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Ategrity Specialty Insurance Co Holdings

In its 2026 annual report the company says: “Ategrity Specialty Insurance Company Holdings is a specialty property and casualty insurance holding company dedicated exclusively to the excess and surplus market for small to medium-sized businesses across the United States. Our underwriting operations are conducted through Ategrity Specialty Insurance Company, a Delaware-domiciled E&S insurer.”4 It is headquartered in New York, United States.2 Its shares trade on NYSE under the symbol ASIC.2

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Last updated Oct 21, 2026.

Overview

Compare with Global Indemnity Group, LLC, Hippo Holdings Inc. or UPC Insurance, or pick any stock.

  • TickerASIC on NYSE2
  • IndustryFire, Marine & Casualty Insurance2
  • HeadquartersNew York, United States2
  • Incorporated inDE3
  • Business address9 West 57Th Street, 33Rd Floor, New York, Ny 100193
  • Filer category, Emerging growth company3
  • Legal formProfit Corporation2
  • LEI549300KMIVG4HUBDUF072
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressC/O CORPORATION SERVICE COMPANY, 89703 Carson City, United States2
  • Registered withBusiness Center (Secretary of State), NV202533734452

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Ategrity Specialty Insurance Company Holdings is a specialty property and casualty insurance holding company dedicated exclusively to the excess and surplus (“E&S”) market for small to medium-sized businesses (“SMBs”) across the United States. Our underwriting operations are conducted through Ategrity Specialty Insurance Company, a Delaware-domiciled E&S insurer (“Ategrity Specialty”).4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

17.4%Net margin5
23.4%Revenue growth, 20255
12.0%Return on equity5
$140.7MFree cash flow5

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs78¢$329.2M
  • Interest0¢$1.4M
  • Income tax5¢$19.8M
  • Profit17¢$74.0M

Out of $424.3M in revenue.5

Where each dollar of operating cash went, fiscal 2025

  • Capital spending4¢$6.5M
  • Share buybacks2¢$2.7M
  • Kept or used elsewhere94¢$138.0M

Out of $147.2M of cash from operations.5

Financial statements

Revenue5$424.3M in 2025+23% since 2024
0$200.0M$400.0M$600.0M2024: $343.8M$343.8M20242025: $424.3M$424.3M2025+23%
Net income5$74.0M in 2025+57% since 2024
0$20.0M$40.0M$60.0M$80.0M2024: $47.1M$47.1M20242025: $74.0M$74.0M2025+57%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Gross written premiums$581.5M$437.0M
Ceded written premiums-$156.9M-$137.8M
Net written$424.6M$299.2M
Change in unearned premiums-$62.9M-$8.6M
Net earned$361.7M$290.6M
Fee income$6.6M$918.0K
Net investment income$42.4M$24.0M
Net realized and unrealized gains (losses) on investments$12.7M$28.1M
Other income$1.0M$95.0K
Total revenues$424.3M$343.8M
Losses and loss adjustment expenses$212.1M$175.2M
Underwriting, acquisition and insurance expenses$113.3M$98.6M
Interest expense$1.4M$2.0M
Other expenses$1.6M$1.7M
Total expenses$328.4M$277.6M
Income before income taxes$95.9M$66.3M
Income tax expense$19.8M$12.3M
Net income$76.1M$53.9M
Less: Net income (loss) attributable to non-controlling interest - General Partner$2.1M$6.9M
Net income attributable to stockholders$74.0M$47.1M
Unrealized gains (losses), net of taxes$6.2M$7.4M
Total comprehensive income attributable to stockholders$80.2M$54.5M
Basic (in dollars per share)$1.64$1.28
Diluted (in dollars per share)$1.58$1.28
Basic (in shares)44.7M shares36.6M shares
Diluted (in shares)46.2M shares36.6M shares

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Corporate structure

Ategrity Specialty Insurance Co Holdings is part of a group headed by Zimmer Financial Services Group LLC. 13 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

