Citizens grants stock-based compensation in the form of restricted stock units ("RSUs") and beginning in 2024, performance share units ("PSUs"). All stock awards are granted pursuant to the Citizens, Inc. Omnibus Incentive Plan (the "Plan"), which was approved by our shareholders in 2017. There were 3,000,000 shares authorized to be granted under the Plan. Awards may be granted under the Plan until June 5, 2027.

Restricted Stock Units. RSUs consist of time-vested grants and give the grantee the right to receive one share of our Class A common stock in the future for each RSU granted, subject to certain restrictions and a risk of forfeiture. For non-employee directors, RSUs are granted annually on the date of the annual shareholders meeting and vest one year from the date of grant, subject to continued service on the Board. Employee RSU grants vest over three years, subject to continued employment (except in the case of retirement, death or disability).

The following table provides a rollforward of RSU activity for the two-year period ended December 31, 2025.

Restricted Stock Units
Units
(In thousands)
Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023574 $3.37 
Granted892 2.29 
Less:
Vested433 2.73 
Forfeited17 2.84 
Outstanding at December 31, 20241,016 2.70 
Granted381 4.33 
Less:
Vested471 4.48 
Forfeited14 3.14 
Outstanding at December 31, 2025912 $3.08 
In 2025, we recognized compensation expense of $2.5 million and $1.4 million in 2025 and 2024, respectively, related to RSU awards that were granted and vested during these periods. The aggregate intrinsic value of RSUs vested during the years ended December 31, 2025 and 2024 was $2.1 million and $1.2 million, respectively. As of December 31, 2025, unrecognized compensation costs for RSU awards was $1.8 million and is expected to be amortized over two years.

Performance Share Units. The Board of Directors granted PSUs to a limited number of senior executives in 2024 and 2025. PSUs have a three-year performance period and give the grantee the right to receive one share of our Class A common stock in the future for each PSU granted, subject to certain restrictions and a risk of forfeiture. While the PSU grant specifies a stated target number of shares, the grantees can earn up to 200% of the target PSUs awarded based on the achievement of the Board approved metric over the performance period. PSUs are not settled in shares until the Board certifies that the approved performance metrics have been met. Employees must continue to be employed during the performance period in order to receive shares, except in the case of death or disability, change in control, retirement (settled pro-rata) or certain involuntary terminations (settled pro-rata).

The following table provides a rollforward of PSU activity for the period beginning on the first date of grant and ending on December 31, 2025.

Performance Stock Units
Units
(In thousands)
Weighted Average Grant Date Fair Value
Outstanding at March 28, 2024
— $— 
Granted333 2.14 
Less:
Forfeited83 2.14 
Outstanding at December 31, 2024
250 2.14 
Granted143 4.55 
Less:
Forfeited15 3.73 
Outstanding at December 31, 2025378 
(1)
$2.99 
(1) Represents the base number of PSUs that may vest. The actual number of PSUs that vest will be between 0 and 0.6 million, depending on the Company's achievement of certain performance goals.
We recognized $0.3 million and $0.1 million of expense for the PSU grants in 2025 and 2024, respectively, while $0.5 million was unrecognized and is expected to be amortized over the next one to three years depending on the vesting schedule of the grants. The vesting of PSUs occurs after a three-year performance period, and the actual quantity of shares awarded is determined by how well the Company fulfills established performance goals. As of December 31, 2025, management estimates that the probability of achieving the performance targets was 50% for the shares granted in 2024 and 100% for shares granted in 2025.

Historical Timeline

Fiscal YearFiled
2025Mar 12, 2026Showing above
2024Mar 13, 2025
2023Mar 14, 2024
2022Mar 10, 2023
2021Mar 11, 2022
2020Mar 10, 2021
2019Mar 11, 2020
2018Mar 26, 2019

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.