Utg Inc 10-K for FY2025
Utg Inc (UTGN)
10-K
2026-03-25
For: 2025-12-31
View Original
Added on
April 06, 2026
About this 10-K
Utg Inc filed this 10-K on March 25, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $42.35M
- down 50.1% from $84.91M a year earlier
- Net income
- $17.08M
- down 65.8% from net income of $50.01M a year earlier
- Diluted EPS
- $5.42
- down 65.7% from $15.80 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended |
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or |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from _____________ to ______________ |
Commission File Number 000-16867
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of |
(I.R.S. Employer |
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incorporation or organization) |
Identification No.) |
(Address of principal executive offices) |
(Zip code) |
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Registrant’s telephone number, including area code: (217 ) 241-6300
Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class |
Name of each exchange on which registered |
None |
None |
Securities registered pursuant to Section 12(g) of the Act:
of class
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐Accelerated filer ☐
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(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes ☐ No ☒
As of June 30, 2025, shares of the Registrant’s common stock held by non-affiliates (based upon the price of the last sale of $37.25 per share), had an aggregate market value of approximately $29,563,723 .
At January 31, 2026 the Registrant had 3,140,988 outstanding shares of common stock, stated value $.001 per share.
Documents incorporated by reference: None
UTG, Inc.
Form 10-K
Year Ended December 31, 2025
TABLE OF CONTENTS
PART I |
4 |
Item 1. Business |
4 |
Item 1A. Risk Factors |
9 |
Item 1B. Unresolved Staff Comment |
9 |
Item 1C. Cybersecurity |
9 |
Item 2. Properties |
10 |
Item 3. Legal Proceedings |
10 |
Item 4. Mine Safety Disclosures |
10 |
PART II |
11 |
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
11 |
Item 6. Reserved |
12 |
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
12 |
Item 7A. Quantitative and Qualitative Disclosures About Market Risk |
19 |
Item 8. Financial Statements and Supplementary Data |
20 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures |
59 |
Item 9A. Controls and Procedures |
59 |
Item 9B. Other Information |
59 |
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
59 |
PART III |
60 |
Item 10. Directors, Executive Officers and Corporate Governance |
60 |
Item 11. Executive Compensation |
63 |
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
65 |
Item 13. Certain Relationships and Related Transactions, and Director Independence |
67 |
Item 14. Principal Accountant Fees and Services |
68 |
PART IV |
69 |
Item 15. Exhibits and Financial Statement Schedules |
69 |
Item 16. Form 10-K Summary |
71 |
Forward-Looking Statements
This report on Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. We have based our forward-looking statements on our current expectations and projections about future events. Our forward-looking statements include information about possible or assumed future results of operations. All statements, other than statements of historical facts, included or incorporated by reference in this report that address activities, events or developments that we expect or anticipate may occur in the future, including such things as the growth of our business and operations, our business strategy, competitive strengths, goals, plans, future capital expenditures and references to future successes may be considered forward-looking statements. Also, when we use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “probably,” or similar expressions, we are making forward-looking statements.
Numerous risks and uncertainties may impact the matters addressed by our forward-looking statements, any of which could negatively and materially affect our future financial results and performance.
Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and, therefore, the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements that are included in this report, our inclusion of this information is not a representation by us or any other person that our objectives and plans will be achieved. In light of these risks, uncertainties and assumptions, any forward-looking event discussed in this report may not occur. Our forward-looking statements speak only as of the date made, and we undertake no obligation to update or review any forward-looking statement, whether as a result of new information, future events or other developments, unless the securities laws require us to do so.
PART I
Item 1. Business
General
The Holding Company - UTG, Inc. (the “Registrant”, “Company” or “UTG”) is an insurance holding company incorporated in the state of Delaware in 2005 and headquartered in Stanford, KY. The Company’s principal subsidiary is Universal Guaranty Life Insurance Company (“UG”). The Registrant and its primary subsidiary have only one significant segment, insurance.
The holding company has no significant business operations of its own and relies on fees, dividends and other distributions from its operating subsidiary as the principal source of cash flows to meet its obligations. The Company may explore supplemental sources of income in the future. The cash outlays of the Company mainly consist of operational costs and the costs of repurchasing Company common stock.
UTG has a strong philanthropic program. The Company generally allocates a portion of its earnings to be used for its philanthropic efforts primarily targeted to Christ-centered organizations or organizations that help the weak or poor. The Company also encourages its staff to be involved on a personal level through monetary giving, volunteerism and use of their talents to assist those less fortunate than themselves. Through these efforts, the Company hopes to make a positive difference in the local community, state, nation and world.
This document at times will refer to the Registrant’s largest shareholder, Mr. Jesse T. Correll and certain companies controlled by Mr. Correll. Mr. Correll holds a majority ownership of First Southern Funding LLC, a Kentucky corporation, (“FSF”) and First Southern Bancorp, Inc. (“FSBI”), a financial services holding company. FSBI operates through its 95% indirectly owned subsidiary bank, First Southern National Bank (“FSNB”). Banking activities are conducted through multiple locations within south-central and western Kentucky. Mr. Correll is Chief Executive Officer and Chairman of the Board of Directors of UTG and is currently UTG’s largest shareholder through his ownership control of FSF, FSBI and affiliates. At December 31, 2025, Mr. Correll owns or controls directly and indirectly approximately 69% of UTG’s outstanding stock.
At December 31, 2025, the Company had consolidated assets of $491 million, consolidated liabilities of $258 million and total shareholders’ equity of $233 million. The Company’s consolidated liabilities include policyholder liabilities and accruals of $225 million.
The Company’s principal executive office is located at 205 North Depot Street, Stanford, Kentucky 40484. The Company’s telephone number is 217-241-6300.
The Insurance Company - Universal Guaranty Life Insurance Company is an Ohio domiciled life insurance company and is licensed in 37 states. The Company’s dominant business is individual life insurance, which includes the servicing of existing insurance business in-force, the acquisition of other companies in the insurance business, and the administration processing of life insurance business for other entities. The Insurance Company’s operations are conducted through its administrative office located in Stanford, Kentucky.
UG has several wholly-owned and majority-owned subsidiaries. The subsidiaries were formed to hold certain real estate and other investments. The investments were placed into the limited liability companies and partnerships to provide additional protection to the policyholders and to UG.
Reinsurance - As is customary in the insurance industry, the insurance subsidiary cedes insurance to, and assumes insurance from, other insurance companies under reinsurance agreements. Reinsurance agreements are intended to limit a life insurer’s maximum loss on a large or unusually hazardous risk or to obtain a greater diversification of risk. The ceding insurance company remains primarily liable with respect to ceded insurance should any reinsurer be unable to meet the obligations assumed by it. However, it is the practice of insurers to reduce their exposure to loss to the extent that they have been reinsured with other insurance companies. The Company sets a limit on the amount of insurance retained on the life of any one person. The Company will not retain more than $125,000, including accidental death benefits, on any one life.
The Company’s reinsured business is ceded to numerous reinsurers. The Company monitors the solvency of its reinsurers in seeking to minimize the risk of loss in the event of a failure by one of the parties. The Company is primarily liable to the insureds even if the reinsurers are unable to meet their obligations. The primary reinsurers of the Company are large, well-capitalized entities. See Note 4 - Reinsurance in the Notes to the Consolidated Financial Statements for additional information regarding the Company’s reinsurance activities.
Reserves - The applicable insurance laws under which the insurance subsidiary operates require that the insurance company report policy reserves as liabilities to meet future obligations on the policies in-force. These reserves are the amounts which, with the additional premiums to be received and interest thereon compounded annually at certain assumed rates, are calculated in accordance with applicable laws to be sufficient to meet the various policy and contract obligations as they mature. These laws specify that the reserves shall not be less than reserves calculated using certain mortality tables and interest rates.
Future Policy Benefits - Our liability for future policy benefits is primarily comprised of the present value of estimated future payments to or on behalf of policyholders, where the timing and amount of payment depends on policyholder mortality or morbidity, less the present value of future net premiums. Estimating liabilities for insurance contracts requires management to make various assumptions, including policyholder persistency, mortality rates, investment yields, discretionary benefit increases, new business pricing and operating expense levels.
For life insurance products, expected mortality and morbidity is generally based on the Company’s expectations, historical experience or standard industry tables. Interest rate assumptions are based on factors such as market conditions and expected investment returns. Since many of these factors are interdependent and subject to volatility during the long-duration contract period, substantial judgment is required. Actual experience may emerge differently from that previously estimated.
For long-duration insurance contracts, reserves for non-participating traditional and limited payment contracts are generally equal to the present value of expected future policy benefits less the present value of expected net premiums. Contracts are grouped into cohorts. For Universal Guaranty Life, these cohorts consist of a premium paying cohort and a limited pay cohort. Given a material amount of these policies are associated with an acquisition that occurred in 2006, this acquisition date was assumed to be the “issue year” for our cohort purposes. Thus, only two cohorts exist. An interest accretion rate is determined for an identified cohort and remains unchanged after the issue year. Reserves are measured as of each reporting date to reflect the current upper-medium grade fixed income instrument yields, with the impact reported in accumulated other comprehensive income (loss).
Reserves for participating life insurance contracts remained unchanged from prior years and continue to hold the reserve equal to the statutory reserve.
The Company reviews and updates, if necessary, assumptions used to measure cash flows for the liability for future policy benefits during the third quarter of each year, or more frequently if evidence suggests that assumptions should be revised. Actual cash flows are grouped into the applicable cohort for this liability for future policy benefits calculation. A change in the liability for future policy benefits as a result of updating cash flow assumptions is recognized in net income.
Discount rate assumptions are prescribed as the current upper-medium grade (low credit risk) fixed income instrument yield. If the discount rate is updated at any reporting date, the impact of the discount rate update is recognized in accumulated other comprehensive income (loss).
For limited-payment products, gross premiums received in excess of net premiums are deferred at initial recognition as a deferred profit liability (DPL). Gross premiums are measured using assumptions consistent with those used in the measurement of the liability for future policy benefits, including discount rate, mortality and lapses, and expenses.
The DPL is amortized in proportion to insurance in force for life insurance contracts. Interest is accreted on the balance of the DPL using the discount rate determined at contract issuance. The Company reviews and updates its estimates of cashflows for the DPL at the same time as the estimates of cash flows for the liability for future policy benefits. When cash flows are updated, the updated estimates are used to recalculate the DPL at contract issuance.
On the balance sheet, DPL is recorded as a component of the liability for future policy benefits.
Business Strategy
UG’s product portfolio consists of a limited number of life insurance product offerings. All of the products are individual life insurance products, with design variations from each other to provide choices to the customer. These variations generally center around the length of the premium paying period, length of the coverage period and whether the product accumulates cash value or not.
While the Company does not actively sell any new policies today, it has the following products available for issue:
Tradition – The Tradition policy is a fixed premium whole life insurance policy. Premiums are level and payable for life. Issue ages are 0-75. The minimum face amount is the greater of $10,000 or the amount of coverage provided by a $100 annual premium.
Annuity - The annuity product is a 5-year, single premium product. The product offers a guaranteed minimum rate of 1% and the rate can be adjusted at any time. The maximum surrender charge is 5% and subject to waiver for certain qualifying events. The annuity product offers a 10% free withdrawal each year beginning in year 2.
Business Concentrations
The Company maintains cash balances in financial institutions that at times may exceed federally insured limits. The Company maintains its primary operating cash accounts with First Southern National Bank, an affiliate of the largest shareholder of UTG, Mr. Jesse T. Correll, the Company’s CEO and Chairman. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.
Because UG serves primarily individuals located in three states, the ability of our customers to pay their insurance premiums is impacted by the economic conditions in these areas. As of December 31, 2025 and 2024, respectively, approximately 53% and 52% of the Company’s total direct premium was collected from Illinois, Ohio, and Texas. Thus, results of operations are heavily dependent upon the strength of these economies.
The majority of the investments included in the Consolidated Balance Sheets are owned by UTG’s subsidiary, UG. As an insurance company, UG is subject to applicable state insurance laws and regulations, which limit the concentration of investments in any one category or class and further limit the investment in any one issuer. Generally, these limitations are imposed as a percentage of statutory assets or percentage of statutory capital and surplus of each company.
The Company owns a variety of investments associated with the oil and gas industry. These investments represented approximately 35% and 34% of the Company’s total invested assets at December 31, 2025 and 2024, respectively.
The Company’s investment real estate portfolio includes ownership in oil and gas royalties. As of December 31, 2025 and 2024, investments in oil and gas royalties represented 30% and 20%, respectively, of the total investment real estate portfolio.
See Note 14 - Concentrations of the Consolidated Financial Statements for additional disclosures regarding concentrations that have been identified by the Company.
Competition
The insurance business is a highly competitive industry and there are a number of other companies, both stock and mutual, doing business in areas where the Company operates. Many of these competing insurers are larger, have more diversified and established lines of insurance coverage, have substantially greater financial resources and brand recognition, as well as a greater number of agents. Other significant competitive factors in the insurance industry include policyholder benefits, service to policyholders, and premium rates.
In recent years, the Company has not placed an emphasis on new business production. Costs associated with supporting new business can be significant. Current sales primarily represent sales to existing customers through additional insurance needs or conservation efforts. The Company currently encourages policy retention as opposed to new sales in an attempt to maintain or improve current persistency levels.
The Company performs administrative work as a third-party administrator (“TPA”) for unaffiliated life insurance companies. The Company provides TPA services to insurance companies seeking business process outsourcing solutions. Revenue generated from TPA services is considered insignificant to the overall financial statements.
Human Capital
As of December 31, 2025, UTG and its subsidiaries had 40 full-time employees located in Kentucky and Illinois. These individuals are further supported by certain employees of First Southern National Bank (an affiliated entity) through a shared services arrangement. Under this arrangement, the two entities utilize the services of the other’s staff in certain instances for the betterment of both entities. Personnel within departments such as accounting, human resources and information technology are shared between the entities. UTG’s operations are headquartered in Stanford, Kentucky. The Company respects, values and invites diversity in our team members, customers, suppliers, and community. We seek to recognize the unique contribution each individual brings to our Company, and we are fully committed to supporting a rich culture of diversity as a cornerstone to our success. The Company strives to attract, develop, and retain talented individuals. To attract such individuals, we provide professional and personal development opportunities to team members. In addition, we seek to improve retention, development, and job satisfaction of team members from diverse groups by providing career skills training, peer mentoring and opportunities to interact with senior leaders. We encourage our team members to take initiative, accept challenges and achieve goals, all of which enables our team to work efficiently while providing excellent customer service which supports the Company’s strong performance.
UTG offers competitive compensation and benefits. Our pay for performance compensation philosophy is designed to reward employees for achievement and to align employee interests with the Company’s long-term growth. The Company’s benefits program includes health care, wellness initiatives, retirement offerings and paid time off.
Workplace health and safety is a vital aspect of running our business. We believe that safety must always be an integral part of any function or service performed, and the protection of our employees and visitors is our utmost priority. We have a business continuity plan in place that allows us to respond to threats to our health and safety, while ensuring that we can continue to provide quality service to our clients and shareholders at all times.
Code of Ethics
The Board of Directors has adopted a code of ethics for directors, officers, and financial personnel.
Regulation
Holding Company - States have enacted legislation requiring registration and periodic reporting by insurance companies domiciled within their respective jurisdictions that control or are controlled by other corporations so as to constitute a holding company system. Insurance holding company system statutes and regulations impose various limitations on investments in subsidiaries and may require prior regulatory approval for material transactions between insurers and affiliates and for the payment of certain dividends and other distributions.
Insurance - Insurance companies are subject to regulation and supervision in the states in which they do business. Generally the state supervisory agencies have broad administrative powers relating to granting and revoking licenses to transact business, licensing agents, approving policy forms, regulating trade practices, approving certain premium rates, setting minimum reserve and loss ratio requirements, determining the form and content of required financial statements, and prescribing the type and amount of investments permitted. Insurance companies are also required to file detailed annual reports with supervisory agencies, and records of their business are subject to examination at any time. Under the rules of the National Association of Insurance Commissioners (“NAIC”), insurance companies are examined periodically by one or more of the supervisory agencies.
Statutory Restrictions – Restrictions exist on the flow of funds to UTG from its insurance subsidiary. Statutory regulations require life insurance subsidiaries to maintain certain minimum amounts of capital and surplus. UG is required to maintain minimum statutory surplus of $2,500,000. At December 31, 2025, substantially all of the consolidated shareholders’ equity represents net assets of UTG’s subsidiaries.
Risk-Based Capital - The NAIC requires a risk-based capital formula be applied to all life and health insurers. The risk-based capital formula is a threshold formula rather than a target capital formula. It is designed only to identify companies that require regulatory attention and is not to be used to rate or rank companies that are adequately capitalized. UTG’s insurance subsidiary, UG, is more than adequately capitalized under the risk-based capital formula.
Guaranty Assessments – State guaranty laws provide for assessments from insurance companies to be placed into a fund which is used, in the event of failure or insolvency of an insurance company, to fulfill the obligations of that company to its policyholders. The amount which a company is assessed is determined according to the extent of these unsatisfied obligations in each state. Assessments are recoverable to a great extent as offsets against state premium taxes.
Stock Repurchase Program
The Board of Directors of UTG has authorized the repurchase in the open market or in privately negotiated transactions of UTG’s common stock. At a meeting of the Board of Directors in March of 2025, the Board of Directors of UTG authorized the repurchase of up to an additional $2 million of UTG’s common stock, for a total repurchase of $26 million of UTG’s common stock in the open market or in privately negotiated transactions since inception of the program. Company Management has broad authority to operate the program, including the discretion of whether to purchase shares and the ability to suspend or terminate the program. Open market purchases are made based on the last available market price but may be limited. During 2025, the Company repurchased 18,449 shares through the stock repurchase program for $782,812. Through December 31, 2025, UTG has spent $21,622,367 in the acquisition of 1,399,269 shares under this program.
Transactions with Affiliates
The articles of incorporation of UG contain the following language under item 12 relative to related party transactions:
A director shall not be disqualified from-dealing with or contracting with the corporation as vendor, purchaser; employee, agent or otherwise; nor, in the absence of fraud, shall any transaction or contract or act of this corporation be void or in any way affected or invalidated by the fact that any director or any firm of which any director is a member or any corporation of which any director is a shareholder, director or officer is in any way interested in such transaction or contract or act, provided the fact that such director or such firm or such corporation so interested shall be disclosed or shall be known to the Board of Directors or such members thereof as shall be present at any meeting of the Board of Directors at which action upon any such contract or transaction or act shall be taken: nor shall any such director be accountable or responsible to the company for or in respect to such transaction or contract or act of. this corporation or for any gains or profits realized by him by reason of the fact that he or any firm of which he is a member or any corporation of which he is a shareholder, director or officer is interested in such action or contract; and any such director may be counted in determining the existence of a quorum of any meeting of the Board of Directors of the company which shall authorize or take action in respect to any such contract or transaction or act and may vote thereat to authorize, ratify, or approve any such contract or transaction or act, with like force and effect as if he or any firm of which he is a member or any corporation of which he is a shareholder, director or officer were not interested in such transaction or contract or act.
Note 12 – Related Party Transactions of the Consolidated Financial Statements provides disclosures regarding transactions with related parties.
Anti-Money Laundering Laws
A series of laws and regulations beginning with the Bank Secrecy Act of 1970 require financial institutions to prevent, detect, and report illicit or illegal financial activities to the federal government to prevent money laundering, international drug trafficking, and terrorism. Under the US PATRIOT Act of 2001, financial institutions are subject to prohibitions against specified financial transactions and account relationships, requirements regarding the Customer Identification Program, as well as enhanced due diligence and “know your customer” standards in their dealings with high-risk customers, foreign financial institutions, and foreign individuals and entities. These rules also mandate a variety of record keeping, reporting and employee training requirements.
Data Security
Increased global IT security threats and more sophisticated and targeted computer crime pose a risk to the security of systems and networks and the confidentiality, availability and integrity of data. Although the Company makes efforts to maintain the security and integrity of the networks and systems, there can be no assurance that the security efforts will be effective or that attempted security breaches or disruptions would not be successful or damaging. In the event a security breach or failure results in the disclosure of sensitive third-party data or the transmission of harmful/malicious code to third parties, the Company could be subject to liability claims. Depending on their nature and scope, such threats also could potentially lead to improper use of our systems and networks, manipulation and destruction of data, loss of trade secrets, system downtimes and operational disruptions, which in turn, could adversely affect our reputation, competitiveness and results of operations.
Available Information
The Company files annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports with the Securities and Exchange Commission (“SEC”) pursuant to section 13(a) or 15(d) of the Securities and Exchange Act of 1934.
The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC on its website at www.sec.gov. The Company’s website is www.utgins.com.
Item 1A. Risk Factors
As a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and Item 10(f)(1) of Regulation S-K, the Company has elected to comply with certain scaled disclosure reporting obligations, and therefore does not have to provide the information required by this item.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 1C. Cybersecurity
Overall Process
Cybersecurity risk management is an important and continuously evolving focus for the Company. The Company monitors its information systems to proactively assess, identify, and manage risks from vulnerabilities and assess cybersecurity threats. The Company’s process for identifying and assessing material risks from cybersecurity threats operates alongside the Company’s broader overall risk assessment process. The policies and procedures are managed by internal and external resources and are believed to be reasonably designed to prevent, detect, and respond to cybersecurity risks and incidents.
The Company’s processes and procedures include regular network, endpoint, and cloud monitoring, vulnerability assessments, and penetration testing. Periodically, the Company engages external partners to conduct periodic audits of our systems, test our systems infrastructure, and suggest improvements. Through these channels and others, we work to proactively identify potential vulnerabilities in our information security system. The assessments, external penetration testing and internal vulnerability analysis follow the standards of the National Institute of Standards and Technology (“NIST”) – Guidelines on Network Security Testing.
The Company provides mandatory initial and annual training thereafter for personnel regarding security awareness as a means to equip the Company’s personnel with the understanding of how to properly use and protect the computing resources entrusted to them, and to communicate the Company’s information security policies, standards, processes and practices. Training is supplemented by various testing initiatives, including social engineering testing.
Third-Party Access
The Company leverages the expertise of independent consultants and audit firms to evaluate the effectiveness of our risk management systems and address potential cybersecurity incidents efficiently.
The Company utilizes a combination of third-party information security assessments, key technologies, and ongoing internal and external evaluations to provide a level of protection of non-public personal information, to continually monitor and attempt to safeguard information on its operating systems, in cloud-based solutions, and those of third-party service providers, and to prevent, quickly detect and respond to attacks. The Company also utilizes firewall technology, multi-factor authentication, complex password construction, and a combination of software and third-party monitoring to detect and prevent intrusion, and cybersecurity threats, guard against unauthorized access, and continuously identify and prevent computer viruses on the Company’s information solutions.
Material Incidents
Cybersecurity Governance
Cybersecurity risk management processes are an integral part of the Company’s enterprise risk management. The Company’s management team, with assistance from a third-party advisor, is responsible for the day-to-day management of cybersecurity risks faced by the Company. The Board of Directors oversees the risk management policies of the Company and is responsible for the periodic review and approval of the risk management policies.
Item 2. Properties
The Company rents a portion of the first floor and second floor of an 8,000 square foot, two-story office building, located in Stanford, KY. The first floor of the building is occupied by UTG and FSNB employees that are included in the shared services agreement between the two entities. The second floor is occupied by the customer service call centers for both UTG and FSNB employees. The building is owned by FSNB and UTG pays $2,000 per month in rent to FSNB for the portion of the building occupied by UTG employees. The Company paid rent of $24,000 to FSNB in 2025 and 2024.
Item 3. Legal Proceedings
In the normal course of business the Company is involved, from time to time, in various legal actions and other state and federal proceedings. Management is of the opinion that the ultimate disposition of these matters will not have a material adverse effect on the Company’s results of operations or financial position.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The Registrant is a public company whose common stock is traded in the over-the-counter market. Over-the-counter quotations can be obtained using the UTGN stock symbol.
The following table shows the high and low closing prices for each quarterly period during the past two years, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. The quotations below were acquired from the Yahoo Finance web site, which also provides quotes for over-the-counter traded securities such as UTG..
2025 |
2024 |
|||||||
Period |
High |
Low |
High |
Low |
||||
First quarter |
37.00 |
29.28 |
32.00 |
30.01 |
||||
Second quarter |
40.00 |
32.00 |
30.54 |
29.00 |
||||
Third quarter |
46.83 |
37.25 |
29.08 |
25.75 |
||||
Fourth quarter |
59.80 |
43.05 |
29.50 |
24.81 |
||||
UTG has not declared or paid any dividends on its common stock in the past two fiscal years, and has no current plans to pay dividends on its common stock as it intends to retain all earnings for investment in and growth of the Company’s business. See Note 10 – Shareholders’ Equity in the Notes to the Consolidated Financial Statements for information regarding dividend restrictions, including applicable restrictions on the ability of the Company’s life insurance subsidiary to pay dividends
As of January 31, 2026 there were 3,806 record holders of UTG common stock.
Purchases of Equity Securities
The following table provides information with respect to purchases we made of our common stock during the three months ended December 31, 2025 and total repurchases:
Total Number of Shares Purchased |
Average Price Paid Per Share |
Total Number of Shares Purchased as Part of Publicly Announced Program |
Maximum Number of Shares That May Yet Be Purchased Under the Program |
Approximate Dollar Value That May Yet Be Purchased Under the Program |
|||||
Oct. 1 through Oct. 31, 2025 |
1,003 |
$ |
44.89 |
1,003 |
N/A |
$ |
4,595,553 |
||
Nov. 1 through Nov. 30, 2025 |
1,968 |
$ |
54.11 |
1,968 |
N/A |
$ |
4,489,071 |
||
Dec. 1 through Dec. 31, 2025 |
2,003 |
$ |
55.64 |
2,003 |
N/A |
$ |
4,377,633 |
||
Total |
4,974 |
4,974 |
The Board of Directors of UTG has authorized the repurchase in the open market or in privately negotiated transactions of UTG’s common stock. At a meeting of the Board of Directors in March of 2025, the Board of Directors of UTG authorized the repurchase of up to an additional $2 million of UTG’s common stock, for a total repurchase of $26 million of UTG’s common stock in the open market or in privately negotiated transactions since inception of the program. Company Management has broad authority to operate the program, including the discretion of whether to purchase shares and the ability to suspend or terminate the program. Open market purchases are made based on the last available market price but may be limited. During 2025, the Company repurchased 18,449 shares through the stock repurchase program for $782,812. Through December 31, 2025, UTG has spent $21,622,367 in the acquisition of 1,399,269 shares under this program.
Stock Performance Graph
As a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and Item 10(f)(1) of Regulation S-K, the Company has elected to comply with certain scaled disclosure reporting obligations, and therefore does not have to provide the information required by this item.
Item 6. Reserved
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is Management’s discussion and analysis of the financial condition and results of operations of UTG, Inc. and its subsidiaries (collectively with the Parent, the “Company”) for the years ended December 31, 2025 and 2024. This discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this report.
Cautionary Statement Regarding Forward-Looking Statements
This report on Form 10-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. We have based our forward-looking statements on our current expectations and projections about future events. Our forward-looking statements include information about possible or assumed future results of operations. All statements, other than statements of historical facts, included or incorporated by reference in this report that address activities, events or developments that we expect or anticipate may occur in the future, including such things as the growth of our business and operations, our business strategy, competitive strengths, goals, plans, future capital expenditures and references to future successes may be considered forward-looking statements. Also, when we use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “probably,” or similar expressions, we are making forward-looking statements.
Numerous risks and uncertainties may impact the matters addressed by our forward-looking statements, any of which could negatively and materially affect our future financial results and performance.
Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and, therefore, the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. In light of the significant uncertainties inherent in the forward-looking statements that are included in this report, our inclusion of this information is not a representation by us or any other person that our objectives and plans will be achieved. In light of these risks, uncertainties and assumptions, any forward-looking event discussed in this report may not occur. Our forward-looking statements speak only as of the date made, and we undertake no obligation to update or review any forward-looking statement, whether as a result of new information, future events or other developments, unless the securities laws require us to do so.
Overview
UTG, Inc., a Delaware corporation, is a life insurance holding company. The Company’s dominant business is individual life insurance, which includes the servicing of existing insurance policies in-force, the acquisition of other companies in the life insurance business, the acquisition of blocks of business and the administration and processing of life insurance business for other entities.
UTG has a strong philanthropic program. The Company generally allocates a portion of its earnings to be used for its philanthropic efforts primarily targeted to Christ-centered organizations or organizations that help the weak or poor. The Company also encourages its staff to be involved on a personal level through monetary giving, volunteerism and use of their talents to assist those less fortunate than themselves. Through these efforts, the Company hopes to make a positive difference in the local community, state, nation, and world.
Critical Accounting Policies
We have identified the accounting policies below as critical to the understanding of our results of operations and our financial condition. The application of these critical accounting policies in preparing our consolidated financial statements requires Management to use significant judgments and estimates concerning future results or other developments including the likelihood, timing or amount of one or more future transactions or amounts. Actual results may differ from these estimates under different assumptions or conditions. On an on-going basis, we evaluate our estimates, assumptions and judgments based upon historical experience and various other information that we believe to be reasonable under the circumstances. For a detailed discussion of other significant accounting policies, see Note 1 – Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements.
Future Policy Benefits – Because of the long-term nature of insurance contracts, the insurance company is liable for policy benefit payments that will be made in the future. The liability for future policy benefits is determined by standard actuarial procedures common to the life insurance industry. The accounting policies for determining this liability are disclosed in Note 1 – Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements.
Valuation of Securities – The Company’s investment portfolio consists of fixed maturities, equity securities, mortgage loans, notes receivable and real estate to provide funding of future policy contractual obligations.
