ACIC 8-K
AMERICAN COASTAL INSURANCE Corp (ACIC)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 17, 2026, Sherrill W. Hudson notified American Coastal Insurance Corporation (the "Company") that he will not seek re-election of his position as a member of the Board of Directors (the "Board") of the Company. Mr. Hudson will continue to serve on the Board and Committees through the remainder of his term which will expire as of the date of the 2026 Annual Meeting of Shareholders. Mr. Hudson's decision to not seek re-election to the Board was not the result of any disagreement with the Company or the Board.
The Board has nominated Deirdre A. Brown, CPA, for election by the Shareholders as a Director of the Company at the Company's 2026 Annual Meeting of Shareholders, to fill the vacancy left by Mr. Hudson. Ms. Brown has served as a Director of the Company's insurance subsidiary, American Coastal Insurance Company ("Amcoastal"), since 2024, and is the Chair of the Risk Management Committee. She is a Certified Public Accountant with more than three decades of experience in accounting, internal audit, regulatory affairs, and corporate strategy. Her early career included positions in public accounting and internal audit roles. Ms. Brown's full qualifications will be provided to Shareholders with the Company's 2026 Proxy.
On February 17, 2026, the Company appointed Troy Crawford as the Company's Chief Underwriting Officer. Mr. Crawford has served as Chief Underwriting Office of Amcoastal since January 2025, overseeing underwriting strategy, risk selection, and portfolio performance across Amcoastal's commercial insurance operations. With more than 30 years of experience, Mr. Crawford has led large property and casualty P&L portfolios at leading national and regional carriers, including Nationwide Insurance, The Hartford and Westfield. Mr. Crawford holds both a Bachelor of Arts and a Master of Business Administration from Ohio University and has earned the Chartered Property Casualty Underwriter (CPCU) and Chartered Life Underwriter (CLU) designations. Mr. Crawford will continue to be responsible for the portfolio performance of Amcoastal and will now be responsible for the underwriting functions of the Company.
In connection with Mr. Crawford's appointment as Chief Underwriting Officer, the Company entered into an Employment Agreement with Mr. Crawford (the “Employment Agreement”) on February 17, 2026. The Employment Agreement provides that the Company will employ Mr. Crawford on an at-will basis, for a term that begins on the effective date and continues until the first (1st) anniversary of the effective date. The Employment Agreement will automatically renew for additional one-year terms unless either party provides 30 days' written notice of such party's intent to terminate Mr. Crawford's employment, or unless the Company terminates Mr. Crawford's employment for "cause" or Mr. Crawford resigns for "Good Reason", as such terms are defined in the Employment Agreement. Pursuant to the Employment Agreement, Mr. Crawford will receive an annual base salary and (1) is eligible to receive annual cash bonuses at the discretion of the Board of Directors of the Company, based on achievement of performance goals to be established for the Company's executive management team, and (2) is eligible to participate in other benefits generally available to senior executives of the Company, including equity compensation plans.
The Employment Agreement provides that upon the termination of Mr. Crawford's employment, he will refrain from soliciting any employee and certain former employees of the Company for two years following the termination of Mr. Crawford's employment, unless such employee has not been employed by the Company for more than one year.
The foregoing description does not purport to be a complete description of the Employment Agreement and such description is qualified by reference to the full text of such document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
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Description
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Employment Agreement, dated February 17, 2026, between American Coastal Insurance Corporation and Troy Crawford
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document |
SIGNATURES
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 hereunto duly authorized.
