Exzeo Group, Inc.
For the period ended Sep 30, 2025. Filed Dec 11, 2025.
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Sep 30, 2025 · Filed Dec 11, 2025
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Notes to Consolidated Financial Statements
(amounts in thousands, except share and per share amounts, unless otherwise stated)
Note 1. Nature of Operations
Exzeo Group, Inc. (''Exzeo'') is a majority owned subsidiary of HCI Group, Inc. ("HCI"). On February 27, 2025, Exzeo filed articles of amendment to its Third Amended and Restated Articles of Incorporation changing its name from TypTap Insurance Group, Inc. to Exzeo Group, Inc. Exzeo and its consolidated subsidiaries (collectively, the "Company") provide turnkey insurance technology and operations solutions to the property and casualty ("P&C") insurance industry. The Company's proprietary Insurance-as-a-Service ("IaaS") software platform combines configurable applications and advanced data-analytics tools that support core insurance functions such as underwriting, policy and claims management, geospatial visualization, and financial and regulatory reporting. The Company's revenues are typically based on a percentage of premiums written or managed through its platform, together with other fixed or usage-based fees pursuant to its service and technology arrangements, enabling customers to scale efficiently while aligning costs with volume. The Company's current customers primarily consist of related-party insurance carriers and affiliates of HCI, for which the Company provides insurance administration, technology, and claims management services (collectively referred to as "customers").
The Company provides operational services through Exzeo Insurance Services, Inc. ("EIS"), a wholly owned subsidiary of Exzeo, which performs end-to-end policy administration including underwriting support, application processing, policyholder servicing, premium collection and claims administration. The Company also operates Dark Horse Re, LLC ("Dark Horse"), a reinsurance broker subsidiary that arranges and negotiates reinsurance contracts for insurance carriers. Software development and data analytics capabilities are supported by Exzeo USA, Inc. and Cypress Tech Development Company, Inc. ("Cypress Tech"), both of which are subsidiaries that design and maintain components of the Company's technology infrastructure. Cypress Tech also owns Exzeo Software Private Limited ("Exzeo India"), a wholly owned subsidiary domiciled in India, which provides research and development and technical support services to Exzeo and its other subsidiaries.
Prior to July 1, 2024, the Company also operated a P&C insurance business through its subsidiary TypTap Insurance Company ("TTIC"). On July 1, 2024, Exzeo transferred all 2,500,000 outstanding shares of TTIC to HCI in exchange for the settlement of promissory notes, a transaction accounted for as a common control transfer. Refer to Note 3. Discontinued Operations for additional information.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. The Consolidated Financial Statements include the accounts of the Company's controlled subsidiaries and all intercompany balances and transactions have been eliminated.
Certain information and footnote disclosures normally included in annual audited Consolidated Financial Statements prepared in accordance with GAAP have been condensed or omitted in this interim presentation. In the opinion of management, the accompanying unaudited interim Consolidated Financial Statements reflect all normal recurring adjustments necessary for a fair statement of the Company's financial position as of September 30, 2025, and the results of operations and cash flows for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of results expected for the fiscal year ending December 31, 2025. These unaudited interim Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and related notes included in the Company's Registration Statement on Form S-1, as amended (File No. 333-290500), filed with the SEC on October 16, 2025. There have been no material changes to the Company's significant accounting policies from those described in the audited financial statements.
In preparing these unaudited interim Consolidated Financial Statements, management is required to make judgments, assumptions, and estimates that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures at the financial reporting date and throughout the periods being reported upon. Certain estimates result from judgments that can be subjective and complex and consequently actual results may differ from these estimates. Accounting policies specific to revenue recognition, income taxes, redeemable preferred stock, the fair value measurement related to the TTIC sale, the modification of HCI warrants, and stock-based compensation involve significant judgments and estimates that are material to the Company's unaudited interim Consolidated Financial Statements.
Fair Value Measurements
The Company applies fair value measurements for certain financial assets and liabilities in accordance with a hierarchical framework that prioritizes inputs into three levels:
Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Other inputs that are observable for the asset, either directly or indirectly, such as quoted prices for identical assets that are not observable throughout the full term of the asset.
Level 3: Inputs that are unobservable.
The Company's financial assets measured at fair value on a recurring basis consist solely of cash and cash equivalents, which primarily include money market funds and certificates of deposit. These instruments are classified as Level 1 within the fair value hierarchy as they are valued using quoted market prices in active markets.
The carrying amounts of cash and cash equivalents approximate fair value due to their short maturities and high liquidity. As of September 30, 2025, and December 31, 2024, the Company did not have any financial assets or liabilities measured at fair value on a non-recurring basis.
Recent Accounting Pronouncements
Accounting Standards Adopted in the Current Year
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-09 -Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09") to enhance the transparency of income tax disclosures. The ASU requires expanded disclosure of the income tax rate reconciliation and additional information about income taxes paid. ASU 2023-09 is effective for fiscal years starting after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 on a prospective basis effective January 1, 2025, which will result in enhanced income tax disclosures beginning with the audited Consolidated Financial Statements for the year ending December 31, 2025.
Accounting Standards Issued but Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03 - Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses ("ASU 2024-03") which enhances disclosure requirements for public entities by requiring the disaggregation of certain expense captions presented within the income statement, including employee compensation and intangible asset amortization. This ASU also requires entities to reconcile each affected income statement caption to the aggregate amount of the separately disclosed expense categories with any remaining difference described qualitatively as "other items". In March 2025, the FASB issued ASU No. 2025-01 Codification Amendments in Response to the SEC's Adoption of Rules Related to the Disaggregation of Income Statement Expenses ("ASU 2025-01"), which clarifies transition provisions but does not change the underlying disclosure requirements. ASU 2024-03 and ASU 2025-01 are effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the potential impact of these updates on certain disclosures.
In July 2025, the FASB issued ASU No. 2025-05 -Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets("ASU 2025-05"). This update simplifies the estimation of current expected credit losses on current accounts receivable and current contract assets related to revenue from contracts with customers by allowing all entities to assume that current conditions as of the balance sheet date will not change for the remaining life of the current accounts receivable and current contract assets. ASU 2025-05 is effective for all entities for fiscal years and interim periods beginning after December 15, 2025. Early adoption is permitted. The Company is evaluating the potential impact of this ASU and does not expect adoption of ASU 2025-05 to have a material impact on its Consolidated Financial Statements.
In September 2025, the FASB issued ASU No. 2025-06 Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software("ASU 2025-06"). This update enhances guidance on the capitalization of software development costs by eliminating project phase-based criteria and clarifying the conditions signifying significant development uncertainty used by entities to evaluate when the probable-to-complete recognition threshold is met. ASU 2025-06 is effective for all entities for fiscal years and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the potential impact of this ASU on its Consolidated Financial Statements.
Note 3. Discontinued Operations
Sale of TTIC
On July 1, 2024, the Company entered into a Stock Purchase Agreement (the "Purchase Agreement") with HCI. Pursuant to the Purchase Agreement, the Company transferred to HCI all 2,500,000 issued and outstanding shares of TTIC's $1.00 par value common stock. In exchange, HCI agreed to treattwo promissory notes previously issued by the Company, with an aggregate principal balance of $117,994, as fully repaid. HCI also agreed to treat $37,006 of the Company's $40,000 2.0% promissory note due June 1, 2025 as repaid. The remaining principal balance on that note was reduced from $40,000 to $2,994 and subsequently fully repaid in November 2024. The aggregate principal amount of promissory notes deemed repaid pursuant to the Purchase Agreement was $155,000.
