Stock-Based Compensation |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-Based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-Based Compensation | Stock-Based Compensation The Company adopted the American Integrity Insurance Group, Inc. 2025 Long-Term Incentive Plan (the “Plan”) effective May 7, 2025. The maximum number of shares of Common Stock that may be issued pursuant to awards under the Plan is 2,175,758 shares of Common Stock. At June 30, 2026, there were 1,886,276 shares of Common Stock available for future issuance under the Plan. Restricted Stock Awards During 2025 and the first half of 2026, the Company issued shares of restricted stock (“RSAs”) under the Plan to its non-employee members of the Board of Directors pursuant to the American Integrity Insurance Group, Inc. 2025 Non-Employee Director Compensation Policy (the “Non-Employee Director Compensation Policy”) approved on September 9, 2025. Under the Non-Employee Director Compensation Policy, an initial grant of 2,658 RSAs was awarded on September 9, 2025, followed by quarterly grants totaling 4,386 RSAs during the remainder of 2025 and 4,944 RSAs during the six months ended June 30, 2026. The RSAs awarded under the Non-Employee Director Compensation Policy vest immediately on their respective grant date. A summary of all RSA activity for the six months ended June 30, 2026 is as follows:
During the three and six months ended June 30, 2026, the Company recognized $49 and $94, respectively, of share- based compensation expense related to the RSAs granted to the non-employee members of the Board of Directors within general and administrative expenses in the condensed consolidated statements of operations and comprehensive income. Restricted Stock Units On December 4, 2025, the Compensation Committee of the Board of Directors approved the grant of 46,876 time- based restricted stock units (“RSUs”) pursuant to the Company’s form of RSU agreement (the “RSU Agreement”) under the Plan. The RSUs were granted to certain executive officers with a grant-date fair value of $20.62 per share, which was determined using the closing price of our Common Stock reported on the New York Stock Exchange on the grant date. One-third of these RSUs vest annually on the Plan’s adoption anniversary date over a three-year term, commencing on May 7, 2026. The vesting of the shares granted pursuant to the RSU Agreement is contingent upon the employee’s continuous employment with the Company through each vesting period. In connection with the first vesting date on May 7, 2026, 6,151 shares were withheld to satisfy estimated tax withholding and remittance obligations. On March 2, 2026, the Compensation Committee of the Board of Directors approved the grant of 44,137 RSUs pursuant to the RSU Agreement under the Plan. These RSUs were granted to certain executive officers based on a grant-date fair value of $21.16 per share, which was determined using the closing price of our Common Stock reported on the New York Stock Exchange on the grant date. One-third of these RSUs vest annually over a three- year term, commencing on March 2, 2027. The shares vested under the RSU Agreement are contingent upon the employee’s continuous employment with the Company through each vesting period. On April 6, 2026, the Compensation Committee of the Board of Directors approved the grant of 4,262 RSUs pursuant to the RSU Agreement under the Plan. These RSUs were granted to an executive officer based on a grant- date fair value of $19.47 per share, which was determined using the closing price of our Common Stock reported on the New York Stock Exchange on the grant date. One-third of these RSUs vest annually over a three-year term, commencing on April 6, 2027. The shares vested under the RSU Agreement are contingent upon the employee’s continuous employment with the Company through each vesting period. On March 2, 2026, the Compensation Committee of the Board of Directors approved the grant of 176,557 PSUs pursuant to the Company’s form of PSU agreement (the “PSU Agreement”) under the Plan. These PSUs were granted to certain executive officers based on a grant-date fair value of $21.16 per share, which was determined using the closing price of our Common Stock reported on the New York Stock Exchange on the grant date. In addition, on April 6, 2026, the Compensation Committee of the Board of Directors approved the grant of 11,813 PSUs pursuant to the PSU Agreement under the Plan. These PSUs were granted to an executive officer based on a grant-date fair value of $19.47 per share, which was determined using the closing price of our Common Stock reported on the New York Stock Exchange on the grant date. These PSUs are subject to a three-year performance period, commencing on January 1, 2026 and ending on December 31, 2028. Performance is measured annually, and following the conclusion of each performance year, the Compensation Committee of the Board of Directors will certify the Company’s achievement of the applicable performance metrics and determine the number of PSUs earned for that year. Notwithstanding the annual performance measurement, the PSUs do not vest until the completion of the full three- year performance period, and participants must remain employed through the end of the performance period to receive any shares underlying the awards. Shares earned based on the annual performance assessments are therefore subject to continued employment through December 31, 2028 and will vest following the end of the performance period, but no later than March 15, 2029. These PSUs were granted assuming expected maximum achievement of the applicable performance conditions and are subject to decreases based on the Company’s actual performance relative to the established metrics for each performance year. A summary of all RSU and PSU activity for the six months ended June 30, 2026 is as follows:
The Company recognizes the compensation cost for the RSUs and PSUs on a straight-line basis over the awards’ vesting period. The Company recognized compensation costs associated with the RSUs and PSUs of $566 and $786 for the three and six months ended June 30, 2026, respectively. The Company did not grant RSUs or PSUs under the Plan prior to December 4, 2025, and therefore no compensation cost related to RSUs or PSUs was recognized for the three and six months ended June 30, 2025. Modifications On April 6, 2026, the Company modified the vesting period of 6,682 RSUs in connection with the transition of one of its executives to a non-employee consulting role. Such RSUs are eligible to vest over the duration of the one-year consulting period. At the end of the consulting period, all of such unvested RSUs that remain outstanding will accelerate and vest in full. In addition, the Company modified the requisite service period of all 12,665 of the executive’s PSUs in connection with the transition. While the original performance periods and vesting dates remain unchanged, remaining compensation cost is recognized over the one-year consulting period based on the estimated level of performance expected to be achieved over the term of the award. The amount of compensation cost recognized will be adjusted in future periods, if necessary, to reflect changes in the estimated achievement of the applicable performance conditions.
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