| (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 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
| AMERICAN INTEGRITY INSURANCE GROUP, INC. | ||||||||
Date: November 12, 2025 | By: | /s/ Robert Ritchie | ||||||
| Name: | Robert Ritchie | |||||||
| Title: | Chief Executive Officer | |||||||

Three Months Ended September 30, | |||||||||||
($ in thousands) | 2025 | 2024 | $ Change | % Change | |||||||
Gross premiums written | $ | 239,100 | $ | 160,977 | $ | 78,123 | 48.5% | ||||
Change in gross unearned premiums | (17,151) | 4,384 | (21,535) | (491.2)% | |||||||
Gross premiums earned | 221,949 | 165,361 | 56,588 | 34.2% | |||||||
Ceded premiums earned | (169,950) | (124,897) | (45,053) | 36.1% | |||||||
Net premiums earned | 51,999 | 40,464 | 11,535 | 28.5% | |||||||
Policy fees | 2,805 | 1,928 | 877 | 45.5% | |||||||
Net investment income | 6,906 | 3,757 | 3,149 | 83.8% | |||||||
Net realized gains (losses) on investments | 41 | 18 | 23 | 127.8% | |||||||
Other income | 275 | 376 | (101) | (26.9)% | |||||||
Total Revenues | 62,026 | 46,543 | 15,483 | 33.3% | |||||||
Losses and loss adjustment expenses | 29,652 | 25,017 | 4,635 | 18.5% | |||||||
Policy acquisition expenses | 6,254 | 7,790 | (1,536) | (19.7)% | |||||||
General and administrative expenses | 7,347 | 7,185 | 162 | 2.3% | |||||||
Total Expenses | 43,253 | 39,992 | 3,261 | 8.2% | |||||||
Income before taxes | 18,773 | 6,551 | 12,222 | 186.6% | |||||||
Income tax (benefit) expense | 5,610 | 2,038 | 3,572 | 175.3% | |||||||
Net Income | $ | 13,163 | $ | 4,513 | $ | 8,650 | 191.7% | ||||
Loss ratio(1) | 54.1% | 59.0% | |||||||||
Expense ratio(2) | 24.8% | 35.3% | |||||||||
Combined ratio(3) | 78.9% | 94.3% | |||||||||
Annualized return on equity(4) | 17.0% | 11.9% | |||||||||
Nine Months Ended September 30, | |||||||||||
($ in thousands) | 2025 | 2024 | $ Change | % Change | |||||||
Gross premiums written | $ | 738,245 | $ | 530,061 | $ | 208,184 | 39.3% | ||||
Change in gross unearned premiums | (82,401) | (47,686) | (34,715) | 72.8% | |||||||
Gross premiums earned | 655,844 | 482,375 | 173,469 | 36.0% | |||||||
Ceded premiums earned | (472,275) | (362,109) | (110,166) | 30.4% | |||||||
Net premiums earned | 183,569 | 120,266 | 63,303 | 52.6% | |||||||
Policy fees | 7,976 | 5,656 | 2,320 | 41.0% | |||||||
Net investment income | 15,788 | 10,419 | 5,369 | 51.5% | |||||||
Net realized gains (losses) on investments | 542 | 103 | 439 | 426.2% | |||||||
Other income | 536 | 791 | (255) | (32.2)% | |||||||
Total Revenues | 208,411 | 137,235 | 71,176 | 51.9% | |||||||
Losses and loss adjustment expenses | 71,702 | 58,024 | 13,678 | 23.6% | |||||||
Policy acquisition expenses | 15,642 | 19,695 | (4,053) | (20.6)% | |||||||
General and administrative expenses | 35,287 | 19,224 | 16,063 | 83.6% | |||||||
Total Expenses | 122,631 | 96,943 | 25,688 | 26.5% | |||||||
Income before taxes | 85,780 | 40,292 | 45,488 | 112.9% | |||||||
Income tax (benefit) expense | 7,027 | 8,948 | (1,921) | (21.5)% | |||||||
Net Income | $ | 78,753 | $ | 31,344 | $ | 47,409 | 151.3% | ||||
Loss ratio(1) | 37.4% | 46.1% | |||||||||
Expense ratio(2) | 26.6% | 30.9% | |||||||||
Combined ratio(3) | 64.0% | 77.0% | |||||||||
Annualized return on equity(4) | 43.9% | 29.0% | |||||||||
As of September 30, | ||||||||
($ in thousands) | 2025 | 2024 | % Change | |||||
Policies In-Force | 406,094 | 273,222 | 48.6% | |||||
In-Force Premium | $ | 910,404 | $ | 699,213 | 30.2% | |||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
($ in thousands) | 2025 | 2024 | 2025 | 2024 | |||
Net Income | $13,163 | $4,513 | $78,753 | $31,344 | |||
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) | 1,084 | — | 1,084 | — | |||
Less: | |||||||
Net realized gains on Investments | 41 | 18 | 542 | 103 | |||
Change in tax status(3) | — | — | 9,722 | — | |||
Tax effect(4) | 219 | (4) | 2,683 | (22) | |||
Adjusted net income | $13,987 | $4,499 | $83,364 | $31,263 | |||
Adjusted income allocated to participating securities | — | 194 | 2,190 | 1,350 | |||
