| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||||||
|
|
||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
| 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)) | |||||
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered |
||||||||||||
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
| AMERICAN INTEGRITY INSURANCE GROUP, INC. | ||||||||
| Date: February 24, 2026 | By: | /s/ Robert Ritchie | ||||||
| Name: | Robert Ritchie | |||||||
| Title: | Chief Executive Officer | |||||||

Three Months Ended December 31, |
|||||||||||
($ in thousands) |
2025 |
2024 |
$ Change |
% Change |
|||||||
Gross premiums written |
$ |
206,388 |
$ |
237,617 |
$ |
(31,229) |
(13.1)% |
||||
Change in gross unearned premiums |
22,724 |
(37,776) |
60,500 |
(160.2)% |
|||||||
Gross premiums earned |
229,112 |
199,841 |
29,271 |
14.6% |
|||||||
Ceded premiums earned |
(169,760) |
(138,052) |
(31,708) |
23.0% |
|||||||
Net premiums earned |
59,352 |
61,789 |
(2,437) |
(3.9)% |
|||||||
Policy fees |
2,422 |
1,736 |
686 |
39.5% |
|||||||
Net investment income |
5,916 |
3,760 |
2,156 |
57.3% |
|||||||
Net realized gains (losses) on investments |
27 |
16 |
11 |
68.8% |
|||||||
Other income (loss) |
358 |
(183) |
541 |
(295.6)% |
|||||||
Total Revenues |
68,075 |
67,118 |
957 |
1.4% |
|||||||
Losses and loss adjustment expenses |
26,332 |
32,808 |
(6,476) |
(19.7)% |
|||||||
Policy acquisition expenses |
5,804 |
11,837 |
(6,033) |
(51.0)% |
|||||||
General and administrative expenses |
6,661 |
11,727 |
(5,066) |
(43.2)% |
|||||||
Total Expenses |
38,797 |
56,372 |
(17,575) |
(31.2)% |
|||||||
Income before taxes |
29,278 |
10,746 |
18,532 |
172.5% |
|||||||
Income tax expense |
8,409 |
2,349 |
6,060 |
258.0% |
|||||||
Net Income |
$ |
20,869 |
$ |
8,397 |
$ |
12,472 |
148.5% |
||||
Loss ratio(1)
|
42.6% |
51.6% |
|||||||||
Expense ratio(2)
|
20.2% |
37.1% |
|||||||||
Combined ratio(3)
|
62.8% |
88.7% |
|||||||||
Return on equity(4)
|
25.6% |
21.2% |
|||||||||
Year Ended December 31, |
|||||||||||
($ in thousands) |
2025 |
2024 |
$ Change |
% Change |
|||||||
Gross premiums written |
$ |
944,634 |
$ |
767,678 |
$ |
176,956 |
23.1% |
||||
Change in gross unearned premiums |
(59,676) |
(85,462) |
25,786 |
(30.2)% |
|||||||
Gross premiums earned |
884,958 |
682,216 |
202,742 |
29.7% |
|||||||
Ceded premiums earned |
(642,035) |
(500,161) |
(141,874) |
28.4% |
|||||||
Net premiums earned |
242,923 |
182,055 |
60,868 |
33.4% |
|||||||
Policy fees |
10,397 |
7,393 |
3,004 |
40.6% |
|||||||
Net investment income |
21,704 |
14,180 |
7,524 |
53.1% |
|||||||
Net realized gains (losses) on investments |
569 |
119 |
450 |
378.2% |
|||||||
Other income (loss) |
892 |
607 |
285 |
47.0% |
|||||||
Total Revenues |
276,485 |
204,354 |
72,131 |
35.3% |
|||||||
Losses and loss adjustment expenses |
98,034 |
90,832 |
7,202 |
7.9% |
|||||||
Policy acquisition expenses |
21,446 |
31,532 |
(10,086) |
(32.0)% |
|||||||
General and administrative expenses |
41,948 |
30,951 |
10,997 |
35.5% |
|||||||
Total Expenses |
161,428 |
153,315 |
8,113 |
5.3% |
|||||||
Income before taxes |
115,057 |
51,039 |
