Citizens, Inc. (NYSE: CIA) COO exercises RSUs and covers taxes with withheld shares
Rhea-AI Filing Summary
Citizens, Inc. Chief Operations Officer Lewis Bryon Matthew exercised restricted stock units into Class A common stock and had shares withheld to cover taxes. On March 28, 2026, he converted 7,260 restricted stock units into the same number of Class A shares at an exercise price of $0.00 per share.
To satisfy tax obligations, 2,143 Class A shares were disposed of at $4.58 per share through tax-withholding transactions, which are not open-market sales. After these transactions, he directly held 19,796.8062 Class A shares. He also retained unexercised restricted stock units tied to 2,626 and 6,593 underlying Class A shares, which will vest over future dates under Citizens, Inc. Omnibus Incentive Plan awards.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 5,117 shares
Net Buy
8 txns
Insider
Lewis Bryon Matthew
Role
Chief Operations Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 2,587 | $0.00 | $0.00 |
| Exercise | Restricted Stock Units | 4,673 | $0.00 | $0.00 |
| Exercise | Citizens, Inc. Class A Common Stock | 2,587 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Citizens, Inc. Class A Common Stock | 764 | $4.58 | $3K |
| Exercise | Citizens, Inc. Class A Common Stock | 4,673 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Citizens, Inc. Class A Common Stock | 1,379 | $4.58 | $6K |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 16,481 shares (Direct);
Citizens, Inc. Class A Common Stock — 19,796.8062 shares (Direct)
Footnotes (5)
- F1. On March 28, 2024, the reporting person was granted an award of restricted stock units (RSUs) under the Citizens, Inc. Omnibus Incentive Plan for 2023 pay-for-performance. The RSUs vest in three equal annual installments on the first anniversary of the date of the grant (March 28, 2025) and the second anniversary of the date of the grant (March 28, 2026) and the third anniversary of the date of the grant (March 28, 2027).
- F2. On March 28, 2024, the reporting person was granted an award of RSUs under the Citizens, Inc. Omnibus Incentive Plan for the 2024 long-term incentive. The RSUs vest in three equal annual installments on the first anniversary of the date of the grant (March 28, 2025) and the second anniversary of the date of the grant (March 28, 2026) and the third anniversary of the date of the grant (March 28, 2027).
- F3. Each restricted stock unit represents a contingent right to receive one share of Citizens, Inc. Class A common stock.
- F4. On August 15, 2023, the reporting person was granted an award of restricted stock units, vesting in three equal annual installments on the first anniversary date of the grant (August 15, 2024) and the second anniversary date of the grant (August 15, 2025) and the third anniversary date of the grant (August 15, 2026)
- F5. On March 31, 2025, the reporting person was granted an award of RSUs under the Citizens, Inc. Omnibus Incentive Plan for the 2025 long-term incentive. The RSUs vest in three equal annual installments on the first anniversary of the date of the grant (March 31, 2026) an dthe second anniversary of the date of the grant (March 31, 2027) and the third anniversary of the date of the grant (March 31, 2028).
Key Figures
RSUs exercised: 7,260 shares
Tax-withholding shares: 2,143 shares at $4.58
Post-transaction holdings: 19,796.8062 shares
+3 more
6 metrics
RSUs exercised
7,260 shares
Restricted stock units converted to Class A common stock on March 28, 2026
Tax-withholding shares
2,143 shares at $4.58
Shares delivered to satisfy tax liabilities on March 28, 2026
Post-transaction holdings
19,796.8062 shares
CIA Class A common stock directly held after reported transactions
Remaining RSUs grant 1
2,626 underlying shares
Restricted stock units with 2,626 underlying CIA Class A shares, exercise price $0.00
Remaining RSUs grant 2
6,593 underlying shares
Restricted stock units with 6,593 underlying CIA Class A shares, exercise price $0.00
Tax-withholding count
2 transactions
Recorded under transaction code F for tax liabilities
Key Terms
Restricted Stock Units, Omnibus Incentive Plan, tax-withholding disposition, derivative exercise/conversion, +1 more
5 terms
Restricted Stock Units financial
"On March 28, 2024, the reporting person was granted an award of restricted stock units (RSUs) under the Citizens, Inc. Omnibus Incentive Plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Omnibus Incentive Plan financial
"granted an award of restricted stock units (RSUs) under the Citizens, Inc. Omnibus Incentive Plan for 2023 pay-for-performance"
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative exercise/conversion financial
"transaction_action: derivative exercise/conversion"
Class A common stock financial
"Each restricted stock unit represents a contingent right to receive one share of Citizens, Inc. Class A common stock."
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
FAQ
What did CIA executive Lewis Bryon Matthew do in this Form 4 filing?
Lewis Bryon Matthew, Chief Operations Officer of CIA, exercised restricted stock units into Class A common stock and had some shares withheld for taxes. These actions reflect routine equity compensation settlement rather than open-market buying or selling activity.
What RSU awards and vesting schedule are disclosed for CIA’s COO?
Footnotes describe RSU grants made on August 15, 2023, March 28, 2024, and March 31, 2025 under the Citizens, Inc. Omnibus Incentive Plan. These awards vest in three equal annual installments on the first, second, and third anniversaries of each respective grant date.
Does the CIA Form 4 show remaining unvested or unexercised RSUs for the COO?
Yes. The filing’s derivative holdings section shows remaining restricted stock units tied to 2,626 and 6,593 underlying CIA Class A common shares. These RSUs have an exercise price of $0.00 and will settle into shares as they vest over the stated schedules.
AI-generated analysis. How Rhea-AI works. Not financial advice.
