UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 001-35761
American Coastal Insurance Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware
75-3241967
(State or Other Jurisdiction of
Incorporation or Organization)
(IRS Employer Identification Number)
570 Carillon Parkway, Suite 100
33716
St. Petersburg,
Florida
(Address of Principle Executive Offices)
(Zip Code)
727-633-0851
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value per share
ACIC
Nasdaq Stock Market LLC
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Emerging growth company
Non-accelerated filer
Smaller reporting company
If an emerging growth company, indicate by check mark if the registrant has elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No
As of November 3, 2025, 48,765,302 shares of common stock, par value $0.0001 per share, were outstanding.
AMERICAN COASTAL INSURANCE CORPORATION
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
4
Condensed Consolidated Balance Sheets (Unaudited)
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
5
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited)
6
Condensed Consolidated Statements of Cash Flows (Unaudited)
8
Notes to Unaudited Condensed Consolidated Financial Statements
9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
35
Item 3. Quantitative and Qualitative Disclosures About Market Risk
49
Item 4. Controls and Procedures
50
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
51
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
52
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
Signatures
54
Throughout this Quarterly Report on Form 10-Q (Form 10-Q), the Company presents amounts in all tables in thousands, except for share amounts, per share amounts, policy counts or where more specific language or context indicates a different presentation. In the narrative sections of this Form 10-Q, the Company shows full values rounded to the nearest thousand.
2
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements about anticipated growth in revenues, gross written premium, earnings per share, estimated unpaid losses on insurance policies, investment returns, and diversification and expectations about our liquidity, our ability to meet our investment objectives, our ability to manage and mitigate market risk with respect to our investments and our ability to continue as a going concern. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “endeavor,” “project,” “believe,” “plan,” “anticipate,” “intend,” “could,” “would,” “estimate,” or “continue” or the negative variations thereof or comparable terminology are intended to identify forward-looking statements. These statements are based on current expectations, estimates and projections about the industry and market in which we operate, and management's beliefs and assumptions. Forward-looking statements are not guarantees of future performance and involve certain known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. The risks and uncertainties include, without limitation:
We caution you not to rely on these forward-looking statements, which are valid only as of the date they were made. Except as may be required by applicable law, we undertake no obligation to update or revise any forward-looking statements to reflect new information, the occurrence of unanticipated events or otherwise.
3
September 30,2025
December 31,2024
ASSETS
Investments, at fair value:
Fixed maturities, available-for-sale (amortized cost of $256,026 and $295,547, respectively)
$
246,499
281,001
Equity securities
52,585
36,794
Other investments (amortized cost of $36,167 and $22,969, respectively)
36,827
23,623
Total investments
335,911
341,418
Cash and cash equivalents
267,872
137,036
Restricted cash
91,264
62,357
Total cash, cash equivalents and restricted cash
359,136
199,393
Accrued investment income
3,226
2,964
Property and equipment, net
2,807
5,736
Premiums receivable, net (credit allowance of $0 and $26, respectively)
30,335
46,564
Reinsurance recoverable on paid and unpaid losses, net (credit allowance of $39 and $75, respectively)
144,261
263,419
Ceded unearned premiums
184,366
160,893
Goodwill
59,476
Deferred policy acquisition costs, net
44,214
40,282
Intangible assets, net
4,080
5,908
Other assets
11,042
16,816
Assets held for sale
—
73,243
Total Assets
1,178,854
1,216,112
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Unpaid losses and loss adjustment expenses
188,703
322,087
Unearned premiums
293,047
285,354
Reinsurance payable on premiums
143,058
83,130
Accounts payable and accrued expenses
64,936
86,140
Operating lease liability
3,193
3,323
Notes payable, net
149,270
149,020
Other liabilities
9,426
1,456
Liabilities held for sale
49,942
Total Liabilities
851,633
980,452
Commitments and Contingencies (Note 12)
Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized; 48,977,385 and 48,417,045 issued, respectively; 48,765,302 and 48,204,962 outstanding, respectively
Additional paid-in capital
440,549
436,524
Treasury shares, at cost: 212,083 shares
(431
)
Accumulated other comprehensive loss
(8,403
(15,666
Retained earnings (deficit)
(104,499
(184,772
Total Stockholders' Equity
327,221
235,660
Total Liabilities and Stockholders' Equity
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
Three Months Ended
Nine Months Ended
September 30,
2025
2024
REVENUE:
Gross premiums written
71,812
93,016
498,010
507,066
Change in gross unearned premiums
90,945
67,162
(7,692
(31,168
Gross premiums earned
162,757
160,178
490,318
475,898
Ceded premiums earned
(81,939
(85,692
(262,785
(275,400
Net premiums earned
80,818
74,486
227,533
200,498
Net investment income
6,416
6,110
16,720
15,474
Net realized investment gains (losses)
(3
1,382
(124
Net unrealized gains on equity securities
3,161
1,543
3,429
1,542
Total revenue
90,395
82,136
249,064
217,390
EXPENSES:
Losses and loss adjustment expenses
9,211
11,774
36,140
39,525
Policy acquisition costs
25,439
20,942
73,162
44,476
General and administrative expenses
11,321
10,289
28,605
33,479
Interest expense
2,719
3,067
8,155
9,212
Total expenses
48,690
46,072
146,062
126,692
Income before other income
41,705
36,064
103,002
90,698
Other income
665
453
3,114
2,074
Income before income taxes
42,370
36,517
106,116
92,772
Provision for income taxes
9,887
8,848
25,885
22,321
Income from continuing operations, net of tax
32,483
27,669
80,231
70,451
Income from discontinued operations, net of tax
450
42
321
Net income
28,119
80,273
70,772
OTHER COMPREHENSIVE INCOME:
Change in net unrealized gains on investments
1,391
7,529
8,645
7,404
Reclassification adjustment for net realized investment losses (gains)
(1,382
124
Total comprehensive income
33,874
35,651
87,536
78,300
Weighted average shares outstanding
Basic
48,664,597
48,066,358
48,413,364
47,742,744
Diluted
49,917,729
49,521,246
49,713,535
49,255,071
Earnings available to ACIC common stockholders per share
Continuing operations
0.67
0.58
1.66
1.48
Discontinued operations
0.01
Total
0.59
1.49
0.65
0.56
1.61
1.43
0.57
1.44
Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended
(Unaudited)
Common Stock
Additional
AccumulatedOther
Retained
Number
Paid-in
Treasury
Comprehensive
Earnings
Stockholders'
of Shares
Dollars
Capital
Stock
Loss
(Deficit)
Equity
June 30, 2024
48,132,370
436,383
(19,149
(193,735
223,073
Other comprehensive income, net
7,532
Stock compensation
12,592
694
Issuance of common stock, including exercise of stock options
60,000
164
September 30, 2024
48,204,962
437,241
(11,617
(165,616
259,582
June 30, 2025
48,746,722
439,502
(9,794
(136,982
292,300
18,580
1,047
September 30, 2025
48,765,302
Condensed Consolidated Statements of Stockholders’ Equity for the Nine Months Ended
December 31, 2023
46,777,006
423,717
(17,137
(237,389
168,765
7,528
332,956
1,903
1,095,000
11,621
Impact of deconsolidation of discontinued operations
(2,008
1,001
(1,007
December 31, 2024
7,263
319,894
3,251
240,446
774
7
Nine Months Ended September 30,
OPERATING ACTIVITIES
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
5,042
6,614
Bond amortization and accretion
481
553
Net realized losses on investments
411
190
(3,429
(1,542
Provision for uncollectable premiums
(26
32
Provision for uncollectable reinsurance recoverables
(36
58
Deferred income taxes, net
11,741
(2,558
Stock based compensation
Fixed asset disposal
61
129
Loss on sale of subsidiary
328
Gain on disposition of former subsidiary
Changes in operating assets and liabilities:
(242
(1,579
Premiums receivable
14,687
26,425
Reinsurance recoverable on paid and unpaid losses
119,188
193,719
(21,402
(45,792
(4,746
(22,067
2,519
26,368
(133,492
(175,543
11,029
35,857
55,961
124,656
(22,161
999
(134
(739
(527
4,459
Net cash provided by operating activities
118,777
241,907
INVESTING ACTIVITIES
Proceeds from sales, maturities and repayments of:
Fixed maturities
112,781
12,687
9,982
Other investments
20,622
12,111
Purchases of:
(76,069
(140,667
(21,028
(23,995
(33,392
(23,029
Cost of property, equipment and capitalized software acquired
(96
(11
Net proceeds from sale of former subsidiary
4,495
Net cash provided by (used in) investing activities
17,295
(162,904
FINANCING ACTIVITIES
Proceeds from issuance of common stock, including exercise of stock options
Net cash provided by financing activities
Increase in cash, cash equivalents and restricted cash, including cash classified as assets held for sale
136,846
90,624
Cash, cash equivalents and restricted cash at beginning of period
222,290
171,832
Cash, cash equivalents and restricted at end of period
262,456
Supplemental Cash Flows Information
Interest paid
5,438
Income taxes refunded
(1,039
(6,564
American Coastal Insurance Corporation (referred to in this document as we, our, us, the Company or ACIC) is a property and casualty insurance holding company that sources, writes and services residential commercial and casualty insurance policies using a network of agents and one wholly-owned insurance subsidiary, American Coastal Insurance Company (AmCoastal), acquired via merger on April 3, 2017. The Company also previously wrote insurance through Interboro Insurance Company (IIC); however, on April 1, 2025, the Company completed the sale of IIC. The details of this transaction are described below.