64,018 |
125.4% |
|||||||
Income tax expense |
15,436 |
11,297 |
4,139 |
36.6% |
|||||||
Net Income |
$ |
99,621 |
$ |
39,742 |
$ |
59,879 |
150.7% |
||||
Loss ratio(1)
|
38.7% |
47.9% |
|||||||||
Expense ratio(2)
|
25.0% |
33.0% |
|||||||||
Combined ratio(3)
|
63.7% |
80.9% |
|||||||||
Return on equity(4)
|
39.9% |
26.8% |
|||||||||
As of December 31, |
||||||||
($ in thousands) |
2025 |
2024 |
% Change |
|||||
Policies In-Force |
421,866 |
356,108 |
18.5% |
|||||
In-Force Premium |
$ |
948,623 |
$ |
875,257 |
8.4% |
|||
Three Months Ended
December 31,
|
Year Ended December 31, |
||||||
($ in thousands) |
2025 |
2024 |
2025 |
2024 |
|||
Net Income |
$20,869 |
$8,397 |
$99,621 |
$39,742 |
|||
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)
|
1,203 |
— |
2,287 |
— |
|||
Less: |
|||||||
Net realized gains on Investments |
27 |
16 |
569 |
119 |
|||
Change in tax status(3)
|
— |
— |
9,722 |
— |
|||
Tax effect(4)
|
247 |
(3) |
2,930 |
(25) |
|||
Adjusted net income |
$21,798 |
$8,384 |
$105,161 |
$39,648 |
|||
Adjusted income allocated to participating securities |
— |
362 |
2,190 |
1,711 |
|||
Numerator: |
|||||||
Adjusted net income available for common
shareholders
|
21,798 |
8,022 |
102,971 |
37,937 |
|||
Denominator: |
|||||||
Weighted average common shares outstanding: |
|||||||
Basic |
19,576,828 |
12,904,495 |
17,235,168 |
12,904,495 |
|||
Diluted |
19,577,036 |
12,904,495 |
17,235,376 |
12,904,495 |
|||
Earnings per share(5):
|
|||||||
Basic |
$1.07 |
$0.62 |
$5.65 |
$2.95 |
|||
Diluted |
$1.07 |
$0.62 |
$5.65 |
$2.95 |
|||
Adjusted earnings per share: |
|||||||
Basic |
$1.11 |
$0.62 |
$5.97 |
$2.94 |
|||
Diluted |
$1.11 |
$0.62 |
$5.97 |
$2.94 |
|||
Three Months Ended December 31, |
|||||
($ in thousands) |
2025 |
2024 |
|||
Net income |
$ |
20,869 |
$ |
8,397 |
|
Average beginning and ending shareholders’ equity(1)
|
326,451 |
158,414 |
|||
Return on equity(2)
|
25.6% |
21.2% |
|||
Adjusted net income (after tax)(3)(4)
|
$ |
21,798 |
$ |
8,384 |
|
Average shareholders’ equity |
326,451 |
158,414 |
|||
Adjusted return on equity(3)(4)
|
26.7% |
21.2% |
|||
Year Ended December 31, |
|||||
($ in thousands) |
2025 |
2024 |
|||
Net income |
$ |
99,621 |
$ |
39,742 |
|
Average beginning and ending shareholders’ equity(1)
|
249,707 |
148,179 |
|||
Return on equity(2)
|
39.9% |
26.8% |
|||
Adjusted net income (after tax)(3)(4)
|
$ |
105,161 |
$ |
39,648 |
|
Average shareholders’ equity |
249,707 |
148,179 |
|||
Adjusted return on equity(3)(4)
|
42.1% |
26.8% |
|||
Three Months Ended December 31, |
|||||
($ in thousands) |
2025 |
2024 |
|||
Total Net Premiums Earned |
$ |
59,352 |
$ |
61,789 |
|
Plus: Policy Fees |
2,422 |
1,736 |
|||
Total Net Premiums Earned Plus Policy Fees |
61,774 |
63,525 |
|||
Losses and Loss Adjustment Expenses, Net |
$ |
26,332 |
$ |
32,808 |
|
Loss and Loss Adjustment Expense Ratio (% Net Premiums
Earned Plus Policy Fees)
|
42.6% |
51.6% |
|||
Less: |
|||||
Current Year Net Catastrophe Losses |
— |
14,084 |
|||
Prior Year Net Reserve Development |
(3,009) |
3,574 |
|||
Underlying Loss and Loss Adjustment Expenses, Net |
$ |
29,341 |
$ |
