US Alliance Corp 8-K

What Happened
US Alliance Corp announced on June 1, 2026 that Jeffrey Brown was appointed Vice‑President and Principal Financial Officer of the Company and named to several executive roles at its wholly owned subsidiaries (President & COO of US Alliance Life and Security Company and its Montana subsidiary; Secretary & Treasurer of US Alliance Investment Corp and US Alliance Marketing Corp). The Board approved a five‑year Employment Agreement effective June 1, 2026.

Key Details

• Annual base salary: $275,000.
• Equity grant: 100,000 shares of common stock, vesting in equal installments over 10 years; unvested shares forfeit if Mr. Brown resigns without “Good Reason.”
• Change in Control/Change in Leadership: all unvested shares immediately vest upon those events.
• Severance: if terminated by the company other than for “Good Cause,” or if Mr. Brown resigns with “Good Reason,” he receives a lump sum equal to 200% of his highest full‑year W‑2 earnings in the prior three years plus 12 months of continued benefits.
• Term: 5 years, renewable for additional one‑year terms with Board approval. Agreement includes confidentiality, and one‑year non‑competition and non‑solicitation covenants.
• Background: Mr. Brown previously served as Executive VP & COO of USALSC, VP & Principal Financial Officer of USAC, and President & COO of Dakota Capital Life Insurance Company (merged into USALSC in Dec 2023).

Why It Matters
This filing notifies investors of a senior finance and operational leadership change and the material terms of Mr. Brown’s compensation and severance. The salary, long‑term equity grant with extended vesting, and substantial severance provisions are relevant to governance and potential future dilution. The change-in-control vesting and non‑compete terms are important when evaluating executive incentives and retention for the company’s leadership continuity.