The underwriters were granted a 30-day option to purchase up to 1,000,000 additional shares to cover over-allotments. According to the company's Form 10-Q for the quarter ended June 30, 2025, the IPO closed on June 12, 2025 with the issuance of 7,666,667 shares at $17.00 per share, which equals the base 6,666,667 shares plus the full 1,000,000-share over-allotment, confirming the option was exercised in full. This brought total gross proceeds to approximately $130.3 million. After underwriting discounts and commissions of $8.6 million and other offering expenses of $7.0 million (together $15.6 million), the company received net proceeds of approximately $114.7 million, which were recorded in additional paid-in capital.
The underwriting syndicate, as named on the prospectus cover page, consisted of J.P. Morgan Securities LLC and Barclays Capital Inc. as the two largest participants, each allocated 2,666,667 shares in the underwriters' purchase table, followed by Citigroup Global Markets Inc. at 666,667 shares, and TD Securities (USA) LLC and Wells Fargo Securities, LLC at 333,333 shares each (totaling the base 6,666,667 shares before the over-allotment). The underwriting fee was $1.19 per share, equal to $7,933,333.73 on the base offering, with a selling concession to dealers of up to $0.714 per share.
Ategrity stated in the prospectus that the principal purposes of the offering were to increase its capitalization and financial flexibility and to create a public market for its common stock, with net proceeds to be used as capital to grow the business, initially invested in fixed income securities, and for other general corporate purposes. The subsequent 10-Q confirmed that net proceeds were used to support growth initiatives, increase statutory capital and surplus of its insurance subsidiaries, and for general corporate purposes; no debt repayment or acquisition financing use was disclosed.
Immediately prior to the IPO's effectiveness, Ategrity Specialty Holdings LLC converted from a Delaware LLC into a Nevada corporation and completed a 1-for-10.66 reverse unit split, with all historical share and per-share data retroactively restated. As of March 31, 2025 (the most recent balance sheet date in the prospectus), the company had a historical net tangible book value of $10.56 per share on an as-converted basis; the IPO price of $17.00 per share represented an immediate dilution of $5.84 per share to new investors, with as-adjusted net tangible book value rising to $11.16 per share after the base offering (or $11.26 and $5.74 of dilution if the option were exercised in full). On the base offering, new investors contributed 23.1% of total consideration paid ($113.3 million of $490.1 million) for 14.2% of the 47,066,674 shares outstanding immediately after the offering, while existing securityholders retained 85.8% of shares for 76.9% of consideration paid. Following the full over-allotment exercise, total shares outstanding stood at 48,066,674 as of June 30, 2025.
All of the company's directors, officers, and existing owners agreed to 180-day lock-up agreements from the date of the prospectus, subject to customary exceptions. The offering consisted entirely of primary shares sold by the company; no selling stockholder shares were included in the base or over-allotment shares described above.
Legal matters for the company in connection with the offering were passed upon by Latham & Watkins LLP (New York, NY), with the validity of the shares passed upon by Brownstein Hyatt Farber Schreck, LLP (Las Vegas, NV), reflecting the company's Nevada incorporation. Skadden, Arps, Slate, Meagher & Flom LLP (New York, NY) represented the underwriters. The consolidated financial statements of Ategrity Specialty Holdings LLC for the years ended December 31, 2024 and 2023 were audited by Ernst & Young LLP.
In connection with the IPO's closing, the company also entered into a Shared Services Agreement with Zimmer Financial Services Group LLC (ZFSG), a Stockholders' Agreement among the company, ZFSG, Zimmer Management Services LLC and other signatories, indemnification agreements with directors and officers, and an employment agreement with Justin Cohen, all dated June 10, 2025 and disclosed in a Form 8-K filed June 12, 2025. ZFSG continued to hold majority voting power after the offering, making Ategrity a "controlled company" under NYSE governance rules.