UNITED STATES

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) June 1, 2026

US ALLIANCE CORPORATION

(Exact name of registrant as specified in its charter)

Kansas	000-55627	26-4824142
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1303 SW First American PlPlace, Sutie 200

Topeka, Kansas 66604

(Address of principal executive offices) (Zip Code)

(785) 228-0200

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐	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(s)	Name of each exchange on which registered
N/A	N/A	N/A

Securities registered pursuant to Section 12(b)of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§203.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.1b-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(s) of the Exchange Act. ☐

~~Item~~ITEM 5.0702. ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~On June 1, 2026, ~~Annual~~Jeffrey ~~Meeting~~Brown was appointed as the Vice-President and Principal Financial Officer of US Alliance Corporation (the “~~Annual Meeting~~Company”), ofPresident ~~the~~and ~~stockholders~~Chief Operating Officer of US Alliance ~~Corporation,~~Life aand ~~Kansas~~Security ~~corporation~~Company (~~the~~ “USALSC”), President and Chief Operating Officer of US Alliance Life and Security Company – Montana (“USALSC – Montana”), ~~was~~Secretary ~~held~~and onTreasurer ~~June~~of 1US Alliance Investment Corporation (“USAIC”), ~~2026~~and atSecretary ~~the~~and ~~Company’s~~Treasurer ~~Topeka~~of ~~headquarters~~US Alliance Marketing Corporation (“USAMC”). ~~Stockholders~~USALSC, ~~representing~~USALSC 3– Montana,~~183~~ USAIC,~~393~~ ~~shares~~and USAMC are wholly-owned subsidiaries of the Company's. ~~common~~Mr. ~~stock,~~Brown orhas ~~approximately~~previously ~~40%~~served ofas the ~~Company's~~Executive ~~outstanding~~Vice ~~stock~~President and ~~representing~~Chief aOperating ~~quorum~~Officer asof ~~defined~~USALSC, inVice-President and Principal Financial Officer of USAC, and as the ~~Company's~~President ~~Bylaws~~and Chief Operating Officer of Dakota Capital Life Insurance Company, ~~were~~a ~~present~~former insubsidiary ~~person~~that orwas bymerged ~~proxy~~into USALSC in December, 2023.

AtIn connection with Mr. Brown’s appointment to the ~~Annual~~foregoing ~~Meeting~~offices, the Company'’s ~~stockholders~~Board of Directors (1the “Board”) ~~elected~~approved an Employment Agreement (the ~~Company's~~“Employment ~~five~~Agreement”) ~~nominees~~with ~~for~~Mr. ~~director~~Brown, ~~each~~ to ~~serve~~be effective as of June 1, 2026, for a term of five years, which may be extended for additional one-year ~~term,~~terms upon approval of the Board and ~~(2)~~Mr. ~~ratified~~Brown. Pursuant to the ~~appointment~~terms of ~~Crowe~~the ~~LLP~~Employment Agreement, Mr. Brown is entitled to receive an annual base salary of $275,000, and is eligible for such additional bonuses as may be granted at the ~~Company'~~Board’s ~~independent~~discretion ~~registered~~based ~~public~~on ~~accounting~~Mr. ~~firm~~Brown’s performance and certain corporate events subject to clawback in the event of certain restatements of the Company’s audited financial statements. ~~Proxies~~Mr. ~~submitted~~Brown bywill also be granted 100,000 shares of the Company'’s ~~stockholders~~common ~~further~~stock, ~~authorized~~which ~~Jack~~shall ~~Brier~~vest ~~and~~in ~~John~~equal ~~Helms~~installments over ten years, with all unvested shares subject to forfeiture if Mr. Brown resigns without “Good Reason” (as ~~proxyholders~~defined in the Employment Agreement). Upon a “Change in Control” or “Change in Leadership” (as those terms are defined in the Employment Agreement), all of Mr. Brown’s unvested shares will immediately vest. Mr. Brown is also entitled to ~~vote~~participate ~~upon~~in ~~any~~all incentive, retirement, profit-sharing, life, medical disability and other ~~matters~~benefit ~~coming~~plans ~~before~~offered by the ~~Annual~~Company ~~Meeting~~to ~~and~~similarly ~~any~~situated ~~adjournment~~executives, ~~thereof~~as well as all fringe benefit programs, ~~but~~including nosick ~~other~~leave ~~matters~~and ~~were~~personal ~~submitted~~leave. toIn addition, the Company will provide a ~~vote~~cell phone allowance, pay certain professional dues, and reimburse Mr. Brown for certain business expenses.

~~The~~Upon ~~final~~termination ~~voting~~of ~~results~~the Employment Agreement (i) by the Company other than for ~~each~~“Good ~~proposal~~Cause” ~~submitted~~(as defined in the Employment Agreement) or (ii) by Mr. Brown with Good Reason, Mr. Brown is entitled to receive a ~~vote~~lump-sum amount equal to 200% of his highest full-year W-2 earnings from the ~~stockholders~~previous ~~were~~three years, as ~~follows:~~well as continued benefits for a period of twelve months. Upon termination of the Employment Agreement for any other reason, including upon the expiration of the Employment Agreement by its terms, or upon the death, disability or retirement of Mr. Brown, Mr. Brown is entitled to receive any unpaid and accrued base salary, benefits and unreimbursed expense payments to the date of termination.

~~PROPOSAL~~The 1Employment Agreement also contains confidentiality and one-year ~~ELECTION~~non-competition OFand ~~DIRECTORS:~~non-solicitation restrictive covenants.

Name	Voted For	Voted to Withhold
Jack Brier	3,094,721	88,672
William Graves	3,106,474	76,919
John Helms	3,120,474	62,919
James Poolman	3,112,989	70,404
JuliAnn Mazachek	3,120,474	62,919

The foregoing description is qualified in its entirety by reference to the form of Employment Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by this reference.

~~PROPOSAL~~ITEM 29.01. ~~- RATIFICATION OF CROWE LLP:~~EXHIBITS.

Voted For			Voted Against				Abstained
3,029,578			23,526				130,589

(d) Exhibits

Exhibit No.	Exhibit
10.1	Employment Agreement dated June 1, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	US ALLIANCE CORPORATION
Date: June 1, 2026	By:	/s/ Jack H. Brier
June 1, 2026	By:	/s/ Jack H. Brier
		Jack H. Brier
		President and Chairman

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