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Orion180 completes $240M IPO at $12 a share

Orion180 Insurance Group completed its IPO, raising $240 million and implementing a new capital structure and governance documents.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Orion180 Insurance Group Inc. (OIG) completed its initial public offering of Class A common stock. On September 21, 2026, the company sold 20,000,000 shares at $12.00 per share, generating $240.0 million in gross proceeds before underwriting discounts and commissions.

In connection with the IPO, Orion180’s amended and restated certificate of formation and bylaws became effective, authorizing 400,000,000 Class A shares, 100,000,000 Class B shares, and 50,000,000 preferred shares, each with $0.001 par value. The company also entered into a registration rights agreement and an exchange agreement with Kenneth Gregg and executed indemnification agreements with its directors and executive officers. Five directors were elected, and committee memberships for the Audit, Compensation, and Nominating and Corporate Governance Committees were established.

Positive

  • Completion of IPO raising $240.0 million in gross proceeds from the sale of 20,000,000 Class A shares.
  • Adoption of amended and restated charter and bylaws authorizing up to 550,000,000 shares across Class A, Class B and preferred stock.

Negative

  • None.

Insights

Analyzing...

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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Shares offered in IPO 20,000,000 shares Class A common stock sold in the initial public offering completed September 21, 2026
IPO price per share $12.00 per share Price to the public for the IPO of Class A common stock
Gross IPO proceeds $240.0 million Gross proceeds to Orion180 before underwriting discounts and commissions
Authorized Class A common stock 400,000,000 shares Authorized under amended and restated certificate of formation
Authorized Class B common stock 100,000,000 shares Authorized under amended and restated certificate of formation
Authorized preferred stock 50,000,000 shares Undesignated preferred stock authorized with $0.001 par value
Registration Rights Agreement financial
"the Registration Rights Agreement, dated September 17, 2026, by and between the Company and Kenneth Gregg"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Exchange Agreement financial
"the Exchange Agreement, dated September 21, 2026, by and between the Company and Kenneth Gregg"
A written deal in which two parties agree to swap assets, securities or obligations under set terms—think of it as a formal swap or trade contract. For investors it matters because such agreements can change who owns what, alter a company’s capital structure, affect future cash flows or dilute existing shares, and therefore influence value and risk in a straightforward, contract-driven way.
Indemnification Agreements regulatory
"the Indemnification Agreements, dated September 17, 2026, by and between the Company and each of its directors"
Indemnification agreements are contracts in which one party agrees to pay for losses, legal costs, or damages another party might face — like a friend promising to cover repair bills if their dog breaks your window. For investors, these agreements matter because they determine who ultimately bears financial and legal risk, affecting a company’s potential liabilities, cash flow needs, and the willingness of executives or partners to take on roles or deals.
Amended and Restated Certificate of Formation regulatory
"the Amended and Restated Certificate of Formation of the Company, filed with the Secretary of State"
Amended and Restated Bylaws regulatory
"the Amended and Restated Bylaws of the Company each became effective, in connection with the closing"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.
emerging growth company regulatory
"Emerging growth company x"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Offering Type IPO

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Orion180 Insurance Group Inc. (OIG) announce regarding its IPO?
Orion180 Insurance Group Inc. completed its initial public offering on September 21, 2026, selling 20,000,000 shares of Class A common stock at $12.00 per share for $240.0 million in gross proceeds before underwriting discounts and commissions.

Which governance documents of Orion180 (OIG) became effective with the IPO closing?
On September 21, 2026, Orion180’s Amended and Restated Certificate of Formation and Amended and Restated Bylaws became effective in connection with the closing of the initial public offering of its Class A common stock.

Who were elected to Orion180’s (OIG) board and key committees?
Effective September 17, 2026, Kevin Bollinger, Samir Deshpande, Robert V. Deutsch, Lawrence E. McAlee, and Kernan “Kip” Oberting were elected directors. They were assigned to the Audit, Compensation, and Nominating and Corporate Governance Committees as described in the report.

