American Integrity Selling Stock, No Proceeds for Company

TL;DR

**Insiders are cashing out 3 million shares of AII, and the company isn't getting a dime, signaling a potential top for this Florida insurer.**

AI Summary

American Integrity Insurance Group, Inc. (AII) is conducting a secondary offering of 3,000,000 shares of common stock, with selling stockholders offering an additional 450,000 shares via an over-allotment option. The company will not receive any proceeds from this offering. As of September 30, 2025, AII reported 406,094 policies in-force and gross premiums written of $738.2 million for the nine months ended September 30, 2025. Headquartered in Tampa, Florida, AII is the seventh largest writer of residential property insurance in Florida based on policies in-force, and the fifth largest writer of residential policies during the nine months ended September 30, 2025, excluding Citizens and national carriers. The company was founded in 2006 to address market dislocation after the 2004 and 2005 hurricane seasons. Key risks include Florida's complex regulatory environment and high exposure to catastrophic weather events like hurricanes. The strategic outlook emphasizes specialized underwriting and claims management in the Florida market.

Why It Matters

This S-1 filing signals a significant liquidity event for American Integrity Insurance Group's early investors and executives, including CEO Robert Ritchie, as they offload 3,000,000 shares. For potential investors, the fact that the company receives no proceeds from this offering means no new capital infusion for growth or operations, which could be a red flag regarding future expansion or financial stability. In Florida's highly competitive and volatile property insurance market, where Citizens Property Insurance Corporation plays a major role, this move by insiders could be interpreted as a strategic exit or a belief that the stock has reached a favorable valuation. Competitors will be watching to see if this impacts AII's market position as a leading specialty residential property insurer.

Risk Assessment

Risk Level: high — The risk level is high due to the company's concentrated exposure in Florida, which represented 94.5% of policies in-force and 97.1% of in-force premium as of September 30, 2025. This geographic concentration makes AII highly vulnerable to catastrophic weather events like hurricanes and Florida's distinct, complex regulatory environment, as highlighted in the 'Risk Factors' section on page 21.

Analyst Insight

Investors should exercise extreme caution given that the company will not receive any proceeds from this 3,000,000 share offering by selling stockholders. This suggests a lack of new capital for growth or to buffer against Florida's high-risk insurance market. Consider the implications of insider selling and the company's concentrated geographic risk before investing.

Financial Highlights

debt To Equity

N/A

revenue

$738.2 million

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Executive Compensation

Key Numbers

• 3,000,000 — Shares offered by Selling Stockholders (The number of common stock shares being sold in this offering, from which the company will receive no proceeds.)
• $24.96 — Last reported share price on NYSE (The closing price of AII common stock on November 14, 2025, prior to the S-1 filing.)
• 450,000 — Additional shares for over-allotment option (The maximum number of additional shares underwriters can purchase from Selling Stockholders.)
• 406,094 — Policies in-force (Total active insurance policies as of September 30, 2025, demonstrating the company's scale.)
• $738.2 million — Gross premiums written (Total premiums written for the nine months ended September 30, 2025, indicating revenue generation.)
• 94.5% — Florida policies in-force concentration (Percentage of policies in-force located in Florida as of September 30, 2025, highlighting geographic risk.)
• 97.1% — Florida in-force premium concentration (Percentage of in-force premium derived from Florida as of September 30, 2025, emphasizing revenue concentration.)
• 2006 — Company founding year (The year American Integrity was founded, indicating its operational history in the Florida market.)

Key Players & Entities

• American Integrity Insurance Group, Inc. (company) — Registrant and issuer of common stock
• Robert Ritchie (person) — Chief Executive Officer, Director, and Selling Stockholder
• Steven Smathers (person) — Director and Selling Stockholder
• Sowell Investments Holding Co., LLC (company) — Selling Stockholder
• New York Stock Exchange (regulator) — Listing exchange for AII common stock
• Securities and Exchange Commission (regulator) — Regulatory body for S-1 filing
• Keefe, Bruyette & Woods (company) — Underwriter for the offering
• Piper Sandler (company) — Underwriter for the offering
• William Blair (company) — Underwriter for the offering
• Florida Office of Insurance Regulation (regulator) — Source of market data for Florida insurance

FAQ

Risk Factors

• Catastrophic Weather Events [high — financial]: The company's business is concentrated in Florida, a region highly susceptible to hurricanes and other catastrophic weather events. Such events can lead to significant claims, potentially exceeding reserves and impacting financial stability. For the nine months ended September 30, 2025, 94.5% of policies in-force were in Florida.
• Florida Regulatory Environment [high — regulatory]: Florida has a complex and evolving regulatory environment for property insurance. Changes in regulations, rate approvals, or solvency requirements can adversely affect the company's operations, profitability, and ability to write business. The company was founded in 2006 to address market dislocation after prior hurricane seasons.
• Geographic Concentration Risk [high — market]: The significant concentration of policies in Florida (94.5% of policies in-force and 97.1% of in-force premium as of September 30, 2025) exposes AII to localized economic downturns, regulatory changes, and increased competition within that specific market.
• Reliance on Reinsurance [medium — operational]: AII relies on reinsurance to manage its exposure to catastrophic losses. The availability and cost of reinsurance can fluctuate significantly, impacting the company's underwriting capacity and profitability. Disruptions in the reinsurance market could pose a material risk.
• Competition [medium — market]: The company operates in a competitive market, including large national carriers and state-backed entities like Citizens. As the seventh largest writer in Florida by policies in-force, AII faces pressure on pricing and market share.
• Adequacy of Reserves [medium — financial]: Estimating future claims and setting adequate reserves is a complex process. If actual claims exceed reserves, particularly after a major catastrophe, it could materially and adversely affect financial results and solvency.
• Litigation Risk [low — legal]: As an insurance provider, AII is subject to litigation related to claims, coverage disputes, and other aspects of its business. Adverse legal judgments or settlements could result in significant financial losses.

