Shareholders' Equity

3 Months Ended

Mar. 31, 2026

Shareholders’ Equity [Abstract]

Shareholders' Equity

Note 7 – Shareholders’ Equity

During 2026, the Company issued 1,733 shares of stock to management and employees as compensation at a cost of $90,134. 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.  The Board of Directors of UTG authorized the repurchase of up to $26 million of UTG’s common stock in the open market or in privately negotiated transactions. 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 the three months ended March 31, 2026, the Company repurchased 3,521 shares through the stock repurchase program for $195,773. Through March 31, 2026, UTG has spent $21,035,328 in the acquisition of 1,402,790 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 March 31, 2026, 96,250 shares have been granted, and 203,750 shares 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.

No option shall be exercised more than 10 years after the date such option is granted. The Plan will terminate 10 years from the date of approval by shareholders, unless previously terminated by the Board. After the Plan is terminated, no awards of stock options may be granted but stock options previously awarded will remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions.

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:

				Weighted average
			Weighted	remaining		Aggregate
	Number of		average exercise	contractual		intrinsic value
	options		price	life (years)		(1)
Outstanding at December 31, 2025	96,250	$	45	8.89	$	-
Granted	-		-	-		-
Outstanding at March 31, 2026	96,250		44.69	8.64		-
Exercisable at March 31, 2026	-	$	-	-	$	-

(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 March 31, 2026.

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	31.90	%
Weighted-average risk-free interest rate	3.84	%
Expected dividend yield	0	%
Expected term (in years)	5.0 - 7.5

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 March 31, 2026.

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 $1,557,977 as of March 31, 2026, with the cost expected to be recognized over a weighted-average period of approximately 4.42 years.

The Company recognized stock-based compensation expense related to stock options of $88,187 and $0 for the three months ended March 31, 2026 and 2025, respectively.

 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:

	Three Months Ended
		March 31, 2026	March 31, 2025
Basic weighted average shares outstanding		3,141,417	3,156,550
Weighted average dilutive options outstanding		17,693	0
Diluted weighted average shares outstanding		3,159,110	3,156,550