Because the transaction occurred between entities under common control and did not result in a change in control of TTIC, it was accounted for as a common control transaction and recognized as an equity transaction. In connection with the completion of the sale, the Company recognized an $884 decrease in stockholders' equity, representing the difference between the consideration received of $155,000 and the $155,884 carrying value of TTIC's net assets as of the sale date.
TTIC Transaction Summary
The major classes of TTIC's assets and liabilities transferred are as follows:
| Assets | |
|---|---|
| Cash and cash equivalents | $58,774 |
| Premiums receivable, net | 18,835 |
| Reinsurance recoverable, net | 112,242 |
| Deferred policy acquisition costs | 23,133 |
| Prepaid reinsurance premiums | 17,899 |
| Investments | 333,364 |
| Other assets | 37,736 |
| Total assets | $601,983 |
| Liabilities | |
| Losses and loss adjustment expenses | $231,057 |
| Unearned premiums | 212,377 |
| Other liabilities | 2,665 |
| Total liabilities | $446,099 |
Stock-Based Compensation
The sale of TTIC to HCI triggered a "change of control" clause within Exzeo's 2021 Omnibus Incentive Plan (the "2021 Omnibus Plan"). As a result all outstanding nonvested stock-based compensation issued pursuant to the 2021 Omnibus Plan immediately vested, except for awards held by the Company's Chief Executive Officer ("CEO"), who previously executed an agreement modifying the terms of those awards such that they would not immediately vest upon a change of control transaction between affiliates.
The total expense recognized from the accelerated vesting of these awards was $1,087, representing the immediate recognition of previously unrecognized compensation cost related to service-condition shares, market-condition shares, and stock options that vested upon the change of control. The $1,087 in stock-based compensation expense was recorded within Cost of revenue and Selling, general and administrative expenses in the Consolidated Statements of Income for the year ended December 31, 2024. The CEO's modified awards continue to vest according to their original terms. Refer to Note 17. Subsequent Events for additional information.
Strategic Shift and Discontinued Operations Reporting
The sale of TTIC constituted a disposal of a significant component of the Company that resulted in a strategic shift in the Company's business and had a major effect on the Company's operations and financial results. The results of TTIC are reflected in the Company's unaudited interim Consolidated Financial Statements as Discontinued operations and, therefore, are presented as assets and liabilities of discontinued operations on the Consolidated Balance Sheets and Income from discontinued operations on the Consolidated Statements of Income.
The purpose of this transaction was to restructure Exzeo, allowing it to focus on expanding its technology and insurance solutions services. This restructuring also reduced Exzeo's debt, thereby improving its capital structure and balance sheet.
Continuing Involvement with TTIC
Following the disposal of TTIC, the Company continues to be a party to the following agreements with TTIC.
Managing General Agency ("MGA") Agreements
On January 4, 2016, EIS entered into an MGA agreement to provide underwriting services, insurance policy administrative services and claims administration services to TTIC. The MGA agreement had an initial term of three years, through January 4, 2019, with automatic renewals for one-year periods thereafter. The MGA agreement was renewed on January 4, 2025, and the Company expects the MGA agreement to automatically renew for the foreseeable future.
For the three and nine months ended September 30, 2025, the Company recognized revenues from the MGA agreement of $33,724 and $103,228, respectively. For the three and nine months ended September 30, 2024, the Company recognized revenues from the MGA agreement of $25,779 and $81,157, respectively. Cash inflows from the MGA agreement subsequent to the sale, from July 1, 2024 through September 30, 2025, were $93,311.
The amounts recognized under the MGA agreement prior to the sale of TTIC on July 1, 2024 were intercompany transactions. These intercompany transactions are presented gross as revenues from continuing operations and as expenses incurred by discontinued operations for all periods presented to reflect their planned continuance subsequent to the sale of TTIC on July 1, 2024. The gross presentation of these intercompany transactions has no net impact on consolidated net income or consolidated stockholders' equity. Refer to Note 4. Revenue and Note 8. Related Party Transactions for additional information.
Cost Allocation Agreement
Prior to July 1, 2025, the Company previously provided corporate services such as human resources, accounting, and legal support to TTIC under a corporate cost allocation agreement, by and among Exzeo and its affiliates (the "Cost Allocation Agreement"), which was initially effective June 1, 2021, and amended on July 1, 2025. Effective July 1, 2025, the Cost Allocation Agreement was amended to remove TTIC, and the Company no longer provides corporate services to TTIC under this agreement. The Company was reimbursed for any services provided under the agreement on a cost-reimbursement basis.
Expenses allocated under this agreement during the nine months ended September 30, 2025 were $1,746. No expenses were allocated under this agreement during the three months ended September 30, 2025. Expenses allocated under this agreement during the three and nine months ended September 30, 2024 were $773 and $2,024, respectively. Cash inflows from the cost allocation agreement subsequent to the sale of TTIC totaled $1,979 from the July 1, 2024 disposal date through September 30, 2025.
Financial Information of Discontinued Operations
The major classes of line items constituting income from discontinued operations are as follows:
| Nine Months Ended | |
|---|---|
| September 30, | |
| Gross premium earned | $210,803 |
| Premiums ceded | (58,943) |
| Investment and other income | 9,542 |
| Loss and loss adjustments expense | (87,219) |
| Policy acquisition costs | (45,356) |
| Other operating expenses | (2,973) |
| Income from discontinued operations, before tax | $25,854 |
| Income tax expense from discontinued operations | 6,601 |
| Income from discontinued operations, after tax | $19,253 |
Note 4. Revenue
The Company generates revenue from three primary sources: underwriting and management services, claim services, and other technology services. The following tables present revenue disaggregated by source and by timing of revenue recognition:
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2025 | 2024 | 2025 | 2024 | |
| Underwriting and management services | $44,879 | $22,058 | $133,424 | $67,180 |
| Claim services | 8,030 | 5,418 | 23,482 | 17,348 |
| Other technology services | 2,257 | 1,634 | 6,758 | 4,887 |
| Total revenue | $55,166 | $29,110 | $163,664 | $89,415 |
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2025 | 2024 | 2025 | 2024 | |
| Point in time | $22,796 | $14,259 | $72,508 | $44,275 |
| Over time | 32,370 | 14,851 | 91,156 | 45,140 |
| Total revenue | $55,166 | $29,110 | $163,664 | $89,415 |
The Company primarily derives revenue through insurance solutions services provided to various customers. The Company provides services to certain of its affiliates under separate MGA, policy administration agreements and technology agreements. Refer to Note 8. Related Party Transactions for additional information.
Underwriting and Management Services
The Company provides policy issuance and renewal services that result in executed insurance policies. In addition, the Company provides management services, including soliciting and negotiating reinsurance for authorized programs and managing and maintaining a policy administration system. The Company also provides administrative services, including maintaining policy records, and printing policy-related documents.
The Company has identified three performance obligations within its underwriting and management services: 1) policy issuance and renewal, 2) management services, and 3) reinsurance placement assistance and brokerage services.