15,150 |
|
Underlying Loss and Loss Adjustment Expense Ratio (% Net
Premiums Earned Plus Policy Fees)
|
47.5% |
23.8% |
|||
Year Ended December 31, |
|||||
($ in thousands) |
2025 |
2024 |
|||
Total Net Premiums Earned |
$ |
242,923 |
$ |
182,055 |
|
Plus: Policy Fees |
10,397 |
7,393 |
|||
Total Net Premiums Earned Plus Policy Fees |
253,320 |
189,448 |
|||
Losses and Loss Adjustment Expenses, Net |
$ |
98,034 |
$ |
90,832 |
|
Loss and Loss Adjustment Expense Ratio (% Net Premiums
Earned Plus Policy Fees)
|
38.7% |
47.9% |
|||
Less: |
|||||
Current Year Net Catastrophe Losses |
— |
32,192 |
|||
Prior Year Net Reserve Development |
(1,814) |
(3,187) |
|||
Underlying Loss and Loss Adjustment Expenses, Net |
$ |
99,848 |
$ |
61,827 |
|
Underlying Loss and Loss Adjustment Expense Ratio (% Net
Premiums Earned Plus Policy Fees)
|
39.4% |
32.6% |
|||
Three Months Ended December 31, |
|||||
($ in thousands) |
2025 |
2024 |
|||
Total Gross Premiums Earned |
$ |
229,112 |
$ |
199,841 |
|
Plus: Policy Fees |
2,422 |
1,736 |
|||
Total Gross Premiums Earned Plus Policy Fees |
231,534 |
201,577 |
|||
Losses and Loss Adjustment Expenses, Net |
26,332 |
32,808 |
|||
Less: |
|||||
Current Year Net Catastrophe Losses |
— |
14,084 |
|||
Prior Year Net Reserve Development |
(3,009) |
3,574 |
|||
Underlying Loss and Loss Adjustment Expenses, Net |
$ |
29,341 |
$ |
15,150 |
|
Add: |
|||||
Ceded Non-Catastrophe Loss and Loss Adjustment
Expense
|
10,177 |
18,014 |
|||
Gross Underlying Non-Catastrophe Loss and Loss
Adjustment Expenses, Net
|
$ |
39,518 |
$ |
33,164 |
|
Loss and Loss Adjustment Expense Ratio (% Net Premiums
Earned Plus Policy Fees)
|
42.6% |
51.6% |
|||
Gross Underlying Non-Catastrophe Loss and Loss
Adjustment Expense Ratio (% Gross Premiums Earned Plus
Policy Fees)
|
17.1% |
16.5% |
|||
Year Ended December 31, |
|||||
($ in thousands) |
2025 |
2024 |
|||
Total Gross Premiums Earned |
$ |
884,958 |
$ |
682,216 |
|
Plus: Policy Fees |
10,397 |
7,393 |
|||
Total Gross Premiums Earned Plus Policy Fees |
895,355 |
689,609 |
|||
Losses and Loss Adjustment Expenses, Net |
98,034 |
90,832 |
|||
Less: |
|||||
Current Year Net Catastrophe Losses |
— |
32,192 |
|||
Prior Year Net Reserve Development |
(1,814) |
(3,187) |
|||
Underlying Loss and Loss Adjustment Expenses, Net |
$ |
99,848 |
$ |
61,827 |
|
Add: |
|||||
Ceded Non-Catastrophe Loss and Loss Adjustment
Expense
|
52,522 |
55,381 |
|||
Gross Underlying Non-Catastrophe Loss and Loss
Adjustment Expenses, Net
|
$ |
152,370 |
$ |
117,208 |
|
Loss and Loss Adjustment Expense Ratio (% Net Premiums
Earned Plus Policy Fees)
|
38.7% |
47.9% |
|||
Gross Underlying Non-Catastrophe Loss and Loss
Adjustment Expense Ratio (% Gross Premiums Earned Plus
Policy Fees)
|
17.0% |
17.0% |
|||
December 31, 2025 |
December 31, 2024 |
||
Assets |
|||
Fixed maturities, available-for-sale, at fair value (amortized cost of $327,910
and $214,505, respectively)
|
$330,489 |
$214,045 |
|
Short-term investments (amortized cost of $18,121 and $—, respectively) |
18,121 |
— |
|
Total investments |
348,610 |
214,045 |
|
Cash and cash equivalents |
203,902 |