Numerator: | |||||||
Adjusted net income available for common shareholders | 13,987 | 4,305 | 81,174 | 29,913 | |||
Denominator: | |||||||
Weighted average common shares outstanding - basic and diluted | 19,573 | 12,904 | 16,446 | 12,904 | |||
Earnings per share: | |||||||
Basic | $0.67 | $0.33 | $4.66 | $2.32 | |||
Diluted | $0.67 | $0.33 | $4.66 | $2.32 | |||
Adjusted earnings per share: | |||||||
Basic | $0.71 | $0.33 | $4.94 | $2.32 | |||
Diluted | $0.71 | $0.33 | $4.94 | $2.32 | |||
Three Months Ended September 30, | |||||
($ in thousands) | 2025 | 2024 | |||
Total Net Premiums Earned | $ | 51,999 | $ | 40,464 | |
Plus: Policy Fees | 2,805 | 1,928 | |||
Total Net Premiums Earned Plus Policy Fees | 54,804 | 42,392 | |||
Losses and Loss Adjustment Expenses, Net | 29,652 | 25,017 | |||
Loss and Loss Adjustment Expense Ratio (% Net Premiums Earned Plus Policy Fees) | 54.1% | 59.0% | |||
Less: | |||||
Current Year Net Catastrophe Losses | — | 10,012 | |||
Prior Year Net Reserve Development | 2,312 | (405) | |||
Underlying Loss and Loss Adjustment Expenses, Net | $ | 27,340 | $ | 15,410 | |
Underlying Loss and Loss Adjustment Expense Ratio (% Net Premiums Earned Plus Policy Fees) | 49.9% | 36.4% | |||
Nine Months Ended September 30, | |||||
($ in thousands) | 2025 | 2024 | |||
Total Net Premiums Earned | $ | 183,569 | $ | 120,266 | |
Plus: Policy Fees | 7,976 | 5,656 | |||
Total Net Premiums Earned Plus Policy Fees | 191,545 | 125,922 | |||
Losses and Loss Adjustment Expenses, Net | 71,702 | 58,024 | |||
Loss and Loss Adjustment Expense Ratio (% Net Premiums Earned Plus Policy Fees) | 37.4% | 46.1% | |||
Less: | |||||
Current Year Net Catastrophe Losses | — | 18,107 | |||
Prior Year Net Reserve Development | 1,195 | (6,762) | |||
Underlying Loss and Loss Adjustment Expenses, Net | $ | 70,507 | $ | 46,679 | |
Underlying Loss and Loss Adjustment Expense Ratio (% Net Premiums Earned Plus Policy Fees) | 36.8% | 37.1% | |||
September 30, 2025 | December 31, 2024 | ||
(unaudited) | |||
Assets | |||
Fixed maturities, available-for-sale, at fair value (amortized cost of $327,571 and $214,505, respectively) | $329,883 | $214,045 | |
Short-term investments (amortized cost of $27,098 and $0, respectively) | 27,098 | — | |
Total investments | 356,981 | 214,045 | |
Cash and cash equivalents | 144,784 | 173,220 | |
Restricted cash | 39,540 | 6,052 | |
Premiums receivable, net | 54,172 | 51,594 | |
Accrued investment income | 3,183 | 2,174 | |
Prepaid reinsurance premiums | 444,042 | 268,254 | |
Reinsurance recoverable, net | 371,882 | 462,097 | |
Property and equipment, net | 6,255 | 1,843 | |
Right-of-use assets – operating leases | 992 | 2,498 | |
Deferred income tax asset, net | 6,655 | — | |
Other assets | 5,194 | 16,368 | |
Total assets | $1,433,680 | $1,198,145 | |
Liabilities and shareholders’ equity | |||
Liabilities: | |||
Unpaid losses and loss adjustment expenses | $363,445 | $475,708 | |
Income tax payable | 1,304 | 11,873 | |
Unearned premiums | 504,281 | 421,881 | |
Reinsurance payable | 177,568 | 56,348 | |
Advance premiums | 20,812 | 6,561 | |
Deferred income tax liability, net | — | 1,122 | |
Long-term debt | 721 | 1,029 | |
Lease liabilities – operating leases | 1,028 | 2,612 | |
Deferred policy acquisition costs, net of unearned ceding commissions | 22,897 | 31,931 | |
Other liabilities and accrued expenses | 25,744 | 26,688 | |
Total liabilities | $1,117,800 | $1,035,753 | |
Shareholders’ equity:(1) | |||
Common stock, $0.001 par value, 100,000,000 shares authorized, 19,576,804 shares issued and outstanding at September 30, 2025 and 12,904,495 shares issued and outstanding at December 31, 2024 | 20 | 13 | |
Additional paid-in capital | 105,821 | 10,274 | |
Accumulated other comprehensive loss, net of taxes | 1,729 | (327) | |
Retained earnings | 208,310 | 152,432 | |
Total shareholders’ equity | 315,880 | 162,392 | |
Total liabilities and shareholders’ equity | $1,433,680 | $1,198,145 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
