XZO 8-K
Exzeo Group, Inc. (XZO)
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 8.01 Other Events.
On August 14, 2026, Exzeo Group, Inc. ("Exzeo" or the “Company”) issued a press release announcing that its Board of Directors has authorized a program to purchase up to $25 million of the Company’s common shares, subject to market conditions.
The repurchase program authorizes the Company to repurchase shares for cash periodically in open market purchases, block transactions, privately negotiated transactions, or by other means, including through the use of a trading program intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Act”) and in accordance with applicable securities laws and other restrictions, including Rule 10b-18 under the Act. The timing and total amount of any stock repurchases will be determined at management's discretion and depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices and other considerations. Information regarding share repurchases will be available in the Company’s future periodic reports on Forms 10-Q and 10-K filed with the SEC as required by the applicable rules of the Act. The share repurchase program has a term of one year, does not obligate the Company to acquire a specific number of shares of common stock, and may be canceled or suspended at any time without notice.
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of historical facts included in this release, are forward-looking statements. Words such as "anticipate," "estimate," "expect," "intend," "plan," "confident," "prospects" and "project" and other similar words and expressions are intended to signify forward-looking statements, and these forward-looking statements may include, without limitation, statements regarding the timing and amount of repurchases under the above-described repurchase program and any Rule 10b5-1 plan adopted thereunder. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties, which may include, without limitation, the risk that changes in the trading price of our securities may impact share repurchases; our available cash and liquidity; legal, regulatory, or legislative developments including changes in applicable securities laws or regulations; and the timing, pricing and execution of any repurchases. These and other risks are discussed under the captions entitled "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 26, 2026, with the U.S. Securities and Exchange Commission (“SEC”) and in our other reports and filings made with the SEC from time to time. Should any risks or uncertainties develop into actual events, these developments could have material adverse effects on the Company's business, financial condition and results of operations. Exzeo Group, Inc. disclaims all obligations to update any forward-looking statements.
A copy of the press release is furnished as Exhibit 99.1 to this current Report on Form 8-K.
Item 9.01 Exhibits.
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99.1 |
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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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Exzeo Group, Inc. |
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August 14, 2026 |
By: |
/s/ Brook A. Baker |
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Brook A. Baker |
Exhibit 99.1
Exzeo Authorizes $25 Million Stock Repurchase Program
Tampa, FL - August 14, 2026 – Exzeo Group Inc. (NYSE: XZO) today announced that its Board of Directors has authorized a program to purchase up to $25 million of the company’s common shares, subject to market conditions.
The repurchase program authorizes the company to repurchase shares for cash periodically in open market purchases, block transactions, privately negotiated transactions, or by other means, including through the use of a trading program intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Act”) and in accordance with applicable securities laws and other restrictions, including Rule 10b-18 under the Act. The timing and total amount of any stock repurchases will be determined at management's discretion and depend upon business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices and other considerations. Information regarding share repurchases will be available in the company’s future periodic reports on Forms 10-Q and 10-K filed with the SEC as required by the applicable rules of the Act. The share repurchase program has a term of one year, does not obligate Exzeo to acquire a specific number of shares of common stock, and may be canceled or suspended at any time without notice.
About Exzeo Group, Inc.
Exzeo Group is a leading innovator in technology solutions purpose-built for property and casualty (P&C) insurance carriers, with a strong focus on the expansive homeowners insurance market. Through its completely internally developed “Insurance-as-a-Service” platform, Exzeo delivers a comprehensive suite of digital tools and services that streamline every aspect of carrier and agent operations - from quoting and underwriting to policy administration, claims handling, data analytics, and financial reporting. By integrating advanced technology with deep industry expertise, Exzeo empowers P&C insurers to enhance underwriting precision, drive operational efficiency, and achieve superior performance across the insurance value chain. For more information, please visit exzeo.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of historical facts included in this release, are forward-looking statements. Words such as "anticipate," "estimate," "expect," "intend," "plan," "confident," "prospects" and "project" and other similar words and expressions are intended to signify forward-looking statements, and these forward-looking statements may include, without limitation, statements regarding the timing and amount of repurchases under the above-described repurchase program and any Rule 10b5-1 plan adopted thereunder. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties, which may include, without limitation, the risk that changes in the trading price of our securities may impact share repurchases; our available cash and liquidity; legal, regulatory, or legislative developments including changes in applicable securities laws or regulations; and the timing, pricing and execution of any repurchases. These and other risks are discussed under the captions entitled "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 26, 2026, with the U.S. Securities and Exchange Commission (“SEC”) and in our other reports and filings made with the SEC from time to time. Should any risks or uncertainties develop into actual events, these developments could have material adverse effects on the company's business, financial condition and results of operations. Exzeo Group, Inc. disclaims all obligations to update any forward-looking statements.
Company Contact:
Bill Broomall, CFA
Vice President, Investor Relations
[email protected]
Investor Relations Contact:
Matt Glover
Gateway Group, Inc.
Tel 949-574-3860