  • Zimmer Financial Services Group LLC Wilmington, Delaware, United States
    • Ategrity Specialty Insurance Co Holdings New York, New York, United States
    • Zimmer Partners, LP Subsidiary · New York, New York, United States
      • Zimmer SPC Master Ltd - Series I SP Fund · New York, New York, United States
      • ZP Master MidCap Fund, Ltd. Fund · New York, New York, United States
      • ZP MASTER UTILITY FUND, LTD. Fund · New York, New York, United States
      • ZP MidCap Fund, L.P. Fund · New York, New York, United States
      • ZP OFFSHORE UTILITY FUND, LTD. Fund · New York, New York, United States
      • ZP UTILITY FUND, L.P. Fund · New York, New York, United States
      • ZP UTILITY INSURANCE FUND, L.P. Fund · New York, New York, United States
    • Zimmer Infrastructure Fund, L.P. Fund · Wilmington, Delaware, United States
    • Zimmer Master Infrastructure Fund, L.P. Fund · Wilmington, Delaware, United States
      • Zimmer Offshore Infrastructure Fund, Ltd. Fund · New York, New York, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); owners and owned firms from Form ADV, the registration investment advisers file with the SEC. Each entity in the chart links to its source.

What it owns

What Ategrity Specialty Insurance Co Holdings reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$8.2M5 Dec 31, 2025$1.8M5 Dec 31, 2024+364.7%
Accumulated depreciation$1.6M5 Dec 31, 2025$993.0K5 Dec 31, 2024+59.6%
Property and equipment, net$6.7M5 Dec 31, 2025$780.0K5 Dec 31, 2024+753.1%
Operating-lease assets (leased space)$1.7M5 Dec 31, 2025$2.3M5 Dec 31, 2024−23.3%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$29.7M5 Dec 31, 2025$26.6M5 Dec 31, 2024+11.8%

Properties, in its own words

We utilize office facilities in New York, New York under the Shared Services Agreement and office space in Phoenix, Arizona and Atlanta, Georgia pursuant to office service agreements. We previously leased office space in Scottsdale, Arizona, which was subleased to an affiliate. We do not own any real property, and none of our leased or shared office arrangements are material to our business. We believe our existing facilities are adequate to support our current operations.

Item 2 of the 10-K filed Mar 6, 2026.4

Leadership

Who has led Ategrity Specialty Insurance Co Holdings, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Justin G. Cohen2025–now

Chief financial officer

  1. Neelam Patel2025–2026
  2. Neil Adler2026–now
Board members and other officers (8)

Subsidiaries and ownership

Parent company (GLEIF)

Ownership links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); each one cites its LEI record.

Former names

  • Ategrity Specialty Holdings LLCNov 20, 2024 to Jun 11, 20253

Timeline

  1. Sep 4, 20268-K Executive or director change18
  2. Jul 29, 20268-K Results of operations19
  3. Jul 10, 20268-K Results of operations; Executive or director change20
  4. Jun 11, 20268-K Shareholder vote21
  5. Apr 29, 20268-K Results of operations22
  6. Feb 19, 20268-K Results of operations23
  7. Feb 19, 20268-K Other events24
  8. Dec 18, 20258-K Regulation FD disclosure25
  9. Oct 22, 20258-K Results of operations26
  10. Aug 14, 20258-K Results of operations27
  11. Aug 11, 20258-K Financial statements and exhibits28
  12. Jun 12, 20258-K Entered a material agreement; Change to shareholders' rights; Executive or director change29
  13. Jun 11, 2025New chief executive Justin G. Cohen becomes CEO8
  14. Jun 10, 2025Parent Directly consolidated by Zimmer Financial Services Group LLC2
  15. Jun 10, 2025Founded Ategrity Specialty Insurance Co Holdings is founded2

Calendar

Coming up

  1. Oct 21, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.46 a share, on Oct 22, 2025.30

When it reported results

  1. Jul 29, 2026Reported quarterly or annual results19
  2. Jul 10, 2026Reported quarterly or annual results20
  3. Apr 29, 2026Reported quarterly or annual results22
  4. Feb 19, 2026Reported quarterly or annual results23
  5. Oct 22, 2025Reported quarterly or annual results26
  6. Aug 14, 2025Reported quarterly or annual results27

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

61 filings to the SEC since October 2021: 1 annual reports, 4 quarterly reports, 12 major events, 25 insider forms, 1 large holders, 18 other. The latest 20:

