Hippo Holdings Inc
For the period ended Dec 31, 2023. Filed Mar 6, 2024.
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FY2023 · Filed Mar 6, 2024
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| Exhibit Number · Description of Document · Incorporated by Reference · Provided Herewith | |||||
|---|---|---|---|---|---|
| Form · Filing Date · Number | |||||
| 2.1† | Agreement and Plan of Merger, dated as of March 3, 2021, by and among Reinvent Technology Partners Z, RTPZ Merger Sub Inc. and, Hippo Enterprises, Inc. | S-4 | 7/8/2021 | 2.1 | |
| 3.1 | Amended and Restated Certificate of Incorporation of Hippo Holdings Inc. | 10-Q | 11/10/2021 | 3.1 | |
| 3.2 | Certificate of Amendment to the Certificate of Incorporation of Hippo Holdings Inc. | 8-K | 9/29/2022 | 3.1 | |
| 3.3 | Amended and Restated Bylaws of Hippo Holdings Inc. | 10-Q | 11/10/2021 | 3.2 | |
| 4.1 | Specimen Warrant Certificate. | S-1 | 11/2/2020 | 4.4 | |
| 4.2 | Warrant Agreement, dated November 18, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. | 8-K | 11/23/2020 | 4.1 | |
| 4.3 | Description of Hippo Holdings Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | X | |||
| 10.1 | Form of Indemnification Agreement. | 8-K | 8/5/2021 | 10.1 | |
| 10.2 | Sponsor Support Agreement, dated March 3, 2021, by and among the Sponsor, each officer and director of RTPZ, RTPZ, and Old Hippo. | S-4 | 7/8/2021 | 10.14 | |
| 10.3 | Company Support Agreement, dated March 3, 2021, by and among RTPZ, Old Hippo, each officer and director of Old Hippo and certain stockholders of Old Hippo. | S-4 | 7/8/2021 | 10.15 | |
| 10.4 | Sponsor Agreement, dated March 3, 2021, by and among the Sponsor, RTPZ, and Old Hippo. | S-4 | 7/8/2021 | 10.16 | |
| 10.5 | Registration Rights Agreement by and among the Company, the Sponsor and the other holders of Class B ordinary shares, certain former stockholders of Old Hippo, and Reinvent Capital Fund LP. | 8-K | 8/5/2021 | 10.5 | |
| 10.6* | Hippo Holdings Inc. 2021 Employee Stock Purchase Plan. | 8-K | 8/5/2021 | 10.6 | |
| 10.7* | Hippo Holdings Inc. 2021 Incentive Award Plan. | 8-K | 8/5/2021 | 10.7 | |
| 10.8* | Form of Option Agreement under Hippo Holdings Inc. 2021 Incentive Award Plan. | 8-K | 8/5/2021 | 10.8 | |
| 10.9* | Form of Restricted Stock Unit Agreement under Hippo Holdings Inc. 2021 Incentive Award Plan. | 8-K | 8/5/2021 | 10.9 | |
| 10.10 | Form of Subscription Agreement. | S-4 | 7/8/2021 | 10.21 | |
| 10.11* | Offer Letter Agreement, dated as of February 5, 2019, by and between Hippo Analytics Inc. and Stewart Ellis. | S-4 | 7/8/2021 | 10.22 | |
| 10.12* | Employment Agreement, dated as of December 9, 2015, by and between Hippo Analytics Inc. and Aviad Pinkovezky. | S-4 | 7/8/2021 | 10.23 | |
| 10.13* | Offer Letter Agreement, dated as of October 14, 2020, by and between Hippo Analytics, Inc. and Simon Fleming-Wood. | S-4 | 7/8/2021 | 10.24 | |
| 10.14* | Employment Agreement, dated as of January 1, 2016, by and between Hippo Analytics Inc. and Assaf Wand. | S-4 | 7/8/2021 | 10.25 | |
| 10.15* | Employment Agreement, dated as of January 26, 2017, by and between Hippo Analytics Inc. and Rick McCathron. | S-4 | 7/8/2021 | 10.26 | |
| 10.16* | Hippo Holdings Inc. Non-Employee Director Compensation Program. | 8-K | 8/5/2021 | 10.17 | |
| 10.17* | Separation Agreement, dated February 24, 2023 by and between Hippo Employee Services Inc. and Simon Fleming-Wood | 10-K | 3/2/2023 | 10.18 | |
| 10.18 | Lease Agreement by and between 601 Congress LP and Hippo Analytics Inc., dated as of January 30, 2019. | 8-K | 8/5/2021 | 10.18 | |
| 10.19 | First Amendment to Lease Agreement by and between 601 Congress LP and Hippo Analytics Inc., dated as of May 9, 2019. | 8-K | 8/5/2021 | 10.19 | |
