Form 4: Security National Financial Insider Reports Stock Gift, Option Grants
Insider Transaction Report
Jason G. Overbaugh, a Director and Officer of Security National Financial Corp, reported a gift of Class A Common Stock and multiple grants of Class C Common Stock options.
Summary
- Jason G. Overbaugh, a Director, 10% Owner, and VP & National Marketing Director of Life Insurance for Security National Financial Corp (SNFCA), reported changes in his beneficial ownership.
- On December 30, 2025, Overbaugh disposed of 4,500 shares of Class A Common Stock via a gift (transaction code 'G') at a price of $9.21 per share.
- Following this transaction, direct beneficial ownership of Class A Common Stock is 88,789 shares, which includes 43,288 shares of Class A Common Stock and 45,501 shares of Class C Common Stock.
- Indirect holdings include 112,260 shares of Class A Common Stock in a 401(k) Retirement Savings Plan and 30,146 shares of Class A Common Stock in a Deferred Compensation Plan.
- Overbaugh was granted several employee stock options to purchase Class C Common Stock on various dates, with the most recent grants occurring on December 5, 2025.
- The December 5, 2025 grants include 10,657 Class C options at an exercise price of $9.38 and 44,343 Class C options at an exercise price of $8.53, both vesting quarterly starting March 5, 2026.
- All reported options have been adjusted for anti-dilution rights under the 2013 Stock Option Plan or 2022 Equity Incentive Plan, reflecting various stock dividends paid between February 2020 and July 2025.
- Total derivative securities beneficially owned by Overbaugh following these transactions amount to 298,537 Class C Common Stock options.
Sentiment
Score: 5
Explanation: The filing reports routine insider transactions (a gift of shares and multiple stock option grants) which are standard compensation and ownership adjustments. It does not contain information that would significantly alter the perception of the company's financial health or operational performance, thus indicating a neutral sentiment.
Positives
- The granting of multiple employee stock options aligns management's interests with shareholder value creation, providing incentives for long-term performance.
- The anti-dilution provisions in the stock option plans protect the value of the options against stock dividends, demonstrating a commitment to fair compensation for option holders.
Negatives
- The disposition of 4,500 Class A Common Stock shares via a gift reduces the reporting person's direct ownership, though it is a relatively small portion of total holdings.
Future Outlook
The filing indicates future vesting schedules for the most recent stock option grants, with quarterly installments beginning on March 5, 2026, for options granted on December 5, 2025. The expiration dates for various options extend as far as December 5, 2035.
Industry Context
This Form 4 filing details routine insider transactions, specifically a gift of shares and the periodic granting of employee stock options. Such compensation practices are common across various industries to incentivize and retain key management personnel, aligning their long-term interests with the company's performance. The anti-dilution adjustments for stock dividends are a standard feature in well-structured equity incentive plans.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Equity Incentive Plan Usage | The company utilizes the 2013 Stock Option Plan and the 2022 Equity Incentive Plan for granting employee stock options. | N/A | These plans are standard corporate governance mechanisms designed to incentivize and retain key personnel by aligning their interests with long-term shareholder value. The consistent use of these plans indicates a stable approach to executive compensation. |
| Anti-Dilution Provisions | Stock options include anti-dilution rights that adjust the number of shares and exercise price to reflect stock dividends paid by the company. | N/A | These provisions protect the value of employee stock options from dilution caused by stock dividends, ensuring that the incentive remains effective and fair to the option holders. This is a positive aspect of the company's equity compensation structure. |
Stakeholder Impact
- Shareholders: The granting of stock options can lead to potential future dilution if options are exercised, but also serves to align the interests of a key executive with long-term shareholder value. The gift of shares represents a minor reduction in direct insider ownership.
- Employees (specifically Jason G. Overbaugh): The stock option grants provide significant incentive compensation, linking personal financial gain to the company's stock performance and encouraging long-term commitment.
Next Steps
- Quarterly vesting of 10,657 and 44,343 Class C Common Stock options will commence on March 5, 2026.
- The reporting person may exercise vested stock options at their respective exercise prices prior to their expiration dates.
