Exzeo Group, Inc.

We also lease an additional office in Noida, India comprised of substantially 15,000 square feet. This facility is leased from RKR Software Solutions Private Limited. The lease is scheduled to expire on January 31, 2031.

• We face intense competition in our industry, which could negatively impact our business, results of operations and financial condition and cause our market share to decline.
• Natural catastrophes and environmental risks may have significant adverse effects on our customers’ P&C insurance businesses, which may prevent us from maintaining or expanding our customer base and increasing our revenue.
• Our preliminary financial information represents management’s current estimates and are subject to change.
• There may be consolidation in the insurance industry, which could reduce the use of our platform, solutions, products, and services and adversely affect our revenues.
• Large potential customers may have substantial negotiating leverage, which may require that we agree to terms and conditions that result in increased cost of sales, decreased revenue, and lower average selling prices and gross margins, all of which could harm our results of operations.
• We may fail to set the optimal pricing and packaging of our insurance technology and operations solutions, which could negatively impact our growth strategy and ability to effectively compete in the market.
• Because the business conducted by our customers is highly concentrated in Florida and other coastal states, adverse economic conditions, natural disasters, or regulatory changes in these states could adversely affect our customers’ and, in turn, our financial condition, results of operations, and cash flows.
• We expect that our sales cycles may be lengthy and variable, may depend upon factors outside our control, and may cause us to expend significant time and resources.
• We utilize models to provide services to our customers in key areas such as underwriting, reserving, risk management, reinsurance purchasing, and the evaluation of catastrophe risk, and our customers and our business could be adversely impacted if these models are inadequate or unfit for the purpose for which they are being used.
• We rely on highly skilled and experienced personnel and if we are unable to attract, retain, or motivate key personnel or hire qualified personnel, our business may be seriously harmed. In addition, the loss of our CEO and Chairman, President, Chief Financial Officer or other key senior management personnel could harm our business and future prospects.
• We may not continue to grow at historical rates in the future.
• We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.
• Future acquisitions or investments contain inherent strategic, execution, and compliance risks that could disrupt our business and harm our financial condition.
• Litigation and legal proceedings filed by or against us and our subsidiaries could have a material adverse effect on our business, results of operations and financial condition.
• Our business may be materially adversely impacted by U.S. and global market and economic conditions adverse to the insurance industry.
• Our brand may not become as widely known or accepted as competitors’ brands or the brand may become tarnished.
• Our intellectual property and proprietary rights are valuable, and any inability to obtain, maintain, protect, defend, and enforce them could reduce the value of our products and brand.
• We use open source software in our proprietary IaaS platform, which may pose particular risks in a manner that could have a negative effect on our business.
• Claims by others that we infringe, misappropriate, or otherwise violate, or have infringed, misappropriated, or otherwise violated, their proprietary technology or other intellectual property rights could harm our business.
• Our business and IaaS platform make extensive use of third-party data.
• Our information technology systems may fail or be disrupted or subject to errors, bugs, vulnerabilities, or defects, which could adversely affect our business.
• Any disruption of our Internet connections, including to any third-party cloud providers that host any of our websites or web-based services, could affect the success of our IaaS platform of products and services and our business.
• The increasing adoption by states of cybersecurity regulations could impose additional compliance burdens on us and expose us to additional liability.
• Risks Related to Regulation of Our Business
• We operate in a highly regulated environment, and any failure to comply with applicable insurance, data privacy, or other regulatory requirements could materially and adversely affect our business, financial condition, and results of operations.
• Regulatory scrutiny of delegated authority and claims administration functions may increase our regulatory compliance costs, limit our flexibility, and adversely affect our business.
• Failure to maintain required licenses in one or more jurisdictions could disrupt our business and impair our ability to grow.
• We are subject to stringent fiduciary duties with respect to insurance premium funds, and noncompliance could result in regulatory enforcement or reputational harm.
• We are subject to extensive and evolving data privacy and cybersecurity regulation, which could increase our compliance burden and exposure to liability.
• Our relationships with insurance carriers are subject to regulatory oversight and third-party risk.
• Our international operations in India expose us to regulatory risks under Indian law and cross-border compliance obligations.
• Changes in state insurance laws or regulations, or new interpretations of existing laws, could impose significant additional compliance costs or impede our ability to operate certain aspects of our business.
• Federal regulation of the insurance industry is evolving and may increase our compliance obligations and costs.
• Risks Related to Our Relationship with HCI
• As our controlling stockholder, HCI has significant control over the direction of our business, and the concentrated ownership of our common stock will prevent you and other stockholders from influencing significant decisions.
• If HCI sells a controlling interest in us to a third party in a private transaction, you may not realize any change-of-control premium on shares of our common stock, and we may become subject to the control of a currently unknown third party.
• HCI’s interests may conflict with our interests and the interests of our other stockholders. Conflicts of interest between HCI and us could be resolved in a manner unfavorable to us and our other stockholders.
• Our CEO and Chairman of our board of directors may have actual or potential conflicts of interest because of his financial interests in HCI or because of his positions with HCI.
• We may be unable to achieve some or all of the anticipated benefits of being a standalone public company.
• We may not be able to effectively perform the administrative and back-office services that we previously received from HCI at the same levels and costs as were previously provided by HCI.
• Third parties may seek to hold us responsible for liabilities of HCI, which could result in a decrease in our income.
• We may be required to make cash payments to HCI for prior tax years under the Tax Allocation Agreement with HCI.
• We may incur substantial additional costs and experience temporary business interruptions as we continue to operate as an independent, publicly traded company, and we may not be adequately prepared to meet all regulatory and operational requirements in a timely or cost‑effective manner.
• We have a limited operating history as an independent, publicly traded company, and our historical consolidated financial information is not necessarily representative of the results we would have achieved as an independent, publicly traded company and may not be a reliable indicator of our future results.
• Changes resulting from separation.
• Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.
• Risks Related to Our Common Stock and the Securities Markets
• The market price of our common stock may be highly volatile, and stockholders may not be able to resell their shares at desired times or prices.
• We will evaluate whether to pay cash dividends on shares of our common stock in the future.
• Future issuance of our common stock or other equity securities could result in dilution to existing stockholders.
• Holders of our common stock may be diluted due to equity issuances.
• We have broad discretion over the use of the net proceeds from any future offerings and it is possible that we will not use them effectively.
• A substantial portion of the outstanding shares of our common stock may become available for sale in the public market, which could depress the market price of our common stock.
• We are an EGC and the information we provide stockholders may be different from information provided by other public companies, which may result in a less active trading market for our common stock and higher volatility in our stock price.
• Some provisions of Florida law and our amended and restated articles of incorporation and bylaws may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.
• Our bylaws designate the state courts located within the State of Florida as the exclusive forum for substantially all disputes between us and our stockholders and the federal district courts as the exclusive forum for Securities Act claims, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.