173,220 |
|
Restricted cash |
40,217 |
6,052 |
|
Premiums receivable, net |
45,031 |
51,594 |
|
Accrued investment income |
3,458 |
2,174 |
|
Prepaid reinsurance premiums |
275,093 |
268,254 |
|
Reinsurance recoverable, net |
269,056 |
462,097 |
|
Property and equipment, net |
5,718 |
1,843 |
|
Right-of-use assets – operating leases |
449 |
2,498 |
|
Deferred income tax asset, net |
8,636 |
— |
|
Other assets |
24,904 |
16,368 |
|
Total assets |
$1,225,074 |
$1,198,145 |
|
Liabilities and shareholders’ equity |
|||
Liabilities: |
|||
Unpaid losses and loss adjustment expenses |
$266,591 |
$475,708 |
|
Income tax payable |
2,680 |
11,873 |
|
Unearned premiums |
481,557 |
421,881 |
|
Reinsurance payable |
78,526 |
56,348 |
|
Advance premiums |
11,752 |
6,561 |
|
Deferred income tax liability, net |
— |
1,122 |
|
Long-term debt |
618 |
1,029 |
|
Lease liabilities – operating leases |
458 |
2,612 |
|
Deferred policy acquisition costs, net of unearned ceding commissions |
12,902 |
31,931 |
|
Other liabilities and accrued expenses |
32,968 |
26,688 |
|
Total liabilities |
$888,052 |
$1,035,753 |
|
Shareholders’ equity:(1)
|
|||
Common stock, $0.001 par value, 100,000,000 shares authorized, 19,579,009
shares issued and outstanding at December 31, 2025 and 12,904,495 shares
issued and outstanding at December 31, 2024
|
20 |
13 |
|
Additional paid-in capital |
105,896 |
10,274 |
|
Accumulated other comprehensive income (loss), net of taxes |
1,928 |
(327) |
|
Retained earnings |
229,178 |
152,432 |
|
Total shareholders’ equity |
337,022 |
162,392 |
|
Total liabilities and shareholders’ equity |
$1,225,074 |
$1,198,145 |
Three Months Ended December 31, |
Year Ended December 31, |
||||||
2025 |
2024 |
2025 |
2024 |
||||
Revenues: |
|||||||
Gross premiums written |
$206,388 |
$237,617 |
$944,634 |
$767,678 |
|||
Change in gross unearned premiums |
22,724 |
(37,776) |
(59,676) |
(85,462) |
|||
Gross premiums earned |
229,112 |
199,841 |
884,958 |
682,216 |
|||
Ceded premiums earned |
(169,760) |
(138,052) |
(642,035) |
(500,161) |
|||
Net premiums earned |
59,352 |
61,789 |
242,923 |
182,055 |
|||
Policy fees |
2,422 |
1,736 |
10,397 |
7,393 |
|||
Net investment income |
5,916 |
3,760 |
21,704 |
14,180 |
|||
Net realized gains (losses) on investments |
27 |
16 |
569 |
119 |
|||
Other income (loss) |
358 |
(183) |
892 |
607 |
|||
Total revenues |
$68,075 |
$67,118 |
$276,485 |
$204,354 |
|||
Expenses: |
|||||||
Losses and loss adjustment expenses, net |
$26,332 |
$32,808 |
$98,034 |
$90,832 |
|||
Policy acquisition expenses |
5,804 |
11,837 |
21,446 |
31,532 |
|||
General and administrative expenses |
6,661 |
11,727 |
41,948 |
30,951 |
|||
Total expenses |
$38,797 |
$56,372 |
$161,428 |
$153,315 |
|||
Income before income taxes |
29,278 |
10,746 |
115,057 |
51,039 |
|||
Income tax expense |
8,409 |
2,349 |
15,436 |
11,297 |
|||
Net income |
$20,869 |
$8,397 |
$99,621 |
$39,742 |
|||
Other comprehensive income: |
|||||||
Unrealized holding gains on available-for-
sale securities, net of taxes
|
221 |
(428) |
2,680 |
802 |
|||
Reclassification adjustment for net
realized gains, net of taxes