The Company's other subsidiaries include Skyway Underwriters, LLC, a managing general agent that provides technological and distribution services to the Company's insurance company; AmCo Holding Company, LLC (AmCo), which is a holding company subsidiary that consolidates its respective insurance company; BlueLine Cayman Holdings (BlueLine), which reinsures portfolios of excess and surplus policies; and Shoreline Re, which provides a portion of the reinsurance protection purchased by the Company's insurance subsidiary where management deems prudent. The Company also has several subsidiaries in run-off including United Insurance Management, L.C. (UIM), a managing general agent; Skyway Claims Services, LLC (SCS), which previously provided claims adjusting services to the Company's insurance companies; Skyway Reinsurance Services, LLC, which previously provided reinsurance brokerage services for the Company's insurance companies; and Skyway Legal Services, LLC (SLS), which previously provided claims litigation services to the Company's insurance companies.
On May 9, 2024, the Company entered into a Stock Purchase Agreement (the "Sale Agreement") with Forza Insurance Holdings, LLC (Forza) in which the Company agreed to sell and Forza agreed to acquire 100% of the issued and outstanding stock of IIC. Forza’s application to acquire IIC was approved by the New York Department of Financial Services (NYDFS) on February 13, 2025 and the sale closed on April 1, 2025. The aggregate purchase price for the shares was equal to IIC's shareholders' equity under U.S. generally accepted accounting principles (GAAP) on the closing date. IIC results of operations and assets and liabilities are captured within discontinued operations and are discussed in Note 4 of the Notes to Unaudited Condensed Consolidated Financial Statements below.
The Company's primary product is commercial residential property insurance in Florida. As a result of the Sale Agreement described above and the resulting classification of IIC as discontinued operations, the remaining activity captured within continuing operations supports only the Company's commercial residential insurance offerings. Given this fact pattern, the Company conducts operations under one reportable segment.
The Company prepares its unaudited condensed consolidated interim financial statements in conformity with GAAP. The Company has condensed or omitted certain information and footnote disclosures normally included in the annual consolidated financial statements presented in accordance with GAAP. In management's opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of interim periods. The Company includes all of its subsidiaries in its consolidated financial statements, eliminating intercompany balances and transactions during consolidation. As described in Note 4, the Company's former subsidiary, IIC, qualified as discontinued operations. The Company's unaudited condensed consolidated interim financial statements and footnotes should be read in conjunction with the Company's consolidated financial statements and footnotes in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.
While preparing the Company's unaudited condensed consolidated financial statements, the Company makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. Reported amounts that require the Company to make extensive use of estimates include its reserves for unpaid losses and loss adjustment expenses, investments and goodwill. Except for the captions on the Company's Unaudited Condensed Consolidated Balance Sheets and Unaudited Condensed Consolidated Statements of Comprehensive Income, the Company generally uses the term loss(es) to collectively refer to both loss and loss adjustment expenses.
The Company's results of operations and cash flows as of the end of the interim periods reported herein do not necessarily indicate the Company's results for the remainder of the year or for any other future period.
Operating segments are components of the Company's business about which separate financial information is available and evaluated by the Company's chief operating decision maker (CODM) in decisions regarding resource allocations and financial performance assessments. Generally, financial information is required to be reported on the basis that is used internally for evaluating segment performance and deciding how to allocate resources to each segment. Segments are determined based on differences in products, internal reporting, and how operational decisions are made.
As described above, as a result of the sale of IIC, the Company discloses one reportable operating segment, which consists of its commercial lines business.
The Company's CODM is its President and Chief Executive Officer (CEO). The CODM uses net income that is also reported on the Consolidated Statements of Comprehensive Income to make decisions on how to allocate resources, for example deciding whether to reinvest profits for items such as product development or acquisitions, or whether to pay dividends. Net income is used to monitor budget versus actual results. Net income is also used in competitive analysis by benchmarking against the Company's peers. This analysis is used in assessing performance of the Company's operating segment and in establishing targets for management.
In addition, the Company's measure of segment assets is reported on the Consolidated Balance Sheets as total assets. The accounting policies of the Company's operating segment are the same as those described in the Company's summary of significant accounting policies in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. Revenue, profit or loss and significant segment expenses can be seen on the Consolidated Statements of Comprehensive Income. Additional reconciliation of certain expenses can be seen within Note 3, below.
(a) Changes to Significant Accounting Policies
There have been no changes to the Company's significant accounting policies as reported in its Annual Report on Form 10-K for the year ended December 31, 2024.
(b) Pending Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires disaggregated disclosure of income statement expenses for entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 is effective for all entities for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is assessing the impact of this new accounting standard on its consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures. This update amends the Codification to enhance the transparency and decision usefulness of income tax disclosures. This ASU requires additional disaggregation of the reconciliation between the statutory and effective tax rate for an entity and of income taxes paid, both of which are disclosures required by current GAAP. The amendments improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company has assessed the impact of this new accounting standard and intends to adopt the annual disclosure requirements in its 2025 Annual Report on Form 10-K. The Company does not believe this will have a material impact on its consolidated financial statements and related disclosures.
(c) Enactment of the One Big Beautiful Bill Act
On July 4, 2025, the "One Big Beautiful Bill Act" ("OBBBA") was signed into law, which makes permanent many of the taxprovisions enacted in 2017 as part of the Tax Cut and Jobs Act that were set to expire at the end of 2025. The OBBBA also changescertain U.S corporate tax provisions, with certain provisions being effective in 2025 and others implemented though 2027. The Company does not expect this legislation to have a material effect on our consolidated financial statements, but we will evaluate the full impact of these legislative changes as additional guidance becomes available.
10
The Company presents its expenses in four major captions: loss and loss adjustment expenses, policy acquisition costs, general and administrative expenses and interest expense. The Company has presented the disaggregation of its general and administrative expenses below for the three and nine months ended September 30, 2025 and 2024 to enhance disclosure regarding its recast general and administrative expenses.
Three Months Ended September 30,
General and Administrative Expenses
Employee compensation(1)
4,821
3,579
9,579
11,083
1,020
1,300
3,213
3,993
Association fees
920
812
2,937
2,649
Software & equipment costs
735
1,030
2,567
2,996
Professional services
1,066
876
2,725
3,113
Intangible asset amortization
609
610
1,828
2,030
Audit fees
446
(52
1,108
1,460
Liability insurance
412
483
1,158
1,515
Legal fees
147
284
523
1,771
Operating lease expense
107
332
103
Provision for (reversal of) expected credit losses
(5
(44
(62
(90
Other general and administrative(2)
1,043
1,353
2,697
2,856
Total general and administrative expenses
(1) For the nine months ended September 30, 2025, employee compensation includes $4.5 million, in one-time employee retention tax credit refunds.
(2) For the three and nine months ended September 30, 2025 and 2024, other general and administrative expenses were comprised primarily of regulatory fees, franchise fees, and overhead such as office utilities.
On May 9, 2024, the Company entered into the Sale Agreement with Forza in which ACIC agreed to sell and Forza agreed to acquire 100% of the issued and outstanding stock of IIC. Forza’s application to acquire IIC was approved by the NYDFS on February 13, 2025 and the sale closed on April 1, 2025. The Company received cash proceeds totaling $25,679,000 from the sale resulting in a loss on disposal of $247,000, net of tax impact. The Company also recognized a $1,348,000 loss, net of tax impact, on IIC's fixed maturity portfolio, which was included in accumulated other comprehensive loss on the Company's Consolidated Balance Sheets prior to the sale. The total tax benefit related to the sale and realized loss on fixed maturity portfolio was $528,000.
11
The results from IIC's discontinued operations for the three and nine months ended September 30, 2025 and 2024 are presented below.
IIC Results from Discontinued Operations
2025 (2)
12,402
13,120
31,261
(3,140
(3,336
(4,689
9,262
9,784
26,572
(2,256
(2,528
(7,025
7,006
7,256
19,547
539
538
1,563
Net realized investment losses
(13
(2
(66
Other revenue
18
16
7,550
7,808
21,093
4,448
3,179
13,767
2,052
1,906
6,234
454
546
2,009
6,954
5,631
22,010
Income (loss) before income taxes
596
2,177
(917
Provision (benefit) for income taxes(1)
146
540
(1,238
1,637
(1) Includes $1,007,000 in tax benefit related to discontinued operations outside of IIC stand-alone results for the nine months ended September 30, 2024.
(2) Excludes loss on sale and realization of unrealized losses on fixed maturity portfolio, the details of which are described above and are not operational results related to IIC.
12
The major classes of IIC assets and liabilities transferred as a result of the sale as of the date of sale and December 31, 2024 are presented below.
IIC Major Classes of Assets and Liabilities Sold and Disposed
April 1, 2025
Fixed maturities, available-for-sale
40,925
38,523
988
978
21,206
22,897
297
317
Premiums receivable, net
3,174
1,606
Reinsurance recoverable on paid and unpaid losses, net
265
259
2,004
4,075
4,462
3,647
775
488
166
Total assets
74,584
LIABILITIES
21,391
21,499
23,574
20,238
3,966
Payments outstanding
2,223
3,091
101
1,058
65
69
1,402
21
Total liabilities
48,756
During the first quarter of 2024, due to a change in circumstances, the Company evaluated its capitalized software, previously classified as held for disposal at December 31, 2023. As a result of this evaluation, it was determined that the use case of the software by the Company shifted. The Company reclassified this asset and the associated amortization expense in 2024 in accordance with GAAP guidance, resulting in amortization expense for the capitalized software being captured in continuing operations prospectively. The value of this capitalized software at the time of reclassification was $8,095,000. There were no other non-cash transactions during the nine months ended September 30, 2025 and 2024.
