Kinlaw Sheryl L 4

What Happened

• Sheryl L. Kinlaw, Chief Legal Officer of Citizens, Inc. (CIA), had restricted stock units (RSUs) convert to shares on March 31, 2026 and received 13,664 shares from vested RSUs. On the same date she was also granted 13,916 new RSUs under the 2026 long‑term incentive plan.
• To satisfy tax withholding on the vested awards, 1,249 shares and 2,079 shares were surrendered at $5.03 per share, generating cash proceeds of $6,282 and $10,457 respectively (total withheld shares = 3,328; total proceeds = $16,739).
• Several derivative entries show $0.00 exercise price, which reflects RSU conversion (not a cash purchase). These transactions are routine vesting and withholding actions, not open‑market sales.

Key Details

• Transaction date: March 31, 2026. Form 4 filed April 2, 2026 (timely filing).
• Shares received via conversion: 5,128 and 8,536 (total 13,664). New RSU grant: 13,916 shares awarded (2026 LTIP).
• Shares withheld for taxes: 1,249 and 2,079 (total 3,328) at $5.03/share; total cash surrendered = $16,739.
• Footnotes indicate these RSUs relate to prior grants (2023–2025 awards vesting schedules) and the 2026 award; each RSU equals one share.
• Filing does not report total post‑transaction beneficial ownership on this summary (not provided here).

Context

• This is a typical vesting/tax‑withholding transaction: when RSUs vest they convert to shares and the company often withholds or sells a portion to cover taxes. That makes the withheld "dispositions" administrative, not discretionary sales.
• The $0.00 price on some derivative lines indicates conversion of RSUs (not a cash exercise). These transactions generally reflect compensation vesting rather than a signal of buying or selling intent.