8-K

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): September 19, 2022

Hippo Holdings Inc.

(Exact Name of Registrant as Specified in Its Charter)

150 Forest Avenue

Palo Alto, California 94301

650 294-8463

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K 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:

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 8.01 Other Events.

On September 19, 2022, Hippo Holdings Inc. (the “Company” or “Hippo”) issued a press release announcing that its Board of Directors (the “Board”) has approved a 1-for-25 reverse stock split and a corresponding reduction in authorized shares of capital stock.

Such reverse stock split and corresponding authorized share reduction is expected to be effected on September 29, 2022, with shares to begin trading on a split-adjusted basis at market open on September 30, 2022. In connection with the reverse stock split, every 25 shares of Hippo common stock issued and outstanding as of the effective date will be automatically converted into one share of Hippo common stock. The Company’s stockholders will be entitled to receive cash in lieu of any fractional shares they would otherwise be entitled to receive in the reverse stock split.

A copy of the press release announcing these matters is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

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.

Date: September 19, 2022

Document

Hippo to Complete 1 for 25 Reverse Stock Split

Palo Alto, Calif, September 19, 2022 (BUSINESS WIRE) -- Hippo Holdings Inc. (NYSE: HIPO), the home insurance group focused on proactive home protection, today announced that its Board of Directors has unanimously approved a 1-for-25 reverse stock split of the company’s common stock. The company’s common stock is expected to begin trading on a split-adjusted basis when the markets open on Friday, September 30, 2022, under the existing trading symbol “HIPO” and new CUSIP number: 433539 202.

Upon the effectiveness of the reverse stock split, every 25 shares of the Company's issued and outstanding common stock will automatically be converted into one share of issued and outstanding common stock. No fractional shares will be issued as a result of the reverse stock split. Instead, stockholders who otherwise would be entitled to receive fractional shares of common stock will be entitled to receive cash. The reverse stock split affects all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's outstanding common stock, except for adjustments that may result from the treatment of fractional shares.

About Hippo

Hippo is protecting the joy of homeownership, helping to safeguard customers’ most important financial asset by harnessing the power of real-time data, smart home technology, and a growing suite of home services to deliver proactive home protection.

Hippo Holdings Inc.’s (NYSE: HIPO) operating subsidiaries include Hippo Insurance Services, Hippo Home Care, First Connect Insurance Services, Spinnaker Insurance Company, Spinnaker Specialty Insurance Company, and Mainsail Insurance Company. Hippo Insurance Services is a licensed property casualty insurance agent with products underwritten by various affiliated and unaffiliated insurance companies. For more information, including licensing details, visit http://www.hippo.com.

Investors: Cliff Gallant, VP of Investor Relations investors@hippo.com

Press:

Mark Olson press@hippo.com

Forward-looking statement safe harbor

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, the company’s intention to complete a reverse stock split and the expected timing thereof. These statements are based on the current expectations of Hippo’s management and are not predictions of actual performance. Actual events and circumstances are subject to risks and uncertainties, are difficult or impossible to predict and will differ from assumptions, and many actual events and circumstances are beyond the control of Hippo. . If any of these risks materialize or our assumptions prove incorrect, actual events and timing could differ materially from the events and timing implied by these forward-looking statements. There may be additional risks and uncertainties that Hippo does not presently know, or that Hippo currently believes are immaterial, that could also cause actual events and timing to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Hippo’s expectations, plans, or forecasts of future events and views as of the date of this press release. Hippo anticipates that subsequent events and developments will cause Hippo’s assessments to change. However, while Hippo may elect to update these forward-looking statements at some point in the future, Hippo specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Hippo’s assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.