13
The following table details fixed-maturity available-for-sale securities, by major investment category, at September 30, 2025 and December 31, 2024:
Cost or Adjusted/ Amortized Cost
Gross Unrealized Gains
Gross Unrealized Losses
Fair Value
U.S. government and agency securities
95,530
557
96,087
Corporate securities
79,647
4,072
75,721
Mortgage-backed securities
35,273
4,203
31,105
States, municipalities and political subdivisions
23,203
74
1,246
22,031
Asset-backed securities
13,404
47
704
12,747
Public utilities
8,376
36
202
8,210
Foreign government
593
598
Total fixed maturities
256,026
900
10,427
154,096
589
25
154,660
68,024
6,495
61,535
35,895
5,433
30,462
19,104
1,907
17,197
12,341
1
906
11,436
5,651
367
5,284
436
427
295,547
15,142
Equity securities are summarized as follows:
Estimated Fair Value
Percent of Total
Mutual funds
47,538
90.4
%
31,818
86.5
Other common stocks
5,047
9.6
4,976
13.5
Total equity securities
100.0
14
When the Company sells investments, the Company calculates the gain or loss realized on the sale by comparing the sales price (fair value) to the cost or adjusted/amortized cost of the security sold. The Company determines the cost or adjusted/amortized cost of the security sold using the specific-identification method. The following table details the Company's realized gains (losses) by major investment category for the three and nine months ended September 30, 2025 and 2024, respectively:
Gains(Losses)
Fair Valueat Sale(1)
56,327
2,516
Short-term investments
5,000
Total realized gains
7,516
581
62
Total realized losses
56,908
7,578
108,007
5,593
1,383
9,998
20,499
2,000
1,388
138,504
12,593
(6
1,581
443
4,999
5,442
140,085
18,035
(1) Fair value at sale includes maturities and paydowns executed at par value.
The table below summarizes the Company's fixed maturities at September 30, 2025 by contractual maturity period. Actual results may differ, as issuers may have the right to call or prepay obligations, with or without penalties, prior to the contractual maturities of those obligations.
Cost or Amortized Cost
Due in one year or less
50,586
19.8
50,675
20.6
Due after one year through five years
132,416
51.7
130,453
52.9
Due after five years through ten years
21,086
8.2
18,722
7.6
Due after ten years
3,261
1.3
2,797
1.1
Asset and mortgage-backed securities
48,677
19.0
43,852
17.8
15
The following table summarizes net investment income by major investment category:
2,402
2,513
7,719
4,499
250
120
585
185
505
353
1,241
648
3,328
3,236
7,413
10,332
Investment income
6,485
6,222
16,958
15,664
Investment expenses
(69
(112
(238
(190
Portfolio Monitoring
The Company has a quarterly portfolio monitoring process to identify and evaluate each fixed-income security whose carrying value may be impaired as a result of a credit loss. For each fixed-income security in an unrealized loss position, if the Company determines that it intends to sell the security or that it is more likely than not that it will be required to sell the security before recovery of the cost or amortized cost basis for reasons such as liquidity needs, contractual or regulatory requirements, the security's entire decline in fair value is recorded in earnings.
If management decides not to sell the fixed-income security and it is more likely than not that the Company will not be required to sell the fixed-income security before recovery of its amortized cost basis, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. This is typically indicated by a change in the rating of the security assigned by a rating agency, and any adverse conditions specifically related to the security or industry, among other factors. If the assessment indicates that a credit loss may exist, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses will be recorded in earnings. Credit loss is limited to the difference between a security's amortized cost basis and its fair value. Any additional impairment not recorded through an allowance for credit losses is recognized in other comprehensive income (loss).
During the three and nine months ended September 30, 2025, the Company determined that none of its fixed-income securities shown in the table below that are in an unrealized loss position have declines in fair value that are reflected as a result of credit losses. Therefore, no credit loss allowance was recorded at September 30, 2025. The issuers of the Company's debt security investments continue to make interest payments on a timely basis. The Company does not intend to sell, nor is it likely that it would be required to sell the debt securities before it recovers the amortized cost basis. Equity securities are reported at fair value with changes in fair value recognized in the valuation of equity investments.
The following table presents an aging of the Company's unrealized investment losses by investment class:
Less Than Twelve Months
Twelve Months or More
Number of Securities(1)
37
7,856
81
4,035
46,733
715
56
4,196
26,683
514
24
1,245
14,912
591
702
6,788
750
3,718
Foreign governments
31
10,426
189
10,380
98,834
5,878
300
14,559
80
6,195
45,702
26
1,244
5,407
29,218
1,330
27
1,882
15,868
2,104
22
885
7,977
1,937
330
3,347
27,479
196
14,699
102,112
(1) This amount represents the actual number of discrete securities, not the number of shares or units of those securities. The numbers are not presented in thousands.
Fair Value Measurement
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The hierarchy for inputs used in determining fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Assets and liabilities recorded on the Company's Unaudited Condensed Consolidated Balance Sheets at fair value are categorized in the fair value hierarchy based on the observability of inputs to the valuation techniques as follows:
Level 1: Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the Company can access.
Level 2: Assets and liabilities whose values are based on the following:
(a) Quoted prices for similar assets or liabilities in active markets;
(b) Quoted prices for identical or similar assets or liabilities in markets that are not active; or
(c) Valuation models whose inputs are observable, directly or indirectly, for substantially the full term of the asset or liability.
Level 3: Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Unobservable inputs reflect the Company's estimates of the assumptions that market participants would use in valuing the assets and liabilities.
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The Company estimates the fair value of our investments using the closing prices on the last business day of the reporting period, obtained from active markets such as the NYSE, Nasdaq and NYSE American. For securities for which quoted prices in active markets are unavailable, the Company uses a third-party pricing service that utilizes quoted prices in active markets for similar instruments, benchmark interest rates, broker quotes and other relevant inputs to estimate the fair value of those securities for which quoted prices are unavailable. The Company's estimates of fair value reflect the interest rate environment that existed as of the close of business on September 30, 2025 and December 31, 2024. Changes in interest rates subsequent to September 30, 2025 may affect the fair value of the Company's investments.
The fair value of the Company's fixed maturities is initially calculated by a third-party pricing service. Valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of proprietary models, produce valuation information in the form of a single fair value for individual fixed-income and other securities for which a fair value has been requested. The inputs used by the valuation service providers include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, liquidity spreads, currency rates and other information, as applicable. Credit and liquidity spreads are typically implied from completed transactions and transactions of comparable securities. Valuation service providers also use proprietary discounted cash flow models that are widely accepted in the financial services industry and similar to those used by other market participants to value the same financial information. The valuation models take into account, among other things, market observable information as of the measurement date, as described above, as well as the specific attributes of the security being valued, including its term, interest rate, credit rating, industry sector and, where applicable, collateral quality and other issue or issuer specific information. Executing valuation models effectively requires seasoned professional judgment and experience.
Any change in the estimated fair value of the Company's fixed-income securities would impact the amount of unrealized gain or loss the Company has recorded, which could change the amount the Company has recorded for its investments and other comprehensive income (loss) on its Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025.
The following table presents the fair value of the Company's financial instruments measured on a recurring basis by level at September 30, 2025 and December 31, 2024, respectively:
Level 1
Level 2
Level 3
Other common stocks (1)
Other investments (2)
20,570
314,607
267,069
Mutual Funds
20,494
333,313
301,495
(1) Other common stocks in the fair value hierarchy exclude common stock interests that are measured at estimated fair value using the net asset value per share (or its equivalent) practical expedient.
(2) Other investments included in the fair value hierarchy exclude limited partnership investments that are measured at estimated fair value using the net asset value per share (or its equivalent) practical expedient and investments carried at amortized cost.
Certain financial assets and financial liabilities are measured at fair value on a non-recurring basis; this is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). There were no financial instruments measured on a non-recurring basis at September 30, 2025 and December 31, 2024.
The carrying amounts for the following financial instrument categories approximate their fair values at September 30, 2025 and December 31, 2024 because of their short-term nature: cash and cash equivalents, accrued investment income, premiums receivable, reinsurance recoverable, reinsurance payable, other assets, and other liabilities. The carrying amount of the Company's senior notes approximate fair value.
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The Company is responsible for the determination of fair value and the supporting assumptions and methodologies. The Company has implemented a system of processes and controls designed to provide assurance that its assets and liabilities are appropriately valued. For fair values received from third parties, the Company's processes are designed to provide assurance that the valuation methodologies and inputs are appropriate and consistently applied, the assumptions are reasonable and consistent with the objective of determining fair value, and the fair values are accurately recorded.
At the end of each quarter, the Company determines whether it needs to transfer the fair values of any securities between levels of the fair value hierarchy and, if so, the Company reports the transfer as of the end of the quarter. During the quarter ended September 30, 2025, the Company transferred no investments between levels.
For the Company's investments in U.S. government securities that do not have prices in active markets, agency securities, state and municipal governments, and corporate bonds, the Company obtains the fair values from its investment custodians, which use a third-party valuation service. The valuation service calculates prices for the Company's investments in the aforementioned security types on a month-end basis by using several matrix-pricing methodologies that incorporate inputs from various sources. The model the valuation service uses to price U.S. government securities and securities of states and municipalities incorporates inputs from active market makers and inter-dealer brokers. To price corporate bonds and agency securities, the valuation service calculates non-call yield spreads on all issuers, uses option-adjusted yield spreads to account for any early redemption features, and adds final spreads to the U.S. Treasury curve at 3 p.m. (ET) as of quarter end. Since the inputs the valuation service uses in its calculations are not quoted prices in active markets, but are observable inputs, they represent Level 2 inputs.
Other Investments
The Company acquired investments in limited partnerships, recorded in the other investments line of the Company's Unaudited Condensed Consolidated Balance Sheets, and these investments are currently being measured at estimated fair value utilizing a net asset value per share practical expedient. The Company has also acquired an investment in a commercial mortgage loan, which is classified as held-for-long-term-investment and a surplus note, which is classified as held-to-maturity. Both of these investments are carried on the balance sheet at amortized cost.