Revenues: | |||||||
Gross premiums written | $239,100 | $160,977 | $738,245 | $530,061 | |||
Change in gross unearned premiums | (17,151) | 4,384 | (82,401) | (47,686) | |||
Gross premiums earned | 221,949 | 165,361 | 655,844 | 482,375 | |||
Ceded premiums earned | (169,950) | (124,897) | (472,275) | (362,109) | |||
Net premiums earned | 51,999 | 40,464 | 183,569 | 120,266 | |||
Policy fees | 2,805 | 1,928 | 7,976 | 5,656 | |||
Net investment income | 6,906 | 3,757 | 15,788 | 10,419 | |||
Net realized gains (losses) on investments | 41 | 18 | 542 | 103 | |||
Other income | 275 | 376 | 536 | 791 | |||
Total revenues | $62,026 | $46,543 | $208,411 | $137,235 | |||
Expenses: | |||||||
Losses and loss adjustment expenses, net | $29,652 | $25,017 | $71,702 | $58,024 | |||
Policy acquisition expenses | 6,254 | 7,790 | 15,642 | 19,695 | |||
General and administrative expenses | 7,347 | 7,185 | 35,287 | 19,224 | |||
Total expenses | $43,253 | $39,992 | $122,631 | $96,943 | |||
Income before income taxes | 18,773 | 6,551 | 85,780 | 40,292 | |||
Income tax (benefit) expense | 5,610 | 2,038 | 7,027 | 8,948 | |||
Net income | $13,163 | $4,513 | $78,753 | $31,344 | |||
Other comprehensive income: | |||||||
Unrealized holding gains on available-for- sale securities, net of taxes | 774 | 1,043 | 2,463 | 1,230 | |||
Reclassification adjustment for net realized gains, net of taxes | (32) | (14) | (407) | (81) | |||
Total other comprehensive income | 742 | 1,029 | 2,056 | 1,149 | |||
Comprehensive income | $13,905 | $5,542 | $80,809 | $32,493 | |||
Earnings per share:(1) | |||||||
Basic and diluted earnings per share | $0.67 | $0.33 | $4.66 | $2.32 | |||
Weighted average shares outstanding – Basic and diluted | 19,572,595 | 12,904,495 | 16,446,038 | 12,904,495 | |||
Nine Months Ended September 30, | |||
2025 | 2024 | ||
Cash flows provided by (used in) operating activities | |||
Net income | $78,753 | $31,344 | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Stock-based compensation expense | 10,533 | — | |
Amortization and depreciation | 1,545 | 2,117 | |
Deferred income taxes | (7,777) | (1,191) | |
Net realized (gains) | (542) | (103) | |
Changes in operating assets and liabilities: | |||
Premiums receivable | (2,578) | (163) | |
Accrued investment income | (1,009) | (27) | |
Prepaid reinsurance premiums | (175,788) | (117,951) | |
Reinsurance recoverable | 90,215 | (9,234) | |
Other assets | 11,174 | (8,546) | |
Unpaid losses and loss adjustment expense | (112,263) | 38,355 | |
Unearned premiums | 82,400 | 45,502 | |
Reinsurance payable | 121,220 | 700 | |
Advance premiums | 14,251 | (1,426) | |
Income taxes payable (recoverable) | (10,569) | 9,522 | |
Operating lease payments | (1,584) | (1,553) | |
Deferred policy acquisition costs, net unearned ceding commissions | (9,034) | 13,669 | |
Other liabilities and accrued expenses | (944) | (4,807) | |
Net cash provided by (used in) operating activities | 88,003 | (3,792) | |
Cash flows provided by (used in) investing activities | |||
Purchases of property and equipment | (5,036) | (1,214) | |
Proceeds from sales and maturities of fixed maturity securities | 109,475 | 68,890 | |
Purchases of fixed maturity securities | (222,264) | (46,105) | |
Proceeds from sales and maturities of short-term investments | — | 1,943 | |
Purchases of short-term investments | (26,963) | — | |
Net cash from provided by (used in) investing activities | (144,788) | 23,514 | |
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 | (308) | (309) | |
Payments of initial public offering costs | (4,227) | — | |
Net cash from provided by (used in) financing activities | 61,837 | (12,333) | |
Net increase in cash, cash equivalents and restricted cash | 5,052 | 7,389 | |
Cash, cash equivalents and restricted cash at beginning of year | 179,272 | 62,168 | |
Cash, cash equivalents and restricted cash at end of period | $184,324 | $69,557 | |
Supplemental disclosures of cash flow information | |||
Interest paid | 19 | 55 | |
Income taxes paid | 26,275 | 1,000 | |