Citizens Holding (CIZN) S-8 POSRegistration of securities for employees (post-effective amendment)

 As filed with the Securities and Exchange Commission on January 3, 2024

Registration No. 333-89680

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

to

FORM S-8

 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CITIZENS HOLDING COMPANY

 (Exact name of Registrant as specified in its charter)

521 Main Street

 Philadelphia, MS 39350

(601) 656-4692

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

1999 Directors’ Stock Compensation Plan

 and

1999 Employees’ Long-Term Incentive Plan

(Full title of the plan)

Stacy M. Brantley

Chairman and Chief Executive Officer

521 Main Street

Philadelphia, MS 39350

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Nathanael P. Kibler

Baker, Donelson, Bearman, Caldwell & Berkowitz, PC

265 Brookview Centre Way, Suite 600

 Knoxville, TN 37919

 (865) 549-7000

 (865) 525-8569 (fax)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.

☐

This Registration Statement shall become effective upon filing in accordance with Rule 464 promulgated under the Securities Act of 1933, as amended.

DEREGISTRATION OF SECURITIES

The Registrant. Pursuant to the requirements of the Securities Exchange Act of 1933, as amended, the Registrant certifies that is has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, State of Mississippi, on January 3, 2024.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.