false0002007587Both the number of shares outstanding and their par value have been retrospectively recast for all prior periods presented to reflect the par value of the outstanding stock of American Integrity Insurance Group, Inc. as a result of the Corporate Contribution. See Note 1 — “Nature of Operations and Basis of Presentation” and Note 13 — “Earnings Per Share.”The distributions were made to members prior to the IPO. 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As filed with the Securities and Exchange Commission on November 17, 2025.

Registration

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

American Integrity Insurance Group, Inc.

(Exact name of registrant as specified in its charter)


Delaware	6331	33-2925846
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

5426 Bay Center Drive, Suite 600

Tampa, FL 33609

(813)

880-7000

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

Robert Ritchie

Chief Executive Officer

5426 Bay Center Drive, Suite 600

Tampa, FL 33609

(813)

880-7000

(Name,

address

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

Copies to:


Matthew L. Fry Haynes and Boone, LLP 2801 N. Harwood Street, Suite 2300 Dallas, Texas 75201 (214) 651-5000		Dwight S. Yoo Ryan J. Dzierniejko Michael P. Reed Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, New York 10001 (212) 735-3000

Approximate date of commencement of proposed sale to the public

: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, 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. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 17, 2025.

PRELIMINARY PROSPECTUS

3,000,000 Shares

LOGO

American Integrity Insurance Group, Inc.

Common Stock

The Selling Stockholders (as defined herein) identified in this prospectus are offering an aggregate of 3,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), of American Integrity Insurance Group, Inc. in this offering. We will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders. Our Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “AII.” On November 14, 2025, the last reported share price of our Common Stock on the NYSE was $24.96 per share.

See “Risk Factors” beginning on page 21 to read about factors you should consider before buying shares of our Common Stock.

We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. See “Risk Factors” and “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission or regulatory authority has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


	Per Share	Total
Public offering price	$	$
Underwriting discount and commissions to be paid by the Selling Stockholders⁽¹⁾	$	$
Proceeds, before expenses, to the Selling Stockholders	$	$

(1)	See “Underwriting” for additional information regarding underwriting compensation.

The Selling Stockholders have granted the underwriters the option, for a period of 30 days, to purchase up to 450,000 additional shares of Common Stock at the public offering price less the underwriting discount and commissions. We will not receive any proceeds from the sale of Common Stock by the Selling Stockholders.

The underwriters expect to deliver the shares of Common Stock against payment in New York, New York on or about , 2025.


(* in alphabetical order)

Keefe, Bruyette & Woods*	Piper Sandler*	William Blair
A Stifel Company

Prospectus dated , 2025

TABLE OF CONTENTS


PROSPECTUS SUMMARY			1
RISK FACTORS			21
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			47
DIVIDEND POLICY			49
USE OF PROCEEDS			50
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			51
INDUSTRY			81
BUSINESS			88
MANAGEMENT			119
EXECUTIVE COMPENSATION			124
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			134
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND SELLING STOCKHOLDERS			136
DESCRIPTION OF CAPITAL STOCK			138
CERTAIN CONSIDERATIONS FOR ERISA AND OTHER U.S. BENEFIT PLANS			145
SHARES ELIGIBLE FOR FUTURE SALE			147
U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS			149
UNDERWRITING			153
LEGAL MATTERS			163
EXPERTS			163
CHANGE IN INDEPENDENT AUDITOR			163
WHERE YOU CAN FIND MORE INFORMATION			165
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES			F-1

None of us, the Selling Stockholders or the underwriters has authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We, the Selling Stockholders and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Selling Stockholders and the underwriters are offering to sell shares of Common Stock and seeking offers to buy shares of Common Stock only in jurisdictions where such offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the Common Stock. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside of the United States: None of we, the Selling Stockholders or any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus and any free writing prospectus must inform themselves about and observe any restrictions relating to this offering and the distribution of this prospectus outside of the United States.

COMMONLY USED DEFINED TERMS

As used in this prospectus, unless the context indicates or otherwise requires, the terms listed below have the following meanings:

•

“we,” “us,” “our,” the “Company,” “American Integrity” and similar references refer: (i) following the consummation of the Corporate Contribution, to American Integrity Insurance Group, Inc., a Delaware corporation, and, unless otherwise stated, all of its direct and indirect subsidiaries, and (ii) prior to the completion of the Corporate Contribution, to AIIG and, unless otherwise stated, all of its direct and indirect subsidiaries.

•

“AICS” means American Integrity Claims Services, LLC, a Texas limited liability company.

•

“AIIC” means American Integrity Insurance Company, a Florida corporation (f/k/a American Integrity Insurance Company of Florida).

•

“AIIG” means American Integrity Insurance Group, LLC, a Texas limited liability company.

•

“AIMGA” means American Integrity MGA, LLC, a Texas limited liability company.

•

“Bylaws” means the Amended and Restated Bylaws of American Integrity Insurance Group, Inc.

•

“Charter” means the Amended and Restated Certificate of Incorporation of American Integrity Insurance Group, Inc.

•

“Citizens” means Citizens Property Insurance Corporation of Florida, a Florida corporation. Citizens was created by the Florida legislature in 2002 as a not-for-profit, tax-exempt, government entity to provide property insurance to eligible Florida property owners unable to find insurance coverage through the private market.

•

“Corporate Contribution” refers to the contribution of the Legacy Owners’ equity interests in AIIG to the Company in exchange for an aggregate of 12,904,495 shares of the Company’s Common Stock on May 7, 2025.

•

“FLOIR” means the Florida Office of Insurance Regulation.

•

“IPO” means the initial public offering of the Company that was priced on May 7, 2025 and closed on May 9, 2025, with an additional closing on May 13, 2025 for the over-allotment option exercised by the underwriters.

•

“Legacy Owners” refers collectively to the owners of units of AIIG prior to the consummation of the Corporate Contribution.

•

“NCQSR” refers to Non-Catastrophe Quota Share Reinsurance, our existing quota share arrangements with third-party reinsurers to provide capital relief for certain losses as described in “Business — Our Strategies — Retain more of the profitable premium we underwrite.”

•

“NYSE” refers to the New York Stock Exchange.

•

“PIF” refers to policies in-force, which represents the number of active insurance policies with coverage in effect as of the end of the period referenced.

•

“Registration Rights Agreement” refers to that certain registration rights agreement by and among the Company, Sowell & Co. and Robert Ritchie, dated May 7, 2025.

•

“Selling Stockholders” means Sowell Investments Holding Co., LLC (“Sowell & Co.”), Robert Ritchie, the Company’s Chief Executive Officer and a Director, and Steven Smathers, a Director of the Company, who are offering shares of Common Stock in this offering.

•

“Take-out” refers to a depopulation from Citizens where we selectively assume policies from Citizens as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Factors Affecting Our Results of Operations and Comparability Between Periods — Citizens “Take-out” Program.”

•

“Voluntary Market” refers to the insurance market in which the Company underwrites and sells policies to policyholders where the Company may freely choose or reject such policies without the assistance of residual market mechanisms.

BASIS OF PRESENTATION

American Integrity Insurance Group, Inc., a Delaware corporation (the “Company”), was formed on January 15, 2025. American Integrity Insurance Group, LLC, a Texas limited liability company (“AIIG”), was formed in 2006. On May 7, 2025, the holders of all of the outstanding equity of AIIG contributed all of their equity interests in AIIG to the Company (the “Corporate Contribution”) in exchange for an aggregate of 12,904,495 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), immediately prior to the Company’s initial public offering (the “IPO”). Information for any periods prior to May 7, 2025 relates to AIIG and its subsidiaries.

Unless otherwise stated, all information in this prospectus reflects and assumes no exercise of the underwriters’ option to purchase up to 450,000 additional shares of Common Stock from the Selling Stockholders.

PRESENTATION OF FINANCIAL INFORMATION

AIIG is the accounting predecessor of the Company for financial reporting purposes. The Company became the audited financial reporting entity following the Company’s IPO in May 2025. Accordingly, this prospectus contains certain historical financial information of AIIG. Financial information for AIIG and its subsidiaries prior to the year ended December 31, 2023 is derived from audited financial statements that were audited by our prior auditors, Thomas Howell Ferguson P.A., and not by our current independent registered public accounting firm. See “Experts” and “Change in Independent Auditor.” Such information includes the historical net income data prior to 2023, the financial data for periods prior to 2023 on which compound annual growth rates are calculated and similar disclosure.

Certain monetary amounts, percentages, and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

iii

INDUSTRY AND MARKET DATA

The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications or other published independent sources, and management estimates.

Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications.

TRADEMARKS AND TRADE NAMES

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply, a relationship with us or an endorsement or sponsorship by or of us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ^®, ^TM or ^SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.

NON-GAAP FINANCIAL MEASURES

This prospectus contains “non-GAAP financial measures” that are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Specifically, we make use of the following non-GAAP financial measures: (i) underwriting income (loss), (ii) adjusted net income (loss), (iii) adjusted earnings per share, (iv) adjusted return on equity, (v) underlying loss and loss adjustment expense ratio and (vi) ceded catastrophe excess of loss premiums ratio.

Underwriting income (loss) is a non-GAAP financial measure defined as income (loss) before income taxes, excluding net investment income, net realized gains and losses on investments, interest expense, other income and stock-based compensation expense. Adjusted net income (loss) is a non-GAAP financial measure defined as net income excluding net realized gains or losses on investments, stock compensation expense, and certain non-recurring or non-cash expenses, including those incurred in connection with our IPO, net of tax. Adjusted return on equity is a non-GAAP financial measure defined as adjusted net income divided by the average of beginning and ending shareholders’ equity during the applicable period, and is annualized for interim periods, as applicable. Underlying loss and loss adjustment expense ratio is a key business metric and a non-GAAP financial measure, expressed as a percentage, and defined as the ratio of loss and loss adjustment expense, net, less current year net catastrophe losses and net prior year reserve development divided by net premiums earned plus policy fees. Ceded catastrophe excess of loss premiums ratio is a non-GAAP financial measure, expressed as a percentage, defined as ceded catastrophe excess of loss premiums earned divided by gross premiums earned. We present the non-GAAP financial measures in this prospectus as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP.

Our management uses these non-GAAP financial measures, in conjunction with GAAP financial measures, as an integral part of managing our business and to, among other things: (i) monitor and evaluate the performance of

our business operations and financial performance; (ii) facilitate internal comparisons of the historical operating performance of our business operations; (iii) facilitate external comparisons of the results of our overall business to the historical operating performance of other companies that may have different capital structures and debt levels and different go-to-market models; (iv) review and assess the operating performance of our management team; (v) analyze and evaluate financial and strategic planning decisions regarding future operating investments; and (vi) plan for and prepare future annual operating budgets and determine appropriate levels of operating investments. The non-GAAP financial measures are not recognized terms under GAAP and should not be considered as alternatives to the corresponding GAAP measures of financial performance, or any other performance measure derived in accordance with GAAP. Because not all companies use identical calculations, the presentation of the non-GAAP financial measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. For a discussion of the use of the non-GAAP financial measures and a reconciliation of the most directly comparable GAAP measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures.”

PROSPECTUS SUMMARY

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Common Stock. You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes included elsewhere in this prospectus before making an investment decision. Unless the context otherwise requires, the terms “Company,” “American Integrity,” “we,” “us” and “our” refer to AIIG and its consolidated subsidiaries prior to the Corporate Contribution and to American Integrity Insurance Group, Inc. following the Corporate Contribution. For the definitions of certain terms used in this prospectus and not defined herein, see “Commonly Used Defined Terms.” References to the “Selling Stockholders” refer to Sowell Investments Holding Co., LLC (“Sowell & Co.”), Robert Ritchie, the Company’s Chief Executive Officer and a Director, and Steven Smathers, a Director of the Company, who are offering shares of Common Stock in this offering.

Who We Are

We are a profitable and growing insurance group headquartered in Tampa, Florida. Through our insurance carrier subsidiary, American Integrity Insurance Company (“AIIC”), we provide personal residential property insurance for single-family homeowners and condominium owners as well as coverage for vacant dwellings and investment properties, predominantly in Florida. Florida represented 94.5% of our policies in-force as of September 30, 2025 and 97.1% of our in-force premium as of September 30, 2025. We are the seventh largest writer of residential property insurance in Florida based on policies in-force (fourth excluding Citizens and national carriers) as of September 30, 2025 and wrote the fifth most residential policies in Florida (second excluding Citizens and national carriers) during the nine months ended September 30, 2025, according to data compiled by the Florida Office of Insurance Regulation (“FLOIR”), making us a leading specialty residential property insurer in the state.

We have been a stable, disciplined provider of residential insurance coverage in Florida for more than 19 years. Our management team founded our company in 2006 to capitalize on dislocation in the Florida residential property insurance market following the 2004 and 2005 hurricane seasons, in which a number of severe hurricanes resulted in record insured property losses and caused a number of national insurance companies to retreat from writing residential property insurance in the state. As of September 30, 2025, our policies in-force were 406,094, and for the nine months ended September 30, 2025, our gross premiums written were $738.2 million.


		1

Florida has a large and growing population with a growing residential property insurance market. According to the U.S. Census Bureau, Florida was the third most populous state in the United States with 23.4 million residents as of July 1, 2024, and recorded the second fastest population growth rate and second greatest nominal increase in population of all states in the United States from 2023 to 2024. Population growth supports growth in the property insurance market, which creates opportunity for insurance carriers with the specialized expertise to profitably underwrite property insurance in the Florida market. Florida is a complex property insurance market with a distinct regulatory environment and risk profile due to its geographic location, population centers concentrated along the coast, and elevated threat of property damage from catastrophic weather events, including hurricanes, requiring a tailored approach to providing insurance coverage. We believe that consistently delivering underwriting profits in this market requires a high level of focus and specialization. This includes localized knowledge, market-specific expertise, granular and analytical underwriting and claims management, extensive historical data, effective use of technology, and a deep understanding of Florida’s regulatory environment – all of which we believe we have developed over our 19-year history writing residential property insurance in Florida. We believe this expertise is transferable and repeatable in other Southeastern coastal states, including South Carolina and Georgia, and we expect to begin writing policies in North Carolina in the fourth quarter of 2025 following regulatory approval. Through active monitoring of local market conditions and prudent risk selection and capital allocation, we seek to be a stable and reliable insurance market for our policyholders and distribution partners, and to consistently deliver best-in-class profitability and value creation for our stockholders.

As of September 30, 2025, we had 406,094 policies in-force. For the year ended December 31, 2024, we produced gross premiums written of $767.7 million, net premiums written of $194.4 million, net income of $39.7 million, and adjusted net income of $39.6 million. For the nine months ended September 30, 2025, we produced gross premiums written of $738.2 million, net premiums written of $74.2 million, net income of $78.8 million, and adjusted net income of $83.4 million. At September 30, 2025, we had total shareholders’ equity of $315.9 million compared to $162.4 million at December 31, 2024. For a reconciliation of underwriting income and adjusted net income to the most directly comparable GAAP measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures.”

Our history of profitability and prudent exposure management is matched by our commitment to innovation. We have built a technology-forward platform that we believe augments the expertise of our underwriting and claims teams, enhances our access to risk and claims data, accelerates and improves our underwriting and claims decision making, and improves our distribution partner and policyholder interface. Our use of advanced technology solutions covers the insurance process end-to-end, from risk selection and underwriting to streamlined quoting, policy management and claims handling. Our technology and data capture are critical to our ability to monitor our underwriting results at a granular level, timely modify our underwriting criteria and pricing to respond to changing market conditions, and effectively navigate Florida’s historically volatile property insurance market cycles.

We believe the current Florida residential property insurance market presents substantial attractive opportunities for carriers with specialized underwriting and claims expertise, established distribution relationships, advanced technology, and entrepreneurial leadership. Despite historical market-related disruptions and challenges caused by increasing hurricane catastrophe activity and other severe weather events, a general tort environment related to property insurance that led to increased litigation, and reduced insurance capacity as a result of multiple large national insurance carrier exits, we believe the legislative reforms in Florida enacted in late 2022, in addition to Assignment of Benefits (“AOB”) reform, which began in 2019, are proving effective at combating historically rampant property insurance legal system abuse and claims fraud, paving the way for a more stable and resilient property insurance market and greater opportunities for us to profitably underwrite residential property insurance in Florida.


		2

Our Business

We seek to leverage our experience, proprietary technology, underwriting expertise and robust claims management capabilities to provide a stable and reliable residential property insurance market for our distribution partners and policyholders and offer competitive residential property insurance coverages that are appropriately priced for the risk we are taking. All of our insurance policies are written on an admitted basis, meaning our rates and policy forms have been approved by the insurance department of each state in which we sell our policies and our policies are backed by state guaranty funds. Since our founding, we have sought to develop strong relationships with our regulators, which we believe help us better navigate and adapt to changing market conditions and maintain our targeted profitability levels.

We employ a vertically integrated operating model whereby we control or manage substantially all aspects of insurance underwriting, actuarial analysis, pricing, distribution, and claims processing and adjudication. While some Florida residential property insurance companies have built their business in large part by assuming policies written by state-owned insurers such as Citizens Property Insurance Corporation of Florida (“Citizens”) and rely on these assumptions to generate new business, we primarily distribute our products through the “Voluntary Market,” meaning we directly underwrite and sell residential property insurance coverage to single family homeowners and condominium owners. We offer our insurance coverages through multiple distribution channels in the Voluntary Market, including independent insurance agents, new construction home builder agents, and national insurance carriers that have restricted their writing of residential homeowners insurance policies in Florida and refer business to us.

In addition to our Voluntary Market business, we also selectively and opportunistically assume polices from Citizens when we believe there is an opportunity to assume policies that fit our underwriting and profitability criteria. From 2014 through 2023, we did not assume polices from Citizens. The Florida legislative reforms in 2022 removed one-way attorneys’ fees, tightened bad faith standards and eliminated excessive AOB, which have led to a decrease in the frequency of non-catastrophe claims in the state. As the legislative reforms impacting the Florida residential property insurance market have taken hold and created what we believe to be a more favorable operating environment for insurance carriers writing in the state, coupled with Citizens raising its rates to be more comparable to the Voluntary Market and our pricing requirements, we have recently capitalized on opportunities to selectively assume policies from Citizens that we believe to be attractive. While we will continue to primarily be a Voluntary Market underwriter and we believe other carriers may choose to re-enter or expand their business in Florida in light of potential attractive take-out opportunities and generally improving market conditions on the back of the legislative reforms in 2022, we believe selectively assuming policies from Citizens in the current market environment can be an attractive opportunity to augment our growth and profitability. As of September 30, 2025, 77.6% of our in-force polices were from the Voluntary Market and 22.4% were assumed from Citizens.

We utilize proprietary technology, our deep knowledge of the Florida residential property insurance market, our specialized underwriting expertise and a sophisticated risk management strategy to differentiate ourselves in the market, profitably underwrite attractive property insurance risks and prudently grow our business. We have thoughtfully constructed our portfolio of insurance policies with (i) geographically diverse property exposures within Florida to manage our exposure to catastrophic hurricane and severe weather events impacting particular locations and (ii) risks for which we believe the pricing and terms adequately reflect the catastrophe and attritional non-catastrophe loss potential and present us with the opportunity to earn an attractive underwriting


		3

profit. As of September 30, 2025, the geographic distribution of our policies in-force, net in-force premium and total insured values in Florida were as follows:

Writings by Florida County


	As of September 30, 2025
($ in millions) County	PIF⁽¹⁾		% of Total FL PIF⁽¹⁾			Net In-Force Premium		% of Total FL Net In-Force Premium			TIV		% of FL TIV
Polk		26,366		7	%	$	46		5	%	$	13,389		6	%
Lee		25,899		7	%	$	68		8	%	$	14,588		7	%
Orange		25,280		7	%	$	56		6	%	$	13,924		7	%
Duval		22,440		6	%	$	37		4	%	$	11,670		6	%
Hillsborough		20,795		5	%	$	49		6	%	$	12,614		6	%
Pasco		19,470		5	%	$	39		4	%	$	12,472		6	%
Osceola		19,428		5	%	$	40		5	%	$	10,090		5	%
Palm Beach		18,673		5	%	$	72		8	%	$	8,104		4	%
Marion		16,497		4	%	$	24		3	%	$	8,244		4	%
Brevard		13,900		4	%	$	34		4	%	$	7,259		4	%
Volusia		13,159		3	%	$	27		3	%	$	6,981		3	%
Other		162,033		42	%	$	390		44	%	$	87,543		42	%

Total		383,940		100	%	$	884		100	%	$	206,878		100	%

(1)	Consists solely of policies in-force in Florida.

Our business is supported by a comprehensive exposure and risk management framework — the cornerstone of which is our robust reinsurance program — that we believe increases the consistency and predictability of our earnings and protects our capital against hurricane and other severe weather-related events. We purchase excess of loss, quota share, per risk and facultative reinsurance from highly rated third-party reinsurers. We have strong relationships with third-party reinsurers, which we believe are a result of our industry experience and reputation for selective and disciplined underwriting. We have historically purchased reinsurance in-line with, and occasionally in excess of, what regulators and rating agencies require and in amounts that we believe are conservative in an effort to minimize the volatility of our earnings and protect our capital.

We closely manage all aspects of our claims adjustment process and strive to adjudicate and settle all non-catastrophe claims with our in-house claims professionals. In the case of catastrophic events, we supplement our internal claims handling resources by contracting with six large national claims adjusting firms to assist our adjusters with the increased volume of claims and ensure timely responses to our policyholders.


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We believe our history of profitability operating in the complex, nuanced and historically volatile Florida property insurance market, as illustrated by our GAAP net income since 2008 as set forth below, is the result of our specialized risk selection, pricing strategies and claims management capabilities:

($ millions)

LOGO

Our Competitive Strengths

We believe that our competitive strengths include:

Florida residential property insurance market expertise

Since our founding in 2006, we have principally focused on serving the Florida residential property insurance market. Florida represented 94.5% of our policies in-force as of September 30, 2025 and 97.1% of our in-force premium as of September 30, 2025. Throughout our 19-year history, we have maintained a consistent market presence with independent agents and policyholders in Florida, prudently adjusting our underwriting criteria (whether that be based on sub-geographies, home age, or types of home construction, among other factors) and pricing to consistently generate attractive underwriting margins and profits across multiple property and casualty insurance (“P&C”) cycles and Florida property insurance cycles. According to the FLOIR, we are the seventh largest writer of residential property insurance in Florida based on policies in-force (fourth excluding Citizens and national carriers) as of September 30, 2025 and wrote the fifth most residential policies in Florida (second excluding Citizens and national carriers) during the nine months ended September 30, 2025. We believe we have developed a deep understanding of the risks inherent with underwriting residential property insurance in Florida, cultivated strong relationships with distribution partners, reinsurance partners and regulators, and accumulated robust, proprietary underwriting, claims and loss data over our 19-year history to inform our risk selection and pricing.

As market conditions evolve, we use our market knowledge and experience to adjust our underwriting appetite to increase exposure to risks and market opportunities we believe are most attractive within the Florida market and reduce exposure where we believe competition is irrational or where we are not receiving appropriate premium for the risk we are assuming. We believe our established, multi-channel distribution relationships in the Florida market are a differentiator in a market where a number of our peers principally, or in some cases almost exclusively, have relied on assuming policies from Citizens to generate new business as opposed to writing business in the Voluntary Market. We believe our distribution relationships position us to maintain and increase


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our market share as the residential property market in Florida continues to grow and as the improved regulatory and litigation environment provides attractive new market opportunities. We also believe our expertise from operating in Florida is transferable to other Southeastern coastal states.

Disciplined, analytical and tech-enabled underwriting

We believe our underwriting processes and systems support a dynamic underwriting model and exposure management framework that have allowed us to produce attractive financial results in the complex Florida residential property insurance market, as evidenced by our long-term track record of profitability and increasing shareholders’ equity through retained earnings.

We utilize proprietary historical and third-party data to underwrite risks to the rate, terms and conditions that we believe are appropriate. Our granular, risk-level data down to the census block (the smallest geographic unit used by the U.S. Census Bureau for tabulation of 100-percent data) allow for fast, accurate rate determinations and real-time quoting, including catastrophe loss estimates, to quote individual premium rates on high value homes. In addition to this granularity, our systems and processes support rapid regulatory approval and internal rate implementation during our quarterly rate adequacy assessments, enabling us to adjust pricing to protect margins. This has been particularly important in recent years in the face of inflation, the litigation crisis in the Florida property insurance market, and increasing property reinsurance costs.

We believe our investment in technology sets us apart from our competitors and positions us to identify emerging loss trends and to quickly and effectively adapt to changing market conditions. As an example, through enhancements to our data warehouse, we captured and were able to analyze data that identified a “roof crisis” in Central Florida in 2018, in which “roofing scams” significantly increased as contractors sought to file fraudulent damage claims in order to receive insurance payouts. We responded quickly to limit our writings and non-renew policies we believed to be at an elevated risk of loss. By shrinking our business in Central Florida from approximately 60,000 policies in-force at December 31, 2019 to approximately 35,000 at December 31, 2022, we were able to minimize the negative impact of these losses.

Our proprietary technology platform integrates policy issuance, document management, ratemaking, underwriting, billing and data collection into a single system. The system is configurable by our internal technology team, which allows for rapid modifications, and seamlessly integrates APIs from third-party data sources, including BuildFax, LexisNexis, Verisk, and Cape Analytics. We believe that our technology footprint, data fidelity and data capture and analysis capabilities are critical to our ability to consistently generate attractive risk-adjusted underwriting margins in the market we serve.

Fully integrated in-house claims management to rapidly identify and respond to emerging trends

We have a robust in-house claims management function that is responsible for all aspects of our claims adjudication process. All non-catastrophe claims in Florida are handled entirely by our in-house claims team. We believe handling claims in-house allows us to better coordinate between claims and underwriting departments, collect more granular claims data, quickly respond to claims, deliver a consistent agent and insured experience, better control loss and loss adjustment expenses (“LAE”), and implement claims strategies and pursue rate, form, and underwriting actions we believe to be appropriate. We believe our data-driven approach to claims has allowed us to profitably navigate historical loss trends unique to the Florida market, such as losses related to sinkholes, AOBs, roof claims and cast-iron pipe claims. In the case of claims outside of Florida or a catastrophic event in Florida, we supplement internal claims resources by contracting with six large national claims adjusting firms to assist our adjusters with the increased volume of claims to ensure timely responses to our policyholders and to manage claim costs. When we contract with claims adjusting firms, our in-house claims department oversees and manages the work performed by these firms to ensure claims are being handled to our standards.


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We believe that our people, systems and organizational structure around our claims management have been a key contributor to our underwriting performance.

Deep relationships with independent insurance agents, national insurance carriers and homebuilder-affiliated insurance agents

We employ a multi-channel distribution strategy in the Voluntary Market to distribute our insurance policies through various channels, including independent insurance agents, national insurance carriers, and homebuilder-affiliated insurance agents. Independent insurance agents represent our largest distribution channel, as measured by gross premiums written production for the nine months ended September 30, 2025. We have methodically developed our independent agent distribution partnerships in an effort to align the interests of our distribution partners with our desire to write profitable business. We appoint only those independent insurance agents that we believe can consistently produce targeted volumes of quality business for us, and we seek to maintain excellent relationships with this group of agents by being a consistent market for Florida homeowners risks that meet our underwriting appetite, presenting clear underwriting criteria and pricing, paying competitive commissions, ensuring rapid speed to quote, offering consistently high-quality service and expertise, and maintaining financial stability. We carefully allocate capacity to our independent agents to ensure they benefit from our franchise value and do not experience a cannibalizing level of competition from other independent agents with an American Integrity appointment. In return, we expect our agents to work with us to develop business plans and incentive programs that align with our underwriting goals. This has allowed us to be a reliable, consistent partner to our agents over time and aligns their incentives with our business objectives. Independent agents have the ability to write business with other insurance carriers, and we compete for their services with other carriers based on a variety of factors including quality of service, responsiveness to policy submissions and claims, tenure and reputation in the market and financial strength, as well as the products, pricing and commissions that we offer. We believe the strength of our independent insurance agent relationships are a differentiating factor in the Florida market, where we believe a number of carriers have relied – in some cases exclusively – on assuming policies from Citizens as their primary source of new business and have made limited investment in independent agent distribution or other distribution channels. We believe our distribution relationships position us for more predictable policy and premium growth, stronger policy retention rates, and superior underwriting results across P&C insurance and Florida property market cycles.

We have developed partnerships with national insurance carriers who restrict their writing of residential homeowners policies in Florida, including Allstate, American Family, Farmers, Liberty Mutual, The Hartford (AARP), Progressive and USAA, to offer residential property insurance to their customers who are also seeking Florida residential property insurance coverage. We recently added partnerships with affiliates of Horace Mann Educators Corporation and South Carolina Farm Bureau Insurance. We handle all underwriting, pricing and claims management of these policies, and all policies are offered on our policy forms and are solely adjudicated by us. We believe these relationships provide attractive new business growth opportunities incremental to our writings through the independent agency channel. The national carriers benefit from our partnership due to their enhanced ability to service their existing policyholders in need of homeowners insurance in Florida, creating strong and strategic alignment.