The information presented in the table below is as of September 30, 2025 and December 31, 2024:
Book Value
Unrealized Gain
Unrealized Loss
Limited partnership investments (1)
2,778
639
3,417
Surplus note (1)
6,000
Commercial mortgage loans
6,840
20,549
Total other investments
36,167
660
2,556
573
3,129
20,413
22,969
654
(1)Distributions will be generated from operating income, investment gains, underlying investments of funds, and from liquidation of the underlying assets of the funds. The Company estimates that the underlying assets of the funds will be liquidated over the next few months to five years.
During the second quarter of 2025, the Company invested $6 million in a surplus note, as seen in the table above. As a term of this investment, during the three months ended September 30, 2025, the Company was issued 18,497 warrants to purchase common stock of the issuer of the surplus note for no additional consideration. These warrants are free-standing in nature and are not being used as a
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hedging instrument. The Company does not invest in derivatives as part of its investment strategy and is only a holder of these warrants as a product of its strategy to invest in this surplus note.
As the underlying common stock of the warrants is not publicly traded and the issuer of the warrants has been in operation for less than one year, the fair value to these warrants is not material as of September 30, 2025. For the three months ended September 30, 2025, these warrants had no impact on the Company's financial position, financial performance or cash flows.
Restricted Cash
The Company is required to maintain assets on deposit with various regulatory authorities to support its insurance operations. The cash on deposit with state regulators is available to settle insurance liabilities. The Company also uses trust funds in certain reinsurance transactions.
The following table presents the components of restricted assets:
Trust funds
90,910
62,013
Cash on deposit (regulatory deposits)
354
344
Total restricted cash
Basic EPS is based on the weighted average number of common shares outstanding for the period, excluding any dilutive common share equivalents. Diluted EPS reflects the potential dilution resulting from the vesting of outstanding restricted stock awards, restricted stock units, performance stock units and stock options. The following table shows the computation of basic and diluted EPS for the three and nine months ended September 30, 2025 and 2024, respectively:
Numerator:
Net income attributable to ACIC common stockholders
Denominator:
Weighted-average shares outstanding
Effect of dilutive securities
1,253,132
1,454,888
1,300,171
1,512,327
Weighted-average diluted shares
See Note 17 of these Notes to Unaudited Condensed Consolidated Financial Statements for additional information on the stock grants related to dilutive securities.
Property and equipment, net consists of the following:
Computer hardware and software
12,081
13,967
Office furniture and equipment
377
394
Leasehold improvements
96
Total, at cost
12,554
14,361
Less: accumulated depreciation and amortization
(9,747
(8,625
Depreciation and amortization expense under property and equipment was $937,000 and $2,964,000 for the three and nine months ended September 30, 2025, respectively. Depreciation and amortization expense under property and equipment was $1,218,000 and $3,744,000 for the three and nine months ended September 30, 2024, respectively. During the first quarter of 2024, the Company moved capitalized software from discontinued operations to continuing operations to align with the Company's use of the system in the current year. Please see Note 4 for more detail.
During the nine months ended September 30, 2025, the Company disposed of computer hardware, software, and equipment totaling $1,903,000. The accumulated depreciation on these systems totaled $1,843,000 at the time of disposal. During the year ended December 31, 2024, the Company disposed of computer hardware and software totaling $1,018,000. The accumulated depreciation on these systems totaled $953,000 at the time of disposal. The Company disposed of office furniture totaling $167,000 during the period. Accumulated depreciation at the time of this disposal totaled $163,000. In addition, the Company disposed of leasehold improvements totaling $311,000 during the period. Accumulated depreciation at the time of this disposal totaled $232,000. Finally, the Company impaired software totaling $1,035,000, due to lower expected cash flows over the remaining life of the software.
The carrying amount of goodwill at September 30, 2025 and December 31, 2024 was $59,476,000.
There was no goodwill acquired, disposed of or impaired during the nine months ended September 30, 2025 and 2024.
Intangible Assets
The following is a summary of intangible assets excluding goodwill recorded as intangible assets on the Company's Unaudited Condensed Consolidated Balance Sheets:
Intangible assets subject to amortization
3,657
5,485
Indefinite-lived intangible assets(1)
423
(1) Indefinite-lived intangible assets are comprised of state insurance and agent licenses, as well as perpetual software licenses.
Intangible assets subject to amortization and not fully amortized consisted of the following:
Weighted-average remaining amortization period (in years)
Gross carrying amount
Accumulated amortization
Net carrying amount
Agency agreements acquired
1.5
34,661
(31,004
2.3
(29,176
No impairment in the value of amortizing or non-amortizing intangible assets was recognized during the nine months ended September 30, 2025 and 2024.
Amortization expense of the Company's intangible assets was $609,000 and $610,000 for the three months ended September 30, 2025 and 2024, respectively. Amortization expense of the Company's intangible assets was $1,828,000 and $2,030,000 for the nine months ended September 30, 2025 and 2024, respectively. Estimated amortization expense of the Company's intangible assets to be recognized by the Company during the remainder of 2025 and over the next five years is as follows:
Year ending December 31,
Estimated Amortization Expense
Remaining in 2025
2026
2,438
2027
2028
2029
2030
The Company's catastrophe reinsurance programs are designed primarily by utilizing third-party catastrophe modeling software and consulting with third-party reinsurance experts to project the Company's exposure to catastrophe events. The Company evaluates modeled expected losses developed by the catastrophe modeling software using its risk portfolio data to estimate probable maximum losses ("PML") across multiple return periods and the average annual loss. The Company monitors and manages its catastrophe risk using this model output along with other internal and external data sources, such as its historical loss experience and industry loss experience, to develop its view of catastrophe risk.
The Company's catastrophe reinsurance coverage consists of two separate placements:
This reinsurance protection is an essential part of the Company's catastrophe risk management strategy. It is intended to provide stockholders with an acceptable return on the risks assumed by its insurance entity, and to reduce the variability of earnings, while providing surplus protection. Although reinsurance agreements contractually obligate the Company's reinsurers to reimburse it for the agreed-upon portion of its gross paid losses, they do not discharge the Company's primary liability. In the event one or more of the Company's reinsurers fail to fulfill their obligation, the surplus of the Company's statutory entity may decline, and the Company may not be able to fulfill its obligation to policyholders, or the Company may not be able to maintain compliance with various regulatory financial requirements. Additionally, the Company faces the risk that actual losses incurred from one or more catastrophic events may
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be above the modeled expected loss, resulting in losses exceeding its reinsurance coverage, which may result in a decline in surplus, and as a result the Company may not be able to fulfill its obligations to policyholders, or the Company may not be able to maintain compliance with various regulatory financial requirements. The details of the Company's programs and the likelihood of a catastrophic event exceeding these two coverages are outlined below.
AmCoastal’s core catastrophe reinsurance program provides occurrence-based coverage up to an exhaustion point of approximately $1,330,000,000 for a first occurrence and $1,676,000,000 in the aggregate. Under this program, the Company's GAAP retention on a first event is $29,750,000 ($14,000,000 retained by AmCoastal under statutory accounting principles (STAT retained), $15,750,000 (retained separately by the Company's captive). The Company has purchased second and third event retrocession coverage, reducing its second event GAAP retention to $18,500,000 ($14,000,000 STAT retained by AmCoastal, $4,500,000 retained separately by the Company's captive) and third event GAAP retention to $3,750,000, based on three $100,000,000 loss events. AmCoastal’s program provides sufficient coverage for approximately a 1-in-203-year return period, indicating that the probability of a single occurrence exceeding protection purchased is roughly 0.5% estimated by equally blending the AIR 10, AIR 11.5, RMS 22, and RMS 23 catastrophe models using long-term catalogs including demand surge and based on total insured value at September 30, 2025 of $69 billion. AmCoastal’s program also provides sufficient coverage for a 1-in-100-year event followed by a 1-in-50-year event in the same treaty year, the probability of which is less than 0.1%.
AmCoastal’s all other perils catastrophe excess of loss agreement provides protection from catastrophe loss events other than named windstorms and earthquakes up to $88,200,000 for a first and second event, totaling $176,400,000 in the aggregate. This agreement provides sufficient coverage for approximately a 1-in-450-year return period, indicating that the probability of a single occurrence exceeding protection purchased is no more than 0.2%.
In addition to the programs described above, AmCoastal purchased a new catastrophe aggregate excess of loss coverage (the “CAT Agg” agreement) to mitigate the Company's catastrophe frequency risk. This agreement provides coverage for in-force, new and renewal business. Effective January 1, 2025, the new CAT Agg agreement provides $40,000,000 of aggregate limit (with a $20,000,000 per occurrence cap) in excess of zero after the $40,000,000 annual aggregate deductible has been met. The CAT Agg agreement limits the Company’s losses from all catastrophe loss events, including named windstorms, severe convective storms and winter storm events for the full year ending December 31, 2025.
Effective December 15, 2023, the Company agreed to commute a private reinsurer’s share of core catastrophe reinsurance coverage and replace this gap in coverage with new coverage provided by one of the Company's other private reinsurers. This transaction resulted in a reduction in expense of approximately $6,300,000 and $15,700,000 during the three and six months ended June 30, 2024, respectively.
Where management thinks prudent, particularly where premium rates are high relative to the risk, the Company retains risk whereby AmCoastal purchases reinsurance from Shoreline Re, the Company's captive reinsurance entity. Shoreline Re participates on AmCoastal's all other perils catastrophe excess of loss agreement and AmCoastal's excess per risk agreement. In addition, Shoreline Re participates in a 45% quota share agreement with AmCoastal, which provides coverage for all catastrophe perils as well as attritional losses incurred. The table below outlines the participation of Shoreline Re for each program, including premium received and capital at risk.