The transaction price allocated to the policy issuance and renewal performance obligation is determined based on the estimated standalone selling price of the service. This price is calculated as a proportion of direct written premiums, assumed written premiums, or both, plus related policy fees, and varies based on the specific terms of each agreement. The estimated standalone selling price was determined using the expected cost plus a margin approach. The transaction price is comprised of variable consideration because the Company is obligated to return a portion of the consideration if an underlying policy is canceled subsequent to issuance or renewal. Thus, the Company applies an estimate of constraint against the transaction price related to possible underlying policy cancellations in the future using the expected value method. Revenue related to the policy issuance and renewal performance obligation is recognized at the point in time when a policy is issued or renewed, as this marks the point at which the customers receive the economic benefits of the policy issuance or renewal, with the related services being substantially complete.
The transaction price allocated to the management services performance obligation is determined based on the estimated standalone selling price of the services. This price is calculated as a proportion of direct written premiums, assumed written premiums, or both, and varies based on the specific terms of each agreement. The estimated standalone selling price was determined using the expected cost plus a margin approach. Revenue related to management services is deferred and recognized ratably over time in the period the services are provided.
The Company also provides reinsurance placement and brokerage assistance ("sub-broker services") via Dark Horse. Revenue from these services is recognized at a point in time when Dark Horse fulfills its performance obligation by completing the services for the customer and is included within underwriting and management services. Due to the nature of the services, there are no significant financing components or variable consideration. For the three months ended September 30, 2025, the Company didnot recognize any revenue from sub-broker services. For the nine months ended September 30, 2025, the Company recognized revenue from sub-broker services of $1,750 reflecting the fixed fee for services rendered during the year. For the three and nine months ended September 30, 2024, the Company recognized revenue from sub-broker service of $500. As of September 30, 2025, the Company had a receivable balance of $1,313 related to this service. As of December 31, 2024, the Company didnot have a receivable balance related to this service.
Claim Services
The Company provides services for all reported and assigned claims on behalf of its customers, for which the Company will investigate, evaluate, handle, adjust, and settle each claim. While a variety of activities are performed, the overall nature of the obligation is to provide services for all reported and assigned claims, including catastrophe claims. The Company also provides "Catastrophe Services" in the form of claim services to handle and adjust the increased and extraordinary volume of claims attributable to a catastrophe.
The Company has identified two performance obligations within claim services: 1) claim services and 2) catastrophe services.
The transaction price allocated to the claim services performance obligation is determined based on the estimated standalone selling price of the services. This price is calculated as a proportion of direct and assumed written premiums and varies based on the specific terms of each agreement. The estimated standalone selling price was determined using the estimated cost plus a margin approach. Revenue related to claim services is recognized over time using a time-based input method, measured ratably over the expected duration to close each claim. This method reflects the continuous transfer of services to the customer and aligns revenue recognition with the ongoing delivery of claims handling services.
The transaction price allocated to the catastrophe services performance obligation is determined based on the estimated standalone selling price of the services, which includes per-claim fees and a percentage of indemnification costs, and varies based on the specific terms of each agreement. The transaction price is comprised of variable consideration because the Company must estimate the ultimate number of claims to be handled and the total amount of indemnification paid on those claims. Accordingly, the Company applies an estimate of constraint against the transaction price related to possible overestimation of the transaction price using the expected value method. Revenue for this performance obligation is recognized over time using an output method that measures progress by comparing total claims paid to date against the total expected claims to be paid.
Other Technology Services
The Company's other technology services revenue is derived primarily from fees for providing various proprietary software, which includes functionality for policy administration, billing, reporting and compliance, and claims handling, to the customer through software service agreements.
The Company has identified two performance obligations related to software services: 1) policy administration software services and 2) catastrophe claims software services.
The transaction price of the policy administration software services performance obligation is based on the volume of policies or claims processed by the customer using the Company's software at the end of each quarter or a fixed fee. The overall nature of the obligation is to provide the customer access to the software through ongoing administration and software services. Each of these arrangements represents a stand-ready obligation to perform these activities on an as-needed basis. As the Company has a right to invoice the customer at an amount that corresponds directly with the value of service rendered, the Company applied the as-invoiced practical expedient to recognize revenue for this performance obligation.
The transaction price of the catastrophe claims software service performance obligation is calculated as a percentage of the amount incurred for each catastrophe claim handled. The nature of the performance obligation is that the Company will provide the service of allowing the customer access to its software systems. This catastrophe claims software services revenue is recognized over time as the performance obligation is satisfied, generally ratably over the period offour tofive years.
Remaining Performance Obligations
As of September 30, 2025 and December 31, 2024, the aggregate transaction price allocated to remaining performance obligations that are unsatisfied or partially unsatisfied was $77,125 and $55,576, respectively, of which $73,102 and $47,210, respectively, are expected to be recognized as revenue within the next 12 months and $4,023 and $8,366, respectively, are expected to be recognized beyond the next 12 months.
Contract Balances
The Company receives payments from customers based on billing terms established in contractual agreements. Accounts receivable are recognized when the right to consideration becomes unconditional and only the passage of time is required before payment of consideration is due. The timing of revenue recognition may differ from the timing of invoicing. Receivables related to these services are classified under Receivable from related parties on the Consolidated Balance Sheets, as the Company's revenues are primarily earned through affiliated entities, with the exception of sub-broker services, for which the receivables are included in other current assets on the Consolidated Balance Sheets. These receivables are typically collected within 15 days to 30 days after month-end or invoice date, depending on the specific agreement, and substantially all cash collections are completed within one year, consistent with the annual term of insurance policies. As of September 30, 2025 and December 31, 2024, the Company reported $13,220 and $2,025, respectively, in receivable from related parties related to these contracts.
The portion of revenue not yet earned is recorded as a Contract liability on the Consolidated Balance Sheets. Contract liabilities are recorded when the Company has received consideration or has an unconditional right to payment from the customer but has yet to transfer the related services. This represents the portion of revenue that will be recognized over the term of the respective agreements. The over time performance obligations fall in this category given that the Company recognizes revenue over the non-cancellable term of the contract.
The changes in the contract liability balance during the three and nine months ended September 30, 2025 were a result of normal business activity and were not materially impacted by any other factors. During the three and nine months ended September 30, 2025, the Company recognized revenue of $4,535 and $39,198, respectively, that was included in the contract liability balance at December 31, 2024. During the three and nine months ended September 30, 2024, the Company recognized revenue of $1,872 and $27,698, respectively, that was included in the contract liability balance at December 31, 2023. Contract liabilities are reflected in current liabilities for those to be recognized in less than 12 months and in Non-current liabilities for those to be recognized more than 12 months from the date presented in the Company's Consolidated Balance Sheets.
Contract cost assets primarily consist of incremental costs to fulfill customer contracts that are expected to be recovered. Changes in the contract cost assets balance occur in the ordinary course of business. Contract cost assets are reflected in Current assets when expected to be recognized in less than 12 months and in Non-current assets when expected to be recognized in more than 12 months from the date presented in the Company's Consolidated Balance Sheets.
Note 5. Comprehensive Income
Comprehensive income consists of net income and other comprehensive income (loss), which reflects changes in unrealized gains and losses of available-for-sale fixed-maturity securities carried at fair value, net of income taxes. Reclassification adjustments for realized gains and losses recognized on sales of available-for-sale fixed-maturity securities are reflected in Income from discontinued operations, before tax, in the Consolidated Statements of Income.
