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American Integrity Insurance Group, Inc.

For the period ended Jun 11, 2026. Filed Apr 17, 2026.

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About this filing

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

AII$26.95-0.5%Stored close · as of Nov 6, 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 STOCKHOLDERS1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING2
PROPOSAL 1: ELECTION OF DIRECTORS8
Classified Board Structure8
Directors and the Director Nominee8
Arrangements and Family Relationships10
Vote Required10
CORPORATE GOVERNANCE11
Meetings of the Board of Directors11
Committees of the Board of Directors11
Director Nominations14
Involvement in Certain Legal Proceedings15
Board Leadership Structure and Role in Risk Oversight15
Director Independence15
Certain Relationships and Related Party Transactions15
Code of Business Conduct and Ethics16
Insider Trading Policy; Prohibition on Hedging and Pledging17
Equity Award Timing Policy17
Compensation Recovery Policy17
Communications with the Board of Directors17
DIRECTOR COMPENSATION18
Non-Employee Director Compensation Policy18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT19
EXECUTIVE OFFICERS21
EXECUTIVE COMPENSATION22
Overview22
Summary Compensation Table22
Narrative Disclosure to Summary Compensation Table23
Other Elements of Compensation27
Outstanding Equity Awards at Fiscal Year-End Table28
Potential Payments in Connection with a Change in Control or Separation28
Equity Compensation Plan Information29
PROPOSAL 2: THE RATIFICATION OF THE APPOINTMENT OF FORVIS MAZARS, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM30
Vote Required31
REPORT OF THE AUDIT COMMITTEE32
PRINCIPAL ACCOUNTANT FEES AND SERVICES33
Fees Paid to Independent Registered Public Accounting Firm33
Pre-Approval Policies and Procedures33
PROPOSAL 3: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION34
Vote Required34
PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION35
Vote Required35
OTHER BUSINESS36
SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS36
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.