Key Dates
| Date | Description |
|---|---|
| 12/06/2019 | Grant date for 41,208 Class C Common Stock options with an exercise price of $3.76. |
| 02/07/2020 | 5% stock dividend paid, affecting the 12/06/2019 option's anti-dilution adjustment. |
| 03/06/2020 | Date exercisable for 41,208 Class C Common Stock options granted on 12/06/2019. |
| 03/27/2020 | Grant date for 39,246 Class C Common Stock options with an exercise price of $2.84. |
| 06/27/2020 | Date exercisable for 39,246 Class C Common Stock options granted on 03/27/2020. |
| 07/17/2020 | 2.5% stock dividend paid, affecting anti-dilution adjustments for options granted on 12/06/2019 and 03/27/2020. |
| 07/16/2021 | 5% stock dividend paid, affecting anti-dilution adjustments for options granted on 12/06/2019 and 03/27/2020. |
| 12/03/2021 | Grant date for 36,465 Class C Common Stock options with an exercise price of $7.02. |
| 03/03/2022 | Date exercisable for 36,465 Class C Common Stock options granted on 12/03/2021. |
| 07/08/2022 | 5% stock dividend paid, affecting anti-dilution adjustments for options granted on 12/06/2019, 03/27/2020, and 12/03/2021. |
| 12/02/2022 | Grant date for 40,517 Class C Common Stock options with an exercise price of $5.56. |
| 03/02/2023 | Date exercisable for 40,517 Class C Common Stock options granted on 12/02/2022. |
| 07/14/2023 | 5% stock dividend paid, affecting anti-dilution adjustments for options granted on 12/06/2019, 03/27/2020, 12/03/2021, and 12/02/2022. |
| 12/01/2023 | Grant date for 44,100 Class C Common Stock options with an exercise price of $7.21. |
| 03/01/2024 | Date exercisable for 44,100 Class C Common Stock options granted on 12/01/2023. |
| 07/12/2024 | 5% stock dividend paid, affecting anti-dilution adjustments for options granted on 12/06/2019, 03/27/2020, 12/03/2021, 12/02/2022, and 12/01/2023. |
| 12/06/2024 | Grant date for 7,298 Class C Common Stock options (exercise price $13.67) and 34,703 Class C Common Stock options (exercise price $12.43). |
| 03/06/2025 | Date exercisable for 7,298 and 34,703 Class C Common Stock options granted on 12/06/2024. |
| 07/18/2025 | 5% stock dividend paid, affecting anti-dilution adjustments for options granted between 2019 and 2024. |
| 12/05/2025 | Grant date for 10,657 Class C Common Stock options (exercise price $9.38) and 44,343 Class C Common Stock options (exercise price $8.53). |
| 12/06/2029 | Expiration date for 41,208 Class C options (granted 12/06/2019) and 7,298 Class C options (granted 12/06/2024). |
| 03/27/2030 | Expiration date for 39,246 Class C options (granted 03/27/2020). |
| 12/05/2030 | Expiration date for 10,657 Class C options (granted 12/05/2025). |
| 12/03/2031 | Expiration date for 36,465 Class C options (granted 12/03/2021). |
| 12/02/2032 | Expiration date for 40,517 Class C options (granted 12/02/2022). |
| 12/01/2033 | Expiration date for 44,100 Class C options (granted 12/01/2023). |
| 12/06/2034 | Expiration date for 34,703 Class C options (granted 12/06/2024). |
| 12/05/2035 | Expiration date for 44,343 Class C options (granted 12/05/2025). |
| 12/30/2025 | Transaction date for the disposition of 4,500 Class A Common Stock shares. |
| 12/31/2025 | Signature date of the reporting person. |
| 03/05/2026 | Start of quarterly vesting for 10,657 and 44,343 Class C options granted on 12/05/2025. |
Keywords
Security National Financial Corp, SNFCA, Form 4, Insider Transaction, Stock Options, Class A Common Stock, Class C Common Stock, Employee Stock Option Plan, Anti-Dilution, Stock Dividend, Beneficial Ownership
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