Lemonade, Inc.
For the period ended Jun 30, 2025. Filed Aug 5, 2025.
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Jun 30, 2025 · Filed Aug 5, 2025
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Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- Nature of the Business
Lemonade, Inc. is a public benefit corporation organized under Delaware law on June 17, 2015. It provides certain personnel, facilities and services to each of its property and casualty insurance subsidiaries and non-insurance subsidiaries (together with Lemonade, Inc., the “Company”), all of which are 100% owned, directly or indirectly, by Lemonade, Inc. For the list of the Company's subsidiaries and for more complete descriptions and discussions, see Note 1 - Nature of the Business, of the audited consolidated financial statements and related notes thereto for the year ended December 31, 2024 as included in the Company's Annual Report on Form 10-K (the "Annual Report on Form 10-K").
- Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries and a variable interest entity for which the Company is deemed to be the primary beneficiary. All material intercompany balances and transactions have been eliminated. All foreign currency amounts in the condensed consolidated statements of operations and comprehensive loss have been translated using an average rate for the reporting period. All foreign currency balances in the condensed consolidated balance sheets have been translated using the spot rate at the end of the reporting period. All figures expressed, except share amounts, are represented in U.S. dollars in millions.
Risks and Uncertainties
Lemonade, Inc. conducts certain of its operations in Israel. The evolving conflict in Israel and the surrounding region has increased global economic and political uncertainty. There is still uncertainty regarding the extent to which the war and its broader macroeconomic implications will impact our operations in Israel. The Company will continue to evaluate the extent to which this may impact the Company's business, financial condition, or results of operations.
Unaudited interim financial information
The accompanying unaudited condensed consolidated financial statements, in the opinion of the Company's management, contain all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of its financial position and its results of operations, changes in stockholders’ equity and cash flows. The condensed consolidated balance sheets at December 31, 2024 was derived from the audited annual financial statements and does not contain all of the footnote disclosures from the audited annual financial statements of the Company. The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the year ended December 31, 2024 as included in the Company’s Annual Report on Form 10-K.
- Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates estimates, including those related to contingent assets and liabilities as of the date of the condensed consolidated financial statements as well as the reported amounts of revenue and expense during the reporting period. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities at the dates of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. All revisions to accounting estimates are recognized in the period in which the estimates are revised. Significant estimates reflected in the Company’s condensed consolidated financial statements include, but are not limited to, reserves for loss and loss adjustment expense, reinsurance recoverable on unpaid losses, intangible assets, uncertain tax position and valuation allowance on deferred tax assets.
- Summary of Significant Accounting Policies
Cash, cash equivalents and restricted cash
The following represents the Company’s cash, cash equivalents and restricted cash as of June 30, 2025 and December 31, 2024:
| June 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Cash and cash equivalents | $377.5 | $376.0 |
| Restricted cash | 8.5 | 9.7 |
| Total cash, cash equivalents and restricted cash | $386.0 | $385.7 |
Cash and cash equivalents consist primarily of bank deposits and money market accounts with maturities of three months or less at the date of acquisition and are stated at cost, which approximates fair value. The Company’s restricted cash primarily relates to insurance policy premiums collected by the Company that it holds in a segregated cash account for transmittal to the underwriting carrier, or settlement of insurance related claims. The Company also has restricted cash relating to security deposits for certain office leases. The carrying value of restricted cash approximates fair value.
New Accounting Pronouncements
Recently Issued Accounting Pronouncement Pending Adoption
In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes - Improvement to Income Tax Disclosures, requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for annual periods beginning after December 15, 2024 on a prospective basis and retrospective application is permitted. The Company is currently evaluating the impact of the adoption of this standard.
In December 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, requiring additional disclosures in the financial statements which disaggregates information underlying certain relevant income statement expense captions in tabular format. This ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 31, 2027, and retrospective application is permitted. The Company is currently evaluating the impact of the adoption of this standard.
There are no other new accounting standards identified and not yet implemented that are expected to have a material effect on the Company's consolidated financial statements.
- Investments
Unrealized gains and losses
The following tables present cost or amortized cost and fair values of investment in fixed maturities as of June 30, 2025 and December 31, 2024 ($ in millions):
| Cost or Amortized Cost · Gross Unrealized · Fair Value | ||||
|---|---|---|---|---|
| Gains · Losses | ||||
| Corporate debt securities | $486.7 | $1.7 | $(0.3) | $488.1 |
| U.S. Government obligations | 87.6 | 0.4 | — | 88.0 |
| Asset-backed securities | 33.9 | — | — | 33.9 |
| Non-U.S. government obligations | 14.4 | 0.1 | — | 14.5 |
| Total | $622.6 | $2.2 | $(0.3) | $624.5 |
| Corporate debt securities | $470.6 | $1.3 | $(1.1) | $470.8 |
| U.S. Government obligations | 107.6 | 0.3 | (0.2) | 107.7 |
| Asset-backed securities | 22.9 | — | — | 22.9 |
| Non-U.S. government obligations | 6.0 | — | — | 6.0 |
| Total | $607.1 | $1.6 | $(1.3) | $607.4 |
Gross unrealized losses for fixed maturities was $0.3 million as of June 30, 2025 and $1.3 million as of December 31, 2024. Gross unrealized gains and losses for fixed maturities were recorded as a component of accumulated other comprehensive income (loss).