Fixed Maturity Investments – The Company classifies its fixed maturity investments, which include bonds, as available for sale. Investments classified as available for sale are carried at fair value with unrealized gains and losses, net of deferred taxes, reflected directly in accumulated other comprehensive income. Premiums and discounts on debt securities purchased at other than par value are amortized and accreted, respectively, to interest income in the Consolidated Statements of Operations, using the constant yield method over the period to maturity. While the available-for-sale fixed maturity securities are generally expected to be held to maturity, they are classified as available-for-sale and are sold periodically to manage risk. Although all of the fixed maturity securities are classified as available-for-sale, the Company has the ability and intent to hold the securities until maturity. The Company has an evaluation process in place to monitor fixed maturity securities available for sale for credit loss. See Note 2 - Investments for further disclosure of the allowance for credit loss (“ACL”).
Equity Securities at Fair Value – Investments in equity securities, which include common and preferred stocks, are reported at fair value with unrealized gains and losses reported as a component of net income (loss).
Equity Securities at Cost – These investments are reported at their cost basis, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
Mortgage Loans on Real Estate – Mortgage loans on real estate are reported at their unpaid principal balances, adjusted for amortization of premium or discount and valuation allowances. Valuation allowances are established for impaired loans when it is probable that contractual principal and interest will not be collected. The Company recognizes an ACL in earnings at time of purchase or origination based on expected lifetime credit loss on mortgage loans carried at amortized cost, in an amount that represents the portion of the amortized cost basis of such financing receivables, that the Company does not expect to collect, resulting in mortgage loans being presented at the net amount expected to be collected. See Note 2 - Investments for further discussion of the ACL.
Investment Real Estate – Real estate held-for-investment is stated at cost less accumulated depreciation. Depreciation is computed on a straight-line-basis for financial reporting purposes using estimated useful lives of 3 to 30 years. Real estate for which the Company commits to a plan to sell within one year and actively markets in its current condition, for a reasonable price, in comparison to its estimated fair value, is classified as held-for-sale. Real estate held-for-sale is stated at lower of depreciated cost or estimated fair value less expected disposition costs and is not depreciated.
Notes Receivable – Notes receivable are reported at their unpaid principal balances, adjusted for valuation allowances. Valuation allowances are established for impaired loans when it is probable that contractual principal and interest will not be collected. Interest accruals are analyzed based on the likelihood of repayment. The Company does not utilize a specified number of days delinquent to cause an automatic non-accrual status. The Company recognizes an ACL in earnings at time of purchase or origination based on expected lifetime credit loss on notes receivable carried at amortized cost, in an amount that represents the portion of the amortized cost basis of such financing receivables, that the Company does not expect to collect, resulting in notes receivable being presented at the net amount expected to be collected. See Note 2 - Investments for further discussion of the ACL.
Deferred Income Taxes – The provision for deferred income taxes is based on the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recognized by applying enacted statutory tax rates to temporary differences between amounts reported in the Consolidated Financial Statements and the tax basis of existing assets and liabilities. A valuation allowance is recognized for the portion of deferred tax assets that, in Management’s judgment, is not likely to be realized.
Results of Operations
On a consolidated basis, the Company had net income attributable to common shareholders of approximately $17.1 million and $50.0 million in 2025 and 2024, respectively. In 2025, income before income taxes was approximately $21.9 million compared to $63.1 million in 2024. Total revenues were approximately $42.3 million in 2025 and $84.9 million in 2024.
One-time events, primarily reflected in realized gains, comprise a substantial portion of the net income and revenue reported by the Company during 2025 and 2024. The magnitude of realized investment gains and losses in a given year is a function of the timing of trades of investments relative to the markets themselves as well as the recognition of any impairments on investments. Future earnings will be significantly negatively impacted should earnings from these one-time items not be realizable in a future period. While Management believes there remain additional investments with such one-time earnings, when or if realized remains uncertain.
The Company reported a change in fair value of equity securities of approximately $21.6 million and $56.8 million for the years ended December 31, 2025 and 2024, respectively. This line item is material to the results reported in the Consolidated Statements of Operations. This line item can also be extremely volatile, reflecting changes in the stock market. These results can be material and volatile, most of the equity holdings of the Company were acquired with a long-term view, thus making these intermediate changes in value of less concern to Management. Management monitors its equity holdings looking more at the specific entity and market it is in relative to performance and less to changes due to general market swings that occur over the holding period of the investment.
Total benefits and other expenses paid in 2025 were approximately $20.5 million compared to $21.8 million in 2024.
In summary, the Company’s basis for future revenue is expected to come from the following primary sources: Conservation of business currently in-force, the maximization of investment earnings and the acquisition of other companies or policy blocks in the life insurance business. Management has placed a significant emphasis on the development of these revenue sources to enhance these opportunities.
Revenues
Premiums and policy fee revenues, net of reinsurance premiums and policy fees, declined approximately 9% when comparing 2025 to 2024. The Company writes very little new business. Unless the Company acquires a new company or a block of in-force business, Management expects premium revenue to continue to decline on the existing block of business at a rate consistent with prior experience. The Company’s average persistency rate for all policies in-force for 2025 and 2024 was approximately 96.5% and 96.6%, respectively. Persistency is a measure of insurance in-force retained in relation to the previous year. A positive impact on premium income is the consistency of the lapse percentage. Persistency of the business has been consistent over the last several years. The lapse percentages were 3.5% and 3.4% for 2025 and 2024, respectively.
The following table summarizes the Company’s investment performance for the years ended December 31:
2025 |
2024 |
|||
Net investment income |
$ |
13,854,123 |
$ |
16,093,592 |
Net realized investment gains |
1,814,100 |
6,456,126 |
||
Change in fair value of equity securities |
21,577,231 |
56,839,751 |
The following table reflects net investment income of the Company for the years ended December 31:
2025 |
2024 |
|||
Fixed maturities, available for sale |
$ |
2,648,796 |
$ |
2,652,249 |
Fixed maturities, held to maturity |
156,812 |
167,536 |
||
Equity securities |
4,233,549 |
4,233,674 |
||
Mortgage loans |
913,464 |
952,084 |
||
Real estate |
7,790,732 |
8,958,452 |
||
Notes receivable |
1,083,074 |
1,341,095 |
||
Policy loans |
379,638 |
412,701 |
||
Cash and cash equivalents |
1,537,566 |
1,668,712 |
||
Short-term investments |
72,696 |
661,962 |
||
Total consolidated investment income |
18,816,327 |
21,048,465 |
||
Investment expenses |
(4,962,204) |
(4,954,873) |
||
Consolidated net investment income |
$ |
13,854,123 |
$ |
16,093,592 |
Net investment income represented 73% and 74% of the Company’s revenue before net investment gains (losses) as of December 31, 2025 and 2024, respectively. When comparing current and prior year results, net investment income was comparable in most of the investment categories outside of the real estate and cash and short term investment portfolios.
In the second half of 2024, the Federal Open Market Committee (“FOMC”) cut the interest rate 3 times for a total of 1% making the rate 4.50%. The rate was cut again in September, October, and December 2025 making the current rate 3.75%. The company anticipates a similar decline in earnings on cash balances and any new investments that are acquired as investments mature.
The earnings reported by the cash and short term investments represented 12% and 14% of the total consolidated net investment income reported by the Company during 2025 and 2024. The decrease in earnings in this category is the result of a combination of higher cash and short term holdings in 2024 and from decreased interest rates received from banks and other deposit institutions due to FOMC rate changes. With the 2024 and 2025 rate declines of 1.75% through December 31, 2025, the Company anticipates experiencing a similar decline in earnings on cash balances going forward.
Earnings from the real estate portfolio represented 56% of the total consolidated net investment income for the years ended December 31, 2025 and 2024. Earnings were down about $1.2 million when comparing current year and prior year results.
During 2024, the Company received $1.3 million of income from timber sales as compared to $0 in the current year. Included in the 2025 and 2024 real estate income is approximately $3.8 million and $3.6 million of income from oil and gas royalty distributions, respectively. Income from oil and gas royalties represented approximately 49% and 41% of the real estate income for 2025 and 2024, respectively.
The following table reflects net realized investment gains (losses) for the years ended December 31:
2025 |
2024 |
|||
Fixed maturities available for sale |
$ |
412 |
$ |
- |
Equity securities |
2,491,868 |
7,190,262 |
||
Real estate |
46,846 |
166,020 |
||
Short term investments |
6 |
(7) |
||
Equity securities - OTTI |
(725,032) |
(900,149) |
||
Consolidated net realized investment gains |
1,814,100 |
6,456,126 |
||
Change in fair value of equity securities - held |
21,577,231 |
52,025,699 |
||
Change in fair value of equity securities - sold |
0 |
4,814,052 |
||
Total change in fair value of equity securities |
21,577,231 |
56,839,751 |
||
Net investment gains |
$ |
23,391,331 |
$ |
63,295,877 |
Realized investment gains are the result of one-time events and are expected to vary from year to year.
Realized gains and losses from equity securities represent the difference between the fair value at the beginning of the reporting period and the fair value at the time of sale. The total gains from equity securities sold in 2025 were approximately $2.5 million, of which all $2.5 million is being reported as gains from equity securities. The gains were the result of selling several equity securities holdings.
The total gains from equity securities sold in 2024 were approximately $12.0 million, of which $7.2 million is being reported as gains from equity securities and $4.8 million is reported as a component of the change in the fair value of equity securities. The gains were the result of selling several equity securities holdings.
The Company reported a change in fair value of equity securities of approximately $21.6 million and $56.8 million for the years ended December 31, 2025 and 2024, respectively. This line item is material to the results reported in the Consolidated Statements of Operations, and this line item can also be extremely volatile. While these results can be material and volatile, most of the equity holdings of the Company were acquired with a long-term view, thus making these intermediate changes in value less of a concern to Management. Management monitors its equity holdings looking more at the specific entity and market it is in relative to performance and less to changes due to general market swings that occur over the holding period of the investment.
In 2025 and 2024, the Company saw mostly positive results in its equity investments. Equity investments, primarily in the oil and gas industry, represent almost all the unrealized gains reported in 2025 and 2024. Periodic pull backs and rallies are expected by management. Management believes its current equity investments continue to be solid investments for the Company and have further growth potential; however, changes in market conditions could cause volatility in market prices.
In 2025 and 2024, the Company recognized an other-than-temporary impairment of $725,032 and $900,149 on an equity security, respectively. The other-than-temporary impairments recognized during 2025 and 2024 were taken as a result of Management’s assessment and determination of value of the investment. The investment was written down to better reflect its current expected value.
During 2025, the Company sold one small parcel of property in Kentucky which makes up all of the realized gains in Real Estate. During 2024, the Company sold several real estate land parcels in Kentucky and one small parcel in Illinois which makes up the $166,020 gain reported.
In summary, the Company’s basis for future revenue is expected to come from the following primary sources: Conservation of business currently in-force, the maximization of investment earnings and the acquisition of other companies or policy blocks in the life insurance business. Management has placed a significant emphasis on the development of these revenue sources to enhance these opportunities.
Expenses
The Company reported total benefits and other expenses of approximately $20.5 million and $21.8 million for the years ended December 31, 2025 and 2024, respectively. Benefits, claims and settlement expenses represented approximately 55% and 56% of the Company’s total expenses for 2025 and 2024, respectively. The other major expense category of the Company is operating expenses, which represented 44% and 42% of the Company’s total expenses for 2025 and 2024, respectively.
Life benefits, claims and settlement expenses, net of reinsurance benefits, were down approximately 7% when comparing 2025 and 2024. Policy claims vary from year to year and therefore, fluctuations in mortality are to be expected and are not considered unusual by Management.
Changes in policyholder reserves, or future policy benefits, also impact this line item. Reserves are calculated on an individual policy basis and generally increase over the life of the policy as a result of additional premium payments and acknowledgment of increased risk as the insured continues to age.
The short-term impact of policy surrenders is negligible since a reserve for future policy benefits payable is held which is, at a minimum, equal to and generally greater than the cash surrender value of a policy. The benefit of fewer policy surrenders is primarily received over a longer time period through the retention of the Company’s asset base.
Overall, the Company’s persistency for business in-force remained relatively steady at 96.5% in 2025 compared to 96.6% in 2024. The Company’s actual experience for earned interest, persistency, and mortality varies from the assumptions applied to pricing and for determining premiums. Accordingly, differences between the Company’s actual experience and those assumptions applied may affect the profitability of the Company. Interest crediting rates on adjustable rate policies have been reduced to their guaranteed minimum rates, and as such, cannot be lowered any further.
Operating expenses decreased approximately 4% or $400,000 in 2025 as compared to that of the same period in 2024. When comparing 2025 and 2024 expenses, there is one expense item that comprises the majority of the decrease, charitable contributions. Charitable expense was approximately $300,000 less when comparing 2025 and 2024. Charitable expense fluctuates based on reported taxable income of the Company. Expenses in the remaining categories were comparable between years.
As mentioned above in the Overview section of the Management Discussion and Analysis, UTG has a strong philanthropic program. The Company generally allocates a portion of its earnings to be used for its philanthropic efforts primarily targeted to Christ-centered organizations or organizations that help the weak or poor. Charitable contributions made by the Company are expected to vary from year to year depending on the earnings of the Company. In 2025, the Company paid approximately $1.0 million in charitable donations as compared to $1.3 million in 2024.
Net amortization of cost of insurance acquired decreased approximately 3% when comparing current and prior year activity. Cost of insurance acquired is established when an insurance company is acquired or when the Company acquires a block of in-force business. The Company assigns a portion of its cost to the right to receive future profits from insurance contracts existing at the date of the acquisition. Cost of insurance acquired is amortized with interest in relation to expected future profits, including direct charge-offs for any excess of the unamortized asset over the projected future profits. The interest rates may vary due to risk analysis performed at the time of acquisition on the business acquired. The Company utilizes a 12% discount rate on the remaining unamortized business. The amortization is adjusted retrospectively when estimates of current or future gross profits to be realized from a group of products are revised. Amortization of cost of insurance acquired is particularly sensitive to changes in interest rate spreads and persistency of certain blocks of insurance in-force. This expense is expected to decrease unless the Company acquires a new block of business.
Management continues to place significant emphasis on expense monitoring and cost containment. Maintaining administrative efficiencies directly impacts net income.
Financial Condition
Investment Information
Investments are the largest asset group of the Company. The Company’s insurance subsidiary is regulated by insurance statutes and regulations as to the type of investments they are permitted to make, and the amount of funds that may be used for any one type of investment.
The following table reflects, by investment category, the investments held by the Company as of December 31:
2025 |
As a % of Total Investments |
As a % of Total Assets |
|||||
Fixed maturities, available for sale |
$ |
73,159,589 |
17% |
15% |
|||
Equity securities, at fair value |
265,704,230 |
62% |
54% |
||||
Equity securities, at cost |
20,510,250 |
5% |
4% |
||||
Mortgage loans |
14,402,304 |
3% |
3% |
||||
Real estate |
33,087,699 |
8% |
7% |
||||
Notes receivable |
8,708,417 |
2% |
2% |
||||
Policy loans |
5,361,164 |
1% |
1% |
||||
Short-term investments |
9,808,824 |
2% |
2% |
||||
Total investments |
$ |
430,742,477 |
100% |
88% |
2024 |
As a % of Total Investments |
As a % of Total Assets |
|||||
Fixed maturities, available for sale |
$ |
76,480,086 |
19% |
16% |
|||
Fixed maturities, held to maturity |
2,500,000 |
1% |
1% |
||||
Equity securities, at fair value |
234,506,227 |
59% |
49% |
||||
Equity securities, at cost |
21,203,393 |
5% |
4% |
||||
Mortgage loans |
16,277,981 |
4% |
3% |
||||
Real estate |
28,615,602 |
7% |
6% |
||||
Notes receivable |
12,672,175 |
3% |
3% |
||||
Policy loans |
5,692,565 |
1% |
1% |
||||
Short-term investments |
1,954,687 |
1% |
1% |
||||
Total investments |
$ |
399,902,716 |
100% |
84% |
The Company's investments are generally managed to match related insurance and policyholder liabilities. The comparison of investment return with insurance or investment product crediting rates establishes an interest spread. Interest crediting rates on adjustable rate policies have been reduced to their guaranteed minimum rates, and as such, cannot be lowered any further. Policy interest crediting rate changes and expense load changes become effective on an individual policy basis on the next policy anniversary. Therefore, it takes a full year from the time the change was determined for the full impact of such change to be realized. If interest rates decline in the future, the Company will not be able to lower rates and both net investment income and net income will be impacted negatively.
The Company’s total investments represented 88% and 84% of the Company’s total assets as of December 31, 2025 and 2024, respectively. Fixed maturities and equity securities consistently represented a substantial portion, 84%, of the total investments during 2025 and 2024, respectively. The overall investment mix, as a percentage of total investments, remained fairly consistent when comparing the respective investments held as of December 31, 2025 and 2024.
As of December 31, 2025, the carrying value of fixed maturity securities in default as to principal or interest was immaterial in the context of consolidated assets, shareholders’ equity or results from operations. To provide additional flexibility and liquidity, the Company has identified all fixed maturity securities as "investments available-for-sale". Investments available-for-sale are carried at market value, with changes in market value charged directly to the other comprehensive income component of shareholders' equity. Changes in the market value of available for sale securities resulted in net unrealized gains (losses) of approximately $1.6 million and $(222,000) as of December 31, 2025 and 2024, respectively. The variance in the net unrealized gains and losses is the result of normal market fluctuations mainly related to changes in interest rates in the marketplace.
Management continues to view the Company’s investment portfolio with utmost priority. Significant time has been spent internally researching the Company’s risk and communicating with outside investment advisors about the current investment environment and ways to ensure preservation of capital and mitigate losses. Management has put extensive efforts into evaluating the investment holdings. Additionally, members of the Company’s Board of Directors and investment committee have been solicited for advice and provided with information. Management reviews the Company’s entire portfolio on a security level basis to be sure all understand our holdings, potential risks and underlying credit supporting the investments. Management intends to continue its close monitoring of its bond holdings and other investments for possible deterioration or market condition changes. Future events may result in Management’s determination that certain current investment holdings may need to be sold which could result in gains or losses in future periods.
Liquidity
Liquidity provides the Company with the ability to meet on demand the cash commitments required by its business operations and financial obligations. The Company’s liquidity is primarily derived from cash balances, a portfolio of marketable securities and line of credit facilities. The Company has two principal needs for cash – the insurance company’s contractual obligations to policyholders and the payment of operating expenses.
Parent Company Liquidity
UTG is a holding company that has no day-to-day operations of its own. Cash flows from UTG’s insurance subsidiary, UG, are used to pay costs associated with maintaining the Company in good standing with states in which it does business and purchasing outstanding shares of UTG stock. UTG's cash flow is dependent on management fees received from its insurance subsidiary, stockholder dividends from its subsidiary and earnings received on cash balances. As of December 31, 2025 and 2024, substantially all of the consolidated shareholders’ equity represents net assets of its subsidiaries. In 2025 and 2024, the Parent company received no dividends from its insurance subsidiary. Certain restrictions exist on the payment of dividends from the insurance subsidiary to the Parent company. For further information regarding the restrictions on the payment of dividends by the insurance subsidiary, see Note 10 – Shareholders’ Equity in the Notes to the Consolidated Financial Statements. Although these restrictions exist, dividend availability from the insurance subsidiary has historically been sufficient to meet the cash flow needs of the Parent company.
Insurance Subsidiary Liquidity
Sources of cash flows for the insurance subsidiary primarily consist of premium and investment income. Cash outflows from operations include policy benefit payments, administrative expenses, taxes and dividends to the Parent company.
Short-Term Borrowings
During October of 2025, the Federal Home Loan Bank approved the renewal of UG’s Cash Management Advance Application (“CMA”). The CMA is a source of overnight liquidity utilized to address the day-to-day cash needs of a Company. The CMA gives the company the option of selecting a variable rate of interest for up to 90 days or a fixed rate for a maximum of 30 days. The variable rate CMA is prepayable at any time without a fee, while the fixed CMA is not prepayable prior to maturity. The Company has pledged bonds with a collateral lendable value of $21.8 million as of December 31, 2025. The Company has no outstanding borrowings on the CMA at December 31, 2025 nor had any borrowing activity during 2025.
Consolidated Liquidity
Cash used in operating activities was approximately $6.5 million and $1.6 million in 2025 and 2024, respectively. Sources of operating cash flows of the Company, as with most insurance entities, is comprised primarily of premiums received on life insurance products and income earned on investments. Uses of operating cash flows consist primarily of payments of benefits to policyholders and beneficiaries and operating expenses. The Company has not marketed any significant new products for several years. As such, premium revenues continue to decline with the exception of fluctuations in reinsurance premiums. Management anticipates future cash flows from operations to remain similar to historic trends.
During 2025, the Company’s investing activities used net cash of approximately $6.9 million and provided net cash of approximately $26.5 million in 2024. The Company recognized proceeds of approximately $36.0 million and $71.8 million from investments sold and matured in 2025 and 2024, respectively. The Company used approximately $(42.9) million and $(45.3) million to acquire investments during 2025 and 2024, respectively. The net cash provided by or used in investing activities is expected to vary from year to year depending on market conditions and management’s ability to find and negotiate favorable investment contracts.
Net cash used in financing activities was approximately $(1.3) million and $(20.9) million during 2025 and 2024, respectively. As of December 31, 2025 and 2024, the Company had $0 in debt outstanding with third parties.
The Company had cash and cash equivalents of approximately $30.5 million and $45.3 million as of December 31, 2025 and 2024, respectively. The Company has a portfolio of marketable fixed maturity securities that could be sold, if an unexpected event were to occur. These securities had a fair value of approximately $73.2 million and $76.5 million at December 31, 2025 and 2024, respectively. However, the strong cash flows from investing activities, investment maturities and the availability of the line of credit facilities make it unlikely that the Company would need to sell securities for liquidity purposes. See Note 2 – Investments in the Notes to the Consolidated Financial Statements for detailed disclosures regarding the Company’s investment portfolio.
Management believes the overall sources of liquidity available will be sufficient to satisfy its financial obligations.
Capital Resources
The Company’s capital structure consists of available short-term debt, long-term debt and shareholders’ equity. A complete analysis and description of the short-term and long-term debt issues available as of December 31, 2025 and 2024 are presented in Note 8 – Credit Arrangements in the Notes to the Consolidated Financial Statements.
The Company had $0 of debt outstanding as of December 31, 2025 and 2024, respectively.
The NAIC's risk-based capital requirements require insurance companies to calculate and report information under a risk-based capital formula. The risk-based capital (RBC) formula measures the adequacy of statutory capital and surplus in relation to investment and insurance risks such as asset quality, mortality and morbidity, asset and liability matching and other business factors. The RBC formula is used by state insurance regulators as an early warning tool to identify, for the purpose of initiating regulatory action, insurance companies that potentially are inadequately capitalized.
At December 31, 2025, UG has a ratio of approximately 5.06, which is 506% of the authorized control level. Accordingly, the Company meets the RBC requirements.
The Board of Directors of UTG has authorized the repurchase in the open market or in privately negotiated transactions of UTG’s common stock. At a meeting of the Board of Directors in March of 2025, the Board of Directors of UTG authorized the repurchase of up to an additional $2 million of UTG’s common stock, for a total repurchase of $26 million of UTG’s common stock in the open market or in privately negotiated transactions since inception of the program. Company Management has broad authority to operate the program, including the discretion of whether to purchase shares and the ability to suspend or terminate the program. Open market purchases are made based on the last available market price but may be limited. During 2025, the Company repurchased 18,449 shares through the stock repurchase program for $782,812. Through December 31, 2025, UTG has spent $21,622,367 in the acquisition of 1,399,269 shares under this program.
Total shareholders’ equity was approximately $232.7 million and $216.8 million as of December 31, 2025 and 2024, respectively. Total shareholders' equity increased approximately 7% in 2025 as compared to 2024. The increase is primarily attributable to net income from operations. As of December 31, 2025 and 2024, the Company reported accumulated other comprehensive income of approximately $1.9 million and $2.6 million, respectively.
New Accounting Pronouncements
See Note 1 – Summary of Significant Account Policies in the Notes to the Consolidated Financial Statements for information regarding new accounting pronouncements.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements, financing activities or other relationships with unconsolidated entities or other persons.
Contractual Obligations
As a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and Item 10(f)(1) of Regulation S-K, the Company has elected to comply with certain scaled disclosure reporting obligations, and therefore does not have to provide the information required by this item.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and Item 10(f)(1) of Regulation S-K, the Company has elected to comply with certain scaled disclosure reporting obligations, and therefore does not have to provide the information required by this item.
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
Page No. |
|
UTG, Inc. and Consolidated Subsidiaries |
|
Report of Independent Registered Public Accounting Firm (PCAOB ID #) |
21 |
Consolidated Balance Sheets |
25 |
Consolidated Statements of Operations |
26 |
Consolidated Statements of Comprehensive Income |
27 |
Consolidated Statements of Shareholders’ Equity |
28 |
Consolidated Statements of Cash Flows |
29 |
Notes to Consolidated Financial Statements |
30 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and
Shareholders of UTG, Inc. and Subsidiaries
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of UTG, Inc. and Subsidiaries (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Change in Accounting Principle
As discussed in Note 1 and 17 to the consolidated financial statements, the Company has changed its method of accounting for the liability for future policy benefits effective December 31, 2025, with a transition date of January 1, 2024, due to the adoption of Accounting Standard Update No. 2018-12, Financial Services – Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts (ASU No. 2018-12).
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Classification, Valuation and Disclosure of Investments in Equity Securities – Refer to Notes 1 and 3
Critical Audit Matter Description
The Company invests in numerous equity securities including common stocks, limited partnerships and limited liability companies that are not publicly traded and may not have readily determinable fair values. These investments require a detailed analysis of the type of investment on an investment by investment basis to determine the appropriate classification of the investment as to whether the investment should be reported using the cost basis, the equity method or whether the investment should be reported at fair value based on the accounting literature. Since these investments are not publicly traded, the Company employs various methods in determining the appropriate valuation of the investments reported at fair value. These methods at times include utilizing industry specialists in assisting them in determining the fair value method and at other times, management is able to utilize the practical expedient of net asset value when the investment is an investment company. These methods at times depend on key inputs and assumptions crucial to determining fair value that may not be observable requiring managerial judgment and estimation. Last, the disclosure of this information in the Company’s financial statements can be challenging to management due to the volume of data and information needed to appropriately provide the necessary and generally accepted information for a reader to understand the classification and valuation decisions made by management.
The audit of these equity investments requires a substantial amount of time and effort in order to obtain the necessary audit evidence and opine on management’s classification, valuation and disclosure of the investments.
How the Critical Audit Matter was Addressed in the Audit
Our audit procedures related to the equity investments that are not publicly traded included the following procedures, among others:
• |
We gained an understanding of the processes and procedures utilized by management to classify these investments and determine their values |
• |
We obtained documentation supporting the investments including purchase agreements, partnership agreements and limited liability company operating agreements as appropriate for each investment |
• |
We discussed and documented management’s determination of the classification of each investment as to cost method, equity method or fair value, including at times whether management asserted significant influence over operations of the investment |
• |
We obtained confirmation of the investment from investment entity personnel, and if appropriate, audited financial statements of the investment entity |
• |
We obtained and discussed valuation information from industry specialists when appropriate and when utilized by management in determining the fair value of an equity investment and considered and evaluated the valuation information provided by the specialist in concluding on the fair value estimated by management for financial reporting |
• |
For a selection of equity investments, we recalculated the Company’s valuation based on information obtained via confirmation, agreements, audited financial statements and/or valuation specialists |
We obtained and accumulated detailed information on the investments provided by management for disclosure of these investments in the financial statements and agreed this information to the documents obtained as a part of our audit procedures for purposes of classification and valuation
Future Policy Benefits – Refer to Note 1
Critical Audit Matter Description
Future Policy Benefits – Refer to Notes 1 and 6
Critical Audit Matter Description
Liabilities for amounts payable under the Company’s life insurance products are recorded as future policy benefits liabilities. Liabilities for nonparticipating traditional and limited-payment contracts are established based on the present value of estimated future benefit payments, less the present value of future net premiums. Management applies considerable judgment in developing the assumptions based on expectations of future economic conditions and policyholder behavior. These assumptions include policyholder mortality, persistency, investment yields and discount rates, among other necessary assumptions. Liabilities for participating life contracts are established based on actuarial assumptions at the time policies are issued, or in the case of contracts acquired by purchase, at the purchase date. These liabilities include assumptions as to investment yields, mortality, withdrawals, and other assumptions based on the life insurance subsidiary’s experience adjusted to reflect anticipated trends and to include provisions for possible unfavorable deviations. For nonparticipating traditional and limited-payment contracts, assumptions are periodically reviewed and updated, if necessary, with the changes in assumptions impacting the resulting liability and earnings of the Company. Further, these contracts are discounted to present value based on the current upper-medium grade fixed income instrument yield which further impacts the resulting liability and overall comprehensive income of the Company. The Company’s future policy benefits liability was $ 114.4 million as of December 31, 2025.
The audit of future policy benefits requires the utilization of an actuarial specialist when considering the complex methods, assumptions and models management utilizes in determining the value of these liabilities. Management hires a third-party actuarial consulting firm to determine the valuation of their future policy benefits.
How the Critical Audit Matter was Addressed in the Audit
Our audit procedures related to the liability for future policy benefits included the following procedures, among others:
• |
We gained an understanding of the processes utilized and controls implemented in determining the valuation of future policy benefits |
• |
We tested the underlying data of the life insurance products that are used by management in developing the valuation and the completeness and accuracy of the data |
• |
We performed various analytical procedures |
• |
We gained an understanding of the qualifications, independence and experience of management’s actuarial firm consultants |
• |
We obtained and understanding of the processes and procedures utilized by the actuarial consultants in determining the valuation of the future policy benefits |
• |
We obtained output reports of the valuation of the future policy benefits and tested data from the reports in comparison to data tested of the life insurance products |
• |
We evaluated the significant assumptions utilized by the actuarial consultants through discussions with the actuarial consultants and to third party sources, when appropriate |
We have served as the Company’s auditor since 2023.