Treaty
Effective Dates
Premium Collected / Cession Rate
Capital at Risk (1)
Quota Share Agreement
06/01/2025 - 06/01/2026
45% (2)
33,346,000
(3)
All Other Perils Catastrophe
01/01/2025 -
Excess of Loss Agreement
12/31/2025
1,296,000
2,304,000
01/01/2024 -
01/01/2025
4,500,000
(4)
Excess Per Risk Agreement
02/01/2024 - 02/01/2025
1,867,000
633,000
Quota Share Agreement (5)
06/01/2024 - 06/01/2026
30% (2)
4,200,000
(6)
(1) Capital at risk is calculated by taking the aggregate losses Shoreline Re is subject to under the contract, less net premiums earned under the contract.
(2) This treaty provides or provided coverage for all catastrophe perils and attritional losses incurred. For all catastrophe perils, the quota share agreement provides or provided ground-up protection, effectively reducing our retention for catastrophe losses.
(3) Net premiums earned based on estimated subject premiums at June 1, 2025.
(4) This treaty was amended on June 1, 2025 to include reinstatement, resulting in additional premium and aggregate losses.
(5) This treaty was commuted on June 1, 2025 with no impact on our consolidated results.
(6) Net premiums earned based on estimated subject premiums at June 1, 2024.
The table below outlines the Company's external quota share agreements in effect for the nine months ended September 30, 2025 and 2024.
Reinsurer
Companies in Scope
Cession Rate
States in Scope
External third-party
AmCoastal
20% (1)(2)
06/01/2023 - 06/01/2024
40% (1)
(1) This treaty provides or provided coverage for all catastrophe perils and attritional losses incurred. For all catastrophe perils, the quota share agreement provides or provided ground-up protection, effectively reducing the Company's retention for catastrophe losses.
(2) The cession rate of this treaty was reduced from 20% to 15% effective June 1, 2025 to June 1, 2026.
Reinsurance recoverable at the balance sheet dates consists of the following:
Reinsurance recoverable on unpaid losses and loss adjustment expenses
137,632
249,276
Reinsurance recoverable on paid losses and loss adjustment expenses
6,629
14,143
Reinsurance recoverable(1)
(1) The Company's reinsurance recoverable balance is net of its allowance for expected credit losses. More information related to this allowance can be found in Note 13.
The Company determines its reserve for unpaid losses on an individual case basis for all incidents reported. The liability also includes amounts for incurred but not reported ("IBNR") claims as of the balance sheet date.
The table below shows the analysis of the Company's reserve for unpaid losses for the nine months ended September 30, 2025 and 2024 on a GAAP basis:
Balance at January 1
347,738
Less: reinsurance recoverable on unpaid losses
271,736
Net balance at January 1
72,811
76,002
Incurred related to:
Current year
40,733
41,904
Prior years
(4,593
(2,379
Total incurred
Paid related to:
29,507
29,577
28,373
26,499
Total paid
57,880
56,076
Net balance at September 30
51,071
59,451
Plus: reinsurance recoverable on unpaid losses
113,871
Balance at September 30
173,322
Composition of reserve for unpaid losses and LAE:
Case reserves
36,228
51,549
IBNR reserves
152,475
121,773
Based upon the Company's internal analysis and the Company's review of the annual statement of actuarial opinion provided by its actuarial consultants at December 31, 2024, the Company believes that the reserve for unpaid losses reasonably represents the amount necessary to pay all claims and related expenses which may arise from incidents that have occurred as of the balance sheet date.
As reflected in the table above, the Company had favorable development in the first nine months of 2025 and 2024 related to prior year losses. This development came as a result of re-estimating ultimate losses in 2025 and 2024 based on historical loss trends. Current year and prior year loss payments made by the Company during the nine months ended September 30, 2025 and nine months ended September 30, 2024 were relatively flat. Case reserves on unpaid losses decreased when compared to the prior period as a result of the continued settlement of claims and re-estimating of reserves, offset by increases to IBNR reserves as a result of Hurricane Milton which made landfall in the fourth quarter of 2024 and has outstanding IBNR reserves of $58,830,000 as of September 30, 2025. Reinsurance recoverable on unpaid losses increased in line with this increase in IBNR.
Senior Notes Payable
On December 13, 2017, the Company issued $150,000,000 of 10-year senior notes (the Senior Notes) that will mature on December 15, 2027 and bear interest at a rate equal to 6.25% per annum payable semi-annually on each June 15 and December 15, commencing June 15, 2018. The Senior Notes are senior unsecured obligations of the Company. The Company may redeem the Senior Notes at its option, at any time and from time to time in whole or in part, prior to September 15, 2027, at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments
of principal and interest thereon from the date of redemption to the date that is three months prior to maturity, plus accrued and unpaid interest thereon. On or after that date, the Company may redeem the Senior Notes at par, plus accrued and unpaid interest thereon. On December 8, 2022, the Kroll Bond Rating Agency, LLC announced a downgrade of the Company's issuer and debt ratings from BBB- to BB+. As a result, pursuant to the Company's agreement, the interest rate of its Senior Notes increased from 6.25% to 7.25%. On July 21, 2025, the Kroll Bond Rating Agency, LLC announced an upgrade of the Company's issuer and debt ratings from BB+ to BBB-. As a result, pursuant to the Company's indenture, the interest rate of its Senior Notes will decrease from 7.25% to 6.25% effective December 16, 2025.
Financial Covenants
The Company's Senior Notes provide that the Company and its subsidiaries shall not incur any indebtedness unless no default exists and the Company’s leverage ratio as of the last day of any annual or quarterly period (the balance sheet date) immediately preceding the date on which such additional indebtedness is incurred would have been no greater than 0.3:1, determined on a pro forma basis as if the additional indebtedness and all other indebtedness incurred since the immediately preceding balance sheet date had been incurred and the proceeds therefrom applied as of such day. The Company and its subsidiaries also may not create, assume, incur or permit to exist any indebtedness for borrowed money that is secured by a lien on the voting stock of any significant subsidiary without securing the Senior Notes equally. The Company may not issue, sell, assign, transfer or otherwise dispose of, directly or indirectly, any of the capital stock of the Company’s significant subsidiaries as of the issue date of the Senior Notes (except to the Company or to one or more of the Company’s other subsidiaries, or for the purpose of qualifying directors or as may be required by law or regulation), subject to certain exceptions. These covenants are evaluated at the end of each calendar year, and at December 31, 2024, while the Company's leverage ratio was greater than the allowed ratio above, the Company did not incur any additional indebtedness during the period and as a result, the Company was in compliance with the covenants in the Senior Notes.
Debt Issuance Costs
The table below presents the roll forward of the Company's debt issuance costs paid, in conjunction with the debt instruments described above, during the nine months ended September 30, 2025 and 2024:
Balance at January 1,
980
1,312
Amortization
(250
(249
Balance at September 30,
730
1,063
Litigation
The Company is involved in claims-related legal actions arising in the ordinary course of business. The Company accrues amounts resulting from claims-related legal actions in unpaid losses and LAE during the period when that it determines an unfavorable outcome becomes probable and can estimate the amounts. Management makes revisions to estimates based on its analysis of subsequent information that the Company receives regarding various factors, including: (i) per claim information; (ii) company and industry historical loss experience; (iii) judicial decisions and legal developments in the awarding of damages; and (iv) trends in general economic conditions, including the effects of inflation.
On October 20, 2023, the Company received notice that the Florida Department of Financial Services ("DFS") filed a notice of claim and demand for tender of policy limits under the Company's director and officer insurance policy (the "Claim"). The Claim alleges that former officers and directors of United Property & Casualty Insurance Company ("UPC") were involved in wrongful acts that resulted in UPC's insolvency. The Claim demands immediate tender of the Company's director and officer’s policy limit of $40,000,000 where the Company has a retention of $1,500,000. The former directors and officers of UPC deny the allegations. Although no litigation
has arisen from the Claim, litigation is anticipated. The directors and officers plan to vigorously defend against the Claim; however, due to the Company's indemnification obligation, during 2023, the Company accrued the policy retention amount of $1,500,000. This claim remains open as of September 30, 2025.
Commitments to fund partnership investments
The Company has fully funded one limited partnership investment and partially funded two additional limited partnership investments. The amount of unfunded commitments was $2,200,000 and $1,400,000 at September 30, 2025 and December 31, 2024, respectively.
Leases
The Company, as a lessee, has entered into leases of commercial office space of various term lengths. In addition to office space, the Company leases office equipment under operating leases.
The classification of operating and lease asset and liability balances within the Unaudited Condensed Consolidated Balance Sheets was as follows:
Financial Statement Line
Assets
Operating lease assets
3,017
3,209
Liabilities
Operating lease liabilities
The components of lease expenses were as follows:
At September 30, 2025, future minimum gross lease payments relating to these non-cancellable operating lease agreements were as follows:
Estimated Remaining Payments
398
407
419
432
Thereafter
2,444
Total undiscounted future minimum lease payments
Less: Imputed interest
(1,010
Present value of lease liabilities
Weighted average remaining lease term and discount rate related to operating leases were as follows:
Weighted average remaining lease term (months)
113
121
Weighted average discount rate
5.65
5.64
There were no other cash or non-cash related activities during the nine months ended September 30, 2025 and 2024.
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Capital lease amortization expenses are included in depreciation expense in the Company's Unaudited Condensed Consolidated Statements of Comprehensive Income. See Note 7 of these Notes to Unaudited Condensed Consolidated Financial Statements for more information regarding depreciation expense, Note 11 for information regarding commitments related to long-term debt, and Note 14 for information regarding commitments related to regulatory actions.