  1. Sep 9, 20264 EDGAR
  2. Sep 4, 20268-K EDGAR
  3. Aug 13, 202610-Q EDGAR
  4. Jul 29, 20268-K EDGAR
  5. Jul 20, 20263 EDGAR
  6. Jul 10, 20268-K EDGAR
  7. Jun 16, 20264 OWNERSHIP DOCUMENT EDGAR
  8. Jun 15, 20264 OWNERSHIP DOCUMENT EDGAR
  9. Jun 15, 20264 OWNERSHIP DOCUMENT EDGAR
  10. Jun 11, 20268-K EDGAR
  11. May 7, 202610-Q EDGAR
  12. May 7, 20264 OWNERSHIP DOCUMENT EDGAR
  13. May 5, 20264 OWNERSHIP DOCUMENT EDGAR
  14. Apr 30, 2026DEFA14A EDGAR
  15. Apr 30, 2026DEF 14A EDGAR
  16. Apr 29, 20268-K EDGAR
  17. Mar 6, 202610-K EDGAR
  18. Feb 19, 20268-K EDGAR
  19. Feb 19, 20268-K EDGAR
  20. Dec 18, 20258-K EDGAR

The 61 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

12 open-market trades by officers, directors and large owners since October 2021: 12 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 4, 2026Schenk ChrisSee RemarksBuy2,500$19.99$50.0KForm 4
Oct 27, 2025Cohen Justin GChief Executive OfficerBuy5,200$19.41$100.9KForm 4
Sep 30, 2025Zimmer Financial Services Group LLC10% ownerBuy5,000$19.47$97.3KForm 4
Sep 29, 2025Zimmer Financial Services Group LLC10% ownerBuy6,130$19.37$118.7KForm 4
Sep 26, 2025Zimmer Stuart J.DirectorBuy5,741$19.44$111.6KForm 4
Sep 25, 2025Zimmer Stuart J.DirectorBuy4,179$19.45$81.3KForm 4
Aug 13, 2025Zimmer Stuart J.DirectorBuy5,051$19.49$98.4KForm 4
Jun 12, 2025Patel NeelamChief Financial OfficerBuy20,000$17.00$340.0KForm 4
Jun 12, 2025Mercer William SDirectorBuy7,300$17.00$124.1KForm 4
Jun 12, 2025Sennott John Langton Jr.DirectorBuy29,400$17.00$499.8KForm 4
Jun 12, 2025MERTON ROBERT CDirectorBuy47,058$17.00$800.0KForm 4
Jun 12, 2025Pressman Mitchell BradDirectorBuy2,500$17.00$42.5KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Chris SchenkPresident and Chief Underwriting Officer$542.7K$1.6M32
2025Neelam PatelChief Financial Officer$410.8K$1.0M32
2025Justin Cohen ChiefExecutive Officer$69.5K$369.5K32
2024Justin Cohen ChiefExecutive Officer$64.9K$3.5M32
2024Chris SchenkPresident and Chief Underwriting Officer$470.0K$1.0M32
2024Neelam PatelChief Financial Officer$107.7K$882.7K32

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 84. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Nuveen, LLC724,481$17.4M0.0%+12,410
BlackRock, Inc.614,785$14.8M0.0%+47,801
Cannell Capital LLC490,482$11.8M8.2%+3,978
Vanguard Capital Management LLC391,457$9.4M0.0%+33,168
Geode Capital Management, LLC202,149$4.9M0.0%+13,902
State Street Corp153,268$3.7M0.0%+17,062
Marshall Wace, Llp137,039$3.3M0.0%−63,573
Arrowstreet Capital, Limited Partnership131,785$3.2M0.0%No change
State Of Wisconsin Investment Board129,266$3.1M0.0%−14,023
Two Sigma Investments, LP128,737$3.1M0.0%−29,354
Prudential Financial Inc89,180$2.1M0.0%+14,600
Northern Trust Corp87,197$2.1M0.0%+23,782
Jpmorgan Chase & Co79,120$1.9M0.0%+2,920
Vanguard Portfolio Management LLC74,577$1.8M0.0%+5,141
Morgan Stanley74,295$1.8M0.0%−9,711
Alyeska Investment Group, L.P.71,903$1.7M0.0%No change
Charles Schwab Investment Management Inc54,310$1.3M0.0%+2,133
Goldman Sachs Group Inc53,553$1.3M0.0%−78,028
Kornitzer Capital Management Inc /ks52,705$1.3M0.0%−1,777
Renaissance Technologies LLC49,200$1.2M0.0%+7,600
Vanguard Fiduciary Trust Co46,901$1.1M0.0%+1,358
Bank Of America Corp /de/46,199$1.1M0.0%−55,431
Allworth Financial LP45,644$1.1M0.0%+45,632
Bnp Paribas Financial Markets41,352$994.1K0.0%+932
Los Angeles Capital Management LLC40,585$975.7K0.0%+34,995

