American Integrity Insurance Group, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2025

OR

For the transition period from ______ to ______

Commission file number 001-42634

(Exact name of registrant as specified in its charter)

(813)880-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934

during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing

requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an

emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth

company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new

or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal

control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that

prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the

filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received

by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒

As of February 26, 2026, there were 19,579,009 shares of common stock, par value of $0.001 per share, outstanding. As of June 30, 2025, the aggregate

market value of the registrant’s voting stock held by non-affiliates of the registrant was approximately$155.9 million (based on the closing price for

shares of the registrant’s common stock as reported by the New York Stock Exchange on that date).

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Annual Report on Form 10-K is incorporated by reference from the Company’s Definitive Proxy Statement on

Schedule 14A relating to our 2026 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days

after the end of the fiscal year to which this Annual Report on Form 10-K relates.

i

Table of Contents

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EXPLANATORY NOTE

This Annual Report on Form 10-K covers a period that includes a portion of time prior to the completion of our initial

public offering (the “IPO”) on May 9, 2025. In connection with the completion of the IPO, American Integrity Insurance

Group, Inc. (the “Company,” “American Integrity,” “we,” “our” or “us”) effected a corporate contribution in which the

owners of the equity interests of American Integrity Insurance Group, LLC (“AIIG”) contributed all of their equity interests

in AIIG to the Company in exchange for an aggregate of 12,904,495 shares of the Company’s common stock, par value

$0.001 per share (the “Common Stock”). Except as otherwise noted herein, our consolidated financial statements included

in this Annual Report on Form 10-K are those of the Company and its consolidated operations.

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Special Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains “forward-looking statements” as defined in Section 27A of the Securities Act

of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”). All statements other than statements of historical facts contained in this Annual Report on Form 10-K

may be forward-looking statements. Forward-looking statements contained in this Annual Report on Form 10-K include,

but are not limited to, statements regarding: our outlook; our business strategy; writing new business and retaining existing

policies; new insurance products; availability of reinsurance coverage; expectations on future growth; future Citizens

Property Insurance Corporation (“Citizens”) take-out opportunities; anticipated future operating results and operating

expenses, cash flows, capital resources and liquidity; reserves for losses and loss adjustment expenses; geographic

expansion; reduction of our quota share; competition; future regulatory, judicial and legislative changes; forecasts of future

revenues and appropriately planning our expenses; and our plans regarding our capital expenditures and investment

portfolios. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,”

“contemplates,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,”

“should,” “targets,” “will,” “would” or the negative of these terms or other similar expressions.

Forward-looking statements are neither historical facts nor assurances of future performance, and are based only on our

current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections,

anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the

future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many

of which are outside of our control. Therefore, you should not rely on any of these forward-looking statements. Important

factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-

looking statements include, among others, the following:

•the potential that we may face significant losses due to being a property and casualty insurer and our exposure to

catastrophic events and severe weather conditions, which can be unpredictable;

•our loss reserves are estimates and may be inadequate to cover our actual liability for losses, and actual claims

incurred have exceeded, and in the future may exceed, reserves established for claims;

•the dependence of our financial results on the regulatory, legal, economic and weather conditions in Florida due to

the fact that we conduct substantially all of our business in Florida;

•changing climate conditions may increase the severity and frequency of catastrophic events and severe weather

conditions;

•the severity and frequency of catastrophe events of which are unpredictable;

•dependence upon the effectiveness of exclusions and other loss limitation methods in the insurance policies we

assume or write;

•reliance upon third-party distribution partners, including independent insurance agents, homebuilder-affiliated

agents and national insurance carriers;

•our ability to pursue Citizens’ take-out opportunities;

•cyclical changes in the insurance industry;

•our ability to obtain reinsurance coverage at commercially reasonable rates, or at all;

•credit risk of our reinsurers who may suffer a downgrade;

•the inherent uncertainty of models and our reliance on such models as a tool to evaluate risk, and the dependence

of our results upon our ability to accurately price the risks we underwrite;

•the possibility that our information technology systems may fail or be disrupted;

•our ability to expand our business and the possible need to acquire additional capital in the future to fund such

expansion;

•the ability of our claims department, or the third-party claims adjusters whom we may engage, to effectively

manage or remediate claims as well as unanticipated increases in the severity or frequency of claims;

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•the possibility that actual renewals of our existing policies will not meet expectations;

•increased competition and market conditions, including changes in our financial stability and credit ratings;

•the extensive regulatory environment in which we operate that requires approval of rate increases, can mandate

rate decreases, and that can dictate underwriting practices and mandate participation in loss sharing arrangements,

and other potential further restrictive regulation we may face;

•mandatory assessments or competition for government entities may create short-term liabilities or affect our

ability to underwrite more policies; and

•other risks identified in Part I, Item 1A “Risk Factors” in this Annual Report on Form 10-K.

New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact

of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ

materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and

assumptions, the future events and trends discussed in this Annual Report on Form 10-K may not occur and actual results

could differ materially and adversely from those anticipated or implied in the forward-looking statements.