives a nonexclusive, non-assignable, non-sublicensable, fee-bearing, limited right to access and use the Platform solely for the Company’s business operations. No software is licensed, sold, or transferred to the Company; the Company receives only hosted access to the Platform. The Platform includes all software, tools, modules, features, and functionalities made available as a hosted service, including all updates, upgrades, subsequent versions, and documentation. The Master Agreement also governs the provision of maintenance and support services, implementation services, professional services, training, and integrations with the Company’s designated systems, each as further described in applicable Orders and statements of work.
Affiliates of the Company may acquire services under the Master Agreement by executing their own orders in their own corporate names. Each such affiliate order constitutes a separate agreement, and the applicable affiliate is solely responsible for its obligations thereunder.
Implementation Services
Under the Build Order, Bestow will use its agile development methodology to complete platform configuration and implementation of the Final Expense Products no later than December 15, 2026, unless the parties agree to adjust that date. The Company will pay Bestow a development fee in 36 monthly installments.
Ongoing Services and Fees
The Run Order governs the Company’s ongoing access to and use of Bestow's platform, and Bestow’s ongoing operation, hosting, maintenance, and support of the platform and related services, following the launch date for each covered product (the “Run Phase”). The Run Order is structured to allow the Company to add additional insurance products to the platform during the Run Phase by executing additional product schedules and amendments to the consolidated payment schedule, without requiring a separate run order or amendment to the Master Agreement. The Run Order is independent of and does not amend the Build Order.
Under the Run Order, the Company will pay Bestow:
•an annual subscription fee;
•a committed application fee based on a minimum annual volume of applications, payable whether or not the minimum volume is reached;
•per-application fees for volume above the minimum; and
•certain third-party underwriting data, identity verification and payment processing costs, which Bestow passes through at cost.
The fees for both the Orders assume that by March 31, 2027, the Company and Bestow will execute an updated product schedule to add additional insurance products to the platform. If these products are not added to the Run Order by such date, the development fee and annual subscription fee will increase prospectively, with a true-up for amounts already invoiced.
Beginning in 2029, the per-application fee may increase each year based on CPI, subject to a floor.
Term and Termination. The initial term of each Order runs through December 31, 2030. The Company may renew for up to two additional one-year terms. Either party may terminate an order for an uncured material breach, with a 30-day cure period. The Company may also terminate for:
•a material adverse change affecting Bestow;
•Bestow's insolvency; or
•repeated failure to meet service-level requirements.
Other Terms. The Master Agreement includes customary terms on:
•data security, confidentiality, privacy and guardrails on the use of AI
•service levels, including 99.9% monthly availability with service credits
•intellectual property ownership, under which the Company owns specified customer deliverables
•restrictions on Bestow's use of generative AI in insurance decision-making
•audit rights
•mutual indemnities
•limitations of liability
Relationships. Other than the Bestow Agreements, there is no material relationship between the Company or its affiliates and Bestow.
The foregoing description of the Bestow Agreements does not purport to be complete and is qualified in its entirety by reference to the Bestow Agreements, which the Company intends to file as exhibits to its Annual Report on Form 10-K for the fiscal year ending December 31, 2026.
| Item 9.01 | Financial Statements and Exhibits | ||||
| (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/ Sheryl Kinlaw | |||||||||||||
| Chief Legal Officer and Secretary | ||||||||||||||
Date: October 9, 2026