| (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 | |
