Exzeo Group, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)

Sales of Unregistered Securities

The Company did not sell or issue any unregistered equity securities during the three months ended September 30, 2025.

(b)

Use of Proceeds from Registered Securities

Our registration statement on Form S-1, as amended (File No. 333-290500) became effective under Section 8(a) of the Securities Act of 1933 on November 4, 2025. On November 6, 2025, we completed the initial public offering of 8.0 million shares of our common stock at a public offering price of $21.00 for an aggregate offering price of $168 million. All shares offered were sold by Exzeo. We received net proceeds of approximately $156.2 million, net of approximately $11.8 million of underwriting discounts and commissions. Truist Securities, Inc. acted as lead left bookrunner for the offering. Citizens JMPS Securities, LLC and William Blair & Company, L.L.C acted as joint active book-running managers and Fifth Third Securities, Inc. acted as a co-manager. There has been no material change in the planned use of proceeds from our initial public offering as described in the related prospectus filed under Rule 424(b)(4) of the Securities Act of 1933, as amended.

We did not make any payments of offering expenses to directors, officers or persons owning ten percent or more of any class of our equity securities, or to their associates, or our affiliates.

(c)

Repurchases of Securities

The Company did not repurchase any of its equity securities during the three months ended September 30, 2025.