/s/ Kerber, Eck & Braeckel LLP
March 23, 2026
UTG, Inc.
Consolidated Balance Sheets
As of December 31, 2025 and 2024
ASSETS |
||||||||
2025 |
2024 |
|||||||
(as restated) |
||||||||
Investments: |
||||||||
Investments available for sale: |
||||||||
Fixed maturities, at fair value (amortized cost $ |
$ |
$ |
||||||
Held to maturity redeemable preferred stock, at amortized cost |
||||||||
Equity securities, at fair value (cost $ |
||||||||
Equity securities, at cost |
||||||||
Mortgage loans on real estate at amortized cost (net of credit loss reserve of $ |
||||||||
Investment real estate, net |
||||||||
Notes receivable (net of credit loss reserve of $ |
||||||||
Policy loans |
||||||||
Short-term investments |
||||||||
Total investments |
||||||||
Cash and cash equivalents |
||||||||
Accrued investment income |
||||||||
Reinsurance receivables: |
||||||||
Future policy benefits |
||||||||
Policy claims and other benefits |
||||||||
Cost of insurance acquired |
||||||||
Income taxes receivable |
||||||||
Other assets |
||||||||
Total assets |
$ |
$ |
||||||
LIABILITIES AND SHAREHOLDERS' EQUITY |
||||||||
Policy liabilities and accruals: |
||||||||
Future policy benefits |
$ |
$ |
||||||
Policyholder account balances |
||||||||
Policy claims and benefits payable |
||||||||
Other policyholder funds |
||||||||
Dividend and endowment accumulations |
||||||||
Deferred income taxes |
||||||||
Other liabilities |
||||||||
Total liabilities |
||||||||
Shareholders' equity: |
||||||||
Common stock - |
||||||||
and outstanding |
||||||||
Additional paid-in capital |
||||||||
Retained earnings |
||||||||
Accumulated other comprehensive income |
||||||||
Total UTG shareholders' equity |
||||||||
Noncontrolling interest |
||||||||
Total shareholders' equity |
||||||||
Total liabilities and shareholders' equity |
$ |
$ |
||||||
See accompanying notes.
UTG, Inc.
Consolidated Statements of Operations
For the Years Ended December 31, 2025 and 2024
2025 |
2024 |
|||||||
(as restated) |
||||||||
Revenue: |
||||||||
Premiums and policy fees |
$ |
$ |
||||||
Ceded reinsurance premiums and policy fees |
( |
) |
( |
) |
||||
Net investment income |
||||||||
Other income |
||||||||
Revenues before net investment gains (losses) |
||||||||
Net investment gains (losses): |
||||||||
Other-than-temporary impairments |
( |
) |
( |
) |
||||
Other realized investment gains, net |
||||||||
Change in fair value of equity securities |
||||||||
Total net investment gains |
||||||||
Total revenues |
||||||||
Benefits and other expenses: |
||||||||
Benefits, claims and settlement expenses: |
||||||||
Life |
||||||||
Ceded reinsurance benefits and claims |
( |
) |
( |
) |
||||
Annuity |
||||||||
Dividends to policyholders |
||||||||
Commissions |
( |
) |
( |
) |
||||
Amortization of cost of insurance acquired |
||||||||
Operating expenses |
||||||||
Interest expense |
||||||||
Total benefits and other expenses |
||||||||
Income before income taxes |
||||||||
Income tax expense |
||||||||
Net income |
||||||||
Net income attributable to noncontrolling interest |
( |
) |
( |
) |
||||
Net income attributable to common shareholders |
$ |
$ |
||||||
Amounts attributable to common shareholders: |
||||||||
Basic income per share |
$ |
$ |
||||||
Diluted income per share |
$ |
$ |
||||||
Basic weighted average shares outstanding |
||||||||
Diluted weighted average shares outstanding |
||||||||
See accompanying notes.
UTG, Inc.
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2025 and 2024
2025 |
2024 |
|||||||
(as restated) |
||||||||
Net income |
$ |
$ |
||||||
Other comprehensive income (loss): |
||||||||
Unrealized holding gains (losses) arising during period, pre-tax |
( |
) |
||||||
Tax (expense) benefit on unrealized holding gains (losses) arising during the period |
( |
) |
||||||
Unrealized holding gains (losses) arising during period, net of tax |
( |
) |
||||||
Remeasurement gains (losses) on future policy benefits during period, pre-tax |
( |
) |
||||||
Tax (expense) benefit on remeasurement gains (losses) on future policy benefits during the period |
( |
) |
||||||
Remeasurement gains (losses) on future policy benefits during period, net of tax |
( |
) |
||||||
Subtotal: Other comprehensive income (loss), net of tax |
( |
) |
||||||
Comprehensive income |
||||||||
Less comprehensive income attributable to noncontrolling interests |
( |
) |
( |
) |
||||
Comprehensive income attributable to UTG, Inc. |
$ |
$ |
||||||
See accompanying notes.
UTG, Inc.
Consolidated Statements of Shareholders’ Equity
Year ended December 31, 2025 |
Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Noncontrolling Interest |
Total Shareholders' Equity |
||||||||||||||||||
Balance at January 1, 2025 |
$ |
|||||||||||||||||||||||
Common stock issued during year |
||||||||||||||||||||||||
Treasury shares acquired and retired |
( |
) |
( |
) |
( |
) |
||||||||||||||||||
Stock-based compensation expense |
||||||||||||||||||||||||
Net income attributable to common shareholders |
||||||||||||||||||||||||
Other comprehensive loss |
( |
) |
( |
) |
||||||||||||||||||||
Distributions |
( |
) |
( |
) |
||||||||||||||||||||
Gain attributable to noncontrolling interest |
||||||||||||||||||||||||
Balance at December 31, 2025 |
$ |
|||||||||||||||||||||||
Year ended December 31, 2024 (as restated) |
Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Noncontrolling Interest |
Total Shareholders' Equity |
||||||||||||||||||
Balance at January 1, 2024 |
$ |
( |
) |
|||||||||||||||||||||
LDTI reserve implementation |
||||||||||||||||||||||||
Balance at January 1, 2024, as restated |
||||||||||||||||||||||||
Common stock issued during year |
||||||||||||||||||||||||
Treasury shares acquired and retired |
( |
) |
( |
) |
( |
) |
||||||||||||||||||
Net income attributable to common shareholders |
||||||||||||||||||||||||
Other comprehensive income |
||||||||||||||||||||||||
Distributions |
( |
) |
( |
) |
||||||||||||||||||||
Gain attributable to noncontrolling interest |
||||||||||||||||||||||||
Balance at December 31, 2024 |
$ |
|||||||||||||||||||||||
See accompanying notes.
UTG, Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2025 and 2024
2025 |
2024 |
|||||||
(as restated) |
||||||||
Cash flows from operating activities: |
||||||||
Net income |
$ |
$ |
||||||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
Amortization (accretion) of investments |
( |
) |
||||||
Other-than-temporary impairments |
||||||||
Realized investment gains, net |
( |
) |
( |
) |
||||
Change in fair value of equity securities |
( |
) |
( |
) |
||||
Change in allowance from credit losses |
( |
) |
( |
) |
||||
Amortization of cost of insurance acquired |
||||||||
Provision for deferred income tax expense |
||||||||
Depreciation and depletion |
||||||||
Stock-based compensation |
||||||||
Charges for mortality and administration of universal life and annuity products |
( |
) |
( |
) |
||||
Interest credited to account balances |
||||||||
Change in accrued investment income |
||||||||
Change in reinsurance receivables |
||||||||
Change in policy liabilities and accruals |
( |
) |
( |
) |
||||
Change in income taxes receivable |
||||||||
Change in other assets and liabilities, net |
( |
) |
||||||
Net cash used in operating activities |
( |
) |
( |
) |
||||
Cash flows from investing activities: |
||||||||
Proceeds from investments sold and matured: |
||||||||
Fixed maturities available for sale |
||||||||
Equity securities |
||||||||
Trading securities |
||||||||
Mortgage loans |
||||||||
Real estate |
||||||||
Notes receivable |
||||||||
Policy loans |
||||||||
Short-term investments |
||||||||
Total proceeds from investments sold and matured |
||||||||
Cost of investments acquired: |
||||||||
Fixed maturities available for sale |
( |
) |
( |
) |
||||
Equity securities |
( |
) |
( |
) |
||||
Trading securities |
( |
) |
||||||
Mortgage loans |
( |
) |
( |
) |
||||
Real estate |
( |
) |
( |
) |
||||
Notes receivable |
( |
) |
( |
) |
||||
Policy loans |
( |
) |
( |
) |
||||
Short-term investments |
( |
) |
( |
) |
||||
Total cost of investments acquired |
( |
) |
( |
) |
||||
Net cash provided by investing activities |
( |
) |
||||||
Cash flows from financing activities: |
||||||||
Policyholder contract deposits |
||||||||
Policyholder contract withdrawals |
( |
) |
( |
) |
||||
Payments of principal on notes payable/line of credit |
( |
) |
||||||
Purchase of treasury stock |
( |
) |
( |
) |
||||
Noncontrolling (distributions) of consolidated subsidiary |
( |
) |
( |
) |
||||
Net cash used in financing activities |
( |
) |
( |
) |
||||
Net increase (decrease) in cash and cash equivalents |
( |
) |
||||||
Cash and cash equivalents at beginning of year |
||||||||
Cash and cash equivalents at end of year |
$ |
$ |
||||||
See accompanying notes.
UTG, Inc.
Notes to Consolidated Financial Statements
Note 1 – Summary of Significant Accounting Policies
Business – UTG, Inc. is an insurance holding company. The Company’s dominant business is individual life insurance, which includes the servicing of existing insurance in-force and the acquisition of other companies in the life insurance business. UTG and its subsidiaries are collectively referred to as the “Company”.
This document at times will refer to the Registrant’s largest shareholder, Mr. Jesse T. Correll and certain companies controlled by Mr. Correll. Mr. Correll holds a majority ownership of First Southern Funding, LLC (“FSF”), a Kentucky corporation, and First Southern Bancorp, Inc. (“FSBI”), a financial services holding company. FSBI operates through its 95 % indirectly owned subsidiary bank, First Southern National Bank (“FSNB”). Banking activities are conducted through multiple locations within south-central and western Kentucky. Mr. Correll is Chief Executive Officer, President, and Chairman of the Board of Directors of UTG and is currently UTG’s largest shareholder through his ownership control of FSF, FSBI and affiliates. At December 31, 2025, Mr. Correll owns or controls directly and indirectly approximately 69 % of UTG’s outstanding stock.
UTG’s life insurance subsidiary has several wholly-owned and majority-owned subsidiaries. The subsidiaries were formed to hold certain real estate and other investments. The investments were placed into the limited liability companies and partnerships to provide additional protection to the policyholders and to UG.
Basis of Presentation – The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), under guidance issued by the Financial Accounting Standards Board (“FASB”). The preparation of financial statements in accordance with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Principles of Consolidation – The accompanying consolidated financial statements include the accounts of the Registrant and its wholly and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated during consolidation.
Financial Information about Segments - The Financial Accounting Standards Board (“FASB”) guidance requires a “management approach” in the presentation of business segments based on how management internally evaluates the operating performance of business units. The Company has evaluated our operations and has determined there is not definitive segregation between corporate and insurance operations or between life and annuity operations. Therefore, the Company reports only consolidated operations.
Investments – The Company reports its investments as follows:
Investments in Fixed Maturity Securities – The Company classifies its investments in fixed maturity securities on the acquisition date and at each balance sheet date. Securities classified as held-to-maturity consist of redeemable preferred stock, and are carried at amortized cost, reflecting the ability and intent to hold the securities to maturity. Securities classified as available-for-sale consist of bonds and are carried at fair value with unrealized gains and losses, net of deferred taxes, reflected directly in accumulated other comprehensive income. Premiums and discounts on debt securities purchased at other than par value are amortized and accreted, respectively, to interest income in the Consolidated Statements of Operations, using the constant yield method over the period to maturity. The Company has an evaluation process in place to monitor fixed maturity securities available for sale for credit loss. See Note 2 - Investments for further disclosure of the allowance for credit loss (“ACL”).
Equity Securities at Fair Value – Investments in equity securities, which include common and perpetual preferred stocks, are reported at fair value with unrealized gains and losses reported as a component of net income (loss).
Equity Securities at Cost – These investments are reported at their cost basis, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
Mortgage Loans on Real Estate – Mortgage loans on real estate are reported at their unpaid principal balances, adjusted for amortization of premium or discount and valuation allowances. Valuation allowances are established for impaired loans when it is probable that contractual principal and interest will not be collected. The Company recognizes an ACL in earnings at time of purchase or origination based on expected lifetime credit loss on mortgage loans carried at amortized cost, in an amount that represents the portion of the amortized cost basis of such financing receivables, that the Company does not expect to collect, resulting in mortgage loans being presented at the net amount expected to be collected. See Note 2 - Investments for further discussion of the ACL.
Investment Real Estate – Real estate held-for-investment is stated at cost less accumulated depreciation. Depreciation is computed on a straight-line-basis for financial reporting purposes using estimated useful lives of 3 to 30 years . Real estate for which the Company commits to a plan to sell within one year and actively markets in its current condition, for a reasonable price, in comparison to its estimated fair value, is classified as held-for-sale. Real estate held-for-sale is stated at lower of depreciated cost or estimated fair value less expected disposition costs and is not depreciated. At December 31, 2025 and 2024, the Company did not hold any investment real estate held-for-sale.
Notes Receivable – Notes receivable are reported at their unpaid principal balances, adjusted for valuation allowances. Valuation allowances are established for impaired loans when it is probable that contractual principal and interest will not be collected. Interest accruals are analyzed based on the likelihood of repayment. The Company does not utilize a specified number of days delinquent to cause an automatic non-accrual status. The Company recognizes an ACL in earnings at time of purchase or origination based on expected lifetime credit loss on notes receivable carried at amortized cost, in an amount that represents the portion of the amortized cost basis of such financing receivables, that the Company does not expect to collect, resulting in notes receivable being presented at the net amount expected to be collected. See Note 2 - Investments for further discussion of the ACL.
Policy Loans – Policy loans are reported at their unpaid balances, including accumulated interest, but not in excess of the cash surrender value of the related policy.
Short-Term Investments – Short-term investments have remaining maturities exceeding three months and under 12 months at the time of purchase and are stated at amortized cost, which approximates fair value.
Gains and Losses – Realized gains and losses include sales of investments and investment impairments. If any, other-than-temporary impairments in fair value are recognized in net income on the specific identification basis.
Fair Value – Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Subsequent to initial recognition, fair values are based on unadjusted quoted prices for identical assets or liabilities in active markets that are readily and regularly obtainable. When such unadjusted quoted prices are not available, estimated fair values are based on quoted prices in markets that are not active, quoted prices for similar but not identical assets or liabilities, or other observable inputs. If these inputs are not available, or observable inputs are not determinable, unobservable inputs and/or adjustments to observable inputs requiring significant management judgment are used to determine the estimated fair value of assets and liabilities. These unobservable inputs can be based on Management’s judgment, assumptions or estimation and may not be observable in market activity. Unobservable inputs are based on Management’s assumptions about the inputs market participants would use in pricing the assets. For more specific information regarding the Company’s measurements and procedures in valuing financial instruments, see Note 3 – Fair Value Measurements.
Cash Equivalents – Cash equivalents consist of money market accounts and investments with maturities of three months or less when purchased.
Cash – Cash consists of balances on hand and on deposit in banks and financial institutions.
Reinsurance - In the normal course of business, the Company seeks to limit its exposure to loss on any single insured and to recover a portion of benefits paid by ceding reinsurance to other insurance enterprises or reinsurers under excess coverage and coinsurance contracts. The Company retains a maximum of $125,000 of coverage per individual life.
Reinsurance receivables are recognized in a manner consistent with the liabilities relating to the underlying reinsurance contracts. The cost of reinsurance related to long-duration contracts is accounted for over the life of the underlying reinsured policies using assumptions consistent with those used to account for the underlying policies. In the event that reinsurers do not meet their obligations to the Company under the terms of the reinsurance agreements, or when events or changes in circumstances indicate that its carrying amount may not be recoverable, reinsurance recoverable balances could become uncollectible. In such instances, reinsurance recoverable balances are stated net of allowances for uncollectible reinsurance, consistent with the credit loss guidance which requires recording an allowance for credit loss (“ACL”). See Note 4 - Reinsurance for additional information.
Cost of Insurance Acquired - When an insurance company is acquired, the Company assigns a portion of its cost to the right to receive future cash flows from insurance contracts existing at the date of the acquisition. The cost of policies purchased represents the actuarially determined present value of the projected future profits from the acquired policies. Cost of insurance acquired is amortized with interest in relation to expected future profits, including direct charge-offs for any excess of the unamortized asset over the projected future profits. The amortization is adjusted retrospectively when estimates of current or future gross profits to be realized from a group of products are revised.
Future Policy Benefits - Our liability for future policy benefits is primarily comprised of the present value of estimated future payments to or on behalf of policyholders, where the timing and amount of payment depends on policyholder mortality or morbidity, less the present value of future net premiums. Estimating liabilities for insurance contracts requires management to make various assumptions, including policyholder persistency, mortality rates, investment yields, discretionary benefit increases, new business pricing and operating expense levels.
For life insurance products, expected mortality and morbidity is generally based on the Company’s expectations, historical experience or standard industry tables. Interest rate assumptions are based on factors such as market conditions and expected investment returns. Since many of these factors are interdependent and subject to volatility during the long-duration contract period, substantial judgment is required. Actual experience may emerge differently from that previously estimated.
For long-duration insurance contracts, reserves for non-participating traditional and limited payment contracts are generally equal to the present value of expected future policy benefits less the present value of expected net premiums. Contracts are grouped into cohorts. For UG, these cohorts consist of a premium paying cohort and a limited pay cohort. Given a material amount of these policies are associated with an acquisition that occurred in 2006, this acquisition date was assumed to be the “issue year” for our cohort purposes. Thus, only two cohorts exist. An interest accretion rate is determined for an identified cohort and remains unchanged after the issue year.
Reserves for participating life insurance contracts remained unchanged from prior years and continue to hold the reserve consistent with historical.
The Company reviews and updates, if necessary, assumptions used to measure cash flows for the liability for future policy benefits during the third quarter of each year, or more frequently if evidence suggests that assumptions should be revised. Actual cash flows are grouped into the applicable cohort for this liability for future policy benefits calculation. A change in the liability for future policy benefits as a result of updating cash flow assumptions is recognized in net income.
Discount rate assumptions are prescribed as the current upper-medium grade (low credit risk) fixed income instrument yield. If the discount rate is updated at any reporting date, the impact of the discount rate update is recognized in accumulated other comprehensive income (loss).
For limited-payment products, gross premiums received in excess of net premiums are deferred at initial recognition as a deferred profit liability (DPL). Gross premiums are measured using assumptions consistent with those used in the measurement of the liability for future policy benefits, including discount rate, mortality and lapses, and expenses.
The DPL is amortized in proportion to insurance in force for life insurance contracts. Interest is accreted on the balance of the DPL using the discount rate determined at contract issuance. The Company reviews and updates its estimates of cashflows for the DPL at the same time as the estimates of cash flows for the liability for future policy benefits. When cash flows are updated, the updated estimates are used to recalculate the DPL at contract issuance.
On the balance sheet, DPL is recorded as a component of the liability for future policy benefits.
Policy Claims and Benefits Payable - Policy and contract claims include provisions for reported claims in process of settlement, valued in accordance with the terms of the policies and contracts, as well as provisions for claims incurred and unreported. The estimate of incurred and unreported claims is based on prior experience. The Company makes an estimate after careful evaluation of all information available to the Company. There is no certainty the stated liability for policy claims and benefits payable, including the estimate for incurred but unreported claims, will be the Company’s ultimate obligation.
Income Taxes – Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax impact attributable to differences between the financial statement book values and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. More information concerning income taxes is provided in Note 7 – Income Taxes.
Earnings Per Share – The objective of both basic earnings per share (“EPS”) and diluted EPS is to measure the performance of an entity over the reporting period. The Company presents basic and diluted EPS on the face of the Consolidated Statements of Operations. Basic EPS is computed by dividing income available to common shareholders by the weighted average common shares outstanding for the period. Diluted EPS is calculated by adding to shares outstanding the additional net effect of potentially dilutive securities or contracts, such as stock options, which could be exercised or converted into common shares.
Recognition of Revenues and Related Expenses - Premiums for traditional life insurance products, which include those products with fixed and guaranteed premiums and benefits, consist principally of whole life insurance policies, and certain annuities with life contingencies are recognized as revenues when due. Limited payment life insurance policies defer gross premiums received in excess of net premiums, which is then recognized in income in a constant relationship with insurance in-force. Accident and health insurance premiums are recognized as revenue pro rata over the terms of the policies. Benefits and related expenses associated with the premiums earned are charged to expense proportionately over the lives of the policies through a provision for future policy benefit liabilities and through deferral and amortization of deferred policy acquisition costs. For universal life and investment products, generally there is no requirement for payment of premium other than to maintain account values at a level sufficient to pay mortality and expense charges. Consequently, premiums for universal life policies and investment products are not reported as revenue, but as deposits. Policy fee revenue for universal life policies and investment products consists of charges for the cost of insurance and policy administration fees assessed during the period. Expenses include interest credited to policy account balances and benefit claims incurred in excess of policy account balances.
Recently Issued Accounting Standards
ASUs not listed below were assessed and either determined to be not applicable or are not expected to have a material impact on the Company’s consolidated financial statements or disclosures. ASUs issued but not yet adopted as of December 31, 2025 that are currently being assessed and may or may not have a material impact on the Company’s consolidated financial statements or disclosures are disclosed below:
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. Specifically, they will be required to: Disclose the amounts of (a) purchases of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption. Include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements. Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026. Accounting Standards Update No. 2025-01 amended the effective date of ASU No. 2024-03 to clarify that all public entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods after December 15, 2027. The Company is evaluating the impact of the guidance on its consolidated financial statements.
The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Amendments in this update require that public business entities, on an annual basis: (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. In addition, the amendments in this update require that all entities disclose on an annual basis the following information about income taxes: (1) the amounts of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and (2) the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5% of total income taxes paid (net of refunds received). ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024. The Company has implemented this guidance on its consolidated financial statements as of December 31, 2025. The implementation of this guidance did not have a material impact on the Company’s financial condition or results of operations. See Note 7 – Income Taxes.
The FASB issued Accounting Standards Update No. 2022-05, Financial Services-Insurance (Topic 944): Transition for Sold Contracts. ASU 2022-05 amends transition guidance in ASU No. 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts (LDTI), for contracts that have been derecognized because of a sale or disposal of individual or a group of contracts or legal entities before the LDTI effective date. This ASU amends the LDTI transition guidance to allow an insurance entity to make an accounting policy election to exclude certain contracts or legal entities from applying the LDTI guidance when, as of the LDTI effective date, (a) the insurance contracts have been derecognized because of a sale or disposal and (b) the insurance entity has no significant continuing involvement with the derecognized contracts. See below for further analysis regarding ASU No. 2018-12.
The FASB issued Accounting Standards Update No. 2018-12, Financial Services-Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts or ASU 2018-12. ASU 2018-12 significantly changes how insurers account for long-duration insurance contracts. The new guidance will require insurers to review and update, if necessary, the assumptions used to measure insurance liabilities periodically, rather than retain assumptions used at contract inception. The updated guidance also changes the recognition and measurement of deferred acquisition costs (DAC) and created a new category of benefit features called market risk benefits (MRB) that will be measured at fair value. The guidance also significantly expands the disclosure requirements for long-duration contracts. The ASU was originally effective for fiscal years, and interim periods within those years, for years beginning after December 15, 2020, and early adoption is permitted. The guidance on measuring the liabilities for future policy benefits and DAC will be adopted on a modified retrospective basis as of the earliest period presented in the year of adoption. The guidance on MRB will be adopted on a retrospective basis as of the earliest period presented in the year of adoption. In November of 2019, the FASB issued ASU 2019-09, which delayed the effective date of ASU 2018-12 to fiscal years beginning after December 15, 2024, for smaller reporting companies. The Company implemented this ASU in 2025. See Note 17 – Adoption of Accounting Standards for the impact to these financial statements from this implementation.
Reclassifications - Certain reclassifications have been made to the 2024 Consolidated Financial Statements to make them comparable to the current year Consolidated Financial Statements. The Company has elected to reclassify certain investments on the Consolidated Balance Sheets and related footnotes for prior periods to conform with the presentation in the fiscal year ended December 31, 2025 Consolidated Financial Statements.
Subsequent Events - Management has evaluated subsequent events for recognition and disclosure in the consolidated financial statements through the date the consolidated financial statements were available to be issued. The Company did not identify any subsequent events requiring recognition or disclosure.
Note 2 – Investments
Investment Risks and Uncertainties
Investments are exposed to the following primary sources of risk: credit, interest rate, liquidity, market valuation, currency and real estate risk. The financial statement risks, stemming from such investment risks, are those associated with the determination of estimated fair values, the diminished ability to sell certain investments in times of strained market conditions, the recognition of allowance for credit losses (“ACL”) and impairments, and the recognition of income on certain investments. The use of different methodologies, assumptions and inputs relating to these financial statement risks may have a material effect on the amounts presented within the Consolidated Financial Statements.
The determination of ACL and impairments is highly subjective and is based upon quarterly evaluations and assessments of known and inherent risks associated with the respective asset class. Such evaluations and assessments are revised as conditions change and new information becomes available.
Investment in Fixed Maturity Securities
The Company’s insurance subsidiary is regulated by insurance statutes and regulations as to the type of investments they are permitted to make, and the amount of funds that may be used for any one type of investment.
Investments in fixed maturity securities are summarized by type as follows for the years ended December 31:
2025 |
Original or Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Fair Value |
||||||||||||
Fixed maturities, at fair value |
||||||||||||||||
U.S. Government and govt. agencies and authorities |
$ |
$ |
$ |
( |
) |
$ |
||||||||||
U.S. special revenue and assessments |
( |
) |
||||||||||||||
All other corporate bonds |
( |
) |
||||||||||||||
Total fixed maturities, at fair value |
$ |
$ |
$ |
( |
) |
$ |
||||||||||
2024 |
Original or Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Fair Value |
||||||||||||
Fixed maturities, at fair value |
||||||||||||||||
U.S. Government and govt. agencies and authorities |
$ |
$ |
$ |
( |
) |
$ |
||||||||||
U.S. special revenue and assessments |
( |
) |
||||||||||||||
All other corporate bonds |
( |
) |
||||||||||||||
Total fixed maturities, at fair value |
$ |
$ |
$ |
( |
) |
$ |
||||||||||
Held to maturity redeemable preferred stock, at amortized cost |
$ |
$ |
$ |
$ |
||||||||||||
The amortized cost and estimated fair value of fixed maturity securities at December 31, 2025, by contractual maturity date, is shown below.
Fixed Maturity Securities December 31, 2025 |
Amortized Cost |
Estimated Fair Value |
||||||
Due in one year or less |
$ |
$ |
||||||
Due after one year through five years |
||||||||
Due after five years through ten years |
||||||||
Due after ten years |
||||||||
Total |
$ |
$ |
||||||
Actual maturities may differ from contractual maturities due to the exercise of call or prepayment options.
By insurance statute, the majority of the Company’s investment portfolio is invested in investment grade securities to provide ample protection for policyholders.
Below investment grade debt securities generally provide higher yields and involve greater risks than investment grade debt securities because their issuers typically are more highly leveraged and more vulnerable to adverse economic conditions than investment grade issuers. In addition, the trading market for these securities is usually more limited than for investment grade debt securities. Debt securities classified as below-investment grade are those that receive a Standard & Poor’s rating of BB+ or below
The Company held below investment grade investments with an estimated market value of $0
The following table presents the estimated fair value and gross unrealized losses of fixed maturity securities in an unrealized loss position as of December 31:
2025 |
Less than 12 months |
12 months or longer |
Total |
|||||||||||||||||||||
Estimated fair value |
Unrealized losses |
Estimated fair value |
Unrealized losses |
Estimated fair value |
Unrealized losses |
|||||||||||||||||||
U.S. Government and govt. agencies and authorities |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
|||||||||||||||
U.S. special revenue and assessments |
( |
) |
( |
) |
||||||||||||||||||||
All other corporate bonds |
( |
) |
( |
) |
||||||||||||||||||||
Total fixed maturities |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
|||||||||||||||
2024 |
Less than 12 months |
12 months or longer |
Total |
|||||||||||||||||||||
Estimated fair value |
Unrealized losses |
Estimated fair value |
Unrealized losses |
Estimated fair value |
Unrealized losses |
|||||||||||||||||||
U.S. Government and govt. agencies and authorities |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
|||||||||||||||
U.S. special revenue and assessments |
( |
) |
( |
) |
||||||||||||||||||||
All other corporate bonds |
( |
) |
( |
) |
( |
) |
||||||||||||||||||
Total fixed maturities |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) |
|||||||||||||||
The following table provides additional information regarding the number of securities that were in an unrealized loss position for greater than or less than twelve months:
Less than 12 months |
12 months or longer |
Total |
|||
As of December 31, 2025 |
|||||
Fixed maturities |
|||||
As of December 31, 2024 |
|||||
Fixed maturities |
Allowance for Credit Loss - Available for Sale Securities
Management considers a wide range of factors about the security issuer and uses its best judgment in evaluating the cause of the decline in the estimated fair value of the security and in assessing the prospects for near-term recovery. Inherent in management’s evaluation of the security are assumptions and estimates about the operations of the issuer and its future earnings potential. Considerations used in the credit loss evaluation process include, but are not limited to: (1) the extent to which the estimated fair value has been below amortized cost, (2) adverse conditions specifically related to a security, an industry sector, adverse change in the financial condition of the issuer of the security, (3) payment structure of the security and likelihood of the issuer being able to make payments, (4) failure of the issuer to make scheduled interest and principal payments, (5) whether the issuer, or series of issuers or an industry has suffered a catastrophic loss or has exhausted natural resources, (6) whether the Company has the intent to sell or will more likely than not be required to sell a particular security before the decline in estimated fair value below amortized cost recovers, (7) changes in the rating of the security by a rating agency, and (8) other subjective factors.