On which exchange is Orion180 (OIG) Class A common stock listed?
Orion180’s Class A common stock, par value $0.001 per share, trades under the symbol OIG on The Nasdaq Stock Market LLC.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 2026
Orion180 Insurance Group Inc.
(Exact name of registrant as specified in its charter)
Texas001-4347588-0901536
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)
930 S. Harbor City Blvd., Suite 302 Melbourne, Florida 32901
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (321) 213-6222
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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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
Class A Common Stock, $0.001 par value per shareOIGThe Nasdaq Stock Market LLC
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 x
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. o 


Item 1.01Entry into a Material Definitive Agreement.
In connection with the initial public offering (the “Offering”) by Orion180 Insurance Group Inc. (the “Company”) of its Class A common stock, par value $0.001 (the “Common Stock”), described in the prospectus (the “Prospectus”), dated September 17, 2026, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), which is deemed to be part of the Registration Statement on Form S-1 (File No. 333-298453) (as amended, the “Registration Statement”), the following agreements were entered into:  
•the Registration Rights Agreement, dated September 17, 2026, by and between the Company and Kenneth Gregg (the “Registration Rights Agreement”);
•the Exchange Agreement, dated September 21, 2026, by and between the Company and Kenneth Gregg (the “Exchange Agreement”); and
•the Indemnification Agreements, dated September 17, 2026, by and between the Company and each of its directors and executive officers (the “Indemnification Agreements”).
The Registration Rights Agreement, Exchange Agreement, and form of Indemnification Agreement, are filed herewith as Exhibits 10.1, 10.2, and 10.3, respectively, and are incorporated herein by reference. The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements previously filed as exhibits to the Registration Statement and as described therein.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective September 17, 2026, Messrs. Kevin Bollinger, Samir Deshpande, Robert V. Deutsch, Lawrence E. McAlee, and Kernan “Kip” Oberting were elected to the board of directors of the Company. Messrs. Bollinger, McAlee, and Oberting will serve on the Company’s Audit Committee. Messrs. Deutsch, Deshpande, and Oberting will serve on the Company’s Compensation Committee. Messrs. McAlee, Bollinger, Deutsch, and Deshpande will serve on the Company’s Nominating and Corporate Governance Committee. Biographical information regarding the directors has previously been reported by the Company in the Registration Statement.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 21, 2026, the Amended and Restated Certificate of Formation (the “Certificate of Formation”) of the Company, filed with the Secretary of State of the State of Texas on September 14, 2026, and the Amended and Restated Bylaws of the Company (the “Bylaws”) each became effective, in connection with the closing of the initial public offering of shares of the Company’s Common Stock. The Charter, among other things, provides that the Company’s authorized capital stock consists of 400,000,000 shares of Class A common stock and 100,000,000 shares of Class B common stock, in each case, with $0.001 par value, and 50,000,000 shares of undesignated preferred stock, with $0.001 par value. As described in the Prospectus, the Company’s board of directors and shareholders previously approved the amendment and restatement of these documents to be effective upon the completion of the Company’s initial public offering. A description of certain provisions of the Certificate of Formation and the Bylaws is set forth in the section titled “Description of Capital Stock” in the Prospectus. 
The foregoing description of the Certificate of Formation and the Bylaws is qualified in its entirety by reference to (1) the Certificate of Formation filed as Exhibit 3.1 hereto and (2) the Bylaws filed as Exhibit 3.2 hereto, each of which is incorporated herein by reference.


Item 8.01Other Events.
On September 21, 2026, the Company completed the Offering of 20,000,000 shares of its Common Stock at a price to the public of $12.00 per share. The gross proceeds to the Company from the initial public offering were $240.0 million, before deducting underwriting discounts and commissions.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.  
Exhibit No.Description
3.1
Amended and Restated Certificate of Formation of Orion180 Insurance Group Inc. (incorporated by reference to Exhibit 3.1 to Orion180 Insurance Group Inc.’s Form S-8 filed on September 21, 2026, Registration No. 333-299037).
3.2
Amended and Restated Bylaws of Orion180 Insurance Group Inc. (incorporated by reference to Exhibit 3.2 to Orion180 Insurance Group Inc.’s Form S-8 filed on September 21, 2026, Registration No. 333-299037).
10.1
Registration Rights Agreement, dated as of September 17, 2026, by and between Orion180 Insurance Group Inc. and Kenneth Gregg.
10.2
Exchange Agreement, dated as of September 21, 2026, by and between Orion180 Insurance Group Inc. and Kenneth Gregg.
10.3
Form of Indemnification Agreement between Orion180 Insurance Group Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.8 to Orion180 Insurance Group Inc.’s Form S-1 filed on August 20, 2026, Registration No. 333-298453).


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Orion180 Insurance Group Inc.
Date: September 21, 2026By:/s/ Kenneth Gregg
Kenneth Gregg
Chief Executive Officer

Source: View Original Filing on SEC EDGAR

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