Exzeo, majority-owned by HCI (HCI), files S-1 for proposed IPO

Rhea-AI Filing Summary

HCI Group, Inc. reported that its majority-owned subsidiary, Exzeo Group, Inc., has publicly filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission for a proposed initial public offering of Exzeo’s common stock. The number of shares to be offered and the price range have not been determined. The offering is described as subject to market conditions, with no assurance it will be completed or on what terms. Truist Securities, Citizens Capital Markets and William Blair are named as joint book-running managers, and Fifth Third Securities is named as co-manager. The company furnished a related press release as an exhibit.

Insights

Equity capital markets analyst

HCI’s majority-owned tech subsidiary moves toward a potential IPO, but terms and timing remain open.

HCI Group states that its majority-owned subsidiary, Exzeo Group, Inc., has filed a Form S-1 for a proposed IPO of Exzeo common stock. Filing an S-1 is an initial step toward listing, not a guarantee of completion, and the language emphasizes that the deal is subject to market conditions and other factors.

The excerpt notes that key terms such as the number of shares to be offered and the price range have not yet been determined. It also highlights the underwriter lineup, with Truist Securities, Citizens Capital Markets, and William Blair acting as joint book-running managers and Fifth Third Securities as co-manager, signaling a traditional underwritten offering structure.

The disclosure underscores that the registration statement has been filed but is not yet effective and that no sales can occur until effectiveness. It also clarifies that neither the 8-K nor the press release is an offer or solicitation in any jurisdiction where registration or qualification would be required, aligning with standard securities law cautionary language. Subsequent filings will be needed to learn the deal size, valuation, and any effects on HCI’s ownership stake.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

Date of Report (or Date of Earliest Event Reported): September 25, 2025

HCI Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Florida		001-34126		20-5961396
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

3802 Coconut Palm Drive

Tampa, Florida 33619

(Address of Principal Executive Offices)

(813) 405-3600

(Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	HCI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure

On September 25, 2025, we released a press release announcing that our majority owned subsidiary, Exzeo Group, Inc., has publicly filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the proposed initial public offering of Exzeo’s common stock. The number of shares to be offered and the price range for the proposed offering have not yet been determined. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering.

Truist Securities, Citizens Capital Markets and William Blair are acting as joint book-running managers and Fifth Third Securities is acting as a co-manager for the proposed offering.

The proposed offering will be made only by means of a prospectus. Copies of the preliminary prospectus, when available, may be obtained from: Truist Securities, Inc., 740 Battery Ave SE, 3rd Floor, Atlanta, GA 30339, Attention: Prospectus Department, or by email at truistsecurities.prospectus@truist.com; Citizens Capital Markets, 28 State Street, Boston, MA 02109; and William Blair & Company, LLC, 150 North Riverside Plaza, Chicago, Illinois 60606, Attention: Prospectus Department, or by email at prospectus@williamblair.com.

A registration statement on Form S-1 relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This Current Report on Form 8-K and the press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Our earnings release appears as Exhibit 99.1 to this form 8-K

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release

Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 25, 2025.

HCI GROUP, INC.
By:		/s/ Andrew L. Graham
		Andrew L. Graham General Counsel

FAQ

What did HCI (HCI) announce regarding Exzeo Group, Inc.?

HCI disclosed that its majority-owned subsidiary, Exzeo Group, Inc., has publicly filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission for a proposed initial public offering of Exzeo’s common stock.

Is Exzeo’s initial public offering guaranteed to take place?

No. HCI states that the proposed offering is subject to market conditions and there can be no assurance whether or when the offering will be completed or what the final size or terms will be.

Have the number of shares and price range for Exzeo’s IPO been set?

No. The filing states that the number of shares to be offered and the price range for the proposed offering have not yet been determined.

Which firms are managing the proposed Exzeo IPO for HCI’s subsidiary?

The document names Truist Securities, Citizens Capital Markets, and William Blair as joint book-running managers and Fifth Third Securities as a co-manager for the proposed Exzeo offering.

Is the Exzeo registration statement effective and can the securities be sold now?

No. HCI explains that the Form S-1 registration statement has been filed but has not yet become effective, so the securities may not be sold and offers to buy may not be accepted until it becomes effective.

Does HCI’s 8-K or press release constitute an offer to sell Exzeo securities?

No. The company states that the 8-K and the press release do not constitute an offer to sell or a solicitation of an offer to buy the securities, and no sales will occur in any jurisdiction where such actions would be unlawful before proper registration or qualification.

What related document did HCI file with this 8-K?

HCI included a press release about Exzeo’s proposed IPO as Exhibit 99.1, along with an Inline XBRL cover page data file identified as Exhibit 104.