Substantially all of the unrealized losses on fixed maturity securities at December 31, 2025 and 2024 are attributable to changes in market interest rates and general disruptions in the credit market subsequent to purchase. At December 31, 2025, the Company did not intend to sell its securities in an unrealized loss position, and it was not more likely than not that the Company would be required to sell these securities before the anticipated recovery of the remaining amortized cost. Therefore, the Company concluded that these securities had not incurred a credit loss and should not have an allowance for credit loss at December 31, 2025.
Future provisions for credit loss will depend primarily on economic fundamentals, issuer performance, and changes in credit ratings.
Net unrealized losses included in other comprehensive income (loss) for investments classified as available-for-sale, net of the effect of deferred income taxes, assuming that the depreciation had been realized as of December 31, 2025 and December 31, 2024:
December 31, 2025 |
December 31, 2024 |
|||||||
Unrealized appreciation (depreciation) on available-for-sale securities |
$ |
( |
) |
$ |
( |
) |
||
Deferred income taxes |
||||||||
Net unrealized appreciation (depreciation) on available-for-sale securities |
$ |
( |
) |
$ |
( |
) |
||
Cost Method Investments
The Company held equity investments with an aggregate cost of $20,510,250 and $21,203,393 at December 31, 2025 and 2024, respectively. These equity investments were not reported at fair value because it is not practicable to estimate their fair values due to insufficient information being available. Management reviews and considers events or changes in circumstances that might have a significant adverse effect on the reported value of those investments. Based on Management’s evaluation of the equity securities reported at cost, the Company reported an other-than-temporary impairment of $725,032 and $900,149 on one security during the fourth quarter of 2025 and 2024, respectively. The other-than-temporary impairment was taken as a result of Management’s assessment and determination of value of the investment.
Mortgage Loans
The Company, from time to time, acquires mortgage loans through participation agreements with FSNB. FSNB has been able to provide the Company with additional expertise and experience in underwriting commercial and residential mortgage loans, which provide more attractive yields than the traditional bond market. The Company is able to receive participations from FSNB for three primary reasons: 1) FSNB has already reached its maximum lending limit to a single borrower, but the borrower is still considered a suitable risk; 2) the interest rate on a particular loan may be fixed for a long period that is more suitable for UG given its asset-liability structure; and 3) FSNB’s loan growth might at times outpace its deposit growth, resulting in FSNB participating such excess loan growth rather than turning customers away. For originated loans, the Company’s Management is responsible for the final approval of such loans after evaluation. Before a new loan is issued, the applicant is subject to certain criteria set forth by Company Management to ensure quality control. These criteria include, but are not limited to, a credit report, personal financial information such as outstanding debt, sources of income, and personal equity. Once the loan is approved, the Company directly funds the loan to the borrower. The Company bears all risk of loss associated with the terms of the mortgage with the borrower.
During 2025 and 2024, the Company acquired $1,447,176 and $5,421,945 in mortgage loans, respectively. FSNB services the majority of the Company’s mortgage loan portfolio. The Company pays FSNB a 0.25 % servicing fee on these loans and a one-time fee at loan origination of 0.50 % of the original loan cost to cover costs incurred by FSNB relating to the processing and establishment of the loan.
During 2025 and 2024, the maximum and minimum lending rates for mortgage loans were:
2025 |
2024 |
||||||
Maximum rate |
Minimum rate |
Maximum rate |
Minimum rate |
||||
Farm loans |
|||||||
Commercial loans |
|||||||
Residential loans |
|||||||
Most mortgage loans are first position loans. Loans issued are generally limited to no more than 80 % of the appraised value of the property.
The Company has in place a monitoring system to provide Management with information regarding potential troubled loans. Letters are sent to each mortgagee when the loan becomes 30 days or more delinquent. Management is provided with a monthly listing of loans that are 60 days or more past due. All loans 90 days or more past due are placed on a non-performing status and classified as delinquent loans. Quarterly, coinciding with external financial reporting, the Company reviews each delinquent loan and determines how each delinquent loan should be classified. Management believes the current internal controls surrounding the mortgage loan selection process provide a quality portfolio with minimal risk of foreclosure and/or negative financial impact.
Changes in the current economy could have a negative impact on the loans, including the financial stability of the borrowers, the borrowers’ ability to pay or to refinance, the value of the property held as collateral and the ability to find purchasers at favorable prices. Interest accruals are analyzed based on the likelihood of repayment. In no event will interest continue to accrue when accrued interest along with the outstanding principal exceeds the net realizable value of the property. The Company does not utilize a specified number of days delinquent to cause an automatic non-accrual status.
The following table summarizes the mortgage loan holdings of the Company for the periods ended December 31:
2025 |
2024 |
|||||||
In good standing |
$ |
$ |
||||||
Total mortgage loans |
$ |
$ |
||||||
Total foreclosed loans during the year |
$ |
$ |
||||||
The following is a summary of the mortgage loans outstanding and the related allowance for credit losses:
December 31, 2025 |
December 31, 2024 |
|||||||
Farm |
$ |
$ |
||||||
Commercial |
||||||||
Residential |
||||||||
Total mortgage loans |
||||||||
Less allowance for credit losses |
( |
) |
( |
) |
||||
Total mortgage loans, net |
$ |
$ |
||||||
There were no
Investment Real Estate
Real estate held-for-investment is stated at cost less accumulated depreciation. Depreciation is computed on a straight-line-basis for financial reporting purposes using estimated useful lives of 3 to 30 years. The Company periodically reviews its real estate held-for-investment for impairment and tests for recoverability whenever events or changes in circumstances indicate the carrying value may not be recoverable. During 2025 and 2024, no
Note 3 - Fair Value Measurements of the Consolidated Financial Statements provides further information regarding the fair value of financial instruments that are not measured at fair value.
The following table provides an allocation of the Company’s investment real estate by type for the periods ended December 31:
2025 |
2024 |
|||||||
Raw land |
$ |
$ |
||||||
Commercial |
||||||||
Residential |
||||||||
Land, minerals and royalty interests |
||||||||
Total investment real estate |
$ |
$ |
||||||
The Company’s investment real estate portfolio includes ownership in oil and gas royalties. As of December 31, 2025 and 2024, investments in oil and gas royalties represented 30 % and 20 %, respectively, of the total investment real estate portfolio. See Note 14 - Concentrations of the Consolidated Financial Statements for additional information regarding the allocation of the oil and gas investment real estate holdings by industry type.
Gains and losses recognized on the disposition of the properties are recorded as realized gains and losses in the Consolidated Statements of Operations. During 2025 and 2024, the Company sold $88,151 and $3,223,290 of investment real estate, respectively. During 2025 and 2024, the Company acquired $5,793,421 and $11,603,519 of investment real estate, respectively.
Notes Receivable
Notes receivable represent collateral loans and promissory notes issued by the Company and are reported at their unpaid principal balances, adjusted for valuation allowances. Interest accruals are analyzed based on the likelihood of repayment. The Company does not utilize a specified number of days delinquent to cause an automatic non-accrual status. During 2025 and 2024, the Company acquired $5,443,133 and $805,000 of notes receivable, respectively.
Before a new note is issued, the applicant is subject to certain criteria set forth by Company Management to ensure quality control. Once the note is approved, the Company directly funds the note to the borrower. At times, the notes have participation agreements in place, whereas the Company has reduced its investment in the note receivable by participating a portion of the note to a third party.
Similar to the mortgage loans, FSNB services several of the notes receivable. The Company, and the participants in the notes, share in the risk of loss associated with the terms of the note with the borrower, based upon their ownership percentage in the note. The Company has in place a monitoring system to provide Management with information regarding potential troubled loans.
The following is a summary of the notes receivable outstanding and the related allowance for credit losses:
December 31, 2025 |
December 31, 2024 |
|||||||
Notes receivable |
$ |
$ |
||||||
Less allowance for credit losses |
( |
) |
( |
) |
||||
Total notes receivable, net |
$ |
$ |
||||||
Short-Term Investments
Short-term investments have remaining maturities exceeding three months and under 12 months at the time of purchase and are stated at amortized cost, which approximates fair value. The short-term investments consist of United States Treasury securities.
During 2025 and 2024, the Company acquired $9,781,441 and $1,910,488 , respectively, in short-term investments.
Allowance for Credit Loss - Loans
The allowance for credit loss (“ACL”) is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when Management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.
The allowance for credit losses represents Management’s estimate of lifetime credit losses inherent in loans as of the balance sheet date. The allowance for credit losses is estimated by Management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts.
The Company measures expected credit losses for loans on a pooled basis when similar risk characteristics exist. The Company has identified the following portfolio segments - mortgage loans on real estate and notes receivable.
The allowance for credit losses calculation includes subjective adjustments for qualitative risk factors that are likely to cause estimated credit losses to differ from historical experience. These qualitative adjustments may increase or reduce reserve levels and include adjustments for risk tolerance, loan review and audit results, asset quality and portfolio trends, industry concentrations, external factors and economic conditions.
Loans that do not share risk characteristics are evaluated on an individual basis. When Management determines that foreclosure is probable and the borrower is experiencing financial difficulty, the expected credit losses are based on the fair value of collateral at the reporting date adjusted for selling costs as appropriate.
Allowance for Credit Loss - Unfunded Commitments
Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit issued to meet customer financing needs. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for off-balance sheet loan commitments is represented by the contractual amount of those instruments. Such financial instruments are recorded when they are funded.
The Company records an allowance for credit losses on off-balance sheet credit exposures, unless the commitments to extend credit are unconditionally cancelable, through a charge to provision for unfunded commitments in the Company’s income statements. The allowance for credit losses on off-balance sheet credit exposures is estimated by loan segment at each balance sheet date under the current expected credit loss model using the same methodologies as portfolio loans, taking into consideration the likelihood that funding will occur as well as any third-party guarantees. The allowance for unfunded commitments as of December 31, 2025 and 2024 is $30,000 and $50,000 , respectively, and is included in other liabilities on the Company’s Consolidated Balance Sheets.
Allowance for Credit Loss - Accrued Interest
Accrued interest is not included in the ACL and if deemed uncollectible, it is charged against interest income when determined to be uncollectible.
Allowance for Credit Loss - Summary of Activity
The following is a summary of activity related to the allowance for credits loss:
Allowance For Credit Losses |
||||||||||||||||
Mortgage |
Notes |
Unfunded |
||||||||||||||
Loans |
Receivable |
Commitments |
Total |
|||||||||||||
January 1, 2024 |
$ |
$ |
||||||||||||||
2024 Change in Allowance |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||
December 31, 2024 |
||||||||||||||||
2025 Change in Allowance |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||
December 31, 2025 |
$ |
$ |
||||||||||||||
Analysis of Investment Operations
The following table reflects the Company’s net investment income for the periods ended December 31:
2025 |
2024 |
|||||||
Fixed maturities available for sale |
$ |
$ |
||||||
Fixed maturities, held to maturity |
||||||||
Equity securities |
||||||||
Mortgage loans |
||||||||
Real estate |
||||||||
Notes receivable |
||||||||
Policy loans |
||||||||
Cash and cash equivalents |
||||||||
Short-term investments |
||||||||
Total consolidated investment income |
||||||||
Investment expenses |
( |
) |
( |
) |
||||
Consolidated net investment income |
$ |
$ |
||||||
The following table presents net investment gains (losses) and the change in net unrealized gains on investments for the periods ended December 31:
2025 |
2024 |
|||||
Realized gains: |
||||||
Sales of fixed maturities |
$ |
$ |
||||
Sales of equity securities |
||||||
Sales of real estate |
||||||
Sales of short-term investments |
||||||
Total realized gains |
||||||
Realized losses: |
||||||
Sales of equity securities |
||||||
Sales of short-term investments |
( |
|||||
Other-than-temporary impairments |
( |
( |
||||
Total realized losses |
( |
( |
||||
Net realized investment gains |
||||||
Change in fair value of equity securities: |
||||||
Change in fair value of equity securities held at the end of the period |
||||||
Change in fair value of equity securities |
||||||
Net investment gains |
$ |
$ |
||||
Change in net unrealized gains (losses) on available-for-sale investments included in other comprehensive income: |
||||||
Fixed maturities |
$ |
$ |
( |
|||
Net increase (decrease) |
$ |
$ |
( |
|||
Investments on Deposit
The Company had investments with a fair value of $8,263,934 and $8,400,396 on deposit with various state insurance departments as of December 31, 2025 and 2024, respectively.
Note 3 – Fair Value Measurements
Assets and liabilities recorded at fair value in the Consolidated Balance Sheets are measured and classified in accordance with a fair value hierarchy consisting of three levels based on the observability of valuation inputs:
Level 1 – Valuation is based upon quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – Valuation methodologies include quoted prices for similar assets and liabilities in active markets or quoted prices for identical, quoted prices for identical or similar assets or liabilities in markets that are not active, or the Company may use various valuation techniques or pricing models that use observable inputs to measure fair value.
Level 3 – Valuation is based upon unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Unobservable inputs reflect the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The following table presents information about assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value measurement based on the observability of the inputs used as of December 31:
2025 |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Fixed maturity securities: |
||||||||||||||||
U.S. Government and government agencies and authorities |
$ |
$ |
$ |
$ |
||||||||||||
U.S. special revenue and assessments |
||||||||||||||||
Corporate securities |
||||||||||||||||
Total fixed maturities |
||||||||||||||||
Equity securities: |
||||||||||||||||
Common stocks |
||||||||||||||||
Limited liability companies |
||||||||||||||||
Total equity securities |
||||||||||||||||
Short-term investments |
||||||||||||||||
Total financial assets |
$ |
$ |
$ |
$ |
||||||||||||
2024 |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Fixed maturity securities: |
||||||||||||||||
U.S. Government and government agencies and authorities |
$ |
$ |
$ |
$ |
||||||||||||
U.S. special revenue and assessments |
||||||||||||||||
Corporate securities |
||||||||||||||||
Total fixed maturities |
||||||||||||||||
Equity securities: |
||||||||||||||||
Common stocks |
||||||||||||||||
Limited liability companies |
||||||||||||||||
Total equity securities |
||||||||||||||||
Short-term investments |
||||||||||||||||
Total financial assets |
$ |
$ |
$ |
$ |
||||||||||||
Total assets included in the fair value hierarchy exclude certain equity securities that were measured at estimated fair value using the net asset value (“NAV”) per share practical expedient. At December 31, 2025 and 2024, the estimated fair value of such investments was $95,553,354 and $84,141,189 , respectively. These investments are generally not readily redeemable by the investee.
The following is a description of the valuation techniques used by the Company to measure assets reported at fair value on a recurring basis.
Available for Sale Securities
Securities classified as available for sale are recorded at fair value on a recurring basis. Securities classified as Level 1 utilized fair value measurements based upon quoted market prices, when available. If quoted market prices are not available, the Company obtains fair value measurements from recently executed transactions, market price quotations, benchmark yields and issuer spreads to value Level 2 securities. In certain instances where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. Fair value determinations for Level 3 measurements are estimated on a quarterly basis where assumptions used are reviewed to ensure the estimated fair value complies with accounting standards generally accepted in the United States.
Equity Securities at Fair Value
Equity securities consist of common and preferred stocks and limited liability companies mainly in private equity investments, financial institutions and publicly traded corporations. Equity securities for which there is sufficient market data are categorized as Level 1 or 2 in the fair value hierarchy. For the equity securities in which quoted market prices are not available, the Company uses industry standard pricing methodologies, including discounted cash flow models that may incorporate various inputs such as payment expectations, risk of the investment, market data, and health of the underlying company. The inputs are based upon Management’s assumptions and available market information. When evidence is believed to support a change to the carrying value from the transaction price, adjustments are made to reflect the expected cash flows, material events and market data. These investments are included in Level 3 of the fair value hierarchy.
Change in Level 3 Recurring Fair Value Measurements
The following table presents the changes in Level 3 assets and liabilities measured at fair value on a recurring basis, and the realized and unrealized gains related to the Level 3 assets and liabilities.
Investments in |
||||||||||||
Investments in Common Stocks |
Limited Liability Companies |
Total |
||||||||||
Balance at December 31, 2023 |
$ |
$ |
$ |
|||||||||
Unrealized gains |
||||||||||||
Purchases |
||||||||||||
Sales |
( |
) |
( |
) |
||||||||
Balance at December 31, 2024 |
||||||||||||
Sales |
( |
) |
( |
) |
||||||||
Balance at December 31, 2025 |
$ |
$ |
$ |
|||||||||
Both observable and unobservable inputs may be used to determine the fair values of positions classified in Level 3 in the tables above. As a result, the unrealized gains on instruments held at December 31, 2025 and 2024 may include changes in fair value that were attributable to both observable and unobservable inputs.
Assets and liabilities are transferred into Level 3 when a significant input cannot be corroborated with market observable data. This occurs when market activity decreases significantly and underlying inputs cannot be observed, current prices are not available, and/or when there are significant variances in quoted prices, thereby affecting transparency. Assets and liabilities are transferred out of Level 3 when circumstances change such that a significant input can be corroborated with market observable data. This may be due to a significant increase in market activity, a specific event, or one or more significant input(s) becoming observable.
In 2025, there were no transfers in our out of Level 3.
Quantitative Information About Level 3 Fair Value Measurements
The following table presents information about the significant unobservable inputs used for recurring fair value measurements for certain Level 3 instruments and includes only those instruments for which information about the inputs is reasonably available to the Company, such as data from independent third-party valuation service providers and from internal valuation models.
Financial Assets |
Fair Value at December 31, 2025 |
Fair Value at December 31, 2024 |
Valuation Technique |
||||||
Limited liability companies |
$ |
$ |
Pricing Model |
||||||
Common stocks |
Pricing Model |
||||||||
Total |
$ |
$ |
|||||||
Uncertainty of Fair Value Measurements
The significant unobservable inputs used in the determination of the fair value of assets classified as Level 3 have an inherent measurement uncertainty that if changed could result in higher or lower fair value measurements of these assets as of the reporting date.
Equity Securities at Fair Value
Fair market value for equity securities is derived based on unobservable inputs, such as projected normalized revenues and industry standard multiples of revenue for the equity securities valued using a pricing model. Significant increases (decreases) in either of those inputs in isolation would result in a significantly higher (lower) fair value measurement.
Investments in Certain Entities Carried at Fair Value Using Net Asset Value per Share
The Company holds certain equity securities that are measured at estimated fair value using the NAV per share practical expedient. These investments are generally not readily redeemable by the investee. The following tables provide additional information regarding the assets carried at NAV.
Investment Category |
Fair Value at December 31, 2025 |
Unfunded Commitments |
Redemption Frequency |
Redemption Notice Period |
||||||||||||
Equity securities |
||||||||||||||||
Growth equity |
||||||||||||||||
Redeemable |
||||||||||||||||
Limited partnership |
$ |
$ |
||||||||||||||
Non-redeemable |
||||||||||||||||
Limited liability companies |
n/a |
n/a |
||||||||||||||
Limited partnerships |
n/a |
n/a |
||||||||||||||
Total |
$ |
$ |
||||||||||||||
Investment Category |
Fair Value at December 31, 2024 |
Unfunded Commitments |
Redemption Frequency |
Redemption Notice Period |
||||||||||||
Equity securities |
||||||||||||||||
Growth equity |
||||||||||||||||
Redeemable |
||||||||||||||||
Limited partnership |
$ |
$ |
||||||||||||||
Non-redeemable |
||||||||||||||||
Limited liability companies |
n/a |
n/a |
||||||||||||||
Limited partnerships |
n/a |
n/a |
||||||||||||||
Total |
$ |
$ |
||||||||||||||
The following are descriptions of the Company’s assets held at NAV.
The Company invested in a limited partnership that was formed under the laws of the State of Delaware in 1999, as a Delaware limited partnership (“LP”). The Limited Partnership Agreement provides for the Fund to continue until dissolved. There are significant restrictions to the dissolution process, which are outlined in the LP Agreement. The Fund invests in listed equity and fixed income securities as well as non-listed securities, including direct-owned minerals and other royalties. In 2013, UG entered into an irrevocable subscription agreement to invest in the LP.
The Company invested in a Limited Liability Company (“LLC”) that was formed under the laws of the state of Delaware in 2020. The LLC agreement provides for the Company to continue until dissolved. There are significant restrictions to the dissolution process, which are outlined in the LLC Agreement. The LLC Company was formed for the purpose of acquiring, making investments in, and owning, holding, and growing operating businesses through the United States. In 2020, UG entered into a LLC Agreement to invest in this LLC.
The Company invested in a Limited Liability Company (“LLC”) that was formed under the laws of the state of Delaware. The LLC was formed in 2020 to provide long-term investment returns. The Company will continue to operate until December 31, 2032, or until each of the investment funds in which the LLC invests terminates, unless terminated earlier or extended in accordance with the Operating Agreement. In 2020, UG completed the Subscription Agreement to become an investor in this LLC.
The Company invested in a Limited Liability Company (“LLC”) that was formed under the laws of the state of Delaware. The LLC was formed in 2022 to amplify philanthropy by primarily investing in venture capital investment funds and in direct venture capital investments of operating companies. The Company will continue to operate until December 31, 2034, or until each of the investment funds in which the LLC invests terminates, unless terminated earlier or extended in accordance with the Operating Agreement. In 2022, the Company completed the Subscription Agreement to become an investor in this LLC.
The Company invested in the Limited Partnership ("LP"), a closed-end fund, formed pursuant to the laws of the state of Delaware under a limited partnership agreement in 2022, and shall dissolve upon the first to occur of either the end of the tenth anniversary of the final closing date or, if extended, upon the end of such extension(s), upon the dissolution or removal of the General Partner or upon other specific circumstances as defined in the LP Agreement.
The Company invested in a closed-end LP fund that was formed pursuant to the laws of the State of Delaware under a limited partners agreement (the “Agreement”) in 2012 and is scheduled to terminate on the tenth anniversary of the final closing date, unless terminated sooner or extended in accordance with the Agreement. The purpose of the LP is to make investments in and pursue targets that educate, train, and inspire men and women in the United States and around the world to value free enterprise, business, and economics to improve the quality of their lives and the lives and the lives of those in their communities. In 2012, the Company entered into a Limited Partnership Agreement to invest in this LP. The Company is currently in the process of winding down operations.
The Company invested in a closed-end LP fund that was formed pursuant to the laws of the State of Delaware under a limited partners agreement (the “Agreement”) in 2015 and is scheduled to terminate on the tenth anniversary of the final closing date, unless terminated sooner or extended in accordance with the Agreement. The purpose of the LP is to make investments in and pursue targets that educate, train, and inspire men and women in the United States and around the world to value free enterprise, business, and economics to improve the quality of their lives and the lives and the lives of those in their communities. In 2015, the Company entered into a Limited Partnership Agreement to invest in this LP.
The Company invested in a closed-end LP fund that was formed pursuant to the laws of the State of Delaware under a limited partners agreement (the “Agreement”) in 2018 (the “Agreement”) and is scheduled to terminate on the twelfth anniversary of the Final Closing Date, unless terminated sooner or extended in accordance with the Agreement. The purpose of the Partnership is to make investments in and pursue targets that educate, train, and inspire men and women in the United States and around the world to value free enterprise, business, and economics to improve the quality of their lives and the lives and the lives of those in their communities. In 2018, the Company entered into a Limited Partnership Agreement to invest in this LP.
The Company invested in a Limited Liability Company (“LLC”) that was formed under the laws of the state of Delaware. The LLC was formed in 2021 for the purpose of investing in companies located in emerging markets. The Limited Liability Company Agreement provides for LLC to continue until dissolved, unless terminated earlier through terms specified in the Operating Agreement. In 2021, the Company entered into a Limited Liability Company Agreement to invest in the LLC.
The Company invested in a closed-end LP fund that was formed pursuant to the laws of the State of Delaware under a limited partners agreement (the “Agreement”) in 2024 and is scheduled to terminate on the tenth anniversary of the final closing date, unless terminated sooner or extended in accordance with the Agreement. The purpose of the LP is to invest in fire prevention related services. In 2024, the Company entered into a Limited Partnership Agreement to invest in this LP.
The Company invested in a LP that was formed pursuant to the laws of the state of Delaware under a limited partnership agreement in 2021 (the “Agreement”) and is scheduled to terminate on the tenth anniversary of the Final Closing Date, unless terminated sooner or extended in accordance with the Agreement. The Partnership is organized for the principal purposes of acquiring, holding, supervising, managing and disposing of investment in recapitalization, management buyouts, and corporate divestitures of Portfolio Companies operating in various segments of the U.S. lower middle markets. In 2022, the Company entered into a Limited Partnership Agreement to invest in this LP.
The Company invested in a Limited Partnership (“LP”) that was formed under the laws of the state of Delaware. The LP was formed in 2024 to provide long-term investment returns. The Limited Partnership Agreement provides for the Fund to continue until dissolved. There are significant restrictions to the dissolution process, which are outlined in the LP Agreement. The Fund invests in listed equity and fixed income securities. In 2025, UG entered into a subscription agreement to invest in the LP.
Fair Value Measurements on a Nonrecurring Basis
Certain assets are not carried at fair value on a recurring basis. Accordingly, such investments are only included in the fair value hierarchy disclosure when the investment is subject to re-measurement at fair value after initial recognition and the resulting re-measurement is reflected in the Consolidated Financial Statements. In 2025 and 2024, the Company recognized an other-than-temporary impairment of $725,032 and $900,149 on an equity security, respectively.
Fair Value Information About Financial Instruments Not Measured at Fair Value
Certain assets are not carried at fair value on a recurring basis. Accordingly, such investments are only included in the fair value hierarchy disclosure when the investment is subject to re-measurement at fair value after initial recognition and the resulting re-measurement is reflected in the Consolidated Financial Statements.
The following table presents the carrying amount and estimated fair values of the Company’s financial instruments not measured at fair value and indicates the level in the fair value hierarchy of the estimated fair value measurement based on the observability of the inputs used as of December 31:
2025 |
Carrying Amount |
Estimated Fair Value |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||||
Assets |
||||||||||||||||||||
Equity securities, at cost |
||||||||||||||||||||
Mortgage loans on real estate |
||||||||||||||||||||
Notes receivable |
||||||||||||||||||||
Policy loans |
||||||||||||||||||||
Accrued investment income |
||||||||||||||||||||
Liabilities |
||||||||||||||||||||
Policy claims and benefits payable |
||||||||||||||||||||
Dividend and endowment accumulations |
||||||||||||||||||||
2024 |
Carrying Amount |
Estimated Fair Value |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||||
Assets |
||||||||||||||||||||
Held to maturity redeemable preferred stock |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
Equity securities, at cost |
||||||||||||||||||||
Mortgage loans on real estate |
||||||||||||||||||||
Notes receivable |
||||||||||||||||||||
Policy loans |
||||||||||||||||||||
Accrued investment income |
||||||||||||||||||||
Liabilities |
||||||||||||||||||||
Policy claims and benefits payable |
||||||||||||||||||||
Dividend and endowment accumulations |
||||||||||||||||||||
The above estimated fair value amounts have been determined based upon the following valuation methodologies. Considerable judgment was required to interpret market data in order to develop these estimates. Accordingly, the estimates are not necessarily indicative of the amounts which could be realized in a current market exchange. The use of different market assumptions or estimation methodologies may have a material effect on the fair value amounts.
Held to maturity redeemable preferred stock is carried at cost, which approximates fair value.
Certain equity securities are reported at their cost basis, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. It is not practicable to estimate their fair values due to insufficient information being available.
The fair values of mortgage loans on real estate are estimated using discounted cash flow analyses and interest rates being offered for similar loans to borrowers with similar credit ratings. The inputs used to measure the fair value of our mortgage loans on real estate are classified as Level 3 within the fair value hierarchy.
The fair values of notes receivable are estimated using discounted cash flow analyses and interest rates being offered for similar loans to borrowers with similar credit ratings. The inputs used to measure the fair value of the notes receivable are classified as Level 3 within the fair value hierarchy.
Policy loans are carried at the aggregate unpaid principal balances in the Consolidated Balance Sheets which approximate fair value, and earn interest at rates ranging from 4 % to 8 %. Individual policy liabilities in all cases equal or exceed outstanding policy loan balances. The inputs used to measure the fair value of our policy loans are classified as Level 3 within the fair value hierarchy.
The carrying value of accrued investment income approximates its fair value.
The carrying amounts reported for policy claims and benefits payable approximates fair value.
The carrying value for dividend and endowment accumulations approximates fair value.
Note 4 - Reinsurance
As is customary in the insurance industry, the insurance subsidiary cedes insurance to, and assumes insurance from, other insurance companies under reinsurance agreements. Reinsurance agreements are intended to limit a life insurer’s maximum loss on a large or unusually hazardous risk or to obtain a greater diversification of risk. The ceding insurance company remains primarily liable with respect to ceded insurance should any reinsurer be unable to meet the obligations assumed by it. However, it is the practice of insurers to reduce their exposure to loss to the extent that they have been reinsured with other insurance companies. The Company sets a limit on the amount of insurance retained on the life of any one person. The Company will not retain more than $125,000 , including accidental death benefits, on any one life. As of December 31, 2025, the Company had gross insurance in-force of approximately $759 million of which approximately $154 million was ceded to reinsurers. As December 31, 2024, the Company had gross insurance in-force of approximately $801 million of which approximately $162 million was ceded to reinsurers.
The Company’s reinsured business is ceded to numerous reinsurers. The Company monitors the solvency of its reinsurers in seeking to minimize the risk of loss in the event of a failure by one of the parties. The Company is primarily liable to the insureds even if the reinsurers are unable to meet their obligations. The primary reinsurers of the Company are large, well-capitalized entities.