Industry Context

American Integrity Insurance Group operates in the highly competitive Florida residential property insurance market. This market is characterized by significant exposure to catastrophic weather events, a complex regulatory landscape, and the presence of both private insurers and the state-backed Citizens Property Insurance Corporation. The industry has experienced periods of dislocation, leading to opportunities for specialized insurers like AII, but also inherent volatility.

Regulatory Implications

AII faces substantial regulatory scrutiny within Florida's insurance market. Compliance with state-specific regulations, capital requirements, and rate-setting policies is critical. Changes in these regulations, or the financial health of the state-backed insurer Citizens, can significantly impact AII's operational flexibility and profitability.

What Investors Should Do

1. Assess reinsurance strategy and costs.
2. Monitor Florida regulatory and legislative changes.
3. Evaluate claims handling and reserve adequacy.
4. Consider the impact of the secondary offering.

Key Dates

• 2006-01-01: Company Founded — Established to address market dislocation following the 2004-2005 hurricane seasons, indicating its origin in response to specific market needs.
• 2025-09-30: Policies in-force and Gross Premiums Written Data Cutoff — Provides the most recent operational scale and revenue generation figures available for the nine-month period, showing 406,094 policies and $738.2 million in gross premiums.
• 2025-11-14: Last Reported Share Price — Indicates a pre-offering valuation benchmark of $24.96 per share on the NYSE.

Glossary

Gross Premiums Written

The total amount of premiums AII has billed or charged for policies in effect during a specific period, before deducting reinsurance costs or return premiums. (Key indicator of the company's top-line revenue generation and market penetration.)

Policies in-Force

The total number of insurance policies that are currently active and providing coverage to policyholders. (Measures the company's scale of operations and customer base.)

Selling Stockholders

Existing shareholders of AII who are offering their shares for sale in this offering, rather than the company itself. (Crucial for understanding that the proceeds from this offering will not go to the company, but to these selling shareholders.)

Over-allotment Option

An option granted to underwriters to purchase additional shares from selling stockholders at the offering price, typically to cover excess demand or stabilize the stock price. (Indicates potential for a larger number of shares to be sold (up to 450,000 additional shares).)

Citizens

Citizens Property Insurance Corporation, a state-backed insurer in Florida created to provide coverage to homeowners unable to find it in the private market. (Represents a significant competitor in the Florida market, and its presence influences pricing and market dynamics for private insurers like AII.)

Reinsurance

Insurance purchased by an insurance company from other insurance companies (reinsurers) to reduce the risk of large losses. (Essential for managing catastrophic risk exposure, particularly in a hurricane-prone state like Florida.)

Year-Over-Year Comparison

This S-1 filing represents a secondary offering, meaning the company is not raising new capital. Therefore, direct year-over-year comparisons of financial performance metrics like revenue growth or net income are not applicable from this filing alone. The provided data focuses on the company's current operational scale as of September 30, 2025, highlighting its significant presence in Florida with 406,094 policies in-force and $738.2 million in gross premiums written for the nine-month period. New risks related to the current market conditions and the specifics of this secondary offering are detailed.

Key Financial Figures

• $0.001 — 0,000 shares of common stock, par value $0.001 per share (the "Common Stock"), of Amer
• $24.96 — ice of our Common Stock on the NYSE was $24.96 per share. See " Risk Factors " begin
• $738.2 million — , 2025, our gross premiums written were $738.2 million. 1 Table of Contents Florida has
• $767.7 m — , we produced gross premiums written of $767.7 million, net premiums written of $194.4 m
• $194.4 m — $767.7 million, net premiums written of $194.4 million, net income of $39.7 million, and
• $39.7 m — ritten of $194.4 million, net income of $39.7 million, and adjusted net income of $39.6
• $39.6 million — 9.7 million, and adjusted net income of $39.6 million. For the nine months ended September 30
• $738.2 m — , we produced gross premiums written of $738.2 million, net premiums written of $74.2 mi
• $74.2 m — $738.2 million, net premiums written of $74.2 million, net income of $78.8 million, and
• $78.8 m — written of $74.2 million, net income of $78.8 million, and adjusted net income of $83.4
• $83.4 million — 8.8 million, and adjusted net income of $83.4 million. At September 30, 2025, we had total sh
• $315.9 million — 5, we had total shareholders' equity of $315.9 million compared to $162.4 million at December
• $162.4 million — s' equity of $315.9 million compared to $162.4 million at December 31, 2024. For a reconciliat

Filing Documents

• d60114ds1.htm (S-1) — 4325KB
• d60114dex11.htm (EX-1.1) — 224KB
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• 0001193125-25-284639.txt ( ) — 20978KB
• aii-20250930.xsd (EX-101.SCH) — 1885KB
• d60114ds1_htm.xml (XML) — 3114KB
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RISK FACTORS

RISK FACTORS 21 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 47 DIVIDEND POLICY 49

USE OF PROCEEDS

USE OF PROCEEDS 50

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 51 INDUSTRY 81

BUSINESS

BUSINESS 88 MANAGEMENT 119

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 124 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 134

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND SELLING STOCKHOLDERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND SELLING STOCKHOLDERS 136

DESCRIPTION OF CAPITAL STOCK

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

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. i Table of Contents 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" a

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