We also have developed strong relationships with retail insurance agents affiliated with homebuilders to increase our access to the new home construction market, which has seen substantial growth in Florida in recent years. These new homes are required to comply with the latest building codes and standards, allowing us to generally offer more competitive risk-adjusted rates while maintaining our targeted profitability in our book of business. We have completed technology integrations with new construction builder agencies in order to better integrate into their business and serve their needs. We believe this distribution channel will continue to grow as a result of continued strong population growth within Florida, a lack of available existing home supply, and the resulting increase in new home building. Many of our homebuilder partnerships operate in additional Southeastern coastal states, and we will look to leverage these relationships as we selectively expand our geographic footprint.


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Sophisticated risk transfer program with high-quality third-party reinsurers

We purchase third-party reinsurance to help manage our exposure to catastrophic weather events. Our relationships with our reinsurers, all of whom have a financial strength rating of “A-” or better by A.M. Best or for which we hold collateral equal to 100% of the reinsurance limit or recoverable, have been developed over time as a result of our extensive experience and reputation for selective underwriting in the Florida market. Our financial strength, underwriting results and the long-term relationships between our organization and our reinsurance partners have resulted in consistent reinsurance capacity across P&C insurance and Florida property insurance cycles. We regularly assess and adjust our reinsurance structure as we see necessary to optimize the effectiveness of our reinsurance program. We currently utilize quota share, facultative, property per-risk and excess of loss reinsurance to provide significant levels of balance sheet and earnings protection, and to support the size of our in-force premium and insured exposure relative to our capital base.

Strong balance sheet and capital position

Since our inception, we supported the capital needs of our business and grew our shareholders’ equity to $206.7 million at our IPO on May 7, 2025 through consistent profitability and the accumulation of retained earnings. During that period, we achieved this without raising outside equity capital beyond our initial capitalization of an aggregate of $10.3 million in 2006 and 2007, while also paying $75 million in aggregate profit distributions to our equity owners.

As of September 30, 2025, we have grown shareholders’ equity to $315.9 million with a debt to equity ratio on our balance sheet of less than 1%. Debt to equity ratio is calculated as total long-term debt divided by shareholders’ equity.

We have a conservative investment portfolio managed by Goldman Sachs Asset Management, LP that is focused on highly-rated, short-duration investment grade fixed income securities, a strong reinsurance program and conservatively booked reserves.

Our strong capitalization is a critical component to our relationships with our policyholders, distribution partners, and reinsurance partners who value our financial strength and the stability of our balance sheet. We endeavor to maintain and continue to enhance our strong capital position through the accumulation of retained earnings, our utilization of third-party reinsurance, and our conservative investment strategy and reserving strategy.

Experienced, entrepreneurial and financially aligned management team with a track record of success in the Florida homeowners insurance market

We have a deep and experienced management team with expertise spanning underwriting, claims, technology and insurance operations that we believe has been integral to our past performance and will help drive our long-term success. Our management team has remained largely consistent since our founding in 2006, with an average of more than 10 years with the Company, and has deep expertise in the Florida property insurance market. Our team is led by industry veteran Robert Ritchie, who has served as Chief Executive Officer since our founding in 2006, along with our Chairman, David Clark. Jon Ritchie, our President, has been with us since 2009, and Ben Lurie, our Chief Financial Officer, has served in a variety of different roles, including Director, Vice President and Secretary, with us since 2017. Many of our employees and members of our senior management team have worked together to build our Company from a start-up to one of the largest personal residential insurance writers in Florida. Our management team members have a significant equity ownership interest in our business, aligning their financial interests with stockholders. After giving effect to this offering, management will own over 16.1% of the Company’s Common Stock (or 15.7% if the underwriters’ option to purchase additional shares of Common Stock is exercised in full).


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Our Strategies

We believe that we will be able to continue to successfully leverage our strengths to execute the following business strategies:

Capitalize on historic recent regulatory reform in Florida by profitably growing new business

We believe we are well-positioned to take advantage of favorable trends in our existing primary market of Florida to grow the amount of new premiums we write and generate additional revenue. We believe the significant regulatory reform bills passed in December 2022 by the Florida legislature are significantly improving the property insurance underwriting environment in the state, allowing us to pursue additional new business opportunities that in the past did not meet our underwriting and profitability criteria. We have started – and expect to continue – to judiciously broaden our risk appetite as a result of these reforms, including underwriting older properties and middle-aged homes where we believe the pricing and terms adequately reflect the risk we are assuming and broadening our presence in certain counties where we have significantly limited our writings in the past due to the historical litigation environment. For example, we recently began writing policies in the Tri-County region of Florida (Miami-Dade, Broward and Palm Beach counties), which accounts for 28% of Florida’s population according to the U.S. Census Bureau and therefore provides a substantial opportunity to grow our business in Florida. We expect to achieve our growth primarily with our existing distribution partners with whom we have built strong relationships to access business that we believe is desirable and profitable. We expect to continue to deepen our penetration of the Florida market by leveraging and growing these strong distribution relationships and employing sophisticated technology to select and underwrite risks that meet our underwriting and profitability criteria. In addition, as recent regulatory reforms continue to create a pathway to a more stable Florida property insurance market, we are seeing opportunities to grow by assuming policies from Citizens that fit our underwriting and profitability criteria. For example, in 2024, we assumed 68,844 policies from Citizens, 25,895 additional policies during the nine months ended September 30, 2025, and 7,087 policies in a November 2025 take-out. We will continue to be thoughtful and opportunistic in our pursuit of market opportunities and growth in Florida, without compromising on our commitment to, and unwavering focus on, profitability.

Consistently deliver profitability across P&C market cycles

We are a disciplined, underwriting-driven company with an unwavering focus on profitability. Despite many years of costly catastrophe events and periods of elevated attritional losses for the P&C industry as a whole, and particularly the Florida property insurance market where we principally operate, we have produced a positive return on equity in every year since our inception except two: 2018 and 2020. We have always sought to effectively manage the P&C insurance cycle and Florida property cycle since our inception to consistently deliver best-in-class underwriting results and profitability. We utilize the data we collect and analyze from our operations, combined with our view of the current P&C market and residential property insurance cycle dynamics, to adjust rates, forms, and various other underwriting criteria to optimize our new business writings.

We believe we identified and addressed Florida-wide residential insurance litigation trends earlier than many of our competitors, which has contributed to multiple years of strong underwriting outperformance compared to the broader Florida residential property insurance industry. While the industry experienced over $6.9 billion in underwriting losses between 2017 and 2024, and nearly a dozen insurance companies focusing on the Florida residential property market failed during that time period, we were profitable in every year except two, generated cumulative net income of $121.2 million, and maintained a strong, stable balance sheet with no decreases in statutory surplus. We believe these results are a testament to our disciplined approach and primary focus on stability and profitability, with a secondary focus on growth.


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Retain more of the profitable premium we underwrite

In addition to our comprehensive catastrophe reinsurance program, we have historically purchased quota share reinsurance covering all business we write. Under our current Non-Catastrophe Quota Share Reinsurance (“NCQSR”) arrangements, we cede 40% of our gross premiums written, net of premium ceded under our catastrophe excess of loss reinsurance agreements but prior to other reinsurance agreements. Our NCQSR arrangements were established to allow us to increase our gross premiums written at a time when we believed other forms of capital were less attractive. Over time, the benefit we received from the quota share has diminished as reinsurance costs have increased industry-wide, non-catastrophe weather losses we have incurred have declined, magnifying the lost net investment income on premium we cede under the quota share. We plan to reduce our use of quota share reinsurance in the future, likely starting in the first quarter of 2026, and retain more of the premium we currently write on a net basis. Any decision to retain more premium would be based on various factors including P&C market conditions, our capital position, the cost of reinsurance and interest rates, among others. Under our current quota share reinsurance agreement, we are able to reduce the amount of business we cede, or eliminate the quota share entirely, at no cost. We believe retaining additional premium we already underwrite can be an attractive and profitable use of capital given our extensive existing knowledge of this business and its historical underwriting performance.

Continue to purchase conservative third-party catastrophe reinsurance coverage

We intend to continue to purchase an appropriate level of catastrophe reinsurance as we seek to reduce the volatility of our earnings and protect our balance sheet from the impact of potential weather-related catastrophe events. Our current catastrophe reinsurance program is indicative of the type of conservative catastrophe protection that we believe to be appropriate. Using multiple FLOIR-approved models and as a result of management’s internal practices and the requirements of rating agencies, we have historically sought to buy to a 1-in-130 year probable maximum loss (“PML”) level, meaning we buy the amount of reinsurance necessary to protect us in the event of the occurrence of a storm of a severity expected to occur only once in a 130-year period.

Over our 19-year history, we have developed strong relationships with reinsurers rated “A-” or better by A.M. Best. We have been rewarded by our reinsurers for our disciplined underwriting and consistent profitability with consistent capacity, including in reinsurance markets in which it has been challenging for many of our peers to obtain adequate reinsurance coverage. We view our reinsurers as long-term partners and seek to maintain positive relations with them to ensure we have adequate reinsurance capacity in future years. Historically, we have prioritized the consistency and sustainability of our earnings over the long term above maximizing earnings in any particular year when constructing our reinsurance program, and we intend to maintain this strategy going forward.

Continue to invest in and leverage data and technology that we believe enhance our decision making, increase our profitability, and strengthen our competitive advantages

Our integrated technology infrastructure and data capture capabilities allow us to efficiently manage various processes across our platform, improve real-time visibility into market trends, lower costs, and realize operating leverage as we scale. Our platform is purpose-built to cohesively integrate each of our technology solutions with one another, creating a proprietary full-stack insurance platform that allows us to balance and integrate the complete insurance process from underwriting and quoting through claims management and adjudication.

We intend to continue to develop our technology platform and capture additional data that we believe will allow us to continue to identify, price, and write the risks that meet our underwriting and risk management criteria. This entails utilizing real-time proprietary and third-party data integrations in both the ratemaking and front-end underwriting process to make efficient, data-driven underwriting and management decisions. We believe our advanced technology is a differentiator in the markets where we operate and positions us well for profitable growth.


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Deepen distribution relationships to increase Voluntary Market writings

We intend to continue to execute on our multi-channel distribution strategy partnering with independent insurance agents, national insurance carriers and homebuilder-affiliated insurance agents. We have built our business and technology with the critical importance of our distribution partners in mind, and we believe that creating strong alignment with our distribution partners drives better growth, profitability, and a stronger operating model.

As an insurer committed to the independent agency distribution model, we seek to offer meaningful insurance capacity within the confines of our underwriting guidelines to a select group of agents. In each market we serve, we seek to align ourselves with selected agents that provide us a meaningful portion of their overall business. This allows us to manage these distribution relationships based on key corporate priorities and performance indicators, including volume of new business writings, loss ratio, and policy retention. We believe that working with our agency partners to achieve these goals is critical to our growth and continued underwriting success. At the same time, we recognize that it is important to have a balanced source of distribution. We expect to continue to selectively expand our distribution relationships to new independent agents, national insurance carriers and homebuilder-affiliated agents.

We believe our strong distribution relationships in the Voluntary Market have provided us access to superior risks and enable us to produce more sustainable growth across P&C insurance market cycles.

Selectively assume policies from Citizens

Citizens is one of the largest homeowners insurers in the state of Florida as measured by premium in-force and acts as the state-owned insurer of last resort. It is incentivized by the state to transfer policies from its books to the private market in order to reduce systemic risk to the insurance market. See “Business — Citizens Depopulations” for more information. Over the 10 years leading up to 2024, we did not believe that there were opportunities to assume policies from Citizens, also referred to as “depopulations” or “take-outs,” that met our underwriting and profitability criteria. The last take-out we pursued prior to 2024 was in 2014. We believe the combination of Citizens raising its rates, an improved level of underwriting data disclosed by Citizens on its in-force portfolio, and the legislative reforms passed in 2022 and 2023 have significantly changed the Citizens depopulation economics based on our experience and understanding of the Florida market, and created opportunities for us to assume policies that fit our underwriting and profitability criteria. We are selective when we pursue policy assumptions from Citizens, and each policy we consider assuming from Citizens is run through our rigorous underwriting and profitability criteria, including assessing the county and location of the underlying risk, to determine its attractiveness, a process which is similar to our underwriting in the Voluntary Market. While we measure the attractiveness of “take-out” opportunities based on our long-term profitability expectations of the policies we assume, take-outs can generate significant near-term earnings because (i) the cost of policy acquisition is lower than in the Voluntary Market as we do not pay upfront agent commissions on policies assumed from Citizens, as compared to writing business in the Voluntary Market where we also have to pay commissions (generally 12%) to our distribution partners upfront, and (ii) we are not required to purchase reinsurance on the policies we assume until our reinsurance program renews on the subsequent June 1^st. Generally, we are able to price take-out policies above the price we would offer in the Voluntary Market. Because the policies we assume from Citizens go through our underwriting processes, we expect them to have a similar risk-return profile to the policies that we write in the Voluntary Market. We participated in four take-out opportunities in 2024, assuming 68,844 policies and have assumed an additional 25,895 policies during the nine months ended September 30, 2025, that fit our underwriting and profitability criteria, and we believe provide an attractive opportunity in light of recent legislative reforms. As of September 30, 2025, 22.4% of our policies in-force were assumed from Citizens representing 29.2% of our premiums in-force. We will continue to selectively pursue Citizens take-out opportunities if we feel there is an opportunity to assume policies that align with our underwriting and profit criteria based on the


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profile of the underlying risk. While we expect there will be continued opportunities to assume policies from Citizens in the future, we expect that the number of policies we assume will decrease as the number of policies available with Citizens that fit our profitability criteria decreases.

Our History

AIIG was founded in 2006 as an insurance holding company by our Chief Executive Officer, Robert Ritchie, in partnership with our Chairman, David Clark, to capitalize on the Florida homeowners insurance market dislocation following the 2004 and 2005 hurricane seasons.

Sowell & Co. capitalized us with an aggregate of $10.3 million in equity investments in 2006 and 2007, which remains the only equity investment that has been made into the business prior to the IPO in May 2025. Sowell & Co. is a family office founded in 1972 by James E. Sowell to pursue real estate, oil and gas, and private equity investments. The firm invests the capital of its principals and does not have a drawdown fund structure with a finite life, enabling it to have a longer-term investment horizon and aligning its interests with those of management. On May 7, 2025, immediately prior to our IPO, our members’ equity had increased to $206.7 million. Our growth in members’ equity was generated entirely through retained earnings, representing a compound annual growth rate of approximately 16.8% over 19 years. Additionally, since our formation in 2006 through our IPO in May 2025, we paid our members $75 million of aggregate profit distributions, excluding distributions related to flow-through tax liabilities. The compound annual growth rate of our members’ equity inclusive of cumulative profit distributions was 20.2% over the same 19-year period. As of September 30, 2025, we have grown shareholders’ equity to $315.9 million while maintaining a debt to equity ratio on our balance sheet of less than 1%.

LOGO

Pre-IPO.

(1)	Excludes tax distributions made to members.

In March 2007, we commenced operations and were approved to assume up to 165,000 policies from Citizens, of which we assumed a select portion based on a number of criteria including historical performance and our expectations for future profitability, geographic spread of risk and prospects for retention. This initial “depopulation” allowed us to gain scale in the Florida market immediately and in a cost-efficient manner while also providing us time to establish relationships with distribution partners to write in the Voluntary Market. We have participated in additional depopulations from Citizens in each of 2007-2010, 2012-2014, and 2024-2025.

In 2008, we began writing business in the Voluntary Market and have since principally focused our efforts in expanding our volume of policies written through the Voluntary Market. As of September 30, 2025, 77.6% of our policies in-force were originated by us in the Voluntary Market representing 70.8% of our premiums in-force.


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Since our founding in 2006, we have grown profitably to become a leading provider of residential property insurance in the state of Florida. Throughout our history, we have introduced new products or expanded into additional products relevant to our market in response to policyholder demand and based on our existing underwriting expertise, which have strengthened our market presence and relationships with our distribution partners. As an example, in 2010, we began offering insurance for vacant properties in the wake of the global financial crisis, and we were the first admitted carrier in Florida to do so. In 2014, we began to underwrite high-value homeowners and condominium owner’s policies in Florida. In 2018, we began to underwrite coverage for small watercraft in Florida. In October 2025, we launched our commercial residential property program and we expect to begin writing policies in the near term. Our commercial residential property program is designed to deliver comprehensive and reliable protection for Florida’s condominium associations, townhome associations and residential homeowners associations. We may introduce new products and/or expand into additional products in the future.

Corporate Structure

As a holding company, we wholly own six subsidiaries, which include AIIG, AIIC, which is our admitted insurance company, and four subsidiaries that provide various services exclusively to AIIC. We established each of these subsidiaries in conjunction with our formation in 2006. While our statutory capital and all insurance policies reside at AIIC, our core operations relating to risk selection, underwriting, claims, brokerage and reinsurance are performed by our other subsidiaries. This structure provides enhanced profit opportunities and capital flexibility for our holding company, which we believe benefit our stockholders.

Our subsidiaries include the following:

American Integrity Insurance Group, LLC (AIIG) operates as a holding company for our other subsidiaries and was formed in Texas in 2006.

American Integrity Insurance Company (AIIC) is a corporation that operates as a Florida-domiciled admitted insurance company with licenses to write business in Florida, Georgia, North Carolina and South Carolina. AIIC is regulated by the FLOIR. While most of our core operations are performed by our other subsidiaries, our accounting employees are employed by AIIC.

American Integrity MGA, LLC (AIMGA) operates as a Texas domiciled managing general agency to produce, underwrite, negotiate, bind and administer policies on an exclusive basis for AIIC. Most of our employees, including our sales, underwriting, product development and marketing employees, are employed by AIMGA.

American Integrity Claims Services, LLC (AICS) manages all non-catastrophe claims for AIIC and, on an as needed basis, contracts with third-party claims services providers to manage and oversee catastrophe claims. Our claims employees are employed by AICS.

Pinnacle Analytics, LLC (Pinnacle) is responsible for performing ongoing reinsurance related analytical and modeling work for the benefit of AIIC. Using proprietary tools and technology, Pinnacle monitors, updates and assesses data and information that is available to us in connection with recent events (e.g., storms and other related weather events, regulatory changes and impacts, etc.) to analyze their potential impact on AIIC’s results of operations, including its various reinsurance programs.

Pinnacle Insurance Consultants, LLC (PIC) acts as the agent of record of policies that are assumed from Citizens and are not already affiliated with an independent insurance agent.


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Implications of Being an Emerging Growth Company and a Smaller Reporting Company

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as we are an emerging growth company, unlike public companies that are not emerging growth companies under the JOBS Act, we will not be required to:

•

provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

•

provide more than two years of audited financial statements and related management’s discussion and analysis of financial condition and results of operations;

•

comply with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;

•

provide certain disclosures regarding executive compensation required of larger public companies or hold stockholder advisory votes on executive compensation required by the Dodd-Frank Wall Street Reform and Consumer Protection Act; or

•

obtain stockholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for adopting new or revised financial accounting standards. We take advantage of all of the reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act until we are no longer an emerging growth company. Our election to use the phase-in periods permitted by this election may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the longer phase-in periods under Section 107 of the JOBS Act and who will comply with new or revised financial accounting standards. See “Risk Factors — Risks Related to Our Common Stock — The JOBS Act will allow us to postpone the date by which we must comply with certain laws and regulations intended to protect investors and to reduce the amount of information we provide in our reports filed with the SEC. We cannot be certain if this reduced disclosure will make our Common Stock less attractive to investors.” If we were to subsequently elect instead to comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act.

We will cease to be an emerging growth company upon the earliest of: (i) the last day of the fiscal year in which we have $1.235 billion or more in annual revenues; (ii) the date on which we become a “large accelerated filer” (the fiscal year-end on which the total market value of our common equity securities held by non-affiliates is $700 million or more as of June 30); (iii) the date on which we issue more than $1.0 billion of non-convertible debt securities over a three-year period; or (iv) the last day of the fiscal year following the fifth anniversary of our IPO.

We are also a “smaller reporting company” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that (i) our voting and non-voting common stock held by non-affiliates is $250 million or more measured on the last business day of our second fiscal quarter, or (ii) (a) our annual revenues are $100 million or more for the most recently completed fiscal year and (b) our voting and non-voting common stock held by non-affiliates is $700 million or more measured on the last business day of our second fiscal quarter.


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Summary of Risk Factors

Our business is subject to a number of risks and uncertainties that you should understand before making an investment decision. These risks are discussed more fully in the section entitled “Risk Factors,” following this prospectus summary. These include:

•

As a property and casualty insurer, we may face significant losses, and exposure to catastrophic events and severe weather conditions may cause our financial results to significantly vary from period to period.

•

Our loss reserves are estimates and may be inadequate to cover our actual liability for losses, which could adversely affect our business.

•

Because we conduct substantially all of our business in Florida, our financial results depend on the regulatory, legal, economic and weather conditions in Florida.

•

Changing climate conditions may increase the severity and frequency of catastrophic events and severe weather conditions, which may adversely affect our business.

•

Actual claims incurred have exceeded, and in the future may exceed, reserves established for claims, adversely affecting our operating results and financial condition.

•

Lack of effectiveness of exclusions and other loss limitation methods in the insurance policies we assume or write could have a material adverse effect on our financial condition or results of operations.

•

Because we rely on third-party distribution partners, including independent insurance agents, homebuilder-affiliated agents and national insurance carriers who restrict the amount of business they write in Florida, the loss of these relationships and the business they control or our inability to attract distribution partners could have an adverse impact on our business.

•

Although we believe that recent legislative reforms have driven a stabilization of rates, our results may fluctuate based on cyclical changes in the insurance industry.

•

We may pursue opportunities to participate in Citizens take-out programs and directly assume policies issued by Citizens to policyholders who were otherwise unable to obtain private insurance. Take-out opportunities are subject to a number of timing and execution risks, and we may fail to participate in Citizens take-out programs on terms that are ultimately profitable to us, or at all.

•

Reinsurance coverage may not be available to us in the future at commercially reasonable rates, or at all.

•

Reinsurance subjects us to the credit risk of our reinsurers who may suffer a downgrade, and we risk not being able to collect reinsurance amounts in a timely manner, or at all, under our contracts with reinsurers, which could materially harm our business and financial condition.

•

The failure of the risk mitigation strategies we utilize could have a material adverse effect on our financial condition or results of operations.

•

The inherent uncertainty of models and our reliance on such models as a tool to evaluate risk may have an adverse effect on our financial results.

•

Our success depends on our ability to accurately price the risks we underwrite, which is subject to uncertainty.

•

Our information technology systems may fail or be disrupted, which could adversely affect our business.

•

If we are unable to expand our business because our capital must be used to pay greater than anticipated claims, our financial results may suffer, and we may require additional capital in the future, which may not be available or may be available only on unfavorable terms.


		15

•

Unanticipated increases in the severity or frequency of claims could adversely affect our business or financial condition.

•

If actual renewals of our existing policies do not meet expectations, our future premiums and results of operations could be materially adversely affected.

•

The failure of our claims department, or the third-party claims adjusters whom we may engage, to effectively manage or remediate claims could adversely affect our business, financial results or capital requirements.

•

Increased competition and market conditions, including changes in our financial stability and credit ratings, could affect the growth of our business and negatively affect our financial results.

•

We are subject to extensive regulation, and potential further restrictive regulation may increase our operating costs and limit our growth and profitability.

•

The effects of emerging claim and coverage issues in Florida and other states in which we operate on our business are uncertain.

•

Mandatory assessments or competition for government entities may create short-term liabilities or affect our ability to underwrite more policies.

•

We face financial exposure to unpredictable weather patterns and catastrophic storms and resulting regulation from the FLOIR.

•

The Florida Hurricane Catastrophe Fund may not have enough resources to pay us for the coverage we purchased.

•

A regulatory environment that requires approval of rate increases, can mandate rate decreases, and that can dictate underwriting practices and mandate participation in loss sharing arrangements may adversely affect our results of operations and financial condition.

•

We are not contractually obligated to pay regular cash dividends on our Common Stock. As a result, you may not receive any return on investment unless you sell your Common Stock for a price greater than that which you paid for it.

Corporate Information

Our principal executive offices are located at 5426 Bay Center Drive, Suite 600, Tampa, FL 33609, and our telephone number at that address is (813) 880-7000. Our website is available at www.aiicfl.com. We make our periodic reports and other information filed with or furnished to the Securities and Exchange Commission (the “SEC”) available free of charge through our website as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference herein and does not constitute a part of this prospectus.


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The Offering

Issuer

American Integrity Insurance Group, Inc.

Common Stock offered by the Selling Stockholders

3,000,000 shares (or 3,450,000 shares if the underwriters exercise their option to purchase additional shares of Common Stock in full).

Common Stock Outstanding Before and After this Offering

19,576,804 shares.

Voting Rights

Each share of our Common Stock entitles its holder to one vote on all matters to be voted on by stockholders generally. See “Description of Capital Stock.”

Underwriters’ Option to Purchase Additional
Shares

The Selling Stockholders have granted the underwriters an option for a period of 30 days to purchase up to an aggregate of 450,000 additional shares of Common Stock.

Use of Proceeds

We will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders in this offering.

Dividend Policy

We currently intend to retain any future earnings for use in the operation of our business and do not intend to declare or pay any cash dividends in the foreseeable future. The profitability of our business fluctuates each year based on a variety of factors, including the frequency and severity of catastrophe storms in the Southeast United States, and in years where we generate excess profit, we may look to return excess capital to stockholders via dividends or other capital return mechanisms. Any further determination to pay dividends on our capital stock will be at the discretion of our Board of Directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our Board of Directors considers relevant. Our future ability to pay cash dividends on our Common Stock may also be limited by the terms of any future debt securities, preferred stock or credit facility. See “Dividend Policy.”

Listing and Trading Symbol

Our Common Stock is listed on the NYSE under the symbol “AII.”

Risk Factors

You should carefully read and consider the information set forth under the heading “Risk Factors” beginning on page 21 of this prospectus and all other information set forth in this prospectus before deciding to invest in our Common Stock.


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Summary Historical Consolidated Financial and Other Data

The following tables present our summary consolidated financial and other data as of and for the periods indicated.

The summary consolidated statement of operations data for each of the years ended December 31, 2024 and 2023 and the selected consolidated balance sheet data as of December 31, 2024 and 2023 presented below have been derived from the audited consolidated financial statements and notes of AIIG and its subsidiaries, included elsewhere in this prospectus. The summary unaudited consolidated statement of operations data for each of the three and nine months ended September 30, 2025 and 2024 and the selected unaudited consolidated balance sheet data as of September 30, 2025 and 2024 presented below have been derived from the unaudited consolidated financial statements and notes of the Company and its subsidiaries and AIIG and its subsidiaries, as applicable, included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that should be expected in any future period.

The information set forth below is only a summary and should be read together with the consolidated financial statements and the accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the “Use of Proceeds” included elsewhere in this prospectus.


	For the three months ended September 30,						For the nine months ended September 30,						Year ended December 31,
(in thousands)	2025			2024			2025			2024			2024			2023
Revenue:
Gross premiums written	$	239,100		$	160,977		$	738,245		$	530,061		$	767,678		$	640,990
Change in unearned premiums		(17,151	)		4,384			(82,401	)		(47,686	)		(85,462	)		(50,475	)

Gross premiums earned		221,949			165,361			655,844			482,375			682,216			590,515
Ceded premiums earned		(169,950	)		(124,897	)		(472,275	)		(362,109	)		(500,161	)		(410,253	)

Net premiums earned		51,999			40,464			183,569			120,266			182,055			180,262
Policy fees		2,805			1,928			7,976			5,656			7,393			7,055
Net investment income		6,906			3,757			15,788			10,419			14,180			12,653
Net realized losses on investments		41			18			542			103			119			(22	)
Other income		275			376			536			791			607			923

Total revenue		62,026			46,543			208,411			137,235			204,354			200,871

Expenses:
Losses and loss adjustment expenses, net		29,652			25,017			71,702			58,024			90,832			86,749
Policy acquisition expenses		6,254			7,790			15,642			19,695			31,532			35,255
General and administrative expenses		7,347			7,185			35,287			19,224			30,951			34,112

Total expenses		43,253			39,992			122,631			96,943			153,315			156,116

Income before income taxes		18,773			6,551			85,780			40,292			51,039			44,755
Income tax expense		5,610			2,038			7,027			8,948			11,297			6,958

Net income	$	13,163		$	4,513		$	78,753		$	31,344		$	39,742		$	37,797


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	As of September 30,		December 31,
	2025		2024 Actual		2023 Actual
(in thousands)
Consolidated balance sheet date:
Cash and invested assets	$	541,305	$	393,317	$	257,325
Premiums receivable, net		54,172		51,594		36,769
Prepaid reinsurance premiums		444,042		268,254		225,930
Reinsurance recoverable		371,882		462,097		325,290
Other assets		22,279		22,883		16,721

Total assets		1,433,680		1,198,145		862,035

Unpaid losses and loss adjustment expenses		363,445		475,708		279,392
Unearned premiums		504,281		421,881		333,802
Reinsurance payable		177,568		56,348		61,061
Advance premiums		20,812		6,561		10,693
Long-term debt		721		1,029		1,441
Deferred income tax liability		—		1,122		3,233
Other liabilities		50,973		73,104		38,447

Total liabilities		1,117,800		1,035,753		728,069

Total shareholders’ equity		315,880		162,392		133,966


	For the three months ended September 30						For the nine months ended September 30,						Year ended December 31,
(in thousands)	2025			2024			2025			2024			2024			2023
Other Financial and Operating Data:
Loss ratio⁽¹⁾		54.1	%		59.0	%		37.4	%		46.1	%		47.9	%		46.3	%
Expense ratio⁽²⁾		24.8	%		35.3	%		26.6	%		30.9	%		33.0	%		37.0	%
Combined ratio⁽³⁾		78.9	%		94.3	%		64.0	%		77.0	%		80.9	%		83.3	%
Annualized return on equity⁽⁴⁾		17.0	%		11.9	%		43.9	%		29.0	%		26.8	%		32.9	%
Ceded catastrophe excess of loss premiums ratio⁽⁵⁾		48.0	%		46.8	%		43.9	%		46.5	%		44.9	%		41.2	%
Underlying loss and loss adjustment expense ratio⁽⁶⁾		49.9	%		36.4	%		36.8	%		37.1	%		32.6	%		36.1	%

(1)

Loss ratio, expressed as a percentage, is a key business metric and is the ratio of losses and LAE to net premiums earned plus policy fees. Management uses this operating metric to analyze our loss trends and believes it is useful for investors to evaluate this component separately from our other operating expenses.

