American Integrity Insurance Group, Inc.

S-11 d63061ds1.htm S-1

As filed with the Securities and Exchange Commission on April 14, 2025.

**Registration No. 333- **

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

American Integrity Insurance Group, LLC

to be converted as described herein to a corporation named

(Exact name of registrant as specified in its charter)

5426 Bay Center Drive, Suite 600

Tampa, FL 33609

(813) 880-7000

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

Robert Ritchie

Chief Executive Officer

5426 Bay Center Drive, Suite 600

Tampa, FL 33609

(813) 880-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Immediately before the effectiveness of this registration statement, American Integrity Insurance Group, LLC intends to convert into a Delaware corporation pursuant to a statutory conversion and change its name to American Integrity Insurance Group, Inc. as described in the section “Corporate Conversion” of the accompanying prospectus. In the accompanying prospectus, we refer to all of the transactions related to our conversion to a corporation as the Corporate Conversion. Unless the context otherwise requires, all references in the accompanying prospectus to the “Company,” “American Integrity,” “we,” “us,” “our” or similar terms refer to American Integrity Insurance Group, LLC and its consolidated subsidiaries before the Corporate Conversion, and American Integrity Insurance Group, Inc. and, where appropriate, its subsidiaries after the Corporate Conversion. Except as disclosed in the prospectus, the consolidated financial statements and selected historical consolidated financial data and other financial information included in this registration statement are those of American Integrity Insurance Group, LLC and its subsidiaries and do not give effect to the Corporate Conversion. Shares of Common Stock of American Integrity Insurance Group, Inc. are being offered by the accompanying prospectus.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED APRIL 14, 2025.

PRELIMINARY PROSPECTUS

Shares

This is American Integrity Insurance Group, Inc.’s initial public offering of its common stock (“Common Stock”). We are offering shares of our Common Stock, and the Selling Stockholders (as defined below) identified in this prospectus are offering shares of Common Stock, for an aggregate of shares of Common Stock being sold by us and the Selling Stockholders in this offering. We will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholders. Prior to this offering, there has been no public market for our Common Stock. We expect that the initial public offering price of our Common Stock will be between $ and $ per share. We have applied to list our Common Stock on the New York Stock Exchange (the “NYSE”) under the symbol “AII.”

See “Risk Factors” beginning on page 23 to read about factors you should consider before buying shares of our Common Stock.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. See “Risk Factors” and “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Neither the Securities and Exchange Commission (“SEC”) nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Sowell Investments Holding Co., LLC and certain non-management members of the Company (the “Selling Stockholders”) have granted the underwriters the option, for a period of 30 days, to purchase up to an additional shares of Common Stock at the initial price to the public less the underwriting discount and commissions. We will not receive any proceeds from the sale of Common Stock by the Selling Stockholders.

The underwriters expect to deliver the shares of Common Stock against payment in New York, New York on or about , 2025.

Prospectus dated , 2025

A Letter from Robert Ritchie, Founder and Chief Executive Officer

The Power of Trust, Resilience, and Vision

Dear Prospective Investors,

When I founded American Integrity in 2006, it wasn’t just about creating a business—it was about fulfilling a mission. In the aftermath of the devastating 2004 and 2005 hurricane seasons, Floridians faced uncertainty as national insurers pulled back. Families were left vulnerable, and the need for a stable, reliable partner became clear.

Starting American Integrity during such a turbulent time might have seemed like an uphill battle, but we were determined to establish an insurance company that would be there for Floridians when they needed it most. We were looking to the future and had strong conviction around the opportunity this turbulence created. We saw where the market needed to go: disciplined underwriting, innovative risk management, and an unwavering commitment to customer service. This vision has guided us every step of the way.

Headquartered in Tampa, Florida, we are a dynamic and thriving insurance group dedicated to safeguarding homes and communities across the Sunshine State. Through our subsidiary, American Integrity Insurance Company of Florida, Inc., we specialize in providing personalized residential property insurance solutions for single-family homeowners and condominium owners.

We have been a stable and disciplined provider of residential insurance coverage in Florida for more than 19 years. Our management team founded our company in 2006 to capitalize on the dislocation in Florida’s residential property insurance market caused by the devastating 2004 and 2005 hurricane seasons. At a time when national insurers were retreating, we stepped forward, building a strong foundation to support homeowners in their time of need.

Today, we are proud to be recognized as the seventh largest writer of residential property insurance in Florida, as measured by direct premiums written as of December 31, 2024, based on data from the FLOIR. Beyond Florida, we have thoughtfully expanded our footprint to include Georgia and South Carolina, reinforcing our commitment to growth and excellence in the southeastern United States.

Building Strength Through Resilience

From the very beginning, our focus was on addressing Florida’s unique challenges. The result is a company that not only provides financial stability but also serves as a lifeline for families during their most challenging moments. At the heart of our operations lies a steadfast commitment to protecting the homes and dreams of our policyholders. Whether it’s crafting tailored insurance solutions or offering peace of mind in the face of natural disasters, we are proud to stand as a leading specialist residential property insurer in Florida, shaping the future of our industry with resilience, integrity, and unwavering dedication.

Our Guiding Principles

At American Integrity, our six corporate values form the foundation of everything we do:

These values not only guide our operations but also shape the culture that makes American Integrity a great place to work and a trusted partner in the industry.

Looking to the Future

The challenges of our industry are significant, from climate change to evolving regulations and economic pressures. Yet, we remain steadfast in our mission to adapt and thrive. With a foundation of trust, a culture of innovation, and a team of dedicated professionals who embody our six corporate values, we’re uniquely positioned to meet the needs of our policyholders today and for generations to come.

Our vision is one of continuous growth and adaptability. With plans for further expansion, investments in technology, and continued focus on employee well-being, we’re building a company that will stand the test of time.

None of this would be possible without the incredible team at American Integrity, the support of our partners, and the trust of our policyholders. Together, we are building more than a company—we’re creating a legacy of protection, resilience, and peace of mind.

Thank you for taking the opportunity to learn about our vision and for your consideration of joining us on this journey. The future is bright, and we couldn’t be more excited to share it with you.

Sincerely,

Robert Ritchie

Founder and Chief Executive Officer

American Integrity Insurance Group