Most recently, UG utilized reinsurance agreements with Optimum Re Insurance Company (“Optimum”), and Swiss Re Life and Health America Incorporated (“SWISS RE”). Optimum and SWISS RE currently hold an “A” (Excellent) and “A+” (Superior) rating, respectively, from A.M. Best, an industry rating company. The reinsurance agreements were effective December 1, 1993 and covered most new business of UG. Under the terms of the agreements, UG cedes risk amounts above its retention limit of $100,000 with a minimum cession of $25,000 . Ceded amounts are shared equally between the two reinsurers on a yearly renewable term (“YRT”) basis, a common industry method. The treaty is self-administered; meaning the Company records the reinsurance results and reports them to the reinsurers.
Also, Optimum is the reinsurer of 100 % of the accidental death benefits (“ADB”) in force of UG. This coverage is renewable annually at the Company’s option. Optimum specializes in reinsurance agreements with small to mid-size carriers such as UG.
UG entered into a coinsurance agreement with Park Avenue Life Insurance Company (“PALIC”) effective September 30, 1996. Under the terms of the agreement, UG ceded to PALIC substantially all of its then in-force paid-up life insurance policies. Paid-up life insurance generally refers to non-premium paying life insurance policies. Under the terms of the agreement, UG sold 100 % of the future results of this block of business to PALIC through a coinsurance agreement. UG continues to administer the business for PALIC and receives a servicing fee through a commission allowance based on the remaining in-force policies each month. PALIC has the right to assumption reinsure the business, at its option, and transfer the administration. The Company is not aware of any such plans. PALIC’s ultimate parent, The Guardian Life Insurance Company of America (“Guardian”), currently holds an “A++” (Superior) rating from A.M. Best. The PALIC agreement accounts for approximately 63 % and 64 % of UG’s reinsurance reserve credit, as of
December 31, 2025 and 2024, respectively
The Company does not have any short-duration reinsurance contracts. The effect of the Company’s long-duration reinsurance contracts on premiums earned in 2025 and 2024 were as follows:
2025 |
2024 |
|||||||
Premiums Earned |
Premiums Earned |
|||||||
Direct |
$ |
$ |
||||||
Assumed |
||||||||
Ceded |
( |
) |
( |
) |
||||
Net Premiums |
$ |
$ |
||||||
Note 5 – Cost of Insurance Acquired
When an insurance company is acquired, the Company assigns a portion of its cost to the right to receive future cash flows from insurance contracts existing at the date of the acquisition. The cost of policies purchased represents the actuarially determined present value of the projected future profits from the acquired policies. Cost of insurance acquired is amortized with interest in relation to expected future profits, including direct charge-offs for any excess of the unamortized asset over the projected future profits. The interest rates utilized may vary due to differences in the blocks of business. The interest rate utilized in the amortization calculation of the remaining cost of insurance acquired is 12 %. The amortization is adjusted retrospectively when estimates of current or future gross profits to be realized from a group of products are revised.
2025 |
2024 |
|||||||
Cost of insurance acquired, beginning of year |
$ |
$ |
||||||
Interest accretion |
||||||||
Amortization |
( |
) |
( |
) |
||||
Net amortization |
( |
) |
( |
) |
||||
Cost of insurance acquired, end of year |
$ |
$ |
||||||
Estimated net amortization expense of cost of insurance acquired for the next three years is as follows:
Interest Accretion |
Amortization |
Net Amortization |
||||||||||
2026 |
||||||||||||
2027 |
||||||||||||
Note 6 – Future Policy Benefits
In 2024 and 2025, the Company updated the net premium ratio when updating for actual historical experience; future cash flow assumptions were reviewed and updated if appropriate.
The following tables summarize balances and changes in the liability for future policy benefits for nonparticipating traditional and limited-payment contracts.
2025 |
Traditional Premium Paying |
Traditional Limited Pay |
Total |
|||||||||||||||||||||
Present Value of Net Premiums |
Present Value of Benefits |
Present Value of Net Premiums |
Present Value of Benefits |
Present Value of Net Premiums |
Present Value of Benefits |
|||||||||||||||||||
Balance, beginning of year |
$ |
$ |
$ |
( |
) |
$ |
$ |
( |
) |
$ |
||||||||||||||
Beginning balance at original discount rate |
( |
) |
( |
) |
||||||||||||||||||||
Effect of changes in CF considerations |
||||||||||||||||||||||||
Effect of actual variances from expected |
( |
) |
( |
) |
||||||||||||||||||||
Adjusted beginning of period balance |
( |
) |
( |
) |
||||||||||||||||||||
New issuances |
||||||||||||||||||||||||
Interest accrual |
||||||||||||||||||||||||
Premiums |
( |
) |
0 |
( |
) |
0 |
( |
) |
0 |
|||||||||||||||
Benefit Payments |
0 |
( |
) |
0 |
( |
) |
0 |
( |
) |
|||||||||||||||
Ending balance at original discount rate |
( |
) |
( |
) |
||||||||||||||||||||
Effect of changes in discount rate |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||||||||||
Balance, end of year |
( |
) |
( |
) |
||||||||||||||||||||
Net liability for future policy benefits |
$ |
$ |
$ |
|||||||||
Deferred profit liability |
$ |
$ |
$ |
2024 |
Traditional Premium Paying |
Traditional Limited Pay |
Total |
|||||||||||||||||||||
Present Valueof Net Premiums |
Present Value of Benefits |
Present Value of Net Premiums |
Present Value of Benefits |
Present Value of Net Premiums |
Present Value of Benefits |
|||||||||||||||||||
Balance, beginning of year |
$ |
$ |
$ |
( |
) |
$ |
$ |
( |
) |
$ |
||||||||||||||
Beginning balance at original discount rate |
( |
) |
( |
) |
||||||||||||||||||||
Effect of changes in CF considerations |
||||||||||||||||||||||||
Effect of actual variances from expected |
( |
) |
( |
) |
||||||||||||||||||||
Adjusted beginning of period balance |
( |
) |
( |
) |
||||||||||||||||||||
New issuances |
||||||||||||||||||||||||
Interest accrual |
||||||||||||||||||||||||
Premiums |
( |
) |
0 |
( |
) |
0 |
( |
) |
0 |
|||||||||||||||
Benefit Payments |
0 |
( |
) |
0 |
( |
) |
0 |
( |
) |
|||||||||||||||
Ending balance at original discount rate |
( |
) |
( |
) |
||||||||||||||||||||
Effect of changes in discount rate |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||||||||||
Balance, end of year |
( |
) |
( |
) |
||||||||||||||||||||
Net liability for future policy benefits |
$ |
$ |
$ |
|||||||||
Deferred profit liability |
$ |
$ |
$ |
The following table reconciles the net liability for future policy benefits to the liability for future policy benefits in the consolidated balance sheet. The DPL for the limited pay products is presented together with the liability for future policy benefits in the consolidated balance sheet. Furthermore, there is a block of participating policies that was deemed outside the scope of the changes related to the LFPB as a result of ASU 2018-12. Thus this block continues to hold reserves consistent with historical. Lastly, a block that is 100 % coinsured to Park Avenue Life Insurance Company (PALIC) was not considered in the roll forwards. The Company continues to hold a gross reserve utilizing an approach consistent with the pre-ASU-2018-12 reserves, with a net liability of zero .
2025 |
2024 |
|||||||
Traditional Premium Paying |
$ |
$ |
||||||
Traditional Limited Pay |
||||||||
Participating Policies |
||||||||
Miscellaneous Reserves |
||||||||
PALIC |
||||||||
Policyholder account balances |
||||||||
A&H |
||||||||
Total |
$ |
$ |
||||||
The undiscounted expected future benefit payments and gross premiums as of December 31, 2025, and 2024 are summarized as follows:
Undiscounted |
Original Present Value |
Current Present Value |
||||||||||
December 31, 2025 |
||||||||||||
Gross Premiums |
$ |
$ |
$ |
|||||||||
Benefits |
||||||||||||
December 31, 2024 |
||||||||||||
Gross Premiums |
$ |
$ |
$ |
|||||||||
Benefits |
||||||||||||
The weighted-average interest rates as of December 31, 2025, and 2024 are summarized as follows:
2025 |
2024 |
|||||||
Original discount rate |
% |
% |
||||||
Current discount rate |
% |
% |
||||||
The weighted-average durations of the liability in years as of December 31, 2025, and 2024 are summarized as follows:
2025 |
2024 |
|||||||
Original duration of the liability in years |
||||||||
Current duration of the liability in years |
||||||||
The actual experience during the years ended December 31, 2025, and 2024 compared to what was expected for the years ended December 31, 2025 and 2024 is summarized as follows:
2025 |
Amount Inforce |
Mortality |
Lapsation |
Maturity |
Total Benefits |
|||||||||||||||
Expected |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
Expected rate |
% |
% |
% |
% |
||||||||||||||||
Actual |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
Actual rate |
% |
% |
% |
% |
||||||||||||||||
Actual to expected ratio |
% |
% |
% |
% |
||||||||||||||||
2024 |
Amount Inforce |
Mortality |
Lapsation |
Maturity |
Total Benefits |
|||||||||||||||
Expected |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
Expected rate |
% |
% |
% |
% |
||||||||||||||||
Actual |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
Actual rate |
% |
% |
% |
% |
||||||||||||||||
Actual to expected ratio |
% |
% |
% |
% |
||||||||||||||||
Significant assumption inputs to the calculation of the liability for future policy benefits for the nonparticipating traditional and limited pay products include mortality, lapses and discount rates. Given limited credibility, the Company did not make any assumption changes since transition.
Policyholders’ Account Balances include universal life and annuity contracts.
The composition of universal life and annuities included in Policyholders’ Account Balances as of December 31, 2025, and 2024 is summarized as follows:
2025 |
2024 |
|||||||
Annuity |
$ |
$ |
||||||
Universal life |
||||||||
Total policyholder account balances |
$ |
$ |
||||||
The range of crediting rates for policyholders’ account balances compared to the guaranteed minimum crediting rates as of December 31, 2025, and 2024 are presented as follows:
2025 |
At Guaranteed Minimum |
1 Basis Point to 50 Basis Points Above Guaranteed Minimum |
51 Basis Point to 150 Basis Points Above Guaranteed Minimum |
Greater Than 150 Basis Points Above Guaranteed Minimum |
Total |
|||||||||||||||
Less than 2.00% |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
2.00% to 2.99% |
||||||||||||||||||||
3.00% to 3.99% |
||||||||||||||||||||
Greater than 4.00% |
||||||||||||||||||||
Total |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
2024 |
At Guaranteed Minimum |
1 Basis Point to 50 Basis Points Above Guaranteed Minimum |
51 Basis Point to 150 Basis Points Above Guaranteed Minimum |
Greater Than 150 Basis Points Above Guaranteed Minimum |
Total |
|||||||||||||||
Less than 2.00% |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
2.00% to 2.99% |
||||||||||||||||||||
3.00% to 3.99% |
||||||||||||||||||||
Greater than 4.00% |
||||||||||||||||||||
Total |
$ |
$ |
$ |
$ |
$ |
|||||||||||||||
The change in the policyholders account balances for the years ended December 31, 2025, and 2024 are summarized as follows:
2025 |
2024 |
|||||||||||||||
Universal Life |
Annuity |
Universal Life |
Annuity |
|||||||||||||
Balance, beginning of year |
$ |
$ |
$ |
$ |
||||||||||||
Issuances |
||||||||||||||||
Premiums received |
||||||||||||||||
Policy charges |
( |
) |
( |
) |
||||||||||||
Benefit payments |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||
Surrenders and withdrawals |
( |
) |
( |
) |
( |
) |
( |
) |
||||||||
Interest credited |
||||||||||||||||
Balance, end of year |
$ |
$ |
$ |
$ |
||||||||||||
Weighted average crediting rate |
% |
% |
% |
% |
||||||||||||
Cash surrender value |
$ |
$ |
||||||||||||||
Note 7 – Income Taxes
UTG and UG file separate federal income tax returns.
Income tax expense (benefit) consists of the following components:
2025 |
2024 |
|||||||
Current federal tax expense (benefit) |
$ |
$ |
||||||
Current state and local tax expense (benefit) |
||||||||
Deferred tax |
||||||||
Income tax expense |
$ |
$ |
||||||
The expense for income taxes differed from the amounts computed by applying the applicable statutory rate of 21
2025 |
2024 |
|||||||||||||||
Tax computed at statutory rate |
$ |
% |
$ |
% |
||||||||||||
Changes in taxes due to: |
||||||||||||||||
Non-controlling interest |
( |
) |
- |
% |
( |
) |
- |
% |
||||||||
Dividend received deduction |
( |
) |
- |
% |
( |
) |
- |
% |
||||||||
Oil and gas royalty's depletion |
( |
) |
- |
% |
( |
) |
- |
% |
||||||||
Other, including prior year true up |
% |
% |
||||||||||||||
Income tax expense |
$ |
% |
$ |
% |
||||||||||||
The following table summarizes the major components that comprise the net deferred tax liability as reflected in the balance sheets:
2025 |
2024 |
|||||||
Investments |
$ |
$ |
||||||
Cost of insurance acquired |
||||||||
Management/consulting fees |
( |
) |
( |
) |
||||
Future policy benefits |
( |
) |
( |
) |
||||
Deferred gain on sale of subsidiary |
||||||||
Other liabilities |
( |
) |
( |
) |
||||
LTDI reserves adjustment |
||||||||
Reserves adjustment |
||||||||
Federal tax DAC |
( |
) |
( |
) |
||||
Loan loss reserve |
( |
) |
( |
) |
||||
Deferred tax liability |
$ |
$ |
||||||
At December 31, 2025 and 2024, the Company had gross deferred tax assets of $2,431,542 and $2,175,830 , respectively, and gross deferred tax liabilities of $29,819,260 and $26,907,195 , respectively, resulting from temporary differences primarily related to the life insurance subsidiary. A valuation allowance is to be provided when it is more likely than not that deferred tax assets will not be realized by the Company. No valuation allowance has been recorded relating to the Company’s deferred tax assets since, in Management’s judgment, the Company will more likely than not have sufficient taxable income in future periods to fully realize its existing deferred tax assets.
The Company’s Federal income tax returns are periodically audited by the Internal Revenue Service (“IRS”). There are currently no examinations in process, nor is Management aware of any pending examination by the IRS. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more-likely-than-not the position will be sustained upon examination by the tax authorities. Such tax positions initially and subsequently need to be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company has evaluated its tax positions, expiring statutes of limitations, changes in tax law and new authoritative rulings and believes that no disclosure relative to a provision of income taxes is necessary, at this time, to cover any uncertain tax positions. Tax years that remain subject to examination are the years ended December 31, .
The Company classifies interest and penalties on underpayment of income taxes as income tax expense. No interest or penalties were included in the reported income taxes for the years presented. The Company is not aware of any potential or proposed changes to any of its tax filings.
Note 8 – Credit Arrangements
At December 31, 2025 and 2024, the Company had the following line of credit available:
Instrument |
Issue Date |
Maturity Date |
Revolving Credit Limit |
December 31, 2024 |
Borrowings |
Repayments |
December 31, 2025 |
|||||||||||||||
Line of Credit: |
||||||||||||||||||||||
UG - CMA |
$ |
$ |
||||||||||||||||||||
During October of 2025, the Federal Home Loan Bank approved UG’s Cash Management Advance Application (“CMA”). The CMA gives the Company the option of selecting a variable rate of interest for up to 90 days or a fixed rate for a maximum of 30 days. The variable rate CMA is prepayable at any time without a fee, while the fixed CMA is not prepayable prior to maturity. The Company has pledged bonds with a collateral lendable value of $21,806,771 .The Company has no outstanding borrowings on the CMA at December 31, 2025 nor had any borrowing activity during 2025.
Note 9 – Commitments and Contingencies
The insurance industry has experienced a number of civil jury verdicts which have been returned against life and health insurers in the jurisdictions in which the Company does business involving the insurers’ sales practices, alleged agent misconduct, failure to properly supervise agents, and other matters. Some of the lawsuits have resulted in the award of substantial judgments against the insurer, including material amounts of punitive damages. In some states, juries have substantial discretion in awarding punitive damages in these circumstances. In the normal course of business, the Company is involved from time to time in various legal actions and other state and federal proceedings. Management is of the opinion that the ultimate disposition of the matters will not have a materially adverse effect on the Company’s results of operations or financial position.
Under the insurance guaranty fund laws in most states, insurance companies doing business in a participating state can be assessed up to prescribed limits for policyholder losses incurred by insolvent or failed insurance companies. Although the Company cannot predict the amount of any future assessments, most insurance guaranty fund laws currently provide that an assessment may be excused or deferred if it would threaten an insurer’s financial strength. Mandatory assessments may be partially recovered through a reduction in future premium tax in some states. The Company does not believe such assessments will be materially different from amounts already provided for in the consolidated financial statements, though the Company has no control over such assessments.
Mortgage Loan Commitments - The Company commits to lend funds under mortgage loan commitments. The amounts of these mortgage loan commitments were $0 and $745,561 at December 31, 2025 and 2024, respectively.
Notes Receivable Commitments - The Company commits to lend funds under notes receivable funding commitments. The amounts of these notes receivable commitments were $625,000 and $3,250,000 at December 31, 2025 and 2024, respectively.
Commitments to Fund Limited Liability Company and Limited Partnership Investments - The Company commits to fund investments in limited liability companies and limited partnership. The amounts of the unfunded commitments were $23,174,978 and $14,316,279 at December 31, 2025 and 2024, respectively.
Note 10 – Shareholders’ Equity
Director Compensation - Effective January 1, 2018, a compensation arrangement was approved whereby each outside Director annually received $5,000 as a retainer and $2,500 per meeting attended. Effective January 1, 2025, the compensation arrangement was revised to increase the per meeting amount from $2,500 to $3,750 . The compensation is be paid in the form of UTG, Inc. common stock. The value is determined annually on the close of business December 20th or the next business day should December 20th be a weekend or holiday, based on the activity of the year just ending. Reasonable travel expenses are reimbursed in cash as incurred. UTG’s Director Compensation policy provides that Directors who are employees of UTG or its affiliates do not receive any compensation for their services as Directors except for reimbursement for reasonable travel expenses for attending each meeting.
In December of 2025, the Company issued 2,673 shares of its common stock as compensation to the Directors. The shares were valued at $59.80 per share, the market value at the date of issue. During 2025, the Company recorded $159,845 in operating expense related to the stock issuance. In December of 2024, the Company issued 4,539 shares of its common stock as compensation to the Directors. The shares were valued at $28.09 per share, the market value at the date of issue. During 2024, the Company recorded $127,501 in operating expense related to the stock issuance.
Other Compensation - During 2025, the Company issued 481 shares of stock to management and employees as compensation at a cost of $13,974 . During 2024, the Company issued 11,867 shares of stock to management and employees as compensation at a cost of $349,312 . These awards are determined at the discretion of the Board of Directors.
Stock Repurchase Program - The Board of Directors of UTG has authorized the repurchase in the open market or in privately negotiated transactions of UTG’s common stock. At a meeting of the Board of Directors in March of 2025, the Board of Directors of UTG authorized the repurchase of up to an additional $2 million of UTG’s common stock, for a total repurchase of $26 million of UTG’s common stock in the open market or in privately negotiated transactions since inception of the program. Company Management has broad authority to operate the program, including the discretion of whether to purchase shares and the ability to suspend or terminate the program. Open market purchases are made based on the last available market price but may be limited. During 2025, the Company repurchased 18,449 shares through the stock repurchase program for $782,812 . Through December 31, 2025, UTG has spent $21,622,367 in the acquisition of 1,399,269 shares under this program.
Stock Option Plan
On March 26, 2025, the Company’s Board of Directors approved the UTG, Inc. 2025 Stock Option Plan (the “Plan”) and agreed to recommend the shareholders vote in favor of the Plan. On June 27, 2025, the Company’s shareholders approved the Stock Option Plan which provides for the grant of qualified incentive stock options and nonqualified stock options to employees, directors, consultants and advisors.
The Company has reserved for issuance, an aggregate of 300,000 shares of common stock under the Plan. As of December 31, 2025, 96,250 options have been granted, and 203,750 options remained under the Plan for future issuance.
The purpose of the Plan is to enable UTG to attract and retain the types of employees, officers, directors, consultants, and advisors who will contribute to UTG long-range success and to promote the successes of UTG’s business through the award of options to purchase shares of common stock of UTG.
The Company’s Compensation Committee will administer the Plan with respect to individuals the Board has identified as “Designated Executives” and by the Board with respect to all others eligible to participate in the Plan. The Compensation Committee and the Board are known as the “Governing Committee” of the Plan.
The Company does not currently maintain a formal policy or practice regarding the timing of options in relation to the release of material nonpublic information (“MNPI”), as such, option awards are not part of its executive compensation program. The Company has not timed the disclosure of MNPI for the purpose of affecting the value of executive compensation.
The exercise price of incentive stock options granted under the Plan must be at least equal to 100 % of the fair market value of the Company’s stock at the date of grant. The exercise price must not be less than 110 % of the fair market value of the stock at date of grant for incentive stock options granted to an employee that owns greater than 10 % of the Company stock.
The following table provides a summary of option activity under the Plan:
Number of options |
Weighted average exercise price |
Weighted average remaining contractual life (years) |
Aggregate intrinsic value (1) |
|||||||||||||
Outstanding at December 31, 2024 |
$ |
- |
$ |
|||||||||||||
Granted September 4, 2025 |
||||||||||||||||
Outstanding at December 31, 2025 |
||||||||||||||||
Exercisable at December 31, 2025 |
$ |
- |
$ |
|||||||||||||
(1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the closing price of the common stock for the options that were in the money as of December 31, 2025.
The Company estimates the fair value of options awarded on the date of grant using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate, and (iv) expected dividends. The Company estimates the expected term of options using the simplified method described in Staff Accounting Bulletin Topic 14, as amended, as it does not have sufficient historical experience for determining the expected term of the awards granted. Expected volatility is estimated based on the monthly volatility of the Company’s stock. The risk-free rate for the expected term of the option is based on the U.S Treasury yield curve at the date of grant. The expected dividend yield is 0% as the Company has not paid and does not expect to pay cash dividends. The Company recognizes forfeitures as they occur.
The assumptions used in the Black-Scholes option-pricing model for stock options granted were:
2025 |
||||
Expected volatility |
% |
|||
Weighted-average risk-free interest rate |
% |
|||
Expected dividend yield |
% |
|||
Expected term (in years) |
||||
The weighted-average grant-date fair value of options granted during 2025 was $18.32 per share. There are no options exercisable under the Plan as of December 31, 2025.
During 2025, the Board of Directors and Compensation Committee granted $1,763,747 of stock options with service-based conditions to certain employees and officers of the Company. Compensation expense related to awards with service requirements is recognized over a straight-line basis based on grant date fair value over the associated service period of the award, which is typically the vesting period. The options granted in 2025 will vest annually over a five-year period.
Total unrecognized compensation expense related to non-vested stock options granted under the Plan was $1,646,164 as of December 31, 2025, with the cost expected to be recognized over a weighted-average period of approximately 4.67 years.
Earnings Per Share Calculations
Basic earnings per share (“EPS”) are based on the weighted average number of common shares outstanding during each period. Diluted EPS is computed based on the weighted average number of common shares plus the effect of dilutive potential common shares outstanding during each period using the treasury stock method. Dilutive potential common shares include outstanding stock options and stock awards.
The components of basic and diluted EPS were as follows:
2025 |
2024 |
|||||||
Basic weighted average shares outstanding |
||||||||
Weighted average dilutive options outstanding |
||||||||
Diluted weighted average shares outstanding |
||||||||
Statutory Restrictions - Restrictions exist on the flow of funds to UTG from its insurance subsidiary. Statutory regulations require life insurance subsidiaries to maintain certain minimum amounts of capital and surplus. UG is required to maintain minimum statutory surplus of $2,500,000 . At December 31, 2025, substantially all of the consolidated shareholders’ equity represents net assets of UTG’s subsidiaries.
UG is domiciled in the state of Ohio. Ohio requires notification within 5 business days to the insurance commissioner following the declaration of any ordinary dividend and at least calendar days prior to payment of such dividend. Ordinary dividends are defined as the greater of: a) prior year statutory net income or b) 10 % of statutory capital and surplus. Extraordinary dividends (amounts in excess of ordinary dividend limitations) require prior approval of the insurance commissioner and are not restricted to a specific calculation. UG paid ordinary dividends of $0 two year period.
Note 11 - Statutory Accounting
The insurance subsidiary prepares its statutory-based financial statements in accordance with accounting practices prescribed or permitted by the Ohio Department of Insurance. These principles differ significantly from accounting principles generally accepted in the United States of America. “Prescribed” statutory accounting practices include state laws, regulations, and general administrative rules, as well as a variety of publications of the National Association of Insurance Commissioners (NAIC). “Permitted” statutory accounting practices encompass all accounting practices that are not prescribed; such practices may differ from state to state, from company to company within a state, and may change in the future.
The following table reflects UG’s statutory basis net income and capital and surplus (shareholders’ equity) as of December 31:
2025 |
2024 |
||||
Net income |
$ |
( |
$ |
||
Capital and surplus |
|||||
Note 12 – Related Party Transactions
The articles of incorporation of UG contain the following language under item 12 relative to related party transactions:
A director shall not be disqualified from-dealing with or contracting with the corporation as vendor, purchaser; employee, agent or otherwise; nor, in the absence of fraud, shall any transaction or contract or act of this corporation be void or in any way affected or invalidated by the fact that any director or any firm of which any director is a member or any corporation of which any director is a shareholder, director or officer is in any way interested in such transaction or contract or act, provided the fact that such director or such firm or such corporation so interested shall be disclosed or shall be known to the Board of Directors or such members thereof as shall be present at any meeting of the Board of Directors at which action upon any such contract or transaction or act shall be taken: nor shall any such director be accountable or responsible to the company for or in respect to such transaction or contract or act of. this corporation or for any gains or profits realized by him by reason of the fact that he or any firm of which he is a member or any corporation of which he is a shareholder, director or officer is interested in such action or contract; and any such director may be counted in determining the existence of a quorum of any meeting of the Board of Directors of the company which shall authorize or take action in respect to any such contract or transaction or act and may vote thereat to authorize, ratify, or approve any such contract or transaction or act, with like force and effect as if he or any firm of which he is a member or any corporation of which he is a shareholder, director or officer were not interested in such transaction or contract or act.
On February 20, 2003, UG purchased $4 million of a trust preferred security offering issued by First Southern Bancorp, Inc. (“FSBI”). The security has a mandatory redemption after 30 years with a call provision after 5 years. The security pays a quarterly dividend at a fixed rate of 6.515 %. The Company received dividends of $156,812 and $165,590 during 2025 and 2024, respectively. At the end of 2025, FSBI fully repaid the trust preferred security.
On March 30, 2009, UG purchased $1 million of FSBI common stock. The sale and transfer of this security is restricted by the provisions of a stock restriction and buy-sell agreement.
UTG has a 30.10 % ownership interest in an aircraft that is jointly owned with First Southern National Bank and Bandyco, LLC. Bandyco, LLC is affiliated with the Estate of Ward F. Correll. Mr. Correll is the father of Jesse Correll and a former director of the Company. The aircraft is used for business related travel by various officers and employees of the Company. For years 2025 and 2024, UTG paid $331,432 and $332,445 for costs associated with the aircraft, respectively.
Effective January 1, 2007, UTG entered into administrative services and cost sharing agreements with its subsidiary. Under this arrangement, the subsidiary pays its proportionate share of expenses, based on an allocation formula. During 2025 and 2024, UG paid $8,025,341 and $7,480,761 , respectively, in expenses. The Ohio Department of Insurance has approved the cost sharing agreement and it is Management’s opinion that where applicable, costs have been allocated fairly and such allocations are based upon accounting principles generally accepted in the United States of America.
The Company from time to time acquires mortgage loans through participation agreements with FSNB. FSNB services the Company’s mortgage loans including those covered by the participation agreements. The Company pays a 0.25 % servicing fee on these loans and a one-time fee at loan origination of 0.50 % of the original loan cost to cover costs incurred by FSNB relating to the processing and establishment of the loan. The Company paid $18,726 and $20,137 in servicing fees and $0 and $26,665 in origination fees to FSNB during 2025 and 2024, respectively.
Effective January 1, 2017, UTG entered into a shared services contract with FSNB. Pursuant to the terms of the agreement, UTG and FSNB will utilize the services of the other’s staff in certain instances for the betterment of both entities. Personnel within departments, such as accounting, human resources, and information technology, are shared between the entities. Costs of these resources are then reimbursed between the companies. The shared services arrangement provides benefits to both parties such as access to a greater pool of knowledgeable staff, efficiencies from elimination of redundancies and more streamlined operations.
The Company reimbursed expenses incurred by employees of FSNB relating to salaries, travel and other costs incurred on behalf of or relating to the Company and received reimbursements from FSNB. The Company paid $1,432,103 and $1,217,395 in 2025 and 2024, respectively to FSNB in net reimbursement of such costs.
Effective July 1, 2018, the Company assumed the employees of several smaller entities owned or associated with UTG. The purpose of this was to support the continued efforts to further streamline operations amongst associated entities. The salaries, benefits, and payroll related processing fees are 100 % reimbursed by the associated entities on a monthly basis. During 2025 and 2024, the Company received reimbursements of $1,661,687 and $1,605,028 , respectively. These costs are eliminated for consolidation of these entities, where applicable.
The Company rents a portion of the first floor and second floor of an 8,000 square foot, two-story office building, located in Stanford, KY. The first floor of the building is occupied by UTG and FSNB employees that are included in the shared services agreement between the two entities. The second floor is occupied by the customer service call centers for both UTG and FSNB employees. The building is owned by FSNB and UTG pays $2,000 per month in rent to FSNB for the portion of the building occupied by UTG employees. The Company paid rent of $24,000
Note 13 – Other Cash Flow Disclosures
On a cash basis, the Company paid the following expenses for the periods ended December 31:
2025 |
2024 |
||||
Interest |
$ |
$ |
|||
Federal income tax |
|||||
Note 14 - Concentrations
The Company maintains cash balances in financial institutions that at times may exceed federally insured limits. The Company maintains its primary operating cash accounts with First Southern National Bank, an affiliate of the largest shareholder of UTG, Mr. Jesse T. Correll, the Company’s CEO and Chairman. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.
