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AII director Sowell reports sale and 4,768,861 shares still held

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

James E. Sowell and Sowell Investments Holding Co., LLC reported selling 2,353,200 shares of American Integrity Insurance Group, Inc. (AII) common stock at a net price of $19.00 per share in an underwritten public offering. The transaction is coded as a sale and relates to the issuer’s common stock with a par value of $0.001 per share.

Following this transaction, 4,768,861 shares of AII common stock are reported as beneficially owned indirectly through Sowell Investments Holding Co., LLC. The filing is made jointly by Mr. Sowell and the LLC, and Mr. Sowell is identified as a director of the company. The reporting persons state they may be deemed beneficial owners or part of a group under securities laws but expressly disclaim such status except to the extent of their pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Large director-affiliated secondary sale via underwritten offering reduces reported holdings but keeps a significant indirect stake.

This filing reports a significant sale of 2,353,200 shares of American Integrity Insurance Group, Inc. common stock on 11/21/2025 at a net price of $19.00 per share. The sale was made in connection with an underwritten public offering and involved shares indirectly held by Sowell Investments Holding Co., LLC, for which James E. Sowell is the sole manager and a director of the issuer. After this transaction, the reporting persons report indirect beneficial ownership of 4,768,861 shares.

The transaction is a secondary sale by an existing holder, so it reflects a change in ownership rather than issuance of new shares. The reporting persons calculate their position in a cautious way, formally disclaiming beneficial ownership except to the extent of their pecuniary interest, and also disclaiming being part of a "group" for Section 13(d)/(g) purposes. The key dependency is how this reduced reported stake alters alignment and influence of this director-affiliated holder, while still leaving a substantial indirect position.

Items to track from this filing include the completed underwritten offering at $19.00 per share on 11/21/2025 and any future Form 4 reports showing additional sales or changes in the remaining 4,768,861 indirectly held shares. Over the next several reporting periods, repeated large transactions or further reductions in this position would be observable through subsequent Section 16 filings.

Insider SOWELL JAMES E, Sowell Investments Holding Co., LLC
Role 10% Owner | 10% Owner
Sold 2,353,200 shs ($44.71M)
Type Security Shares Price Value
Sale Common Stock 2,353,200 $19.00 $44.71M
Holdings After Transaction: Common Stock — 4,768,861 shares (Indirect, See Footnotes)
Footnotes (1)
  1. The shares were sold in connection with an underwritten public offering of shares of common stock, par value $0.001 per share (the "Common Stock"), of American Integrity Insurance Group, Inc. (the "Issuer") at a net price per share of $19.00, after underwriting discounts and commissions. Consists of shares of Common Stock, directly held by Sowell Investments Holding Co., LLC, of which James E. Sowell is the sole manager. This statement is jointly filed by and on behalf of each of Mr. Sowell and Sowell Investments Holding Co., LLC. Mr. Sowell directly (whether through ownership or position) or indirectly may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise to beneficially own any securities owned by Sowell Investments Holding Co., LLC. The reporting persons each disclaim beneficial ownership of the securities covered by this statement, (Continued from footnote 2) except to the extent of the pecuniary interest of such reporting person in such securities. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities covered by this statement. The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
SOWELL JAMES E
(Last) (First) (Middle)
1601 ELM STREET, SUITE 3500
(Street)
DALLAS TX 75201
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
American Integrity Insurance Group, Inc. [ AII ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/21/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/21/2025 S 2,353,200 D $19(1) 4,768,861 I See Footnotes(2)(3)(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SOWELL JAMES E
(Last) (First) (Middle)
1601 ELM STREET, SUITE 3500
(Street)
DALLAS TX 75201
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sowell Investments Holding Co., LLC
(Last) (First) (Middle)
1601 ELM STREET, SUITE 3500
(Street)
DALLAS TX 75201
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The shares were sold in connection with an underwritten public offering of shares of common stock, par value $0.001 per share (the "Common Stock"), of American Integrity Insurance Group, Inc. (the "Issuer") at a net price per share of $19.00, after underwriting discounts and commissions.
2. Consists of shares of Common Stock, directly held by Sowell Investments Holding Co., LLC, of which James E. Sowell is the sole manager. This statement is jointly filed by and on behalf of each of Mr. Sowell and Sowell Investments Holding Co., LLC. Mr. Sowell directly (whether through ownership or position) or indirectly may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise to beneficially own any securities owned by Sowell Investments Holding Co., LLC. The reporting persons each disclaim beneficial ownership of the securities covered by this statement,
3. (Continued from footnote 2) except to the extent of the pecuniary interest of such reporting person in such securities. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities covered by this statement.
4. The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
JAMES E. SOWELL, /s/James E. Sowell 11/21/2025
SOWELL INVESTMENTS HOLDING CO., LLC, /s/James E. Sowell 11/21/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did James E. Sowell report in this Form 4 for AII?

The Form 4 reports that James E. Sowell, a director of American Integrity Insurance Group, Inc. (AII), and Sowell Investments Holding Co., LLC jointly reported a sale of AII common stock in connection with an underwritten public offering.

How many American Integrity Insurance Group (AII) shares were sold and at what price?

The filing reports that 2,353,200 shares of AII common stock were sold at a net price of $19.00 per share after underwriting discounts and commissions.

How many AII shares does Sowell report beneficially owning after the transaction?

After the reported sale, the Form 4 shows 4,768,861 shares of AII common stock as beneficially owned indirectly through Sowell Investments Holding Co., LLC.

What is James E. Sowell’s relationship to American Integrity Insurance Group (AII)?

The Form 4 identifies James E. Sowell as a director of American Integrity Insurance Group, Inc. The box for director is checked, while the officer and other relationship boxes are not.

Was the AII share sale part of an underwritten public offering?

Yes. The explanation states that the shares were sold in connection with an underwritten public offering of AII common stock at a net price of $19.00 per share.

How is beneficial ownership and group status described in this AII Form 4?

The reporting persons state they may be deemed to beneficially own the securities or to be a member of a group under Sections 13(d), 13(g), or 16 of the Exchange Act, but they disclaim beneficial ownership and group status except to the extent of their pecuniary interest.