For the nine months ended September 30, 2024, the Company recognized unrealized gains arising during the period of $307 (or $230 net of tax), all of which related to discontinued operations. Refer to Note 3. Discontinued Operations for additional information. There wasno other comprehensive income (loss) activity during the three and nine months ended September 30, 2025.
Note 6. Concentrations of Credit Risk
The Company's receivables arising from revenue transactions expose the Company to concentrations of credit risk, with a significant portion attributable to related-party insurance customers for which the Company provides underwriting and management services, insurance technology solutions, and claims administrative services. Refer to Note 1. Nature of Operations, Note 4. Revenue, and Note 8. Related Party Transactions for additional information.
As of September 30, 2025 and December 31, 2024, receivables from related parties related to revenue totaled $13,220 and $2,025, respectively. As of September 30, 2025, receivables related to revenue from TTIC, Homeowners Choice Managers, Inc. ("HCM"), Condo Owners Reciprocal Exchange ("CORE") and Tailrow Insurance Exchange ("Tailrow") were $7,809, $4,455, $219 and $737, respectively. As of December 31, 2024, receivables related to revenue from TTIC, HCM and CORE were $543, $519 and $963, respectively. Refer to Note 8. Related Party Transactions for additional information.
Note 7. Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist primarily of amounts owed to vendors and service providers, accrued compensation and employee benefits, taxes and other operating accruals. These obligations are expected to be settled within the twelve months of the balance sheet date and are classified as current liabilities in the Consolidated Balance Sheets.
Accounts payable and accrued liabilities were comprised of the following:
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Accrued employee compensation | $10,151 | $1,365 |
| Other accrued and accounts payable | 1,495 | 769 |
| Total accounts payable and accrued liabilities | $11,646 | $2,134 |
Note 8. Related Party Transactions
Related Party Service Agreements - Revenue
Management fees from insurance carriers
EIS is party to a longstanding MGA agreement with TTIC. For the three and nine months ended September 30, 2025, the Company recognized underwriting, management and claim services revenue pursuant to the MGA agreement with TTIC of $32,634 and $100,043, respectively. For the three and nine months ended September 30, 2024, the Company recognized underwriting, management and claim services revenue pursuant to the MGA agreement with TTIC of $25,180 and $79,354, respectively. As of September 30, 2025 and December 31, 2024, unearned revenue pursuant to the MGA agreement with TTIC of $33,178 and $35,118, respectively, was recorded within Contract liabilities in the Consolidated Balance Sheets. As of September 30, 2025 and December 31, 2024, the Company had accounts receivable outstanding related to the above fees of $7,604 and $543, respectively. Such fees are typically settled in the month following the period in which the services are rendered.
EIS entered into an MGA agreement with Core Risk Managers, LLC ("CRM"), the attorney-in-fact ("AIF"), for CORE. For the three and nine months ended September 30, 2025, the Company recognized underwriting, management and claim services revenue pursuant to the MGA agreement with CRM of $1,223 and $3,850, respectively. For the three and nine months ended September 30, 2024, the Company recognized underwriting, management and claim services revenue pursuant to the MGA agreement with CRM of $1,800 and $4,674, respectively. As of September 30, 2025 and December 31, 2024, unearned revenue pursuant to the MGA agreement with CRM of $2,462 and $3,172, respectively, was recorded within Contract liabilities in the Consolidated Balance Sheets. As of September 30, 2025 and December 31, 2024, the Company had accounts receivable outstanding related to the above fees of $207 and $963, respectively. Such fees are typically settled in the month following the period in which the services were rendered.
On November 5, 2024, EIS entered into an MGA agreement with Tailrow Risk Managers, LLC ("TRM"), the AIF for Tailrow. For the three and nine months ended September 30, 2025, the Company recognized underwriting, management and claim services revenue pursuant to the MGA agreement with TRMof $1,126 and $3,232, respectively. As of September 30, 2025, unearned revenue pursuant to the MGA agreement with TRMof $1,843 was recorded within Contract liabilities in the Consolidated Balance Sheets. As of September 30, 2025, the accounts receivable related to above fees outstanding were $737. There wereno receivable balances as of December 31, 2024. Such fees are typically settled in the month following the period in which the services were rendered.
On January 1, 2025, EIS entered into a policy administration service agreement with HCM for Homeowners Choice Property & Casualty Insurance Company, Inc. ("HCPCI"). For the three and nine months ended September 30, 2025, the Company recognized revenue related to underwriting and management services pursuant to the policy administration agreement with HCMof $17,915 and $48,019, respectively. As of September 30, 2025, unearned revenue pursuant to the policy administration agreement with HCMof $22,848 was recorded within Contract liabilities in the Consolidated Balance Sheets. As of September 30, 2025, the Company had accounts receivable outstanding related to the above fees of $4,169. Such fees are typically settled in the month following the period in which the services were rendered.
Policy administration services
The Company charges HCM a service fee for each new and renewed HCPCI flood policy issued outside of Florida. Policy administration revenue was not material for all periods presented. There were no accounts receivable outstanding related to HCM flood policy administration fees as of September 30, 2025 and December 31, 2024, respectively. Such fees are typically settled within two weeks following the invoice date.
Other technology services
The Company charges HCM for various usage-based or flat fees to use the following software: SAMSTM, Harmony TM, CasaClue TM, AtlasViewer®, and ClaimColony TM. An additional flat fee is paid for other general software services. Effective January 1, 2025, the Company amended the agreement with HCM and only charges a flat per-claim fee to use ClaimColony TM. For the three and nine months ended September 30, 2025, the Company recognized policy administration software service revenue of $10 and $29, respectively. For the three and nine months ended September 30, 2024, the Company recognized policy administration software service revenue of $449 and $1,333, respectively.
The Company provides catastrophe claims software service through the usage of its software, enabling efficient management and adjustment of the increased claim volumes arising from catastrophes. This service is offered to HCM, TTIC, CRM and TRM under their respective agreements.
For the three and nine months ended September 30, 2025, the Company recognized catastrophe claims software service revenue of $2,247 and $6,730, respectively. For the three and nine months ended September 30, 2024, the Company recognized catastrophe claims software service revenue of $1,184 and $3,554, respectively. As of September 30, 2025 and December 31, 2024, unearned revenue of $16,794 and $17,286, respectively, was recorded within the Contract liabilities in the Consolidated Balance Sheets. As of September 30, 2025 and December 31, 2024, the Company had accounts receivable outstanding related to catastrophe claims software service revenue of $503 and $757, respectively. Such fees are typically settled in the month following the period in which the services were rendered.
Related Party Service Agreements - Expenses
Agent Commissions
Under an agent commission agreement with Omega Insurance Agency, Inc. ("Omega"), a subsidiary of HCI, the Company pays commissions on premiums received in cash for policies issued by specific customers during the term of the agreement. Commission expenses pursuant to the agent commission agreement with Omegafor the three and nine months ended September 30, 2025 were $27 and $80, respectively. Commission expenses pursuant to the agent commission agreement with Omegafor the three and nine months ended September 30, 2024 were $28 and $84, respectively. These expenses are reflected in Cost of revenue in the Consolidated Statements of Income. As of September 30, 2025 and December 31, 2024, the Company had commissions payable related to Omega-agent commission of $10 and $9, respectively.