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Ategrity Specialty Insurance Co Holdings is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARAtegrity Specialty Insurance Co Holdings1
  • CIK0002040491
  • Employer ID (EIN)82-49257344
  • Filer statusNon-accelerated filer an emerging growth company; not a smaller reporting company; not a shell company4
  • Incorporated inNevada4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6331 Fire, Marine & Casualty Insurance1
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance1
  • Business address9 West 57Th Street, 33Rd Floor, New York, NY 100191
  • Phone(212) 509-16001
  • Shares outstanding47,926,928 as of Aug 11, 20267
  • Public float$200.2M as of Jun 30, 20254
  • AuditorErnst & Young LLP, Tysons, VA PCAOB ID 42; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceNov 20, 20241
  • Filings61 in all: 4 (15), 8-K (12), 3 (10), 10-Q (4), CORRESP (3), S-1/A (2), UPLOAD (2), 10-K (1)1
    All 20 form types

    424B4 (1), 8-A12B (1), CERT (1), DEF 14A (1), DEFA14A (1), DRS (1), DRS/A (1), DRSLTR (1), EFFECT (1), S-1 (1), S-8 (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 6, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Apr 30, 2026
    Latest 8-K (8-K) Sep 4, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.001 per shareASICNew York Stock Exchange

From the cover page of the 10-K filed Mar 6, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Ategrity Specialty Insurance Co Holdings names in Item 1A of its 10-K filed Mar 6, 2026: 69 risks under these headings, as written.4

