American Integrity Insurance Group Inc美股招股说明书(2025-11-20版)

American Integrity Insurance Group, Inc. Common Stock The Selling Stockholders (as defined herein) identified in this prospectus are offering an aggregate of 3,000,000shares of common stock, par value$0.001 per share (the “Common Stock”), of American Integrity Insurance Group, Inc. in this offering. We will not receive any proceeds from the sale ofshares of Common Stock by the Selling Stockholders. Our Common Stock is listed on the New York Stock Exchange (“NYSE”) under the symbol“AII.” On November19, 2025, the last reported share price of our Common Stock on the NYSE was $20.76 per share. See “Risk Factors” beginning on page21 to read about factors you should consider before buying shares of ourCommon Stock. We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, may elect tocomply with certain reduced public company reporting requirements for this and future filings. See “Risk Factors” and “Prospectus Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission or regulatory authority has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PerShareTotalPublic offering price$20.00$60,000,000Underwriting discount and commissions to be paid by the Selling Stockholders(1)$1.00$3,000,000Proceeds, before expenses, to the Selling Stockholders$19.00$57,000,000 (1)See “Underwriting” for additional information regarding underwriting compensation. The Selling Stockholders have granted the underwriters the option, for a period of 30 days, to purchase up to 450,000 additional shares of CommonStock at the public offering price less the underwriting discount and commissions. We will not receive any proceeds from the sale of Common Stock bythe Selling Stockholders. The underwriters expect to deliver the shares of Common Stock against payment in New York, New York on or about November21, 2025. WilliamBlair Keefe,Bruyette&Woods*A Stifel Company Citizens Capital Markets Raymond James Table of Contents TABLE OF CONTENTS PROSPECTUS SUMMARYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSDIVIDEND POLICYUSE OF PROCEEDSMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSINDUSTRYBUSINESS LEGAL MATTERS CHANGE IN INDEPENDENT AUDITOR WHERE YOU CAN FIND MORE INFORMATIONINDEX TO FINANCIAL STATEMENTS AND SCHEDULES None of us, the Selling Stockholders or the underwriters has authorized anyone to provide any information or to make any representationsother than those contained in this prospectus or in any free writing prospectuses we have prepared. We, the Selling Stockholders and theunderwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.The Selling Stockholders and the underwriters are offering to sell shares of Common Stock and seeking offers to buy shares of Common Stockonly in jurisdictions where such offers and sales are permitted. The information in this prospectus is accurate only as of the date of thisprospectus, regardless of the time of delivery of this prospectus or any sale of the Common Stock. Our business, financial condition, results ofoperations and prospects may have changed since that date. For investors outside of the United States: None of we, the Selling Stockholders or any of the underwriters have done anything that would permit thisoffering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in anyjurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession ofthis prospectus and any free writing prospectus must inform themselves about and observe any restrictions relating to this offering and the distribution ofthis prospectus outside of the United States. Table of Contents COMMONLY USED DEFINED TERMS •“we,” “us,” “our,” the “Company,” “American Integrity” and similar references refer: (i)following the consummation of the CorporateContribution, to American Integrity Insurance Group, Inc., a Delaware corporation, and, unless otherwise stated, all of its direct andindirect subsidiaries, and (ii)prior to the completion of the Corporate Contribution, to AIIG and, unless otherwise stated, all of its directand indirect subsidiaries.•“AICS” means American Integrity Claims Services, LLC, a Texas limited liability company.•“AIIC” means American Integrity Insurance Company, a Florida corporation (f/k/a American Integrity Insurance Company of Florida).•“AIIG” means American Integrity Insurance Group, LLC, a Texas limited liability company.•“AIMGA” means American Integrity MGA, LLC, a Texas limited li