AII 8-K
American Integrity Insurance Group, Inc. (AII)
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) May 29, 2025
American Integrity Insurance Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42634 | 33-2925846 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 5426 Bay Center Drive, Suite 600 Tampa, Florida |
33609 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (813) 880-7000
Not Applicable
(Former name or former address, if changed since last report)
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:
| ☐ | 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, $0.001 par value | AII | 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. ☐
Item 7.01 Regulation FD Disclosure.
On May 29, 2025, American Integrity Insurance Group, Inc. (the “Company”) issued a press release concerning the reinsurance program for its insurance subsidiary, American Integrity Insurance Company of Florida, Inc. (“AIICFL”).
A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and 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 it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth in such filing.
Item 8.01 Other Events.
On May 29, 2025, the Company announced that it fully placed its 2025-2026 indemnity based, catastrophe excess-of-loss reinsurance program for its insurance subsidiary, AIICFL, which is effective as of June 1, 2025.
Key points of the 2025-2026 catastrophe reinsurance program include:
| • | The reinsurance program provides third-party coverage of $1.93 billion for a single catastrophic event. The total third-party coverage provided for all occurrences is $2.59 billion, representing an increase of $799 million or 45% over the 2024 treaty. |
| • | The total incurred net consolidated catastrophe reinsurance premiums ceded to third parties are expected to total $433 million for the treaty year, an increase of $96 million, or 28%, over the 2024 treaty year estimate. |
| • | The program includes multi-year indemnity coverage totaling $565 million sourced through new catastrophe bonds issued by Integrity Re III Ltd in 2025. This catastrophe bond issuance was the eighth and largest ILS transaction the Company has sponsored. |
| • | The Company’s net retention is $35 million for each of the first and second events with $10 million retained by AIICFL and an additional $25 million retained by the Company’s segregated cell captive reinsurer. The Company’s net retention for the third and fourth event decreases to $15.8 million and $10 million respectively and is solely with AIICFL. |
| • | Florida Hurricane Catastrophe Fund participation of 90.0%, consistent with the prior year program. |
| • | The entire program is indemnity based, with no parametric covers. All reinsurers participating in the Company’s 2025-2026 catastrophe reinsurance program were rated A- or better by A.M. Best or were required to post collateral up to 100% of all obligations to the Company. |
| • | The increased coverage and net retention associated with the XOL reinsurance program reflects our growth in written premium, exposure and capital. |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, issued May 29, 2025 (furnished pursuant to Item 7.01). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN INTEGRITY INSURANCE GROUP, INC. | ||||||
| Date: May 29, 2025 |
|
By: | /s/ Robert Ritchie | |||
| Robert Ritchie | ||||||
| Chief Executive Officer | ||||||
Exhibit 99.1
American Integrity Insurance Group, Inc. Announces Full
Placement of 2025-2026 CAT XOL Reinsurance Program
TAMPA, Fla., May 29th, 2025 (GLOBE NEWSWIRE) — American Integrity Insurance Group, Inc. (NYSE: AII) (“American Integrity” or the “Company”), a Tampa-based property and casualty insurance holding company, announced today that it has fully placed its 2025-2026 indemnity based, catastrophe excess-of-loss reinsurance program for its insurance subsidiary, American Integrity Insurance Company of Florida, Inc. (“AIICFL”), which is effective as of June 1, 2025.
Robert Ritchie, CEO of American Integrity, commented, “I am pleased to announce the successful completion of our 2025-2026 catastrophe excess of loss reinsurance program. Due to the significant growth in premium and exposure we have experienced in the past year due to our robust voluntary writings and our participation in the fourth quarter 2024 and 2025 Citizens take-out programs, we have increased our reinsurance limit by $799 million to $2.59 billion. The placement is a combination of protection provided by traditional reinsurers, Insurance Linked Securities (“ILS”) investors, the Florida Hurricane Cat Fund and our captive reinsurer.”
Key points of the 2025-2026 catastrophe reinsurance program include:
| • | The reinsurance program provides third-party coverage of $1.93 billion for a single catastrophic event. The total third-party coverage provided for all occurrences is $2.59 billion, representing an increase of $799 million or 45% over the 2024 treaty. |
| • | The total incurred net consolidated catastrophe reinsurance premiums ceded to third parties are expected to total $433 million for the treaty year, an increase of $96 million, or 28%, over the 2024 treaty year estimate. |
| • | The program includes multi-year indemnity coverage totaling $565 million sourced through new catastrophe bonds issued by Integrity Re III Ltd in 2025. This catastrophe bond issuance was the eighth and largest ILS transaction the Company has sponsored. |
| • | The Company’s net retention is $35 million for each of the first and second events with $10 million retained by AIICFL and an additional $25 million retained by our segregated cell captive reinsurer. Our net retention for the third and fourth event decreases to $15.8 million and $10 million respectively and is solely with AIICFL. |
| • | Florida Hurricane Catastrophe Fund participation of 90.0%, consistent with the prior year program. |
| • | The entire program is indemnity based, with no parametric covers. All reinsurers participating in our 2025-2026 catastrophe reinsurance program were rated A- or better by A.M. Best or were required to post collateral up to 100% of all obligations to the Company. |
| • | The increased coverage and net retention associated with the XOL reinsurance program reflects our growth in written premium, exposure and capital. |
Jon Ritchie, President of American Integrity, commented, “We are grateful for the ongoing support of the global catastrophe reinsurance community, who have been essential to Florida’s ability to withstand multiple catastrophic events in recent years.”
About American Integrity Insurance Group, Inc.
American Integrity Insurance Group is one of Florida’s leading providers of residential property insurance, proudly serving more than 383,000 policyholders. Headquartered in Tampa, Florida, the Company continues to set the standard in the industry by empowering homeowners and fostering a culture defined by integrity, resilience, and excellence.
Company Contact:
Ben Lurie, CFO
American Integrity Insurance Group, Inc.
Tel (813) 551-1014
Forward-Looking Statements
This press release contains forward-looking statements. All statements other than statements of historical facts contained in this press release may be forward-looking statements. This release includes forward-looking statements relating to our 2025-2026 catastrophe reinsurance program. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “contemplates,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “targets,” “will,” “would” or the negative of these terms or other similar expressions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these
forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. The risks and uncertainties that could cause our actual results to differ from those expressed or implied herein include, but are not limited to, our ability to write new policies and renew existing ones; our ability to maintain adequate reinsurance programs; legal and regulatory developments in the state of Florida; weather conditions (including the severity and frequency of hurricanes, convective storms, tornadoes, tropical storms, sinkholes, windstorms, hailstorms and other severe weather events); our strategy, expected outcomes, and growth prospects; trends in our operations, industry, and markets; our future profitability, indebtedness, liquidity, access to capital, and financial condition; dependence on investment income and the composition of our investment portfolio; the effects of seasonal trends on our results of operations; the increased expenses associated with being a public company; our ability to remain in compliance with extensive laws and regulations that apply to our business and operations; and other matters described from time to time by us in our filings with the Securities and Exchange Commission, including, but not limited to, those discussed in our prospectus, dated May 7, 2025 filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on May 8, 2025. New risks emerge from time to time. These forward-looking statements are based only on information currently available to us, speak only as of the date hereof and are subject to business and economic risks. We do not undertake any obligation to update or revise the forward-looking statements to reflect events that occur or circumstances that exist after the date on which such statements were made, except to the extent required by law.