Hippo Holdings Inc
For the period ended Dec 31, 2024. Filed Mar 6, 2025.
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FY2024 · Filed Mar 6, 2025
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Item 15. Exhibit and Financial Statement Schedules
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this Report:
1.Financial Statements
The following consolidated financials statements of the Company are filed as part of this Form 10-K and are included in Item 8:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 34)
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Balance Sheets
Consolidated Statements of Operations and Comprehensive Loss
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
| 2. Financial Statement Schedules | Page |
|---|---|
| Schedule I – Summary of Investments Other Than Investments in Related Parties – Omitted as information is included in the consolidated financial statements or notes thereto – See Note 2 ~ Investments | |
| Schedule II – Condensed Financial Information of Registrant | 139 |
| Schedule III – Supplementary Insurance Information | 143 |
| Schedule IV – Reinsurance – Omitted as information is included in the consolidated financial statements or notes thereto – See Note 11 ~ Reinsurance. The percentage of amount assumed to net is 2.8%, 8.0%, and 3.2% for the years ended December 31, 2024, 2023, and 2022. | |
| Schedule V – Valuation and Qualifying Accounts | 144 |
| Schedule VI – Supplemental Information Concerning Property and Casualty Insurance Operations – Omitted as information is included in the consolidated financial statements and notes thereto | |
| 3. Exhibits | ||||
|---|---|---|---|---|
| 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. | 10-K | 3/2/2023 | 4.3 |
| 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 Restricted Stock Unit Agreement under Hippo Holdings Inc. 2021 Incentive Award Plan. | 8-K | 8/5/2021 | 10.8 |
| 10.9* | Form of Option 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. | 10-K | 3/2/2023 | 10.30 | |
| 10.31 | Third Amendment to Purchase and Sale Agreement, dated March 8, 2023, by and between Spinnaker Insurance Company and Elevate Sabine Investors LP. | 10-K | 3/2/2023 | 10.31 | |
| 10.32* | Separation Agreement, dated October 8, 2024, by and between Yuval Harry and Hippo Employee Services Inc. | 8-K | 10/9/2024 | 10.1 | |
| 10.33* | Consulting Agreement, dated November 6, 2024, by and between Anirudh Badia and Hippo Employee Services Inc. | 10-Q | 11/8/2024 | 10.1 | |
| 10.34* | Separation Agreement, dated November 6, 2024, by and between Anirudh Badia and Hippo Employee Services Inc. | 10-Q | 11/8/2024 | 10.2 | |
| 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. | 10-K | 3/6/2024 | 97.1 | |
| 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.
Hippo Holdings Inc.
Balance Sheet - Parent Company Only
| December 31, | ||
|---|---|---|
| 2024 | 2023 | |
| Assets | ||
| Short-term investments | 17.5 | 55.4 |
| Cash and cash equivalents | 15.3 | 27.2 |
| Intercompany receivables | 32.0 | 52.2 |
| Other assets | 3.7 | 13.1 |
| Investments in subsidiaries | 306.6 | 320.8 |
| Total assets | $375.1 | $468.7 |
| Liabilities and stockholders’ equity | ||
| Liabilities: | ||
| Intercompany payable | $— | $89.3 |
| Accrued expenses and other liabilities | 13.0 | 1.5 |
| Total liabilities | 13.0 | 90.8 |
| Stockholders’ equity | 362.1 | 377.9 |
| Total liabilities and stockholders’ equity | $375.1 | $468.7 |
Hippo Holdings Inc.
Statements of Operations and Comprehensive Loss - Parent Company Only
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Revenue: | |||
| Net investment income | 2.8 | 8.6 | 5.9 |
| Intercompany revenue | 0.5 | 0.5 | 0.5 |
| Total revenue | 3.3 | 9.1 | 6.4 |
| Expenses: | |||
| Losses and loss adjustment expenses | 1.1 | 1.2 | 2.9 |
| Insurance related expenses | 4.8 | 5.6 | 6.8 |
| Technology and development | 6.9 | 11.1 | 18.0 |
| Sales and marketing | 6.8 | 11.7 | 13.0 |
| General and administrative | 33.0 | 40.3 | 33.5 |
| Other (income) expense, net | (0.2) | 0.1 | (3.1) |
| Total expenses | 52.4 | 70.0 | 71.1 |
| Loss before income tax expense | (49.1) | (60.9) | (64.7) |
| Income tax expense (benefit) | (1.8) | (0.6) | (1.1) |
| Net loss before equity in loss of subsidiaries | (47.3) | (60.3) | (63.6) |
| Earnings (loss) of subsidiaries | 6.8 | (212.8) | (269.8) |
| Net loss | $(40.5) | $(273.1) | $(333.4) |
| Other comprehensive income (loss): | |||
| Change in net unrealized gain (loss) on investments, net of tax | 0.2 | 4.1 | (6.3) |
| Comprehensive loss | $(40.3) | $(269.0) | $(339.7) |
Statements of Cash Flow - Parent Company Only
| Year Ended December 31, | |||
|---|---|---|---|
| 2024 | 2023 | 2022 | |
| Cash flows from operating activities: | |||
| Net cash used in operating activities | (8.9) | (46.0) | (85.8) |
| Cash flows from investing activities: | |||
| Change in short-term investments | 39.3 | 203.6 | (249.8) |
| Capital contributions to subsidiaries | (43.5) | (187.2) | (170.7) |
| Net cash provided by (used in) investing activities | (4.2) | 16.4 | (420.5) |
| Cash flows from financing activities: | |||
| Taxes paid related to net share settlement of equity awards | (9.9) | (4.7) | (3.9) |
| Proceeds from issuance of common stock | 6.7 | 2.8 | 4.1 |
| Loan repayments from subsidiaries | 20.0 | — | — |
| Share repurchases under program | (15.6) | (1.8) | — |
| Net cash used in financing activities | 1.2 | (3.7) | 0.2 |
| Net decrease in cash, cash equivalents, and restricted cash | (11.9) | (33.3) | (506.1) |
| Cash, cash equivalents, and restricted cash at the beginning of the period | 27.2 | 60.5 | 566.6 |
| Cash, cash equivalents, and restricted cash at the end of the period | $15.3 | $27.2 | $60.5 |
Notes to the Condensed Financial Statements (Parent Company)
- Business
In August 2021, Hippo Enterprises Inc., a Delaware corporation, and Reinvent Technology Partners Z, a Cayman Islands exempted company and special purpose acquisition company, completed a merger and other transactions pursuant to which a subsidiary of RTPZ was merged with and into Old Hippo and Old Hippo survived as a wholly owned subsidiary of RTPZ. In connection with the Business Combination, RTPZ changed its name to Hippo Holdings Inc.