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American Coastal Insurance Corporation |
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February 20, 2026 |
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/s/ B. Bradford Martz |
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B. Bradford Martz, President and Chief Executive Officer (principal executive officer and duly authorized officer) |
As used in this Agreement “Cause” shall only mean (i) any action or omission of the Executive which constitutes a material breach of this Agreement, (ii) willful failure to perform the duties assigned to the Executive by the CEO, the President or the Board, from time to time; (iii) fraud, breach of fiduciary duty, embezzlement or misappropriation as against the Company, or (iv) the conviction (from which no appeal can be taken) of Executive for any criminal act which is a felony. For purposes of this Paragraph 4.1, an act or failure to act shall be considered “willful” only if done or omitted to be done without a good faith reasonable belief that such act or failure to act was in the best interests of the Company. Any termination for Cause pursuant to this Paragraph 4.1 shall be made in
writing to Executive, which notice shall set forth in detail all acts or omissions upon which the Company is relying for such termination.
A resignation shall be for “Good Reason” if and only if Executive resigns because (i) there is a material reduction in Executive’s annual base salary or target bonus opportunity, (ii) a material diminution in Executive’s title, duties or responsibilities, or
(iii) the Company relocates the Executive’s principal work location by more than fifty
(50) miles as of the date of the Agreement. A resignation pursuant to this Paragraph 4.1 shall be effective only if communicated in writing by Executive within sixty (60) days of the initial occurrence of such event. In cases where cure is possible, the Company shall be provided a thirty (30) day period after such notice is given in order to cure the event giving rise to the “Good Reason” resignation. If such circumstances are not cured by the expiration of such cure period, Executive shall provide a notice of resignation that must be effective within ninety (90) days following the end of the cure period.
Upon any termination or resignation pursuant to this Paragraph 4.1, the Company shall pay to the Executive any unpaid Base Salary accrued through the Effective Date of termination specified in such notice. In addition, the Company shall pay any benefits, if any, owed to Executive under any plan provided for Executive under Paragraph 3 hereof in accordance with the terms of such plan as in effect on the date of termination of employment under this Paragraph 4.1. Except as provided above, the Company shall have
no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof).
3.1 hereof up to and including the date of termination of employment;
(i.) In the event of the termination of Executive’s employment under this Paragraph
4.3 without Cause by the Company, then Executive shall be entitled to:
(12) months beginning the day after termination (“Severance Period”). Severance is payable in normal payroll periods through the term of the Severance Period.
employed at the conclusion of the fiscal year determined and paid based on actual performance achieved for the portion of such fiscal year when Executive was employed by the Company. Any such bonus under this section is to be paid in full within ninety days following completion of the fiscal year;
(ii.) In the event Executive’s resignation for Good Reason, as defined above, under this Paragraph 4.3 , then Executive shall be entitled to only (a) (b) and (e) above. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however to the provisions of Paragraph 3.1 hereof).
(i.) Internal business information (including but not limited to information relating to strategy, staffing, financial data, training, marketing, promotional and sales plans and practices, costs, bidding activities and strategies, rate and pricing structures, and accounting and business methods);
(ii.) Identities of, negotiations with, individual requirements of, specific contractual arrangements with, and information about, the Company’s or its Subsidiaries’ suppliers, distributors, customers, investors, partners and/or other business associates, their contact information, and their confidential information;
(iii.) Compilations of data and analyses, underwriting process and parameters, material processes, technical data, specific program information, trade or industrial practices, computer programs, formulae, systems, research, records, reports, manuals, documentation, customer and supplier lists, data and databases relating thereto, and technology and methodology regarding specific projects; and
(iv.) Intellectual Property not generally available to the public, or published by the Company or its Subsidiaries.
Confidential Information shall not include information that: (i) is or becomes public information without breach of this Agreement by Executive; (ii) was in Executive’s
possession (in writing or other recorded form) prior to his employment by the Company with no obligation to maintain confidentiality, as evidenced by written or electronic records; (iii) was received from a third party not under any obligation of confidentiality to the Company; or (iv) is required to be disclosed by Executive by law or a final order of a court or other governmental agency or authority of competent jurisdiction (collectively, “Order”); provided, however, reasonable notice prior to any such disclosure shall be given
to the Company to allow sufficient time for the Company to obtain injunctive relief, a protective order or similar remedy.