Claim Services
The Company receives field adjuster services from Griston Claim Services, Inc. ("GCS"), a subsidiary of HCI, and pays a flat fee per claim handled. Field adjuster services expenses related to services provided by GCSfor the three and nine months ended September 30, 2025, were $513 and $1,516, respectively. Field adjuster services expenses related to services provided by GCSfor the three and nine months ended September 30, 2024, were $522 and $1,600, respectively. These expenses are included in Cost of revenue in the Consolidated Statements of Income.
The Company also engages Griston Claim Management, Inc. ("GCM"), a subsidiary of HCI, to provide claims management services. Fees paid to GCM vary by program and claim type. For TTIC, the Company pays a per-claim fee for non-catastrophe claims, and a per-claim fee plus a percentage of incurred loss catastrophe claims. For CORE, the Company pays a per-claim fee plus a percentage of the amount expended for indemnification. For Tailrow, the Company pays a flat per-claim fee. For the three and nine months ended September 30, 2025, claim services expenses related to GCM’s claims management services were $3,600 and $10,960, respectively. For the three and nine months ended September 30, 2024, claim services expenses related to GCM’s claims management services were $3,302 and $9,333, respectively. These expenses are reflected in Cost of revenue in the Consolidated Statements of Income.
As of September 30, 2025 and December 31, 2024, accounts payable related to claim services were $1,220 and $429, respectively and are included in Payable to related parties within the Consolidated Balance Sheets. These fees are typically settled in the month following the period in which the services are rendered.
Office Leases
The Company leases office space in Tampa, Florida, from Century Park Holding, LLC, a subsidiary of HCI, under an agreement that commenced on January 1, 2023 and expires on December 31, 2032.
The Company also leases office space in Ocala, Florida, from Silver Springs Property Investment, LLC, a subsidiary of HCI, under an agreement that commenced on January 1, 2022 and was originally scheduled to expire on December 31, 2024. On July 4, 2024, the Company exercised a renewal option extending the lease term through December 31, 2027.
For the three and nine months ended September 30, 2025, lease expense related to these agreements was $383 and $1,148, respectively. For the three and nine months ended September 30, 2024, lease expense related to these agreements was $383 and $1,126, respectively. These expenses are included in Cost of revenue and Selling, general and administrative expenses in the Consolidated Statements of Income.
As of September 30, 2025 and December 31, 2024, there wereno accounts payable outstanding related to these leases, as payments are due on the first day of each calendar month.
Corporate Cost Allocation
The Company provided corporate services to TTIC under a Cost Allocation Agreement between Exzeo and its affiliates, which was amended effective July 1, 2025 to remove TTIC from the scope of the agreement. Following this amendment, the Company no longer provides corporate services to TTIC under the cost allocation agreement.
Expenses allocated under this agreement during the nine months ended September 30, 2025, were $1,746. Expenses allocated under this agreement during the three and nine months ended September 30, 2024, were $773 and $2,024, respectively. Reimbursements received under the agreement are presented as a reduction in Selling, general and administrative expenses within the Consolidated Statements of Income.
As of September 30, 2025, there wereno receivables or payables outstanding related to this agreement. As of December 31, 2024, the Company reported an outstanding balance of $544, which was recorded within Payable to related parties in the Consolidated Balance Sheets, and was subsequently settled in the normal course of business. Fees under the agreement were typically settled in the month following the period in which the services were rendered.
Notes Payable
On December 22, 2021, the Company issued a demand promissory note to HCI for a principal amount of $40,000 with an annual interest rate of 2.0%, maturing on June 30, 2023. The proceeds were used to make a capital contribution to TTIC. On February 5, 2023, HCI's Board of Directors approved an extension of the maturity date for the principal and accrued interest to June 30, 2025.
On June 1, 2022, the Company issued a promissory note to HCI for a principal amount of $2,994 with an annual interest rate of 3.25%, maturing on June 1, 2025.
On December 21, 2022, the Company issued a promissory note to HCI for a principal amount of $15,000 with an annual interest rate of 5.5%, maturing on December 21, 2025. The proceeds were used to make a capital contribution to TTIC.
On January 22, 2024, the Company issued a $100,000 promissory note to HCI with an annual interest rate of 5.5%, maturing on January 22, 2029. The proceeds were used to finance the redemption of the Redeemable Series A Preferred Stock. Refer to Note 13. Redeemable Series A Preferred Stock for additional information.
On July 1, 2024, the Company completed the sale of TTIC pursuant to the Purchase Agreement with HCI. Refer to Note 3. Discontinued Operations for additional information. Under the Purchase Agreement, HCI agreed to treattwo promissory notes previously issued by the Company, totaling $117,994 in principal, as fully repaid. HCI also agreed to treat $37,006 of the Company's $40,000,2.0% promissory note due June 1, 2025 as partially repaid, reducing its outstanding principal balance to $2,994. In total, promissory notes with an aggregate principal balance of $155,000 were treated as repaid or partially repaid in connection with the sale.
Interest expense for the three and nine months ended September 30, 2024 for these notes was $15 and $3,321, respectively.
Non-cash Capital Contributions
As described in Note 3. Discontinued Operations, the Purchase Agreement with HCI was accounted for as a common control transaction. The net assets of TTIC, totaling $155,884, were derecognized, and the difference between the consideration received of $155,000 and the net assets transferred was recognized as an equity transaction. This resulted in a non-cash capital transaction that decreased stockholders' equity by $(884).
On January 22, 2024, the Company redeemed all of the Redeemable Series A Preferred Stock held by the fund associated with Centerbridge Partners, L.P. ("Preferred Investor") and, in connection with the redemption, HCI extended the expiration date of the warrant currently held by the Preferred Investor. Refer to Note 13. Redeemable Series A Preferred Stock for additional information. The Company reflected the full costs of redemption by recording the incremental fair value of the HCI warrant modification as a non-cash capital contribution and deemed dividend, amounting to $3,386, which was subtracted from net income to arrive at income available to common stockholders in the calculation of earnings per share.
For the three and nine months ended September 30, 2025, the Company recognized compensation expense related to HCI restricted stock held by certain Company employees of $4 and $29, respectively, in the Consolidated Statements of Income and as a Non-cash capital contribution in the Consolidated Balance Sheets. Refer to Note 15. Stock-Based Compensation for additional information.
Note 9. Leases
The Company's right-of-use ("ROU") assets and operating lease liabilities are as follows:
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Operating leases: | ||
| ROU Assets | $7,170 | $8,052 |
| Liabilities - current | $2,351 | $2,132 |
| Liabilities - non-current | 5,164 | 6,219 |
| Total liabilities | $7,515 | $8,351 |
The Company has entered into lease agreements with both affiliates and third parties. Refer to Note 8. Related Party Transactions for additional information on related party lease arrangements. The Company's operating leases in which the Company is a lessee are as follows:
| Renewal · Other Terms and | |||
|---|---|---|---|
| Class of Assets | Initial Term | Option | Conditions |
| Operating lease: | |||
| Office space | 3 to 10 years | Yes | (1), (2) |
| Office equipment | 5.25 years | Not applicable | |
(1) There is a variable lease payment.