Contractual maturities of bonds
The following table presents the cost or amortized cost and estimated fair value of investments in fixed maturities as of June 30, 2025 by contractual maturity ($ in millions). Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
| Cost or Amortized Cost | Fair Value | |
|---|---|---|
| Due in one year or less | $271.1 | $271.5 |
| Due after one year through five years | 351.3 | 352.8 |
| Due after five years through ten years | 0.2 | 0.2 |
| Due after ten years | — | — |
| Total | $622.6 | $624.5 |
Net investment income
Details of the Company's net investment income is as follows ($ in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Interest on cash and cash equivalents | $2.1 | $2.2 | $4.2 | $3.7 |
| Fixed maturities | 7.2 | 5.6 | 14.4 | 11.4 |
| Short-term investments | 0.2 | 0.4 | 0.5 | 0.8 |
| Total | 9.5 | 8.2 | 19.1 | 15.9 |
| Investment expense | 0.1 | 0.1 | 0.2 | 0.2 |
| Net investment income | $9.4 | $8.1 | $18.9 | $15.7 |
Investment gains and losses
The Company had pre-tax net realized capital gain of $0.1 million for the three and six months ended June 30, 2025 and less than $0.1 million for the three and six months ended June 30, 2024, which were included in "Commission and other income" in the condensed consolidated statements of operations and comprehensive income (loss).
Aging of gross unrealized losses
The following table presents the gross unrealized losses and related fair values for the Company’s investment in fixed maturities, grouped by duration of time in a continuous unrealized loss position as of June 30, 2025 and December 31, 2024 ($ in millions):
| Less than 12 Months | 12 Months or More | Total | ||||
|---|---|---|---|---|---|---|
| Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | |
| Corporate debt securities | $64.9 | $(0.1) | $21.8 | $(0.2) | $86.7 | $(0.3) |
| U.S. Government obligations | 23.9 | — | — | — | 23.9 | — |
| Asset-backed securities | 9.4 | — | — | — | 9.4 | — |
| Non-US government obligations | 2.5 | — | — | — | 2.5 | — |
| Total | $100.7 | $(0.1) | $21.8 | $(0.2) | $122.5 | $(0.3) |
| Less than 12 Months | 12 Months or More | Total | ||||
|---|---|---|---|---|---|---|
| Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | |
| Corporate debt securities | $149.4 | $(0.6) | $53.0 | $(0.5) | $202.4 | $(1.1) |
| U.S. Government obligations | 27.6 | (0.2) | — | — | 27.6 | (0.2) |
| Asset-backed securities | 5.8 | — | — | — | 5.8 | — |
| Non-US government obligations | — | — | — | — | — | — |
| Total | $182.8 | $(0.8) | $53.0 | $(0.5) | $235.8 | $(1.3) |
As of June 30, 2025,73 of the securities held were in an unrealized loss position. Investments in fixed maturities with gross unrealized losses for twelve months or more was$0.2 million and$0.5 million as of June 30, 2025 and December 31, 2024, respectively. The Company determined that unrealized losses on fixed maturities were primarily due to the interest rate environment, general market conditions, and not credit risk related to issuers of these securities. The Company does not intend to sell these investments in fixed maturities, and it is not more likely than not that the Company will be required to sell these investments in fixed maturities before recovery of the amortized cost basis. No allowance for credit losses related to any of these securities was recorded for the three and six months ended June 30, 2025. The Company does not measure an allowance for credit losses on accrued interest receivable and would instead write off accrued interest receivable at the time an issuer defaults or is expected to default on payments.
Restricted investments
Restricted investments are held in a trust account securing the Company’s insurance subsidiary's contractual obligations under the Property Catastrophe Excess of Loss reinsurance contract with a captive in Bermuda (see Note 7) which will not be released until the underlying risks have expired or have been settled. Restricted investments include certain investments in debt securities and short-term investments of $83.0 million as of June 30, 2025 and $81.3 million as of December 31, 2024.
- Fair Value Measurements
The following tables present the Company’s fair value hierarchy for financial assets and liabilities measured as of June 30, 2025 and December 31, 2024 ($ in millions):
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial Assets: | ||||
| Corporate debt securities | $— | $488.1 | $— | $488.1 |
| U.S. Government obligations | — | 88.0 | — | 88.0 |
| Asset-backed securities | — | 33.9 | — | 33.9 |
| Non-U.S. government obligations | — | 14.5 | — | 14.5 |
| Fixed maturities | $— | $624.5 | $— | $624.5 |
| Short term investments | — | 21.3 | — | 21.3 |
| Total | $— | $645.8 | $— | $645.8 |
| Financial Liabilities: | ||||
| Warrant Liability (1) | $— | $— | $— | $— |
| Level 1 | Level 2 | Level 3 | Total | |
|---|---|---|---|---|
| Financial Assets: | ||||
| Corporate debt securities | $— | $470.8 | $— | $470.8 |
| U.S. Government obligations | — | 107.7 | — | 107.7 |
| Asset-backed securities | — | 22.9 | — | 22.9 |
| Non-U.S. government obligations | — | 6.0 | — | 6.0 |
| Fixed maturities | $— | $607.4 | $— | $607.4 |
| Short term investments | — | 27.5 | — | 27.5 |
| Total | $— | $634.9 | $— | $634.9 |
| Financial Liabilities: | ||||
| Warrant Liability (1) | $— | $— | $— | $— |
(1) Fair value of Public and Private warrant liability amounted to less than $0.1 million as of both June 30, 2025 and December 31, 2024.