(2)

Expense ratio, expressed as a percentage, is a key business metric and is the ratio of policy acquisition expenses and general and administrative expenses to net premiums earned plus policy fees. Management uses this metric to analyze our expense trends and believes it is useful for investors to evaluate these components separately from our loss and loss adjustment expenses.

(3)

Combined ratio is a key business metric, defined as the sum of the loss ratio and the expense ratio. Management uses this operating metric to analyze our total expense trends and believes it is a key indicator for investors when evaluating the overall profitability of our business. A combined ratio under 100% generally indicates an underwriting profit. A combined ratio over 100% generally indicates an underwriting loss.

(4)

Annualized return on equity is a key business metric, defined as net income, annualized, divided by the average beginning and ending shareholders’ equity during the applicable period. This metric is annualized for interim periods by multiplying by the applicable ratio in order to present return on equity consistently.


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(5)

Ceded catastrophe excess of loss premiums ratio is a key business metric and a non-GAAP financial measure, expressed as a percentage, defined as ceded catastrophe excess of loss premiums earned divided by gross premiums earned. We view this ratio as meaningful to our business as it provides a view into the cost of our catastrophe reinsurance program. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures” for a reconciliation of ceded catastrophe excess of loss premiums ratio to the ratio of ceded premiums earned to gross premiums earned calculated in accordance with GAAP.

(6)

Underlying loss and loss adjustment expense ratio is a key business metric and a non-GAAP financial measure, expressed as a percentage, defined as the ratio of loss and LAE, net, less current year net catastrophe losses and net prior year reserve development divided by net premiums earned plus policy fees. We view this ratio as meaningful to our business as it allows us to analyze our loss trends before the impact of catastrophe losses and prior year reserve development. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures” for a reconciliation of adjusted net income (loss) to net income in accordance with GAAP.


		20

RISK FACTORS

An investment in our Common Stock involves a variety of risks, some of which are specific to us and some of which are inherent to the industry in which we operate. The following risks and other information in this prospectus, including our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” should be read carefully before investing in our Common Stock. These risks may adversely affect our financial condition, results of operations or liquidity. Many of these risks are out of our direct control, though efforts are made to manage those risks while optimizing financial results. These risks are not the only risks we face. This prospectus is qualified in its entirety by all these risk factors. References in this section to the “Company,” “American Integrity,” “we,” “us,” or “our” refer to American Integrity Insurance Group, Inc. and its subsidiaries.

Risks Related to Our Business

Because of the exposure of our property and casualty business to catastrophic events, our operating results or financial condition have varied, and may in the future vary, significantly from one period to the next, and our historical results of operations may not be indicative of future results of operations. Property damage resulting from catastrophes is the greatest risk of loss we face in the ordinary course of our business. Artificial or natural disasters, including but not limited to hurricanes, convective storms, tornadoes, tropical storms, sinkholes, windstorms, hailstorms and other severe weather events may cause catastrophes. The frequency and severity of property insurance claims typically increase when catastrophic events and severe weather conditions occur. Catastrophes are inherently unpredictable and difficult to project. As a result, we have in the past and may in the future, suffer financial loss due to unpredictable numbers of claims as catastrophes occur.

The loss estimates developed by the models we use are dependent upon assumptions or scenarios incorporated by a third-party developer and by us. When these assumptions or scenarios do not reflect the characteristics of catastrophic events that affect areas covered by our policies or the resulting economic conditions, then we become exposed to losses not covered by our reinsurance program, which could adversely affect our financial condition, business or results of operations. Although we use widely recognized and commercially available models to estimate our exposure to loss from hurricanes and certain other catastrophes, other models exist that might produce a wider or narrower range of loss estimates, or loss estimates from perils considered less significant to our insured risks. These models are constantly changing, and we may utilize different models than we have historically. Despite our catastrophe management programs, we retain material exposure to catastrophic events. Additionally, the models themselves produce a range of results and associated probabilities of occurrence from which we can assess risks of exposure to catastrophic loss. Extreme catastrophe scenarios exist within the modeling results that may also have a material adverse effect on our results of operations during any reporting period due to increases in our losses. Catastrophes may reduce or otherwise impact liquidity, which could have a negative impact on our business. Catastrophes have eroded and in the future may erode our statutory surplus or ability to obtain adequate reinsurance, which could negatively affect our ability to write new or renewal business. Catastrophic claim severity is impacted by the effects of inflation and increases in insured value and factors such as the overall claims, legal and litigation environments in affected areas, in addition to the geographic concentration of insured property.

Our loss reserves are estimates and may be inadequate to cover our actual liability for losses, which could adversely affect our business.

We maintain reserves to cover our estimated ultimate liabilities for losses and LAE, also referred to as loss reserves. Our loss reserves are based primarily on our historical data and statistical projections of what we believe the resolution and administration of claims will cost based on facts and circumstances then known to us.


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Our claims experience and our experience with the risks related to certain claims are inherently limited. We use company historical data to the extent it is available and rely on industry historical data, which may not be indicative of future periods. As a result, our projections and our estimates may be inaccurate, which in turn may cause our actual losses to exceed our loss reserves. If our actual losses exceed our loss reserves, our financial results, our ability to expand our business and our ability to compete in the property and casualty insurance industry may be negatively affected.

Because of the inherent uncertainties in the reserving process, we cannot be certain that our reserves will be adequate to cover our actual losses and LAE. If our reserves for unpaid losses and LAE are less than actual losses and LAE, we will be required to increase our reserves with a corresponding reduction in our net income in the period in which the deficiency is identified. Future losses and LAE that exceed our reserves could substantially harm our results of operations or financial condition.

Because we conduct substantially all of our business in Florida, our financial results depend on the regulatory, legal, economic and weather conditions in Florida.

Though we are licensed to transact insurance business in other states, we write substantially all of our policies in Florida. Because of our concentration in Florida, we are exposed to hurricanes, windstorms and other catastrophes affecting Florida. We have incurred and may in the future incur higher catastrophe losses in Florida or elsewhere than those we experienced in prior years; those estimated by catastrophe models we use; the average expected level used in pricing; and our current reinsurance coverage limits. We are also subject to claims arising from non-catastrophic weather events such as rain, hail and high winds.

Additionally, in Florida, despite the recent decrease in the frequency of claims due in part to recent legislative reforms, the severity of costs associated with both catastrophe claims and non-catastrophe claims has continued to increase. The nature and level of future catastrophes, the incidence and severity of weather conditions in any future period, and the impact of catastrophes on behaviors related to non-catastrophe claims cannot be predicted and could materially and adversely impact our operations.

Therefore, prevailing regulatory, consumer behavior, legal, economic, political, demographic, competitive, weather and other conditions in Florida affect our revenues and profitability. The Florida legislature changes laws related to property insurance frequently and has done so more often in recent years. While some of these law changes have been designed to reduce abuses in the Florida market and reinvigorate admitted market interest in expanding writings, other law changes have imposed new or increased requirements on insurers that might prove to be detrimental to our business. In addition, extended implementation periods, ensuing regulatory rule making timelines and periods of uncertainty as opponents of the changes challenge them in court often follow changes to Florida’s insurance laws. Resulting delays in the effectiveness of new laws, even when intended to be beneficial for the insurance industry, may limit or delay the laws’ impact on our business.

Adverse changes in these conditions in Florida have a more pronounced effect on us than they would on other insurance companies that are more geographically diversified throughout the United States. A single catastrophic event, or a series of such events, specifically affecting Florida, particularly in the more densely populated areas of the state, have had and could have an adverse impact on our business, financial condition or results of operations. This is particularly true in certain Florida counties where we write a large amount of policies such that a catastrophic event or series of catastrophic events in these counties could have a significant impact on our business, financial condition or results of operations. Our concentration in Florida subjects us to increased exposure to certain catastrophic events and destructive weather patterns such as hurricanes, tropical storms and tornadoes and to the ensuing claims-related behaviors that have characterized the Florida market in recent years.

While we operate substantially all of our business in Florida, we have expanded our business into other geographical markets, and there is no guarantee that such expansion will be successful or that the underwriting and profitability criteria we utilize in Florida will successfully translate to other states. In addition, we are and


		22

will continue to be subject to regulatory, legal, economic and weather conditions in the states where we will write policies, which are often different than the conditions we face in Florida. As a result, we may not be able to adjust to changing conditions in other states in which we write policies due to our focus and expertise in Florida, and as a result, our results of operations may be materially affected.

Changing climate conditions may increase the severity and frequency of catastrophic events and severe weather conditions, which may adversely affect our business.

Longer-term weather trends may be changing, and new types of catastrophe losses may be developing due to climate change, a phenomenon that has been associated with greenhouse gases and extreme weather events linked to rising temperatures, including effects on global weather patterns, sea, land and air temperature, sea levels, rain, and snow. To the extent the frequency or severity of weather events is exacerbated due to climate change, we may experience increases in catastrophe losses in both coastal and non-coastal areas. This may increase our claims-related and/or insurance costs or may negatively affect our ability to provide insurance to our policyholders. In addition, increased catastrophic events could result in increased credit exposure to the reinsurers that we work with. Our actual losses from catastrophic events might exceed levels that the third parties’ reinsurance programs protect or might be larger than anticipated if one or more of our reinsurers fail to meet their obligations. Climate change may affect the occurrence of certain natural events, such as increasing the frequency or severity of convection storms, wind, tornado, hailstorm and thunderstorm events due to increased convection in the atmosphere. There could also be more frequent wildfires in certain geographies, more flooding and the potential for increased severity of hurricanes due to higher sea surface temperatures. As a result, incurred losses from such events and the demand, price and availability of reinsurance coverages for homeowners insurance may be affected. This may cause an increase in claims-related and/or reinsurance costs or may negatively affect our ability to provide homeowners insurance to our policyholders in the future.

In addition, we cannot predict how legal, regulatory and societal responses to concerns around climate change may impact our business. The inherent uncertainties associated with studying, understanding and modeling changing climate conditions, available analyses and models in this area typically relate to potential meteorological or sea level impacts and generally are not intended to analyze or predict impacts on insured losses.

Actual claims incurred have exceeded, and in the future may exceed, reserves established for claims, adversely affecting our operating results and financial condition.

We maintain loss reserves to cover our estimated ultimate liability for unpaid losses and LAE for reported and unreported claims as of the end of each accounting period. The reserve for losses and LAE is reported net of receivables for subrogation. Recorded claim reserves in the property and casualty business are based on our best estimates of what the ultimate settlement and administration of claims will cost, both reported and incurred but not reported. These estimates, which generally involve actuarial projections, are based on management’s assessment of known facts and circumstances, including our experience with similar cases, actual claims paid, historical trends involving claim payment patterns, pending levels of unpaid claims and contractual terms. External factors are also considered, which include but are not limited to changes in the law, court decisions, changes to regulatory requirements, economic conditions including inflation as experienced in recent years, and consumer behavior (including as a result of any foreign or domestic tariffs, taxes or levies instituted in connection with ongoing global trade negotiations). Many of these factors are not quantifiable and are subject to change over time. The current Florida homeowners’ insurance market is adversely impacted by changes in claimant behaviors resulting in losses and LAE exceeding historical trends, amounts experienced in other states, and amounts we previously estimated. The increases in losses and LAE are attributable to the active solicitation of claims activity by policyholder representatives, high levels of represented claims compared to historical patterns or patterns seen in other states, and a proliferation of inflated claims filed by policyholder representatives and vendors.


		23

Additionally, there sometimes is a significant reporting lag between the occurrence of an event and the time it is reported to us. The inherent uncertainties of estimating reserves are greater for certain types of liabilities, particularly those in which the various considerations affecting the type of claim are subject to change and in which long periods of time elapse before a definitive determination of liability is made. We continually refine reserve estimates as experience develops and as subsequent claims are reported and settled. Adjustments to reserves are reflected in the financial statement results of the periods in which such estimates are changed. Inflationary pressures, rising energy prices, supply chain issues and other macroeconomic conditions (including as a result of any foreign or domestic tariffs, taxes or levies instituted in connection with ongoing global trade negotiations) have caused increases in the cost of building materials and labor, which in turn have caused the cost to replace damaged or destroyed property to increase. We model expected costs (including expected inflation) associated with any policy we write in order to help determine the amount of premiums needed for the policy to yield our targeted profit. Inflation and other macroeconomic factors have increased our costs more than we anticipated and may continue to do so in the future. Because our policies generally carry a term of one year, replacement costs have, at times in the past, exceeded our estimates (including as a result of inflation), causing our targeted profit to be eroded or eliminated. This has resulted in our paid losses exceeding prior reserve estimates and in increases in our current estimates of unpaid losses and LAE. Because setting reserves is inherently uncertain and claims conditions change over time, the ultimate cost of losses has varied and, in the future, may vary materially from recorded reserves, and such variance may continue to adversely affect our operating results and financial condition. The full extent of the ongoing disruptions and claims behaviors in the markets in which we operate, and the extent to which legislative efforts aimed at mitigating these concerns will be successful, are unknown and still unfolding.

Subrogation is a significant component of our total net reserves for losses and LAE. There has been a significant increase in our efforts to pursue subrogation against third parties responsible for property damage losses to our policyholders. More recently, changes in Florida’s claims environment and legal climate have reduced the effectiveness of our efforts to properly apportion losses through subrogation. Responsible parties are increasingly using delays and defensive tactics to avoid subrogation and increase costs of subrogation, which in turn decreases the effectiveness of subrogation. Our ability to recover recorded amounts remains subject to significant uncertainty, including risks inherent in litigation, collectability of the recorded amounts and potential law changes or judicial decisions that can hinder or reduce the effectiveness of subrogation.

Provisions of our policies, such as limitations or exclusions from coverage, which are designed to limit our risks, may not be enforceable in the manner we intend. In addition, the policies we issue contain conditions requiring the prompt reporting of claims to us and our right to decline coverage in the event of a violation of that condition. While our insurance product exclusions and limitations reduce the loss exposure to us and help eliminate known exposures to certain risks, it is possible that a court or regulatory authority could nullify or void an exclusion or limitation, or legislation could be enacted that modifies or bars the use of such endorsements and limitations in a way that would adversely affect our loss experience, which could have a material adverse effect on our financial condition or results of operations.

Our business depends in part on the marketing efforts of third-party distribution partners, including independent insurance agents, homebuilder-affiliated agents and national insurance carriers who restrict the amount of business they write in Florida and our ability to offer products and services that meet the requirements of our third-party distribution partners and their customers’ requirements. We write insurance policies in the Voluntary


		24

Market through various channels, including through a network of independent agents, which represents our largest distribution channel, as measured by gross premiums written for the nine months ended September 30, 2025. Many of our competitors also distribute through these same partners as these agents have the ability to write or re-write business with other carriers. As a result, we must compete with other insurers for our partners’ business. Our competitors may offer a greater variety of insurance products, lower premiums for insurance coverage or higher commissions to their third-party distribution partners. If our products, pricing and commissions do not remain competitive, we may find it more difficult to attract business from our partners to sell our products. We cannot provide assurance that we will retain our current distribution relationships, or be able to establish new distribution relationships, with independent agents. We also rely on other third parties such as third-party claims adjusters as part of our claims management process and utilize third-party reinsurers to help cover losses. The inability to maintain these relationships with these third-party providers could have a material impact on our business and results of operations.

Although we believe that recent legislative reforms have driven a stabilization of rates, our results may fluctuate based on cyclical changes in the insurance industry.

The insurance industry historically has been cyclical, characterized by periods of intense price competition due to excessive underwriting capacity and periods of shortages of capacity that permitted an increase in pricing and, thus, more favorable underwriting profits. As premium levels increase, there may be new entrants to the market, which could lead to a decrease in policies written by us. Any of these factors could lead to a reduction in revenue in future periods, less favorable policy terms and fewer opportunities to underwrite insurance risks, which could have a material adverse effect on our results of operations and cash flows. In addition to these considerations, changes in the frequency and severity of losses suffered by policyholders and insurers may affect the cycles of the insurance business significantly.

We believe the legislative reforms in 2022 have driven a stabilization of rates within the insurance industry, however, we cannot predict whether market conditions will continue to improve, remain constant or deteriorate, and the characterization of the insurance market as a whole is subject to varying interpretations and opinions that fluctuate regularly. Negative market conditions may impair our ability to write insurance at rates that we consider appropriate relative to the risk assumed. If we cannot write insurance at appropriate rates, our business could be materially and adversely affected.

Citizens acts as Florida’s state-owned insurer of last resort, and is the one of largest homeowners insurers in Florida as measured by premiums in-force. From time to time, Citizens will transfer certain of its existing policies to private companies in order to reduce the State of Florida’s risk exposure. We participated in four take-out opportunities in 2024 assuming 68,844 policies, and have assumed 25,895 policies during the nine months ended September 30, 2025. As of September 30, 2025, 22.4% of our policies in-force were assumed from Citizens representing 29.2% of our premiums in-force. Prior to 2024, we had not pursued a take-out opportunity since 2014 and therefore have less recent experience in executing on these opportunities than certain of our peers. Although each policy we pursue from Citizens is run through our standard underwriting procedures, the amount of data made available to us by Citizens may be less or different from what is available to us in the Voluntary Market. The lack of availability of this information may pose a material risk to our underwriting profitability with respect to any take-outs we pursue.

Additionally, there can be no guarantee that Citizens will timely offer sizeable take-out opportunities to the private insurance market that would meet our underwriting and profitability criteria or continue the depopulation program at all. While Citizens does replenish its policies after conducting take-outs, there is no guarantee that


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such replenishments will meet our underwriting and profitability criteria or provide attractive take-out opportunities for us in the future, and our financial condition may suffer as a result. In addition, there may be a negative perception regarding our depopulations from Citizens or the desirability of the policies we assume, which could adversely affect the price of our Common Stock.

Further, the market for attractive take-out opportunities is highly competitive and is subject to a bidding process. If competing private insurers offer a lower premium than us for the same policy, Citizens is required to allocate that policy to the insurer who offers the lowest premium. In the past, certain of our peers have been able to offer lower premiums than us when pursuing the same take-out opportunities. Other carriers may also choose to re-enter or expand their business in Florida in light of potential attractive take-out opportunities and generally improving market conditions on the back of the legislative reforms in 2022. Additionally, following the term of each policy assumed from Citizens, the policyholder has the opportunity to renew their policy similar to our underwriting process in the Voluntary Market. There is no guarantee that we will be able to renew these assumed policies, and a lack of renewals could harm our financial condition.

Reinsurance coverage may not be available to us in the future at commercially reasonable rates, or at all.

Reinsurance is a method of transferring part of an insurance company’s liability under an insurance policy to another insurance company, or reinsurer. We use reinsurance arrangements to limit and manage the amount of risk we retain, to stabilize our underwriting results and to increase our underwriting capacity. The cost of such reinsurance is subject to prevailing market conditions beyond our control, such as the amount of capital in the reinsurance market and the occurrence of natural and human-made catastrophes. We cannot be assured that reinsurance will remain continuously available to us in sufficient amounts or at prices acceptable to us. As a result, we may determine to increase the amount of risk we retain or look for other alternatives to reinsurance, which could in turn have a material adverse effect on our financial position, results of operations and cash flows.

Reinsurance does not legally discharge us from our primary liability for the full amount of the risk we insure, although it may make the reinsurer liable to us in the event of a claim. In addition, our reinsurers may not pay the claims we incur on a timely basis, or they may not pay some or all of these claims. Our inability to collect a material recovery from a reinsurer or to collect such recovery in a timely fashion could have a material adverse effect on our operating results, financial condition and liquidity.

In addition, we are subject to credit risk with respect to our reinsurers as third-party rating agencies assess and rate the claims-paying ability of reinsurers based upon criteria established by the rating agencies. We address this credit risk by selecting reinsurers that have an A.M. Best Financial Strength Rating of “A-” (Excellent) or better at the time we enter into the agreement or for which we hold collateral equal to 100% of the reinsurance recoverable. Downgrades to the credit ratings of our reinsurance counterparties may result in the reduction of rating agency capital credit provided by those reinsurance contracts, which could limit our ability to write new policies or renew existing policies. If one or more of our reinsurers were to suffer a credit downgrade, our financial condition may suffer, and we may be forced to consider various options to lessen the risk of asset impairment, including commutation, novation and letters of credit. The collectability of reinsurance recoverables is subject to uncertainty arising from many factors, including our reinsurers’ (i) financial capacity, (ii) willingness to make payments under the terms of a reinsurance treaty or contract and (iii) whether insured losses meet the qualifying conditions and are recoverable under our reinsurance contracts for covered events or are excluded.


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The failure of the risk mitigation strategies we utilize could have a material adverse effect on our financial condition or results of operations.

We utilize a number of strategies to mitigate our risk exposure including:

•

employing proper underwriting processes;

•

carefully evaluating the terms and conditions of our policies;

•

selective underwriting with respect to certain geographic areas we consider high-risk due to the potential of catastrophe events or litigation; and

•

ceding insurance risk to reinsurance companies.

However, there are inherent limitations in these strategies. We are unable to assure that an event or series of events will not result in loss levels that could have a material adverse effect on our financial condition or results of operations.

The inherent uncertainty of models and our reliance on such models as a tool to evaluate risk may have an adverse effect on our financial results.

We use models developed by third-party vendors in assessing our exposure to catastrophe losses, and these models assume various conditions and probability scenarios, most of which are not known to us or are not within our control. These models may not accurately predict future losses or accurately measure losses incurred. In addition, these models are constantly changing, and we may utilize different models than we have historically. Competing models may differ in assessing risk and often utilize different underlying assumptions. The accuracy of models in estimating insured losses from prior storms has varied considerably by catastrophe when compared to actual results from those catastrophes. If these models understate the exposures we assume, we may not properly assess the risk and we may make poor decisions relating to pricing, underwriting and selecting the related amount of reinsurance we purchase. This uncertainty may materially impact our financial results.

Our success depends on our ability to accurately price the risks we underwrite, which is subject to uncertainty.

The results of our operations and our financial condition depend on our ability to underwrite and accurately set premium rates for a variety of risks. Rate adequacy is necessary to generate sufficient premiums to pay losses, LAE, underwriting expenses and to earn a profit. To price our products accurately, we must collect and properly analyze a substantial amount of data; develop, test and apply appropriate rating formulas; closely monitor and timely recognize changes in trends; and project both severity and frequency of losses with reasonable accuracy. Our ability to undertake these efforts successfully, and thus, price our products accurately, is subject to several risks and uncertainties, some of which are outside of our control, including:

•

the availability of sufficient reliable data;

•

the uncertainties that inherently characterize estimates and assumptions;

•

our selection and application of appropriate rating and pricing techniques;

•

changes in legal standards, claim settlement practices, and restoration costs; and

•

legislatively imposed consumer initiatives.

In addition, we could underprice risks, which could negatively affect our financial results. We could also overprice risks, which could reduce our retention, sales volume and competitiveness. The foregoing factors could materially and adversely affect our business and results of operations.

Our information technology systems may fail or be disrupted, which could adversely affect our business.

Our insurance business is highly dependent upon the successful and uninterrupted functioning of our computer and data processing systems. We rely on these systems to perform underwriting and other modeling functions


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necessary for writing policies and handling our policy administration process. The failure or disruption of these systems could interrupt our operations and result in a material adverse effect on our business. The increasing prevalence and severity of cyber-related threats and incidents may further increase the risk of disruption of our information technology systems. The increasing prevalence and severity of cyber-related threats and incidents may further increase the risk of disruption of our information technology systems.

The growth of our insurance business is dependent upon the successful development and implementation of advanced computer and data processing systems as well as the development and deployment of new information technologies to streamline our operations, including policy underwriting, production, administration and claim processing. The failure of these systems to function as planned could adversely affect our future business volume or results of operations. Additionally, our computer and data processing systems could become obsolete or could cease to provide a competitive advantage in policy underwriting, production, administration and claim processing, which could negatively affect our results of operations.

Our future growth and future capital requirements will depend on the number of insurance policies we write, the kinds of insurance products we offer and the geographic markets in which we do business versus the business risks we choose to assume. Growth initiatives require capital. Our existing sources of funds include potential sales of Common Stock, incurring debt and our earnings from operations and investments. Unexpected catastrophic events in our coverage areas, such as hurricanes, may result in greater claims losses than anticipated, which could require us to limit or halt our growth while we redeploy our capital to pay these unanticipated claims unless we are able to raise additional capital.

To the extent that our present capital is insufficient to meet future operating requirements or to cover losses, we may need to raise additional funds through financing or curtail our growth. Based on our current operating plan, we believe that our current capital together with our anticipated retained income will support our operations. However, we cannot provide any assurance that our current capital will support our current operating plan or future growth, since many factors will affect the amount and timing of our capital needs, including profitability of our business, the availability and cost of reinsurance, market disruptions and other unforeseeable developments. If we require additional capital, it is possible that equity or debt financing may not be available on acceptable terms or at all. In the case of equity financings, dilution to our stockholders could result, and in any case such securities may have rights, preferences and privileges that are senior to those of existing stockholders. If we cannot obtain adequate capital on favorable terms or at all, our business, financial condition or results of operations could be materially adversely affected.

Unanticipated increases in the severity or frequency of claims could adversely affect our business or financial condition.

Changes in the severity or frequency of claims affect our profitability. Although we aim to provide adequate and appropriate coverage under each of our policies, policyholders could purchase policies that prove to be inadequate or inappropriate. If such policyholders bring a claim or claims alleging that we failed in our responsibilities to provide them with the type or amount of coverage that they sought to purchase, we could be found liable for amounts significantly in excess of the policy limit, resulting in an adverse effect on our business, results of operations or financial condition.

Changes in homeowners’ claim severity can be and have been driven by inflation in the construction industry, in building materials and in home furnishings, as well as by other economic and environmental factors, including increased demand for services and supplies in areas affected by catastrophes, supply chain disruptions, labor shortages, and prevailing attitudes towards insurers and the claims process, including increases in the number of


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litigated claims or claims involving representation as well as continuing efforts by policyholder representatives to seek larger settlements on pre-reform claims in recognition that the elimination of the statutory right to attorneys’ fees and other law changes will apply to future claims. However, changes in the level of the severity of claims are not limited to the effects of inflation and demand surge in these various sectors of the economy or to Florida’s disproportionately high incidence of represented claims. Increases in claim severity can also arise from unexpected events that are inherently difficult to predict. In addition, significant long-term increases in claim frequency also have an adverse effect on our operating results or financial condition. Further, the level of claim frequency we experience varies from period to period, and from region to region. Claim frequency can be influenced by natural conditions such as the number and types of severe weather events affecting areas where we write policies as well as by factors such as the prevalence of solicited and represented claims, including efforts by policyholder representatives to encourage claims activity related to policy periods predating law changes. Although we pursue various loss management initiatives in order to mitigate future increases in claim severity and frequency, there can be no assurances that these initiatives will successfully identify or reduce the effect of future increases in claim severity and frequency.

If actual renewals of our existing policies do not meet expectations, our future premiums and results of operations could be materially adversely affected.

We generally write our insurance policies for a one-year term, and we make assumptions about the renewal of our prior year’s contracts, including for purposes of determining the amount of reinsurance we purchase. If actual renewals do not meet expectations or if we choose not to write on a renewal basis because of pricing conditions, our premiums written in future years and our future operations could be materially adversely affected, and we have in the past and may in the future purchase reinsurance beyond what we believe is the most appropriate level.

We rely on our claims department and outsourced third-party claims adjusters and resources to facilitate and oversee the claims adjustment process for our policyholders. Many factors could affect the ability of our claims department to effectively manage claims by our policyholders, including:

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the accuracy of our adjusters or third-party claims adjusters as they make their assessments and submit their estimates of damages;

•

the training, background and experience of our claims representatives and third-party claims adjusters;

•

the ability of our claims department and third-party claims adjusters to ensure consistent claims handling;

•

the ability of our claims department to translate the information provided by third-party adjusters into acceptable claims resolutions; and

•

the ability of our claims department and third-party adjusters to maintain and update their claims handling procedures and systems as they evolve over time based on claims and geographical trends in claims reporting.

Any failure to effectively manage the claims adjustment process (including failure to manage our third-party adjusters), including failure to pay claims accurately, could lead to litigation, undermine our reputation in the marketplace, impair our corporate image and negatively affect our financial results. Further, the home insurance industry is regularly subject to negative publicity, including as a result of governmental investigations, adverse media coverage and political debate concerning industry regulation. Negative publicity may adversely affect our stock price, damage our reputation, and expose us to unexpected or unwarranted regulatory scrutiny.


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Increased competition and market conditions, including changes in our financial stability and credit ratings, could affect the growth of our business and negatively affect our financial results.

