Exzeo Group Inc美股招股说明书(2025-11-05版)

Prior to this offering, there has been no public market for our common stock. The initial public offering price is $21.00 per share. We have beenapproved to list our common stock on the New York Stock Exchange (“NYSE”) under the symbol “XZO”. Immediately after this offering, HCI Group, Inc., or HCI, will own 75,000,000 shares of our common stock, which will represent approximately81.54%of our total outstanding shares of common stock and voting power if the underwriters’ option in this offering is exercised in full. As long as HCIcontinues to control shares representing a majority of our voting power, it will generally be able to determine the outcome of all corporate actionsrequiring shareholder approval, including the election of directors. As a result, we believe we are eligible for, but do not intend to take advantage of, the“controlled company” exemptions to the corporate governance rules for NYSE-listed companies. We are an “emerging growth company,” as defined in Section2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and, as such, aresubject to reduced public company reporting requirements. See “Prospectus Summary—Emerging Growth Company Status.” Investing in our common stock involves risks. See “Risk Factors” beginning on page 15 to read about factors you should consider before buying Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission or other regulatory body has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. (1)See “Underwriting” for a description of the compensation payable to the underwriters. The underwriters have the option for a period of 30 days from the date of this prospectus to purchase up to a maximum of1,200,000additional shares ofour common stock from us at the initial public offering price, less the underwriting discounts and commissions. At our request, the underwriters have reserved up to 5% of the shares of common stock offered by this prospectus for sale, at the initial public offeringprice, to certain individuals associated with us and our stockholders. See “Underwriting—Directed Share Program.” Delivery of the shares of common stock will be made on or about November6, 2025. Joint Bookrunning Managers Truist Securities Citizens Capital Markets William Blair Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONDILUTIONOUR BUSINESSMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSMANAGEMENTEXECUTIVE COMPENSATIONCERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSPRINCIPAL SHAREHOLDERSDESCRIPTION OF CAPITAL STOCKSHARES ELIGIBLE FOR FUTURE SALEMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FORNON-U.S.HOLDERS OF OUR COMMON STOCKUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Neither we nor the underwriters have authorized anyone to provide you with any information other than that contained in this prospectus and any freewriting prospectus prepared by or on behalf of us that we have referred to you. If anyone provides you with additional, different or inconsistentinformation, we and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, such information. Offers to sell, andsolicitations of offers to buy, shares of our common stock are being made only in jurisdictions where offers and sales are permitted. The informationcontained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of ourcommon stock. Our business, financial condition, operating results and prospects may have changed since such date. Presentation and Other Information In this prospectus, “Exzeo,” the “company,” “our company,” “we,” “us” and “our” refer to Exzeo Group, Inc. and its consolidated subsidiaries. No action is being taken by us or the underwriters in any jurisdiction outside the United States to permit a public offering of shares of common stock orpossession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the UnitedStates must inform themselves about and observe any restrictions relating to this offering and the distribution of this prospectus applicable to thatjurisdiction. Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Percentage amountsincluded in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding.For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calcul