The fair value of all different classes of Level 2 fixed maturities and short-term investments are estimated by using quoted prices from a third-party valuation service provider to gather, analyze and interpret market information and derive fair values based upon relevant methodologies and assumptions for individual instruments.
There were no transfers between Level 1, Level 2, or Level 3 during the six months ended June 30, 2025 and for the year ended December 31, 2024.
- Unpaid Loss and Loss Adjustment Expense
The following table presents the activity in the liability for unpaid loss and loss adjustment expense ("LAE") for the six months ended June 30, 2025 and 2024 ($ in millions):
| June 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Unpaid loss and LAE at beginning of period | $298.1 | $262.3 |
| Less: Reinsurance recoverable at beginning of period (1) | 149.5 | 120.2 |
| Net unpaid loss and LAE at beginning of period | 148.6 | 142.1 |
| Add: Incurred loss and LAE, net of reinsurance, related to: | ||
| Current year | 175.5 | 145.0 |
| Prior years | (12.6) | (8.6) |
| Total incurred | 162.9 | 136.4 |
| Deduct: Paid loss and LAE, net of reinsurance, related to: | ||
| Current year | 101.0 | 82.1 |
| Prior years | 54.5 | 51.9 |
| Total paid | 155.5 | 134.0 |
| Unpaid loss and LAE, net of reinsurance recoverable, at end of period | 156.0 | 144.5 |
| Reinsurance recoverable at end of period (1) | 153.8 | 137.7 |
| Unpaid loss and LAE, gross of reinsurance recoverable, at end of period | $309.8 | $282.2 |
(1) Reinsurance recoverable in this table includes only ceded unpaid loss and LAE.
Unpaid loss and LAE includes anticipated salvage and subrogation recoverable.
Considerable variability is inherent in the estimate of the reserve for losses and LAE. Although management believes the liability recorded for losses and LAE is adequate, the variability inherent in this estimate could result in changes to the ultimate liability, which may be material to stockholders' equity. Additional variability exists due to accident year allocations of ceded amounts in accordance with the reinsurance agreements, which is not expected to result in any changes to the ultimate liability. Other factors that can impact loss reserve development may also include trends in general economic conditions, including the effects of inflation. The Company had favorable development on net loss and LAE reserves of $12.6 million for the six months ended June 30, 2025, and favorable development on net loss and LAE reserves of $8.6 million for the six months ended June 30, 2024. The favorable loss development of $12.6 million is primarily due to better than expected loss reserve emergence on homeowners multi-peril product. No additional premiums or returned premiums have been accrued as a result of prior year effects.
For the six months ended June 30, 2025, current accident year net incurred loss and LAE included $16.9 million related to the January 2025 California Wildfires, excluding the impact of the aggregate catastrophe cap limits, and represents the Company's best estimates based upon available information, including but not limited to industry data, reported claims, reinsurance recoveries and subrogation.
In March 2025, the Company entered into the Participation of Recovery Rights Agreements to sell its subrogation rights related to the January 2025 California wildfires resulting in a reduction of $4.2 million in net unpaid losses.
Reinsurance
In the ordinary course of business, the Company cedes losses and LAE to reinsurance companies to reduce the potential net loss exposure from large losses or catastrophic risks, and to manage regulatory capital requirements. Certain of these arrangements consist of excess of loss and catastrophe contracts, which protect against losses exceeding stipulated amounts. The ceding of risk through reinsurance does not relieve the Company from its obligations to policyholders, and the Company remains primarily liable with respect to ceded losses and LAE in the event that any reinsurer does not meet obligations assumed under the reinsurance agreements. The Company does not have any significant unsecured aggregate recoverable for losses, paid and unpaid including Incurred But Not Reported ("IBNR"), loss adjustment expenses, and unearned premium with any individual reinsurer. The Company maintains proportional reinsurance contracts which cover all of the Company's products and geographies, and transfers, or “cedes,” a specified percentage of the premium to reinsurers. The Company also manages the remaining percentage of the business with alternative forms of reinsurance through non-proportional reinsurance contracts.
Whole Account Quota Share Reinsurance Contracts
The Company agreed to the terms of a reinsurance program effective July 1, 2024 through June 30, 2025 which included Whole Account Quota Share Reinsurance Contracts by and among the Company, Lemonade Insurance Company ("LIC"), Metromile Insurance Company ("MIC") and Lemonade Insurance N.V. ("LINV"), and each of Hannover Ruck SE ("Hannover"), MAPFRE Re Compania De Reaseguros S.A. ("MAPFRE"), and Swiss Reinsurance America Corporation (collectively referred to as “Reinsurers”) ("Reinsurance Program"). Under the Reinsurance Program, which covers all products and geographies, the Company transfers, or "cedes," approximately 55% of premium to the Reinsurers. In exchange, these Reinsurers pay the Company a ceding commission on all premiums ceded to the Reinsurers, in addition to funding the corresponding claims, subject to certain limitations, including but not limited to, the exclusion of hurricane losses, and a limit of $10,000,000 per occurrence for non-hurricane catastrophe losses. The Per Risk Cap across the contracts is $750,000. Additionally, the contracts are subject to loss ratio caps and variable ceding commission levels, which align the Company's interests with those of its Reinsurers, and is settled primarily on a funds-withheld basis. The Reinsurance Program with Hannover and MAPFRE was renewed effective July 1, 2025 and will expire on June 30, 2026, with a reduced effective cession rate of approximately 20% and with other terms similar to the contracts that expired on June 30, 2025.