(2) Rent escalation provisions exist.
As of September 30, 2025, maturities of operating lease liabilities due within the next twelve months and thereafter are as follows:
| OperatingLeases | |
|---|---|
| Due in 12 months following September 30, | |
| 2025 | $1,696 |
| 2026 | 1,748 |
| 2027 | 1,305 |
| 2028 | 1,159 |
| 2029 | 1,189 |
| 2030 and after | 2,576 |
| Total lease payments | 9,673 |
| Less: interest and foreign taxes | 2,158 |
| Total lease obligations | $7,515 |
The following table presents quantitative information regarding the components of lease cost and cash payments related to the Company's operating leases for the periods presented:
| Three Months Ended · Nine Months Ended | ||||||
|---|---|---|---|---|---|---|
| September 30, · September 30, | ||||||
| 2025 · 2024 · 2025 · 2024 | ||||||
| Lease costs: | ||||||
| Operating lease costs (1) | $428 | 427 | $1,280 | 1,275 | ||
| Total lease costs | $428 | $427 | $1,280 | $1,275 | ||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||
| Operating cash flows – operating leases | $1,226 | $1,218 | ||||
(1) Included within Cost of revenue and Selling, general and administrative expenses on the Consolidated Statements of Income.
The following table presents additional information related to the Company's operating lease liabilities:
| September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Weighted-average remaining lease term: | ||
| Operating leases (in years) | 6.2 | 7.0 |
| Weighted-average discount rate: | ||
| Operating leases | 6.2% | 5.7% |
Note 10. Segment Information
Operating segments are defined as components of an enterprise for which separate financial information is available and that are evaluated regularly by the Chief Operating Decision Maker ("CODM") in deciding how to allocate resources and in assessing performance. The Company's CEO serves as the CODM. The CODM reviews financial information on a consolidated basis and allocates resources and evaluates financial performance based on consolidated revenue and operating income. As such, the Company has determined that it operates asone operating and reportable segment.
On July 1, 2024, the Company completed the sale of TTIC to its parent company, HCI. As a result, the operations of TTIC have been classified as discontinued operations in the unaudited interim Consolidated Financial Statements for all periods presented. Following this transaction, the Company reevaluated its segment reporting and determined that the remaining operations constitute asingle operating and reportable segment. Prior period segment information has been recast to conform to the current period presentation.
All of the Company's revenues are earned in the United States, and substantially all of the Company's assets are located in the United States. Refer to Note 6. Concentrations of Credit Risk for additional information about major customers.
The following table presents consolidated revenue, significant expense categories regularly reviewed by the CODM, and net income for the periods indicated:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Revenue | $55,166 | $29,110 | $163,664 | $89,415 |
| Cost of revenue: | ||||
| Policy commission and related expenses | 10,071 | 8,756 | 32,812 | 27,466 |
| Outsourced claims fees | 2,809 | 1,550 | 8,895 | 5,441 |
| Direct personnel expense | 5,086 | 4,195 | 15,165 | 11,197 |
| Other operating expenses | 2,805 | 2,932 | 8,816 | 9,146 |
| Depreciation and amortization | 622 | 556 | 1,827 | 1,658 |
| Gross profit | 33,773 | 11,121 | 96,149 | 34,507 |
| Operating expenses | ||||
| Selling, general and administrative: | ||||
| Personnel cost | 2,772 | 1,947 | 6,996 | 4,724 |
| Other operating expenses | 1,128 | 627 | 2,570 | 2,082 |
| Research and development | 2,494 | 1,728 | 7,069 | 5,018 |
| Depreciation and amortization | 127 | 89 | 338 | 245 |
| Total operating expenses | 6,521 | 4,391 | 16,973 | 12,069 |
| Operating income | 27,252 | 6,730 | 79,176 | 22,438 |
| Investment income | 1,102 | 197 | 2,263 | 339 |
| Interest expense | — | (15) | — | (3,321) |
| Income before taxes | $28,354 | $6,912 | $81,439 | $19,456 |
| Income tax expense | 7,203 | 1,655 | 20,674 | 5,088 |
| Net income | $21,151 | $5,257 | $60,765 | $14,368 |
Note 11. Income Taxes
For the three months ended September 30, 2025 and 2024, the Company recorded income tax expense from continuing operations of$7,203 and $1,655, respectively, representing effective tax rates of 25.4% and 23.9%, respectively. The increase in the effective tax rate primarily reflects permanent differences related to non-deductible executive compensation.
For the nine months ended September 30, 2025 and 2024, the Company recorded income tax expense from continuing operations of$20,674 and $5,088, respectively, representing effective tax rates of 25.4% and 26.2% respectively. The decrease in the year-to-date effective tax rate was primarily attributable to the relative impact of permanent items on higher pre-tax earnings on a year-over-year basis. The Company's estimated annual effective tax rate differs from the statutory federal tax rate due to state and foreign income taxes, permanent differences related to non-deductible expenses, and tax-exempt items.
A valuation allowance must be established for deferred tax assets when it is more likely than not that such assets will not be realized based on available evidence both positive and negative, including recent results, available tax planning strategies, and projected future taxable income. As a result of the sale of TTIC, the Company incurred a tax loss and recognized a deferred tax asset of $1,208 as of September 30, 2025, compared to $544 as of December 31, 2024. The increase in the deferred tax assets primarily reflects return-to-tax provision adjustments finalized during the current period. Consistent with the Company's valuation allowance assessment, management maintained a full valuation allowance related to this deferred tax asset as of both September 30, 2025 and December 31, 2024. The valuation allowance reflects management's conclusion that it is more likely than not that the deferred tax asset related to the sale of TTIC would not be realized.
On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law. The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The initial impact of the OBBBA was not material to the Company's results for the third quarter of 2025. The Company continues to evaluate the provisions of the OBBBA and any related regulatory guidance. Based on management's current assessment, the Company does not expect the legislation to have a material impact on the audited Consolidated Financial Statements for the year ending December 31, 2025.
Note 12. Earnings Per Share
GAAP requires the Company to use the two-class method in computing basic earnings per share ("EPS") since holders of the Company's restricted stock have the right to share in dividends, if declared, equally with common stockholders. These participating securities affect the computation of both basic and diluted EPS during periods of net income.