Subleases
The Company previously leased and occupied office space in which it no longer operates. Effective October 1, 2022, this office space was subleased to a third-party. The sublease was effective from October 1, 2022 through July 31, 2025, with no option to extend. However, on February 29, 2024, this sublease was cancelled as a part of an agreement to terminate the original lease associated with the office space. During the nine months ended September 30, 2024, the Company recognized $33,000 of income related to this sublease, exclusive of the lease expense associated with the original lease.
Employee Retention Credit
A series of legislation was enacted in the United States during 2020 and 2021 in response to the COVID-19 pandemic that provided financial relief for businesses impacted by government-mandated shutdowns, work stoppages, or other losses suffered by employers. The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) provided an employee retention credit, which is a refundable tax credit against certain employment taxes of up to $5,000 per employee for eligible employers. The tax credit is equal to 50% of qualified wages paid to employees during a quarter, capped at $10,000 of qualified wages per employee. During the second quarter of 2022, the Company evaluated its eligibility and filed for a $10,161,000 refund in connection with its Employee Retention Tax Credit for the tax year ended December 31, 2021. During the nine months ended September 30, 2025 the Company received refunds of $4,469,000 that were outstanding as of December 31, 2024. These were recorded as a contra-expense to payroll tax in the periods received. With these receipts, as of September 30, 2025, the Company has received all requested funds from the Internal Revenue Service related to this refund and no longer has an unrecorded gain contingency related to this balance.
Quota Share Commission Loss Contingency
AmCoastal participates in shared quota-share reinsurance agreements with the Company's former subsidiary, UPC, which are subject to a variable ceding commission based on loss experience. With the receivership of UPC in 2023, the Company has not received data related to UPC losses that could unfavorably shift AmCoastal’s commission related to these contracts. In addition, the Company cannot reasonably determine how this shift will be allocated between the contracted parties. Until the Company receives this loss data and provides the updated calculations to both the Company's reinsurance partners and the DFS, as receiver of UPC, the Company is unable to estimate the impact; however, the Company believes a loss contingency related to these commissions may exist as of September 30, 2025.
The Company will continue to monitor the matter for further developments that could affect the outcome of these contingencies and will make any appropriate adjustments each quarter.
The Company is exposed to credit losses primarily through three different pools of assets based on similar risk characteristics: premiums receivable for direct written business; reinsurance recoverables from ceded losses to its reinsurers; and its investment holdings. The Company estimates the expected credit losses based on historical trends, credit ratings assigned to reinsurers by rating agencies, average default rates, current economic conditions, and reasonable and supportable forecasts of future economic conditions that affect the collectability of the reported amounts over its expected life. Changes in the relevant information may significantly affect the estimates of expected credit losses.
The allowance for credit losses is deducted from the amortized cost basis of the assets to present their net carrying value at the amount expected to be collected. Each period, the allowance for credit losses is adjusted through earnings to reflect expected credit losses over the remaining lives of the assets.
29
The following tables summarize the Company's allowance for expected credit losses by pooled asset for the nine months ended September 30, 2025 and 2024, respectively:
Write-offs
Premiums Receivable
(23
Reinsurance Recoverables
75
39
(59
(32
97
(58
As of September 30, 2025 and 2024, the Company had no allowance for expected credit losses related to its investment holdings.
The insurance industry is heavily regulated. State laws and regulations, as well as national regulatory agency requirements, govern the operations of all insurers such as the Company's insurance subsidiary. The various laws and regulations require that insurers maintain minimum amounts of statutory surplus and risk-based capital, restrict insurers' ability to pay dividends, specify allowable investment types and investment mixes, and subject insurers to assessments. AmCoastal is domiciled and operates in Florida and at September 30, 2025, and during the nine months then ended, met all regulatory requirements of the state.
During 2023, the Company received a multi-year Emergency Assessment notice from the Florida Insurance Guaranty Association ("FIGA"). This assessment will be 1.0% on direct written premiums of all covered lines of business in Florida beginning October 1, 2023 through September 30, 2025 to cover the cost of insurance companies facing insolvency. During 2025, FIGA extended this assessment for a third year, beginning October 1, 2025 through September 30, 2026.
The National Association of Insurance Commissioners ("NAIC") has Risk-Based Capital ("RBC") guidelines for insurance companies that are designed to assess capital adequacy and to raise the level of protection that statutory surplus provides for policyholders. Most states, including Florida, have enacted statutory requirements adopting the NAIC RBC guidelines, and insurers having less statutory surplus than required will be subject to varying degrees of regulatory action, depending on the level of capital inadequacy. State insurance regulatory authorities could require an insurer to cease operations in the event the insurer fails to maintain the required statutory capital.
The state laws of Florida permit an insurer to pay dividends or make distributions out of that part of statutory surplus derived from net operating profit and net realized capital gains. The state laws further provide calculations to determine the amount of dividends or distributions that can be made without the prior approval of the insurance regulatory authorities in those states and the amount of dividends or distributions that would require prior approval of the insurance regulatory authorities in those states. Statutory RBC requirements may further restrict the Company's insurance subsidiary's ability to pay dividends or make distributions if the amount of the intended dividend or distribution would cause statutory surplus to fall below minimum RBC requirements.
30
The Company's insurance subsidiary must file with the various insurance regulatory authorities an “Annual Statement” which reports, among other items, statutory net income and surplus as regards policyholders, which is called stockholders' equity under GAAP. The table below details the statutory net income for the three and nine months ended September 30, 2025 and 2024 for AmCoastal.
Net Income
26,463
27,821
62,974
69,761
The Company's insurance subsidiary must maintain capital and surplus ratios or balances as determined by the regulatory authority of the state in which it is domiciled. At September 30, 2025, the Company met these requirements. The table below details the amount of surplus as regards policyholders for AmCoastal at September 30, 2025 and December 31, 2024.
Surplus as regards policyholders
271,524
230,001
The Company reports changes in other comprehensive income items within comprehensive income on the Unaudited Condensed Consolidated Statements of Comprehensive Income, and includes accumulated other comprehensive income (loss) as a component of stockholders' equity on its Unaudited Condensed Consolidated Balance Sheets.
The table below details the components of accumulated other comprehensive loss at period end:
Pre-Tax Amount
Tax (Expense) Benefit (1)
Net-of-Tax Amount
(16,767
1,101
Changes in net unrealized losses on investments
(346
8,299
Reclassification adjustment for realized gains
346
(1,036
(9,504
(1) The Company has a valuation allowance on the tax impacts of the unrealized gains (losses) on investments resulting in the net tax (expense) benefit during the period reflecting only the realized position.
The Company's Board of Directors declared no dividends on the Company's outstanding shares of common stock to stockholders of record during the nine months ended September 30, 2025 and 2024.
In July 2019, the Company's Board of Directors authorized a stock repurchase plan of up to $25,000,000 of its common stock. As of September 30, 2025, the Company has not yet repurchased any shares under this stock repurchase plan but may be in and out of the market as the Company sees fit. The timing and volume of repurchases are at the discretion of management, based on the capital needs of the business, the market price of ACIC common stock, and general market conditions. The plan has no expiration date, and the plan may be suspended or discontinued at any time.
In September 2023, the Company entered into an equity distribution agreement (the “Agreement”) with Raymond James & Associates, Inc., as agent (the “Agent”), of up to 8,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”). Sales of the Shares under the Agreement will be made in sales deemed to be “at the market offerings”. The Agent is not required to sell any specific amount of Shares but has agreed to act as the Company’s sales agent for a commission equal to 3.0% of the gross proceeds from the sales of the Shares. As of September 30, 2025, 4,373,000 shares have been sold under the Agreement resulting in commissions paid of approximately $1,181,000 and net proceeds of approximately $38,190,000. The Agreement will terminate upon the issuance and sale of all Shares subject to the Agreement, or the Agreement may be suspended or discontinued at any time.
See Note 17 in these Notes to Unaudited Condensed Consolidated Financial Statements for information regarding stock-based compensation activity.
The Company accounts for stock-based compensation under the fair value recognition provisions of ASC Topic 718 - Compensation - Stock Compensation. The Company recognizes stock-based compensation cost over the award’s requisite service period on a straight-line basis for time-based restricted stock grants and performance-based restricted stock grants. The Company records forfeitures as they occur for all stock-based compensation.
The following table presents the Company's total stock-based compensation expense:
Employee stock-based compensation expense
Pre-tax
926
556
2,872
1,593
Post-tax (1)
732
439
2,269
1,258
Director stock-based compensation expense
138
379
310
109
245
(1) The after-tax amounts are determined using the 21% corporate federal tax rate.
The Company had approximately $4,819,000 of unrecognized stock compensation expense at September 30, 2025 related to non-vested stock-based compensation granted, which it expects to recognize over a weighted-average period of approximately 1.9 years. The Company had approximately $304,000 of unrecognized director stock-based compensation expense at September 30, 2025 related to non-vested director stock-based compensation granted, which it expects to recognize over a weighted-average period of approximately 0.6 years.
Restricted stock, restricted stock units and performance stock units
Stock-based compensation cost for restricted stock awards, restricted stock units and performance stock units is measured based on the closing fair market value of the Company's common stock on the date of grant, which vest in equal installments over the requisite service period of typically three years. Restricted stock awards granted to non-employee directors vest over a one-year period. Each restricted stock unit and performance stock unit represents the Company's obligation to deliver to the holder one share of common stock upon vesting.
Performance stock units vest based on the Company's return on average equity compared to a defined group of peer companies. On the grant date, the Company issues the target number of performance stock units. They are subject to forfeitures if performance goals are not met. The actual number of performance stock units earned can vary from zero to 150 percent of the target for the awards.