Property Per Risk Excess of Loss and Auto Facultative Property Per Risk Reinsurance Contracts
LIC and MIC entered into a Property Per Risk Excess of Loss Reinsurance Contract with a panel of reinsurance companies (the "PPR Contract") effective July 1, 2024 and expired on June 30, 2025. Under the PPR Contract, claims in excess of $750,000 were 100% ceded up to a maximum recovery of $2,250,000, and further subject to certain limitations. The PPR Contract was renewed at similar terms effective July 1, 2025 and will expire on June 30, 2026.
LIC entered into an Automatic Facultative Property Per Risk Excess of Loss Reinsurance Contract with Arch Re (the "Automatic Facultative PPR Contract"), effective July 1, 2023 and expired on June 30, 2024. The Automatic Facultative PPR Contract, in which claims in excess of $3,000,000 are 100% ceded with a potential recovery of at least $10,000,000, subject to certain limitations, expired on June 30, 2024, and was not renewed.
Captives
The Company entered into an Excess of Loss ("XOL") Reinsurance Contract through a captive in Bermuda in which the Company has variable interest. This XOL reinsurance contract primarily covers catastrophe risk on property and auto business underwritten by LIC and MIC over the initial $50,000,000 limit for each loss occurrence, and further subject to a limit of $80,000,000 for each loss occurrence and in aggregate. This XOL reinsurance contract effective July 1, 2024 expired on June 30, 2025, and was renewed at similar terms effective July 1, 2025 and will expire on June 30, 2026.
The Company is also exposed to some risks on property, auto and pet insurance underwritten by LIC and MIC ceded through Quota Share ("QS") Reinsurance Contracts which is retained in an offshore captive subsidiary, Lemonade Re SPC. The MIC QS reinsurance contract which became effective July 1, 2023 was terminated and the parties agreed to a new QS reinsurance contract effective July 1, 2025 on the same terms except for the increase in cession rate to 35% and ceding commission. The new QS reinsurance contract shall remain effective for an indefinite period until terminated by either party. The LIC QS reinsurance contract became effective on July 1, 2025 and will expire on June 30, 2026.
Through the captives, the Company is exposed to the risk of natural catastrophe events and other covered risks under the reinsurance contracts from policies underwritten by LIC and MIC.
- Borrowings under Financing Agreement
On June 28, 2023, the Company entered into a Customer Investment Agreement (the “Agreement”), with GC Customer Value Arranger, LLC (a General Catalyst company) ("GC"). Under the Agreement, up to $150 million of financing would be provided for the Company’s sales and marketing growth efforts. The Agreement had a commitment period of 18 months which expired on December 31, 2024 ("Original Commitment End Date").
On January 8, 2024, the Company entered into an Amended and Restated Customer Investment Agreement under which GC will provide up to an additional $140 million of financing to the Company from the Original Commitment End Date through December 31, 2025 for sales and marketing growth efforts. This was further amended and restated in April 2024 and June 2024 to clarify certain provisions with no changes to material terms and conditions of the Agreement. On February 3, 2025, the Agreement was further amended under which GC will provide up to an additional $200 million of financing for sales and marketing growth efforts from January 1, 2026 to December 31, 2026 (collectively, the "Amended and Restated Agreement"). The Amended and Restated Agreement as of February 2025 contains standard customary representations, warranties and covenants by the parties, and will continue in effect unless terminated by any party pursuant to its terms. Under all of these agreements, subject to certain terms and conditions specified therein, at the start of each growth period, an Investment Amount of up to 80% of the Company’s growth spend (the "Investment Amount") will be advanced by GC. During each growth period, the Company will repay each Investment Amount including a 16% rate of return based upon an agreed schedule. Once fully repaid, the Company will retain all future reference income related to each respective Investment Amount.
The Company had $123.5 million and $83.4 million of outstanding borrowings under financing agreement as of June 30, 2025 and December 31, 2024. The Company incurred interest expense of $4.0 million and $7.3 million for the three and six months ended June 30, 2025 and $1.0 million and $1.5 million for the three and six months ended June 30, 2024, respectively, and such interest is included in “General and administrative expense” in the condensed consolidated statements of operations and comprehensive income (loss).
