Exzeo Group, Inc.
For the period ended Mar 31, 2026. Filed May 7, 2026.
View on SEC.govAbout this filing
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.
Mar 31, 2026 · Filed May 7, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-12-11.
0001193125-25-315970
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001193125-26-211961
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 26 previous paragraphs and 19 current paragraphs.
14 unchanged; 4 reworded; 1 added; 8 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
There have been no material changes in the risk factors previously disclosed in the section entitled "Risk Factors" in our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 26, 2026.
Added paragraphs (1)
Current report
There have been no material changes in the risk factors previously disclosed in the section entitled "Risk Factors" in our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 26, 2026.
Removed paragraphs (8)
Previous report
Our risk factors are described in the prospectus included in the Registration Statement relating to our initial public offering, filed October 16, 2025. As of the date of this Quarterly Report, there have been no material changes to those risk factors.
Previous report
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.
Previous report
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").
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Reworded paragraphs (4)
Previous wording
The Company did not sell or issue any unregistered equity securities during the three months ended September 30, 2025.
Current wording
We did not sell or issue any unregistered equity securities during the three months ended March 31, 2026.
Previous wording
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.
Current wording
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, as amended, on November 4, 2025. As of March 31, 2026, there have been no material changes in the planned use of proceeds from that previously reported in our Annual Report on Form 10-K for the year ended December 31, 2025.
Previous wording
The Company did not repurchase any of its equity securities during the three months ended September 30, 2025.
Current wording
We did not repurchase any of our equity securities during the three months ended March 31, 2026.
Previous wording
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".
Current wording
During the three months ended March 31, 2026, nodirector 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 the fiscal quarter adopt or terminate any "Rule 10b5-1 trading arrangement."