STOCK TITAN

UTGN Insider Update: Corrected Grant of 3,750 Options, $44 Strike

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

UTG Inc. insider amendment and option grant: Andrew Jacob Joncarl, Vice President and director, was granted 3,750 stock options exercisable at $44 per share with an expiration on 09/04/2035. The options were granted on 09/04/2025 and vest in five equal annual installments over five years, subject to continued service. This filing amends a prior Form 4 that mistakenly reported 5,000 options; the corrected grant size is 3,750. After the transaction, Mr. Joncarl directly beneficially owns 3,750 underlying shares from these options.

Positive

  • Corrected disclosure fixes an earlier overstatement from 5,000 to 3,750 options, improving accuracy
  • Clear vesting schedule (five equal annual installments) aligns executive incentives with long-term service
  • Standard option terms (exercise price $44, 10-year term) indicate routine compensation practice

Negative

  • None.

Insights

TL;DR: Amendment corrects option grant size; standard multi-year vesting reduces immediate dilution risk.

The corrected disclosure replaces an overstated grant of 5,000 options with the actual grant of 3,750 options at a $44 exercise price, exercisable through 2035. Vesting occurs in five equal annual installments, which aligns executive incentives with multi-year retention goals and staggers potential supply onto the market. The direct ownership of 3,750 underlying shares from these options is small in isolation; materiality depends on UTG's outstanding share count which is not provided here.

TL;DR: The amendment improves disclosure accuracy; the grant's structure is routine for executive retention.

Correcting the previously reported quantity enhances reporting integrity. The five-year annual vesting schedule is a common retention mechanism and signals standard alignment of long-term interests between the officer and shareholders. There is no indication in this filing of accelerated vesting, repricing, or other extraordinary terms. Without aggregate equity ownership data, the governance impact appears routine rather than transformative.

Insider Andrew Jacob Joncarl
Role Vice President
Type Security Shares Price Value
Grant/Award Stock Options 3,750 $0.00 --
Holdings After Transaction: Stock Options — 3,750 shares (Direct)
Footnotes (1)
  1. This Form 4A amends a Form 4 filing on September 5, 2025 that incorrectly listed the number of granted stock options as 5,000. The correct number should have been 3,750. These options were granted on September 4, 2025, pursuant to the terms of a stock option agreement under the 2025 Stock Option Plan. The options vest in five equal installments on each of the first five anniversaries of the date of grant, subject to the Reporting Person's continued service through each such date.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Andrew Jacob Joncarl

(Last) (First) (Middle)
205 N DEPOT ST

(Street)
STANFORD KY 40484

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
UTG INC [ UTGN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President
3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
09/05/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $44 09/04/2025 A 3,750(1) (2) 09/04/2035 Common Stock 3,750(1) $0 3,750(1) D
Explanation of Responses:
1. This Form 4A amends a Form 4 filing on September 5, 2025 that incorrectly listed the number of granted stock options as 5,000. The correct number should have been 3,750.
2. These options were granted on September 4, 2025, pursuant to the terms of a stock option agreement under the 2025 Stock Option Plan. The options vest in five equal installments on each of the first five anniversaries of the date of grant, subject to the Reporting Person's continued service through each such date.
/s/Theodore C. Miller, Attorney in Fact 09/05/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did UTGN reporting person Andrew Jacob Joncarl receive?

He was granted 3,750 stock options exercisable at $44 per share, expiring on 09/04/2035.

Why was this Form 4 amended?

The amendment corrects the previously reported number of granted options from 5,000 to the actual 3,750.

How do the options vest for Mr. Joncarl?

The options vest in five equal annual installments on each of the first five anniversaries of the grant, subject to continued service.

Does this filing show how many shares Mr. Joncarl already owns?

This Form 4 reports 3,750 underlying shares from the granted options as directly beneficially owned following the transaction; aggregate outstanding shareholdings are not disclosed here.

Is there any indication of special terms like repricing or acceleration?

No; the filing describes standard grant and vesting terms only and does not disclose repricing or accelerated vesting provisions.