- Other Liabilities and Accrued Expenses
Other liabilities and accrued expenses as of June 30, 2025 and December 31, 2024 consist of the following ($ in millions):
| June 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Lease liabilities | $20.2 | $23.8 |
| Accrued advertising costs | 18.7 | 13.4 |
| Ceding commission payable | 18.5 | 3.9 |
| Uncertain tax position | 11.2 | 9.7 |
| Employee compensation | 10.9 | 13.2 |
| Payable to carriers | 8.7 | 6.2 |
| Accrued professional fees | 6.6 | 5.1 |
| Advance premium | 5.8 | 3.1 |
| Premium taxes payable | 4.0 | 8.1 |
| Reinsurance payable | 2.6 | 2.8 |
| Income taxes payable | 1.1 | 1.5 |
| Other payables | 15.9 | 14.9 |
| Total | $124.2 | $105.7 |
- Stockholders’ Equity
Common stock
The Company's certificate of incorporation, as amended and restated, authorized the Company to issue 200,000,000 shares of par value $0.00001 per share common stock. The voting, dividend and liquidation rights of the holders of the Company’s common stock is subject to and qualified by the rights, powers and preferences of the holders of the preferred stock. There were 73,819,710 and 72,720,866 total issued and outstanding shares as of June 30, 2025 and December 31, 2024, respectively.
The Company in 2020 made a contribution of 500,000 issued shares of common stock to the Lemonade Foundation, a related party (Note 14), of which 400,000 shares were owned as of both June 30, 2025 and December 31, 2024.
Undesignated Preferred Stock
The Company's certificate of incorporation, as amended and restated in 2020, authorized the Company to issue up to 10,000,000 shares of undesignated preferred stock, with par value $0.00001 per share. As of both June 30, 2025 and December 31, 2024, there wereno shares of undesignated preferred stock issued or outstanding.
Warrants
The Company in 2022 entered into an omnibus agreement (the “Omnibus Agreement”) and a warrant agreement (the “Warrant Agreement” and, together with the Omnibus Agreement, the “Agreements”) with Chewy Insurance Services, LLC (the “Warrantholder” or "Chewy") in connection with the execution of an agency agreement on the same date between the Company, Lemonade Insurance Agency, LLC, Lemonade Insurance Company and the Warrantholder. In connection with the Agreements, the Company is authorized to issue to the Warrantholder 3,352,025 shares of the Company’s common stock underlying the warrant with an exercise price of $0.01 per share, which will vest in installments, in increasing amounts over a period offive years. The Warrant Agreement allows the Company to cancel unvested warrant shares which are subject to certain vesting events and thresholds. On April 4, 2025, the Company terminated the Agreements with Chewy and canceled the remaining 3,170,834 unvested warrant shares.
The agency agreement will remain in effect between the Company, Lemonade Insurance Agency, LLC, Lemonade Insurance Company and Chewy.
- Stock-based Compensation
Share option plans
2020 Incentive Compensation Plan
On July 2, 2020, the Company’s board of directors adopted and the Company’s stockholders approved the 2020 Incentive Compensation Plan (the “2020 Plan”), which became effective immediately prior to the effectiveness of the registration statement for the Company’s initial public offering ("IPO") in 2020. The 2020 Plan provides for the issuance of incentive stock options, non-qualified stock options, stock awards, stock units, stock appreciation rights and other stock-based awards.
The number of shares initially reserved for issuance under the 2020 Plan is 5,503,678 shares, inclusive of available shares previously reserved for issuance under the 2015 Incentive Share Option Plan, as amended and restated on September 4, 2019 (the “2015 Plan”). In addition, the number of shares reserved for issuance under the 2020 Plan is subject to increase for awards previously issued under the 2015 Plan which are forfeited or lapse unexercised. Annually, on the first day of each calendar year beginning on January 1, 2021 and ending on and including January 1, 2030, the reserve will be increased by an amount equal to the lesser of (A)5% of the shares outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Company’s board of directors, provided that no more than 3,650,000 shares may be issued upon the exercise of incentive stock options. On January 1, 2025, the 2020 Plan share pool was increased by 3,636,043 shares, equal to 5% of the aggregate number of outstanding common stock as of December 31, 2024. As of June 30, 2025, there were 9,139,699 shares of common stock available for future grants.
2020 Employee Stock Purchase Plan
On July 2, 2020, the Company's board of directors adopted and the Company's stockholders approved the 2020 Employee Stock Purchase Plan (the "2020 ESPP"), which became effective immediately prior to the effectiveness of the registration statement for the Company's IPO in 2020. The total shares of common stock initially reserved for issuance under the 2020 ESPP is limited to 1,000,000 shares. In addition, the number of shares available for issuance under the 2020 ESPP will be increased on January 1 of each calendar year beginning in 2021 and ending in and including 2030, by an amount equal to the lesser of (A)1,000,000 shares, (B)1% of the shares outstanding on the final day of the immediately preceding calendar year and (C) such smaller number of shares as is determined by the board of directors. The board of directors or a committee of the board of directors will administer and will have authority to interpret the terms of the 2020 ESPP and determine eligibility of participants. On January 1, 2025, there wasno increase in the 2020 ESPP share pool. As of June 30, 2025, there wereno shares of common stock issued under the 2020 ESPP.
2015 Incentive Share Option Plan
In July 2015, the Company adopted the 2015 Incentive Share Option Plan ("2015 Plan"). The 2015 Plan has been amended and restated from time to time to increase the number of shares reserved for grant and to enable the grant of options to employees of the Company’s subsidiaries. Under the 2015 Plan, options to purchase common stock of the Company may be granted to employees, officers, directors and consultants of the Company. Each option granted can be exercised forone share of common stock of the Company. Options granted to employees generally vest over a period of no more than four years. The options expireten years from the date of grant.
