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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 7, 2025

 

 

Exzeo Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Florida   001-42937   85-2578837

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

1000 Century Park Drive

Tampa, Florida 33607

(Address of Principal Executive Offices)

(813) 776-1000

(Registrant’s Telephone Number, Including Area Code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.001   XZO   New York Stock Exchange

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

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒ The information contained below under Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 incorporated therein by reference, is incorporated into this Item 2.02.

 

 
 


Item 2.02

Results of Operations and Financial Condition

Such information is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 7.01.

Regulation FD Disclosure.

On November 7, 2025, HCI Group, Inc. (“HCI”), the controlling shareholder of Exzeo Group, Inc. (“Exzeo”), filed with the Securities and Exchange Commission (the “Commission”) its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Q3 10-Q”). Note 15 “Segment Information” in the notes to HCI’s Consolidated Financial Statements (unaudited) for the quarter ended September 30, 2025, set forth in the Q3 10-Q includes select financial information of Exzeo for the three and nine months ended September 30, 2025 and 2024, which information is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Such Exzeo financial information was prepared in accordance with an insurance company presentation format for HCI’s reporting purposes. Exzeo has not yet released its financial statements for the three and nine months ended September 30, 2025 and 2024, and will do so in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, which it intends to file with the Commission within 45 days following the effective date of its Registration Statement on Form S-1, as required by applicable rules and regulations of the Commission.

The information contained in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. These statements relate, among other things, to expectations regarding the timing of filing Exzeo’s reports pursuant to the Exchange Act. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “confident,” “prospects” and “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to various risks and uncertainties. Some of these risks and uncertainties are identified in the company’s filings with the Securities and Exchange Commission. Should any risks or uncertainties develop into actual events, these developments could have material adverse effects on the company’s business, financial condition and results of operations. Exzeo disclaims all obligations to update any forward-looking statements.

 

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit

No.

  

Description

99.1    Select Financial Information of Exzeo for the three and nine months ended September 30, 2025 and 2024.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 7, 2025.

 

EXZEO GROUP, INC.
By:  

/s/ Brook Baker

 

Name: Brook Baker

Title:  General Counsel

EX-99.1 2 d63298dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Select Financial Information of Exzeo Group, Inc.

The following tables present segment information of Exzeo Group, Inc. (“Exzeo”) contained in the notes to the consolidated financial statements (unaudited) of HCI Group, Inc. (“HCI”) for the three and nine months ended September 30, 2025 and 2024 set forth in HCI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 filed with the Securities and Exchange Commission on November 7, 2025. The segment results presented below are figures disclosed within HCI’s segment reporting within the “Exzeo Group” segment. Accordingly, they may differ from the results that will be presented in Exzeo’s standalone consolidated basis and may reflect differences in classification or rounding, as well as differences due to consolidated level true-up adjustments and presentation differences. All intercompany accounts and transactions among Exzeo and its consolidated subsidiaries are eliminated in the results below.

 

     Three Months Ended,
September 30,
    Nine Months Ended,
September 30,
 
     2025      2024     2025      2024  

Revenue:

          

Net income from investment portfolio

   $ 1,101      $ 197     $ 2,262      $ 339  

Other

     55,167        28,593       163,665        89,415  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total revenue

     56,268        28,790       165,927        89,754  
  

 

 

    

 

 

   

 

 

    

 

 

 

Expenses:

          

Other policy acquisition expenses

     10,071        9,090       32,812        27,800  

Stock-based compensation expense

     730        1,471       2,159        2,828  

Interest expense

            15              3,321  

Depreciation and amortization

     758        655       2,197        1,926  

Personnel and other operating expenses

     16,354        11,733       47,320        34,423  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total expenses

     27,913        22,964       84,488        70,298  
  

 

 

    

 

 

   

 

 

    

 

 

 

Income before income taxes

   $ 28,355      $ 5,826     $ 81,439      $ 19,456  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total revenue from non-affiliates

   $ 1,101      $ (336   $ 4,012      $ 839