- Accounting Policies
The accompanying condensed financial statements have been prepared using the equity method. Under the equity method, the investment in consolidated subsidiaries is stated at cost plus equity in undistributed losses of consolidated subsidiaries since the date of acquisition. These condensed financial statements should be read in conjunction with the Company’s consolidated financial statements.
Use of Estimates
The preparation of the Company’s condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. These estimates are informed by experience and other assumptions that the Company believes are reasonable under the circumstances. Actual results may differ significantly from these estimates.
Schedule III
Supplementary Insurance Information
As of December 31, 2024 and 2023 and for each of the years ended December 31, 2024, 2023 and 2022
| As of December 31, 2024 and 2023 | ||||
|---|---|---|---|---|
| Services | Insurance-as-a Service | Hippo Home Insurance Program | Total | |
| 2024: | ||||
| Deferred policy acquisition costs | $— | $4.8 | $6.8 | $11.6 |
| Unearned premiums | — | 62.1 | 395.8 | 457.9 |
| Loss and loss adjustment expense reserve | — | 50.3 | 299.7 | 350.0 |
| 2023: | ||||
| Deferred policy acquisition costs (1) | $— | $— | $— | $— |
| Unearned premiums | — | 76.8 | 342.4 | 419.2 |
| Loss and loss adjustment expense reserve | — | (6.2) | 328.7 | 322.5 |
| Years Ended December 31, 2024, 2023, and 2022 | ||||
|---|---|---|---|---|
| Services | Insurance-as-a Service | Hippo Home Insurance Program | Total | |
| 2024: | ||||
| Loss and loss adjustment expenses | $— | $24.9 | $182.9 | $207.8 |
| Net earned premium | — | 63.5 | 209.0 | 272.5 |
| Net written premium | — | 101.2 | 271.4 | 372.6 |
| Net investment income | 0.1 | 11.9 | 12.4 | 24.4 |
| Underwriting costs | — | — | 5.7 | 5.7 |
| Amortization deferred policy acquisition costs | — | 25.7 | 19.5 | 45.2 |
| 2023: | ||||
| Loss and loss adjustment expenses | — | 15.6 | 165.0 | 180.6 |
| Net earned premium | — | 42.9 | 64.6 | 107.5 |
| Net written premium | — | 49.3 | 110.3 | 159.6 |
| Net investment income | 0.1 | 7.7 | 15.3 | 23.1 |
| Underwriting costs | — | — | 6.6 | 6.6 |
| Amortization deferred policy acquisition costs | — | 19.4 | 12.9 | 32.3 |
| 2022: | ||||
| Loss and loss adjustment expenses | — | 13.4 | 85.4 | 98.8 |
| Net earned premium | — | 22.5 | 20.0 | 42.5 |
| Net written premium | — | 33.6 | 16.0 | 49.6 |
| Net investment income | — | 3.1 | 5.9 | 9.0 |
| Underwriting costs | — | — | 8.0 | 8.0 |
| Amortization deferred policy acquisition costs | — | 1.2 | 16.6 | 17.8 |
(1)Ceding commissions for reimbursements of deferred acquisition costs exceeded the Company’s direct acquisition costs during the year
Schedule V
Hippo Holdings Inc. and Subsidiaries
Valuation and Qualifying Accounts
For the Years Ended December 31, 2024 and 2023
| Valuation Allowance for Deferred Tax Assets | Allowance for Uncollectible Reinsurance Recoverable | Allowance for Uncollectible Premiums Receivable | |
|---|---|---|---|
| Balance at January 1, 2022 | $93.2 | $— | $0.4 |
| Charged to costs and expenses | 66.8 | — | 0.1 |
| Decrease to other comprehensive income | 1.5 | — | — |
| Amount written off | — | — | (0.2) |
| Balance at December 31, 2022 | 161.5 | — | 0.3 |
| Charged to costs and expenses | 64.2 | — | 0.2 |
| Decrease to other comprehensive income | 0.3 | — | — |
| Amount written off | — | — | — |
| Balance at December 31, 2023 | 226.0 | — | 0.5 |
| Charged to costs and expenses | 6.6 | — | 0.5 |
| Decrease to other comprehensive income | — | — | — |
| Amount written off | — | — | (0.4) |
| Balance at December 31, 2024 | $232.6 | $— | $0.6 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.