The Company granted 19,435 and 96,967 shares of restricted common stock during the three months ended September 30, 2025 and 2024, respectively, which had a weighted-average grant date fair value of $10.76 and $7.88, respectively. The Company granted 466,672 and 598,713 shares of restricted common stock during the nine months ended September 30, 2025 and 2024, respectively, which had a weighted-average grant date fair value of $11.48 and $7.41, respectively.
The following table presents certain information related to the activity of the Company's non-vested restricted common stock grants:
Number ofRestrictedShares
WeightedAverage GrantDate Fair Value
Outstanding as of December 31, 2024
606,411
6.23
Granted
466,672
11.48
Less: Forfeited
1,009
11.59
Less: Vested
494,793
5.29
Outstanding as of September 30, 2025
577,281
10.12
Stock options
Stock option fair value was estimated on the grant date using the Black-Scholes-Merton formula. Stock options vest in equal installments over the requisite service period of typically three years. The following weighted-average assumptions were used to value the stock options granted:
Expected annual dividend yield
Expected volatility
88.51
86.92
Risk-free interest rate
3.87
4.37
Expected term
6 years
The expected annual dividend yield for options granted during 2025 and 2024 is based on no dividends being paid in future quarters. The expected volatility is a historical volatility calculated based on the daily closing prices over a period equal to the expected term. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the grant date. Expected term takes into account the three-year graded vesting term and the 10-year contractual term of the option.
The Company granted 76,141 and 196,275 stock options for the nine months ended September 30, 2025 and 2024, respectively, which had a weighted average grant date fair value of $11.63 and $4.82 per share, respectively.
The following table presents certain information related to the activity of the Company's stock option grants:
Number ofStock Options
WeightedAverageExercise Prices
Weighted Average Remaining Contractual Term (years)
AggregateIntrinsicValue (2)
1,130,035
4.12
7.21
10,202,000
76,141
11.63
Less: Expired
Less: Exercised
3.17
965,730
4.95
6.76
6,514,000
Vested as of September 30, 2025 ⁽¹⁾
1,475,570
4.24
6.28
5,996,000
Exercisable as of September 30, 2025
799,869
(1) The vested shares are calculated based on all vested shares at September 30, 2025, inclusive of those that have since expired. The weighted average exercise prices, weighted-average remaining contractual term and aggregate intrinsic value is calculated based on only vested shares that are outstanding and exercisable at September 30, 2025.
(2) Presented in ones.
33
The Company evaluates all subsequent events and transactions for potential recognition or disclosure in its financial statements. As of the date of the filing the Company has experienced no subsequent events which required disclosure.
34
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Unaudited Condensed Consolidated Financial Statements and related notes appearing elsewhere in this Form 10-Q, as well as with the Consolidated Financial Statements and related footnotes under Part II. Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed or implied in these forward-looking statements as a result of certain known and unknown risks and uncertainties. See "Forward-Looking Statements."
EXECUTIVE SUMMARY
Overview
American Coastal Insurance Corporation (referred to in this document as we, our, us, the Company or ACIC) is a holding company primarily engaged in commercial property and casualty insurance business with investments in the United States. We conduct our business principally through our wholly-owned insurance subsidiary, American Coastal Insurance Company (AmCoastal). Collectively, we refer to the holding company and all our subsidiaries, including non-insurance subsidiaries, as “American Coastal Insurance Corporation,” which is the preferred brand identification for our Company.
Our Company’s primary source of revenue is generated from writing insurance in Florida. Our target market in such areas consists of states where the perceived threat of natural catastrophe has caused large national insurance carriers to reduce their concentration of policies. We believe an opportunity exists for ACIC to write profitable business in such areas. On May 9, 2024, we entered into a Stock Purchase Agreement (the "Sale Agreement") with Forza Insurance Holdings, LLC (Forza) in which ACIC agreed to sell and Forza agreed to acquire 100% of the issued and outstanding stock of IIC. Forza’s application to acquire IIC was approved by the New York Department of Financial Services ("NYDFS") on February 13, 2025, and the sale closed on April 1, 2025. The Company received cash proceeds totaling $25,679,000 from the sale resulting in a loss on disposal of $247,000, net of tax impacts. The Company also recognized a $1,348,000 loss, net of tax impacts, on IIC's fixed maturity portfolio, which was included in accumulated other comprehensive loss on the Company's Consolidated Balance Sheets prior to the sale. As a result, IIC results of operations and assets and liabilities are captured within discontinued operations and can be seen in Note 4 of the Notes to Unaudited Condensed Consolidated Financial Statements above.
We have historically grown our business through strong organic growth, complemented by strategic acquisitions and partnerships, including our acquisitions of AmCo Holding Company, LLC (AmCo) and AmCoastal in April 2017.
Our policies in-force increased by 8.6% from 3,971 policies in-force at September 30, 2024 to 4,343 policies in-force at September 30, 2025. As of September 30, 2025 and 2024, all of our policies in-force are in the state of Florida.
The following discussion highlights significant factors influencing the consolidated financial position and results of operations of American Coastal Insurance Corporation. In evaluating our results of operations, we use premiums written and earned, policies in-force and new and renewal policies by geographic concentration. We also consider the impact of catastrophe losses and prior year development on our loss ratios, expense ratios and combined ratios. In monitoring our investments, we use credit quality, investment income, cash flows, realized gains and losses, unrealized gains and losses, asset diversification and portfolio duration. To evaluate our financial condition, we consider our liquidity, financial strength, ratings, book value per share and return on equity.
2025 Highlights
Total revenues
Consolidated net income
Net income available to ACIC stockholders per diluted share
Continuing Operations
Discontinued Operations
Reconciliation of net income to core income:
Plus: Non-cash amortization of intangible assets and goodwill impairment
2,031
Less: Income (loss) from discontinued operations, net of tax
Less: Net realized gains (losses) on investment portfolio
Less: Unrealized gains on equity securities
Less: Net tax impact (1)
(536
(195
(626
Core income(2)
30,467
26,934
77,874
70,935
Core income per diluted share (2)
0.61
0.54
1.57
Book value per share
6.71
5.38
(1) In order to reconcile the net income to the core income measure, we included the tax impact of all adjustments using the 21% corporate federal tax rate.
(2) Core income, a measure that is not based on GAAP, is reconciled above to net income, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this Form 10-Q is in "Definitions of Non-GAAP Measures" below.
Consolidated Net Income
Net income from continuing operations, net of tax
Loss from discontinued operations, net of tax
Earnings available to ACIC common stockholders per diluted share
Return on equity based on GAAP net income
39.1
55.3
Loss ratio, net (1)
11.4
15.8
15.9
19.7
Expense ratio (2)
45.5
41.9
44.7
38.9
Combined ratio (3)
56.9
57.7
60.6
58.6
Effect of current year catastrophe losses on combined ratio
0.5
6.6
0.2
2.6
Effect of prior year development on combined ratio
(1.4
)%
(1.8
(2.0
(1.2
Underlying combined ratio (4)
57.8
62.4
57.2
(1) Loss ratio, net is calculated as losses and loss adjustment expense (LAE) net of losses ceded to reinsurers, relative to net premiums earned. Management uses this operating metric to analyze our loss trends and believes it is useful for investors to evaluate this component separately from our other operating expenses.
(2) Expense ratio is calculated as the sum of all operating expenses less interest expense relative to net premiums earned. Management uses this operating metric to analyze our expense trends and believes it is useful for investors to evaluate this component separately from our loss expenses.
(3) Combined ratio is the sum of the loss ratio, net and the expense ratio, net. Management uses this operating metric to analyze our total expense trends and believes it is a key indicator for investors when evaluating the overall profitability of our business.
(4) Underlying combined ratio, a measure that is not based on GAAP, is reconciled above to the combined ratio, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this Form 10-Q is in "Definitions of Non-GAAP Measures" below.
Definitions of Non-GAAP Measures
We believe that investors' understanding of ACIC's performance is enhanced by our disclosure of the following non-GAAP measures. Our methods for calculating these measures may differ from those used by other companies and therefore comparability may be limited.
Combined ratio excluding the effects of current year catastrophe losses and prior year reserve development (underlying combined ratio) is a non-GAAP measure, that is computed by subtracting the effect of current year catastrophe losses and prior year development from the combined ratio. We believe that this ratio is useful to investors and it is used by management to highlight the trends in our business that may be obscured by current year catastrophe losses and prior year development. Current year catastrophe losses cause our loss trends to vary significantly between periods as a result of their frequency of occurrence and magnitude, and can have a significant impact on the combined ratio. Prior year development is caused by unexpected loss development on historical reserves. We believe it is useful for investors to evaluate these components separately and in the aggregate when reviewing our performance. The most directly comparable GAAP measure is the combined ratio. The underlying combined ratio should not be considered as a substitute for the combined ratio and does not reflect the overall profitability of our business.
Net loss and LAE excluding the effects of current year catastrophe losses and prior year reserve development (underlying loss and LAE) is a non-GAAP measure, that is computed by subtracting the effect of current year catastrophe losses and prior year reserve development from net loss and LAE. We use underlying loss and LAE figures to analyze our loss trends that may be impacted by current year catastrophe losses and prior year development on our reserves. As discussed previously, these two items can have a significant impact on our loss trends in a given period. We believe it is useful for investors to evaluate these components separately and in the aggregate when reviewing our performance. The most directly comparable GAAP measure is net loss and LAE. The underlying loss and LAE measure should not be considered a substitute for net loss and LAE and does not reflect the overall profitability of our business.
