Tax-driven share disposition by Hippo Holdings (HIPO) CEO McCathron

Rhea-AI Filing Summary

Hippo Holdings Inc. director and Chief Executive Officer Richard McCathron reported a tax-withholding disposition of common stock under an equity award. On this transaction, 11,586 shares of common stock were disposed of at an average price of $28.5919 per share to cover tax obligations. Following this administrative transaction, McCathron’s direct holdings total 431,118 shares of Hippo common stock, which the filing notes include 154,336 restricted stock units (RSUs) that are subject to vesting conditions.

Insights

Equity compensation and governance analyst

CEO’s Form 4 shows routine tax withholding, not an open-market sale.

The filing shows Hippo’s CEO, Richard McCathron, disposed of 11,586 common shares at $28.5919 per share through a tax-withholding mechanism tied to an equity award. Code F transactions typically reflect shares withheld by the company to satisfy tax liabilities.

Because this is a tax-withholding disposition rather than a discretionary market sale, it is usually viewed as an administrative part of equity compensation. After the transaction, McCathron continues to hold 431,118 shares, including 154,336 RSUs, so his overall exposure to Hippo’s equity remains substantial.

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

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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^*

McCathron Richard

(Last) (First) (Middle)

C/O HIPPO HOLDINGS INC. 1 ALMADEN BLVD

SUITE 400

(Street)

SAN JOSE CA 95113

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hippo Holdings Inc. [ HIPO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

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	02/15/2026		F		11,586	D	$28.5919	431,118(1)	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. Includes 154,336 RSUs.

Remarks:

	/s /Guy Zeltser, Attorney-in-Fact for Richard McCathron	02/18/2026
	** 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).
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FAQ

What did Hippo Holdings (HIPO) disclose in this Form 4 for its CEO?

The Form 4 reports that Hippo Holdings CEO Richard McCathron completed a tax-withholding disposition of common stock under an equity award. Shares were withheld to satisfy tax obligations, rather than sold in the open market, and his overall ownership in Hippo stock remains significant afterward.

How many Hippo Holdings shares were disposed of and at what price?

Richard McCathron disposed of 11,586 shares of Hippo Holdings common stock in this transaction. The filing lists an average price of $28.5919 per share, reflecting shares withheld to cover tax liabilities associated with an equity compensation award, rather than a voluntary market sale of stock.

How many Hippo Holdings shares does the CEO own after this Form 4 transaction?

After the reported transaction, Richard McCathron directly holds 431,118 Hippo Holdings common shares. The filing specifies that this total includes 154,336 restricted stock units (RSUs), which represent share-based awards that generally vest over time and are not yet fully unrestricted common shares.

Was the Hippo Holdings CEO’s transaction an open-market sale of shares?

No, the transaction was not an open-market sale. The Form 4 uses transaction code F and describes a tax-withholding disposition, meaning shares were delivered to cover tax obligations arising from an equity award, a common administrative feature of stock-based compensation programs.

What does the footnote about RSUs mean in Hippo Holdings’ Form 4?

The footnote explains that the CEO’s reported holdings include 154,336 restricted stock units (RSUs). RSUs are share-based awards that convert into common stock upon vesting, so they contribute to his economic exposure to Hippo, even though they may still be subject to vesting conditions and transfer restrictions.

Who is the insider involved in this Hippo Holdings Form 4 filing?

The insider is Richard McCathron, who serves as both a director and the Chief Executive Officer of Hippo Holdings Inc. The Form 4 details his tax-withholding disposition of common stock tied to an equity compensation award, along with his updated direct share and RSU holdings in the company.