  • Risks related to our business and industry
  • If we are unable to underwrite risks accurately and charge competitive yet profitable rates to our policyholders, our business, financial condition, and results of operations will be adversely affected.
  • Intense competition in the E&S market may limit our ability to maintain underwriting margins and growth.
  • We may be unable to obtain reinsurance coverage at reasonable prices or on terms that adequately protect us.
  • We are subject to reinsurance counterparty credit risk.
  • Our loss reserves may be inadequate to cover our actual losses, which could have an adverse effect on our financial condition, results of operations, and cash flows.
  • Given the inherent uncertainty of models and tools, the usefulness of such models and tools to evaluate risk is subject to a high degree of uncertainty that could result in actual losses that are materially different than our estimates. A deviation from our loss estimates may adversely impact, perhaps significantly, our financial results.
  • A decline in the financial strength rating or financial size category assigned to Ategrity Specialty or to Ategrity Limited may adversely affect the amount of business we write and thus our business, financial condition, and results of operation.
  • We rely on a select group of brokers, and such relationships may not continue.
  • Because our business depends on wholesale agents and brokers, we are exposed to certain risks arising out of our reliance on these distribution channels that could adversely affect our results.
  • Unexpected changes in the interpretation of our coverage or provisions, including loss limitations and exclusions in our policies, could have an adverse effect on our business, financial condition, and results of operations.
  • Our failure to accurately pay claims in a timely manner and to monitor and detect fraud could adversely affect our business, financial condition, results of operations, and prospects.
The other 58 risks
  • We may be unable to prevent, monitor, or detect fraudulent activity, including policy acquisitions or payments of claims that are fraudulent in nature.
  • Severe weather conditions and other catastrophes may result in an increase in the number and amount of claims filed against us.
  • Because we provide our agents with the ability to bind smaller-sized policies directly in our cloud-based underwriting system, failures to comply with our underwriting guidelines may occur, which could adversely impact our business, financial condition, and results of operations.
  • If actual renewals of our existing contracts do not meet expectations, our written premiums in future years and our future results of operations and prospects could be adversely affected.
  • We may act based on inaccurate or incomplete information regarding the accounts we underwrite.
  • Our employees could take excessive risks, which could negatively affect our financial condition and business.
  • Changes in accounting practices and future pronouncements may materially affect our reported financial results.
  • Public attention to environmental, social, and governance initiatives may expose us to negative public perception, cause reputational harm, impose additional costs on our business, or impact our stock price.
  • Risks related to the market and economic conditions
  • Adverse economic factors, including recession, inflation, periods of high unemployment, or lower economic activity could result in the sale of fewer policies than expected or an increase in frequency or severity of claims and premium defaults, and even the falsification of claims, or a combination of these effects, which, in turn, could affect our growth and profitability.
  • Changes in interest rates and financial markets may adversely affect our investment income, book value and liquidity.
  • The insurance business is historically cyclical in nature, with periods of favorable pricing and underwriting conditions that may be followed by increased competition and rate declines. These cyclical conditions may materially affect our financial performance and cause our results of operations to vary from quarter to quarter and may not be indicative of future performance.
  • Global climate change may have an adverse effect on our financial results.
  • Risks related to the regulatory environment
  • Extensive and evolving insurance regulation and regulatory enforcement could restrict our operations, increase our costs and adversely affect our financial condition and results of operations.
  • Failure to maintain our risk-based capital at the required levels could adversely affect our ability to maintain regulatory authority to conduct our business.
  • State insurance regulators impose additional reporting requirements regarding enterprise risk on insurance holding company systems, with which we must comply as an insurance holding company.
  • We may become subject to additional government or market regulations which may have an adverse impact on our business.
  • Increased regulation or scrutiny of alternative investment advisors and certain trading methods such as short selling could affect the Investment Manager’s ability to manage our investment portfolios or affect our business reputation.
  • Changes in tax law may have an adverse impact on our business.
  • Risks related to our operations
  • We could be adversely affected by the loss of one or more key personnel or by an inability to attract and retain qualified personnel.
  • We could suffer security breaches, loss of data, cyberattacks, and other information technology failures, and are subject to laws and regulations concerning data privacy and security that are continually evolving. Actual or suspected information technology failures or failures to comply with applicable law could disrupt our operations, damage our reputation, and adversely affect our business, financial condition, or results of operations.
  • The effects of litigation on our business are uncertain and could have an adverse effect on our business.
  • Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology platform and brand, or we may be sued by third parties for alleged infringement of their proprietary rights.
  • We employ third-party and open-source licensed software for use in our business, and the inability to maintain these licenses, errors in the software we license or the terms of open- source licenses could result in increased costs or reduced service levels, which would adversely affect our business.
  • We may not be able to effectively implement or adapt to changes in technology, particularly with respect to artificial intelligence, which may result in interruptions to our business or even in a competitive disadvantage.
  • We are subject to stringent and changing privacy and data security laws, regulations, and standards related to data privacy and security. Our actual or perceived failure to comply with such obligations could harm our reputation, subject us to significant fines and liability, or adversely affect our business.
