AII Form 4 shows director stock sale in $19 public offering

Rhea-AI Filing Summary

American Integrity Insurance Group, Inc. (AII) reported an insider stock sale by a director. On 11/21/2025, a director sold 171,800 shares of common stock in connection with an underwritten public offering. The filing states the shares were sold at a net price of $19.00 per share after underwriting discounts and commissions. Following this transaction, the director beneficially owns 173,414 shares of American Integrity Insurance Group, Inc. common stock, held directly.

Insights

Equity Ownership and Governance Analyst

Director sells a sizable block in a public offering but retains a comparable stake, suggesting limited governance or control change.

The filing shows a director of American Integrity Insurance Group, Inc. selling 171,800 shares of common stock on 11/21/2025. The sale occurred at a net price of $19.00 per share in connection with an underwritten public offering, meaning the transaction was part of a structured distribution rather than open-market selling. After this sale, the director continues to hold 173,414 shares directly.

This pattern indicates a rebalancing of personal holdings while maintaining a substantial position. Because the sale is tied to an underwritten public offering, it aligns with a broader capital markets transaction rather than an isolated disposition. The filing does not describe any change in role or any shift in ownership form, so board-level influence from this individual appears unchanged.

Key items to watch are any future Forms 4 from the same director and any related offering documents describing the broader transaction. The sale date of 11/21/2025 and net price of $19.00 provide reference points for comparing later insider activity and understanding participation levels in this underwritten offering over the coming quarters.

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

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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^*

Smathers Steven E

(Last) (First) (Middle)

5426 BAY CENTER DRIVE, SUITE 600

(Street)

TAMPA FL 33609

(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)

X	Director		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)

X	Form filed by One Reporting Person
	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		171,800	D	$19(1)	173,414	D

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

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, of American Integrity Insurance Group, Inc. at a net price per share of $19.00, after underwriting discounts and commissions.

	/s/ Steven E. Smathers	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.

FAQ

What did American Integrity Insurance Group (AII) disclose in this Form 4?

The company disclosed that a director sold 171,800 shares of American Integrity Insurance Group, Inc. common stock on 11/21/2025 in an underwritten public offering at a net price of $19.00 per share.

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

The Form 4 is signed by /s/ Steven E. Smathers, who is identified in the filing as a director of American Integrity Insurance Group, Inc.

How many American Integrity Insurance Group (AII) shares did the director sell?

The director reported a sale of 171,800 shares of American Integrity Insurance Group, Inc. common stock in a single transaction on 11/21/2025.

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

The shares were sold at a net price of $19.00 per share, which the filing notes is after underwriting discounts and commissions related to the underwritten public offering.

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

After the reported transaction, the director beneficially owns 173,414 shares of American Integrity Insurance Group, Inc. common stock, held with direct ownership.

What type of transaction is reported for American Integrity Insurance Group (AII) in this Form 4?

The Form 4 reports an open market or public sale transaction, coded as S, completed in connection with an underwritten public offering of American Integrity Insurance Group, Inc. common stock.

Does this American Integrity Insurance Group (AII) Form 4 involve derivative securities?

No derivative securities transactions are reported. The detailed table only lists a transaction in common stock, and the derivative securities table does not show any acquired or disposed derivative positions.