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American Integrity Insurance (AII) director reports 295,037-share sale at $19 net

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

Rhea-AI Filing Summary

American Integrity Insurance Group, Inc. insider James E. Sowell reported a sale of common stock in an underwritten public offering. On 12/05/2025, 295,037 shares of common stock were sold at a net price of $19.00 per share following the underwriters’ exercise of their option to purchase additional shares. After this transaction, 4,473,824 shares of common stock are reported as beneficially owned indirectly through Sowell Investments Holding Co., LLC, where Sowell is the sole manager. The reporting persons state that they may be deemed beneficial owners or part of a group for securities law purposes but formally disclaim such beneficial ownership and group status beyond their pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Large shareholder-director sells shares in an underwritten offering via underwriters’ option, modestly reducing indirect stake while retaining a significant position.

The filing shows a sale of 295,037 shares of Common Stock of American Integrity Insurance Group, Inc. on 12/05/2025 at a net price of $19.00 per share. The sale occurred through the exercise of the underwriters’ option in an underwritten public offering, meaning the shares were part of a structured, marketed transaction rather than open-market selling. After this transaction, the reporting persons report beneficial ownership of 4,473,824 shares, held indirectly.

The shares are held by Sowell Investments Holding Co., LLC, with James E. Sowell as sole manager, and the form is jointly filed by both. The reporting persons emphasize that they disclaim beneficial ownership beyond their economic interest and also disclaim being part of any “group” under Sections 13(d) or 13(g). This language signals careful management of reporting status and control characterizations, which can affect regulatory thresholds and future filing obligations.

The key point to watch is that a director associated with a large indirect holding participated in the public offering via the underwriters’ option, slightly lowering the reported indirect holdings to 4,473,824 shares as of 12/05/2025. Future Form 4 or Schedule 13 filings, if any, will show whether this transaction is isolated or part of a broader pattern of stake changes over the coming quarters.

Insider SOWELL JAMES E, Sowell Investments Holding Co., LLC
Role 10% Owner | 10% Owner
Sold 295,037 shs ($5.61M)
Type Security Shares Price Value
Sale Common Stock 295,037 $19.00 $5.61M
Holdings After Transaction: Common Stock — 4,473,824 shares (Indirect, See Footnotes)
Footnotes (1)
  1. Pursuant to an exercise of the underwriters' option to purchase additional shares of common stock, par value $0.001 per share (the "Common Stock"), of American Integrity Insurance Group, Inc. (the "Issuer"), the shares of Common Stock were sold in connection with an underwritten public offering of shares of Common Stock 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, except to the extent of the pecuniary interest of such reporting person in such securities. (Continued from footnote 2) 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)
12/05/2025
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 12/05/2025 S 295,037 D $19(1) 4,473,824 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. Pursuant to an exercise of the underwriters' option to purchase additional shares of common stock, par value $0.001 per share (the "Common Stock"), of American Integrity Insurance Group, Inc. (the "Issuer"), the shares of Common Stock were sold in connection with an underwritten public offering of shares of Common Stock 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, except to the extent of the pecuniary interest of such reporting person in such securities.
3. (Continued from footnote 2) 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 12/05/2025
SOWELL INVESTMENTS HOLDING CO., LLC, /s/ James E. Sowell 12/05/2025
** 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 insider transaction did American Integrity Insurance Group (AII) report?

The filing reports that 295,037 shares of American Integrity Insurance Group, Inc. common stock were sold on 12/05/2025 in connection with an underwritten public offering.

At what price were the American Integrity Insurance Group (AII) shares sold?

The shares of common stock were sold at a net price of $19.00 per share after underwriting discounts and commissions.

How many American Integrity Insurance Group (AII) shares does the reporting person beneficially own after the sale?

Following the reported transaction, the filing shows 4,473,824 shares of American Integrity Insurance Group, Inc. common stock beneficially owned indirectly through Sowell Investments Holding Co., LLC.

Who is the reporting person in this American Integrity Insurance Group (AII) Form 4?

The statement is jointly filed by James E. Sowell and Sowell Investments Holding Co., LLC, with Sowell identified as the sole manager of the LLC.

What is the relationship of the reporting person to American Integrity Insurance Group (AII)?

The reporting person is identified as a director of American Integrity Insurance Group, Inc. on the form.

Does the reporting person claim full beneficial ownership of American Integrity Insurance Group (AII) shares?

The reporting persons state that they disclaim beneficial ownership of the securities reported, except to the extent of their pecuniary interest, and also disclaim being part of a group for certain securities law purposes.