The Florida residential insurance marketplace is currently dominated by single-state or regional insurance companies, with the larger national insurance carriers maintaining a smaller overall market share. Our lines of insurance are written by both these smaller insurers and the large national carriers, in addition to other markets such as Citizens, which are highly competitive. Many of these large national insurance companies have greater name recognition, established insurance agency networks and stronger financial resources to compete should they decide to recommit to Florida and begin writing new policies. Some of the regional or single-state carriers could merge to form a company larger than ours and be in a position to compete against us in a larger fashion by paying higher commissions or other tactics. New insurance companies are being formed in Florida and will bring more competition into the market. In addition, insurance agents are knowledgeable about insurance company strength, and some have a bias towards placing policyholders with better rated companies. We have a financial stability rating of “A” (Exceptional) from Demotech, an independent financial firm specializing in evaluating the financial stability of regional and specialty insurers, and whose rating is accepted by major mortgage companies. Large national carriers may have a rating from a more recognized rating firm named A.M. Best, which we do not have. We could receive a downgrade from Demotech, which could result in the loss of business and an adverse impact on our results and operations. Additionally, a credit rating downgrade could also result in a significant reduction in the number of policies that we may be able to sell to our policyholders who may be sensitive to fluctuations in such ratings.

In addition, industry developments could further increase competition in our industry. These developments could include:

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an influx of new capital in the marketplace as existing companies attempt to expand their businesses and new companies attempt to enter the insurance business as a result of better premium pricing and/or policy terms;

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an increase in programs in which state-sponsored entities provide property insurance in catastrophe-prone areas;

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changes in state regulatory climates; and

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the passage of federal proposals for an optional federal charter that would allow some competing insurers to operate under regulations different or less stringent than those applicable to us.

These developments and others could make the property and casualty insurance marketplace more competitive by increasing the supply of insurance available. If competition limits our ability to write new business at adequate rates, our future results of operations could be adversely affected.

We rely on qualified and highly-skilled personnel, and if we are unable to attract, retain or motivate key personnel, our business may be seriously harmed.

Our performance depends on the talents and efforts of highly-skilled and experienced individuals. Our operations are dependent on the efforts of our senior executive officers. The loss of their leadership, industry knowledge and experience could negatively impact our operations. However, we have management succession plans to lessen any such negative impact. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly skilled and experienced personnel, and if we are unable to hire and train a sufficient number of qualified employees for any reason, we may not be able to maintain or implement our current initiatives or grow, or our business may contract and we may lose market share. Our competitors or other insurance or technology businesses may seek to hire our employees. We cannot assure that we will provide adequate incentives to attract, retain and motivate employees in the future. If we do not succeed in attracting, retaining and motivating highly qualified personnel, our business may be seriously harmed.


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Our business could be materially adversely affected by geopolitical conditions, pandemics and macroeconomic conditions.

Geopolitical conditions such as changes in domestic or foreign policy, wars, conflicts, including those in Ukraine and in the Middle East, and other global events have and may bring increased uncertainty. In addition, rising inflation, changes in global trade policies and tariffs, high interest rates, supply chain issues, labor shortages, volatility in capital markets and other economic risk have and may continue to increase economic uncertainty. Inflation and interest rates directly impact the buying and selling of residences, which impacts our insurance policies as well as the rates we may offer on our insurance policies. Any one or combination of these conditions may materially impact our business, results of operations or financial condition.

Pandemics and other outbreaks of disease have had and can have significant and wide-spread impacts. As seen with the COVID-19 pandemic, outbreaks of disease can cause governments, public institutions and other organizations to impose or recommend, and businesses and individuals to implement, restrictions on various activities or take other actions to combat the disease’s spread, such as warnings, restrictions and bans on travel, transportation or in-person gatherings; and local or regional closures or lockdowns. Outbreaks of disease, and actions taken in response to the outbreak, could materially negatively impact our workforce, business, operations and financial results, both directly and indirectly.

If we fail to comply with our obligations under license or technology agreements with third parties, or if we cannot license rights to use technology or data on reasonable terms, we could be required to pay damages, lose license rights that are critical to our business or be unable to commercialize new products and services in the future.

We license certain intellectual property, technology and data from third parties that are important to our business and, in the future, we may enter into additional agreements that provide us with licenses to valuable intellectual property, technology or data. If we fail to comply with any of our obligations under our license or technology agreements with third parties, we may be required to pay damages and the licensor may have the right to terminate the license. Termination by the licensor (or other applicable counterparty) may cause us to lose valuable rights, and could disrupt our operations and harm our reputation. Our business may suffer if any current or future licenses or other grants of rights to us terminate, if the licensors (or other applicable counterparties) fail to abide by the terms of the license or other applicable agreement, if the licensors fail to enforce the licensed intellectual property against infringing third parties or if the licensed intellectual property rights are found to be invalid or unenforceable.

In the future, we may identify additional third-party intellectual property, technology and data that we need, including to develop and offer new products and services. However, such licenses may not be available on acceptable terms or at all. Further, third parties from whom we currently license intellectual property, technology and data could refuse to renew our agreements upon their expiration or could impose additional terms and fees that we otherwise would not deem acceptable requiring us to obtain the intellectual property or technology from another third party, if any is available, or to pay increased licensing fees or be subject to additional restrictions on our use of such third-party intellectual property or technology. Defense of any lawsuit or failure to obtain any of these licenses on favorable terms could prevent us from commercializing products or services, which could have a material adverse effect on our competitive position, business, financial condition and results of operations.

Cybersecurity attacks or other breaches of our systems could have an adverse impact on our business and reputation.

Our business and operations rely on the secure and efficient processing, storage and transmission of customer and Company data, including policyholders’ nonpublic personal information, financial information and proprietary business information, on our computer systems and networks. Unauthorized access to personally identifiable information, even if not financial information, could damage all affected parties. Breaches can


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involve attacks intended to obtain unauthorized access to nonpublic personal information, destroy data, disrupt or degrade service, sabotage systems or cause other damage, including through the introduction of computer viruses or malware, cyberattacks and other means. Breaches can also involve human error, such as employees falling victim to phishing schemes or computer coding errors that may leave data exposed.

Our computer systems may be vulnerable to unauthorized access and hackers, computer viruses and other scenarios in which our data may be exposed or compromised. Cyberattacks can originate from a variety of sources, including third parties who are affiliated with foreign governments or employees acting negligently or in a manner adverse to our interests. Third parties may seek to gain access to our systems either directly or using equipment or security passwords belonging to employees, policyholders, third-party service providers or other users of our systems. Our systems also may inadvertently expose, through a computer programming error or otherwise, confidential information as well as that of our policyholders and third parties with whom we interact. In addition, any significant data security breach of our independent agents or third-party vendors could harm our business and reputation.

Our computer systems have been, and likely will continue to be, subject to cyber hacking activities, computer viruses, other malicious codes or other computer-related penetrations. This is especially the case with employees who work remotely. We commit significant resources to administrative and technical controls to prevent cyber incidents and protect our information technology, but our preventative actions to reduce the risk of cyber threats may be insufficient to prevent physical and electronic break-ins and other cyberattacks or security breaches, including those due to human vulnerabilities. Any such event could damage our computers or systems; compromise our confidential information as well as that of our policyholders and third parties with whom we interact; significantly impede or interrupt business operations, including denial of service on our website; and could result in violations of applicable privacy and other laws, financial loss to us or to our policyholders, loss of confidence in our security measures, customer dissatisfaction, significant litigation exposure and reputational harm, all of which could have a material adverse effect on us. We expend significant additional resources to modify our protective measures and to investigate and remediate vulnerabilities, exposures, or information security events. Due to the complexity and interconnectedness of our systems, the process of enhancing our protective measures can itself create a risk of systems disruptions and security issues.

The increase in the use of cloud technologies and in consumer preference for online transactions can heighten cybersecurity and other operational risks. Certain aspects of the security of such technologies are unpredictable or beyond our control, and this lack of transparency may inhibit our ability to discover a failure by cloud service providers to safeguard their systems and prevent cyberattacks that could disrupt our operations and result in misappropriation, corruption or loss of confidential and other information. In addition, there is a risk that encryption and other protective measures, despite their sophistication, may be defeated, particularly to the extent that new computing technologies vastly increase the speed and computing power available.

Although we have no plans to do so, we are not restricted from incurring indebtedness and may do so in the future.

Subject to market conditions and availability, we are not restricted from incurring indebtedness and may do so in the future. We are permitted to enter into credit facilities (including term loans and revolving facilities) and to conduct public and private debt issuances. The amount of debt we may incur may vary depending on our available investment opportunities, our available capital and our ability to obtain and access financing arrangements with lenders. Our governing documents contain no limit on the amount of debt we may incur, and we may do so at any time without approval of our stockholders.

Incurring debt could subject us to many risks that, if realized, would materially and adversely affect us, including the risk that:

•

our cash flow from operations may be insufficient to make required payments of principal of and interest on the debt, or we may fail to comply with covenants contained in our debt instruments;


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•

debt may increase our vulnerability to adverse economic, market and industry conditions with no assurance that our investment yields will increase to match our higher financing costs;

•

we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for operations, future business opportunities, distributions to our stockholders or other purposes; and

•

we may not be able to refinance maturing debts.

We have identified material weaknesses in our internal control over financial reporting. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results, and we may face litigation as a result.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detected and corrected, on a timely basis. In connection with the preparation of the Company’s condensed consolidated financial statements as of and for the year ended December 31, 2024, management and our independent auditors identified material weaknesses in our internal control over financial reporting. The material weakness related to the following:

•

Control Documentation – Management identified a material weakness in the Company’s overall control environment due to the aggregate effect of multiple deficiencies in internal controls, which affected the control activities component of the Company’s internal control framework, including with respect to controls that address claims payments in the Company’s policy administrative system, reconciliation of claim payments used by the Company’s actuaries to estimate reserves, reconciliation of premium receivable balances and reserve for credit losses, reconciliation of investments held by consolidated variable interest entities, and the reconciliation of ceding commission. The Company did not maintain sufficiently detailed and precise documentation in support of the design and operation of controls, which is pervasive throughout the Company’s internal control environment.

Effective internal controls are necessary to provide reliable financial reports and prevent fraud. Material weaknesses could limit the ability to prevent or detect a misstatement of accounts or disclosures that could result in a material misstatement of annual or interim financial statements.

The Company’s management continues to evaluate steps to remediate the material weaknesses. We continue to make progress on our plan to remediate the material weaknesses identified. Remediation efforts include the following:

•

hired additional experienced accounting, financial reporting and internal control personnel and changing roles and responsibilities of our personnel since we have recently transitioned to being a public company and are required to comply with Section 404 of the Sarbanes Oxley Act.

•

conducting Company-wide internal control training to deepen our employees’ understanding of their role in relation to our overall control environment and establish clear expectations for control documentation.

•

engaged external service providers to assist management as we enhance written policies and procedures to establish specific actions expected of control owners, such that sufficient documentation is maintained to demonstrate control activities are performed consistently throughout the organization and with an appropriate level of precision to meet objectives and mitigate risks to acceptable levels. The Company has implemented several new controls and enhancements to existing controls and control documentation during the third quarter of 2025 with additional enhancements to be implemented through the remainder of the year.


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•

reviewed and enhanced the design of controls to evaluate accounting policies and established processes and controls to review management’s estimate of credit losses due to the cancellation of insurance policies.

The Company is actively monitoring the implementation of the remediation plan and anticipates resolution by the end of fiscal year 2025.

We cannot assure you that these measures will remediate the material weaknesses described above. The implementation of these remediation measures is in the early stages and will require validation and testing of the design and operating effectiveness of our internal controls over a sustained period of financial reporting cycles and, as a result, the timing of when we will be able to remediate the material weaknesses is uncertain and we may not remediate these material weaknesses in the near term. If the steps we take do not remediate the material weaknesses in a timely manner, there could be a reasonable possibility that these control deficiencies or others may result in a material misstatement of our annual or interim financial statements that would not be prevented or detected on a timely basis. This, in turn, could jeopardize our ability to comply with our reporting obligations, limit our ability to access the capital markets and adversely impact our stock price.

Changes in accounting practices and future pronouncements may materially affect our reported financial results.

Developments in accounting practices may require us to incur considerable additional expenses to comply, particularly if we are required to prepare information relating to prior periods for comparative purposes or to apply the new requirements retroactively. The impact of changes in current accounting practices and future pronouncements cannot be predicted but may affect the calculation of net income, shareholders’ equity and other relevant financial statement line items.

AIIC is required to comply with statutory accounting principles, or SAP. SAP and various components of SAP are subject to constant review by the National Association of Insurance Commissioners (“NAIC”) and its task forces and committees, as well as state insurance departments, in an effort to address emerging issues and otherwise improve financial reporting. Various proposals are pending before committees and task forces of the NAIC, some of which, if enacted and adopted on a state level, could have negative effects on insurance industry participants. The NAIC continuously examines existing laws and regulations. We cannot predict whether or in what form such reforms will be enacted and, if so, whether the enacted reforms will positively or negatively affect us.

Risks Related to Our Regulatory Environment

We are subject to extensive regulation, and potential further restrictive regulation may increase our operating costs and limit our growth and profitability.

Laws and regulations applicable to the insurance industry are complicated and subject to change. Compliance with these laws and regulations may increase the costs of running our business or slow our ability to respond effectively and quickly to operational opportunities. Insurance regulators change, are appointed by elected officials who are subject to re-election and changes in political headwinds and preferences, and the FLOIR could change its interpretation of one or more existing regulations to the detriment of the Company and its business. In addition, state legislatures enact new statutes, and can change existing statutes, which could have a material impact on our costs, operations and profitability. In addition, the Company is admitted in states outside of Florida, and legislatures or insurance regulators in those states might have differing interpretations or take positions that conflict with Florida regulators, which could impact our growth, expansion and profitability. The federal government may also seek to further regulate the insurance industry or establish federal charters. As a highly regulated entity, insurance regulators have the final say on major issues affecting our business including:

•

what rates we may charge;


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•

what our policy forms must cover or exclude;

•

claims practices and business operations;

•

how much reinsurance we must purchase;

•

participation in guaranty funds;

•

various financial tests including ratios of how much premium we may write in relation to our net worth;

•

risk-based capital (“RBC”) measurements;

•

restrictions on insurance company dividends;

•

restrictive accounting requirements;

•

regular financial and market conduct examinations;

•

restrictions on investments; and

•

and many other requirements.

The FLOIR and regulators in other jurisdictions where we may become licensed and offer insurance products conduct periodic examinations of the affairs of insurance companies and require the filing of annual and other reports relating to financial condition, holding company issues and other matters. These regulatory requirements may adversely affect or inhibit our ability to achieve some or all of our business objectives. These regulatory authorities also conduct periodic examinations into insurers’ business practices. These reviews may reveal deficiencies in our insurance operations or non-compliance with regulatory requirements.

In certain states including Florida, insurance companies are subject to assessments levied by the states where they conduct their business. While we can recover these assessments from Florida policyholders through policy surcharges, our payment of the assessments and our recoveries may not offset each other in the same reporting period in our condensed consolidated financial statements and may cause a material, adverse effect on our cash flows and results of operations in a particular reporting period.

In addition, regulatory authorities have relatively broad discretion to deny or revoke licenses for various reasons, including the violation of regulations. In some instances, we follow practices based on our interpretations of regulations or practices that we believe may be generally followed by the industry. These practices may turn out to be different from the interpretations of regulatory authorities. If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, insurance regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our activities or otherwise penalize us. This could adversely affect our ability to operate our business.

Finally, changes in the level of regulation of the insurance industry or changes in laws or regulations themselves or interpretations by regulatory authorities could adversely affect our ability to operate our business, reduce our profitability and limit our growth.

The regulators powers include suspending our ability to write new business, suspending or revoking our licenses, forcing us to change our business plans and strategies, and financial fines and penalties. This substantial regulation could adversely affect our ability to execute portions of our business plans, or, if we were to have our ability to issue new policies restricted or our license revoked, have a material adverse effect on our results of operations, financial results, or ability to continue in the business.

The effects of emerging claim and coverage issues in Florida and other states in which we operate on our business are uncertain.

Despite declining loss frequencies, the severity of losses in the property and casualty insurance industry and multi-peril personal lines business has increased in recent years, often driven by financial and social inflation.


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Increased litigation in Florida regarding AOB and roof claims is an example of these trends. For example, in recent years, Florida homeowners have been assigning the benefit of their insurance recovery to third parties, which has resulted in increases in the size and number of claims and the amount of litigation, interference in the adjustment of claims, the assertion of bad faith actions and one-way rights to claim attorneys’ fees. One-way fee shifting allows policyholders to recover attorneys’ fees from their insurer when the policyholder prevails in a coverage action. The Florida legislature enacted several reform bills in recent years with the intention to limit AOB and frivolous litigation. Recently, Florida has repealed its one-way fee shifting statute and altered bad faith actions such that mere negligence alone is insufficient to constitute bad faith, and imposed a good faith requirement on policyholders. While the frequency of non-catastrophe claims has recently decreased due in part to these reforms, the severity of such claims has continued to increase. However, there can be no assurance that this new legislation will reduce the future impact of AOB or litigated claims practices nor is there any assurance that future changes to these or other standards or statutes may occur. In addition, there can be no assurance that the Florida legislature will not reverse these reforms or that future legislation will not mitigate or eliminate the effects of these reforms altogether or impose new burdens on us.

As we continue to expand into new states, including South Carolina and Georgia, we are and will continue to be subject to legislation, statutes and standards in jurisdictions that may differ materially from those in Florida. Our expansion into new states could expose us varying regulatory environments, which could have an adverse effect on our results of operations, financial results, or ability to continue our business in new states.

In addition, many legal actions and proceedings have been brought on behalf of classes of complainants, which can increase the size of judgments. The propensity of policyholders and third-party claimants to litigate and the willingness of courts to expand causes of loss and the size of awards may render the loss reserves of AIIC inadequate for current and future losses. In addition, as industry practices and social and other environmental conditions change, unexpected and unintended issues related to claims and coverage may emerge. These issues may adversely affect our business by either extending coverage beyond our underwriting intent or by increasing the number or size of claims. In some instances, these changes may not become apparent until sometime after we have issued insurance policies that are affected by the changes. As a result, the full extent of liability under our insurance policies may not be known at the time such policies are issued or renewed, and our financial position or results of operations may be adversely affected.

Mandatory assessments or competition for government entities may create short-term liabilities or affect our ability to underwrite more policies.

All states have guaranty funds that can assess us to pay the claims of insolvent insurers. Florida, where a substantial portion of our business resides, also has a Florida Hurricane Catastrophe Fund (“FHCF”), which can assess us if it needs funds to provide reinsurance-like coverage to us and all residential insurers, and additionally, we can also be assessed to pay for shortfalls at Citizens, which provides insurance to residential consumers unable to procure insurance from the private market. While we can recoup or pass through these assessments to our policyholders, in many cases we may not be able to recoup them within the same annual accounting period creating a short-term drain on our resources. In addition, Citizens is structured to be an insurer of last resort, but based on varying involvement by the Florida legislature, the Governor of Florida and others, at times can instead compete against us and offer lower rates, causing us to lose market share or not underwrite as many new policies as we desire.

We face financial exposure to unpredictable weather patterns and catastrophic storms and resulting regulation from the FLOIR.

We write insurance policies covering homeowners, renters, condominium owners, and mobile home policyholders that cover property losses including those caused by hurricanes and other catastrophes. We manage our risk through strict underwriting, spreading our risk across our service area, and through the purchase of reinsurance. A substantial portion of our business is located in Florida, which is particularly susceptible to


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hurricanes. The FLOIR requires that we manage risk through reinsurance by purchasing up to or exceeding a 1-in-130 year storm, including coverage for multiple hurricane events in one season. Notwithstanding these requirements and our efforts to plan for and manage risk, a particularly strong storm, or a series of multiple storms in one hurricane season could exceed our reinsurance protection and may have a material adverse impact on our results of operations and financial condition.

The Florida Hurricane Catastrophe Fund may not have enough resources to pay us for the coverage we purchased.

The state-run FHCF charges all insurers premiums for coverage to assume part of the risk of their hurricane related losses. In addition, the FHCF may issue pre- and post-event bonds to raise capital to meet its commitment to us and other insurers. In the event of a significantly large storm, or multiple storms, the FHCF may not have the resources to pay us all of the coverage we purchased from them, including that the capital markets may not be able to support a large bond issuance by the FHCF. Further, Florida law allows the FHCF to not pay the remaining amount they owe insurers if they do not have enough resources to cover such claims.

From time to time, political events and positions affect the insurance market, including efforts to suppress rates to a level that may not allow us to reach targeted levels of profitability. For example, if our loss ratio compares favorably to that of the industry, state regulatory authorities may impose rate rollbacks, require us to pay premium refunds to policyholders, or challenge or otherwise delay our efforts to raise rates even if the homeowners industry generally is not experiencing regulatory challenges to rate increases.

In addition, certain states have enacted laws that require an insurer conducting business in that state to participate in assigned risk plans, reinsurance facilities and joint underwriting associations. Certain states also require insurers to offer coverage to all consumers, often restricting an insurer’s ability to charge the price it might otherwise charge. In these markets, we may be compelled to underwrite significant amounts of business at lower-than-desired rates, possibly leading to an unacceptable return on equity. Our results of operations and financial condition could be adversely affected by any of these factors.

State insurance regulators impose additional reporting requirements regarding enterprise risk on insurance holding company systems, with which we must comply as an insurance holding company.

In the past decade, various state insurance regulators have increased their focus on risks within an insurer’s holding company system that may pose enterprise risk to the insurer. In 2012, the NAIC adopted significant amendments to the Insurance Holding Company Act and related regulations (the “NAIC Amendments”). The NAIC Amendments are designed to respond to perceived gaps in the regulation of insurance holding company systems in the United States. One of the major changes is a requirement that an insurance holding company system’s ultimate controlling person submit annually to its lead state insurance regulator an “enterprise risk report” that identifies activities, circumstances or events involving one or more affiliates of an insurer that, if not remedied properly, are likely to have a material adverse effect upon the financial condition or liquidity of the insurer or its insurance holding company system as a whole. Other changes include the requirement that a controlling person submit prior notice to its domiciliary insurance regulator of a divestiture of control, detailed minimum requirements for cost sharing and management agreements between an insurer and its affiliates and expanding of the agreements between an insurer and its affiliates to be filed with its domiciliary insurance regulator, including states (if any) in which the insurer is commercially domiciled. The NAIC Amendments must be adopted by the individual state legislatures and insurance regulators in order to be effective, and many states have already done so.


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In 2012, the NAIC also adopted the Risk Management and Own Risk and Solvency Assessment Model Act (the “ORSA Model Act”). The ORSA Model Act, as adopted by the various states, requires an insurance holding company system’s Chief Risk Officer to submit annually to its lead state insurance regulator an Own-risk and Solvency Assessment Summary Report (“ORSA”). The ORSA is an internal assessment, tailored to the nature, scale, and complexity of an insurer or insurance group, conducted by that insurer or insurance group, of the material and relevant risks associated with the business plan of an insurer or insurance group and the sufficiency of capital resources to support those risks. Insurers that exceed $500 million in gross premiums written may be subjected to additional reporting and compliance requirements and costs.

There is also risk that insurance holding company systems may become subject to group capital requirements at the holding company level. In December 2020, the NAIC adopted additional amendments to the Insurance Holding Company System Regulatory Act and the Insurance Holding Company System Model Regulation to provide a framework intended to complement the current holding company analytics framework by providing additional information to the lead state regulator for use in assessing group risks and capital adequacy. The amendments to the ORSA Model Act and Insurance Holding Company System Model Regulation adopt a group capital calculation and liquidity stress test. We cannot predict whether or when these amendments may be adopted by Florida or the impact, if any, that the new regulatory requirements may have on our business, financial condition or results of operation.

In addition, the NAIC promulgated a Model Audit Rule, which places additional compliance duties and costs on insurers that exceed $500 million in direct premiums written. This rule includes the establishment of additional internal controls, disclosing un-remediated material weaknesses and analysis of any limitations of internal control. As the Company grows and exceeds these premium thresholds, additional costs and duties under these statutes and rules must be implemented, which can materially affect our results of operations.

Regulations limiting rate changes and requiring us to participate in loss sharing or assessments may decrease our profitability.

From time to time, public policy preferences and perceptions affect the insurance market, including insurers’ efforts to effectively maintain rates that allow us to reach targeted levels of rate adequacy and profitability. Despite efforts to address rate needs and other operational issues analytically, facts and history demonstrate that public policymakers, when faced with unexpected events and adverse public sentiment, have acted and may in the future act in ways that impede our ability to maintain a satisfactory correlation between rates and risk. This has included, and in the future may include, policymakers’ failures to take steps to address the causes of adverse market conditions. Such acts or failures to act may affect our ability to obtain approval for or implement rate changes that we believe are necessary to attain rate adequacy along with targeted levels of profitability and returns on equity. Additionally, because AIIC often must obtain regulatory approval prior to changing rates, delays in the filing, review or implementation of rate changes can adversely affect our ability to attain rate adequacy. This is especially the case in hard markets such as the current Florida market, where many insurers are submitting filings for significant rate increases and thereby affecting the FLOIR’s workload and its ability to timely review filings.

Our ability to afford reinsurance required to reduce our catastrophe risk also depends in part on our ability to adjust rates for our costs.

Additionally, we are required to participate in guaranty funds for insolvent insurance companies and other statutory insurance entities. The guaranty funds and other statutory entities periodically levy assessments against all applicable insurance companies doing business in the state, and the amounts and timing of those assessments are unpredictable. Although we seek to recoup these assessments from our policyholders, we might not be able to fully do so and at any point in time or for any period, our operating results and financial condition could be adversely affected by any of these factors.


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The amount of statutory capital and surplus that AIIC has and the amount of statutory capital and surplus it must hold vary and are sensitive to a number of factors outside of our control, including market conditions and the regulatory environment and rules.

AIIC is subject to RBC standards and other minimum capital and surplus requirements imposed under applicable state laws. The RBC standards, based upon the Risk-Based Capital Model Act adopted by the NAIC, require us to report our results of RBC calculations to the FLOIR and the NAIC. These RBC standards provide for different levels of regulatory attention depending upon the ratio of an insurance company’s total adjusted capital, as calculated in accordance with NAIC guidelines, to its authorized control level RBC. Authorized control level RBC is determined using the NAIC’s RBC formula, which measures the minimum amount of capital that an insurance company needs to support its overall business operations.

An insurance company with total adjusted capital that (i) is at less than 200% of its authorized control level RBC, or (ii) falls below 300% of its RBC requirement and also fails a trend test, is deemed to be at a “company action level,” which would require the insurance company to file a plan that, among other things, contains proposals of corrective actions the company intends to take that are reasonably expected to result in the elimination of the company action level event. Additional action level events occur when the insurer’s total adjusted capital falls below 150%, 100%, and 70% of its authorized control level RBC. The lower the percentage, the more severe the regulatory response, including, in the event of a mandatory control level event (total adjusted capital falls below 70% of the insurer’s authorized control level RBC), placing the insurance company into receivership.

In addition, AIIC is required to maintain certain minimum capital and surplus and to limit premiums written to specified multiples of capital and surplus. AIIC could exceed these ratios if its volume increases faster than anticipated or if its surplus declines due to catastrophe or non-catastrophe losses or excessive underwriting and operational expenses.

Any failure by AIIC to meet the applicable RBC or minimum statutory capital requirements imposed by the laws of Florida (or other states where we currently or may eventually conduct business) could subject AIIC to further examination or corrective action imposed by state regulators, including limitations on our writing of additional business, state supervision or receivership, which could have a material adverse impact on our reputation and financial condition. Any such failure also could adversely affect our financial strength and stability ratings.

Any changes in existing RBC requirements, minimum statutory capital requirements, or applicable writings ratios may require us to increase our statutory capital levels, which we may be unable to do, or require us to reduce the amount of premiums we write, which could adversely affect our business and our operating results.

We incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could adversely affect our operating results.

As a public company, we incur significant legal, accounting and other expenses that we did not previously incur as a private company, including costs associated with public company reporting and corporate governance requirements. For example, we are subject to the reporting requirements of the Exchange Act and are required to comply with the applicable requirements of the Sarbanes-Oxley Act, as well as rules and regulations implemented by the SEC and the NYSE, including the establishment and maintenance of effective disclosure controls and procedures and internal control over financial reporting and changes in corporate governance practices, subject to any applicable phase-in periods or other exemptions.

We expect that continuing to comply with these rules and regulations will substantially increase our legal and financial compliance costs and make some activities more time-consuming and costly. In addition, our management team will have to continue to adapt to the requirements of being a public company. In particular, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act, which will increase to the extent we are no longer an


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emerging growth company, as defined by the JOBS Act, and are not a smaller reporting company. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs, which could adversely affect our operating results.

We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. In addition, these rules and regulations have and will continue to increase our legal and financial compliance costs and will make some activities more time-consuming and costly. These additional obligations could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We have and will continue to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of our management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and there could be a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

The increased costs associated with operating as a public company may decrease our net income or result in a net loss and may require us to reduce costs in other areas of our business or increase the prices of our solution. Additionally, if these requirements divert management’s attention from other business concerns, they could have an adverse effect on our business, operating results or financial condition.

Risks Related to Our Investments

We are subject to market risk, which may adversely affect investment income.