|
(21) |
(13) |
(425) |
(94) |
|||
Total other comprehensive income |
200 |
(441) |
2,255 |
708 |
|||
Comprehensive income |
$21,069 |
$7,956 |
$101,876 |
$40,450 |
|||
Earnings per share:(1)
|
|||||||
Basic earnings per share |
$1.07 |
$0.62 |
$5.65 |
$2.95 |
|||
Diluted earnings per share |
$1.07 |
$0.62 |
$5.65 |
$2.95 |
|||
Weighted average shares outstanding –
Basic
|
19,576,828 |
12,904,495 |
17,235,168 |
12,904,495 |
|||
Weighted average shares outstanding –
Diluted
|
19,577,036 |
12,904,495 |
17,235,376 |
12,904,495 |
|||
For the Years Ended
December 31,
|
|||
2025 |
2024 |
||
Cash flows provided by (used in) operating activities |
|||
Net income |
$99,621 |
$39,742 |
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
|||
Stock-based compensation expense |
10,609 |
— |
|
Amortization and depreciation |
2,280 |
2,841 |
|
Deferred income taxes |
(10,525) |
(2,110) |
|
Net realized (gains) |
(569) |
(119) |
|
Unrealized gain (through OCI) |
— |
— |
|
Changes in operating assets and liabilities: |
|||
Premiums receivable |
6,563 |
(14,825) |
|
Accrued investment income |
(1,284) |
(479) |
|
Prepaid reinsurance premiums |
(6,839) |
(42,324) |
|
Reinsurance recoverable |
193,041 |
(136,807) |
|
Other assets |
(8,537) |
(7,981) |
|
Unpaid losses and loss adjustment expense |
(209,117) |
196,316 |
|
Unearned premiums |
59,676 |
88,079 |
|
Reinsurance payable |
22,178 |
(4,713) |
|
Advance premiums |
5,191 |
(4,132) |
|
Income taxes payable (recoverable) |
(9,193) |
12,640 |
|
Operating lease payments |
(2,279) |
(2,083) |
|
Deferred policy acquisition costs, net unearned ceding commissions |
(19,029) |
31,931 |
|
Other liabilities and accrued expenses |
6,405 |
(7,067) |
|
Net cash provided by operating activities |
138,192 |
148,909 |
|
Cash flows provided by (used in) investing activities |
|||
Purchases of property and equipment |
(5,017) |
(1,307) |
|
Proceeds from sales and maturities of fixed maturity securities |
120,267 |
83,223 |
|
Purchases of fixed maturity securities |
(232,488) |
(103,242) |
|
Proceeds from sales and maturities of short-term investments |
15,144 |
1,957 |
|
Purchases of short-term investments |
(32,985) |
— |
|
Net cash used in investing activities |
(135,079) |
(19,369) |
|
Cash flows provided by (used in) financing activities |
|||
Proceeds from initial public offering, net of underwriting discounts and commissions |
93,000 |
— |
|
Payments on tax withheld on vesting of restricted stock awards |
(3,753) |
— |
|
Cash distributions to members(1)
|
(22,875) |
(12,024) |
|
Repayment of long-term debt |
(411) |
(412) |
|
Payments of initial public offering costs |
(4,227) |
— |
|
Net cash from provided by (used in) financing activities |
61,734 |
(12,436) |
|
Net increase in cash, cash equivalents and restricted cash |
64,847 |
117,104 |
|
Cash, cash equivalents and restricted cash at beginning of year |
179,272 |
62,168 |
|
Cash, cash equivalents and restricted cash at end of period |
$244,119 |
$179,272 |
|
Supplemental disclosures of cash flow information |
|||
Interest paid |
$27 |
$65 |
|
Income taxes paid |
$35,335 |
$1,000 |
|
