HCI Group (HCI) sets $100K cash plus restricted share awards for directors

Rhea-AI Filing Summary

HCI Group, Inc. approved a new compensation plan for its non-employee directors on June 11, 2026. Each director will receive an annual cash retainer of $100,000, paid quarterly, plus 750 restricted common shares.

The restricted shares cannot be transferred until May 27, 2027, but directors will receive dividends and retain full ownership rights during this period. The plan standardizes and formalizes board compensation using a mix of cash and equity.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Figures

Annual cash retainer per director: $100,000 Annual restricted shares per director: 750 shares Restriction end date: May 27, 2027 +1 more

4 metrics

Annual cash retainer per director $100,000 Non-employee director compensation established June 11, 2026

Annual restricted shares per director 750 shares Non-employee director equity compensation

Restriction end date May 27, 2027 Transfer restrictions on restricted common shares

Agreement approval date June 11, 2026 Compensation committee established director compensation plan

Key Terms

Material Definitive Agreement, restricted common shares, compensation committee

3 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement On June 11, 2026"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

restricted common shares financial

"and 750 shares of restricted common shares. The shares are subject to restrictions"

Restricted common shares are company stock that cannot be freely sold or transferred until certain conditions are met, such as time-based vesting, performance targets, or regulatory clearance. For investors, they matter because they reduce the number of shares available to trade today but can increase supply later, affecting share price, liquidity and potential dilution — like a stash of coupons that can't be used until a future date.

compensation committee financial

"On June 11, 2026, our compensation committee established a compensation plan"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

0001400810false00014008102026-06-112026-06-11

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): June 11, 2026

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) 849-9500

(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 1.01 Entry into a Material Definitive Agreement

On June 11, 2026, our compensation committee established a compensation plan for the company’s non-employee directors. Under the plan, each director is to receive annually $100,000 in cash, payable quarterly, and 750 shares of restricted common shares. The shares are subject to restrictions on transfer until May 27, 2027. During the period of restriction, the directors will be entitled to dividends and all other rights of ownership.

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.

		HCI Group, Inc.
Date: June 15, 2026		By:	/s/ Andrew L. Graham
			Andrew L. Graham General Counsel

FAQ

What compensation did HCI (HCI) approve for non-employee directors?

HCI approved annual compensation of $100,000 in cash plus 750 restricted common shares for each non-employee director. Cash is paid quarterly, while shares are subject to transfer restrictions until May 27, 2027, but still carry dividends and full ownership rights.

When did HCI (HCI) approve the new non-employee director compensation plan?

HCI’s compensation committee approved the new non-employee director compensation plan on June 11, 2026. The plan defines annual cash retainers, equity awards, and related restrictions on transfer, providing a clear, structured framework for compensating outside board members going forward.

How are equity awards structured for HCI (HCI) non-employee directors?

Each non-employee director receives 750 restricted common shares annually. These shares cannot be transferred until May 27, 2027, but directors receive dividends and all other ownership rights during the restriction period, aligning compensation with long-term shareholder value through equity exposure.

Do HCI (HCI) directors receive dividends on their restricted common shares?

Yes. During the restriction period, non-employee directors are entitled to dividends and all other rights of ownership on their 750 restricted common shares. The only limitation is on transferring the shares until May 27, 2027, which encourages longer-term alignment with company performance.

How often is cash compensation paid to HCI (HCI) non-employee directors?

Non-employee directors receive the $100,000 annual cash retainer in quarterly installments. This means payments are spread throughout the year, while the equity component of 750 restricted common shares provides additional long-term incentive tied to HCI’s share performance and dividend stream.

Filing Exhibits & Attachments

1 document

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 28.6 KB