v3.25.1
Subsequent Events
3 Months Ended
Mar. 31, 2025
Subsequent Events [Abstract]  
Subsequent Events
18.
Subsequent Events
Initial Public Offering and Corporate Contribution
On May 9, 2025, immediately prior to the IPO of American Integrity Insurance Group, Inc., the holders of all of the outstanding equity interests in AIIG, contributed all of their equity interests in AIIG, to American Integrity Insurance Group, Inc., a Delaware corporation, in exchange for the issuance of an aggregate of 12,904,495 shares of Common Stock. As the entities were under common control, this transaction was accounted for as a transfer between entities under common control, with no change in the basis of the contributed equity interests.
In addition, the Company completed its IPO of an aggregate of 6,875,000 shares of Common Stock at a price to the public of $16.00 per share, 6,250,000 of which shares were sold by the Company and 625,000 of which shares were sold by certain selling stockholders. The gross proceeds to the Company from the IPO were $100 million and gross proceeds to the selling stockholders from the IPO were $10 m
il
lion, before deducting underwriting discounts and commissions and estimated offering expenses of approximately $18.5 million, which consists of $7 million of underwriter commission, approximately $4.7 million of deferred offering expenses, of which $1.7 million was deferred during the first quarter of 2025 and other one-time expenses at the IPO date of $6.8 million. The Company did not receive any proceeds from the sale of shares of Common Stock in the offering by the selling stockholders. The selling stockholders granted the underwriters an option, for a period of 30 days, to purchase up to 1,031,250 additional shares of Common Stock (the “Option Shares”).
On May 12, 2025, the underwriters notified the Company and the Selling Stockholders that they had elected to exercise the option in full. The offering of the Option Shares closed on May 13, 2025. All of the Option Shares were sold by the Selling Stockholders. The Company did not receive any of the proceeds from the sale of the O
pti
on Shares by the Selling Stockholders, and gross proceeds to the Selling Stockholders for the sale of the Option Shares were $16.5 million.
The Company’s Common Stock is listed on the New York Stock Exchange under the symbol “AII.”
Restricted Stock Awards
Also in connection with the IPO, the Company effected the net issuance of approximately 417,470 shares of Common Stock in connection with the Restricted Stock Grants made upon the consummation of the IPO after giving effect to the withholding of approximately 234,587 shares of Common Stock to satisfy the estimated tax withholding and remittance obligations. This will result in approximately $10.4 million of stock compensation expense that will be recorded in the second quarter of 2025.
Profit Participation Plan Payout
Subsequent to March 31, 2025, but prior to the IPO an $8 million tax distribution was made to certain key employees that were a part of the profit participation plan.