  • Any future acquisitions, strategic investments, or new platforms could expose us to further risks or turn out to be unsuccessful.
  • Risks related to our growth
  • Our limited operating history makes it difficult to evaluate our current business performance, implementation of our business model and our future prospects.
  • We may not be able to manage our growth effectively.
  • Risks related to our liquidity and access to capital
  • Because we are a holding company and substantially all of our operations are conducted by our insurance subsidiaries, our ability to pay dividends and service our debt obligations depends on our ability to obtain cash dividends or other permitted payments from our insurance subsidiaries.
  • Our ability to incur a substantial level of indebtedness may reduce our financial flexibility, affect our ability to operate our business and divert cash flow from operations for debt service.
  • We may require additional capital in the future, which may not be available or may only be available on unfavorable terms.
  • Risks related to our investment strategy
  • Our business, prospects, financial condition, or results of operations may be adversely affected by the performance of our investment portfolios or reductions in the aggregate value of our investment portfolios.
  • We could be forced to sell investments to meet our liquidity requirements.
  • We face risks associated with our reliance on the Investment Manager and its employees.
  • The Utility & Infrastructure Investments and our other portfolio investments managed by the Investment Manager face operational risks from the Investment Manager’s’ management of the Utility & Infrastructure Investments and our other portfolio investments, including from misconduct by employees or service providers of the Investment Manager, which could result in material losses to our investment portfolio and, by extension, to us.
  • Our investment portfolios and their performance substantially depend upon the ability of the Investment Manager to select and manage appropriate investments.
  • We have a limited ability to withdraw our capital from the Utility & Infrastructure Investments.
  • The General Partners, the Investment Manager, and their respective affiliates have potential conflicts of interest that could adversely affect us.
  • ZFSG and its affiliates, including the Investment Manager, engage in other business ventures and investment opportunities that will not be allocated equitably among us and such other business ventures.
  • The historical performance of the Investment Manager (including the performance of the Utility & Infrastructure Investments) should not be considered as indicative of our or the Utility & Infrastructure Investments’ future results.
  • The ZIS Loan is a Related Party Transaction and is subject to the credit risk of an investment in ZIS and ZFSG, our parent company.
  • Risks associated with the ZIS Loan and the Investment Manager’s strategy in managing the Utility & Infrastructure Investments could be greater than the investment risks faced by some of the other insurers with whom we compete.
  • In managing the Utility & Infrastructure Investments, the Investment Manager will trade on margin and use other forms of financial leverage, which could potentially adversely affect our results.
  • We and the Investment Manager engage in short selling, which could expose us to the potential for large losses.
  • Risks related to ownership of our common stock
  • Our stock price may be volatile, or may decline regardless of our operating performance, and you could lose all or part of your investment.
  • If securities analysts do not publish research or reports about our business or our industry or if they issue unfavorable commentary or issue negative recommendations with respect to our common stock, the price of our common stock could decline.
  • Our articles of incorporation and bylaws provide that the Eighth Judicial District Court of the State of Nevada (or if such court does not have jurisdiction, another state or the federal courts (as appropriate) located within the State of Nevada) is the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or stockholders or make the litigation of such disputes more costly for stockholders.
  • Provisions in our articles of incorporation and bylaws and Nevada law could discourage, delay, or prevent a change in control of our company and may adversely affect the trading price of our common stock.
  • Applicable insurance laws may make it difficult to effect a change of control.
  • Our share repurchase program may not enhance long-term stockholder value and could increase the volatility of our common stock price.
  • Future sales, or the perception of future sales, of our common stock may depress the market price of our common stock.
  • ZFSG and its affiliates’ interests may conflict with our interests and the interests of our other stockholders. Conflicts of interest between ZFSG and its affiliates and us could be resolved in a manner unfavorable to us and our other stockholders.
  • We are a “controlled company” within the meaning of the rules of the NYSE and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements. You do not have the same protections afforded to stockholders of companies that are subject to such requirements.
  • ZFSG and its affiliates will be able to exert significant influence over us and our corporate decisions.
  • Our articles of incorporation provide that ZFSG has no obligation to offer us corporate opportunities.
  • Our costs have increased significantly as a result of operating as a public company, and our management is required to devote substantial time to new compliance initiatives.
  • We qualify as an emerging growth company, and any decision on our part to comply with reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.
  • Changes in tariffs, trade policies or other governmental restrictions could increase our costs, create inflationary pressures and adversely affect our results of operations.

Legal proceedings

From time to time, we are involved in legal proceedings, claims, and regulatory matters arising in the ordinary course of our business, including matters related to insurance coverage, claims handling, underwriting, employment, contractual relationships, and regulatory compliance.

We do not believe that any pending legal proceedings, individually or in the aggregate, are reasonably likely to have a material adverse effect on our business, financial condition, or results of operations. However, the outcome of legal proceedings is inherently uncertain, and adverse developments could occur.

The opening of Item 3, Legal Proceedings.4

Sources

The numbers on this page point here. Each one links to the record it came from.

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    SEC EDGAROther events
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