Because UTG serves primarily individuals located in three states, the ability of our customers to pay their insurance premiums is impacted by the economic conditions in these areas. As of December 31, 2025 and 2024, approximately 53 % and 52 %, respectively, of the Company’s total direct premium was collected from Illinois, Ohio, and Texas. Thus, results of operations are heavily dependent upon the strength of these economies.
The Company reinsures that portion of insurance risk which is in excess of its retention limits. Retention limits range up to $125,000 per life. Life insurance ceded represented 20 34 % and 30 % of premium income for 2025 and 2024, respectively. The Company would be liable for the reinsured risks ceded to other companies to the extent that such reinsuring companies are unable to meet their obligations.
The Company owns a variety of investments associated with the oil and gas industry. These investments represented approximately 35 % and 34 % of the Company’s total invested assets at December 31, 2025 and 2024, respectively. The following table provides an allocation of the oil and gas investments by type as of December 31:
2025 |
Land, Minerals & Royalty Interests |
Exploration |
Total |
|||||||||
Fixed maturities, at fair value |
$ |
$ |
$ |
|||||||||
Equity securities, at fair value |
||||||||||||
Equity securities, at cost |
||||||||||||
Investment real estate |
||||||||||||
Notes receivable |
||||||||||||
Total |
$ |
$ |
$ |
|||||||||
2024 |
Land, Minerals & Royalty Interests |
Exploration |
Total |
|||||||||
Fixed maturities, at fair value |
$ |
$ |
$ |
|||||||||
Equity securities, at fair value |
||||||||||||
Equity securities, at cost |
||||||||||||
Investment real estate |
||||||||||||
Notes receivable |
||||||||||||
Total |
$ |
$ |
$ |
|||||||||
As of December 31, 2025 and 2024, the Company owned four equity securities that represented approximately 79 % and four securities that represented approximately 81 %, respectively, of the total investments associated with the oil and gas industry.
The Company’s results of operations and financial condition have in the past been, and may in the future be, adversely affected by the degree of certain industry specific concentrations in the Company’s investment portfolio. The Company has significant exposure to investments associated with the oil and gas industry. Events or developments that have a negative effect on the oil and gas industry may adversely affect the valuation of our investments in this specific industry. The Company’s ability to sell its investments associated with the oil and gas industry may be limited.
Note 15 – Segment Information
The Company is organized into a reportable segment: insurance distribution. The Company derives its revenue entirely from within the United States and manages business activities on a consolidated basis. The Company’s chief operating decision maker is its Chief Executive Officer.
The accounting policies of the insurance distribution segment are the same as those described in the summary of significant accounting policies. The chief operating decision maker uses net income or loss, as reported on the Consolidated Statements of Operations, to assess performance and allocate resources for the insurance distribution segment. The significant segment expense categories regularly provided to the chief operating decision maker are the same as those included on the Consolidated Statements of Operations. The measure of segment assets is total assets as reported on the Consolidated Balance Sheets.
The chief operating decision maker uses net income or loss to assess performance by examining period-over-period trends and monitoring budget versus actual results.
Note 16 – Selected Quarterly Financial Data
As a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and Item 10(f)(1) of Regulation S-K, the Company has elected to comply with certain scaled disclosure reporting obligations, and therefore does not have to provide the information required by this item.
Note 17 – Adoption of Accounting Standards
In August 2018, the FASB issued updated guidance, Accounting Standards Update 2018-12 (ASU 2018-12) to the existing recognition, measurement, presentation and disclosure requirements for long-duration contracts issued by an insurance entity. This update improved the timeliness of recognizing changes in the liability for future policy benefits, modified the rate used to discount future cash flows, simplified and improved accounting for certain market-based options or guarantees associated with deposit (i.e., account balance) contracts, simplified the amortization of deferred acquisitions costs and expanded required disclosures.
The expanded disclosure requires an insurance entity to provide disaggregated roll forwards of beginning to ending balances of the following: liability for future policy benefits, policyholder account balances, market risk benefits, separate account liabilities and deferred acquisition costs including disclosure about, changes to and effect of changes for significant inputs, judgments, assumptions and methods used in measurements.
The Company adopted ASU 2018-12 on December 31, 2025, for the liability for future policy benefits. ASU 2018-12 was adopted on a modified retrospective basis such that the balance for the liability for future policy benefits was adjusted to conform to ASU 2018-12 effective January 1, 2024. With respect to an analysis for market risk benefits, the Company concluded that it had no market-based options or guarantees associated with its liability for policyholders’ account balances. Also, the Company does not currently have a deferred acquisition cost asset and did not have such an asset at January 1, 2024.
Based upon the adoption of ASU 2018-12, there was no cumulative effect adjustment recorded to retained earnings, net of tax, and a cumulative effect adjustment of $4,962,670 was recorded as an increase to Accumulated Other Comprehensive Income, net of tax, as of January 1, 2024.
The impact to Accumulated Comprehensive Income is a result of the difference between the locked in rate and the current rate.
The increase (decrease) on the impacted caption in the consolidated balance sheet, consolidated statement of operations, consolidated statement of comprehensive income, and consolidated statements of cash flows related to the retrospective cumulative effect adjustments of ASU 2018-12 is summarized as follows:
As Previously |
||||||||
December 31, 2024 |
Reported |
Adjustments |
As Restated |
|||||
Consolidated Balance Sheets |
||||||||
Future policy benefits |
$ |
$ |
( |
$ |
||||
Deferred income taxes |
||||||||
Retained earnings |
||||||||
Accumulated other comprehensive income (loss) |
( |
|||||||
Consolidated Statements of Operations |
||||||||
Benefits, claims and settlement expenses: Life |
$ |
$ |
( |
$ |
||||
Operating expenses |
( |
|||||||
Income tax expense |
||||||||
Net income attributable to common shareholders |
||||||||
Basic income per share |
||||||||
Diluted income per share |
||||||||
Consolidated Statements of Comprehensive Income (Loss) |
||||||||
Net income |
$ |
$ |
$ |
|||||
Subtotal: Other comprehensive income (loss), net of tax |
( |
|||||||
Comprehensive income attributable to UTG, Inc. |
||||||||
Consolidated Statements of Cash Flows |
||||||||
Net income |
$ |
$ |
$ |
|||||
Provision for deferred income tax expense |
||||||||
Change in policy liabilities and accruals |
( |
( |
( |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) that are designed to ensure that the information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our disclosure controls and procedures are also designed to ensure that information required to be disclosed in our Exchange Act reports is accumulated and communicated to Management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our Management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2025 and, based on this evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective at a reasonable assurance level.
Management’s Report on Internal Controls Over Financial Reporting
Our Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
The Company’s Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making the assessment, Management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on Management’s assessment, Management concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective.
This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only Management’s report in this Annual Report.
Changes in Internal Controls
There have been no changes in the Company’s internal control over financial reporting since December 31, 2025, in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13a-15(e) and 15d-15(e), that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company’s process for evaluating controls and procedures is continuous and encompasses constant improvement of the design and effectiveness of established controls and procedures and the remediation of any deficiencies, which may be identified during this process.
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The Board of Directors
In accordance with the laws of Delaware and the Certificate of Incorporation and Bylaws of UTG, as amended, UTG is managed by its executive officers under the direction of the Board of Directors. The Board elects executive officers, evaluates their performance, works with management in establishing business objectives and considers other fundamental corporate matters, such as the issuance of stock or other securities, the purchase or sale of a business and other significant corporate business transactions. In the fiscal year ended December 31, 2025, the Board met five times. During 2025, all Directors attended at least 75% of all meetings of the Board and meetings of committees of the Board. Our Board of Directors does not have a policy requiring directors to attend annual meetings of shareholders. All Board members attended our 2025 annual shareholders’ meeting, except for Preston Correll.
The Board of Directors has an Audit Committee consisting of Messrs. Molnar, Harmon, and Cortines. Our Board has determined that each of the members of the Audit Committee meets the criteria for independence under the NASDAQ listing standards. The Audit Committee performs such duties as outlined in the Company’s Audit Committee Charter. The Audit Committee reviews and acts or reports to the Board with respect to various auditing and accounting matters, the scope of the audit procedures and the results thereof, internal accounting and control systems of UTG, the nature of services performed for UTG and the fees to be paid to the independent auditors, the performance of UTG’s independent and internal auditors and the accounting practices of UTG. The Audit Committee also recommends to the full Board of Directors the auditors to be appointed by the Board. The Audit Committee met four times in 2025.
The Board has reviewed the qualifications of each member of the audit committee and determined one member of the committee, Gabriel Molnar, meets the definition of an “audit committee financial expert” as defined in Item 407 of Regulation S-K.
The Board of Directors has a Compensation Committee consisting of Messrs. Darden, Cortines, and Ochs. Our Board has determined that each of the members of the Compensation Committee meets the criteria for independence under the NASDAQ listing standards. The Compensation Committee performs such duties as outlined in the Company’s Compensation Committee Charter. The Compensation Committee reviews and acts or reports to the Board with respect to various compensation matters relative to the Company’s executive officers. The Compensation Committee has the authority to delegate appropriate matters to subcommittees as the Committee may determine in its discretion. The Compensation Committee met one time in 2025.
Under UTG’s By-Laws, the Board of Directors should be comprised of at least six and no more than eleven Directors. At December 31, 2025, the Board consisted of eight Directors. Shareholders elect Directors to serve for a period of one year at UTG’s annual shareholders’ meeting.
The Board of Directors does not have a formal nominating committee, or a committee that performs similar functions, and does not have a nominating committee charter. The Board has concluded that the nominating process should not be limited to certain members so that a comprehensive selection of candidates can be considered. Therefore, the nomination process is conducted by the full Board of Directors. The Board of Directors has not adopted a formal policy with regard to the consideration of Director candidates recommended by shareholders. Candidates for nomination have been recommended by an executive officer or director and considered by the Board of Directors. Generally, candidates have been persons who have been known to one or more of our Board members. The Board of Directors will, however, consider nominees recommended by shareholders. Shareholders wishing to recommend candidates for Board membership must submit the recommendations in writing to the Secretary of the Company at least 90 days prior to a date corresponding to the previous year’s Annual Meeting, with the submitting shareholder’s name and address and pertinent information about the proposed nominee similar to that set forth for directors named herein. The Board does not evaluate potential nominees for director differently based on whether they are recommended by a shareholder.
The Board of Directors has not adopted specific minimum qualifications that it believes must be met by a person it recommends for nomination as a director. Proposed nominees will be considered in light of their potential contributions to the Board, their backgrounds, their independence and such other factors as the Board considers appropriate. We do not have a specific policy relating to the consideration of diversity in identifying director candidates. However, the Board of Directors does consider the diversity of our Board when identifying director candidates. The amount of consideration given to diversity varies with the Boards’ determination of whether we would benefit from expanding the Board’s diversity in a particular area. We believe this policy has been effective in identifying candidates with the diverse business experience necessary to lead our Company.
Our directors have demonstrated significant achievement and generally have significant management experience in one or more fields of business, professional, governmental, community or academic endeavors. Our directors have sound judgement as a result of their management or policy making experience and demonstrate an ability to function effectively in an oversight role. Given the tenure of most of the directors on our Board, they have a general appreciation regarding major issues facing the Company. These experiences make each of our directors well qualified to be a member of the Company’s Board of Directors.
The Board of Directors has provided a process for shareholders to send communications directly to the Board. These communications can be sent to Jesse Correll, Chairman of the Board, CEO, and President of UTG, at the corporate headquarters at 205 North Depot Street, Stanford, Kentucky 40484.
Our Board of Directors is led by Jesse Correll, our Chairman of the Board, CEO, and President. The decision as to who should serve as Chairman of the Board, and who should serve as Chief Executive Officer, and whether those offices should be combined or separate, is properly the responsibility of our Board of Directors. The Board of Directors believes that the most effective leadership structure for us at this time is for Mr. Correll to serve as both Chairman of the Board and Chief Executive Officer. Our Board does not have a lead independent director and does not believe that designating a lead independent director would be necessary or helpful at this time.
Our Board of Directors oversees our risk management in cooperation with management. The Board and management regularly assess and communicate regarding risks confronting the Company, including transaction specific risks, macroeconomic trends, industry developments, and risk factors unique to our business. The members of the Audit Committee also discuss various financial reporting and accounting risk factors with our independent audit firm.
Section 16(a) Beneficial Ownership Reporting Compliance
Directors and officers of UTG file periodic reports regarding ownership of Company securities with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934 as amended, and the rules promulgated there under. UTG is not aware of any individuals who filed late with the Securities and Exchange Commission during 2025. SEC filings may be viewed from the Company’s Web site www.utgins.com.
Audit Committee Report to Shareholders
In connection with the December 31, 2025 financial statements, the audit committee: (1) reviewed and discussed the audited financial statements with Management; (2) discussed with the independent auditors the matters required by Statement on Auditing Standards No. 61, Communications with Audit Committees, as amended, (AICPA, Professional Standards, Vol. 1 AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and (3) received the written disclosures and the letter from its independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and has discussed with the independent auditors their independence. Based upon these reviews and discussions, the audit committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K filed with the SEC for the last fiscal year.
Members of the Company’s Audit Committee:
Gabriel J. Molnar |
Committee Chairman |
Thomas E. Harmon |
|
John M. Cortines |
The following information with respect to business experience of the Board of Directors has been furnished by the respective Directors or obtained from the records of UTG.
Name, Age |
Position with the Company, Business Experience and Other Directorships |
Jesse T. Correll, 69 |
Chairman of UTG and Universal Guaranty Life Insurance Company since 2000; Director of UTG since 1999; Chairman of First Southern Bancorp, Inc. since 1988; President and CEO of First Southern Bancorp, Inc. from 1988-2015 and 2023 to present; Manager and President of First Southern Funding, LLC since 1992; President, Director of The River Foundation since 1990; Board member of Crown Financial Ministries from 2004 to 2009; Friends of the Good Samaritans since 2005; Generous Giving from 2006 to 2009; the National Christian Foundation since 2006; Centre Board of Trustees from 2015 to 2022; and Cumberland Lake Shell, Inc. since 2017. |
Preston H. Correll, 45 |
Preston, along with his wife Rachel, and three children own and operate St. Asaph Farm in Stanford, Kentucky where they focus on sustainable farming and raising natural meat. He is also co-founder of Marksbury Farm Market based in Bryantsville, Kentucky. He has been involved with The Good Samaritan School in Delhi, India since 2003 and serves on the board of the Friends of the Good Samaritans. Director of UTG, Inc. since December 2018. |
John M. Cortines, 37 |
Mr. Cortines serves as the Director of Grantmaking at the Maclellan Foundation. He is the author of multiple books on money, faith, and generosity. Prior to entering the nonprofit sector, he worked in the oil and gas industry as an engineer for Chevron Corporation. Mr. Cortines is a graduate of Harvard Business School (MBA), King Abdullah University of Science and Technology (MS), and Texas A&M University (BS). Director of UTG, Inc. since December 2018. |
Thomas F Darden, II, 71 |
Mr. Darden is the Founder and Chief Executive Officer of Cherokee, an investment company that invests in both private equity and venture capital. Beginning in 1984, Mr. Darden served for 16 years as the Chairman of Cherokee Sanford Group, a brick manufacturing and soil remediation company. From 1981 to 1983, he was a consultant with Bain & Company in Boston. From 1977 to 1978, he worked as an environmental planner for the Korea Institute of Science and Technology in Seoul, where he was a Henry Luce Foundation Scholar. Mr. Darden is on the Boards of Shaw University, the Institute for The Environment at the University of North Carolina and the Board of Governors of the Research Triangle Institute. Mr. Darden earned a Masters in Regional Planning from the University of North Carolina, a Juris Doctor from Yale Law School and a Bachelor of Arts from the University of North Carolina, where he was a Morehead Scholar. |
Thomas E. Harmon, 71 |
Mr. Darden is the Founder and Chief Executive Officer of Cherokee, an investment |
Mr. Harmon is the previous owner and President of Harmon Foods, Inc., a chain of retail supermarkets, for the past 40 years. Mr. Harmon recently sold the operating parts of Harmon Foods, Inc. now managing the assets of Harmon Foods. Mr. Harmon has been active in many charitable organizations over the years, most recently serving as a Board Member with Amigos En Cristo Ministries, an organization serving one of the most disadvantaged parts of the world – Juarez, Mexico. |
|
Gabriel J. Molnar, 39 |
Mr. Molnar is the Chief Financial Officer at Capstone Realty Inc., a commercial real estate development company in Louisville, Kentucky. Mr. Molnar is a licensed CPA and real estate broker in Kentucky. Prior to Capstone, Mr. Molnar worked as a Financial Analyst with Procter & Gamble and as a public company auditor and healthcare consultant with PricewaterhouseCoopers. Mr. Molnar received a MBA from the Owen Graduate School of Management at Vanderbilt University and is also a graduate of Asbury University in Wilmore, Kentucky. |
Peter L. Ochs, 74 |
Mr. Ochs is founder of Capital III, a private equity investment firm located in Wichita, Kansas. Capital III provides impact investment capital and management with investments in manufacturing, real estate, energy, and education with a geographical focus on the US and Latin America. Prior to founding Capital III, Mr. Ochs spent 8 years in the commercial banking industry. Mr. Ochs graduated from the University of Kansas with a degree in business and finance. He currently serves on the boards of UTG, Inc., the American Independence Funds, and Trinity Academy. |
Charles W. Perry, 43 |
Director of UTG and Universal Guaranty Life Insurance Company since September 2025. Mr. Perry is the co-founding partner and member of PBX since 2012 to present. He is also co-founder and CEO of Master Mineral Holdings l, LP and Master Mineral Holdings II, LP, Master Mineral Holdings III, LP, a mineral acquisition company with a focus on the Appalachian Basin, since 2009 to present. He has also served as Founder and Managing Partner of Voyage Energy, an oil and gas investment company, since 2011 to present. He has worked in other various aspects of the oil and gas industry for 20 years. Mr. Perry holds a Bachelor of Business Administration degree in Business Finance from Texas Tech University. He has been a part of Teen Flow board since 2012 as well as trustee for Abell-Hanger Foundation since 2024. He has served on other non-profit boards throughout his career. |
Executive Officers and significant employees of UTG
More detailed information on the following executive officers of UTG appears under “Directors”:
Jesse T. Correll |
Chairman of the Board, Chief Executive Officer, and President |
Other executive officers of UTG are set forth below:
Name, Age |
Position with UTG and Business Experience |
Theodore C. Miller, 63 |
Senior Vice President and Chief Financial Officer of UTG, Inc. and Universal Guaranty Life Insurance Company since 1997; Senior Vice President and Chief Financial Officer of subsidiary companies since 1997; and Chief Financial Officer of First Southern Bancorp, Inc. and First Southern National Bank since 2016. |
Daniel T. Roberts, 43 |
Vice President of UTG, Inc and Universal Guaranty Life Insurance Company since February 2023. President of Universal Guaranty Life Insurance Company since September 2023; Vice President of First Southern Bancorp, Inc. and First Southern National Bank since 2023 and served in various capacities since 2016. |
Douglas P. Ditto, 70 |
Vice President of UTG, Inc. and Universal Guaranty Life Insurance Company since June 2009; Chief Investment Officer from 2009 to 2012; Assistant Vice President from June 2003 to June 2009; Executive Vice President of First Southern Bancorp, Inc. since March 1985. |
Casey J. Willis, 49 |
Vice President of UTG, Inc. and Universal Guaranty Life Insurance Company since June 2017. Mr. Willis’ primary responsibilities and expertise is in the purchase and sale of land with an emphasis on timberland properties. |
Code of Ethics
The Company has adopted a Code of Ethics and Business Conduct for our Directors, officers (including our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or Controller, and persons performing similar function) and employees. The Code of Business Conduct and Ethics is available to our shareholders by requesting a free copy of the Code of Business Conduct and Ethics by writing to us at UTG, Inc., 205 North Depot Street, Stanford, Kentucky 40484.
Item 11. Executive Compensation
Executive Compensation Table
The following table sets forth certain information regarding compensation paid to or earned by UTG’s Chief Executive Officer, and each of UTG’s two most highly compensated executive officers whose salary plus bonus exceeded $100,000 during UTG’s last fiscal year:
Name and Principal position |
Year |
Salary |
Bonus |
Stock Awards (1) |
All Other Compensation (2) |
Total |
|||||
Jesse T. Correll Chief Executive Officer |
2025 |
$ |
225,000 |
$ |
350,000 |
$ |
0 |
$ |
13,331 |
$ |
588,331 |
2024 |
217,500 |
9 |
234,991 |
13,050 |
465,550 |
||||||
Douglas P. Ditto Vice President |
2025 |
206,250 |
300,000 |
0 |
11,953 |
518,203 |
|||||
2024 |
187,500 |
200,000 |
0 |
11,250 |
398,750 |
||||||
Daniel T. Roberts Vice President |
2025 |
105,000 |
150,000 |
0 |
6,188 |
261,188 |
|||||
Theodore C. Miller Chief Financial Officer |
2025 |
120,000 |
130,000 |
0 |
7,144 |
257,144 |
|||||
2024 |
117,500 |
69,900 |
30,100 |
7,050 |
224,550 |
||||||
Casey J. Willis (3) Vice President |
2025 |
210,000 |
250,000 |
0 |
12,400 |
472,400 |
|||||
2024 |
200,000 |
300,000 |
49,998 |
12,000 |
561,998 |
(1) |
Stock awards in the form of an annual bonus of 0 and 11,726 shares were issued in 2025 and 2024, respectively. |
(2) |
All Other Compensation consists of matching contributions to an Employee Savings Trust 401(k) Plan |
(3) |
Casey Willis is not deemed to be an executive officer. |
Outstanding Equity Awards at Fiscal Year End
On June 27, 2025, the UTG shareholders approved a stock option plan for the Company which provides for the grant of qualified incentive stock options and nonqualified stock options to employees, directors, consultants, and advisors. The plan has an aggregate of 300,000 shares that can be granted. The purpose of the plan is to enable the Company to attract and retain they types of employees, officers, directors, consultants, and advisors who will contribute to UTG long-range success and to promote the successes of UTG’s business through the award of options to purchase shares of common stock of UTG. The plan terminates 10 years from the approval by shareholders.
On September 4, 2025, the Company’s compensation committee granted stock options to certain employees of the Company including certain named executive officers and significant employees.
The following table reflects the stock options outstanding issued to the named executive officers and other significant employees as of December 31, 2025:
Name |
Number of securities underlying unexercised options (#) exercisable |
Number of securities underlying unexercised options (#) unexercisable |
Option exercise price ($) |
Option expiration date |
Jesse T. Correll, Chief Executive Officer |
0 |
15,000 |
$48.40 |
September 4, 2030 |
Douglas P. Diito, Vice President |
0 |
15,000 |
$44.00 |
September 4, 2035 |
Daniel T. Roberts, Vice President |
0 |
15,000 |
$44.00 |
September 4, 2035 |
Theodore C. Miller, Chief Financial Officer |
0 |
10,000 |
$44.00 |
September 4, 2035 |
Casey J. Willis, Vice President |
0 |
15,000 |
$44.00 |
September 4, 2035 |
The shares granted will vest evenly over a 5-year period starting one year after the grant date.
Compensation of Directors
Effective January 1, 2025, a new compensation arrangement was approved whereby each outside Director annually receives $5,000 as a retainer and $3,750 per meeting attended. The compensation, however, is paid in UTG Common Stock. The value is determined annually on the close of business December 20 or the next business day should December 20 be a weekend or holiday, based on the activity of the year just ending. Reasonable travel expenses are reimbursed in cash as incurred. UTG's Director Compensation policy provides that Directors who are officers of UTG or its affiliates do not receive any compensation for their services as Directors except for reimbursement for reasonable travel expenses for attending each meeting. The following table reflects compensation paid to all Directors who served in 2025.
Name |
Fees Earned or Paid in Cash |
Stock Awards (1) |
All Other Compensation (2) |
Total |
||||
Jesse T. Correll, Chief Executive Officer |
$ |
0 |
$ |
0 |
$ |
0 |
$ |
0 |
Charles W. Perry, Director |
0 |
12,500 |
0 |
12,500 |
||||
Preston H. Correll, Director |
0 |
20,000 |
0 |
20,000 |
||||
John M. Cortines, Director |
0 |
23,750 |
0 |
23,750 |
||||
Thomas F. Darden, II, Director |
0 |
23,750 |
0 |
23,750 |
||||
Howard L. Dayton, Director (retired during 2025) |
0 |
16,250 |
0 |
16,250 |
||||
Thomas E. Harmon, Director |
0 |
20,000 |
0 |
20,000 |
||||
Gabriel J. Molnar, Director |
0 |
23,750 |
0 |
23,750 |
||||
Peter L. Ochs, Director |
0 |
20,000 |
0 |
20,000 |
(1) Market value of stock on earned date was $59.80 per share.
(2) Other Compensation represents payment for consulting services performed relative to management enrichment.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Principal Holders of Securities
The following tabulation sets forth the name and address of the entity known to be the beneficial owners of more than 5% of UTG’s Common Stock and shows: (i) the total number of shares of Common Stock beneficially owned by such person as of February 1, 2025 and the nature of such ownership; and (ii) the percent of the issued and outstanding shares of Common Stock so owned as of the same date.
Title |
Amount |
Percent |
|
of |
Name and Address |
and Nature of |
Of |
Class |
of Beneficial Owner (2) |
Beneficial Ownership |
Class (1) |
Common |
Jesse T. Correll |
154,312 |
(3)(5) |
4.9% |
Stock, no |
First Southern Bancorp, Inc. |
1,406,785 |
(3)(4)(5) |
44.8% |
par value |
First Southern Funding, LLC |
486,957 |
(3)(4)(5) |
15.5% |
First Southern Holdings, LLC |
1,201,876 |
(3)(4)(5) |
38.3% |
|
WCorrell, Limited Partnership |
72,750 |
(3)(5) |
2.3% |
|
Cumberland Lake Shell, Inc. |
128,750 |
(5) |
4.1% |
(1) The percentage of shares owned is based on 3,140,988 shares of Common Stock outstanding as of February 1, 2026. |
(2) The address for each of Jesse Correll, First Southern Bancorp, Inc. (“FSBI”), First Southern Funding, LLC (“FSF”), First Southern Holdings, LLC (“FSH”), and WCorrell, Limited Partnership (“WCorrell LP”), is 205 North Depot Street, Stanford, Kentucky 40484. The address for Cumberland Lake Shell, Inc. (“CLS”) is P.O. Box 430, 150 Railroad Drive, Somerset, Kentucky 42502. |
(3) The share ownership of Jesse Correll listed includes 81,562 shares of Common Stock owned by him individually. The share ownership of Mr. Correll also includes 72,750 shares of Common Stock held by WCorrell, Limited Partnership, a limited partnership in which Jesse Correll serves as managing general partner and as such, has sole voting and dispositive power over the shares held by the entity. In addition, by virtue of his ownership of voting securities of FSF and FSBI, and in turn, their ownership of 100% of the outstanding membership interests of FSH (the holder of 1,201,876 shares of Common Stock), Mr. Correll may be deemed to beneficially own the total number of shares of Common Stock owned by FSH, and may be deemed to share with FSH the right to vote and to dispose of such shares. Mr. Correll owns approximately 82% of the outstanding membership interests of FSF. Additionally, Mr. Correll owns directly approximately 45%, companies he controls own approximately 17%, and he has the power to vote but does not own an additional 2% of the outstanding voting stock of FSBI. FSBI and FSF in turn own 99% and 1%, respectively, of the outstanding membership interests of FSH. |
(4) The share ownership of FSBI consists of 204,909 shares of Common Stock held by FSBI directly and 1,201,876 shares of Common Stock held by FSH of which FSBI is a 99% member and FSF is a 1% member. As a result, FSBI may be deemed to share the voting and dispositive power over the shares held by FSH. |
(5) According to the Schedule 13D, as amended, filed May 6, 2025, Jesse Correll, FSBI, FSF and FSH, have agreed in principle to act together for the purpose of acquiring or holding equity securities of UTG. In addition, because of their relationship with these Reporting Persons, Cumberland Lake Shell, Inc. and WCorrell Limited Partnership may also be deemed to be members of this group. Therefore, each may be deemed to have acquired beneficial ownership of the equity securities of UTG beneficially owned by each of the Reporting Persons. |
Security Ownership of Management of UTG
The following tabulation shows with respect to each of the Directors of UTG, UTG’s Chief Executive Officer and each of UTG’s two most highly compensated executive officers whose salary plus bonus exceeded $100,000 for fiscal 2025, and with respect to all executive officers and Directors of UTG as a group: (i) the total number of shares of Common Stock beneficially owned by such person as of February 1, 2025 and the nature of such ownership; and (ii) the percent of the issued and outstanding shares of stock so owned as of the same date.
Title of |
Name and Address of |
Amount and Nature of |
Percent of |
Class |
Beneficial Owner |
Beneficial Ownership |
Class (1) |
UTG’s |
Jesse T. Correll |
Stanford, KY |
2,176,804 |
(2) |
69.3% |
Common |
Preston H. Correll |
Stanford, KY |
3,816 |
(3) |
* |
Stock, no |
John M. Cortines |
Georgetown, TN |
3,749 |
(4) |
* |
Par value |
Thomas F. Darden, II |
Raleigh, NC |
64,411 |
2.1% |
|
Douglas P. Ditto |
Danville, KY |
50,394 |
(6) |
1.6% |
|
Thomas E. Harmon |
Springfield, IL |
4,977 |
* |
||
Theodore C. Miller |
Stanford, KY |
16,292 |
* |
||
Gabriel J. Molnar |
Louisville, KY |
4,464 |
* |
||
Peter L. Ochs |
Valley Center, KS |
8,868 |
(7) |
* |
|
Daniel T. Roberts |
Stanford, KY |
1,856 |
(8) |
* |
|
Charles W. Perry |
Midland, TX |
209 |
* |
||
All Directors and executive officers as a group (eleven in number) |
2,335,840 |
74.7% |
* Less than 1%
(1) The percentage of outstanding shares for UTG is based on 3,140,988 shares of Common Stock outstanding as of February 1, 2026.
