8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 12, 2022

THE NATIONAL SECURITY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-18649		63-1020300
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
661 East Davis Street
Elba, Alabama			36323
(Address of principal executive offices)			(Zip Code)
Registrant's telephone number, including area code:		(334) 897-2273
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	NSEC	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. 1

Item 7.01. Regulation FD Disclosure

On May 12, 2022, The National Security Group, Inc. (“Registrant”) and VR Insurance Holdings, Inc. (“VR Holdings”) issued a joint press release to provide notice that the Alabama Commissioner of Insurance (the “Commissioner”) has scheduled a public hearing to be held on June 14, 2022, regarding the Form A filed by VR Holdings with the Alabama Department of Insurance seeking the Commissioner’s approval of the proposed acquisition of control of the Registrant by VR Holdings. The proposed acquisition was publicly announced on January 26, 2022.

A copy of the press release announcing the public hearing is attached as Exhibit 99.1 to this report.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Description of Document

99.1

Press release, dated May 12, 2022, issued by The National Security Group, Inc. and VR Insurance Holdings, Inc. We are furnishing this exhibit to this Form 8-K in accordance with Item 7.01 of Regulation FD Disclosure. The exhibit shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	The National Security Group, Inc.
Date: May 12, 2022	By: /s/ Brian R. McLeod
	Brian R. McLeod Chief Financial Officer

EX-99.1

Exhibit 99.1

661 East Davis Street

Post Office Box 703

Elba, Alabama 36323

PRESS RELEASE

FOR IMMEDIATE RELEASE

For Additional Information: Contact Brian McLeod - Chief Financial Officer @ (334) 897-2273.

Alabama Department of Insurance Sets Public Hearing Date for
The National Security Group, Inc. and VR Insurance Holdings, Inc. Transaction

ELBA, ALABAMA and SAN FRANCISCO, CALIFORNIA (May 12, 2022)...The National Security Group, Inc. (NASDAQ:NSEC) and VR Insurance Holdings, Inc. (“VR Holdings”) today announced that the Alabama Department of Insurance (ALDOI) has set a public hearing to consider the proposed acquisition of control of The National Security Group, Inc. (NSG) by VR Holdings. In accordance with Section 27-29-3 Code of Alabama 1975, as amended, VR Holdings has filed a Form A to request the Alabama Commissioner of Insurance to approve the transaction contemplated by the Agreement and Plan of Merger dated January 26, 2022, between NSG and VR Holdings (the “Transaction”), which was previously disclosed in a joint release dated January 26, 2022.

The public hearing will be held in the offices of the ALDOI, 201 Monroe Street, Suite 502, Montgomery, Alabama 36104, on June 14, 2022, at 10:00 a.m., Central Time. At the hearing, representatives of VR Holdings and NSG as well as any stockholders of NSG and other persons whose interest may be affected by the Transaction shall have the right to present evidence, examine and cross examine witnesses and offer oral and written arguments, and in connection therewith, shall be entitled to conduct discovery proceeding in the same manner as currently allowed in the circuit courts of Alabama. All discovery proceedings must be concluded not later than three days prior to the date of the hearing.

VR Holdings is providing this notice to the stockholders of NSG at the direction of the Alabama Insurance Commissioner’s order dated May 2, 2022. Any stockholder or other interested person desiring to participate either in person or by video conference must notify the ALDOI by electronic mail addressed to Shawn.Stewart@insurance.alabama.gov not later than June 12, 2022.

NSG has scheduled a special meeting of its stockholders on June 20, 2022, to consider and vote on the approval of the Transaction as required by the Delaware General Corporation Law. NSG will provide its stockholders of record on April 26, 2022, a definitive proxy statement in connection with the Board of Directors’ solicitation of proxies to vote on the approval of the Transaction. The proxy statement will be filed with the Securities and Exchange Commission when it is first mailed to the stockholders. Stockholders of NSG are urged to read the proxy statement because it contains important information regarding the Transaction.

NSG and its directors and executive officers may be deemed to be participants in the solicitation of proxies from its stockholders in connection with their vote on the proposed Transaction. Information about the directors and executive officers of NSG and their ownership of NSG common stock is set forth in NSG’s Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 23, 2022. Investors and Stockholders of NSG can obtain a free copy of the proxy statement and Form 10-K as well as other reports filed by NSG with the SEC at the SEC’s website at http://www.sec.gov. or by contacting Laura Williams Jordan at NSG by telephone at (334) 897 2273 or by email at Laura.Jordan@nsgcorp.com.

About The National Security Group, Inc

The National Security Group, Inc. (NASDAQ:NSEC), through its property and casualty and life insurance subsidiaries, offers property, casualty, life, accident and health insurance in ten states. The Company primarily writes personal lines property coverage including specialty market dwelling fire and windstorm, homeowners and mobile homeowners lines of insurance. The Company also offers life, accident and health, supplemental hospital and cancer insurance products. The Company was founded in 1947 and is based in Elba, Alabama. Additional information about the Company, including additional details of

recent financial results, can be found on our website: www.nationalsecuritygroup.com.

About VR Holdings, Inc.

VR Holdings is a newly formed Delaware company founded by Vivek Ranadivé and a group of family office and strategic investors. VR Holdings has been formed to serve as the holding company for NSG and potentially other insurance and financial services businesses.

Caution Regarding Forward-Looking Statements

The news release contains historical and forward-looking statements that are based on estimates and anticipation of future events by NSG that are subject to certain risks and uncertainties that could cause actual results to vary materially from the expected results described in the forward looking statements. The expectations regarding the timing, closing and effects of the Transaction may be beyond the control of NSG and are difficult or impossible to predict. The forward looking statements speak only as of the date of this release and NSG does not undertake and specifically declines any obligation to update or revise any forward looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

XML

Cover	May 12, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 12, 2022
Entity Registrant Name	NATIONAL SECURITY GROUP, INC
Entity Incorporation, State or Country Code	DE
Entity File Number	0-18649
Entity Tax Identification Number	63-1020300
Entity Address, Address Line One	661 East Davis Street
Entity Address, City or Town	Elba
Entity Address, State or Province	AL
Entity Address, Postal Zip Code	36323
City Area Code	334
Local Phone Number	897-2273
Written Communications	false
Soliciting Material	true
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	NSEC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000865058
Amendment Flag	false