Our primary market risk exposures are changes in interest rates, which impact our investment income and returns. Fluctuations in interest rates could expose us to increased financial risk. Since September 2024, the U.S. Federal Reserve has reduced the target range for the federal funds rate by an aggregate of 125 basis points. Declines in market interest rates can have an adverse effect on our investment income to the extent that we invest cash in new interest-bearing investments that yield less than our portfolio’s average rate of return or purchase longer-term or riskier assets in order to obtain adequate investment yields resulting in a duration gap when compared to the duration of liabilities. Conversely, increases in market interest rates also have in the past and can have an adverse effect on the value of our investment portfolio by decreasing the fair values of the available-for-sale debt securities that comprise a large portion of our investment. In addition, inflation, such as what we are seeing in the current economic environment, has adversely impacted our business and financial results and could in the future.

Our overall financial performance depends in part on the returns on our investment portfolio.

The performance of our investment portfolio is independent of the revenue and income generated from our insurance operations, and there is typically no direct correlation between the financial results of these two activities. Thus, to the extent that our investment portfolio does not perform well due to the factors discussed above or otherwise, our results of operations may be materially adversely affected even if our insurance


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operations perform favorably. Further, because the returns on our investment portfolio are subject to market volatility, our overall results of operations could likewise be volatile from period to period even if we do not experience significant financial variances in our insurance operations.

We have assets held at a financial institution that may exceed the insurance coverage offered by the Federal Deposit Insurance Corporation (“FDIC”), the loss of which could negatively impact our financial condition.

As a part of our cash management strategy, we maintain deposits in a United States financial institution in an amount intended to satisfy our immediate liquidity needs. Any amounts in excess of $100,000 are swept on a daily basis into a money market fund custodied outside of the financial institution and invested in short-term obligations issued or guaranteed by the United States government. Although balances we hold at the financial institution fluctuate daily based on a variety of factors, any exposure over the FDIC limit of $250,000 is limited to short intraday windows. However, in the event of a failure of the financial institution, there is a chance we may be unable to access such funds and may incur a loss to the extent such balance exceeds the FDIC insurance limit during the day prior to a sweep, which could have a negative impact on our liquidity and financial condition.

Risks Related to Our Common Stock

The trading price of our Common Stock could be volatile, which could cause the value of your investment to decline.

Our IPO occurred in May 2025. Therefore, there has only recently been a public market for our Common Stock. Although we list our Common Stock on the NYSE, an active trading market for our Common Stock may not further develop or be sustained. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to further develop and continue would likely have a material adverse effect on the value of our Common Stock. An inactive market may also impair our ability to raise capital to continue to fund operations by issuing additional shares of our Common Stock or other equity or equity-linked securities and may impair our ability to make acquisitions using any such securities as consideration. The trading price of our Common Stock may fluctuate substantially in response to numerous factors, many of which are beyond our control. These fluctuations could cause you to lose all or part of your investment in our Common Stock. Factors that could cause fluctuations in the trading price of our Common Stock include the following:

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results of operations that vary from the expectations of securities analysts and investors;

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results of operations that vary from those of our competitors;

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changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

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changes in economic conditions for companies in our industry;

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changes in market valuations of, or earnings and other announcements by, companies in our industry;

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declines in the market prices of stocks generally, particularly those of insurance companies;

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strategic actions by us or our competitors;

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changes in general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the insurance environment;

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changes in business or regulatory conditions;

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future sales of our Common Stock or other securities;

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investor perceptions of the investment opportunity associated with our Common Stock relative to other investment alternatives;


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the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

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announcements relating to litigation or governmental investigations;

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guidance, if any, that we provide to the public, any changes in this guidance, or our failure to meet this guidance;

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the development and sustainability of an active trading market for our stock;

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changes in accounting principles; and

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other events or factors, including those resulting from system failures and disruptions, natural or man-made disasters, extreme weather events, war, acts of terrorism, an outbreak of highly infectious or contagious diseases or responses to these events.

Furthermore, the stock market may experience extreme volatility that, in some cases, may be unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our Common Stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our Common Stock is low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of management from our business regardless of the outcome of such litigation.

We are obligated to develop and maintain proper and effective internal control over financial reporting in order to comply with Section 404 of the Sarbanes-Oxley Act. We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in us and, as a result, the value of our Common Stock.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. We are in the early stages of the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404 of the Sarbanes-Oxley Act. We may not be able to complete our evaluation, testing and any required remediation in the time required. If we are unable to assert that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our Common Stock to decline, and we may be subject to investigation or sanctions by the SEC.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of the end of the fiscal year that coincides with the filing of our second annual report on Form 10-K. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. We are also currently required to disclose changes made in our internal control and procedures on a quarterly basis. However, our independent registered public accounting firm is not required to report on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

Additionally, the existence of the material weakness in our internal control over financial reporting that we identified, or any additional material weakness or a significant deficiency, requires management to devote


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significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies, and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner. The existence of the material weakness in our internal control over financial reporting that we identified or any additional material weakness in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect our business and stock price. To comply with the requirements of being a public company, we are undertaking various costly and time-consuming actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff, which may adversely affect our business, financial condition, results of operations, cash flows and prospects.

The JOBS Act allows us to postpone the date by which we must comply with certain laws and regulations intended to protect investors and to reduce the amount of information we provide in our reports filed with the SEC. We cannot be certain if this reduced disclosure will make our Common Stock less attractive to investors.

The JOBS Act is intended to reduce the regulatory burden on “emerging growth companies.” As defined in the JOBS Act, a public company whose initial public offering of common equity securities occurs after December 8, 2011, and whose annual net sales are less than $1.235 billion will, in general, qualify as an “emerging growth company” until the earliest of:

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the last day of its fiscal year following the fifth anniversary of the date of its initial public offering of common equity securities;

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the last day of its fiscal year in which it has annual gross revenue of $1.235 billion or more;

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the date on which it has, during the previous three-year period, issued more than $1 billion in nonconvertible debt; and

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the date on which it is deemed to be a “large accelerated filer,” which will occur at such time as we (i) have an aggregate worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of its most recently completed second fiscal quarter, (ii) have been required to file annual and quarterly reports under the Exchange Act, for a period of at least 12 months, and (iii) have filed at least one annual report pursuant to the Exchange Act.

We are an emerging growth company and may remain an “emerging growth company” until as late as the fifth anniversary of our IPO. For so long as we are an “emerging growth company,” we will, among other things:

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not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act;

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not be required to hold a nonbinding advisory stockholder vote on executive compensation pursuant to Section 14A(a) of the Exchange Act;

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not be required to seek stockholder approval of any golden parachute payments not previously approved pursuant to Section 14A(b) of the Exchange Act;

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be exempt from the requirement of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor’s report on the condensed consolidated financial statements; and

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be subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting


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standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

We cannot predict if investors will find our Common Stock less attractive as a result of our decision to take advantage of some or all of the reduced disclosure requirements above. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile.

We are not contractually obligated to pay regular cash dividends on our Common Stock. Any decision to declare and pay dividends in the future will be made at the discretion of our Board of Directors and will depend on, among other things, general and economic conditions, our results of operations and financial condition, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, and such other factors that our Board of Directors may deem relevant.

In addition, our ability to pay dividends is, and may be, limited by covenants of any future outstanding indebtedness we or our subsidiaries incur. Therefore, any return on investment in our Common Stock may be solely dependent upon the appreciation of the price of our Common Stock on the open market, which may not occur. See “Dividend Policy.”

Certain provisions of Delaware law and anti-takeover provisions in our organizational documents could delay or prevent a change of control.

Certain provisions of Delaware law, our amended and restated certificate of incorporation (the “Charter”) and amended and restated bylaws (the “Bylaws”) may have an anti-takeover effect and may delay, defer, or prevent a merger, acquisition, tender offer, takeover attempt, or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders. These provisions provide for, among other things:

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a classified Board of Directors (until the declassification of our Board of Directors is completed by the annual meeting of stockholders to be held in 2031 (the “Sunset Date”));

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the ability of our Board of Directors to issue one or more series of preferred stock without stockholder approval;

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our stockholders may not take action by consent without a meeting and may only take action at a meeting of stockholders;

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vacancies on our Board of Directors are able to be filled only by our Board of Directors and not by stockholders;

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advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders;

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stockholders are unable to call a special meeting of stockholders;

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no cumulative voting in the election of directors;

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until the full declassification of our Board of Directors by the Sunset Date, directors may be removed only for cause and only upon the affirmative vote of holders of at least a majority of the voting power of our outstanding shares of capital stock entitled to vote thereon; and

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that certain provisions of the Charter may be amended only by the affirmative vote of holder of at least 66 2/3% of the voting power of our then-outstanding capital stock entitled to vote thereon.


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These anti-takeover provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares.

In addition, we have opted out of Section 203 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), but our Charter provides that engaging in any of a broad range of business combinations with any “interested” stockholder (generally defined as any stockholder with 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such stockholder) for a period of three years following the time on which the stockholder became an “interested” stockholder is prohibited (except with respect to Sowell & Co. and any of its respective affiliates and any of their respective direct or indirect transferees of our Common Stock). See “Description of Capital Stock.”

Our Charter designates the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders and the federal district courts of the United States as the exclusive forum for litigation arising under the Securities Act, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us.

Pursuant to our Charter, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware) is, to the fullest extent permitted by law, the sole and exclusive forum for (i) a derivative action, suit or proceeding brought on behalf of our Company, (ii) an action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee or stockholder of the Company to the Company or to the Company’s stockholders, (iii) an action, suit or proceeding arising pursuant to any provision of the DGCL or our Charter or our Bylaws or as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware, or (iv) an action, suit or proceeding asserting a claim against our Company governed by the internal affairs doctrine. This provision does not apply to any action or proceeding asserting a claim under the Securities Act or the Exchange Act for which the federal courts have exclusive jurisdiction or any other claim for which the federal courts have exclusive jurisdiction. Furthermore, our Charter provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States are the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, Exchange Act or any other claim for which federal courts of the United States have exclusive jurisdiction, against us or any director, officer, employee or agent of ours. However, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce a duty or liability created by the Securities Act or the rules and regulations thereunder; accordingly, we cannot be certain that a court would enforce such provision. Our Charter provides that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the provisions of our Charter described above; however, investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. The forum selection provisions in our Charter may have the effect of discouraging lawsuits against us or our directors and officers and may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us. If the enforceability of our forum selection provision were to be challenged, we may incur additional costs associated with resolving such a challenge. While we currently have no basis to expect any such challenge would be successful, if a court were to find our forum selection provision to be inapplicable or unenforceable, we may incur additional costs associated with having to litigate in other jurisdictions, which could have an adverse effect on our business, financial condition and results of operations and result in a diversion of the time and resources of our employees, management and Board of Directors.


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A significant portion of our total outstanding shares of Common Stock are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our Common Stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of Common Stock intend to sell shares, could reduce the market price of our Common Stock. As of November 17, 2025, we had 19,576,804 shares of Common Stock outstanding. This includes the 3,000,000 shares of our Common Stock that the Selling Stockholders are selling in this offering (or 3,450,000 shares of Common Stock if the underwriters exercise their over-allotment option in full), which may be resold in the public market immediately. Approximately 3,329,161 shares of our Common Stock (or 3,253,583 shares of Common Stock if the underwriters exercise their over-allotment option in full) are currently subject to a 90-day lock-up period provided under lock-up agreements executed in connection with this offering. All of these shares of Common Stock will, however, be able to be resold after the expiration of the lock-up period, as well as pursuant to customary exceptions thereto or upon the waiver of the lock-up agreement by the representatives of the underwriters for this offering. We have also registered shares of Common Stock that we may issue under our long-term incentive plan. These shares can be freely sold in the public market upon issuance, subject to any lock-up agreements. As restrictions on resale end, the market price of our Common Stock could decline if the holders of currently restricted shares of Common Stock sell them or are perceived by the market as intending to sell them.

If securities or industry analysts do not publish research or reports about our business, if they publish unfavorable research or reports, or adversely change their recommendations regarding our Common Stock or if our results of operations do not meet their expectations, our stock price and trading volume could decline.

The trading market for our Common Stock is influenced by the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. As a newly public company, we may be slow to attract research coverage. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavorable research, issue an adverse opinion regarding our stock price or if our results of operations do not meet their expectations, our stock price could decline. Moreover, if one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Common Stock, which could depress the price of our Common Stock.

Our Charter authorizes us to issue one or more series of preferred stock. Our Board of Directors has the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our Common Stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our Common Stock at a premium to the market price, and materially adversely affect the market price and the voting and other rights of the holders of our Common Stock.


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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” as defined in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical facts contained in this prospectus may be forward-looking statements. Forward-looking statements contained in this prospectus include, but are not limited to, statements regarding: our outlook; our business strategy; writing new business and retaining existing policies; new insurance products; availability of reinsurance coverage; expectations on future growth; future Citizens take-out opportunities; anticipated future operating results and operating expenses, cash flows, capital resources and liquidity; reserves for losses and loss adjustment expenses; competition; future regulatory, judicial and legislative changes; forecasts of future revenues and appropriately planning our expenses; geographic expansion; reduction of our quota share; and our plans regarding our capital expenditures and investment portfolio. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “contemplates,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “targets,” “will,” “would” or the negative of these terms or other similar expressions.

Forward-looking statements are neither historical facts nor assurances of future performance, and are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

•

the potential that we may face significant losses due to being a property and casualty insurer and our exposure to catastrophic events and severe weather conditions, which can be unpredictable;

•

our loss reserves are estimates and may be inadequate to cover our actual liability for losses, and actual claims incurred have exceeded, and in the future may exceed, reserves established for claims;

•

the dependence of our financial results on the regulatory, legal, economic and weather conditions in Florida due to the fact that we conduct substantially all of our business in Florida;

•

changing climate conditions may increase the severity and frequency of catastrophic events and severe weather conditions;

•

the severity and frequency of catastrophe events of which are unpredictable;

•

dependence upon the effectiveness of exclusions and other loss limitation methods in the insurance policies we assume or write;

•

reliance upon third-party distribution partners, including independent insurance agents, homebuilder-affiliated agents and national insurance carriers;

•

our ability to pursue Citizens take-out opportunities;

•

cyclical changes in the insurance industry;

•

our ability to obtain reinsurance coverage at commercially reasonable rates, or at all;

•

credit risk of our reinsurers who may suffer a downgrade;

•

the inherent uncertainty of models and our reliance on such models as a tool to evaluate risk, and the dependence of our results upon our ability to accurately price the risks we underwrite;

•

the possibility that our information technology systems may fail or be disrupted;

•

our ability to expand our business and the possible need to acquire additional capital in the future to fund such expansion;


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•

the ability of our claims department, or the third-party claims adjusters whom we may engage, to effectively manage or remediate claims as well as unanticipated increases in the severity or frequency of claims;

•

the possibility that actual renewals of our existing policies will not meet expectations;

•

increased competition and market conditions, including changes in our financial stability and credit ratings;

•

the extensive regulatory environment in which we operate that requires approval of rate increases, can mandate rate decreases, and that can dictate underwriting practices and mandate participation in loss sharing arrangements, and other potential further restrictive regulation we may face;

•

mandatory assessments or competition for government entities may create short-term liabilities or affect our ability to underwrite more policies; and

•

other risks identified in “Risk Factors.”

New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.


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DIVIDEND POLICY

To the extent we rely on dividends from AIIC to pay dividends to our stockholders, the maximum amount of dividends that can be paid by Florida insurance companies without prior approval of the FLOIR is subject to restrictions. Dividends from AIIC can only be paid from accumulated unassigned funds derived from net operating profits and net realized capital gains. Subject to such accumulated unassigned funds, the maximum dividend that may be paid by AIIC to the Company without prior approval is further limited to the lesser of statutory net income from operations of the preceding calendar year or statutory unassigned surplus as of the preceding year end. As of the date hereof, AIIC has not declared dividends.


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USE OF PROCEEDS

We will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders in this offering.


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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides a detailed analysis of our financial condition, results of operations, liquidity, and capital resources. Investors should read this section alongside our condensed consolidated financial statements and related notes included in this prospectus. This analysis includes forward-looking statements, which are subject to various risks and uncertainties. Actual results may differ from projections due to factors beyond our control, as detailed under “Risk Factors.” References to the “Company,” “American Integrity,” “we,” “us” or “our” refer to American Integrity Insurance Group, Inc. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

Overview

We are a profitable and growing insurance group headquartered in Tampa, Florida. Through our insurance carrier subsidiary, American Integrity Insurance Company (“AIIC”), we provide personal residential property insurance for single-family homeowners and condominium owners, as well as coverage for vacant dwellings and investment properties, predominantly in Florida. Florida represented 94.5% of our policies in-force as of September 30, 2025 and 97.1% of our in-force premium as of September 30, 2025. As of September 30, 2025, more than 70% of our in-force premium is in the insurance market in which we underwrite and sell policies to policyholders where we may freely choose or reject without the assistance of residual market mechanisms (the “Voluntary Market”). Moreover, 2.9% of our in-force premium was in Georgia and South Carolina, where we have strategically expanded to support and enhance our relationships with our builder agency network.

We strive to generate consistent adjusted underwriting profits, exclusive of investment income or gains and losses from the sale of invested assets. Our goal is to achieve long-term profitability across economic and insurance cycles by maintaining a conservative financial position, increasing premiums written and risk exposure when we believe market conditions are favorable, and reducing risk exposure during periods when we believe market conditions are unfavorable and earning profits is more challenging. AIIC, our statutory insurance carrier, maintains a Financial Stability Rating of “A” (Exceptional) by Demotech, and a financial strength rating of “BBB+” with a stable outlook from the Kroll Bond Rating Agency, LLC. Additionally, the Company maintains a BB+ rating, with stable outlook, from the Kroll Bond Rating Agency, LLC.

We generate revenue primarily from insurance premiums earned, net of reinsurance ceded. We also generate revenue from policy fees, installment income fees, income generated through the investment of our assets, and realized gains or losses on the sale of our invested assets. Our financial results are highly seasonal due to the occurrence of hurricanes and tropical storms typically between June 1st and November 30th of each year in Florida and the other states in which we operate. Our reinsurance purchasing, including our catastrophe excess of loss reinsurance coverages, which commence on June 1st annually, also materially influences our financial results and are impacted by changes in reinsurance rates or alterations in terms and conditions, including in attachment or loss retention levels.

Key Factors Affecting Our Results of Operations and Comparability Between Periods

Florida Trends. Prior to the legislative reforms passed in December 2022, the legal and regulatory environment in Florida posed significant challenges for property and casualty insurers, particularly due to excessive litigation and aggressive claims practices relating to issues such as assignment of benefits abuse, extended statute of limitations, and attorney fee multipliers led to disproportionately high litigation rates in Florida relative to other geographies. These factors increased claims costs and reinsurance expenses, impacting the profitability of insurers operating in Florida. Recent legislative changes, however, have improved operating conditions in the


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Florida insurance market, including a reduction in claims litigation activity since the reforms were enacted in December 2022. We believe these legislative reforms provide greater opportunities for us to profitably underwrite residential property insurance in Florida.

Citizens “Take-out” Program. In late 2024, we strategically expanded our policy base, assuming 68,844 policies, representing $112.4 million in assumed unearned premiums from Citizens Property Insurance Corporation (“Citizens”). In the first quarter of 2025 we assumed 16,632 policies from Citizens, representing $31.2 million in assumed unearned premiums. In the second quarter of 2025, we assumed 7,372 policies from Citizens, representing $17.8 million in assumed unearned premiums. In the third quarter of 2025, we assumed 1,891 policies from Citizens, representing $3.4 million in assumed unearned premiums. These policies we assume carry no upfront acquisition costs and are covered by our current treaty year reinsurance program.

Over the past decade, market conditions did not support take-outs from Citizens that aligned with our underwriting and profitability standards. Prior to 2024, our last assumption of policies from Citizens was in 2014. However, we believe recent regulatory changes, improvements in the data that is made available on Citizens policies and rate increases implemented by Citizens making pricing more comparable to what we charge in the Voluntary Market have made the opportunity to assume policies from Citizens more attractive.

Take-out opportunities, however, are subject to a number of market, timing and execution risks, and future take-out opportunities may or may not materialize.

Changing Climate Conditions. Over the past two decades, the increasing frequency and severity of severe weather events have highlighted the unpredictable nature of climate trends. Climate change has the potential to influence the occurrence and intensity of natural disasters, including convective storms, hurricanes, tornadoes, hailstorms, severe winter storms, and flooding, among others. This unpredictability creates challenges in assessing future risks and exposures.

We continuously monitor climate data and collaborate with climate change and catastrophe modeling experts to refine our risk assessment models, enhancing our preparedness for evolving climate-related challenges.

Seasonality of our Business. Our business is seasonal as hurricanes and other named storms typically occur in the geographies where we operate between June 1st and November 30th of each year. This may result in significant variability in our losses and loss adjustment expenses (“LAE”) depending on the number, location and strength of hurricanes and other named storms during these months as compared to other months. In addition, because our catastrophe reinsurance program renews on June 1st each year, the ceded premiums written recorded in the second quarter are typically substantially higher than any other quarter during a fiscal year. In some instances, this will cause our reported net premiums written to be negative (or substantially lower than other quarters) in the second quarter of each year.

Inflation. We may be adversely affected during periods of high inflation, primarily because of increased labor and material costs, which could cause claims and claim expenses to increase. This has been evident since the COVID-19 pandemic in early 2020. In addition, periods of high inflation can lead to periods of high interest rates, which may impact the performance of our investment portfolio. The impact of inflation on our results cannot be known with any certainty; however, we revise our reserves for unpaid losses as additional information becomes available, and reflect adjustments to our reserves, if any, in our earnings in the periods in which we determine the adjustments are necessary. We monitor inflation trends and factor them into the pricing of our new business and renewal policies.

Cost and Availability of Reinsurance. We purchase excess of loss and quota share reinsurance as part of our capital management strategy and in an effort to reduce volatility of earnings and protect our balance sheet from the impact of potential catastrophe events. Our ability to implement an effective reinsurance strategy is dependent, in part, on the cost and availability of reinsurance coverage. In recent years, reinsurance rates have


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significantly increased and terms and conditions have tightened (including reductions on what we are able to charge for claims administration), particularly for catastrophe exposed property lines of business. This can be attributed to a variety of factors, including high inflation and a rising interest rate environment, social inflation, the frequency and severity of natural catastrophes including large hurricanes in Florida such as Hurricane Ian and Milton, and reinsurance capacity constraints. We ceded 72.0% and 75.1% of our gross premiums earned in the nine months ended September 30, 2025 and September 30, 2024, respectively.

Initial Public Offering and Corporate Contribution

On May 9, 2025, we completed our initial public offering (the “IPO”) of an aggregate of 6,875,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price to the public of $16.00 per share, 6,250,000 of which shares were sold by the Company and 625,000 of which shares were sold by certain selling stockholders. The gross proceeds to us from the IPO were $100 million, and gross proceeds to the selling stockholders from the IPO were $10 million, before deducting underwriting discounts and commissions and estimated offering expenses. On May 13, 2025, the underwriters completed the exercise of their option to purchase an additional 1,031,250 additional shares of Common Stock from the selling stockholders resulting in an additional $16.5 million in gross proceeds to the selling stockholders, before deducting underwriting discounts and commissions. We did not receive any gross proceeds from the sales of shares of Common Stock by the selling stockholders. In connection with our IPO, we effected a net issuance of 417,470 shares of restricted stock to certain of our employees and consultants (the “Restricted Stock Grant”) after giving effect to the withholding of approximately 234,587 shares of Common Stock to satisfy the estimated tax withholding and remittance obligations (the “Restricted Stock Grant Net Settlement”). We incurred a one-time share-based compensation expense of $10.4 million in connection with the Restricted Stock Grant and paid $3.8 million in connection with the Restricted Stock Grant Net Settlement. The compensation expense for these awards was recognized in the second quarter of 2025. Immediately prior to the IPO, the owners of the equity interests of American Integrity Insurance Group, LLC (“AIIG”) contributed all of their equity interests to the Company in exchange for an aggregate of 12,904,495 shares of Common Stock.


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Results of Operations

The following table summarizes our results of operations for the three and nine months ended September 30, 2025 and 2024 and years ended December 31, 2024 and December 31, 2023.


	Three months ended September 30,						Nine months ended September 30,						Year ended December 31,
($ in thousands)	2025			2024			2025			2024			2024			2023
Gross premiums written	$	239,100		$	160,977		$	738,245		$	530,061		$	767,678		$	640,990
Change in gross unearned premiums		(17,151	)		4,384			(82,401	)		(47,686	)		(85,462	)		(50,475	)

Gross premiums earned		221,949			165,361			655,844			482,375			682,216			590,515
Ceded premiums earned		(169,950	)		(124,897	)		(472,275	)		(362,109	)		(500,161	)		(410,253	)

Net premiums earned		51,999			40,464			183,569			120,266			182,055			180,262
Policy fees		2,805			1,928			7,976			5,656			7,393			7,055
Net investment income		6,906			3,757			15,788			10,419			14,180			12,653
Net realized gains (losses) on investments		41			18			542			103			119			(22	)
Other income		275			376			536			791			607			923

Total Revenues		62,026			46,543			208,411			137,235			204,354			200,871

Losses and loss adjustment expenses		29,652			25,017			71,702			58,024			(90,832	)		(86,749	)
Policy acquisition expenses		6,254			7,790			15,642			19,695			(31,532	)		(35,255	)
General and administrative expenses		7,347			7,185			35,287			19,224			(30,951	)		(34,112	)

Total Expenses		43,253			39,992			122,631			96,943			153,315			156,116

Income before taxes		18,773			6,551			85,780			40,292			51,039			44,755
Income tax expense		5,610			2,038			7,027			8,948			11,297			6,958

Net Income	$	13,163		$	4,513		$	78,753		$	31,344		$	39,742		$	37,797
Loss ratio⁽¹⁾		54.1	%		59.0	%		37.4	%		46.1	%		47.9	%		46.3	%
Expense ratio⁽²⁾		24.8	%		35.3	%		26.6	%		30.9	%		33.0	%		37.0	%
Combined ratio⁽³⁾		78.9	%		94.3	%		64.0	%		77.0	%		80.9	%		83.3	%
Annualized return on equity⁽⁴⁾		17.0	%		11.9	%		43.9	%		29.0	%		26.8	%		32.9	%
Ceded catastrophe excess of loss premiums ratio⁽⁵⁾		48.0	%		46.8	%		43.9	%		46.5	%		44.9	%		41.2	%
Underlying loss and loss adjustment expense ratio⁽⁶⁾		49.9	%		36.4	%		36.8	%		37.1	%		32.6	%		36.1	%

(1)	Loss ratio is a key business metric and is the ratio of losses and LAE to net premiums earned plus policy fees. Management uses this operating metric to analyze our loss trends and believes it is useful for investors to evaluate this component separately from our other operating expenses.

(2)

Expense ratio is a key business metric and is the ratio of policy acquisition expenses and general and administrative expenses to net premiums earned plus policy fees. Management uses this metric to analyze our expense trends and believes it is useful for investors to evaluate these components separately from our loss and loss adjustment expenses.

(3)	Combined ratio is a key business metric, defined as the sum of the loss ratio and the expense ratio. Management uses this operating metric to analyze our total expense trends and believes it is a key indicator for investors when evaluating the overall profitability of our business.

(4)


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(5)

Ceded catastrophe excess of loss premiums ratio is a key business metric and a non-GAAP measure defined as ceded catastrophe excess of loss premiums earned divided by gross premiums earned. We view this ratio as meaningful to our business as it provides a view into the cost of our catastrophe reinsurance program. The most directly comparable GAAP financial measure is the ratio of ceded premiums earned to gross premiums earned. The ceded catastrophe excess of loss premiums ratio measure should not be considered a substitute for ceded premiums earned and does not reflect the overall profitability of our business.

(6)

Underlying loss and loss adjustment expense ratio is a key business metric and a non-GAAP measure defined as the ratio of loss and LAE, net, less current year net catastrophe losses and net prior year reserve development divided by net premiums earned plus policy fees. We view this ratio as meaningful to our business as it allows us to analyze our loss trends before the impact of catastrophe losses and prior year reserve development. The most directly comparable GAAP measure is the loss ratio. The underlying loss and LAE ratio should not be considered a substitute for the loss ratio and does not reflect the overall profitability of our business

Policies In-Force

Policies in-force represents the number of active insurance policies with coverage in effect as of the end of the period referenced. We utilize the change in the number of policies in-force to assess the trajectories of our operations.

In-force premium represents the annual premium for active insurance policies with coverage in effect as of the end of the period referenced. Since 2023, we have seen average in-force premiums decline moderately due to lower average rates per insurance policy as a result of improving litigation trends and regulatory reform. In addition, the new states we are expanding into, including South Carolina and Georgia, tend to have lower average rates than Florida. However, through our continued expansion into the Tri-County region of Florida and into insuring middle-aged homes, we plan to capitalize on higher average premiums.