A summary of the numerator and denominator of basic and diluted earnings per share for the three and nine months ended September 30, 2025 and 2024, is as follows:
| Three Months Ended · Nine Months Ended | |||||||
|---|---|---|---|---|---|---|---|
| September 30, 2025 · September 30, 2025 | |||||||
| Income · Shares · Per Share · Income · Shares · Per Share | |||||||
| (shares in thousands) · (Numerator) · (Denominator) · Amount · (Numerator) · (Denominator) · Amount | |||||||
| Continuing Operations: | |||||||
| Income from continuing operations, after tax | $21,151 | $60,765 | |||||
| Less: Income attributable to participating securities | (1,027) | (2,939) | |||||
| Basic Income Per Share: | |||||||
| Income allocated to common stockholders | $20,124 | 78,741 | $0.25 | $57,826 | 78,731 | $0.73 | |
| Diluted Income Per Share: | |||||||
| Income available to common stockholders | $20,124 | 78,741 | $0.25 | $57,826 | 78,731 | $0.73 | |
| Three Months Ended · Nine Months Ended | |||||||
|---|---|---|---|---|---|---|---|
| September 30, 2024 · September 30, 2024 | |||||||
| Income · Shares · Per Share · Income · Shares · Per Share | |||||||
| (shares in thousands) · (Numerator) · (Denominator) · Amount · (Numerator) · (Denominator) · Amount | |||||||
| Continuing Operations: | |||||||
| Income from continuing operations, after tax | $5,257 | $14,368 | |||||
| Less: Dividends on preferred stock | — | (10,149) | |||||
| Less: Income attributable to participating securities from continuing operations | (89) | (165) | |||||
| Basic Income Per Share: | |||||||
| Income allocated to common stockholders from continuing operations | $5,168 | 78,666 | $0.06 | $4,054 | 77,092 | $0.05 | |
| Diluted Income Per Share: | |||||||
| Income available to common stockholders and assumed conversions from continuing operations | $5,168 | 78,666 | $0.06 | $4,054 | 77,092 | $0.05 | |
| Discontinued Operations: | |||||||
| Income from discontinued operations, after taxes | $— | $19,253 | |||||
| Less: Income attributable to participating securities from discontinued operations | — | (752) | |||||
| Basic Income Per Share: | |||||||
| Income allocated to common stockholders from discontinued operations | $— | — | $— | $18,501 | 77,092 | $0.24 | |
| Diluted Income Per Share: | |||||||
| Income available to common stockholders from discontinued operations | $— | — | $— | $18,501 | 77,092 | $0.24 | |
All potentially dilutive securities, including stock options, were anti-dilutive for all periods presented and therefore were excluded from the computation of diluted EPS.
Note 13. Redeemable Series A Preferred Stock
In 2021, the Company completed a capital investment transaction with the Preferred Investor, a private investment management fund. Under the investment agreement, the Company issued 9,000,000 voting shares of its Series A-1 Preferred Stock and 1,000,000 non-voting shares of its Series A-2 Preferred Stock (together the "Series A Preferred Stock"), each with a par value of $0.001, at a price of $10 per share for total proceeds of $100,000.
On July 3, 2023, the Company authorized an additional 1,000,000 non-voting shares of Series A-2 Preferred Stock and reclassified 1,000,000 shares of previously issued Series A-1 Preferred Stock into Series A-2 Preferred Stock. As a result of this reclassification, a total of 2,000,000 non-voting Series A-2 Preferred shares and 8,000,000 voting Series A-1 Preferred shares were outstanding as of that date. Refer to Note 14. Stockholders' Equity for additional information.
On January 22, 2024, the Company entered into a Stock Redemption Agreement with the Preferred Investor, under which the Company redeemed all outstanding Series A Preferred Stock for $100,000 plus accrued and unpaid dividends of approximately $2,923. At redemption, the difference between the consideration transferred of $102,923 and the redemption date carrying value of $96,695 was recorded as a deemed dividend, which is subtracted from net income when calculating income available to common stockholders.
In connection with the redemption described above, HCI extended the expiration date of the warrants to purchase 750,000 shares of HCI common stock, which were originally issued as part of the Company's 2021 capital investment transaction with the Preferred Investor. The amended and restated warrant extended the expiration for 450,000 underlying warrant shares in 150,000 share annual increments to December 31, 2026, December 31, 2027, and December 31, 2028, respectively. The remaining 300,000 warrants continued to have the same original expiration date of February 26, 2025. The Company recorded the incremental fair value associated with the modification of the HCI warrants as a non-cash capital contribution and deemed dividend, amounting to $3,386.
There was no activity related to the Series A Preferred Stock for the three months ended September 30, 2024. The activity of redeemable preferred stock during the nine months ended September 30, 2024, is as follows:
| Balance as of January 1 | $96,160 |
|---|---|
| Increase (decrease): | |
| Accrued cash dividends | 424 |
| Accretion - increasing dividend rate | 111 |
| Adjustment to maximum redemption value | 6,228 |
| Dividends paid | (2,923) |
| Redemption | (100,000) |
| Balance as of September 30 | $— |
Note 14. Stockholders' Equity
Common Stock
As of September 30, 2025, the Company was authorized to issue 184,000,000 shares of common stock, consisting of 181,860,000 shares of voting common stock and 2,140,000 shares of non-voting common stock, as set forth in its Third Amended and Restated Articles of Incorporation, as amended. The Fourth Amended and Restated Articles of Incorporation became effective on November 6, 2025, in connection with the consummation of the Company’s initial public offering, which further amended the Company’s authorized shares of common stock. Refer to Note 17. Subsequent Events for information regarding the Fourth Amended and Restated Articles of Incorporation.
Preferred Stock
On January 22, 2024, the Company redeemed all outstanding 10,000,000 shares of its Series A Preferred Stock. Refer to Note 13. Redeemable Series A Preferred Stock for additional information. As of September 30, 2025, the Company was authorized to issue 38,502,000 shares of preferred stock, as set forth in the Company's Third Amended and Restated Articles of Incorporation, as amended. No shares of preferred stock were issued or outstanding as of September 30, 2025. The Fourth Amended and Restated Articles of Incorporation, effective November 6, 2025, in connection with the Company’s initial public offering, also amended the Company’s authorized shares of preferred stock. Refer to Note 17. Subsequent Events for information regarding the Fourth Amended and Restated Articles of Incorporation.
Note 15. Stock-Based Compensation
2021 Omnibus Incentive Plan
As of September 30, 2025, the 2021 Omnibus Incentive Plan (the "2021 Omnibus Plan") authorized the issuance of up to 12,585,851 shares, with 3,278,776 shares remaining available for future grant. Refer to Note 17. Subsequent Events for information regarding the adoption of the Company's 2025 Omnibus Incentive Plan.
Stock Options
A summary of stock option activity for the nine months ended September 30, 2025 and 2024 is as follows:
| Weighted | |||||
|---|---|---|---|---|---|
| Weighted · Average | |||||
| Average · Remaining · Aggregate | |||||
| Number of · Exercise · Contractual · Intrinsic | |||||
| (Option counts are presented in whole numbers ) · Options · Price · Term · Value | |||||
| Outstanding at January 1, 2025 | 6,350,000 | $23.00 | 0.75 years | $— | |
| Outstanding at March 31, 2025 | 6,350,000 | $23.00 | 0.50 years | $— | |
| Outstanding at June 30, 2025 | 6,350,000 | $23.00 | 0.25 years | $— | |
| Outstanding at September 30, 2025 | 6,350,000 | $23.00 | 0.00 years | (1) | $— |
| Exercisable as of September 30, 2025 | 6,037,500 | $23.00 | 0.00 years | (1) | $— |
| Outstanding at January 1, 2024 | 6,350,000 | $23.00 | 1.75 years | $— | |
| Outstanding at March 31, 2024 | 6,350,000 | $23.00 | 1.50 years | $— | |
| Outstanding at June 30, 2024 | 6,350,000 | $23.00 | 1.25 years | $— | |
| Outstanding at September 30, 2024 | 6,350,000 | $23.00 | 1.00 years | $— | |
| Exercisable as of September 30, 2024 | 4,787,500 | $23.00 | 1.00 years | $— | |
(1) All options will vest as of October 1, 2025.
