The underwriters were granted a 30-day option to purchase up to 1,031,250 additional shares from the selling stockholders to cover over-allotments. On May 12, 2025 the underwriters notified the company that they had exercised this option in full, and the option shares closed on May 13, 2025. All of the option shares were sold by the selling stockholders, who received additional gross proceeds of $16.5 million before underwriting discounts, commissions and offering expenses; the company did not receive any proceeds from the sale of the option shares. Including the fully exercised option, total gross offering proceeds (company plus selling stockholders) reached $126,500,000.
The underwriting discount was $1.12 per share. Before exercise of the option, underwriting discounts and commissions payable by the company and selling stockholders totaled $7,700,000, rising to $8,855,000 assuming full exercise; of that, $700,000 (no exercise) to $1,855,000 (full exercise) was payable by the selling stockholders alone. Proceeds before expenses to the company were $93,000,000 (unaffected by the option, since the company sold no option shares), while proceeds before expenses to the selling stockholders were $9,300,000 with no exercise and $24,645,000 with full exercise. The company separately estimated total offering expenses, excluding underwriting discounts and commissions, at approximately $5,000,000.
Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co. acted as joint bookrunning managers and representatives of the underwriters. Per the underwriting agreement's share allocation table, Keefe, Bruyette & Woods and Piper Sandler each committed to purchase 2,406,250 shares; William Blair & Company, L.L.C. committed to 687,500 shares; Citizens JMP Securities, LLC (marketed on the prospectus cover as Citizens Capital Markets) and Raymond James & Associates, Inc. each committed to 515,625 shares; and Oppenheimer & Co. Inc. committed to 343,750 shares, for a total of 6,875,000 shares.
The company expects net proceeds of approximately $81.5 million after deducting the underwriting discount and other offering-related expenses, including termination of the Sowell management services agreement and a Restricted Stock Grant Net Settlement. The company intends to use the net proceeds for general corporate purposes, which may include contributing capital to its subsidiary AIICFL to support growth, and to use approximately $3.5 million of net proceeds to satisfy tax withholding and remittance obligations tied to the Restricted Stock Grant Net Settlement (an estimated 427,333 shares of common stock to be issued in that settlement, assuming a 33.8% weighted average tax withholding rate).
On a pro forma basis as of December 31, 2024, the company's net tangible book value was $12.11 per share before the offering (on 13,331,828 shares outstanding), increasing to $12.62 per share after the offering. New investors purchasing at the $16.00 IPO price experienced immediate dilution of $3.38 per share, while existing owners saw an immediate increase in net tangible book value of $0.51 per share. After the offering, the company had 19,581,828 shares of common stock outstanding. Substantially all shares not sold in the offering became subject to a 180-day lock-up period under lock-up agreements executed in connection with the offering.
In connection with the offering, on May 6, 2025 the company filed an amended and restated certificate of incorporation with the Delaware Secretary of State and its amended and restated bylaws became effective, both approved in advance by the board and stockholders to take effect prior to consummation of the IPO.
Legal counsel to the company on the validity of the common stock offered was Haynes and Boone, LLP of Dallas, Texas. Legal counsel to the underwriters was Skadden, Arps, Slate, Meagher & Flom LLP of New York, New York. Certain legal matters relating to descriptions of the company's insurance regulatory environment were passed upon for the company by Meenan, P.A. of Tallahassee, Florida; the prospectus discloses that certain partners of Meenan, P.A. are members of American Integrity Insurance Group, LLC.
Because the IPO has been confirmed as completed (priced May 7, 2025, closed May 9, 2025, with the over-allotment option fully exercised and closed May 13, 2025), this deal is no longer pending; the status reflects a closed, completed offering rather than pending regulatory approval. No further use-of-proceeds detail, concurrent share repurchase, or pricing-versus-prior-trading-price comparison is disclosed, since there was no pre-IPO public market for the stock (the $16.00 price was the first public price, not a premium or discount to a prior closing price).