“Intellectual Property," or “IP,” shall mean (1) inventions or devices, whether patentable or not; (2) original works of authorship produced by or on behalf of the Company or its Subsidiaries; (3) trade secrets; (4) know-how; and (5) any other intangible property protectable under federal, state or foreign law. Other examples of Intellectual Property include, but are not limited to, patent applications, patents, copyrighted works, technical data, computer software, knowledge of suppliers or business partnerships, documentation, processes, and methods and results of research.
The Executive acknowledges and agrees with the representations of the Company that Confidential Information and IP is proprietary and valuable to the Company, and that any disclosure or unauthorized use thereof may cause irreparable harm and loss to the Company.
The Executive acknowledges and agrees that (1) the nature and periods of restrictions imposed by the covenants contained in this Agreement are fair, reasonable and necessary to protect and preserve for the Company and its Subsidiaries their viability and future revenues; (b) the Company or its Subsidiaries would sustain great and irreparable loss and damage if the Executive were to breach any of such covenants set forth herein; (c) the Company and its Subsidiaries intend to conduct business actively in the entire territory that is the subject of this Agreement (as defined below) and beyond; and (d) the covenants herein set forth are made as an inducement to and have been relied upon by the Company in entering into this Agreement.
The Executive acknowledges and agrees this Agreement is binding on the Executive’s heirs, executors, successors, administrators, representatives and agents.
The Executive agrees to receive and to treat Confidential Information and the knowledge of IP on a confidential and restricted basis and to undertake the following additional obligation with respect thereto:
not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, manager, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of the Company, whether for renumeration or
Notwithstanding the foregoing provisions of this Paragraph, each of the Parties agrees that, prior to commencing litigation under this Agreement, the Parties agree to submit, for a period of sixty
(60) days, to voluntary mediation before a jointly selected neutral third party mediator under the
auspices of JAMS, Atlanta, GA Resolutions Center (or any successor location) or a mutually agreed upon certified mediator in Tampa, FL, pursuant to the procedures of JAMS International Mediation rules or the Florida Rules for Certified and Court-Appointed Mediators, to be conducted in the State of Florida, in either Pinellas or Hillsborough County (however, such mediation or obligation to mediate shall not suspend or otherwise delay any termination or other action of the Parties or affect the Parties’ other rights).
The Parties hereto acknowledge and agree that any party's remedy at law for a breach or threatened breach of any of the provisions of this Agreement would be inadequate and such breach or threatened breach shall be per se deemed as causing irreparable harm to such party. Therefore, in the event of such breach or threatened breach, the Parties hereto agree that, in addition to any available remedy at law, including but not limited to monetary damages, an aggrieved party, shall
be entitled to obtain, and the offending party agrees not to oppose the aggrieved party's request for, equitable relief in the form of specific enforcement, temporary restraining order, temporary or permanent injunction, or any other equitable remedy that may then be available to the aggrieved party.
required by the Executive. To the extent that the terms of this Agreement and any such policy or law conflict, then the terms of such policy or law shall prevail.
[Signatures appear on the following page]
IN WITNESS WHEREOF, this Agreement has been duly signed by the Parties hereto on February 17, 2026.
American Coastal Insurance Corporation
By:
Name: B. Bradford Martz
Title: President & CEO
State of Florida County of Pinellas
Subscribed and sworn to before me this 17th day of February, 2026, by B. Bradford Martz, whom is personally known to me X , or has produced as identification.
Signature of Notary Public State of Florida
Name of Notary Typed, Printed, or Stamped
(NOTARY SEAL)
EXECUTIVE
By:
Name: Troy Crawford
Title: Chief Underwriting Officer
State of Florida County of Pinellas
Subscribed and sworn to before me this 17th day of February, 2026, by Troy Crawford, whom is personally known to me X , or has produced as identification.
Signature of Notary Public State of Florida
Name of Notary Typed, Printed, or Stamped
(NOTARY SEAL)