Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Gregory L. McKee; Changes in Principal Executive Officer

On January 10, 2023, Citizens Holding Company ("Citizens"), and Citizens wholly-owned subsidiary, The Citizens Bank (the "Bank"), collectively referred to as (the "Company"), announced that, effective January 31, 2023, Gregory L. McKee will retire as the President and Chief Executive Officer ("CEO") of the Bank but will remain as President and CEO of Citizens to help in the CEO transition. Additionally, Mr. McKee will remain on the Board of Directors for Citizens and the Bank.

A copy of the press release announcing Mr. McKee's retirement is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



    (d)  Exhibits

          Exhibit 99.1   Press Release issued by the Company

          Exhibit 104  Cover Page Interactive Data File (embedded within the Inline XBRL
                       document)

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