HCI Group CFO surrenders shares for tax withholding

HCI Group, Inc. Chief Financial Officer James Mark Harmsworth reported a compensation-related share withholding to cover taxes.

Rhea-AI Filing Summary

HCI Group, Inc. Chief Financial Officer James Mark Harmsworth reported a compensation-related share withholding to cover taxes. On May 22, 2026, 13,379 shares of common stock were surrendered at $157.79 per share to satisfy estimated federal tax liability tied to the vesting of 34,000 restricted shares.

Following these entries, he reports direct ownership positions of 1,251 and 37,229 common shares in separate holdings. A prior restricted stock grant received on December 19, 2025 will vest in equal parts on October 23, 2026, October 23, 2027, and October 23, 2028 under the company’s 2012 Omnibus Incentive Plan.

Insider Trade Summary

Exercise Price or Tax Liability: 13,379 shares

Exercise Price or Tax Liability 3 txns

Insider Harmsworth James Mark

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	13,379	$157.79	$2.11M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 38,480 shares (Direct)

Footnotes (2)

1. F1. 13,379 shares were surrendered to cover the estimated federal tax liability associated with the vesting of 34,000 restricted shares on May 22, 2026.
2. F2. On December 19, 2025, the Reporting Person received a restricted stock grant. The shares will vest in equal increments on October 23, 2026, October 23, 2027, and October 23, 2028. These shares were granted by the company pursuant to the company's 2012 Omnibus Incentive Plan and under the terms and conditions of a restricted stock agreement dated 12/19/2025.

Key Figures

Shares surrendered for taxes: 13,379 shares Surrender price per share: $157.79/share Restricted shares vested: 34,000 shares +3 more

6 metrics

Shares surrendered for taxes 13,379 shares Tax-withholding disposition on May 22, 2026

Surrender price per share $157.79/share Value used for 13,379-share tax withholding

Restricted shares vested 34,000 shares Restricted stock vesting on May 22, 2026

Direct holding 1 1,251 shares Common stock position following transactions

Direct holding 2 37,229 shares Common stock position following transactions

Tax-withholding transactions 1 transaction Form 4 summary shows one F-code disposition

Key Terms

restricted shares, restricted stock grant, Omnibus Incentive Plan, tax liability, +1 more

5 terms

restricted shares financial

"13,379 shares were surrendered to cover the estimated federal tax liability associated with the vesting of 34,000 restricted shares on May 22, 2026."

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

restricted stock grant financial

"On December 19, 2025, the Reporting Person received a restricted stock grant."

A restricted stock grant is an award of company shares given to an employee or executive that cannot be sold or transferred until certain conditions are met, such as staying with the company for a set time or hitting performance goals. For investors, it signals how the company ties pay to future performance and can affect the number of shares outstanding and management’s incentives—think of it as a wrapped gift you only keep once you meet the requirements.

Omnibus Incentive Plan financial

"These shares were granted by the company pursuant to the company's 2012 Omnibus Incentive Plan"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

tax liability financial

"13,379 shares were surrendered to cover the estimated federal tax liability associated with the vesting"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

What did HCI (HCI) CFO James Mark Harmsworth report in this Form 4?

He reported a compensation-related share withholding. On May 22, 2026, 13,379 HCI Group common shares were surrendered at $157.79 per share to cover estimated federal taxes on the vesting of 34,000 restricted shares, a non-market, tax-settlement event.

How many HCI (HCI) shares were surrendered for taxes by the CFO?

A total of 13,379 common shares were surrendered. These shares covered the estimated federal tax liability associated with the vesting of 34,000 restricted shares on May 22, 2026, according to the filing’s footnote describing the tax-withholding disposition.

What restricted shares vested for HCI (HCI) CFO on May 22, 2026?

34,000 restricted shares vested for the CFO on May 22, 2026. To cover related estimated federal tax obligations from this vesting, 13,379 of those shares were surrendered back, rather than being sold in the open market, as described in the footnote.

What are the CFO’s reported HCI (HCI) share holdings after these transactions?

After the reported entries, he shows two direct common stock holdings: one with 1,251 shares and another with 37,229 shares. These positions reflect his reported ownership following the tax-withholding surrender of 13,379 shares linked to restricted stock vesting.

What future vesting schedule is disclosed for the HCI (HCI) CFO’s restricted stock?

A restricted stock grant received on December 19, 2025 will vest in three equal installments. The shares are scheduled to vest on October 23, 2026, October 23, 2027, and October 23, 2028 under HCI Group’s 2012 Omnibus Incentive Plan and a restricted stock agreement.

Was the HCI (HCI) CFO’s share disposition an open-market sale?

No, the filing describes a tax-withholding disposition, not an open-market sale. The 13,379 surrendered shares were used to satisfy estimated federal tax liability arising from the vesting of 34,000 restricted shares, so it is a routine compensation-related event.

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Accepted by SEC EDGAR 05/27/2026 - 05:00 PM Learn about SEC filing dates

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^*

Harmsworth James Mark

(Last) (First) (Middle)

3802 COCONUT PALM DRIVE

(Street)

TAMPA FLORIDA 33619

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
HCI Group, Inc. [ HCI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/22/2026		F		13,379(1)	D	$157.79	0	D
Common Stock								37,229	D
Common Stock								1,251(2)	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. 13,379 shares were surrendered to cover the estimated federal tax liability associated with the vesting of 34,000 restricted shares on May 22, 2026.

2. On December 19, 2025, the Reporting Person received a restricted stock grant. The shares will vest in equal increments on October 23, 2026, October 23, 2027, and October 23, 2028. These shares were granted by the company pursuant to the company's 2012 Omnibus Incentive Plan and under the terms and conditions of a restricted stock agreement dated 12/19/2025.

	/s/ Andrew L. Graham as Attorney-in-fact for James Mark Harmsworth	05/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)