10-K 1 cia-20191231x10k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-K For the fiscal year ended December 31, 2019 CITIZENS, INC. WASHINGTON D.C. 20549 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 000-16509 Colorado ( Exact name of registrant as specified in its charter ) 84-0755371 (I.R.S. employer identification no.) 78728 (Zip code) (512) 837-7100 (Registrant's telephone number, including area code) (State or other jurisdiction of incorporation or organization) 14231 Tandem Blvd, 2nd Floor; Austin, Texas (Address of principal executive offices) Securities registered pursuant to Section 12(b) of the Act New York Stock Exchange (Name of each exchange on which registered) CIA  Class A Common Stock (Title of each class) (Trading symbol(s)) Securities registered pursuant to Section 12(g) of the Act None (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes ý No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes ý 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. ý Yes o No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation 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). ý Yes o No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See 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 o Accelerated  filer ý Non-accelerated  filer o Smaller reporting  company o Emerging growth company o 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. o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes ý No As of June 30, 2019, the aggregate market value of the Class A common stock held by non-affiliates of the registrant was approximately $357,975,962. Number of shares of common stock outstanding as of March 4, 2020. Class A: 49,341,062 Class B: 1,001,714 DOCUMENTS INCORPORATED BY REFERENCE Part III of this Report incorporates by reference certain portions of the definitive proxy materials to be delivered to stockholders in connection with the 2020 Annual Meeting of Shareholders (the "2020 Proxy Statement"). The 2020 Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.