Pursuant to the 2015 Plan, the Company had reserved 7,312,590 shares of common stock for issuance. Effective immediately upon the approval of the 2020 Plan, the remaining shares of common stock available for future grant under the 2015 Plan were transferred to the 2020 Plan. As of June 30, 2025, there wereno shares of common stock available for future grant under the 2015 Plan. Subsequent to the approval of the 2020 Plan, no additional grants will be made under the 2015 Plan and any outstanding awards under the 2015 Plan will continue with their original terms.
Assumed Share Option Plans
As part of the acquisition of Metromile in 2022, the Company assumed the Metromile 2011 Incentive Stock Plan ("2011 Plan") and Metromile 2021 Incentive Stock Plan ("2021 Plan") (collectively referred to as "Assumed Plans"). The Company assumed equity awards of 404,207 which were granted from the respective Assumed Plans and will be settled in the Company's common stock. The remaining unallocated shares reserved under both 2011 Plan and 2021 Plan were canceled and no new awards will be granted under these Assumed Plans.
Options granted to employees and non-employees
The fair value of each option granted for the three and six months ended June 30, 2025 and 2024 is estimated on the date of grant using the Black-Scholes model based on the following assumptions:
| Six Months Ended June 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Weighted average expected term (years) | 6.0 | 5.7 |
| Risk-free interest rate | 4.1% | 4.3% |
| Volatility | 79% | 77% |
| Expected dividend yield | 0% | 0% |
Expected volatility is calculated based on implied volatility from market comparisons of certain publicly traded companies and other factors. The expected term of options granted is based on the simplified method, which uses the midpoint between the vesting date and the contractual term in accordance with ASC Topic 718, “Compensation — Stock Compensation”. The risk-free interest rate is based on observed interest rates appropriate for the term of the Company’s stock options. The dividend yield assumption is based on the Company’s historical and expected future dividend payouts and may be subject to substantial change in the future.
The following tables summarize activity of stock options and restricted stock units ("RSUs"):
Stock options
| Number ofOptions · Weighted-AverageExercisePrice · Weighted-Average Remaining Contractual Term (Years) · Aggregate Intrinsic Value | |||||
|---|---|---|---|---|---|
| ($ in millions) | |||||
| Outstanding as of December 31, 2024 | 9,376,193 | $36.03 | 6.81 | $106.78 | |
| Granted | 44,518 | $40.28 | |||
| Exercised | (215,972) | $18.91 | |||
| Canceled/Forfeited | (1,308,324) | $87.42 | |||
| Outstanding as of June 30, 2025 | 7,896,415 | $28.00 | 6.52 | $150.88 | |
| Options exercisable as of June 30, 2025 | 5,603,031 | $30.51 | 5.94 | $100.17 | |
| Options unvested as of June 30, 2025 | 2,293,384 | $21.87 | 7.94 | $50.71 | |
Restricted Stock Units
| Number of Shares | Weighted AverageGrant DateFair Value | |
|---|---|---|
| Outstanding as of December 31, 2024 | 4,278,383 | $20.00 |
| Granted | 660,289 | $38.53 |
| Vested | (882,872) | $20.21 |
| Canceled/Forfeited | (220,808) | $18.68 |
| Outstanding as of June 30, 2025 | 3,834,992 | $23.21 |
Stock-based compensation expense
Stock-based compensation expense from stock options and RSUs, including equity awards from the Assumed Plans as discussed above and warrants (Note 10), are included and presented in the condensed consolidated statements of operations and comprehensive income (loss) as follows ($ in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Loss and loss adjustment expense, net | $0.6 | $0.5 | $1.1 | $1.0 |
| Other insurance expense | 0.6 | 0.6 | 1.3 | 1.2 |
| Sales and marketing (1) | 0.8 | 2.6 | (3.5) | 4.6 |
| Technology development | 6.9 | 6.4 | 13.7 | 12.8 |
| General and administrative | 6.5 | 5.3 | 13.1 | 10.7 |
| Total stock-based compensation expense | $15.4 | $15.4 | $25.7 | $30.3 |
(1) Includes the impact of the canceled unvested warrant shares for contract year 2 related to the termination of the Warrant Agreement with Chewy in the amount of $5.2 million for the six months ended June 30, 2025 and compensation expense related to warrant shares of $1.6 million and $2.5 million for the three and six months ended June 30, 2024, respectively.
Stock-based compensation expense classified by award type are included in the condensed consolidated statements of operations and comprehensive income (loss) as follows ($ in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Stock options | $5.8 | $7.1 | $12.3 | $14.8 |
| RSUs | 9.6 | 6.7 | 18.6 | 13.0 |
| Warrant shares | — | 1.6 | (5.2) | 2.5 |
| Total stock-based compensation expense | $15.4 | $15.4 | $25.7 | $30.3 |
The total unrecognized expense granted to employees and non-employees outstanding at June 30, 2025 was $24.9 million for the stock options and $83.5 million for the RSUs, with a remaining weighted-average vesting period of 0.8 years for the stock options and 1.3 years for the RSUs.
