CIA files 8-K: Q3 2025 results release and Board appointment
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Citizens, Inc. (NYSE: CIA) filed an 8-K announcing it issued a press release covering financial results for the three and nine months ended September 30, 2025. The release is furnished as Exhibit 99.1 under Item 2.02.
The Board also elected Michael Harwood as an independent director to fill a vacancy, effective November 6, 2025. Harwood is a seasoned life insurance actuarial executive, with prior roles as Senior VP and Chief Actuary at AIG Life & Retirement and MetLife, including leadership on the Corebridge Financial spin-off and major governance and integration initiatives. The company states there are no arrangements pursuant to which he was named and no related-party interests requiring disclosure under Item 404(a) of Regulation S-K.
Positive
- None.
Negative
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8-K Event Classification
2 items: 2.02, 5.02
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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): November 6, 2025
COMMISSION FILE NUMBER: 000-16509
(Exact name of registrant as specified in its charter)
(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. ☐
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 | ||||
99.1 | Citizens, Inc. press release dated November 6, 2025 | |||||||
| 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
FAQ
What did Citizens, Inc. (CIA) disclose in its 8-K?
It furnished a press release with financial results for the three and nine months ended September 30, 2025 (Exhibit 99.1) and announced a new independent director.
Who joined the Citizens, Inc. (CIA) Board and in what capacity?
Michael Harwood was elected as an independent director to fill a vacancy effective November 6, 2025.
What experience does Michael Harwood bring to CIA?
He served as Senior VP and Chief Actuary at AIG Life & Retirement (2013–2023) and MetLife (2004–2013), including work on the Corebridge Financial spin-off.
Where can I find the Q3 2025 results details for CIA?
They are in the press release furnished as Exhibit 99.1 to the 8-K.
What is CIA’s trading symbol and exchange?
CIA on the New York Stock Exchange.