SCHEDULE 13D/A 0001064869 XXXXXXXX LIVE 32 common stock, no par value 05/06/2025 false 0000832480 90342M109 UTG, INC

205 NORTH DEPOT STREET STANFORD KY 40484

Jill Martin 606-365-3555 P.O. Box 328 Stanford KY 40484 0001240842 FIRST SOUTHERN HOLDINGS LLC a AF KY 1201876 0 1201876 0 1201876 Y 38.1 OO See response to Item 5 for additional information about share and percentage beneficial ownership. With this Amendment, the Reporting Persons are amending this Schedule 13D to amend the disclosures in the text of Item 2, Item 3 and Item 5 to reflect recent transactions in shares of UTG, Inc. ("UTI") and to update the disclosures in Exhibit F. 0001064869 FIRST SOUTHERN FUNDING LLC a BK WC KY 486957 0 486957 0 486957 Y 15.4 OO See response to Item 5 for additional information about share and percentage beneficial ownership. With this Amendment, the Reporting Persons are amending this Schedule 13D to amend the disclosures in the text of Item 2, Item 3 and Item 5 to reflect recent transactions in shares of UTG, Inc. ("UTI") and to update the disclosures in Exhibit F. 0000894355 FIRST SOUTHERN BANCORP INC a BK WC KY 204909 0 204909 0 1406785 Y 44.6 CO See response to Item 5 for additional information about share and percentage beneficial ownership. With this Amendment, the Reporting Persons are amending this Schedule 13D to amend the disclosures in the text of Item 2, Item 3 and Item 5 to reflect recent transactions in shares of UTG, Inc. ("UTI") and to update the disclosures in Exhibit F. 0001064892 CORRELL JESSE T a AF OO KY 154312 0 154312 0 154312 Y 4.9 IN See response to Item 5 for additional information about share and percentage beneficial ownership. With this Amendment, the Reporting Persons are amending this Schedule 13D to amend the disclosures in the text of Item 2, Item 3 and Item 5 to reflect recent transactions in shares of UTG, Inc. ("UTI") and to update the disclosures in Exhibit F. Y WCorrell, Limited Partnership a OO GA 72750 0 72750 0 72750 Y 2.3 PN See response to Item 5 for additional information about share and percentage beneficial ownership. With this Amendment, the Reporting Persons are amending this Schedule 13D to amend the disclosures in the text of Item 2, Item 3 and Item 5 to reflect recent transactions in shares of UTG, Inc. ("UTI") and to update the disclosures in Exhibit F. 0001245091 CUMBERLAND LAKE SHELL INC a OO KY 128750 0 128750 0 128750 Y 4.1 CO See response to Item 5 for additional information about share and percentage beneficial ownership. With this Amendment, the Reporting Persons are amending this Schedule 13D to amend the disclosures in the text of Item 2, Item 3 and Item 5 to reflect recent transactions in shares of UTG, Inc. ("UTI") and to update the disclosures in Exhibit F. common stock, no par value UTG, INC 205 NORTH DEPOT STREET STANFORD KY 40484 1. Jesse T. Correll ("Mr. Correll") 2. First Southern Bancorp, Inc. ("FSBI") [Information about FSBI's directors, executive officers and controlling shareholders in response to this Item 2 is filed in Exhibit F and incorporated herein by reference.] 3. First Southern Funding, LLC ("FSF") [Information about FSF's executive officers, managers and controlling persons in response to this Item 2 is filed in Exhibit F and incorporated herein by reference.] 4. First Southern Holdings, LLC ("FSH") [Information about FSH's executive officers, members and controlling persons in response to this Item 2 is filed in Exhibit F and incorporated herein by reference.] 5. WCorrell, Limited Partnership [Information about the general partners of WCorrell Limited Partnership in response to this Item 2 is filed in Exhibit F and incorporated herein by reference.] 6. Cumberland Lake Shell, Inc. ("CLS") [Information about CLS's directors, executive officers and controlling shareholders in response to this Item 2 is filed in Exhibit F and incorporated herein by reference.] 1. P.O. Box 328, 205 N. Depot Street, Stanford, Kentucky 40484 2. P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484 3. P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484 4. P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484 5. P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484 6. P.O. Box 430, 370 S. Highway 27, Suite 26, Somerset, KY 42501 1. (i) Chairman, President, CEO and Director of First Southern Bancorp, Inc. (bank holding company), P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484; (ii) Chairman, President, CEO and Director of UTG, Inc. (Insurance holding company), 205 N. Depot Street, Stanford, Kentucky 40484; (iii) Chairman, CEO and Director of Universal Guaranty Life Insurance Co. (Life