Warrants
In connection with the Warrant Agreement as discussed in Note 10, the Company is authorized to issue 3,352,025 warrant shares with a grant date fair value of $20.37 that will vest in installments on a yearly basis in increasing amounts for a period offive years. Compensation expense is recognized over the vesting period, for each of the installments, in increasing amounts over five years and presented under “Sales and Marketing expense” in the condensed consolidated statements of operations and comprehensive income. The Company recognized compensation expense related to these equity-classified warrants in the amount of $1.6 million and $2.5 million for the three and six months ended June 30, 2024, respectively. There were 181,191 warrant shares which vested in April 2024 and were exercised in June 2024. As a result of the termination of the Warrant Agreement as discussed in Note 10, the remaining unvested warrant shares of 3,170,834 were canceled. The Company recognized the impact of the canceled unvested warrant shares for contract year 2 in the amount of $5.2 million for the six months ended June 30, 2025.
- Income Taxes
The consolidated effective tax rate was (2.2)% and (4.2)% for the six months ended June 30, 2025 and 2024, respectively. The change in effective tax rate over the two periods was predominantly reflective of the change in profit before tax of the Company's foreign jurisdictions, change in valuation allowance and change in uncertain tax positions relating to transfer pricing methodology.
The Company's unrecognized tax benefits related to tax positions, excluding penalty and interest, amounted to $10.6 million and $15.7 million as of June 30, 2025 and 2024, respectively. The decrease was primarily driven by the change in transfer pricing methodology in prior year. Interest and penalties related to unrecognized tax expense (benefits) are recognized in income tax expense, when applicable. Interest and penalties amounted to $0.6 million and $0.7 million as of June 30, 2025 and 2024, respectively. The Company's management believes it is reasonably possible that the unrecognized tax benefits could change within the next 12 months.
The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law in the U.S. in 2020 to provide certain relief as a result of the COVID-19 pandemic. The Employee Retention Credit ("ERC") program was established under the CARES Act whereby companies who meet the eligibility requirements may claim a tax credit against certain employment taxes paid in 2020 and 2021. For the period ended June 30, 2025, the Company recorded $11.7 million of tax refund received under the ERC program which is presented under “General and Administrative expense” in the condensed consolidated statements of operations and comprehensive income.
On July 4, 2025, a new U.S. tax legislation was signed into law known as the One Big Beautiful Bill Act of 2025 ("OBBBA") which includes both tax and non-tax provisions. The Company is currently evaluating the impact of the changes resulting from the tax provisions in OBBBA and does not expect the changes to have a material impact to its results of operations.
- Net Loss per Share
Basic and diluted net loss per share attributable to common stockholders was calculated as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Numerator: | ||||
| Net loss attributable to common stockholders ($ in millions) | $(43.9) | $(57.2) | $(106.3) | $(104.5) |
| Denominator: | ||||
| Weighted average common shares outstanding — basic and diluted | 73,433,379 | 70,721,227 | 73,178,708 | 70,502,856 |
| Net loss per share attributable to common stockholders — basic and diluted | $(0.60) | $(0.81) | $(1.45) | $(1.48) |
The Company’s potentially dilutive securities, which include stock options, unvested RSUs and warrants for common stock, have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect.
| Six Months Ended June 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Options to purchase common stock | 7,896,415 | 9,988,565 |
| Unvested restricted stock | 3,834,992 | 4,329,050 |
| Warrants for common stock (1) | 412,969 | 412,969 |
| Total | 12,144,376 | 14,730,584 |
(1) Each outstanding warrant of Metromile assumed by the Company converted automatically into warrants denominated in the Company's common stock with the number of warrants and exercise price adjusted based on the exchange ratio of 0.05263.
- Related Party Transactions
The Company’s Chief Executive Officer and President, both of whom are also members of the Company’s board of directors, are thetwo sole members of the board of directors of the Lemonade Foundation. The Company contributed 500,000 shares of common stock with a fair market value of $24.36 per share (Note 10), of which 400,000 shares were owned by the Lemonade Foundation as of June 30, 2025 and December 31, 2024. There wasno outstanding amount due to or from the Lemonade Foundation as of June 30, 2025 and there was less than $0.1 million as of December 31, 2024.
- Commitments and Contingencies
Litigation
The Company is occasionally a party to routine claims or litigation incidental to its business. The Company records accruals for loss contingencies with these legal matters when it is probable that a liability will be incurred, and the amount of the loss can be reasonably estimated.
The Company has a potential liability claim exposure related to Metromile's cybersecurity incident arising out of a software bug related to its online pre-filled quote form and application process, for which the Company has determined that a liability associated with this matter is probable and can be reasonably estimated, and therefore has recorded a liability for this matter in accordance with ASC 450. The Company will continue to monitor all legal issues and assess whether to accrue liability in accordance with ASC 450 based on new information and as further developments arise.
Charges and guarantees
The Company provided guarantees in an aggregate amount of $2.7 million as of June 30, 2025 and $2.7 million as of December 31, 2024 with respect to certain office leases.
Assessments
The Company is a member of the California FAIR Plan ("FAIR Plan") which is an insurance pool that provides coverage to California homeowners who are unable to obtain insurance in the voluntary market. To the extent the FAIR Plan is unable to pay losses during a catastrophe event, it may seek regulatory approval to assess member companies based on their relevant market share. Members are also allowed to request prior approval for temporary supplemental fees to recoup up to 50% of the assessed amount. The Company received an assessment charge of $6.9 million from the FAIR Plan related to the January 2025 California Wildfires, which is presented under “Other Insurance Expense” in the condensed consolidated statements of operations and comprehensive income. The Company is in the process of seeking regulatory approval for recoupment.