| 10.20 | Second Amendment to Lease Agreement by and between 601 Congress LP and Hippo Analytics Inc., dated as of June 26, 2019. | 8-K | 8/5/2021 | 10.20 | |
| 10.21 | Lease Agreement by and between Tallwood Forest, LLC and Hippo Analytics Inc., dated as of June 14, 2019. | 8-K | 8/5/2021 | 10.21 | |
| 10.22 | Amendment to Lease Agreement by and between Tallwood Forest, LLC and Hippo Analytics Inc., dated as of November 24, 2020. | 8-K | 8/5/2021 | 10.22 | |
| 10.23 | Office Lease by and between Elevate Sabine, LLC and Hippo Analytics Inc., dated as of July 2, 2020. | 8-K | 8/5/2021 | 10.23 | |
| 10.24 | First Amendment to Office Lease by and between Elevate Sabine, LLC and Hippo Analytics Inc., dated as of October 29, 2020. | 8-K | 8/5/2021 | 10.24 | |
| 10.25 | Lease Agreement by and between 522 Congress, LP and Hippo Analytics Inc., dated as of December 15, 2017. | 8-K | 8/5/2021 | 10.25 | |
| 10.26 | First Amendment to Lease Agreement by and between 522 Congress LP and Hippo Analytics Inc., dated as of June 26, 2019. | 8-K | 8/5/2021 | 10.26 | |
| 10.27 | Second Amendment to Lease Agreement by and between 522 Congress LP and Hippo Analytics Inc., dated as of July 7, 2021. | 8-K | 8/5/2021 | 10.27 | |
| 10.28 | Purchase and Sale Agreement, dated February 24, 2022, by and between Spinnaker Insurance Company and Elevate Sabine Investors LP | 10-Q | 5/16/2022 | 10.1 | |
| 10.29 | First Amendment to Purchase and Sale Agreement, dated March 24, 2022, by and between Spinnaker Insurance Company and Elevate Sabine Investors LP | 10-Q | 5/16/2022 | 10.2 | |
| 10.30 | Second Amendment to Purchase and Sale Agreement, dated February 6, 2023, by and between Spinnaker Insurance Company and Elevate Sabine Investors LP. | X | |||
| 10.31 · Third Amendment to Purchase and Sale Agreement, dated March 8, 2023, by and between Spinnaker Insurance Company and Elevate Sabine Investors LP. · X | |||||
|---|---|---|---|---|---|
| 14.1 | Code of Business Conduct and Ethics. | 8-K | 8/16/2021 | 14.1 | |
| 19.1 | Hippo Employee Services Inc. Insider Trading Compliance Policy. | X | |||
| 21.1 | List of Subsidiaries. | X | |||
| 23.1 | Consent of Deloitte & Touche LLP. | X | |||
| 23.2 | Consent of Ernst & Young LLP. | X | |||
| 24.1 | Power of Attorney (see the signature page of this Form 10 K). | X | |||
| 31.1 | Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | X | |||
| 31.2 | Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * | X | |||
| 32.1** | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * | X | |||
| 32.2** | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | X | |||
| 97.1 | Hippo Holdings Inc. Policy for Recovery of Erroneously Awarded Compensation. | X | |||
| 101.INS | XBRL Instance Document* | X | |||
| 101.SCH | XBRL Taxonomy Extension Schema Document* | X | |||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document* | X | |||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document* | X | |||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document* | X | |||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document* | X | |||
| 104 | Cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 formatted in Inline XBRL (included in Exhibit 101) | X | |||
- Indicates management or board of directors contract or compensatory plan or arrangement.
** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the SEC and are not to be incorporated by reference into any filing. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.
† This filing excludes schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K, which the registrant agrees to furnish supplementally upon request by the SEC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.