8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) July 03, 2024

NATIONAL WESTERN LIFE GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-55522	47-3339380
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10801 N. Mopac Expy Bldg 3
Austin,	Texas	78759
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (512) 836-1010

Not Applicable

 (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 (see General Instruction A.2. below):

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

☐  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 to be registered:	Trading Symbol	Name of each exchange on which each class is to be registered:
Class A Common Stock, $0.01 par value	NWLI	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of the chapter) or Rule 12-b2 of the Securities Exchange Act of 1934 (§240.12b-2 of the 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. ☐

Item 7.01. Regulation FD Disclosure.

On October 8, 2023, National Western Life Group, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with S. USA Life Insurance Company, Inc. (“SUSA”), an insurance company domiciled in Arizona and a company of the Prosperity Life Group (“Prosperity Life Group”), and PGH Merger Inc., a Delaware corporation and a wholly owned subsidiary of SUSA (“Merger Sub”), providing for the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of SUSA (the “Merger”). The execution of the Merger Agreement was previously disclosed by the Company on October 10, 2023, on its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on that date.

On July 3, 2024, the Company and Prosperity Life Group issued a joint press release announcing that the Merger has received all required regulatory approvals and that the Merger is expected to close no later than July 11, 2024. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Notice Regarding Forward-Looking Statements

Except for historical information, all other information in this Current Report on Form 8-K consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, and related oral statements the Company or SUSA may make, are subject to risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied. For example, (1) the remaining conditions to the closing of the Merger may not be satisfied and (2) events, changes or other circumstances could occur that could give rise to the termination of the Merger Agreement.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors included in the Company’s most recent Annual Report on Form 10-K and other documents of the Company and SUSA on file with the SEC. Neither the Company nor SUSA undertakes any obligation to update, correct or otherwise revise any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or SUSA and/or any person acting on behalf of either of them are expressly qualified in their entirety by this paragraph. The information contained on any websites referenced in this Current Report on Form 8-K is not incorporated by reference into this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number	Description
Exhibit 99.1*	Joint Press Release, dated July 3, 2024, issued by National Western Life Group, Inc. and Prosperity Life Group
Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith.

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.
	NATIONAL WESTERN LIFE GROUP, INC.
Date: July 3, 2024	/S/Brian M. Pribyl
	Brian M. Pribyl
	Senior Vice President,
	Chief Financial Officer
	and Treasurer

EX-99.1

EXHIBIT 99.1

National Western and Prosperity Life Group Announce Expected Closing Date for $1.9 Billion Cash Merger

Austin, Texas, July 3, 2024 ‑ National Western Life Group, Inc. (“National Western” or the “Company”) (NASDAQ:NWLI), and Prosperity Life Group (“Prosperity Life Group”) today announced that the previously announced acquisition of National Western by Prosperity Life Group company S. USA Life Insurance Company, Inc. (“SUSA”) has received all required regulatory approvals. As a result, the transaction is expected to close no later than Thursday, July 11, 2024.

At the closing, SUSA will acquire National Western in an all-cash merger transaction valued at approximately $1.9 billion. Each share of National Western common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive $500 in cash at closing.

The transaction, which was unanimously approved by National Western’s Board of Directors, was approved by the holders of a majority of the Company’s outstanding shares at a special meeting held on January 8, 2024.

About National Western Group, Inc.

National Western Life Group, Inc. is the parent organization of National Western Life Insurance Company, which is the parent organization of Ozark National Life Insurance Company, both stock life insurance companies in aggregate offering a broad portfolio of individual universal life, whole life and term insurance plans, as well as annuity products. At March 31, 2024, the Company maintained consolidated total assets of $12.1 billion, consolidated stockholders’ equity of $2.5 billion, and combined life insurance in force of $17.7 billion.

About Prosperity Life Group

Prosperity Life Group is a marketing name for certain subsidiaries of Prosperity Group Holdings, LP. Prosperity is an innovative insurance, reinsurance, and asset management company. Collectively, its underwriting companies are licensed in 48 states plus the District of Columbia and have been helping individuals and their families for over 100 years by providing life insurance, asset accumulation, and supplemental health products to help them achieve their goals. Prosperity’s asset management business is conducted through Prosperity Asset Management, an insurance-focused asset manager specializing in structured credit and niche asset opportunities and origination platforms.

For more information, please contact:

National Western:	Prosperity Life Group Media Contact:
Brian M. Pribyl	Aiden Woglom / Anne Hart / Julia Sidi
Tel: (512) 719-2493	Prosek Partners
Email: bpribyl@nwlic.com	Pro-prosperitylife@prosek.com

Cautionary Notice Regarding Forward-Looking Statements

Except for historical information, all other information in this press release consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, and related oral statements the Company or SUSA may make, are subject to risks and uncertainties that could cause actual results to differ materially from those projected, anticipated or implied. For example, (1) the remaining conditions to the closing of the proposed transaction may not be satisfied and (2) events, changes or other circumstances could occur that could give rise to the termination of the previously-announced merger agreement providing for the transaction.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors included in the Company’s most recent Annual Report on Form 10-K and other documents of the Company and SUSA on file with the Securities and Exchange Commission. Neither the Company nor SUSA undertakes any obligation to update, correct or otherwise revise any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or SUSA and/or any person acting on behalf of either of them are expressly qualified in their entirety by this paragraph. The information contained on any websites referenced in this press release is not incorporated by reference into this press release.

XML

Cover Page	Jul. 03, 2024
Cover [Abstract]
Entity Address, State or Province	TX
Document Type	8-K
Entity Incorporation, State or Country Code	DE
Entity File Number	000-55522
Entity Central Index Key	0001635984
Document Period End Date	Jul. 03, 2024
Entity Registrant Name	NATIONAL WESTERN LIFE GROUP, INC.
Entity Tax Identification Number	47-3339380
Entity Address, Address Line One	10801 N. Mopac Expy Bldg 3
Entity Address, City or Town	Austin,
Entity Address, Postal Zip Code	78759
City Area Code	(512)
Local Phone Number	836-1010
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.01 par value
Trading Symbol	NWLI
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Emerging Growth Company	false