The following table shows our policies in-force and in-force premiums by product as of as of September 30, 2025 and September 30, 2024 and December 31, 2024 and December 31, 2023:


	As of September 30,								As of December 31,
	2025				2024				2024				2023
($ in thousands)	Policies in-force		In-force premium		Policies in-force		In-force premium		Policies in-force		In-force premium		Policies in-force		In-force premium
HO-3		263,539	$	597,371		173,175	$	448,515		238,084	$	589,744		169,362	$	438,396
HO-4		3,868		1,047		3,636		1,082		3,677		1,077		4,111		1,149
HO-5		4,992		6,118		298		342		—		—		—		—
HO-6		15,302		27,954		8,957		19,204		967		1,034		9,600		19,330
MHO		6,027		20,347		7,482		25,833		7,347		24,519		9,921		28,451
DP-1 (Including vacant)		26,692		62,209		27,315		69,260		27,599		68,201		29,264		63,479
DP-3		74,582		189,575		43,040		130,441		68,986		185,513		43,756		117,393
Watercraft		3,740		4,664		2,871		3,455		3,032		4,190		2,114		2,662
Golf Cart		7,352		1,119		6,016		914		6,416		978		4,979		749
Umbrella		—		—		432		167		—		—		992		382

Total		406,094	$	910,404		273,222	$	699,213		356,108	$	875,256		274,099	$	671,991


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The following table shows our policies in-force and in-force premiums by county in Florida as of September 30, 2025 and September 30, 2024 and as of December 31, 2024 and December 31, 2023:


	As of September 30,								As of December 31,
($ in thousands) County	2025				2024				2024				2023
($ in thousands) County	Policies in-force		In-force premium		Policies in-force		In-force premium		Policies in-force		In-force premium		Policies in-force		In-force premium
POLK		26,366	$	46,423		20,018	$	41,042		22,997	$	44,493		18,079	$	34,661
LEE		25,899		68,421		22,384		72,572		26,380		78,323		24,515		73,584
ORANGE		25,280		56,307		17,532		44,986		22,863		54,288		16,604		41,079
DUVAL		22,440		36,870		17,341		34,403		20,598		37,832		17,359		33,022
HILLSBOROUGH		20,795		49,155		16,275		44,577		19,454		49,700		16,376		43,775
PASCO		19,470		38,983		15,688		36,821		17,327		38,173		15,481		33,249
OSCEOLA		19,428		40,430		10,307		23,823		16,185		35,140		7,914		17,316
PALM BEACH		18,673		72,003		2,354		12,411		16,218		68,680		3,144		15,867
MARION		16,497		23,577		13,238		24,038		14,644		24,431		12,559		22,763
BREVARD		13,900		34,061		7,960		22,901		12,588		32,407		8,209		22,272
VOLUSIA		13,159		27,260		11,100		27,020		12,543		28,469		11,731		26,705
OTHERS		184,187		416,914		119,025		314,619		154,311		383,320		122,128		307,698

Total		406,094	$	910,404		273,222	$	699,213		356,108	$	875,256		274,099	$	671,991

Policies in-force were 406,094 as of September 30, 2025, an increase of 48.6% compared to policies in-force of 273,222 as of September 30, 2024, and an increase of 14.0% compared to policies in-force of 356,108 as of December 31, 2024. The increase in our policies in-force was primarily due to new policies written through the Voluntary Market and 2024-2025 Citizens take-outs. Additionally, our policies in-force increased to 356,108 as of December 31, 2024 from 274,099 as of December 31, 2023, primarily as a result of the expansion of our Citizens take-out program.

During the three months ended September 30, 2025, we wrote 25,985 policies in the Voluntary Market, which was in-line with the number of policies we wrote in the Voluntary Market during the three months ended September 30, 2024. We experienced policy retention rates of 82.8% during the third quarter of 2025, up from 72.1% during the third quarter of 2024.


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The following table shows our policies in-force and in-force premium by source:


($ in thousands)	Policies In-Force		In-Force Premium
As of December 31, 2023
Voluntary Market		264,435	$	637,455
Citizens Legacy Take-Outs⁽¹⁾		9,664		34,536
FY 2023 Citizens Take-Outs⁽²⁾		—		—
Total		274,099		671,991

As of December 31, 2024
Voluntary Market		280,755		661,338
Citizens Legacy Take-Outs⁽¹⁾		7,140		29,599
FY 2024 Citizens Take-Outs⁽²⁾⁽³⁾		68,213		184,320

Total		356,108		875,257

As of March 31, 2025
Voluntary Market		293,577		652,888
Citizens Legacy Take-Outs		7,106		28,661
Citizens Take-Outs		13,256		35,364
FY 2024 Citizens Take-Outs		52,875		144,998
FY 2025 Citizens Take-Outs		16,518		47,628
Total		383,332	$	909,539

As of June 30, 2025
Voluntary Market		305,873		648,177
Citizens Legacy Take-Outs		6,742		26,899
Citizens Take-Outs		35,441		98,253
FY 2024 Citizens Take-Outs		27,490		75,439
FY 2025 Citizens Take-Outs		23,592		72,484
Total		399,138	$	921,252

As of September 30, 2025
Voluntary Market⁽⁴⁾		315,217	$	644,628
Citizens Legacy Take-Outs⁽⁵⁾		6,285		24,850
Citizens Take-Outs⁽⁶⁾		58,766		163,561
FY 2024 Citizens Take-Outs⁽⁷⁾⁽⁸⁾		1,115		2,718
FY 2025 Citizens Take-Outs^{(7) (9)}		24,711		74,647
Total		406,094	$	910,404

(1)	Reflects policies assumed from Citizens in or prior to 2014 that have since been renewed directly with the Company. The Company did not conduct any take-outs in the years 2015 through 2023.

(2)	Reflects policies assumed from Citizens during the stated calendar year that have less than a year remaining under their current Citizens policy and will be offered a renewal policy with the Company upon expiration.

(3)	There were 68,844 policies assumed from Citizens during 2024; however, 631 of those policies were no longer in-force as of December 31, 2024.

(4)	During the three months ended September 30, 2025, we wrote 25,985 policies in the Voluntary Market, which was in-line with the number of policies we wrote in the Voluntary Market during the three months ended September 30, 2024.

(5)	Reflects policies assumed from Citizens in or prior to 2014 that have since been renewed directly with the Company. The Company did not conduct any take-outs in the years 2015 through 2023.

(6)	Reflects policies assumed from Citizens that have since renewed directly with the Company.

(7)	Reflects policies assumed from Citizens during the stated calendar year that have less than a year remaining under their current Citizens policy and will be offered a renewal policy with the Company upon expiration.


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(8)	There were 68,844 policies assumed from Citizens during 2024; and 59,950 or 87.1%, were still in-force as of September 30, 2025.

(9)	There have been 25,895 policies assumed from Citizens during 2025; and 24,711 policies, or 95.4%, were still in-force as of September 30, 2025.

For the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 202, respectively

Revenues

Gross premiums written (“GPW”) are the amount received or to be received for insurance policies written or assumed by us during a specific period of time, in each case prior to amounts ceded to reinsurers. We utilize GPW to assess the growth of our business excluding the effects of ceded reinsurance. GPW is generally impacted by:

•

Renewals of existing policies;

•

New business submissions;

•

Binding of new business submissions into policies;

•

Bound policies going effective;

•

Average premium of new and renewing policies;

•

Premium rates of new and renewing policies; and

•

Assumption of policies from third-party carriers and/or Florida state-supported insurers, including from the Citizens “depopulation” programs.

For the three months ended September 30, 2025, gross premiums written increased by $78.1 million, or 48.5%, to $239.1 million, compared to $161.0 million for the three months ended September 30, 2024. This increase was due largely to new and renewal policies written through the voluntary market and from our strategic participation in the Citizens take-out program.

For the nine months ended September 30, 2025, gross premiums written increased by $208.1 million, or 39.3%, to $738.2 million, compared to $530.1 million for the nine months ended September 30, 2024. This increase was due largely to an increase in assumed written premiums related to our strategic participation in the Citizens take-out program, and premium from new and renewal policies written through the Voluntary Market.

Gross premiums earned represent the earned portion of our gross premiums written, adjusted by the change in gross unearned premium. Premiums associated with written, and assumed policies are earned ratably over the remaining term of the policy, respectively, which is typically one year.

Gross premiums earned increased to $221.9 million for the three months ended September 30, 2025 from $165.4 million for the three months ended September 30, 2024. The $56.5 million, or 34.2%, increase was due largely to new and renewal gross premiums written from the Voluntary Market and those related to the Citizens take-outs.

Gross premiums earned increased to $655.8 million for the nine months ended September 30, 2025 from $482.4 million for the nine months ended September 30, 2024. The $173.5 million, or 36.0%, increase was due largely to our increase in gross premiums written related to the Citizens take-outs.

Ceded premiums written represent the gross premiums written that are ceded to reinsurers under our reinsurance treaties. We enter into reinsurance contracts to limit our exposure to potential large catastrophe losses and severe non-catastrophe losses, and in the case of our quota share, to provide additional capacity for growth. Ceded premiums written are impacted by the level of our gross premiums written and decisions we make from time to time to adjust our net retention levels, quota share terms, facultative reinsurance terms, property per risk terms and catastrophe excess of loss terms and capacity, as well as the pricing and availability of reinsurance generally.


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Ceded premiums earned represent the earned portion of our ceded premiums written, adjusted by the change in ceded unearned premiums. We recognize the cost of our reinsurance program and ceded premiums earned ratably over the 12-month term of the arrangements.

Ceded premiums earned increased $45.1 million, or 36.1%, to $170.0 million for the three months ended September 30, 2025 from $124.9 million for the three months ended September 30, 2024. The increase in ceded premiums earned was due to growth in our gross premiums earned and the placement of our 2025-2026 catastrophe excess-of-loss reinsurance program effective June 1, 2025. The Company purchased more reinsurance coverage compared to prior years, reflecting an increase in in-force premiums and total insured value (“TIV”).

Ceded premiums earned increased $110.2 million, or 30.4%, to $472.3 million for the nine months ended September 30, 2025 from $362.1 million for the nine months ended September 30, 2024. The increase in ceded premiums earned was due to growth in our gross premiums earned.

Net premiums written reflect gross premiums written, less ceded premiums written.

Net premiums earned reflect gross premiums earned, less ceded premiums earned.

Net premiums earned grew by $11.5 million, or 28.5%, reaching $52.0 million for the three months ended September 30, 2025, up from $40.5 million for the three months ended September 30, 2024. This increase was due largely to the increase in gross premiums earned driven largely by strength in the Voluntary Market and our participation in the Citizens take-out program.

Net premiums earned grew by $63.3 million, or 52.6%, reaching $183.6 million for the nine months ended September 30, 2025, up from $120.3 million for the nine months ended September 30, 2024. This increase was due largely to an increase in gross premiums earned related to our strategic participation in the Citizens take-out program, and premium from new and renewal policies written through the Voluntary Market.

Policy fees represent various upfront policy fees paid by policyholders on new and renewal insurance policies. In accordance with ASC 606, policy fees are recognized and earned upon collection as they are not subject to refund, and our service obligation is fulfilled when the policy is issued.

Policy fees increased $0.9 million, or 45.5%, to $2.8 million for the three months ended September 30, 2025 from $1.9 million for the three months ended September 30, 2024. The increase in policies written during the three months ended September 30, 2025 contributed to the increase in policy fees.

Policy fees increased $2.3 million, or 41.0%, to $8.0 million for the nine months ended September 30, 2025 from $5.7 million for the nine months ended September 30, 2024. The increase in policies written during the nine months ended September 30, 2025 contributed to the increase in policy fees.

Net investment income includes interest earned from cash, cash equivalents, fixed maturity securities and short-term investments. Our invested assets primarily consist of cash and fixed-maturity securities. The primary factors affecting net investment income include the size of our investment portfolio and the yield generated by the underlying securities held in the portfolio.

Net investment income increased $3.1 million, or 83.8%, to $6.9 million for the three months ended September 30, 2025 from $3.8 million for the three months ended September 30, 2024. The increase in net investment income was due to an increase in invested assets driven by the increased premiums in-force and the proceeds from our IPO.

Net investment income increased $5.4 million, or 51.5%, to $15.8 million for the nine months ended September 30, 2025 from $10.4 million for the nine months ended September 30, 2024. The increase in net investment income was due to an increase in invested assets driven by the increased premiums in-force and the proceeds from our IPO.


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Net realized gains (losses) on investments reflect the differences between the amount received by us upon the sale of a security and the amortized cost of the security, as well as allowances for credit losses recognized in earnings, if any.

We continuously seek to optimize our investment portfolio. Sales of available-for-sale debt securities resulted in net realized investment gains of $40,736 for the three months ended September 30, 2025 and net realized investment gains of $18,175 for the three months ended September 30, 2024.

Sales of available-for-sale debt securities resulted in net realized investment gains of $0.5 million for the nine months ended September 30, 2025 and net realized investment gains of $0.1 million for the nine months ended September 30, 2024.

Other income represents installment fees earned by us when policyholders elect to pay their premium over time as opposed to in full at inception of the policy and other miscellaneous items.

Other income decreased by $0.1 million, or 26.7%, to $0.3 million for the three months ended September 30, 2025 from $0.4 million for the three months ended September 30, 2024.

Other income decreased by $0.3 million, or 32.3%, to $0.5 million for the nine months ended September 30, 2025 from $0.8 million for the nine months ended September 30, 2024.

Expenses

Losses and loss adjustment expenses reflect losses and expenses paid to resolve claims, such as fees paid to claims adjusters, attorneys and investigators, and changes in our reserves for unpaid losses and LAE during the fiscal period, in each case net of losses and LAE ceded to reinsurers. Losses and LAE include a provision for claims that have occurred but have not yet been reported to us. These expenses are a function of the amount and type of insurance contracts we write, and the loss experience associated with the underlying coverage. Additionally, losses and LAE include the financial benefit from the management of claims, by American Integrity Claims Services, LLC, our in-house third-party administrator that earns fees for managing certain policies we issue, including claim fees ceded to reinsurers, which is an offset (contra expense) to LAE. Our losses and LAE are generally affected by:

•

the occurrence, frequency and severity of claims associated with the particular types of insurance contracts that we write;

•

the occurrence of large catastrophe weather events in the states where we operate: Florida, Georgia and South Carolina;

•

the reinsurance agreements we have in place at the time of a loss;

•

the mix of business written by us;

•

changes in the legal or regulatory environment related to the business we write;

•

trends in legal defense costs; and

•

inflation in the cost of claims including inflation related to labor and building materials.

Losses and LAE increased $4.7 million, or 18.5%, to $29.7 million for the three months ended September 30, 2025 from $25.0 million for the three months ended September 30, 2024. The increase in losses and LAE was primarily driven by higher gross premiums earned, partially offset by the absence of significant storm activity in Florida during the current period.

Losses and LAE increased $13.7 million, or 23.6%, to $71.7 million for the nine months ended September 30, 2025 from $58.0 million for the nine months ended September 30, 2024. The increase in losses and LAE was primarily driven by higher gross premiums earned, partially offset by the absence of significant storm activity in Florida during the current period.


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Policy acquisition expenses are costs we incur in connection with the acquisition of an insurance policy including commissions paid to distribution partners at the time of policy issuance, policy administration fees paid to third-party administrators at the time of policy issuance, premium taxes, and inspection fees. These policy acquisition expenses are partially offset by ceding commission we receive from third-party reinsurers participating on our net quota share program in connection with us ceding a portion of our gross premiums written. We recognize policy acquisition expenses and ceding commissions ratably over the term of the underlying policies. Ceding commissions are reported as a reduction to policy acquisition costs and general and administrative expenses and allocated to each based upon the proportion these costs bear to production of new business.

Policy acquisition expenses decreased $1.5 million, or 19.7%, to $6.3 million for the three months ended September 30, 2025 from $7.8 million for the three months ended September 30, 2024. The decrease was primarily due to an increase in non-catastrophe ceded commission allocation.

Policy acquisition expenses decreased $4.1 million, or 20.6%, to $15.6 million for the nine months ended September 30, 2025 from $19.7 million for the nine months ended September 30, 2024. The decrease was primarily driven by lower acquisition costs associated with Citizens take-outs.

General and administrative expenses consist of expenses of our operations including employee compensation and benefits, technology costs, facilities costs and professional services fees, including legal, accounting and actuarial fees, as well as general corporate overhead expenses. As noted above, a certain portion of our ceding commissions are allocated to general and administrative expenses.

General and administrative expenses were largely flat year-over-year, at $7.3 million for the three months ended September 30, 2025, as compared to $7.2 million for the three months ended September 30, 2024. The Company had increased salaries and consulting fees incurred to support the public company operations and ongoing growth, largely offset by an increase in net premiums earned.

General and administrative expenses increased $16.1 million, or 83.6%, to $35.3 million for the nine months ended September 30, 2025 from $19.2 million for the nine months ended September 30, 2024. The increase was primarily driven by one-time stock-based and cash compensation expenses, the termination payment related to the management services agreement, and other IPO-related costs, along with higher salaries and consulting fees to support the public company operations and ongoing growth.

Income tax expense relates to federal and state income taxes. The amount of income tax expense or benefit recorded in future periods will depend on the jurisdictions in which we operate and the tax laws and regulations in effect. In connection with the proposed offering and the Corporate Contribution, the Company will be subject to payment of U.S. federal and state income taxes.

Income tax expense was $5.6 million and $2.0 million for the three months ended September 30, 2025 and 2024, respectively. Our effective tax rate for the three months September 30, 2025 and 2024 was 29.9% and 31.1%, respectively.

Income tax expense was $7.0 million and $8.9 million for the nine months ended September 30, 2025 and 2024, respectively. Our effective tax rate for the nine months September 30, 2025 and 2024 was 8.2% and 22.2%, respectively. On May 7, 2025, the Company reorganized its structure through a tax-free transaction, which changed its tax status from a limited liability company, treated as a partnership for federal income tax purposes, to a corporation subject to United States federal income tax, under Subchapter C of the Internal Revenue Code. Conversion from a non-taxable entity to a corporation is considered a change in tax status, and has been reflected in the condensed consolidated financial statements in accordance with the relevant accounting guidance. The change in tax status created deferred tax assets of approximately $9.7 million as a one-time gain in the second quarter of 2025 resulting in a lower effective tax rate for the nine months ended September 30, 2025.


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Key Business Metrics and Ratios

Loss ratio

Loss ratio is the ratio of losses and LAE to net premiums earned plus policy fees. We add policy fees to net premiums earned when calculating our loss and expense ratios to include the total revenue produced by a policy, given they are earned when a policy is written.

Our loss ratio improved by 4.9 percentage points for the three months ended September 30, 2025, to 54.1%, compared to 59.0% for the three months ended September 30, 2024. The decrease was primarily due to the absence of significant storm activity in Florida during the current period, compared to the prior-year period which included losses from Hurricane Debby and Hurricane Helene.

Our loss ratio decreased by 8.7 percentage points for the nine months ended September 30, 2025, to 37.4%, compared to 46.1% for the nine months ended September 30, 2024. The decrease in the loss ratio was primarily due to the increase in net premiums earned driven largely by our recent participation in the Citizens take-out program, and the absence of significant storm activity in Florida during the current period.

Expense ratio

Expense ratio is the ratio of policy acquisition expenses and general and administrative expenses to net premiums earned plus policy fees.

Our expense ratio improved by 10.5 percentage points to 24.8% for the three months ended September 30, 2025 compared to 35.3% for the three months ended September 30, 2024, driven by an increase in net premiums earned, partially offset by higher salaries and consulting fees incurred to support the public company operations and ongoing growth.

Our expense ratio decreased by 4.3 percentage points to 26.6% for the nine months ended September 30, 2025 compared to 30.9% for the nine months ended September 30, 2024 primarily due to higher net premiums earned driven by our recent participation in the Citizens take-out program and premiums from new and renewal policies written through the Voluntary Market, partially offset by non-recurring expenses and higher salaries and consulting fees related to the IPO and ongoing public company operations.

Combined ratio

Combined ratio is the sum of the loss ratio and the expense ratio. We utilize combined ratio to assess our underwriting performance. A combined ratio below 100% indicates an underwriting profit, while a combined ratio exceeding 100% indicates an underwriting loss.

Our combined ratio improved by 15.4 percentage points to 78.9% for the three months ended September 30, 2025 from 94.3% for the three months ended September 30, 2024. This improvement was primarily driven by an increase in net premiums earned, which contributed to reducing both the expense and loss ratios. The improvement also reflects the absence of significant storm activity in Florida during the current period compared to the prior year.

Our combined ratio improved to 64.0% for the nine months ended September 30, 2025 from 77.0% for the nine months ended September 30, 2024. This improvement was due largely to our recent participation in the Citizens take-out program, which resulted in a financial benefit by reducing our expense ratio and loss ratio and resulted in a disproportionate increase in net earned premiums and the absence of significant storm activity in Florida during the current period.


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Annualized return on equity

Annualized return on equity is defined as net income, annualized, divided by the average beginning and ending shareholders’ equity during the applicable period.

Our annualized return on equity increased to 17.0% for the three months ended September 30, 2025 from 11.9% for the three months ended September 30, 2024. The increase in our annualized return on equity ratio was due to an increase in net income during the period, partially offset by an increase in shareholders’ equity as a result of retained earnings.

Our annualized return on equity increased to 43.9% for the nine months ended September 30, 2025 from 29.0% for the nine months ended September 30, 2024. The increase in our annualized return on equity was due to an increase in net income during the period partially offset by growth in shareholders’ equity as a result of retained earnings and proceeds for our IPO.

Year-ended December 31, 2024 Compared to the Year-ended December 31, 2023

Revenues

Gross premiums earned increased to $682.2 million for the year ended December 31, 2024 from $590.5 million for the year ended December 31, 2023. The $91.7 million, or 15.5% increase in gross premiums earned was primarily due to the strategic expansion of our Citizens take-out program.

Ceded premiums earned increased $89.9 million, or 21.9%, to $500.2 million for the year ended December 31, 2024 from $410.3 million for the year ended December 31, 2023. The increase in ceded premiums earned was primarily due to growth in our gross premiums earned from the strategic expansion of our Citizens take-out program, as well as increased reinsurance premium rates.

Net premiums earned grew by $1.8 million, or 1.0% year-over-year, reaching $182.1 million in 2024, up from $180.2 million in 2023. This increase is primarily driven by the Citizens take-out program partially offset by an increase in catastrophe excess of loss reinsurance premiums ceded.

Policy fees increased $0.3 million, or 4.8%, to $7.4 million for the year ended December 31, 2024 from $7.1 million for the year ended December 31, 2023. The increase in voluntary policies written during the year ended December 31, 2024 contributed to the increase in policy fees.

Net investment income increased $1.5 million, or 12.1%, to $14.2 million for the year ended December 31, 2024 from $12.7 million for the year ended December 31, 2023. The increase in net investment income is due to an increase in invested assets primarily driven by an increase in cash and cash equivalents and fixed-maturity securities.

We continuously seek to optimize our investment portfolio. Sales of available-for-sale debt securities resulted in net realized investment gains of $0.1 million for the year ended December 31, 2024 and net realized investment losses of $22,000 for the year ended December 31, 2023.

Other income decreased $0.3 million, or 34.2%, to $0.6 million for the year ended December 31, 2024 from $0.9 million for the year ended December 31, 2023.

Expenses

Losses and LAE increased $4.1 million, or 4.7%, to $90.8 million for the year ended December 31, 2024 from $86.7 million for the year ended December 31, 2023. The increase in losses and LAE resulted primarily from


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increased incurred catastrophe losses in the amount of $32.2 million due to hurricanes Milton, Helene, and Debby, which were partially offset by a decline in attritional (i.e., non-catastrophe) losses, in part as a result of the impact of the 2022 legislative reforms on the frequency of claims litigation and an overall more favorable operating environment for insurance carriers writing in the state, resulting in decreased claims frequencies, losses and loss adjustment expenses.

Policy acquisition expenses decreased $3.7 million, or 10.6%, to $31.5 million for the year ended December 31, 2024 from $35.3 million for the year ended December 31, 2023. The decrease is primarily attributable to an increase in policy acquisition costs more than offset our net quota share reinsurance ceding commissions.

General and administrative expenses decreased $3.2 million, or 9.3%, to $31.0 million for the year ended December 31, 2024 from $34.1 million for the year ended December 31, 2023. The decrease was due primarily to an increase in non-catastrophe ceded commissions and no acquisition costs on the Citizens policies.

Income tax expense was $11.3 million and $7.0 million for the year ended December 31, 2024 and 2023, respectively. Our effective tax rate for the year ended December 31, 2024 and 2023 was 22.1% and 15.6%, respectively. The increase was primarily due to a reduction in the losses related to pass-through entities not subject to income tax.

Key Business Metrics and Ratios

Loss ratio

Our loss ratio increased by 160 basis points (bps) in 2024, reaching to 47.9%, compared to 46.3% in 2023. The increase was primarily due to the losses retained on hurricanes Milton, Helene, and Debby, partially offset by reduced litigation expenses following Florida’s legislative reforms, resulting in decreased claims frequency, losses and loss adjustment expenses.

Expense ratio

Our expense ratio improved by 400 basis points (bps), 33.0% for the year ended December 31, 2024 compared to 37.0%, for the year ended December 31, 2023 primarily due to increased non-catastrophe ceded commissions.

Combined ratio

Overall, our combined ratio improved to 80.9% in 2024 from 83.3% for the year ended December 31, 2023 reinforcing our commitment to disciplined underwriting and sustainable profitability.

Return on equity

Our return on equity decreased to 26.8% for the year ended December 31, 2024 from 32.9% for the year ended December 31, 2023. The decrease in our return on equity ratio is due primarily to an increase in shareholders’ equity due to retained earnings.

Key Business Metrics and Non-GAAP Financial Measures

We utilize certain non-GAAP financial measures to analyze our business and provide useful information about our financial performance. The non-GAAP financial measures are not recognized terms under GAAP and should not be considered as alternatives to the corresponding GAAP measures of financial performance, or any other performance measure derived in accordance with GAAP. Because not all companies use identical calculations, the presentation of the non-GAAP financial measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. Our management uses these


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non-GAAP financial measures, in conjunction with GAAP financial measures, as an integral part of managing our business and to, among other things: (i) monitor and evaluate the performance of our business operations and financial performance; (ii) facilitate internal comparisons of the historical operating performance of our business operations; (iii) facilitate external comparisons of the results of our overall business to the historical operating performance of other companies that may have different capital structures and debt levels and different go-to-market models; (iv) review and assess the operating performance of our management team; (v) analyze and evaluate financial and strategic planning decisions regarding future operating investments; and (vi) plan for and prepare future annual operating budgets and determine appropriate levels of operating investments.

We monitor the following key business metrics and non-GAAP financial measures that assist us in evaluating our business, measuring our performance, identifying trends and making strategic decisions. As such, we have presented the following non-GAAP measure, their most directly comparable GAAP measure, and key business metrics:


Non-GAAP Measure		Comparable GAAP Measure

Underwriting income (loss)		Income before taxes

Adjusted net income		Net income

Adjusted earnings per share		Earnings per share

Annualized adjusted return on equity		Annualized return on equity

Underlying loss and loss adjustment expense ratio		Losses and loss adjustment expense ratio

Ceded catastrophe excess of loss premiums ratio		Ceded premiums earned to gross premiums earned

Underwriting income (loss)

Underwriting income (loss) increased $9.2 million, or 381.2%, to $11.6 million for the three months ended September 30, 2025 from $2.4 million for the three months ended September 30, 2024. For the nine months ended September 30, 2025, underwriting income increased by $39.9 million, or 137.8%, to $68.9 million from $29.0 million for the nine months ended September 30, 2024. The increases were due largely to the financial benefits of our participation in the Citizens take-out program, as well as improved underwriting performance during the periods.

Underwriting income (loss) increased $4.9 million, or 15.8%, to $36.1 million for the year ended December 31, 2024 from $31.2 million for the year ended December 31, 2023, primarily as a result of the strategic expansion of our Citizens take-out program and increased rate adjustments.


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Underwriting income for the three and nine months ended September 30, 2025 and 2024 and December 31, 2024 and 2023 reconciles to income before taxes as follows:


	Three months ended September 30,				Nine months ended September 30,				Year ended December 31,
($ in thousands)	2025		2024		2025		2024		2024		2023
Income before taxes	$	18,773	$	6,551	$	85,780	$	40,292	$	51,039	$	44,755
Less:
Net investment income		6,906		3,757		15,788		10,419		14,180		12,653
Net realized losses on investments		41		18		542		103		119		(22	)
Other income		275		376		536		791		607		923

Underwriting income	$	11,551	$	2,400	$	68,914	$	28,979	$	36,133	$	31,201

Adjusted net income (loss) and Adjusted earnings per share

Adjusted net income (loss) is a non-GAAP financial measure defined as net income excluding net realized gains or losses on investments, stock compensation expense, and certain non-recurring or non-cash expenses, including those incurred in connection with our IPO, net of tax. We use adjusted net income as an internal performance measure in the management of our operations because we believe it gives us and users of our financial information useful insight into our results of operations and our underlying business performance excluding the impact of realized gains and losses on the sale of securities, which we do not view as core to the underlying trends in our business. Adjusted net income should not be viewed as a substitute for net income calculated in accordance with GAAP, and other companies may define adjusted net income differently.

Adjusted net income (loss) increased $9.5 million, or 210.9%, to $14.0 million for the three months ended September 30, 2025 from $4.5 million for the three months ended September 30, 2024. The increase was due largely to the financial benefits of our recent participation in the Citizens take-out program and premiums from new policies written through the Voluntary Market, as well as improved underwriting performance due in part to the absence of significant storm activity in Florida during the current period. For the nine months ended September 30, 2025, adjusted net income (loss) increased by $52.1 million, or 166.7%, to $83.4 million from $31.3 million for the nine months ended September 30, 2024. The increase was due largely to the financial benefits of our recent participation in the Citizens take-out program and higher net earned premiums, as well as improved underwriting performance due in part to the absence of significant storm activity in Florida during the current period.

