Exzeo Group, Inc.
For the period ended Sep 30, 2025. Filed Dec 11, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Dec 11, 2025
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Item 5. Other Information
Trading Arrangements Under Item 408 of Regulation S-K
During the three months ended September 30, 2025, no director or officer of the Company adopted, modified orterminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as each term is defined in Item 408 of Regulation S-K, nor did the Company during such fiscal quarter adopt or terminate any "Rule 10b5-1 trading arrangement".
Entry into Employment Agreement with Paresh Patel
On December 9 th, 2025, based on the recommendation of the Compensation Committee of the board of directors of the Company, the board of directors approved, and the Company entered into, an Executive Employment Agreement with Paresh S. Patel pursuant to which Mr. Patel will continue to serve as the Company’s Chief Executive Officer and President. The Employment Agreement will become effective as of January 1, 2026. The Employment Agreement provides that Mr. Patel will continue to serve as Chief Executive Officer and President on an at-will basis until his employment is terminated by the Company or Mr. Patel. As provided in the Employment Agreement, Mr. Patel will serve the Company on a full-time basis subject to his continued service as Chief Executive Officer and President of HCI Group, Inc., the Company’s parent company ("HCI").
The Employment Agreement provides that Mr. Patel will receive a base salary of $950,000 per year, which may be increased by the Company’s board of directors.Mr. Patel will be entitled to such bonuses as may be determined by resolution of the Company’s board of directors or the compensation committee thereof. Mr. Patel will be entitled to 200 hours of paid-time-off per year (reduced by paid-time-off from HCI) and will be entitled to medical and other benefits at the same level as other executives of the Company at such time as he ceases to work for HCI.
The Employment Agreement provides that Mr. Patel’ employment may be terminated by either the Company or Mr. Patel at any time and for any reason and with or without cause. If Mr. Patel’s employment is terminated by the Company for "Cause," or is terminated by Mr. Patel for "Good Reason" or by Mr. Patel within 180 days following a Change of Control (as defined in the Company’s 2025 Omnibus Incentive Plan), then Mr. Patel will be entitled to severance compensation equal to 12 months’ of his base salary payable over a period of 12 months in exchange for a full release of claims against the Company. "Cause" is customarily defined to include a material breach of Mr. Patel’s duties and covenants under the Employment Agreement, dishonesty or misconduct which may negatively reflect on the Company, commission of a felony, and certain other events or acts, all as more particularly defined in the Employment Agreement. "Good Reason" includes an uncured failure by the Company to comply with the terms of the Employment Agreement, a reduction in Mr. Patel’s base salary, or the transfer of Mr. Patel’s work location to a place outside Hillsborough County, Florida.
The Employment Agreement includes customary restrictive covenants, including confidentiality and non-solicitation covenants and a two-year post-employment non-compete restriction in the U.S.
The foregoing does not purport to be a complete description of the Employment Agreement and is qualified in its entirety by reference to the full text of such agreement, which is attached as Exhibit 10.4 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
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