American Integrity Insurance Group, Inc.
For the period ended Jun 11, 2026. Filed Apr 17, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 11, 2026 · Filed Apr 17, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under §240.14a-12 |
AMERICAN INTEGRITY INSURANCE GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Tampa, Florida
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders (the “Annual Meeting”) of American
Integrity Insurance Group, Inc. to be held on June 11, 2026 at 10:00 a.m., Eastern Time. The Annual Meeting
will be conducted as a virtual meeting of stockholders by means of a live audio webcast. We believe that
hosting a virtual meeting will enable greater stockholder attendance and participation from any location. You
will not be able to attend the Annual Meeting in person. You will be able to attend the Annual Meeting online
by visitingwww.proxydocs.com/AII.
Enclosed are the notice of the Annual Meeting and proxy statement, which describe the business that will be
acted upon at the Annual Meeting, as well as our 2025 Annual Report, which includes our audited financial
statements for the fiscal year ended December 31, 2025.
Your vote is very important, regardless of the number of shares of common stock you own. To vote your shares
of common stock, please refer to the instructions included on the enclosed proxy card. If your shares are held in
the name of a broker, trust, bank or other nominee and you receive these materials through such intermediary,
please complete and return the materials in accordance with the instructions provided to you by your broker,
trust, bank or other nominee or contact your broker, trust, bank or other nominee directly in order to obtain a
proxy issued to you by your intermediary to vote your shares. Failure to do so may result in your stock not
being eligible to be voted by proxy at the Annual Meeting. On behalf of the Board of Directors, I urge you to
follow the instructions provided to you and vote your shares today, even if you plan to attend the virtual
meeting.
Thank you for your support of our company. I look forward to speaking with you at the Annual Meeting.
Sincerely,
/s/ Robert Ritchie
Robert Ritchie
Chief Executive Officer and Director
American Integrity Insurance Group, Inc.
Tampa, FL 33607
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 11, 2026
NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of American
Integrity Insurance Group, Inc., a Delaware corporation (the “Company”), will be held on June 11, 2026 at 10:00 a.m.,
Eastern Time, by means of a live audio webcast for the following purposes:
(1)Director Election Proposal — To elect one Class I director to serve until the Company’s 2029 annual
meeting of stockholders and until such director’s successor shall have been duly elected and qualified or until
such director’s earlier death, resignation or removal;
(2)Auditor Ratification Proposal — To ratify the appointment of Forvis Mazars, LLP as the Company’s
independent registered public accounting firm for the year ending December 31, 2026;
(3)Say-on-Pay Proposal — To approve, on an advisory basis, the compensation of the Company’s named
executive officers; and
(4)Say-on-Frequency Proposal — To approve, on an advisory basis, the frequency of future advisory votes on
named executive officer compensation.
Stockholders will also transact any other business that may properly come before the Annual Meeting or any
adjournment(s), postponement(s) or recess(es) thereof.
Stockholders are referred to the proxy statement accompanying this notice for more detailed information with respect to the
matters to be considered at the Annual Meeting. After careful consideration, the Company’s Board of Directors (the
“Board”) has determined that each proposal listed above is in the best interests of the Company and its stockholders and
has approved each proposal. The Board recommends that you vote “FOR” proposals 1, 2 and 3 and “3 YEARS” for
proposal 4 at the Annual Meeting.
The Board has fixed 5:00 p.m., Eastern Time, on April 13, 2026 as the record date for the Annual Meeting (the “Record
Date”). Only holders of shares of the Company’s common stock of record on the Record Date are entitled to receive notice
of the Annual Meeting and to vote at the Annual Meeting or at any postponement(s), adjournment(s) or recess(es) of the
Annual Meeting. A complete list of registered stockholders entitled to vote at the Annual Meeting will be available for
inspection at the headquarters of the Company during regular business hours for a period of 10 calendar days ending on
the day before the Annual Meeting. If you would like to review the list, please contact our Investor Relations department
by emailing investors@aii.com.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDER MEETING TO BE HELD ON JUNE 11, 2026:
As permitted by the “Notice and Access” rules of the Securities and Exchange Commission, we are making this notice and
the accompanying proxy statement, proxy card and 2025 Annual Report available to stockholders electronically via the
Internet at the following website: www.proxydocs.com/AII.
YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.
If your stock is registered in your name, even if you plan to attend the Annual Meeting online, we request that you vote
your shares in accordance with the instructions set out in the form of proxy and in the proxy statement to ensure that your
stock will be represented at the Annual Meeting.
If your stock is held in the name of a broker, trust, bank or other nominee and you receive these materials through such
intermediary, please complete and return the materials in accordance with the instructions provided to you by your broker,
trust, bank or other intermediary or contact your broker, trust, bank or other nominee directly in order to obtain a proxy
issued to you by your intermediary to attend the Annual Meeting and vote your shares. Failure to do so may result in your
stock not being eligible to be voted by proxy at the Annual Meeting.
By Order of the Board of Directors
/s/ David Clark
David Clark
Chairman of the Board
Tampa, Florida
April 17, 2026
i
TABLE OF CONTENTS
| Page | |
|---|---|
| PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS | 1 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 2 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 8 |
| Classified Board Structure | 8 |
| Directors and the Director Nominee | 8 |
| Arrangements and Family Relationships | 10 |
| Vote Required | 10 |
| CORPORATE GOVERNANCE | 11 |
| Meetings of the Board of Directors | 11 |
| Committees of the Board of Directors | 11 |
| Director Nominations | 14 |
| Involvement in Certain Legal Proceedings | 15 |
| Board Leadership Structure and Role in Risk Oversight | 15 |
| Director Independence | 15 |
| Certain Relationships and Related Party Transactions | 15 |
| Code of Business Conduct and Ethics | 16 |
| Insider Trading Policy; Prohibition on Hedging and Pledging | 17 |
| Equity Award Timing Policy | 17 |
| Compensation Recovery Policy | 17 |
| Communications with the Board of Directors | 17 |
| DIRECTOR COMPENSATION | 18 |
| Non-Employee Director Compensation Policy | 18 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 19 |
| EXECUTIVE OFFICERS | 21 |
| EXECUTIVE COMPENSATION | 22 |
| Overview | 22 |
| Summary Compensation Table | 22 |
| Narrative Disclosure to Summary Compensation Table | 23 |
| Other Elements of Compensation | 27 |
| Outstanding Equity Awards at Fiscal Year-End Table | 28 |
| Potential Payments in Connection with a Change in Control or Separation | 28 |
| Equity Compensation Plan Information | 29 |
| PROPOSAL 2: THE RATIFICATION OF THE APPOINTMENT OF FORVIS MAZARS, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 30 |
| Vote Required | 31 |
| REPORT OF THE AUDIT COMMITTEE | 32 |
| PRINCIPAL ACCOUNTANT FEES AND SERVICES | 33 |
| Fees Paid to Independent Registered Public Accounting Firm | 33 |
| Pre-Approval Policies and Procedures | 33 |
| PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 34 |
| Vote Required | 34 |
| PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION | 35 |
| Vote Required | 35 |
| OTHER BUSINESS | 36 |
| SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS | 36 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.