Adjusted net income (loss) increased $1.9 million, or 4.9%, to $39.6 million for the year ended December 31, 2024 from $37.8 million for the year ended December 31, 2023, primarily as a result of the strategic expansion of our Citizens take-out program and increased rate adjustments.

Adjusted earnings per share is a non-GAAP measure, which is calculated as adjusted net income available to common stockholders divided by weighted average diluted common shares outstanding. Management believes this metric is meaningful, as it allows investors to evaluate underlying profitability and enhances comparability across periods by excluding items that are heavily impacted by investment market fluctuations and other economic factors and are not indicative of operating trends.


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Adjusted net income (loss) and adjusted earnings per share for the three and nine months ended September 30, 2025 and 2024 and years ended December 31, 2024 and 2023 reconciles to net income and earnings per share, respectively, as follows:


	Three Months Ended September 30,					Nine months ended September 30,					Year ended December 31,
($ in thousands)	2025		2024			2025		2024			2024			2023
Net Income	$	13,163	$	4,513		$	78,753	$	31,344		$	39,742		$	37,797
Add:
Stock compensation⁽¹⁾		—		—			10,433		—			—			—
Termination of MSA⁽²⁾		—		—			3,000		—			—			—
One-time bonus⁽²⁾		—		—			1,387		—			—			—
One-time IPO expenses⁽²⁾		—		—			1,654		—			—			—
Post IPO transition expenses⁽²⁾		1,084		—			1,084		—			—			—
Less:
Net realized gains on Investments		41		18			542		103			119			(22	)
Change in tax status⁽³⁾		—		—			9,722		—			—			—
Tax effect⁽⁴⁾		219		(4	)		2,683		(22	)		(25	)		5

Adjusted net income	$	13,987	$	4,499		$	83,364	$	31,263		$	39,648		$	37,814

Adjusted income allocated to participating securities		—		194			2,190		1,350			1,711			1,682

Numerator:

Adjusted income available for common shareholders	$	13,987	$	4,305		$	81,174	$	29,913		$	37,937		$	36,132

Denominator:

Weighted average common shares outstanding—basic and diluted		19,573		12,904			16,446		12,904			12,904			12,904

Adjusted earnings per share:

Basic	$	0.71	$	0.33		$	4.94	$	2.32		$	2.94		$	2.80

Diluted	$	0.71	$	0.33		$	4.94	$	2.32		$	2.94		$	2.80

(1)	Stock-based compensation expense recognized of $10,433 for the nine months ended September 30, 2025, and approximately $4,241 was nondeductible for U.S. federal income tax purposes.

(2)	Material non-recurring items that we do not expect to continue in the future and believe are not reflective of our ongoing operations and our performance.

(3)

The change in tax status of the parent company from a non-taxable entity to a taxable corporation resulted in recognition of a deferred income tax benefit. This adjustment has been removed using the U.S. federal statutory and state blended corporate tax rate of 25.262% for consistency with the tax asset recorded.

(4)

We included the tax impact of all adjustments to adjusted net income using the U.S. federal statutory corporate tax rate of 21%. While the Company’s actual effective tax rates for the nine months ended September 30, 2025 and 2024 were 8.2% and 22.2% respectively, the use of the statutory rate provides a consistent and simplified approach for comparability. This approach is applied uniformly, including to items that may be partially or fully nondeductible for tax purposes. The tax effect row is presented exclusive of the change in tax status impact.

Annualized adjusted return on equity

Annualized adjusted return on equity is a non-GAAP financial measure defined as adjusted net income for the period on an annualized basis divided by the average of beginning and ending shareholders’ equity during the


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applicable period. We use annualized adjusted return on equity as an internal performance measure in the management of our operations because we believe it gives us and users of our financial information useful insight into our underlying business performance. Annualized adjusted return on equity should not be viewed as a substitute for any metrics calculated in accordance with GAAP, and other companies may define annualized adjusted return on equity differently.

Annualized adjusted return on equity increased by 6.2 percentage points, to 18.1% for the three months ended September 30, 2025 from 11.9% for the three months ended September 30, 2024. The increase in annualized adjusted return on equity over the prior period was primarily due to an increase in net income during the period, partially offset by growth in shareholders’ equity as a result of retained earnings.

Annualized adjusted return on equity increased by 17.6 percentage points, to 46.5% for the nine months ended September 30, 2025 from 28.9% for the nine months ended September 30, 2024. The increase in annualized adjusted return on equity over the prior period end balance was primarily due to an increase in net income during the period, partially offset by growth in shareholders’ equity as a result of retained earnings and proceeds from our IPO.

Adjusted return on equity decreased 6.1%, to 26.8% for the year ended December 31, 2024 from 32.9% for the year ended December 31, 2023, primarily as a result of net income holding stable and increased members’ equity due to growth in retained earnings.

Annualized adjusted return on equity for the three and nine months ended September 30, 2025 and 2024 reconciles to annualized return on equity as follows:


	Three Months Ended September 30						Nine months ended September 30,						Year ended December 31,
($ in thousands)	2025			2024			2025			2024			2024			2023
Net income	$	13,163		$	4,513		$	78,753		$	31,344		$	39,742		$	37,797
Average beginning and ending share holders’ equity		308,876			151,664			239,136			144,201			148,180			114,877
Annualized return on equity⁽¹⁾		17.0	%		11.9	%		43.9	%		29.0	%		26.8	%		32.9	%
Adjusted net income (loss) (after tax)⁽²⁾⁽³⁾	$	13,987		$	4,499		$	83,364		$	31,263		$	39,648		$	37,814
Average shareholders’ equity		308,876			151,664			239,136			144,201			148,180			114,877
Annualized adjusted return on equity⁽²⁾⁽³⁾		18.1	%		11.9	%		46.5	%		28.9	%		26.8	%		32.9	%

(1)	Annualized return on equity is net income divided by average beginning and ending shareholders’ equity, multiplied by four-thirds for the nine months ended.

(2)	Annualized adjusted return on equity is the adjusted net income (loss) (after tax) divided by the average beginning and ending shareholders’ equity, multiplied by four for the three months ended and four-thirds for the nine months ended.

(3)

We included the tax impact of all adjustments to adjusted net income using the US federal statutory corporate tax rate of 21%. While the Company’s actual effective tax rates for the nine months ended September 30, 2025 and 2024 were 8.2% and 22.2% respectively, the use of the statutory rate provides a consistent and simplified approach for comparability. This approach is applied uniformly, including to items that may be partially or fully nondeductible for tax purposes.

Underlying loss and loss adjustment expense ratio

Underlying loss and loss adjustment expense ratio is a non-GAAP measure. We calculate the underlying loss and loss adjustment expense ratio by subtracting current year net catastrophe losses and prior year net reserve


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development from total net losses and LAE and dividing that amount by the sum of total net premiums earned plus policy fees. We use the underlying loss and LAE ratio to allow us to analyze our loss trends before the impact of catastrophe losses and prior year reserve development. These two items can have a significant impact on our loss trends in a given period. We believe it is useful for investors to evaluate these components both separately and in the aggregate when reviewing our performance. The most directly comparable GAAP measure is net loss and LAE ratio. The underlying loss and LAE ratio should not be considered a substitute for net loss and LAE ratio and does not reflect the overall profitability of our business.

We experienced unfavorable net prior year reserve development of $2.3 million for the three months ended September 30, 2025 and favorable net prior year reserve development $0.4 million for the three months ended September 30, 2024. We experienced no catastrophe losses for the three months ended September, 30, 2025. For the three months ended September 30, 2024 we experienced $10.0 million of catastrophe losses related to losses retained on Hurricane Helene and Property Claims Services (“PCS”) coded storm activity.

The underlying loss and loss adjustment expense ratio increased to 49.9% for the three months ended September 30, 2025 from 36.4% for the three months ended September 30, 2024, due to a greater share of our losses being ceded under our quota share reinsurance arrangement in periods with greater catastrophe losses as compared to periods with lower or no catastrophe losses, which had the effect of reducing underlying losses in the prior period, as well as the impact of modest rate decreases during 2025 and the onboarding of Citizens policies that have a slightly higher expected loss ratio.

We experienced unfavorable net prior year reserve development of $1.2 million for the nine months ended September 30, 2025 and favorable net prior year development $6.8 million for the nine months ended September 30, 2024. We experienced no catastrophe losses for the nine months ended September, 30, 2025. For the nine months ended September 30, 2024 we experienced $18.1 million of catastrophe losses related to PCS coded storm activity during the period primarily due to Hurricane Helene and a severe convective storm in May 2024.

The underlying loss and loss adjustment expense ratio decreased to 36.8% for the nine months ended September 30, 2025 from 37.1% for the nine months ended September 30, 2024, primarily due to the lack of catastrophe losses combined with the increase in net earned premium resulting from our participation in the Citizens take-out program and voluntary policy and premium growth.

We experienced favorable net prior year reserve development of $3.2 million for the year ended December 31, 2024 and $2.6 million for the year ended December 31, 2023 primarily driven by the improving non-catastrophe loss environment. We experienced higher net catastrophe losses of $32.2 million for the year ended December 31, 2024 up from $21.8 million for the year ended December 31, 2023 driven largely by Hurricanes Milton and Helene that made landfall in 2024.

The underlying loss and loss adjustment expense ratio decreased to 32.6% for the year ended December 31, 2024 from 36.1% for the year ended December 31, 2023 primarily due to improvements in the non-catastrophe loss environment and lower claims litigation trends.


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The following table summarizes loss ratios and underlying loss and LAE ratios for the three and nine months ended September 30, 2025 and 2024 and years ended December 31, 2024 and 2023 is shown in the table below:


	Three Months Ended September 30,						Nine months ended September 30,						Year ended December 31,
($ in thousands)	2025			2024			2025			2024			2024			2023
Total Net Premiums Earned	$	51,999		$	40,464		$	183,569		$	120,266		$	182,055		$	180,262
Plus: Policy Fees		2,805			1,928			7,976			5,656			7,393			7,055
Total Net Premiums Earned Plus Policy Fees		54,804			42,392			191,545			125,922			189,448			187,317
Net Losses and Loss Adjustment Expenses, Net	$	29,652		$	25,017		$	71,702		$	58,024		$	90,832		$	86,749
Loss and Loss Adjustment Expense Ratio (% Net Premiums Earned Plus Policy Fees)		54.1	%		59.0	%		37.4	%		46.1	%		47.9	%		46.3	%
Less:
Current Year Net Catastrophe Losses		—			10,012			—			18,107			32,192			21,753
Prior Year Net Reserve Development	$	2,312		$	(405	)	$	1,195		$	(6,762	)	$	(3,187	)	$	(2,595	)

Underlying Loss and Loss Adjustment Expenses, Net		27,340			15,410			70,507			46,679			61,827			67,591
Underlying Loss and Loss Adjustment Expense Ratio (% Net Premiums Earned Plus Policy Fees)		49.9	%		36.4	%		36.8	%		37.1	%		32.6	%		36.1	%

Ceded catastrophe excess of loss premiums ratio

Ceded catastrophe excess of loss premiums ratio is a non-GAAP measure and, expressed as percentage, is defined as ceded catastrophe excess of loss premiums earned divided by gross premiums earned. We believe it is useful for investors to evaluate ceded catastrophe excess of loss premiums ratio as it provides a proxy for our cost of catastrophe reinsurance. The most directly comparable GAAP measure is the ratio of ceded premiums earned to gross premiums earned. The ceded catastrophe excess of loss premiums ratio measure should not be considered a substitute for ceded premiums earned and does not reflect the overall profitability of our business.

Ceded catastrophe excess of loss premiums ratio increased 1.2 percentage points, to 48.0% for the three months ended September 30, 2025 from 46.8% for the three months ended September 30, 2024. This increase is primarily due to higher reinsurance costs recognized under the June 1, 2025 renewal and the timing of earned premiums.

Ceded catastrophe excess of loss premiums ratio decreased 2.6 percentage points, to 43.9% for the nine months ended September 30, 2025 from 46.5% for the nine months ended September 30, 2024. This decrease was primarily due to a disproportionate increase in gross earned premium related to our recent participation in the Citizens take-out program and risk adjusted decreases in reinsurance pricing from the June 1, 2025 catastrophe excess of loss reinsurance renewal.

Ceded catastrophe excess of loss premiums ratio increased 3.7% to 44.9% for the year ended December 31, 2024 from 41.2% for the year ended December 31, 2023, primarily as a result of the increase in reinsurance costs with the strategic expansion from the Citizen’s take-out.


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The calculation of our ceded excess of loss premiums ratio for the three and nine months ended September 30, 2025 and 2024 and 2024 and years ended December 31, 2024 and 2023 is shown in the table below:


	Three months ended September 30,						Nine months ended September 30,						Year ended December 31,
($ in thousands)	2025			2024			2025			2024			2024			2023
Gross Premiums Earned	$	221,949		$	165,361		$	655,844		$	482,375		$	682,216		$	590,515
Total Ceded Premiums Earned		(169,950	)		(124,897	)		(472,275	)		(362,109	)		(500,161	)		(410,253	)
Less: NCQSR and other ancillary reinsurance treaties		(63,447	)		(47,511	)		(184,390	)		(137,906	)		(194,022	)		(167,230	)
Ceded Catastrophe Excess of Loss Premiums Earned	$	(106,503	)	$	(77,386	)	$	(287,885	)	$	(224,203	)	$	(306,139	)	$	(243,023	)

Ceded Catastrophe Excess of Loss Premiums Ratio		48.0	%		46.8	%		43.9	%		46.5	%		44.9	%		41.2	%

Liquidity and Capital Resources

Liquidity is a measure of a company’s ability to generate cash flows sufficient to meet the short-term and long-term cash requirements of its business operations. Funds generated from operations have been sufficient to meet our current and long-term liquidity requirements.

The liquidity of the Company, comprised of cash, cash equivalents and our liquid fixed income portfolio, fluctuates from time to time. As of September 30, 2025, our liquidity totaled $541.3 million. A portion of that liquidity is not held at AIIC. The total cash and cash equivalents not held at the insurance subsidiary was $141.9 million as of September 30, 2025. Our liquidity framework is designed to support operational flexibility, ensuring we can fund claims obligations, capital expenditures, and growth initiatives without reliance on external financing. In the event of a large loss event, we may utilize proceeds from our investment portfolio as a source of liquidity to service claims.

On May 9, 2025, we consummated our IPO and received net proceeds of $82 million, after (i) deducting underwriting discounts and commissions totaling $7.0 million as well as $4.2 million of other expenses related to the offering, (ii) using approximately $3.8 million of the proceeds from the offering to satisfy the Restricted Stock Grant Net Settlement and (iii) using $3.0 million of the proceeds of the offering to terminate the management services agreement by and between James Sowell Company, L.P. and AIIG.

We maintain a disciplined capital management approach, balancing organic growth investments with stockholder return considerations. Our capital resources include:

•

Operating cash flow, which remains the primary source of funding for day-to-day operations and claim payments.

•

Reinsurance arrangements, which provide financial resilience against catastrophe loss events.

•

Potential strategic financing, including debt instruments or equity offerings, which may be considered to accelerate expansion opportunities.

Future capital requirements will be driven by business growth, regulatory capital needs, and evolving market conditions. Our goal is to optimize capital efficiency while maintaining a strong financial foundation for long-term success.

The principal source of liquidity at the Company is from its subsidiaries, including fees paid by the insurance subsidiary, AIIC, and dividends paid by other subsidiaries generated from, among other things, income earned on policy fees and fees paid by AIIC to American Integrity MGA, LLC (“AIMGA”) for general agency, inspections, agent commissions, general operating expenses and claims adjusting services.


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Future capital allocation decisions, including dividend distributions and share repurchases, will be determined by our Board of Directors based on profitability trends, regulatory considerations, and long-term stockholder value objectives.

As discussed in Note 9 – “Regulatory Requirements and Restrictions” in the notes to our unaudited condensed consolidated financial statements, there are limitations on the dividends a subsidiary may pay to its immediate parent company.

The maximum amount of dividends that can be paid by Florida insurance companies without prior approval of the Florida Office of Insurance Regulation is subject to restrictions as referenced below and in Note 9 – “Regulatory Requirements and Restrictions” in the notes to our unaudited condensed consolidated financial statements. Dividends from AIIC can only be paid from accumulated unassigned funds derived from net operating profits and net realized capital gains. Subject to such accumulated unassigned funds, the maximum dividend that may be paid by AIIC to the Company without prior approval is further limited to the lesser of statutory net income from operations of the preceding calendar year or statutory unassigned surplus as of the preceding year end. As of September 30, 2025, AIIC has not declared dividends.

Liquidity for AIIC is primarily required to cover payments for reinsurance premiums, claims payments including potential payments of catastrophe losses (offset by recovery of any reimbursement amounts under our reinsurance agreements), fees paid to affiliates for managing general agency services, claims adjusting services, premium and income taxes, regulatory assessments, general operating expenses, and interest and principal payments on debt obligations. Principal sources of liquidity for AIIC consist of the revenue generated from the collection of written premiums and the collection of reinsurance recoverable.

Principal sources of liquidity for the Company include fees paid by our insurance subsidiary, AIIC, and dividends paid by other subsidiaries generated from, among other things, income earned on policy fees and fees paid by AIIC to AIMGA for general agency, inspections, agent commissions, general operating expenses and claims adjusting services.

Cash flows

Our most significant source of cash is from premiums received from our policyholders, which, for most policies, we receive at the beginning of the coverage period, although some policyholders elect to pay in installments over the duration of the policy. Our most significant cash outflow is for the cost of our reinsurance agreements in the form of ceded premiums and for claims that arise when a policyholder incurs an insured loss. Because the payment of claims occurs after the receipt of the premium, sometimes years later, we invest the cash in various investment securities that earn interest and dividends. We also use cash to pay commissions to distribution partners, as well as to pay for ongoing operating expenses such as salaries, professional services and taxes. As described under “Reinsurance” below, we use reinsurance to manage the risk that we take on our policies. We cede, or pay out, part of the premiums we receive to our reinsurers and collect cash back when losses subject to our reinsurance coverage are paid.

The timing of our cash flows from operating activities can vary among periods due to the timing by which payments are made or received. Some of our payments and receipts, including loss settlements and subsequent reinsurance receipts, can be significant, so their timing can influence cash flows from operating activities in any given period. Management believes that cash receipts from premiums, proceeds from investment sales and redemptions and investment income are sufficient to cover cash outflows for the foreseeable future.


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Our cash flows for the nine months ended September 30, 2025 and 2024 and for the years ended December 31, 2024 and 2023 were:


	Nine months ended September 30,						Year ended December 31
($ in thousands)	2025			2024			2024			2023
Cash and cash equivalents (net) provided by (used in): Operating activities	$	88,003		$	(3,792)		$	148,909		$	64,438
Cash and cash equivalents (net) provided by (used in): Investing activities		(144,788	)		23,514			(19,369	)		1,851
Cash and cash equivalents (net) provided by (used in): Financing activities		61,837			(12,333	)		(12,436	)		(2,352	)

Net increase (decrease) in cash and cash equivalents	$	5,052		$	7,389		$	117,104		$	60,245

Cash provided by operating activities was $88.0 million for the nine months ended September 30, 2025 compared to $(3.8) million used in operating activities for the nine months ended September 30, 2024. The increase in cash provided by operating activities resulted from our strategic expansion through our Citizen’s take-out program.

Cash used in investing activities was $(144.8) million for the nine months ended September 30, 2025 compared to $23.5 million provided by investing activities for the nine months ended September 30, 2024. The increase in net cash used in investing activities was primarily attributable to the purchases of fixed income securities in excess of proceeds from sales and maturities of fixed maturity securities during the period.

Net cash provided by financing activities was $61.8 million for the nine months ended September 30, 2025 compared to $(12.3) million used in financing activities for the nine months ended September 30, 2024. The increase in net cash provided by financing activities was primarily attributable to proceeds from the Company’s IPO, slightly offset by an increase in the distribution made to members to pay federal income tax prior to the IPO and a discretionary distribution that was paid out to members prior to the IPO.

Cash provided by operating activities was $148.9 million for the year ended December 31, 2024 compared to $64.4 million for the year ended December 31, 2023. The increase in cash provided by operating activities resulted from our strategic expansion through our Citizen’s take-out program.

Net cash used in investing activities was ($19.4) million for the year ended December 31, 2024 compared to $1.9 million provided by investing activities for the year ended December 31, 2023. The increase in net cash used in investing activities was primarily attributable to the Company purchasing fixed maturity securities with the excess cash provided by operating activities.

Net cash used in financing activities was ($12.4) million for the year ended December 31, 2024 compared to ($2.4) million provided by financing activities for the year ended December 31, 2023. The increase in net cash used in financing activities was primarily attributable to an increase in the distribution made to members to pay federal income tax and a discretionary distribution that was paid out to members. There was no capital raising activity for the year ended December 31, 2024.


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Capitalization

Capital resources provide protection for policyholders, furnish the financial strength to support the business of underwriting insurance risks and facilitate continued business growth. The following table provides our shareholders’ equity, total long-term debt, total capital resources, debt-to-total capital ratio and debt-to-equity ratio as of September 30, 2025, December 31, 2024 and December 31, 2023.


($ in thousands)	September 30, 2025			December 31, 2024			December 31, 2023
Shareholders’ equity	$	315,880		$	162,392		$	133,966
Long-term debt	$	721		$	1,029			1,441
Total capital resources	$	316,601		$	163,421			135,407
Debt-to-total capital ratio		0.2	%		0.6	%		1.1	%
Debt-to-equity ratio		0.2	%		0.6	%		1.1	%

The debt-to-total capital ratio is calculated as total long-term debt divided by total capital resources, whereas the debt-to-equity ratio is calculated as total long-term debt divided by shareholders’ equity. These ratios help management measure the amount of financing leverage in place in relation to equity and future leverage capacity.

Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of economic losses due to adverse changes in the estimated fair value of a financial instrument as the result of changes in interest rates, duration, equity prices, foreign currency exchange rates, and commodity prices. The primary components of market risk affecting us are interest rate risk, duration risk and credit risk. We do not have significant exposure to equity risk, foreign currency exchange rate risk or commodity risk.

As of September 30, 2025, and December 31, 2024, our investment portfolios contained fixed-maturity securities. These securities are not intended for trading or speculative purposes. Our primary aim is to maximize after-tax investment income while ensuring sufficient liquidity to fulfill policyholder obligations. Additionally, we strive to minimize market risk, which encompasses potential economic losses resulting from adverse fluctuations in securities’ prices.

In developing our investment strategies, we consider various factors such as credit ratings, investment concentrations, regulatory requirements, expected interest rate fluctuations, durations, and prevailing market conditions. Our investment portfolio is managed by Goldman Sachs Asset Management, overseen by an investment committee appointed by our Board of Directors.

Our investment portfolios are predominantly exposed to interest rate risk, duration risk and credit risk. We classify these fixed-maturity securities as available-for-sale. Any unrealized gains or losses, adjusted for deferred income taxes, are reported as part of other comprehensive income within our shareholders’ equity. Consequently, significant temporary changes in their fair value could potentially affect the carrying value of our shareholders’ equity.

The effective weighted average duration of the portfolio as of was 2.19 years and 0.68 years at September 30, 2025 and 2024, respectively, and 0.95 years at December 31, 2024. As of September 30, 2025, the estimated weighted-average credit quality rating of the fixed maturity securities portfolio was A+, at fair value, which was consistent with the average rating for the year-ended December 31, 2024. We have not experienced a material impact when compared to the tabular presentations of our interest rate and market risk sensitive instruments in our prospectus, dated May 7, 2025 filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on May 8, 2025 for the year ended December 31, 2024.


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Critical Accounting Estimates

In order to align with GAAP, preparing financial statements requires us to forecast future events through estimates and assumptions. These projections, along with their underlying assumptions, significantly impact the reported values of assets and liabilities, the disclosure of potential assets and liabilities, and the recorded figures for revenues and expenses. Among the accounting estimates, the accounting estimates discussed below are those that demand judgment, where different decisions could lead to substantial alterations in the reported outcomes. For a detailed discussion of our accounting policies, see our notes to the unaudited condensed consolidated financial statements. Our current critical accounting estimates are:

Liability for unpaid losses and loss adjustment expenses

We set aside reserves, net of estimated subrogation, to provide for the estimated costs of paying losses and LAE under insurance policies we issued. Liability for unpaid losses and LAE represent management’s best estimate of the ultimate cost of settling all outstanding claims, including claims that have been incurred, but not yet reported (“IBNR”) as of a financial statement date. With the assistance of an independent, actuarial firm, we use statistical analysis to establish liabilities for unpaid losses and LAE. We do not discount the liability for unpaid losses and LAE for financial statement purposes. In establishing the liability for unpaid losses and LAE, actuarial judgment is relied upon in order to make appropriate assumptions to estimate a best estimate of ultimate losses. Those estimates are based on our historical information, industry information and estimates of trends that may affect the ultimate frequency of incurred but not reported claims and changes in ultimate claims severity.

We regularly review our reserve estimates and adjust them as necessary as experience develops or as new information becomes known to us. Such adjustments are included in current operations. During the loss settlement period, if we have indications that claims frequency or severity exceeds our initial expectations, we generally increase our reserves for losses and LAE. Conversely, when claims frequency and severity trends are more favorable than initially anticipated, we generally reduce our reserves for losses and LAE once we have sufficient data to confirm the validity of the favorable trends. Even after such adjustments, the ultimate liability may exceed or be less than the revised estimates. Accordingly, the ultimate settlement of losses and the related LAE may vary significantly from the estimate included in our condensed consolidated financial statements.

Reserving for reported claims relies on a detailed assessment of individual risks, understanding the specifics of each claim, and considering the insurance policy terms related to the particular type of loss. Reserving for unreported claims and LAE involves utilizing historical data per line of insurance adjusted to present circumstances. Typically, the reserving process implicitly considers inflation by analyzing costs, trends, and reviewing historical reserving outcomes across several years.

The process of estimating the reserves for losses and LAE requires a high degree of judgment and is subject to several variables. Reserve estimates for our ultimate liability are derived using several different actuarial estimation methods, depending on the type of loss:

•

Loss development method: The loss development method uses actual loss data and the historical development profiles on older underwriting years to project more recent, less developed years to their ultimate position.

•

Frequency/severity methods: These methods are similar to the paid and case incurred loss development methods except that estimates of ultimate claim counts (a measure of claim frequency) and ultimate average severity are derived separately and then multiplied together to provide an estimate of ultimate loss.

•

Incremental cost per closed claim method: This method is similar to the frequency/severity method except that paid severities are selected for each incremental development period, and then are trending using selected short-term and long-term trend factors.


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•

Bornhuetter-Ferguson method: The Bornhuetter-Ferguson method uses as a starting point an assumed initial expected loss ratio and blends in the loss ratio, which is implied by the claims experience to date using benchmark loss development patterns on paid claims data or reported claims data.

•

IBNR-to-case outstanding method: This method requires the estimation of consistent paid and reported (case) incurred loss development patterns and age-to-ultimate factors. These patterns imply a specific expected relationship between IBNR, including both development or known claims (bulk reserve) and losses on a true late reported claims, and reported case incurred losses.

•

DCC development methods: When DCC data is evaluated separately from losses, historical paid and case incurred DCC data may be arranged in a triangular format and projected to ultimate using the same technique as used for losses (i.e., loss development methods). In addition, projections using triangles of ratios of paid DCC-to-paid loss and ratios of paid DCC-to-case incurred losses can be made; those triangles can be constructed using ratios of incremental (e.g. annual) amounts, or ratios of cumulative amounts. Indications that result from projecting these ratios must be multiplied by the ultimate loss selections to arrive at ultimate DCC indications. Similarly, triangles of ratios of paid DCC-to-closed or reported claim counts can be used. The results from projecting these ratios will require multiplication by ultimate claim count selections to arrive at ultimate DCC indications.

Each actuarial methodology requires the selection and application of various parameters and assumptions. The key parameters and assumptions include:

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Loss development factors – These factors are key assumptions in the loss development methods which assume recent accident years will follow the development patterns of prior accident years.

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Initial expected loss ratio selections – The initial expected loss ratio selection is the key assumption in the Bornhuetter-Ferguson methods. The selection was made based on average of development methods loss ratios and selected loss ratio trend.

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Claim count decay ratios – The decay ratio is the key assumption in the projection of ultimate claim counts for catastrophe and non-catastrophe storms.

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Short-term and long-term projected severity trends – These severity trends are the key assumption in projecting severities for accident years in their future development periods.

Our reserves are driven by several important factors, including litigation and regulatory trends, legislative activity, climate change, social and economic patterns and claims inflation assumptions. Our reserve estimates reflect current inflation in legal claims’ settlements and assume we will not be subject to losses from significant new legal liability theories. Our reserve estimates assume that there will not be significant changes in the regulatory and legislative environment. The impact of potential changes in the regulatory or legislative environment is difficult to quantify in the absence of specific, significant new regulation or legislation. In the event of significant new regulation or legislation, we will attempt to quantify its impact on our business, but no assurance can be given that our attempt to quantify such inputs will be accurate or successful.

Our financial status, reported outcomes, and liquidity are susceptible to shifts in critical assumptions determining our loss reserves. While we do not anticipate changes in claim frequency to significantly impact our reserves, fluctuations in the severity of claims could influence these reserves.