(2) The share ownership of Jesse Correll listed includes 81,562 shares of Common Stock owned by him individually. The share ownership of Mr. Correll also includes 72,750 shares of Common Stock held by WCorrell, Limited Partnership, a limited partnership in which Jesse Correll serves as managing general partner and as such, has sole voting and dispositive power over the shares held by the entity. In addition, by virtue of his ownership of voting securities of FSF and FSBI, and in turn, their ownership of 100% of the outstanding membership interests of FSH (the holder of 1,201,876 shares of Common Stock), Mr. Correll may be deemed to beneficially own the total number of shares of Common Stock owned by FSH, and may be deemed to share with FSH the right to vote and to dispose of such shares. Mr. Correll owns approximately 82% of the outstanding membership interests of FSF. Additionally, Mr. Correll owns directly approximately 45%, companies he controls own approximately 17%, and he has the power to vote but does not own an additional 2% of the outstanding voting stock of FSBI. FSBI and FSF in turn own 99% and 1%, respectively, of the outstanding membership interests of FSH
(3) Includes 3 shares held in street name.
(4) Includes 848 shares held in spouse’s IRA and 1,881 shares held in street name.
(5) Includes 473 shares held in street name.
(6) Includes 1,600 shares held in a retirement account, 800 shares in street name, and 2,500 shares held by two of his children, and 1,500 held by a third child.
(7) Includes 2,000 shares held in a trust for benefit of named individual.
(8) Includes 460 shares held in a retirement account.
Except as indicated above, the foregoing persons hold sole voting and investment power.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The Board of Directors determined that seven of the eight current Directors are “independent” as defined by Rule 5605 of the NASDAQ listing standards. The independent Directors are, Preston H. Correll, John M. Cortines, Thomas F. Darden, Thomas E. Harmon, Gabriel J. Molnar, Charles W. Perry and Peter L. Ochs.
The articles of incorporation of UG contain the following language under item 12 relative to related party transactions:
A director shall not be disqualified from-dealing with or contracting with the corporation as vendor, purchaser; employee, agent or otherwise; nor, in the absence of fraud, shall any transaction or contract or act of this corporation be void or in any way affected or invalidated by the fact that any director or any firm of which any director is a member or any corporation of which any director is a shareholder, director or officer is in any way interested in such transaction or contract or act, provided the fact that such director or such firm or such corporation so interested shall be disclosed or shall be known to the Board of Directors or such members thereof as shall be present at any meeting of the Board of Directors at which action upon any such contract or transaction or act shall be taken: nor shall any such director be accountable or responsible to the company for or in respect to such transaction or contract or act of this corporation or for any gains or profits realized by him by reason of the fact that he or any firm of which he is a member or any corporation of which he is a shareholder, director or officer is interested in such action or contract; and any such director may be counted in determining the existence of a quorum of any meeting of the Board of Directors of the company which shall authorize or take action in respect to any such contract or transaction or act and may vote thereat to authorize, ratify, or approve any such contract or transaction or act, with like force and effect as if he or any firm of which he is a member or any corporation of which he is a shareholder, director or officer were not interested in such transaction or contract or act.
On February 20, 2003, UG purchased $4 million of a trust preferred security offering issued by First Southern Bancorp, Inc. (“FSBI”). The security has a mandatory redemption after 30 years with a call provision after 5 years. The security pays a quarterly dividend at a fixed rate of 6.515%. The Company received dividends of $156,812 and $165,590 during 2025 and 2024, respectively. At December 31, 2025, FSBI fully repaid the trust preferred security.
On March 30, 2009, UG purchased $1 million of FSBI common stock. The sale and transfer of this security is restricted by the provisions of a stock restriction and buy-sell agreement.
UTG has a 30.10% ownership interest in an aircraft that is jointly owned with First Southern National Bank and Bandyco, LLC. Bandyco, LLC is affiliated with the Estate of Ward F. Correll. Mr. Correll is the father of Jesse Correll and a former director of the Company. The aircraft is used for business related travel by various officers and employees of the Company. For years 2025 and 2024, UTG paid $331,432 and $332,445 for costs associated with the aircraft, respectively.
Effective January 1, 2007, UTG entered into administrative services and cost sharing agreements with its subsidiary. Under this arrangement, the subsidiary pays its proportionate share of expenses, based on an allocation formula. During 2025 and 2024, UG paid $8,025,341 and $7,480,761, respectively, in expenses. The Ohio Department of Insurance has approved the cost sharing agreement and it is Management’s opinion that where applicable, costs have been allocated fairly and such allocations are based upon accounting principles generally accepted in the United States of America.
The Company from time to time acquires mortgage loans through participation agreements with FSNB. FSNB services the Company’s mortgage loans including those covered by the participation agreements. The Company pays a 0.25% servicing fee on these loans and a one-time fee at loan origination of 0.50% of the original loan cost to cover costs incurred by FSNB relating to the processing and establishment of the loan. The Company paid $18,726 and $20,137 in servicing fees and $0 and $26,665 in origination fees to FSNB during 2025 and 2024, respectively.
Effective January 1, 2017, UTG entered into a shared services contract with FSNB. Pursuant to the terms of the agreement, UTG and FSNB will utilize the services of the other’s staff in certain instances for the betterment of both entities. Personnel within departments, such as accounting, human resources, and information technology, are shared between the entities. Costs of these resources are then reimbursed between the companies. The shared services arrangement provides benefits to both parties such as access to a greater pool of knowledgeable staff, efficiencies from elimination of redundancies and more streamlined operations.
The Company reimbursed expenses incurred by employees of FSNB relating to salaries, travel and other costs incurred on behalf of or relating to the Company and received reimbursements from FSNB. The Company paid $1,432,103 and $1,217,395 in 2025 and 2024, respectively to FSNB in net reimbursement of such costs.
Effective July 1, 2018, the Company assumed the employees of several smaller entities owned or associated with UTG. The purpose of this was to support the continued efforts to further streamline operations amongst associated entities. The salaries, benefits, and payroll related processing fees are 100% reimbursed by the associated entities on a monthly basis. During 2025 and 2024, the Company received reimbursements of $1,661,687 and $1,605,028, respectively. These costs are eliminated for consolidation of these entities, where applicable.
The Company rents a portion of the first floor and second floor of an 8,000 square foot, two-story office building, located in Stanford, KY. The first floor of the building is occupied by UTG and FSNB employees that are included in the shared services agreement between the two entities. The second floor is occupied by the customer service call centers for both UTG and FSNB employees. The building is owned by FSNB and UTG pays $2,000 per month in rent to FSNB for the portion of the building occupied by UTG employees. The Company paid rent of $24,000 to FSNB in 2025 and 2024.
Item 14. Principal Accountant Fees and Services
The Audit Committee is required to be directly responsible for the appointment, compensation and retention of the Company’s independent registered public accounting firm. The Audit Committee appointed Kerber, Eck & Braeckel LLP (“KEB”) as the Company’s independent registered public accounting firm for the years ended December 31, 2025 and 2024.
Amounts paid to, or billed by, the Company’s principal accountant, during the two most recent fiscal years by category were as follows:
Audit Fees - Audit fees paid for these audit services in the fiscal years ended 2025 and 2024 totaled $135,189 and $143,000 respectively. Fees billed for the quarterly reviews of the Company’s financial statements totaled $47,025 and $39,375 for the years 2025 and 2024, respectively.
Audit Related Fees - No audit related fees were incurred by the Company from KEB for the years ended 2025 and 2024.
Tax Fees – For the years ended 2025 and 2024, the Company paid $17,500, relating to certain tax advice and electronic filing of certain federal and state income tax returns of the Company.
All Other Fees – For the years ended December 31, 2025 and 2024, the Company paid $13,125 and $12,500, respectively, for the audit of the Company's employee benefit plan. During 2025, the Company paid $1,550 for a consent letter relating to an S-8 filing. During 2024, the Company paid no other fees to KEB.
PART IV
Item 15. Exhibit and Financial Statement Schedules
(a) |
The following documents are filed as a part of the report: |
(1) |
Financial Statements: |
Included in Part II, Item 8 of this Report. |
|
(2) |
Financial Statement Schedules |
The financial statement schedules have been omitted as they are deemed inapplicable or not required by Regulation S-X. |
(a)(3) & (b) |
Exhibits The following are exhibits to this report, and if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included: |
Exhibit Number |
Description |
3.1 |
Certificate of Incorporation of the Registrant and all amendments thereto [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 3.1]. |
3.2 |
By-Laws for the Registrant and all amendments thereto [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 3.2]. |
4.1 |
UTG’s Agreement pursuant to Item 601(b) (4) (iii) (A) of Regulation S-K with respect to long-term debt instruments [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 4.1]. |
10.1 |
Amendment to Reinsurance Agreement between Universal Guaranty Life Insurance Company and Optimum Re Insurance Company originally with Business Men’s Assurance Company of America. [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2015 originally filed as Exhibit 10.2]. |
10.2 |
Reinsurance Agreement between Universal Guaranty Life Insurance Company and Swiss RE originally with Life Reassurance Corporation of America. [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2015 originally filed as Exhibit 10.3]. |
10.3 |
Assumption Reinsurance Agreement between Universal Guaranty Life Insurance Company and Park Avenue Life Insurance Company formerly known as First International Life Insurance Company. [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2015 originally filed as Exhibit 10.4]. |
10.4 |
Administrative Services and Cost Sharing Agreement dated as of January 1, 2007 between UTG, Inc. and Universal Guaranty Life Insurance Company [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 10.11].. |
10.5 |
Agreement regarding Mortgage Loans by and between First Southern National Bank and Universal Guaranty Life Insurance Company [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 10.12]. |
10.6 |
Universal Guaranty Participation Agreement-Purchased Loan [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 10.13]. |
10.7 |
Universal Guaranty Participation Agreement-Originated Loan [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2013 originally filed as Exhibit 10.14].. |
10.8 |
Management Data, Inc. Software License Agreement [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2014 originally filed as Exhibit 10.16]. |
10.9 |
Aircraft Joint Ownership Agreement by and among Bandyco, LLC, First Southern National Bank and UTG, Inc. dated August 11, 2014 [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2014 originally filed as Exhibit 10.18] |
10.10 |
Management Data, Inc. Software License Agreement [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2014 originally filed as Exhibit 10.16]. |
*10.11 |
Amendments to the Shared Services Agreement between UTG, Inc. and FSNB. Amendment #8 to the Shared Services Agreement effective January 1, 2025. [Prior amendments incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2018 originally filed as Exhibits 10.15, 10.16 and 10.17 and for the year ended December 31, 2023 filed as Exhibit 10.15]. . |
*10.12 |
Form of Stock Option Grant Notice, including 2025 Stock Option Plan and the Notice of Exercise. |
14.1 |
Code of Ethics and Business Conduct [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2023 originally filed as Exhibit 14.1]. |
14.2 |
Code of Ethical Conduct for Senior Financial Officers [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2023 originally filed as Exhibit 14.2]. |
*21.1 |
List of Subsidiaries of the Registrant. |
*31.1 |
Certificate of Jesse T. Correll, Chairman of the Board Chief Executive Officer, and President of UTG, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
*31.2 |
Certificate of Theodore C. Miller, Chief Financial Officer and Senior Vice President of UTG, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
*32.1 |
Certificate of Jesse T. Correll, Chairman of the Board, Chief Executive Officer, and President of UTG, as required pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
*32.2 |
Certificate of Theodore C. Miller, Chief Financial Officer and Senior Vice President of UTG, as required pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
99.1 |
Audit Committee Charter [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2024 originally filed as Exhibit 99.1]. |
99.2 |
Whistleblower Policy [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2024 originally filed as Exhibit 99.2]. |
99.3 |
Compensation Committee Charter [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2024 originally filed as Exhibit 99.3]. |
99.4 |
Investment Committee Charter [Incorporated by reference to the Registrant’s form 10-K, for the year ended December 31, 2024 originally filed as Exhibit 99.4]. |
*101.INS |
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
*101.SCH |
Inline XBRL Taxonomy Extension Schema Document. |
*101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
*101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
*101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document. |
*101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* Filed herewith
Item 16. Form 10-K Summary
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(D) of the Securities Exchange Act of 1934, UTG, Inc. has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
UTG, Inc. |
||||
By: |
/s/ Jesse T. Correll |
|||
Jesse T. Correll |
||||
Chairman of the Board, Chief Executive Officer, President and Director |
||||
(Principal Executive Officer) |
||||
Date: March 25, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Jesse T. Correll |
By: /s/ Thomas E. Harmon |
|
Jesse T. Correll Chairman of the Board, Chief Executive Officer, President and Director (Principal Executive Officer) |
Thomas Harmon Director |
|
By: /s/ Preston H. Correll |
By: /s/ Gabriel J. Molnar |
|
Preston H. Correll Director |
Gabriel J. Molnar Director |
|
By: /s/ |
By: /s/ |
|
John M. Cortines Director |
Peter L. Ochs Director |
|
By: /s/ Thomas F. Darden II |
By: /s/ Charles W. Perry |
|
Thomas F. Darden II Director |
Charles W. Perry Director |
|
By: /s/ Theodore C. Miller |
||
Theodore C. Miller Chief Financial Officer and Senior Vice President (Principal Financial and Accounting Officer.) |
Exhibit 21.1
|
LIST OF SUBSIDIARIES
|
|||||
|
Subsidiary Name
|
State of Incorporation
|
||||
|
BCG Land, LLC
|
Kentucky
|
||||
|
Bella Terra, LLC
|
Alabama
|
||||
|
Bluebird, Ltd Co
|
Kentucky
|
||||
|
Bluegrass Land & Minerals, LLC
|
Kentucky
|
||||
|
Cerulean at the Bluebird, LLC
|
Kentucky
|
||||
|
Collier Beach, LLC
|
South Carolina
|
||||
|
Consolidated Timberland, LLC
|
Georgia
|
||||
|
Cumberland Woodlands, LLC
|
Kentucky
|
||||
|
Esther's Wellhouse, LLC
|
Kentucky
|
||||
|
Imperial Plan, Inc.
|
Texas
|
||||
|
Mama Devechio's Pizzeria, LLC
|
Kentucky
|
||||
|
Midland Superblock Partners, LLC
|
Texas
|
||||
|
Red River Gorge Properties, LLC
|
Kentucky
|
||||
|
Stanford Wilderness Road, LLC
|
Kentucky
|
||||
|
The Inn at Wilderness Road, LLC
|
Kentucky
|
||||
|
Universal Guaranty Life Insurance Company
|
Ohio
|
||||
|
Franklin Forest, LLC
|
|
Tennessee |
|
||
Exhibit 31.1
|
CERTIFICATIONS
|
|||||||||||
|
I, Jesse T. Correll, Chairman of the Board, Chief Executive Officer, President and Director of UTG, Inc., certify that:
|
|||||||||||
|
1.
|
I have reviewed this annual report on Form 10-K of the registrant, UTG, Inc.;
|
||||||||||
|
2.
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||||||||||
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
||||||||||
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)) for the registrant and have:
|
||||||||||
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
||||||||||
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
||||||||||
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
||||||||||
|
d.
|
Disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
||||||||||
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
||||||||||
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
||||||||||
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls
over financial reporting.
|
||||||||||
|
Date: March 25, 2026
|
By
|
/s/ Jesse T. Correll
|
|||||||||
|
Chairman of the Board, Chief Executive Officer, President and Director
|
|||||||||||
|
(Principal Executive Officer)
|
|||||||||||
Exhibit 31.2
|
CERTIFICATIONS
|
|||||||
|
I, Theodore C. Miller, Chief Financial Officer and Senior Vice President of UTG, Inc., certify that:
|
|||||||
|
1.
|
I have reviewed this annual report on Form 10-K of the registrant, UTG, Inc.;
|
||||||
|
2.
|
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
||||||
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
||||||
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)and 15d-15(f)) for the registrant and have:
|
||||||
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
||||||
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
||||||
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
||||||
|
d.
|
Disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
||||||
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
||||||
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
||||||
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls
over financial reporting.
|
||||||
|
Date: March 25, 2026
|
By
|
/s/ Theodore C. Miller
|
|
Chief Financial Officer and Senior Vice President
|
||
|
(Principal Financial and Accounting Officer)
|
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the Annual Report on Form 10-K of UTG, Inc. (the "Company") for the period ended December 31, 2024, as filed with the Securities and
Exchange Commission on the date hereof (the "Report") I, Jesse T. Correll, Chairman of the Board, Chief Executive Officer, President and Director of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of my knowledge:
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
|
(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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March 25, 2026
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By:
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/s/ Jesse T. Correll
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Jesse T. Correll
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Chairman of the Board, Chief Executive Officer,
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President and Director (Principal Executive Officer)
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EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the Annual Report on Form 10-K of UTG, Inc. (the "Company") for the period ended December 31, 2024 as filed with the Securities and
Exchange Commission on the date hereof (the "Report") I, Theodore C. Miller, Chief Financial Officer and Senior Vice President of the Company, certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that,
to the best of my knowledge:
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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March 25, 2026
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By:
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/s/ Theodore C. Miller
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Theodore C. Miller
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Chief Financial Officer and Senior Vice President
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| (Principal Financial and Accounting Officer) |
UTG, Inc.
2025 Stock Option Plan
Article 1 – Establishment and Purpose
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1.1
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Establishment of the Plan. UTG, Inc.,
a Delaware corporation (the “Company”) that has elected to be taxed as a Subchapter C Corporation, hereby established a stock option plan (as amended from time to time, the “Plan”) as set forth in this document.
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1.2
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Purpose of the Plan. The purposes of
the Plan are to (a) enable the Company to attract and retain the types of Employees, Consultants and Managers who will contribute to the Company’s long-range success; and (b) promote the success of the Company’s business.
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1.3
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Effective Date of the Plan. The Plan
was recommended by the Company’s Board on March 26, 2025 and approved by the Company’s shareholders on June 27, 2025 and shall be effective as of such date (the “Effective Date”).
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1.4
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Duration of the Plan. Unless sooner
terminated as provided herein, the Plan shall terminate ten (10) years from the Effective Date. After the Plan is terminated, no Awards may be granted but Awards previously granted shall remain outstanding in accordance with their
applicable terms and conditions and the Plan’s terms and conditions.
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Article 2 – Definitions
Whenever used in the Plan, the following terms shall have the meanings set forth below and, when the meaning is intended, the initial
letter of the word is capitalized:
2.1 - “Affiliate” means, with respect to any Person, any other Person that directly or
indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question, including any subsidiary. As used herein, the term “control” means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. As used herein, the term “subsidiary” means any corporation, partnership, venture or other entity in
which the Company holds, directly or indirectly, a fifty percent (50%) or greater ownership interest.
2.2 – “Applicable Law” means any applicable law, including without limitation: (a) provisions of
the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; and (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, state, local or foreign.
2.3 – “Award” means individually or collectively, a grant or award under this Plan of Options
subject to the Plan’s terms.
2.4 – “Award Agreement” means an agreement, certificate, resolution or other type or form of
writing or other evidence approved by the applicable Governing Committee which sets forth the terms and conditions of an Award. In the event of any inconsistency between the Plan and an Award Agreement, the terms of the Plan shall govern.
2.5 – “Beneficial Owner” or “Beneficial Ownership” has the meaning ascribed to such term in Rule
13d-3 and Rule 13d-5 under the Exchange Act.
2.6 – “Board of Directors” means the Board of Directors of UTG, Inc.
2.7 – “Capitalization Adjustments” means adjustments to Shares or Awards in accordance with
Section 4.3.
2.8 – “Cause” means, except as otherwise defined in an Award Agreement, a Participant’s: (a)
conviction of, or the entry of a plea of guilty or no contest to, a felony or any other crime that causes the Company or its Affiliates public disgrace or disrepute, or materially and adversely affects the Company’s or its Affiliates’ operations or
financial performance or the relationship the Company has with its counterparties; (b) gross negligence or willful misconduct with respect to the Company or any of its Affiliates, including, without limitation fraud, embezzlement, theft or proven
dishonesty in the course of his or her employment or other service; (c) refusal to perform any lawful, material obligation or fulfill any duty (other than any duty or obligation of the type described in clause (e) below) to the Company or its
Affiliates (other than due to a Disability), which refusal, if curable, is not cured within fifteen (15) days after delivery of written notice thereof; (d) material breach of any agreement with or duty owed to the Company or any of its Affiliates,
which breach, if curable, is not cured within fifteen (15) days after the delivery of written notice thereof; or (e) any breach of any obligation or duty to the Company or any of its Affiliates (whether arising by statute, common law or agreement)
relating to confidentiality, noncompetition, non-solicitation or proprietary rights. Notwithstanding the foregoing, if a Participant and the Company (or any of its Affiliates) have entered into an employment agreement, consulting agreement or other
similar agreement that specifically defines “cause,” then with respect to such Participant, “Cause” shall have the meaning defined in that employment agreement, consulting agreement or other agreement.
2.9 – “Change in Control” shall be deemed to have occurred if:
(a) the consummation of a merger or consolidation of the Company with any other business
entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the
surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;
(b) consummation of the sale or disposition by the Company of all or substantially all of the
Company’s assets.
Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or any
portion of an Award) that provides for the deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in
subsection (a), (b), (c) or (d) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in
Treasury Regulation Section 1.409A-3(i)(5).
The Board shall have full and final authority, which shall be exercised in its sole discretion, to determine
conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a
determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
2.10 – “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the
Treasury Regulations issued thereunder.
2.11 – “Company” has the meaning set forth in Section 1.1.
2.12 – “Compensation Committee” is a committee of individual directors selected by the Board to
determine compensation for Designated Executives.
2.13 – “Consultant” means any individual or entity who renders bona fide services to the Company
or an Affiliate, other than as an Employee or Manager, provided that such services are not in connection with the offer or sale of securities in
a capital-raising transaction that, directly or indirectly, promote or maintain a market for the Company’s or its Affiliates’ securities.
2.14 – “Designated Executives” shall mean the list of individuals identified by the Board of
Directors, and as directed by the Board, has their compensation determined by the Compensation Committee.
2.15 – “Director” means a member of the UTG Board of Directors.
2.16– “Disability” means, with respect to an Participant, the inability of such Participant to
engage in any substantially gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve
(12) months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and shall be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.
2.17 – “Effective Date” has the meaning set forth in Section 1.3.
2.18 – “Eligible Person” means any person who is an employee, officer, director, consultant,
advisor or other individual service provider of the Company or any Affiliate.
2.19 – “Employee” means any person employed by the Company, its Affiliates and/or Subsidiaries;
provided, that, for purposes of
determining eligibility to receive Incentive Stock Options, an Employee shall mean an employee of the Company or a parent or subsidiary corporation within the meaning of Section 424 of the Code. Mere service as a director or payment of a director’s
fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate.
2.20 – “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time,
or any successor act thereto.
2.21 – “Exercise Periods” has the meaning set forth in Section 6.3(a).
2.22 – “Exercise Price” means the price at which a Share may be purchased by the Participant
pursuant to an Option, as determined by the applicable Governing Committee and set forth in the Award Agreement governing such Option.
2.23 – “Fair Market Value” means, as of the date of determination, the current market price of
UTG, Inc. stock.
2.24 – “Governing Committee” means (a) the Board with respect to each Participant who is not a
Designated Executive and (b) the Compensation Committee with respect to each Participant that is a Designated Executive.
2.25 – “Grant Date” means the date on which an Option has been issued pursuant to an award
Agreement.
2.26 – “Incentive Stock Option- means an Option that is intended to qualify as an “incentive
stock option” within the meaning of Section 422 of the Code and that meets the requirements set out in the Plan.
2.27 – “ISO” has the meaning set forth in Section 6.2.
2.28 – “Non-Qualified Stock Option” means an Option that, by its terms, does not qualify or is
not intended to qualify as an Incentive Stock Option.
2.29 – “Notice of Exercise” means a form or forms designated by the applicable Governing
Committee for a Participant to exercise Options during applicable Exercise Periods.
2.30 – “Option” means the right to purchase Shares granted to a Participant in accordance with
Article 6. Options granted under the Plan may be Non-Qualified Stock Options, Incentive Stock Options or a combination thereof.
2.31 – “Participant” means an Eligible Person to whom an Award is granted under the Plan or, if
applicable, such other person who holds an outstanding Award.
2.32 – “Permitted Transferee” shall mean, with respect to a Participant, any “family member” of
the Participant, as defined in the General Instructions to Form S-8 Registration Statement under the Securities Act (or any successor form thereto), or to any other transferee specifically approved by the applicable Governing Committee.
2.33 – “Person” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and
used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.
2.34 – “Plan” has the meaning set forth in Section 1.1.
2.35 – “Securities Act” means the Securities Act of 1933, as amended.
2.36 - “Shares” mean the common stock of the Company that is authorized and issued by the
Company.
2.37 - “Shareholder” means any person or entity that is the record or beneficial owner of shares
of the Company’s common stock, as reflected in the Company’s official stockholder records or as determined in accordance with applicable securities laws and regulations.
2.38 – “Subsidiary” means any corporation, partnership, venture, unincorporated association or
other entity in which the Company holds, directly or indirectly, a fifty percent (50%) or greater ownership interest, provided, however, that with respect to an Incentive Stock Option, a Subsidiary must be a corporation. The applicable Governing
Committee may, at its sole discretion, designate, on such terms and conditions as the applicable Governing Committee shall determine, any other corporation, partnership, limited liability company, venture, or other entity a Subsidiary for purposes of
this Plan.
2.39 – “Ten Percent Owner” means a person who owns, or is deemed within the meaning of Section
424(d) of the Code to own, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (or any parent or subsidiary corporations of the Company, as defined in Sections 424(e) and (f), respectively, of the
Code). Whether a person is a Ten Percent Owner shall be determined with respect to an Option based on the facts existing immediately prior to the Grant Date of the Option.
2.40 – “Termination of Employment” or a similar reference means the event where the Employee is
no longer an Employee of the Company or of any Subsidiary, including but not limited to where the employing company ceases to be a Subsidiary. With respect to any Participant who is not an Employee, “Termination of Employment” shall mean cessation of
the performance of services. With respect to any Award that provides “non-qualified deferred compensation” within the meaning of Section 409A of the Code, “Termination of Employment” shall mean a “separation from service” as defined under Section
409A of the Code. Military or sick leave or other bona fide leave shall not be deemed a termination of employment, provided that it does not exceed the longer of three (3) months or the period during which the absent Participant’s reemployment
rights, if any, are guaranteed by statute or by contract.
2.41 – “Treasury Regulation” or “Treas. Reg.” means any regulation promulgated under the Code,
as such regulation may be amended from to time to time.
2.42 – “Withholding Taxes” means all applicable taxes, including but not limited to income,
payroll, employment, medicare, and social insurance taxes, as shall be required to be withheld by the Company under federal, state or local law.
Article III – Administration
3.1 – Governing
Committee. - Except as otherwise provided herein, the Plan shall be administered by the applicable Governing Committee. Notwithstanding the foregoing, each
applicable Governing Committee may delegate its authority hereunder to the extent permitted by Section 3.4.
3.2 – Award
Deadline. - No Award may be made under the Plan after the tenth (10th) anniversary of the Effective Date.
3.3 – Committee
Decisions Final. - The act or determination of a majority of the applicable Governing Committee members shall be the act or determination of the applicable Governing Committee and any decision reduced to writing and signed by a
majority vote of the members of the applicable Governing Committee shall be fully effective as if it had been made by a majority at a meeting duly held. The applicable Governing Committee may employ attorneys, consultants, accountants, agents, and
other persons, and the applicable Governing Committee, the Company, and its officers and directors shall be entitled to rely upon the advice, opinions, or valuations of any such persons. All actions taken and all interpretations and determinations
made by the applicable Governing Committee pursuant to the provisions of the Plan and all related orders or resolutions shall be final and binding upon the Participants, the Company, and all other interested persons, including but not limited to the
Company, its Shareholders, Employees, Participants, and their respective estates and beneficiaries.
3.4 – Delegation
of Authority. - The applicable Governing Committee may from time to time delegate to a committee of one or more members of the Board, one or more members of the Compensation Committee, or one or more officers of the Company the
authority to grant or amend Awards or to take other administrative actions pursuant to this Article 3; provided, however, that in no event shall an officer of
the Company be delegated the authority to grant Awards to, or amend Awards held by officers of the Company (or directors) to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation of
administrative authority shall only be permitted to the extent it is permissible under Applicable Law. Any delegation hereunder shall be subject to the restrictions and limits that the applicable Governing Committee specifies at the time of such
delegation, and the applicable Governing Committee, as applicable, may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 3.4 shall serve in such capacity at the pleasure of the applicable Governing Committee, as applicable, and the applicable Governing Committee may abolish any committee or terminate the authority of any
delegatee at any time and re-vest in itself any previously delegated authority.
3.5 – Indemnification.
- To the extent allowable pursuant to Applicable Law, each member of the applicable Governing Committee shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred
by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any
and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes
to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled, as a matter of law, or otherwise, or any power that the
Company may have to indemnify them or hold them harmless.
Article 4 – Shares Subject to the Plan
4.1 – Number
of Shares. - Subject to adjustment as provided in Sections 4.2 and 4.3, the aggregate number of Shares which may be issued or transferred
pursuant to Awards under the Plan shall be the sum of 300,000 Shares. The Governing Committee has the discretion at the time of granting, to offer Incentive Stock Option Shares or Non-Qualified Stock Option Shares, in accordance with applicable law
and regulations.