There wereno stock options granted or exercised during the three and nine months ended September 30, 2025 or 2024.
For the three and nine months ended September 30, 2025, the Company recognized $347 and $1,037, respectively, of compensation expense for stock options, which was recorded within Cost of revenue and Selling, general and administrative expenses in the Consolidated Statements of Income. For the three and nine months ended September 30, 2024, the Company recognized $818 and $1,696, respectively, of compensation expense for stock options which was recorded within Cost of revenue and Selling, general and administrative expenses in the Consolidated Statements of Income.
Deferred tax benefits related to stock option expense for the three and nine months ended September 30, 2025 were $26 and $76, respectively. Deferred tax benefits related to stock option expense for the three and nine months ended September 30, 2024 were $25 and $75, respectively.
As of September 30, 2025 and December 31, 2024, there were $4 and $1,040, respectively, of unrecognized compensation expense related to nonvested stock options. As of September 30, 2025, this unrecognized compensation expense is expected to be recognized through October 1, 2025.
Restricted Stock Awards
Information regarding the activity of nonvested restricted stock awards during the nine months ended September 30, 2025 and 2024 is as follows:
| Number of | Weighted | |
|---|---|---|
| Restricted | Average | |
| Stock | Grant Date | |
| (restricted stock awards are presented in whole numbers) | Awards | Fair Value |
| Balance at January 1, 2025 | 4,120,174 | $2.16 |
| Vested | (51,554) | $1.12 |
| Forfeited | (100,500) | $3.00 |
| Nonvested at March 31, 2025 | 3,968,120 | $2.15 |
| Vested | — | $— |
| Forfeited | (8,400) | $3.00 |
| Nonvested at June 30, 2025 | 3,959,720 | $2.15 |
| Granted | 88,100 | $8.87 |
| Vested | — | $— |
| Forfeited | (13,500) | $3.65 |
| Nonvested at September 30, 2025 | 4,034,320 | $2.29 |
| Balance at January 1, 2024 | 4,233,243 | $0.63 |
| Vested | (224,904) | $1.39 |
| Forfeited | (18,480) | $2.02 |
| Nonvested at March 31, 2024 | 3,989,859 | $0.58 |
| Vested | (118,624) | $4.60 |
| Forfeited | (6,503) | $1.32 |
| Nonvested at June 30, 2024 | 3,864,732 | $0.45 |
| Vested | (2,538,458) | $0.49 |
| Nonvested at September 30, 2024 | 1,326,274 | $0.38 |
For the three and nine months ended September 30, 2025, the Company recognized compensation expense related to restricted stock awards of $379 and $1,093, respectively, and deferred tax benefits of $68 and $187, respectively. For the three and nine months ended September 30, 2024, the Company recognized compensation expense related to restricted stock awards of $653 and $1,132, respectively, and deferred tax benefits of $248 and $323, respectively.
As of September 30, 2025 and December 31, 2024, there was approximately $7,767 and $8,455, respectively, of total unrecognized compensation expense related to nonvested restricted stock. The Company expects to recognize the remaining compensation expense over a weighted-average period of 5.24 years. Refer to Note 17. Subsequent Eventsfor additional information regarding the modification for accelerated vesting of certain stock-based compensation awards.
For the three and nine months ended September 30, 2025, there wereno repurchases of common shares. For the three months ended September 30, 2024, the Company repurchased 447 common shares outstanding for a total repurchase price of $1. For the nine months ended September 30, 2024, the Company repurchased 7,277 common shares outstanding for total repurchase price of $13. The total purchase price includes $2 paid in excess of the fair value of the shares at the repurchase date, which represents additional compensation to the former employees and was recognized as additional compensation cost in Selling, general and administrative expenses in the Consolidated Statements of Income.
HCI Equity Incentive Plan
HCI maintains an incentive plan that provides restricted stock awards to employees of HCI and its subsidiaries. The terms of the restricted stock awards include service conditions and market conditions, and the awards generally vest over a period of four years. In December 2024, certain employees of HCI and its subsidiaries were transferred to the Company. The Company recognizes stock-based compensation expense for those employees' nonvested shares based on the fair value determined by HCI at the original grant date and the same vesting terms established at the grant date. The awards are not remeasured following the transfer.
For the three and nine months ended September 30, 2025, the Company recognized compensation expense related to HCI restricted stock of $4 and $30, respectively, in the Consolidated Statements of Income and as a Non-cash capital contribution in the Consolidated Balance Sheets.
Note 16. Commitments and Contingencies
Legal Matters
From time to time, the Company may be involved in legal and regulatory proceedings arising in the ordinary course of business. As of September 30, 2025 and December 31, 2024, the Company was not a party to any legal proceedings that, individually or in the aggregate, are expected to have a material adverse effect on its business, financial condition, or results of operations. The Company evaluates potential exposures to such matters and records a liability when an outcome is both probable and reasonably estimable.
Lease Commitments
The Company leases office spaces and certain equipment under non-cancelable operating lease agreements. These leases have initial terms ranging from three toten years and may include renewal options or rent escalation provisions. Refer to Note 9. Leases for additional information on lease commitments.
Indemnification Obligations
The Company provides certain indemnification commitments under agreements with customers thatmay require the Company to defend against claims for certain damages arising from breaches of contractual obligations. As of September 30, 2025 and December 31, 2024, no liabilities had been recorded related to such indemnification obligations.
Regulatory Matters
The Company is subject to various federal and state regulatory requirements, including data privacy and insurance-related requirements. The Company continues to monitor and enhance its compliance process and to address evolving operational and regulatory developments.
Note 17. Subsequent Events
On October 14, 2025, the Company terminated the 2021 Omnibus Plan and adopted the 2025 Omnibus Incentive Plan (the "2025 Omnibus Plan"). All awards previously granted under the 2021 Omnibus Incentive Plan continue to be administered and settled in accordance with the terms of the 2021 Plan. The principal purpose of the 2025 Omnibus Plan is to attract, retain and motivate selected employees, consultants and directors through equity-based and cash-based incentive awards to employees, consultants, service providers, and non-employee directors of the Company and its affiliates. The 2025 Omnibus Plan provides for up to 10,000,000 shares of common stock reserved for future issuance.
On November 6, 2025, the Company closed its initial public offering ("IPO") issuing 8,000,000 shares of common stock at a price of $21.00 per share, for gross proceeds of $168,000. The Company received net proceeds of approximately $156,240, after deducting approximately $11,760 of underwriting discounts and commissions.
In contemplation of the IPO, the Company amended a restricted stock award previously granted to the Company’s CEO to accelerate the vesting of the restricted stock award contingent upon completion of the IPO. This modification did not result in any incremental compensation cost. The Company recognized approximately $47 of previously unrecognized compensation expense related to the vesting of the restricted stock awards upon completion of the IPO.
On November 6, 2025, in connection with the IPO, the Company amended and restated its Third Amended and Restated Articles of Incorporation (as amended and restated, the "Fourth Amended and Restated Articles of Incorporation") and its Bylaws (as amended and restated, the "Amended and Restated Bylaws"). The Fourth Amended and Restated Articles of Incorporation were effective on November 6, 2025, and the Amended and Restated Bylaws were effective immediately prior to the consummation of the IPO.
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