These amounts fell within the range of total reserves provided by our independent actuary. As of September 30, 2025, we recorded $13.1 million in case reserves and an additional $350.4 million for IBNR reserves, totaling $363.4 million in reserves, with an added $371.9 million attributable to reinsurance claims payable.

For further detail, see Note 7 – “Liability for Unpaid Losses and Loss Adjustment Expenses” in our notes to the unaudited condensed consolidated financial statements.


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Reinsurance

We follow industry standards by reinsuring a portion of our risks. Reinsurance involves transferring, or “ceding,” a share of the risk exposure from the policies we write to another insurer, known as a reinsurer. If our reinsurers are unable to fulfill their obligations under our reinsurance agreements, we remain accountable for the entire insured loss.

In cases where losses fall within our reinsurance coverage, we document recoverable amounts from our reinsurers for paid losses and an estimation of recoverable amounts on unpaid losses. The reinsurance recoverables on unpaid losses are estimated in a manner consistent with the Company’s estimate of unpaid losses and LAE associated with the insured business, thus fluctuating with changes to our estimates of unpaid losses. The estimation of recoverable amounts from reinsurers on unpaid losses may change in the future, and if there is a change it could adversely affect the amounts stated in our condensed consolidated financial statements.

We estimate uncollectible amounts receivable from reinsurers based on an assessment of factors including the creditworthiness of the reinsurers and the adequacy of collateral obtained, where applicable.

Ceding Commission

A sliding scale ceding commission is a type of contingent fee paid in connection with a reinsurance treaty and is based on the loss experience of the underlying insurance contract. At inception, the commission is estimated, and adjustments are subsequently made as more information becomes available regarding actual loss experience.

In connection with quota share reinsurance arrangements for non-catastrophe losses, the Company receives ceding commissions from the reinsurers to reimburse its direct and indirect acquisitions cost as well as other expenses.

The amount of ceding commissions ultimately received by the Company are contingent upon the amount of premium written and earned and the commission rate is adjusted on a sliding scale based upon loss ratios of the ceded premium. Accordingly, the Company develops estimates of ceding commissions based on an evaluation of historical experience and available information, with subsequent adjustment for true-ups recorded prospectively.

Investments

The Company currently classifies all of its investments in debt securities and short-term investments as available-for-sale and reports them at fair value. Short-term investments consist of investments in interest-bearing assets with original maturities of 12 months or less. The Company records subsequent changes in value through the date of disposition as unrealized holding gains and losses, net of taxes, and includes them as a component of accumulated other comprehensive income until reclassified to earnings upon sale. Realized gains and losses on the sale of investments are determined using the specific-identification method and included in earnings. The Company amortizes any premium or discount on fixed maturities over the remaining maturity period of the related securities using the effective interest method and reports the amortization in net investment income. The Company recognizes dividends and interest income when earned. We have a financial stability rating of “A” (Exceptional) from Demotech, an independent financial firm specializing in evaluating the financial stability of regional and specialty insurers, and whose rating is accepted by major mortgage companies. We do not have a rating from A.M. Best.

Fair Value

In our disclosure of the fair value of our investments, we utilize a hierarchy based on the quality of inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3


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measurements). Adjustments to transaction prices or quoted market prices may be required in illiquid or disorderly markets in order to estimate fair value. The three levels of the fair value hierarchy are described below:

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Level 1 – Valuations based on quoted prices in active markets for identical assets and liabilities;

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Level 2 – Valuations based on observable inputs that do not meet the criteria for Level 1, including quoted prices in inactive markets and quoted prices in active markets for similar, but not identical instruments; and

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Level 3 – Valuations based on unobservable inputs, which are based upon the best available information when external market data is limited or unavailable.

We estimate the fair value of our investments using the closing prices on the last business day of the reporting period, obtained from active markets using independent pricing source. For securities for which quoted prices in active markets are unavailable, we use observable inputs such as quoted prices in inactive markets, quoted prices in active markets for similar instruments, benchmark interest rates, broker quotes and other relevant inputs. Our estimates of fair value reflect the interest rate environment that existed as of the close of business on September 30, 2025 and December 31, 2024. Changes in interest rates subsequent to September 30, 2025 may affect the fair value of our investments.

Investment securities are subject to fluctuations in fair value due to changes in issuer-specific circumstances, such as credit rating, and changes in industry-specific circumstances, such as movements in credit spreads based on the market’s perception of industry risks. In addition, fixed maturities are subject to fluctuations in fair value due to changes in interest rates as a result of governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. A rise in interest rates would decrease the net unrealized holding gains of our investment portfolio, offset by our ability to earn higher rates of return on funds reinvested. Conversely, a decline in interest rates would increase the net unrealized holding gains of our investment portfolio, offset by lower rates of return on funds reinvested. Unrealized gains and losses on our fixed maturity securities are included in accumulated other comprehensive income as a separate component of total shareholders’ equity.

Impairment

Quarterly, the Company performs an assessment of all investments to determine if any are impaired as the result of a credit loss. An investment is impaired when the fair value of the investment declines to an amount less than the cost or amortized cost of that investment. For each fixed-income security in an unrealized loss position, if the intent is to sell the security or if it is more likely than not that the Company will be required to sell the security before recovering the cost or amortized cost basis for reasons such as liquidity needs, contractual or regulatory requirements, the security’s entire decline in fair value is recorded in earnings. If the intent is not to sell the security or it is not more likely than not that the Company will be required to sell the security, the Company will evaluate whether any impairment is attributable to credit-related factors. Such evaluation includes consideration of factors such as:

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Failure of the issuer of the security to make scheduled interest or principal payment;

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Downgrades in the security’s credit rating since acquisition by three or more notches;

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Adverse conditions specifically related to the security, an industry, or geographic area;

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Changes in the financial condition of the issuer of the security; and

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The payment structure of the security and the likelihood of the issuer being able to make payments that increase in the future.

Upon determination of a credit-related impairment, an allowance for credit losses will be recognized and is measured as the amount by which the security’s amortized cost basis exceeds the entity’s best estimate of the


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present value of cash flows expected to be collected. The allowance is limited to the difference between the amortized cost basis and the security’s fair value. Subsequent recovery of any previously recorded impairment will be recognized through reversal of the allowance for credit losses.

Deferred income taxes

We account for taxes under the asset and liability method, under which we record deferred income taxes as assets or liabilities on our balance sheet to reflect the net tax effect of the temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and their respective tax bases. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect to recover or settle those temporary differences. Should a change in tax rates occur, we recognize the effect on deferred tax assets and liabilities in operations in the period that includes the enactment date. Realization of our deferred income tax assets depends upon our generation of sufficient future taxable income.

We recognize the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the condensed consolidated financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant taxing authority. The amount of income tax expense or benefit recorded in future periods will depend on the jurisdictions in which we operate and the tax laws and regulations in effect. The Company is subject to payment of U.S. federal and state income taxes as a corporation.

Recent Accounting Pronouncements

We currently qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Accordingly, we are provided the option to adopt new or revised accounting guidance either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. We have elected to avail ourselves of this extended transition period and, as a result, we will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our IPO; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; and (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

See Note 2 – “Significant Accounting Policies” in our notes to the unaudited condensed consolidated financial statements.

Quantitative and Qualitative Disclosures About Market Risk


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after-tax investment income while ensuring sufficient liquidity to fulfill policyholder obligations. Additionally, we strive to minimize market risk, which encompasses potential economic losses resulting from adverse fluctuations in securities’ prices.

Interest Rate Risk

Interest rate risk is the risk that we will incur economic losses due to adverse changes in interest rates. When market interest rates rise, the fair value of our fixed maturity securities decreases. Conversely, as interest rates fall, the fair value of our fixed maturity securities increases. Credit risk is the potential loss resulting from adverse changes in an issuer’s ability to repay its debt obligations. Credit risk can expose us to potential losses arising principally from adverse changes in the financial condition of the issuers of our fixed maturity securities. We mitigate the risk by primarily investing in fixed-maturity securities that are rated “BBB” (S&P) or higher and diversifying our investment portfolio to avoid concentrations in any single issuer or business sector.

Credit Risk

Credit risk is the potential loss resulting from adverse changes in an issuer’s ability to repay its debt obligations. We have exposure to credit risk as a holder of fixed maturity investments. Credit risk can expose us to potential losses arising principally from adverse changes in the financial condition of the issuers of our fixed maturity securities. We mitigate the risk by primarily investing in fixed-maturity securities that are rated “BBB” (S&P) or higher and diversifying our investment portfolio to avoid concentrations in any single issuer or business sector. Pursuant to our investment policy, only $1.0 million may be invested in below investment grade bonds.


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INDUSTRY

P&C Industry

The P&C insurance industry provides protection for losses as specified by an insurance policy in exchange for premiums paid by the insured. An insurance policy is a contract between an insurance company and an insured under which the insurance company agrees to pay for losses suffered by the insured, or a third-party claimant, that are covered under the contract. The P&C industry encompasses both property insurance, which protects against risks to property such as fire, theft, or other physical damages and are generally “short-tailed” because losses are usually known, reported and paid within a relatively short amount of time after the loss has occurred, and liability insurance, which covers liability for injuries, negligent acts or omissions and are generally “medium to long-tailed” because there can be a significant delay between the occurrence of loss and the time it is settled by the insurer. We focus on property insurance coverage, primarily for single-family homeowners and condominium owners in the state of Florida. As a result, the overwhelming majority of our liabilities for losses and LAE are considered to be “short-tailed” in nature.

The U.S. P&C insurance industry, the largest P&C market in the world, generated approximately $1,057 billion in direct premiums written in 2024, according to S&P Global. The P&C insurance industry’s direct premiums written are closely correlated to gross domestic product (“GDP”) with the P&C industry generally growing in line with GDP growth.

Total United States Direct Premiums Written ($B)

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Source: S&P Global Market Insurance

In the United States, P&C insurance products are written in admitted and non-admitted markets. In the admitted market, insurance rates and forms are generally approved by state regulators and coverages tend to be standardized. Carriers are subject to assessments by state insurance departments and are backed by individual state guaranty funds, up to a limit set by the state. The non-admitted market, also known as the excess and surplus or surplus lines market, focuses on harder-to-place risks that most admitted insurers do not underwrite. Admitted products are often easier for agents and brokers to sell, as they are generally only permitted to place business with non-admitted insurers once coverage has been denied from a specified number of admitted carriers. However, non-admitted carriers can offer more flexible with rates and forms, as they are neither subject to the same degree of regulatory oversight as admitted carriers nor backed by state guaranty funds. AIIC is currently only licensed to write business in the admitted market, and all of our insurance coverages are written on an admitted basis. We currently do not have any plans to expand into the excess and surplus lines market.


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Florida Homeowners Insurance Market

According to S&P Global, the Florida P&C industry grew 2.2 percentage points faster than the U.S. P&C industry from 2014 to 2024:

Total Florida Direct Premiums Written ($B)

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Source: S&P Global Market Insurance

Florida is the second largest homeowners insurance market in the United States, accounting for 10.7% of total United States homeowners direct premiums written as of December 31, 2024, as reported by S&P Global. The Florida homeowners insurance market totaled $18.5 billion of direct premiums written in 2024, up from $10.1 billion in 2019, representing a five-year compound annual growth rate of 12.9%. As of September 30, 2025, approximately 97.1% of our in-force premium covered Florida-based properties.

Florida Homeowners Multi-Peril Direct Premiums Written Growth ($B)

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Source: S&P Global – Homeowners Multi-Peril


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According to the U.S. Census Bureau, Florida was the third most populous state in the United States with 23.4 million residents as of July 1, 2024, and recorded the second fastest population growth rate and second greatest nominal increase in population of all states in the United States from 2023 to 2024. Projections indicate that by 2050, the population is currently expected to grow to approximately 28 million, marking a 20% increase from 2024. We believe this current and expected substantial growth underscores the state’s dynamic expansion and the pivotal role of property ownership and development in its economy.

The migration to Florida continues to surge, driven by factors such as the state’s favorable income tax policies, business-friendly environment, and appealing climate. This influx has led to a heightened demand for single-family and multi-family housing developments, subsequently increasing the need for homeowners and condominium insurance.

AIIC ranks as the seventh largest personal residential carrier in Florida, holding a market share of approximately 5.0% based on policies in-force for personal residential insurance as of September 30, 2025 (fourth excluding Citizens and national carriers) and wrote the fifth most residential policies in Florida (second excluding Citizens and national carriers) during the nine months ended September 30, 2025 according to data compiled by the FLOIR. We believe that with access to additional capital and continued reinsurance support, AIIC will be well-positioned to further penetrate its footprint in Florida’s personal residential insurance market, aligning with the state’s ongoing growth and evolving housing landscape.


Rank	Group Name	Personal Residential PIF		% of Total			Rank	Group Name	Personal Residential In-Force Premium ($MM)		% of Total
1	Citizens		760,435		10	%	1	Citizens	$	2,093		10	%
2	State Farm		634,182		8	%	2	Universal P&C	$	1,586		8	%
3	Universal P&C		561,544		7	%	3	Florida Pen	$	1,554		7	%
4	Assurant		394,617		5	%	4	Slide	$	1,371		7	%
5	Tower Hill		388,362		5	%	5	State Farm	$	1,269		6	%
6	Florida Pen		382,319		5	%	6	Tower Hill	$	1,180		6	%
7	American Integrity		379,879		5	%	7	Homeowners Choice	$	1,045		5	%
8	Slide		345,770		5	%	8	USAA	$	957		5	%
9	USAA		339,240		5	%	9	Frontline	$	938		4	%
10	Frontline		281,926		4	%	10	American Integrity	$	865		4	%
11	Progressive		222,498		3	%	11	Assurant	$	524		3	%
12	Allstate		220,820		3	%	12	Monarch	$	515		2	%
13	Homeowners Choice		214,958		3	%	13	Kin	$	465		2	%
14	Kin		158,691		2	%	14	Security First	$	461		2	%
15	Cabrillo Coastal		146,882		2	%	15	Safepoint	$	460		2	%
16	Security First		146,433		2	%	16	Olympus	$	452		2	%
17	Southern Oak		145,328		2	%	17	Southern Oak	$	412		2	%
18	Safepoint		138,903		2	%	18	Allstate	$	411		2	%
19	Monarch		138,244		2	%	19	Heritage	$	406		2	%
20	American Traditions		129,348		2	%	20	Chubb	$	396		2	%
21	American Modern Home		127,597		2	%	21	Progressive	$	380		2	%
22	Heritage		111,834		2	%	22	Cabrillo Coastal	$	342		2	%
23	Am Fam		107,831		1	%	23	People’s Trust	$	287		1	%
24	AAA		86,635		1	%	24	AAA	$	250		1	%
25	People’s Trust		84,505		1	%	25	American Traditions	$	223		1	%

Florida consistently ranks among the states with the highest average annual premiums for homeowners insurance. Florida homeowners pay annual premiums that are more than double the national average for


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insurance coverage. These higher premiums are due to a number of factors, including the state’s hurricane-prone geographic location, litigation crisis (discussed below) and the accumulation of attritional losses in older structures over time. This is compounded by inflation increasing the cost of claims and the rising costs of catastrophe reinsurance coverage. These factors trickle down to consumers in the form of higher premiums.

Florida’s homeowners insurance market is unique, characterized by regional disparities in premium costs. The statewide average, as reported by the FLOIR, stands at $3,731 as of January 2025. However, this figure is significantly influenced by the high premiums in South Florida’s Tri-County region (Miami-Dade, Broward, and Palm Beach counties), where the average premium reaches $6,316, and Monroe County. In comparison, the average premium for the rest of Florida, excluding these four counties, is $3,153. Our average premium is $2,458, which is significantly lower than both the statewide and regional averages. Our disciplined approach underscores our commitment to serving our customers with cost-effective and reliable coverage. Nationally, the most recent NAIC data indicates a U.S. average premium of $1,411 (2021), which is significantly below that of Florida.

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Source: FLOIR Quarterly and Supplemental Reporting System Market Share Report, NAIC

Because of its location, Florida is exposed to an increased risk of hurricanes, particularly during the Atlantic hurricane season, which spans from June 1 through November 30. Florida has a long history of hurricane activity, including landfalls of major hurricanes (Category 3 or greater) each year and seasons with high levels of activity. In recent years, major Hurricanes Ian (Category 4, 2022), Helene (Category 4, 2024) and Milton (Category 3, 2024) have made landfall in Florida. The 18 major storms or hurricanes to hit Florida since 2021 caused a combined estimated property damage of between $100 billion and $200 billion, excluding damage caused by Hurricanes Helene and Milton in 2024. The possibility of a similar sequence of catastrophe events makes personal residential insurance and claims servicing vitally important to Florida residents.

The Florida personal residential insurance market is complex, highly fragmented and dominated by specialized Florida-focused insurance companies. The Florida personal residential insurance market has a history of dislocation following large storms. For example, Hurricane Andrew in 1992 was responsible for the failure of a number of insurers and caused many national and regional insurers to stop writing or renewing policies in the state. As a result, many homeowners were unable to renew or purchase insurance, and in response, the state established the Florida Residential Property and Casualty Joint Underwriting Association and the Florida Windstorm Underwriting Association as the insurers of last resort, which in 2002 merged to create Citizens. The market share of Citizens generally fluctuates based on market conditions and weather-related claims activity in


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the state of Florida, with periods of elevated catastrophe activity and challenging litigation environments resulting in Citizens increasing its market share (and private insurance carriers reducing their market share) and periods of low catastrophe activity and a stable litigation environment resulting in Citizens’ market share declining (and private insurance carriers’ market share increasing).

Citizens Policies In-force

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Source: Citizens Property Insurance Corporation data as of September 30, 2025

Until recently, Citizens had the highest number of policies in-force for several years of any homeowners insurance carrier in the state of Florida. Citizens is mandated by the Florida legislature to help its policyholders find coverage in the private market to reduce the number of properties insured by Citizens and avoid it from becoming a systematic risk to the Florida insurance market. From time to time, Citizens will contact private market insurers in Florida to solicit interest in assuming policies from Citizens. These “depopulations” or “take-outs” are entirely voluntary for these insurers, who identify which policies they would like to assume based on a number of characteristics including price, geography and the underlying structure. If an insurance company identifies a policy for take-out, it will offer a new premium to charge the policyholder. Generally, policyholders can choose to opt-out unless the renewal premium offered is within 20% of what Citizens currently charges, in which case the take-out is required to be accepted by the insured. Premiums in the private market are typically higher than premiums charged by Citizens, as the private market is keenly focused on generating an underwriting profit and many have stockholders that are expecting an adequate return on their capital.

Prior to Hurricane Andrew, many insurers struggled with securing adequate reinsurance protection. In response, the state formed the FHCF to provide reinsurance for catastrophe losses in Florida, and insurance companies began to embrace advanced catastrophe modeling.

Following Hurricane Andrew in 1992, the state experienced a long period of benign hurricane activity until 2004 and 2005 when some of the largest loss storms in history impacted the state and the Florida insurance market. Following these historic storms, many national carriers significantly reduced their exposure in the state.

As national insurance companies reduced their exposure in Florida, Citizens intensified its endeavors to offer accessible personal residential insurance to those unable to secure coverage from the private market. As Citizens expanded its presence in Florida and incumbent carriers pulled back, new insurers like us entered the market to


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offer additional coverage options to Florida homeowners. Citizens decreased its market share in Florida from a peak of 19.9% in 2011 to 4.9% in 2016, according to S&P Global, driven largely by their depopulation efforts, following another prolonged period with less major hurricane activity in Florida.

Following 2016, the Florida personal residential insurance market experienced a renewed period of dislocation with a number of Florida carriers suffering regulatory receivership following a property insurance litigation crisis, as discussed further below. At the peak of the litigation crisis, Florida was responsible for 79.9% of all homeowners insurance related lawsuits in the United States, based on data from the FLOIR. As a result, Citizen’s market share, as measured by direct premiums written, increased from 4.9% in 2016 to 18.6% by 2023, according to S&P Global.

This litigation crisis was driven by certain legal rulings between 2016 and 2018 that significantly increased costs for insurers, with two particular rulings fundamentally altering the legal landscape:

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Sebo v. American Home Assurance Co. (2016): This ruling replaced the long-established “efficient proximate cause” doctrine with a “concurrent causation” theory. Under this new approach, insurers were required to prove which portion of damage was caused by an excluded peril in cases involving multiple causes, such as wind and wear and tear. Without explicit anti-concurrent causation clauses, this change increased insurers’ exposure to losses and made it more difficult to deny claims involving excluded perils, resulting in a sharp rise in litigation as policyholders and their attorneys leveraged these new rules to maximize recoveries.

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Joyce v. Federated National Insurance Co. (2017): This ruling lowered the burden for plaintiff attorneys to receive fee multiplier awards, allowing contingency fees to significantly exceed the cost of actual repairs. We believe this created a financial incentive for litigation over settlement and left insurers with little recourse, as defense attorneys could not recover fees when claims were unsuccessful. We believe these changes fostered an environment rife with inflated, questionable, and fraudulent claims, further destabilizing the market.

In December 2022, the Florida legislature passed comprehensive reforms to address the root causes of this litigation crisis. Key measures included:

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Eliminating the statutory one-way right to attorneys’ fees for policyholders, removing a key driver of the increased litigation;

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Prohibiting the AOB to third parties under residential property insurance policies;

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Tightening bad faith standards, requiring clearer evidence to substantiate claims including a finding that the insurer breached the insurance contract before a policyholder can file a lawsuit for the failure to settle a property insurance claim;

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Reducing the claims reporting deadline from two years to one year;

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Restricting fee multipliers to only “rare and exceptional” cases; and

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Enhancing the offer of judgment statute to promote faster dispute resolution.

We believe these reforms have had a measurable and immediate impact on the Florida insurance market. According to the FLOIR, lawsuit filings fell 23% in one year, from 65,792 in 2023 to 50,628 in 2024. Furthermore, lawsuit filings declined 38% from a peak of 82,315 in 2021 to 50,628 in 2024. This represents a meaningful decline and a level below what was seen in 2018, when lawsuits spiked to 60,875 due to the litigation crisis. We believe this reduction demonstrates how reforms have successfully curtailed the litigation crisis. Additionally, as evidence of insurers gaining confidence in the positive impact of the reforms and post-reform market conditions, 30 homeowners insurance carriers have filed for a rate decrease and 45 carriers have requested no change or a 0% increase since January 2024. In the wake of reforms, insurers have also reported


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fewer fraudulent claims and lower attritional losses, enabling more consistent and sustainable pricing for both carriers and homeowners in the Florida market.

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Source: FLOIR Legal Service of Process Filings Data

We believe Florida’s property insurance market is moving toward greater stability and affordability due to these targeted reforms. By addressing the root causes of the litigation crisis and implementing more sustainable practices, we believe these legislative changes have improved the availability and affordability of coverage for homeowners across the state.


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BUSINESS

Who We Are

We are a profitable and growing insurance group headquartered in Tampa, Florida. Through our insurance carrier subsidiary, AIIC, we provide personal residential property insurance for single-family homeowners and condominium owners as well as coverage for vacant dwellings and investment properties, predominantly in Florida. Florida represented 94.5% of our policies in-force as of September 30, 2025 and 97.1% of our in-force premium as of September 30, 2025. We are the seventh largest writer of residential property insurance in Florida based on policies in-force (fourth excluding Citizens and national carriers) as of September 30, 2025 and wrote the fifth most residential policies in Florida (second excluding Citizens and national carriers) during the nine months ended September 30, 2025 according to data compiled by the FLOIR, making us a leading specialty residential property insurer in the state.


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historical data, effective use of technology, and a deep understanding of Florida’s regulatory environment – all of which we believe we have developed over our 19-year history writing residential property insurance in Florida. We believe this expertise is transferable and repeatable in other Southeastern coastal states, including South Carolina and Georgia, and we expect to begin writing policies in North Carolina in the fourth quarter of 2025 following regulatory approval. Through active monitoring of local market conditions and prudent risk selection and capital allocation, we seek to be a stable and reliable insurance market for our policyholders and distribution partners, and to consistently deliver best-in-class profitability and value creation for our stockholders.

As of September 30, 2025, we had 406,094 policies in-force. For the year ended December 31, 2024 we produced gross premiums written of $767.7 million, net premiums written of $194.4 million, net income of $39.7 million, and adjusted net income of $39.6 million. For the nine months ended September 30, 2025, we produced gross premiums written of $738.2 million, net premiums written of $74.2 million, net income of $78.8 million, and adjusted net income of $83.4 million. At September 30, 2025, we had total shareholders’ equity of $315.9 million compared to $162.4 million at December 31, 2024. For a reconciliation of underwriting income and adjusted net income to the most directly comparable GAAP measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Business Metrics and Non-GAAP Financial Measures.”

We believe the current Florida residential property insurance market presents substantial attractive opportunities for carriers with specialized underwriting and claims expertise, established distribution relationships, advanced technology, and entrepreneurial leadership. Despite historical market-related disruptions and challenges caused by increasing hurricane catastrophe activity and other severe weather events, a general tort environment related to property insurance that led to increased litigation, and reduced insurance capacity as a result of multiple large national insurance carrier exits, we believe the legislative reforms in Florida enacted in late 2022, in addition to AOB reform, which began in 2019, are proving effective at combating historically rampant property insurance legal system abuse and claims fraud, paving the way for a more stable and resilient property insurance market and greater opportunities for us to profitably underwrite residential property insurance in Florida.

Our Business


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policies written by state-owned insurers such as Citizens and rely on these assumptions to generate new business, we primarily distribute our products through the “Voluntary Market,” meaning we directly underwrite and sell residential property insurance coverage to single family homeowners and condominium owners. We offer our insurance coverages through multiple distribution channels in the Voluntary Market including independent insurance agents, new construction home builder agents, and national insurance carriers that have restricted their writing of residential homeowners insurance policies in Florida and refer business to us.

Writings by Florida County


	As of September 30, 2025
($ in millions) County	PIF⁽¹⁾		% of Total FL PIF⁽¹⁾			Net In-Force Premium		% of Total FL Net In-Force Premium			TIV		% of FL TIV
Polk		26,366		7	%	$	46		5	%	$	13,389		6	%
Lee		25,899		7	%	$	68		8	%	$	14,588		7	%
Orange		25,280		7	%	$	56		6	%	$	13,924		7	%
Duval		22,440		6	%	$	37		4	%	$	11,670		6	%
Hillsborough		20,795		5	%	$	49		6	%	$	12,614		6	%
Pasco		19,470		5	%	$	39		4	%	$	12,472		6	%
Osceola		19,428		5	%	$	40		5	%	$	10,090		5	%
Palm Beach		18,673		5	%	$	72		8	%	$	8,104		4	%
Marion		16,497		4	%	$	24		3	%	$	8,244		4	%
Brevard		13,900		4	%	$	34		4	%	$	7,259		4	%
Volusia		13,159		3	%	$	27		3	%	$	6,981		3	%
Other		162,033		42	%	$	390		44	%	$	87,543		42	%

Total		383,940		100	%	$	884		100	%	$	206,878		100	%

(1)	Consists solely of policies in-force in Florida.


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($ millions)

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Our Competitive Strengths

We believe that our competitive strengths include:

Florida residential property insurance market expertise


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national carriers) during the nine months ended September 30, 2025. We believe we have developed a deep understanding of the risks inherent with underwriting residential property insurance in Florida, cultivated strong relationships with distribution partners, reinsurance partners and regulators, and accumulated robust, proprietary underwriting, claims and loss data over our 19-year history to inform our risk selection and pricing.

Disciplined, analytical and tech-enabled underwriting

Fully integrated in-house claims management to rapidly identify and respond to emerging trends


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believe handling claims in-house allows us to better coordinate between claims and underwriting departments, collect more granular claims data, quickly respond to claims, deliver a consistent agent and insured experience, better control loss and LAE, and implement claims strategies and pursue rate, form, and underwriting actions we believe to be appropriate. We believe our data-driven approach to claims has allowed us to profitably navigate historical loss trends unique to the Florida market, such as losses related to sinkholes, AOBs, roof claims and cast-iron pipe claims. In the case of claims outside of Florida or a catastrophic event in Florida, we supplement internal claims resources by contracting with six large national claims adjusting firms to assist our adjusters with the increased volume of claims to ensure timely responses to our policyholders and to manage claim costs.

When we contract with claims adjusting firms, our in-house claims department oversees and manages the work performed by these firms to ensure claims are being handled to our standards. We believe that our people, systems and organizational structure around our claims management have been a key contributor to our underwriting performance.

Deep relationships with independent insurance agents, national insurance carriers and homebuilder-affiliated insurance agents


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Sophisticated risk transfer program with high-quality third-party reinsurers

Strong balance sheet and capital position

Experienced, entrepreneurial and financially aligned management team with a track record of success in the Florida homeowners insurance market


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Financial Officer, has served in a variety of different roles, including Director, Vice President and Secretary, with us since 2017. Many of our employees and members of our senior management team have worked together to build our Company from a start-up to one of the largest personal residential insurance writers in Florida. Our management team members have a significant equity ownership interest in our business, aligning their financial interests with stockholders. After giving effect to this offering, management will own over 16.1% of the Company’s Common Stock (or 15.7% if the underwriters’ option to purchase additional shares of Common Stock is exercised in full).

Our Strategies

We believe that we will be able to continue to successfully leverage our strengths to execute the following business strategies:

Capitalize on historic recent regulatory reform in Florida by profitably growing new business

We believe we

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American Integrity Insurance Group, Inc. S-1