insurance co.), 205 N. Depot Street, Stanford, Kentucky 40484; and (iv) Chairman and Director of First Southern National Bank (Bank), P. O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484 2. Bank holding company, P. O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484 3. Investments, P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484 4. Investments, P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484 5. Investments, P.O. Box 328, 99 Lancaster Street, Stanford, Kentucky 40484 6. Commerical real estate/investments, P.O. Box 430, 370 S. Highway 27, Suite 26, Somerset, KY 42501 1. No 2. No 3. No 4. No 5. No 6. No 1. No 2. No 3. No 4. No 5. No 6. No 1. United States 2. United States 3. United States 4. United States 5. United States 6. United States The amount of funds used by First Southern Funding, LLC to purchase shares on May 6, 2025 was $3,478,280. The source of the funds was cash on hand. The beneficial ownership of the Common Stock by each Reporting Person is as follows. Each Reporting Person has sole voting and dispositive power over the shares listed opposite the Reporting Person's name, except as noted: Reporting Person Number of Shares Owned (%)(1) Jesse T. Correll (2) 154,312 (4.9%) First Southern Bancorp, Inc.(2)(3) 1,406,785 (44.6%) First Southern Funding, LLC(2)(3) 486,957 (15.4%) First Southern Holdings, Inc.(2)(3) 1,201,876 (38.1%) WCorrell, Limited Partnership(2) 72,750 (2.3%) Cumberland Lake Shell, Inc. 128,750 (4.1%) Total(3)(4) 2,176,804 (69.0%) (1) The percentage of outstanding shares is based on 3,154,657 shares of Common Stock outstanding as of May 5, 2025. (2) The share ownership of Mr. Correll includes 81,562 shares of Common Stock owned by him individually; and 72,750 shares of Common Stock held by WCorrell, Limited Partnership, a limited partnership in which Mr. Correll serves as managing general partner. 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, Mr. Correll may be deemed to beneficially own the total number of shares of Common Stock owned by FSH (as well as the shares owned by FSBI and FSF directly), and may be deemed to share with FSH (as well as FSBI and FSF) the right to vote and to dispose of such shares. Mr. Correll owns approximately 79.6% (of which 77.4% is owned directly by Mr. Correll and 2.2% is owned by his wife) of the outstanding membership interests of FSF; he owns approximately 44.5% (of which 44.45% is owned directly by Mr. Correll and 0.02% is owned by his wife), companies he controls own approximately 16.7%, and he has the power to vote and an option to purchase but does not own approximately 2.2%, of the outstanding voting common equity of FSBI (consisting in part of shares entitled to one vote per share and in part of shares entitled to ten votes per share). FSBI and FSF in turn own 99% and 1%, respectively, of the outstanding membership interests of FSH. The aggregate number of shares of Common Stock held by these other Reporting Persons, as shown in the above table, is 1,893,742 shares. (3) 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 further described in this Item 5. As a result, FSBI may be deemed to share the voting and dispositive power over the shares held by FSH. (4) Mr. Correll, FSBI, FSF and FSH have agreed in principle to act together for the purpose of acquiring or holding equity securities of UTI. In addition, because of their relationships with these Reporting Persons, Cumberland Lake Shell, Inc. and WCorrell, Limited Partnership may also be deemed to be members of this group. Therefore, for purposes of this Schedule 13D, each may be deemed to have acquired beneficial ownership of the equity securities of UTI beneficially owned by each of the other Reporting Persons. See Item 5 (a) above. On May 6, 2025, First Southern Funding, LLC purchased 86,957 shares at $40.00 per share, cash in privately negotiated transactions. Not amended. Not applicable. See Exhibit F. FIRST SOUTHERN HOLDINGS LLC /s/ Jesse T. Correll 05/08/2025 FIRST SOUTHERN FUNDING LLC /s/ Jesse T. Correll 05/08/2025 FIRST SOUTHERN BANCORP INC /s/ Jesse T. Correll 05/08/2025 CORRELL JESSE T /s/ Jesse T. Correll 05/08/2025 WCorrell, Limited Partnership /s/ Jesse T. Correll 05/08/2025 CUMBERLAND LAKE SHELL INC /s/ Jesse T. Correll 05/08/2025 Pursuant to the Agreement among Reporting Persons dated April 16, 2024 for the filing of a single Schedule 13D pursuant to Rule 13d-1(k), each Reporting Person has authorized Jesse T. Correll to sign on behalf of such Reporting Person any Schedule 13D or amendments thereto that are required to be filed on behalf of the Reporting Person to this Schedule 13D.