4.2 – Share
Accounting. - If an outstanding Award for any reason expires or is terminated or canceled without having been exercised or settled in full, or if Shares acquired pursuant to an Award subject to forfeiture are forfeited under the terms
of the Plan or the relevant Award, the Shares allocable to the terminated portion of such Award or such forfeited Shares shall again be available for issuance under the Plan.
4.3 – Adjustments
in Authorized Plan Shares and Outstanding Awards. - In the event of any merger, reorganization, consolidation, recapitalization, separation, split-up, spin-off, liquidation, Share combination, Share split, Share dividend, an
extraordinary cash distribution on Shares, a corporate separation or other reorganization or liquidation or other change in the corporate or capital structure of the Company affecting the Shares, an adjustment shall be made in a manner consistent
with Sections 422 and 424(h)(3) of the Code for Incentive Stock Options and in a manner consistent with Section 409A of the Code for Non-Qualified Stock Options and in the number and class of and/or price of Shares subject to outstanding Awards
granted under the Plan, and/or the number of outstanding Options constituting outstanding Awards, as may be determined to be appropriate and equitable by the Board, in its sole discretion, to prevent dilution or enlargement of rights. The Board shall
also adjust any available Shares in reserve accordingly. The Board may make adjustments in the terms and conditions of, and the criteria included in Awards in recognition of unusual or nonrecurring events (including, without limitation, the events
described in this Section) affecting the Company or the financial statements of the Company or of changes in Applicable Laws, regulations, or accounting principles, whenever the Board determines that such adjustments are appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan and such adjustments are permitted by Applicable Laws. Adjustments under this Section 4.3 shall be consistent with Sections 422, 424, and 409A of the Code and adjustments pursuant to determination of the Board shall be conclusive and binding on all Participants under the Plan.
Article 5 – Eligibility and Participation
Subject to the provisions of the Plan, the applicable Governing Committee may, from time to time, select from all Eligible Persons,
those to whom Awards shall be granted and shall determine, in its sole discretion, the nature of, any and all terms permissible by law, and the amount of each Award. In making this determination, the applicable Governing Committee may consider any
factors it deems relevant, including without limitation, the office or position held by a Participant or the Participant’s relationship to the Company, the Participant’s degree of responsibility for and contribution to the growth and success of the
Company or any Subsidiary or Affiliate, the Participant’s length of service, promotions and potential. No individual shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a
future Award. In addition, there is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the applicable Governing Committee’s determinations and interpretations with
respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated.
Article 6 – Options
6.1 – Grant
of Options. - Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such terms and conditions, and at any time and from time to time as shall be determined by the applicable
Governing Committee, in its sole discretion, subject to the limitations set forth in Article 4 and the following terms and conditions:
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(a)
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Award Agreement. - Each Option
grant shall be evidenced by an Award Agreement that shall specify the terms and conditions of the Option, including the Exercise Price, the maximum duration of the Option, the number of Shares to which the Option pertains, the conditions
upon which an Option shall become vested and exercisable, and such other provisions as the applicable Governing Committee shall determine which are not inconsistent with the terms of the Plan. The Award Agreement also shall specify whether
the Option is intended to be an Incentive Stock Option or a Non-Qualified Stock Option.
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(b)
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Exercise Period. - Unless a
shorter period is otherwise provided by the applicable Governing Committee at the time of grant, each Option will expire on the tenth (10th) anniversary date of its Grant Date or on the fifth (5th) anniversary of its Grant Date if the
Participant is a Ten Percent Owner.
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(c)
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Exercise Price. - Unless a
greater Exercise Price is determined by the applicable Governing Committee, the Exercise Price for each Option awarded under this Plan shall be equal to one hundred percent (100%) of the Fair Market Value of a Share on the date the Option
is granted.
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(d)
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Vesting of Options. - A grant
of Options shall vest at such times and under such terms and conditions as determined by the applicable Governing Committee including, without limitation, suspension of a Participant’s vesting during all or a portion of a Participant’s
leave of absence.
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6.2 – Limitations
on Incentive Stock Options. - In addition to the general requirements of Article 6, the terms of any Incentive Stock Option (“ISO”) granted
pursuant to the Plan must comply with the provisions of this Section 6.2.
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(a)
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ISO Eligibility. - ISOs may be
granted only to Employees of the Company or of any parent or subsidiary corporation (as permitted under Sections 422 and 424 of the Code). No ISO Award may be made pursuant to this Plan after the tenth (10th) anniversary of the Effective
Date. Shareholder approval has heretofore been obtained to issue ISOs in accordance with this Plan.
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(b)
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ISO Individual Dollar Limitation.
- The aggregate Fair Market Value (determined as of the date the Option is granted) of all Shares with respect to which Incentive Stock Options are first exercisable by a Participant in any calendar year may not exceed one hundred thousand
dollars ($100,000.00) or such other limitation as imposed by Section 422(d) of the Code. To the extent that Incentive Stock Options are first exercisable by a Participant in excess of such limitation, the excess shall be considered
Non-Qualified Stock Options.
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(c)
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ISO Expiration. – An ISO will
expire and may not be exercised to any extent by anyone after the first to occur of the following events:
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i.
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Participant is terminated for Cause;
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ii.
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During any cure period after an alleged termination for Cause has been asserted by the Company unless and until the
Participant satisfies the requirements during such Cure Period and is not terminated for Cause;
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iii.
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Three (3) months after the date of the Participant’s Termination of Employment other than on account of Disability or
death. Whether a Participant continues to be an employee shall be determined in accordance with Treas. Reg. Section 1.421-1(h)(2); and
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iv.
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One (1) year after the date of the Participant’s Termination of Employment on account of Disability or death. Upon the
Participant’s Disability or death, any ISOs exercisable at the Participant’s Disability or death may be exercised by the Participant’s legal representative or representatives, by the person or persons entitled to do so pursuant to the
Participant’s last will and testament, or, if the Participant fails to make testamentary disposition of such ISO or dies intestate, by the person or persons entitled to receive the ISO pursuant to the Applicable Laws of descent and
distribution.
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Any ISO that remains exercisable pursuant to a Participant’s agreement with the Company following Termination of Employment and is unexercised more than one (1) year following Termination of Employment by reason of death or Disability or more than three (3) months following Termination of Employment for any reason other than death or Disability will thereafter be deemed to be a Non-Qualified Stock Option.
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(d)
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Ten Percent Owners. - In the
case of an ISO granted to a Ten Percent Owner, such ISO shall be granted at an exercise price that is not less than one hundred and ten percent (110%) of Fair Market Value on the Grant Date and, unless a shorter period is otherwise provided
by the applicable Governing Committee at the time of grant, each ISO will expire on the fifth (5th) anniversary of its Grant Date.
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(e)
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Notification of Disposition. -
If a Participant disposes of Shares acquired upon exercise of an ISO within two (2) years from the date the Option is granted or within one (1) year after the issuance of such Shares to the Participant, the Participant shall notify the
Company of such disposition and provide information regarding the date of disposition, sale price, number of Shares disposed of, and any other information relating thereto that the Company may reasonably request.
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(f)
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Right to Exercise. During a
Participant’s lifetime, Incentive Stock Options may be exercised only by the Participant.
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(g)
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Failure to Meet ISO Requirements.
- If an Option is intended to be an Incentive Stock Option, and if, for any reason, such Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such non-qualification, such Option (or portion
thereof) shall be regarded as a Non-Qualified Stock Option appropriately granted under the Plan; provided that such Option (or portion thereof) otherwise complies with the Plan’s requirements relating to Non-Qualified Stock Options.
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6.3 Exercise of Options.
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(a)
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Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the
applicable Governing Committee shall in each instance approve, which need not be the same for each grant or for each Participant. If an Option expires on a day or at a time when exercises are not permitted, then, if permitted by Applicable
Law, the Options may be exercised no later than the immediately preceding date and time that the Options were exercisable.
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(b)
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An Option shall be exercised by providing a Notice of Exercise to the designated agent selected by the Company (if no such
agent has been designated, then to the Company), in the manner and form determined by the Company, which notice shall be irrevocable, setting forth the exact number of Shares with respect to which the Option is being exercised and including
with such notice payment of the Exercise Price, as applicable. When an Option has been transferred, the Company or its designated agent may require appropriate documentation that the person or persons exercising the Option, if other than
the Participant, has the right to exercise the Option. No Option may be exercised with respect to a fraction of a Share.
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(c)
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No Option, whether or not vested, granted to an Employee who is a non-exempt employee for purposes of the Fair Labor
Standards Act of 1938, as amended (the “FLSA”), shall be first exercisable for any Shares until at least six months following the Grant Date of the Option. Notwithstanding the foregoing, consistent with the provisions of the Worker Economic
Opportunity Act, (i) upon the Optionholder’s death or Disability, (ii) upon a Change in Control, or (iii) upon the Optionholder’s retirement (in accordance with the Company’s then current employment policies and guidelines), any such vested
Options may be exercised earlier than six months following the Grant Date. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option will be
excluded from his or her regular rate of pay for purposes of the FLSA.
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6.4 Termination
of Employment. - Unless otherwise provided by the applicable Governing Committee in the applicable Award Agreement, the following limitations on the exercise of Options shall apply upon Termination of Employment:
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(a)
|
Termination by Death or Disability.
- In the event of the Participant’s Termination of Employment by reason of death or Disability, all outstanding Options granted to such Participant which are vested and exercisable as of the effective date of Termination of Employment by
reason of death or Disability may be exercised, if at all, by the last day of the Exercise Period that ends immediately following such Termination of Employment, unless the Options, by their terms, expire earlier. All unvested Options
granted to such Participant shall immediately become forfeited.
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|
(b)
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Involuntary Termination Without Cause.
- If a Participant’s Termination of Employment is by involuntary termination without Cause, all Options held by such Participant that are vested and exercisable at the time of the Participant’s Termination of Employment may be exercised, if
at all, before the last day of the Exercise Period that ends immediately following such Termination of Employment, but in no event beyond the expiration of the stated term of such Options. All Options held by the Participant which are not
vested on or before the effective date of Termination of Employment shall immediately be forfeited to the Company (and the Shares subject to such forfeited Options shall once again become available for issuance under the Plan).
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|
(c)
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Termination for Cause. - If the
Participant’s Termination of Employment (i) is by the Company for Cause or (ii) is a voluntary Termination (as provided in Subsection (c) above)
after the occurrence of an event that would be grounds for Termination of Employment for Cause, all outstanding Options held by the Participant shall immediately be forfeited to the Company and no additional exercise shall be allowed,
regardless of the vested status of the Options (and the Shares subject to such forfeited Options shall once again become available for issuance under the Plan).
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|
(d)
|
Other Terms and Conditions. A
Participant holding an Option is not eligible to receive dividends or dividend equivalents.
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6.5 Payment.
- The applicable Governing Committee shall determine the methods by which payments by any Participant with respect to any Awards granted under the Plan may be paid and the form of payment. Unless otherwise determined by the applicable Governing
Committee, the Exercise Price shall be paid in full at the time of exercise. No Shares shall be issued or transferred until full payment has been received or the next business day thereafter, as determined by the Company. The applicable Governing
Committee may, from time to time, determine or modify the method or methods of exercising Options or the manner in which the Exercise Price is to be paid. Unless otherwise provided by the applicable Governing Committee in full or in part, to the
extent permitted by Applicable Law, payment may be made by any of the following:
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(a)
|
Cash or certified check or bank check payable to the Company;
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6.6 Withholding
Taxes. - An express condition precedent to the exercise of any Non-Qualified Stock Option and the issuance of the associated Shares to a Participant, shall be such Participant’s tendering a cash payment to the Company
(contemporaneously with such issuance) in the amount of Withholding Taxes that the applicable Governing Committee determines will be owed on account of such exercise and such issuance. Notwithstanding the foregoing, the applicable Governing Committee
may permit, in lieu of or in combination with a cash payment to the Company, a Participant to surrender to the Company a portion of the issued Shares, the Fair Market Value of which equals the Company’s obligations for remitting Withholding Taxes on
account of a Participant’s exercise of any Non-Qualified Stock Option.
Article 7 – Change in Control
7.1 Vesting
Upon Change in Control. - For the avoidance of doubt, the applicable Governing Committee may not accelerate the vesting and exercisability (as applicable) of any outstanding Awards, in whole or in part, solely upon the occurrence of a
Change in Control except as provided in this Section 7.1. In the event of a Change in Control after the date of the adoption of the Plan, then notwithstanding
any other provision of the Plan, the applicable Governing Committee shall take one or more of the following actions with respect to Options, contingent upon the closing or completion of the Change in Control:
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(a)
|
arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company)
to assume or continue the Option or to substitute a similar stock award for the Option (including, but not limited to, an award to acquire the same consideration paid to the Members of the Company pursuant to the Change in Control);
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(b)
|
arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Shares issued pursuant
to the Option to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);
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(c)
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accelerate the vesting, in whole or in part, of the Option (and, if applicable, the time at which the Option may be
exercised) to a date prior to the effective time of such Change in Control as the Governing Committee shall determine (or, if the Governing Committee shall not determine such a date, to the date that is five (5) days prior to the effective
date of the Change in Control), with such Option terminating if not exercised (if applicable) at or prior to the effective time of the Change in Control;
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(d)
|
arrange for the lapse of any reacquisition or repurchase rights held by the Company with respect to the Option;
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(e)
|
cancel or arrange for the cancellation of the Option, to the extent not vested or not exercised prior to the effective time
of the Change in Control, in exchange for such cash consideration, if any, as the Governing Committee, in its sole discretion, may consider appropriate; or
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(f)
|
make a payment, in such form as may be determined by the Governing Committee equal to the excess, if any, of (A) the value of
the property the Participant would have received upon the exercise of the Option, over (B) any exercise price payable by such Participant in connection with such exercise.
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The applicable Governing Committee need not take the same action or actions with respect to all Options or portions thereof or with respect to all Participants.
7.2 Termination
of Employment Upon a Change in Control. - Subject to the provisions of Section 7.1, and except as may otherwise be provided in any applicable
Award Agreement or other written agreement entered into between the Company or Affiliate and a Participant, upon a Participant’s involuntary Termination of Employment without Cause on or within one (1) year following a Change in Control, unless
prohibited by Applicable Law, all outstanding Awards shall immediately become fully vested and exercisable.
Article 8 – Amendment, Modification, and Termination
8.1 Amendment, Modification, and Termination of Plan.
- At any time and from time to time, the Board may amend, modify, alter, suspend, discontinue or terminate the Plan, in whole or in part, without Shareholder approval; provided, however, that (a) to the extent necessary and desirable to comply with
any Applicable Law, regulation, or stock exchange rule, the Company shall obtain Shareholder Approval of any Plan amendment in such a manner and to such a degree as required, and (b) Shareholder approval is required for any amendment to the Plan that
(i) increases the number of Shares available under the Plan (other than any automatic increase as provided by Section 4.1, any adjustment as provided by Section 4.3) or the number of Shares available for issuance as ISOs, or (ii) permits the applicable Governing Committee to grant Options with an Exercise Price
that is below Fair Market Value on the date of grant, or (iii) permits the applicable Governing Committee to extend the exercise period for an Option beyond ten (10) years from the date of grant, or (iv) results in a material increase in benefits or
a change in eligibility requirements, or (v) changes the granting corporation or (vi) changes the type of Share.
8.2 Amendment of Awards. - Subject to Section 4.3 and Section 8.1, at any time and from time to time, the
applicable Governing Committee may amend the terms of any one or more outstanding Awards, provided that the Award as amended is consistent with the terms of the Plan or if necessary or advisable for the purpose of conforming the Plan or an Award
Agreement to any present or future law relating to plans of this or similar nature (including, without limitation, Code Section 409A), and to the administrative regulations and rulings promulgated thereunder.
8.3 Repricing and Backdating Prohibited.
- Notwithstanding anything in this Plan to the contrary, except as provided under Section 4.3 and Section 8.2, neither the applicable Governing Committee nor any other person may (i) amend the terms of outstanding Options to reduce the exercise or grant price of such outstanding Options; (ii) cancel
outstanding Options in exchange for Options with an exercise or grant price that is less than the exercise price of the original Options; or (iii) cancel outstanding Options with an exercise or grant price above the current Share price in exchange
for cash or other securities. In addition, the applicable Governing Committee may not make a grant of an Option with a Grant Date that is effective prior to the date the applicable Governing Committee takes action to approve such Award.
Article 9 – General Provisions Applicable to Awards
9.1 Limits on
Transfer. –
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(a)
|
Except as otherwise provided in Section
9.1(b):
|
|
i.
|
no Award may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or the laws
of descent and distribution or pursuant to a domestic relations order, unless and until such Award has been exercised, or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed;
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|
ii.
|
no Award or interest or right therein shall be liable for or otherwise subject to the debts, contracts or engagements of the
Participant or the Participant’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or
involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) unless and until such Award has been exercised, or the Shares underlying such Award have been
issued, and all restrictions applicable to such Shares have lapsed, and any attempted disposition of an Award prior to satisfaction of these conditions shall be null and void and of no effect, except to the extent that such disposition is
permitted by Section 9.1(a)(i); and
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|
iii.
|
during a Participant’s lifetime, only the Participant or the Participant’s guardian or legal representative may exercise an
Award (or any portion thereof) granted to him or her under the Plan, unless it has been disposed of pursuant to a domestic relations order. If an Option disposed of pursuant to a domestic relations order is an Incentive Stock Option, such
Option may be deemed to be a Non-Qualified Stock Option as a result of such transfer. After a Participant’s death, any exercisable portion of an Award may, prior to the time when such portion becomes unexercisable under the Plan or the
applicable Award Agreement, be exercised by such Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then Applicable Laws of descent and distribution.
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|
(b)
|
Notwithstanding Section 9.1(a),
the applicable Governing Committee, in its sole discretion, may determine to permit a Participant or a Permitted Transferee of such Participant to transfer an Award other than an Incentive Stock Option (unless such Incentive Stock Option is
intended to become a Non-Qualified Stock Option) to any one or more Permitted Transferees of such Participant without consideration, subject to the following terms and conditions: (i) an Award transferred to a Permitted Transferee shall not
be assignable or transferable by the Permitted Transferee other than (A) to another Permitted Transferee of the applicable Participant or (B) by will or the laws of descent and distribution or, subject to the consent of the applicable
Governing Committee, pursuant to a domestic relations order; (ii) an Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original Participant (other than
the ability to further transfer the Award to any person other than another Permitted Transferee of the applicable Participant); and (iii) the Participant (or transferring Permitted Transferee) and the receiving Permitted Transferee shall
execute any and all documents requested by the applicable Governing Committee, including, without limitation documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for
the transfer under Applicable Law and (C) evidence the transfer. In addition, and further notwithstanding Section 9.1(a), hereof, the applicable
Governing Committee, in its sole discretion, may determine to permit a Participant to transfer Incentive Stock Options to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and other Applicable Law, the
Participant is considered the sole beneficial owner of the Incentive Stock Option while it is held in the trust.
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9.2 Beneficiaries. - Notwithstanding Section 9.1, if provided in the applicable Award Agreement, a Participant may, in the manner determined by the applicable Governing Committee, designate a
beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the
Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by
the applicable Governing Committee. If the Participant is married and resides in a community property state, a designation of a person other than the Participant’s spouse as his or her beneficiary with respect to more than fifty percent (50%) of the
Participant’s interest in the Award shall not be effective without the prior written consent of the Participant’s spouse. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled thereto pursuant
to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the applicable Governing
Committee.
9.3 Forfeiture Events/Representations. -
The applicable Governing Committee may specify in an Award Agreement at the time of the Award that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the
occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award.
9.4 No Fractional Shares. - No
fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The applicable Governing Committee shall determine whether cash, Awards, or other property shall be issued or paid in lieu of fractional Shares or whether such
fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.
9.5 Reservation of Rights. - The Company
shall at all times during the term of the Plan and any outstanding Awards granted hereunder reserve or otherwise keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan (if then in effect) and the Awards and
shall pay all fees and expenses necessarily incurred by the Company in connection therewith.
Article 10 – Successors
All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
Article 11 – Miscellaneous Provisions
11.1 Substitute Awards in Change in Controls.
- Nothing contained in the Plan shall be construed to limit the right of the applicable Governing Committee to grant Awards under the Plan in connection with the acquisition, whether by purchase, merger, consolidation or other corporate transaction,
of the business or assets of any corporation or other entity. Without limiting the foregoing, the applicable Governing Committee may grant Awards under the Plan to an employee or director of another corporation who becomes an Eligible Person by
reason of any such corporate transaction in substitution for awards previously granted by such corporation or entity to such person. The terms and conditions of the substitute Awards may vary from the terms and conditions that would otherwise be
required by the Plan solely to the extent the applicable Governing Committee deems necessary for such purpose. Any Shares subject to these substitute Awards shall not be counted against the Share reserve set forth in Article 4 of the Plan.
11.2 409A Compliance. -
It is intended that all Awards issued under the Plan be in a form and administered in a manner that will comply with the requirements of Section 409A of the Code, or the requirements of an exception to Section 409A of the Code, and the Award
Agreement and this Plan will be construed and administered in a manner that is consistent with and gives effect to such intent. The applicable Governing Committee is authorized to adopt rules or regulations deemed necessary or appropriate to qualify
for an exception from or to comply with the requirements of Section 409A of the Code. With respect to an Award that constitutes a deferral of compensation subject to Section 409A of the Code: (a) if any amount is payable under such Award upon a
termination of service, a termination of service will be treated as having occurred only at such time the Participant has experienced a “separation from service” as such term is defined for purposes of Section 409A of the Code; (b) if any amount is
payable under such Award upon a disability, a disability will be treated as having occurred only at such time the Participant has experienced a “disability” as such term is defined for purposes of Section 409A of the Code; (c) if any amount is
payable under such Award on account of the occurrence of a Change in Control, a Change in Control will be treated as having occurring only at such time a “change in the ownership or effective control of the corporation or in the ownership of a
substantial portion of the assets of the corporation” has occurred as such terms are defined for purposes of Section 409A of the Code, (d) if any amount becomes payable under such Award on account of a Participant’s separation from service at such
time as the Participant is a “specified employee” within the meaning of Section 409A of the code, then no payment shall be made, except as permitted under Section 409A of the code, prior to the first business day after the earlier of (i) the date
that is six months after the date of the Participant’s separation from service or (ii) the Participant’s death, (e) any right to receive any installment payments under this Plan shall be treated as a right to receive a series of separate payments
and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment, and (f) no amendment to or payment under such Award will be made except and only to the extent permitted under Section 409A of the
Code.
Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or any Award Agreement is not warranted or
guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.
11.3 Unfunded Status of the Plan. - The
Plan is intended to constitute an “unfunded” plan for incentive compensation, and the Plan is not intended to constitute a plan subject to the provisions of ERISA. With respect to any payments not yet made to a Participant by the Company, nothing
contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the applicable Governing Committee may authorize the creation of trusts or other arrangements to
meet the obligations created under the Plan to deliver Shares or payments with respect to Options, provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.
11.4 Nonexclusivity of the Plan. - The
adoption of the Plan by the Board shall not be construed as creating any limitations on the power of the Board or the Compensation Committee to adopt such other incentive arrangements as it may deem desirable, including without limitation, the
granting of stock options and restricted stock other than under the Plan, and such arrangements may be either applicable generally or only in specific cases.
11.5 Limitation of Rights in Shares. - A
Participant shall not be deemed for any purpose to be a shareholder of the Company with respect to any of the Shares subject to an Award, unless and until Shares shall have been issued therefor and delivered to the Participant or such Participant’s
agent.
11.6 Employment Not Guaranteed. - Nothing
in the Plan shall interfere with or limit in any way the right of the Company (or any Affiliate) to terminate any Participant’s Employment at any time, nor confer upon any Participant any right to continue in the employ of the Company (or any
Affiliate), subject to the terms of any separate employment, consulting or other governing agreement or provision of law to the contrary, at any time to terminate such employment or consulting agreement or to increase or decrease, or otherwise
adjust, the other terms and conditions of the Participant’s employment or other association with the Company and its Affiliates.
11.7 Other Compensation Arrangements. -
Nothing contained in this Plan shall prevent the Board or the Compensation Committee from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.
11.8 Gender and Number. - Except where
otherwise indicated by the context, any masculine term used herein also shall include the feminine; the plural shall include the singular and the singular shall include the plural.
11.9 Plan Headings. - The headings in the
Plan are for purposes of convenience only and are not intended to define or limit the construction of the provisions thereof.
11.10 Severability. - In the event any
provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been
included.
11.11 Requirements of Law. - The
granting of Awards and the issuance of Shares under the Plan shall be subject to Applicable Law and to such approvals by any governmental agencies or national securities exchanges as may be required.
11.12 Errors. At any time the Company
may correct any error made under the Plan without prejudice to the Company. Such corrections may include, among other things, changing or revoking an issuance of an Award.
11.13 Elections and Notices.
Notwithstanding anything to the contrary contained in this Plan, all elections and notices of every kind shall be made on forms prepared by the Company, or its delegates or shall be made in such other manner as permitted or required by the Company,
or its delegates, including but not limited to elections or notices through electronic means, over the Internet or otherwise. An election shall be deemed made when received by the Company (or its designated agent, but only in cases where the
designated agent has been appointed for the purpose of receiving such election), which may waive any defects in form. The Company may limit the time an election may be made in advance of any deadline. Where any notice or filing required or permitted
to be given to the Company under the Plan, it shall be delivered to the principal office of the Company, directed to the attention of the Chief Financial Officer of the Company or his or her successor. Such notice shall be deemed given on the date of
delivery. Notice to the Participant shall be deemed given when mailed to the Participant’s work or home address as shown on the records of the Company or, at the option of the Company, to the Participant’s e-mail address as shown on the records of
the Company. It is the Participant’s responsibility to ensure that the Participant’s addresses are kept up to date on the records of the Company. In the case of notices affecting multiple Participants, the notices may be given by general distribution
at the Participants’ work locations.
11.14 Governing Law. - To the extent not
preempted by Federal law, the Plan, and all awards and agreements hereunder, and any and all disputes in connection therewith, shall be governed by and construed in accordance with the substantive laws of the Commonwealth of Kentucky, without regard
to conflict or choice of law principles which might otherwise refer the construction, interpretation or enforceability of this Plan to the substantive law of another jurisdiction.
11.15 Venue. - The Company and the
Participant to whom an Award under this Plan is granted, for themselves and their successors and assigns, irrevocably submit to the exclusive and sole jurisdiction and venue of the state or federal courts located in (or having jurisdiction over)
Lincoln County, Kentucky with respect to any and all disputes arising out of or relating to this Plan, the subject matter of this Plan or any awards under this Plan, including but not limited to any disputes arising out of or relating to the
interpretation and enforceability of any awards or the terms and conditions of this Plan.
11.16 No Obligation to Notify. - The
Company shall have no duty or obligation to any holder of an Option to advise such holder as to the time or manner of exercising such Option. Furthermore, the Company shall have no duty or obligation to warn or otherwise advise such holder of a
pending transaction or expiration of an Option or a possible period in which the Option may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Option to the holder of such Option.
Amendment #8
Dated and Effective: January 1, 2025
To the
SHARED SERVICES AGREEMENT
By and between
FIRST SOUTHERN NATIONAL BANK
And
UTG, INC.
Dated
January 1, 2017
Purpose: To amend and replace Item 1-Services of above said agreement in its entirety.
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1.
|
Services. During the term of this Agreement, the
parties hereby agree to share personnel and the employee costs of certain groups of employees of both entities. The initial Shared Services of the two entities shall be as follows:
|
|
FSNB percentage
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UTG percentage
|
|
|
Accounting
|
50%
|
50%
|
|
CLG
|
*
|
*
|
|
Human Resources
|
85%
|
15%
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|
People & Culture
|
75%
|
25%
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|
Information Technology
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50%
|
50%
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|
Investments
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50%
|
50%
|
|
Leadership
|
*
|
*
|
|
Marketing
|
50%
|
50%
|
|
Real Estate
|
50%
|
50%
|
|
Grounds
|
50%
|
50%
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*See attached allocations per Exhibit A.
The Shared Services of each entity shall include the base pay, bonuses paid, payroll related taxes and costs of employee benefits
provided for each individual covered.
Allocated costs shall first be reduced for reimbursements, if any, received from other entities or third parties.
Additional employees or groups of employees may be added as shared services upon mutual agreement of both parties and attached hereto as
an addendum to this Agreement.
Corporate performance-based bonuses or awards are specifically excluded from this formula and sharing arrangement. Such bonuses or
awards shall be borne entirely by the individual entity and determined exclusively by the management of each entity. Individuals covered under this agreement may receive such corporate performance-based bonuses from either or both entities.
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed by their officers thereunto duly authorized as of the date first above written.
UTG, INC. FIRST SOUTHERN NATIONAL BANK
By: ___________________________ By: ____________________________
Theodore C. Miller Tommy Roberts
Sr. Vice President CEO
Attest: Attest:
______________________________ ________________________________
Bradley J. Betack Bradley J. Betack
Secretary Secretary
Shared Services Agreement FSNB/UTG Exhibit A
CLG
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Name
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FSNB %
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UTG %
|
||
|
Joe Hafley
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80%
|
20%
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||
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Leah Baker
|
20%
|
80%
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||
|
Mike Taylor
|
80%
|
20%
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||
|
Shay Pendygraft
|
20%
|
80%
|
Leadership
|
Name
|
FSNB %
|
UTG %
|
||
|
Baker Ellis
|
75%
|
25%
|
||
|
Brad Betack
|
50%
|
50%
|
||
|
Candice Brown
|
50%
|
50%
|
||
|
Christopher Davis
|
75%
|
25%
|
||
|
Daniel Roberts
|
50%
|
50%
|
||
|
Denise Henderson
|
25%
|
75%
|
||
|
Doug Ditto
|
25%
|
75%
|
||
|
Jess Correll
|
25%
|
75%
|
||
|
Julie Cox
|
50%
|
50%
|
||
|
Max Appel
|
85%
|
15%
|