Sublease
The Company in June 2024 entered into a sublease agreement for a portion of its office space in New York City which commenced in June 2024 and will end in November 2025. The Company recorded an impairment charge related to the sublease of $0.3 million, which reduced Right-of-Use ("RoU") assets, and the related furniture and equipment and leasehold improvements for the six months ended June 30, 2024. The impairment charge is presented under “General and Administrative expenses” in the condensed consolidated statements of operations and comprehensive income. The Company estimated the fair value of the RoU asset based on the net present value of the sublease rental income through the lease expiration date of the head lease
- Segment Information
The Company operates inone reportable segment providing personal property and casualty insurance products within the United States and Europe, including the UK. Insurance coverage under thehomeowners multi-peril, inland marine and general liability and private passenger auto lines of business are offered to individual customers through its direct to consumer distribution channel which follows the same underwriting and claims process. The Company's Chief Operating Decision Maker (CODM) is the Chief Executive Officer. The CODM manages the Company’s operations, evaluates the operating performance and decides on allocation of resources based on segment / consolidated net income (loss). Loss and loss adjustment expenses andadvertising expenses (growth spend), as included in “Sales and Marketing expenses”, in the condensed consolidated statements of operations and comprehensive income, represents the significant expenses which are regularly provided and reviewed by the CODM. The operating results of the personal property and casualty insurance reportable segment is presented in the following table below:
| Three Months Ended June 30, | Six Months Ended June 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Total revenue | $164.1 | $122.0 | $315.3 | $241.1 |
| less: Loss and loss adjustment expenses, net | 77.5 | 70.5 | 162.9 | 136.4 |
| Other insurance expense | 21.4 | 18.8 | 47.5 | 36.1 |
| Sales and marketing | 9.9 | 11.0 | 15.0 | 21.6 |
| Advertising expenses | 49.7 | 25.8 | 87.8 | 45.6 |
| Technology development | 22.4 | 21.2 | 44.4 | 42.1 |
| General and administrative | 28.8 | 23.3 | 56.9 | 47.6 |
| Interest expense | 4.0 | 1.0 | 7.3 | 1.5 |
| Depreciation and amortization | 4.7 | 5.2 | 9.2 | 10.2 |
| Other expenses (1) | (11.7) | 0.3 | (11.7) | 0.3 |
| Income tax expense | 1.3 | 2.1 | 2.3 | 4.2 |
| Segment / Consolidated Net Loss | $(43.9) | $(57.2) | $(106.3) | $(104.5) |
(1) Includes $11.7 million of tax refund under the ERC program (See Note 12).
The measure of segment assets is based on total assets as reported on the consolidated balance sheets. The Company does not allocate its assets, including investments, or income taxes in evaluating the segment / consolidated net income (loss).
The Company has a single reportable segment and offers insurance coverage under the homeowners multi-peril, inland marine, general liability and private passenger auto lines of business. Gross written premium includes direct and assumed premium related to car insurance policies written in Texas, in connection with our fronting arrangement with a third party carrier in Texas. Gross written premium by jurisdiction are as follows ($ in millions):
| Three Months Ended June 30, · Six Months Ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Jurisdiction | Amount | % of GWP | Amount | % of GWP | Amount | % of GWP | Amount | % of GWP |
| California | $61.3 | 21.5% | $55.3 | 24.4% | $121.7 | 22.6% | $110.6 | 25.6% |
| Texas | 38.8 | 13.6% | 35.9 | 15.9% | 71.3 | 13.2% | 65.9 | 15.3% |
| New York | 27.0 | 9.5% | 22.8 | 10.1% | 52.9 | 9.8% | 43.8 | 10.1% |
| Washington | 14.5 | 5.1% | 9.1 | 4.0% | 27.5 | 5.1% | 17.1 | 4.0% |
| Illinois | 14.1 | 5.0% | 10.9 | 4.8% | 25.7 | 4.8% | 20.6 | 4.8% |
| New Jersey | 12.8 | 4.5% | 10.7 | 4.7% | 24.5 | 4.5% | 20.4 | 4.7% |
| Colorado | 10.7 | 3.8% | 8.2 | 3.6% | 17.5 | 3.2% | 14.1 | 3.3% |
| Pennsylvania | 8.3 | 2.9% | 6.1 | 2.7% | 15.3 | 2.8% | 11.2 | 2.6% |
| Florida | 8.2 | 2.9% | 4.3 | 1.9% | 14.5 | 2.7% | 7.4 | 1.7% |
| Georgia | 7.4 | 2.6% | 6.8 | 3.0% | 13.9 | 2.6% | 12.4 | 2.9% |
| All other | 71.8 | 25.2% | 52.7 | 23.3% | 134.9 | 25.2% | 101.8 | 23.5% |
| US | 274.9 | 96.6% | 222.8 | 98.5% | $519.7 | 96.5% | $425.3 | 98.5% |
| Europe and UK | 9.6 | 3.4% | 3.4 | 1.5% | 19.0 | 3.5% | 6.5 | 1.5% |
| Total | $284.5 | 100.0% | $226.2 | 100.0% | $538.7 | 100.0% | $431.8 | 100.0% |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.