Heritage Insurance Holdings, Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Executive Officer Equity Awards

On March 10, 2025, the members of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company approved awards of time-based restricted stock and performance-based restricted stock (collectively, the “Equity Awards”), with a grant date of March 11, 2025, under the Company’s 2023 Omnibus Incentive Plan to each of the Company’s named executive officers and other executive officers (each, an “Executive Officer”) as contemplated by their existing respective employment agreements, subject to the terms of the applicable New Award Agreement (defined below) with each of the Executive Officers.

The Equity Awards were issued pursuant to the terms of a restricted stock award agreement (“New Award Agreement”), the terms of which are substantially similar to those included in the restricted stock award agreements previously filed as Exhibit 10.22 to the Company’s Quarterly Report on Form 10-Q filed on May 7, 2021 (the “Prior Award Agreements”), and described in the Company’s Proxy Statement for its 2025 Annual Meeting of Stockholders filed on April 25, 2025, except that the New Award Agreement includes a provision that would accelerate vesting of certain of the Equity Awards upon a participant’s Retirement, as defined in the Company’s 2023 Omnibus Incentive Plan. Specifically, upon the participant’s Retirement, (i) a pro-rated amount of the time-based restricted stock would vest, (ii) a pro-rated amount of the performance-based restricted stock granted in any year prior to the year of Retirement would be eligible to vest based on the ultimate outcome of the performance conditions, and (iii) any performance-based restricted stock granted in the year of Retirement would be forfeited.

This summary of the New Agreement does not purport to be complete and is qualified in its entirety by reference to the form of such agreement filed as Exhibit 10.30 to this Quarterly Report on Form 10-Q and the form of the Prior Award Agreements and description thereof, each of which is incorporated herein by reference.

Amendments to Executive Officer Equity Awards

Also on March 10, 2025, the Committee approved amendments (the “Amendments”) to the Prior Award Agreements for the outstanding equity awards issued in 2023 and 2024. The Amendments provide for the same acceleration of vesting upon Retirement for such prior equity awards as provided in the New Award Agreements. The Amendments were effective as of April 30, 2025.

This summary of the Amendments does not purport to be complete and is qualified in its entirety by reference to the form of such Amendments filed as Exhibit 10.31 to this Quarterly Report on Form 10-Q, which is incorporated herein by reference.