Net income (loss) excluding the effects of amortization of intangible assets, income (loss) from discontinued operations, realized gains (losses) and unrealized gains (losses) on equity securities, net of tax (core income (loss)) is a non-GAAP measure, which is computed by adding amortization, net of tax, to net income (loss) and subtracting income (loss) from discontinued operations, net of tax, realized gains (losses) on our investment portfolio, net of tax, and unrealized gains (losses) on our equity securities, net of tax, from net income (loss). Amortization expense is related to the amortization of intangible assets acquired, including goodwill, through mergers and therefore the expense does not arise through normal operations. Investment portfolio gains (losses) and unrealized equity security gains (losses) vary independent of our operations. We believe it is useful for investors to evaluate these components separately and in the aggregate when reviewing our performance. The most directly comparable GAAP measure is net income (loss). The core income (loss) measure should not be considered a substitute for net loss and does not reflect the overall profitability of our business.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
When we prepare our consolidated financial statements and accompanying notes in conformity with GAAP, we must make estimates and assumptions about future events that affect the amounts we report. Certain of these estimates result from judgments that can be subjective and complex. As a result of that subjectivity and complexity, and because we continuously evaluate these estimates and assumptions based on a variety of factors, actual results could materially differ from our estimates and assumptions if changes in one or more factors require us to make accounting adjustments. During the nine months ended September 30, 2025, we reassessed our critical accounting policies and estimates as disclosed in Note 2 to the Notes to Unaudited Condensed Consolidated Financial Statements and our Annual Report on Form 10-K for the year ended December 31, 2024. We have made no material changes or additions with regard to those policies and estimates.
RECENT ACCOUNTING STANDARDS
Please refer to Note 2 in the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of recent accounting standards that may affect us.
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ANALYSIS OF FINANCIAL CONDITION - SEPTEMBER 30, 2025 COMPARED TO DECEMBER 31, 2024
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our accompanying unaudited condensed consolidated interim financial statements and related notes, and in conjunction with the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024.
Investments
The primary goals of our investment strategy are to preserve capital, maximize after-tax investment income, maintain liquidity and minimize risk. To accomplish our goals, we purchase debt securities in sectors that represent the most attractive relative value, and we maintain a moderate equity exposure. Limiting equity exposure manages risks and helps to preserve capital for two reasons: first, bond market returns are less volatile than stock market returns, and second, should the bond issuer enter bankruptcy liquidation, bondholders generally have a higher priority than equity holders in a bankruptcy proceeding.
We must comply with applicable state insurance regulations that prescribe the type, quality and concentrations of investments our insurance subsidiaries can make; therefore, our current investment policy limits investment in non-investment-grade fixed maturities and limits total investment amounts in preferred stock, common stock and mortgage notes receivable. We do not invest in derivative securities, however, we do hold warrants as a result of our surplus note investment. Please see Note 5 for more information.
As of September 30, 2025, one outside asset management company which has authority and discretion to buy and sell securities for us, manage our investments subject to (i) the guidelines established by our Board of Directors and (ii) the direction of management. Prior to August 2025, we engaged two outside asset management companies. The Investment Committee of our Board of Directors reviews and approves our investment policy on a regular basis.
Our cash, cash equivalents, restricted cash and investment portfolio totaled $695,047,000 at September 30, 2025, compared to $540,811,000 at December 31, 2024.
The following table summarizes our investments, by type:
13.8
28.7
10.9
11.3
4.5
5.6
3.2
1.8
2.1
1.2
1.0
0.1
35.5
52.0
6.8
5.9
0.7
0.9
7.5
5.3
4.4
48.3
63.2
38.6
25.3
13.1
11.5
Total cash, cash equivalents, restricted cash and investments
695,047
540,811
We classify all of our fixed-maturity investments as available-for-sale. Our investments at September 30, 2025 and December 31, 2024 consisted mainly of U.S. government and agency securities, securities of investment-grade corporate issuers, mortgage-backed securities, and states, municipalities and political subdivisions. Our equity holdings as of September 30, 2025 and December 31, 2024 consisted of mutual funds and common stock. At September 30, 2025, approximately 82.8% of our fixed maturities were U.S. Treasuries or corporate bonds rated "A" or better, and 17.2% were corporate bonds rated "BBB" or "BB".
Reinsurance
We follow the industry practice of reinsuring a portion of our risks. Reinsurance involves transferring, or "ceding", all or a portion of the risk exposure on policies we write to another insurer, known as a reinsurer. To the extent that our reinsurers are unable to meet the obligations they assume under our reinsurance agreements, we remain primarily liable for the entire insured loss under the policies we write.
Our catastrophe reinsurance coverage consists of two separate placements:
This reinsurance protection is an essential part of our catastrophe risk management strategy. It is intended to provide our stockholders with an acceptable return on the risks assumed by our insurance entity, and to reduce the variability of earnings, while providing surplus protection. Although reinsurance agreements contractually obligate our reinsurers to reimburse us for the agreed-upon portion of our gross paid losses, they do not discharge our primary liability. In the event one or more of our reinsurers fail to fulfill their obligation, the surplus of our statutory entity may decline, and we may not be able to fulfill our obligation to policyholders, or we may not be able to maintain compliance with various regulatory financial requirements. Additionally, we face the risk that actual losses incurred from one or more catastrophic events may be above the modeled expected loss resulting in losses exceeding our reinsurance coverage, which may result in a decline in surplus, and as a result we may not be able to fulfill our obligations to policyholders, or we may not be able to maintain compliance with various regulatory financial requirements. The details of our programs and the likelihood of a catastrophic event exceeding these two coverages are outlined below.
AmCoastal’s core catastrophe reinsurance program provides occurrence-based coverage up to an exhaustion point of approximately $1,330,000,000 for a first occurrence and $1,676,000,000 in the aggregate. Under this program, the Company's GAAP retention on a first event is $29,750,000 ($14,000,000 retained by AmCoastal under statutory accounting principles (STAT retained), $15,750,000 (retained separately by the Company's captive). The Company has purchased second and third event retrocession coverage, reducing its second event GAAP retention to $18,500,000 ($14,000,000 STAT retained by AmCoastal, $4,500,000 retained separately by the Company's captive) and third event GAAP retention to $3,750,000, based on three $100,000,000 loss events. AmCoastal’s program provides sufficient coverage for approximately a 1-in-203-year return period, indicating that the probability of a single occurrence exceeding protection purchased is roughly 0.5% estimated by blending the AIR 10, AIR 11.5, RMS 22 and RMS 23 catastrophe models using long-term catalogs including demand surge and based on total insured value at September 30, 2025 of $69 billion. AmCoastal’s program also provides sufficient coverage for a 1-in-100-year event followed by a 1-in-50-year event in the same treaty year, the probability of which is less than 0.1%. While we believe these catastrophe models are very good tools and their output provides reasonable proxies for the probability of exhausting our reinsurance protections, they are imperfect, so actual results could vary dramatically from those expected.
In addition to the programs described above, AmCoastal purchased a new catastrophe aggregate excess of loss coverage (the “CAT Agg” agreement) to mitigate our catastrophe frequency risk. This agreement provides coverage for in-force, new and renewal business. Effective January 1, 2025, the new CAT Agg agreement provides $40,000,000 of aggregate limit (with a $20,000,000 per occurrence cap) in excess of zero after the $40,000,000 annual aggregate deductible has been met. The CAT Agg agreement limits our losses from all catastrophe loss events, including named windstorms, severe convective storms and winter storm events for the full year ending December 31, 2025.
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Where we think prudent, particularly where premium rates are high relative to the risk, we retain risk whereby AmCoastal purchases reinsurance from Shoreline Re, our captive reinsurance entity. Shoreline Re participates on AmCoastal's all other perils catastrophe excess of loss agreement and AmCoastal's excess per risk agreement. In addition, Shoreline Re participates in a 45% quota share agreement with AmCoastal, which provides coverage for all catastrophe perils as well as attritional losses incurred. The table below outlines the participation of Shoreline Re for each program, including premium received and capital at risk.
The table below outlines our external quota share agreements in effect for the nine months ended September 30, 2025 and 2024.
(1) This treaty provides or provided coverage for all catastrophe perils and attritional losses incurred. For all catastrophe perils, the quota share agreement provides or provided ground-up protection, effectively reducing our retention for catastrophe losses.
41
Reinsurance costs as a percentage of gross earned premium during the three and nine months ended September 30, 2025 and 2024 were as follows:
Non-at-Risk
(0.3
(0.5
Quota Share
(12.8
(16.2
All Other
(37.2
(36.8
Total Ceding Ratio
(50.3
(53.5
(14.7
(24.7
(38.6
(32.9
(53.6
(57.9
We amortize our ceded unearned premiums over the annual agreement period, and we record that amortization in ceded premiums earned on our Unaudited Condensed Consolidated Statements of Comprehensive Income. The table below summarizes the amounts of our ceded premiums written under the various types of agreements, as well as the amortization of ceded unearned premiums:
(9,302
(14,615
(63,087
(80,749
Excess-of-loss
(9,110
(221,414
(236,930
Equipment, identity theft, and cyber security
(273
(542
(1,758
(1,847
Ceded premiums written
(9,533
(24,267
(286,259
(319,526
Change in ceded unearned premiums
(72,406
(61,425
23,474
44,126
Current year catastrophe losses disaggregated between named and numbered storms and all other catastrophe loss events are shown in the following table.
Numberof Events
IncurredLoss andLAE (1)
CombinedRatio Impact
Current period catastrophe losses incurred
Named and numbered storms
4,800
6.4
All other catastrophe loss events
425
152
4,952
2.4
356
5,156
(1) Incurred loss and LAE is equal to losses and LAE paid plus the change in case and incurred but not reported reserves. Shown net of losses ceded to reinsurers. Incurred loss and LAE and number of events includes the development on storms during the year in which it occurred.
See Note 9 in our Notes to Unaudited Condensed Consolidated Financial Statements for additional information regarding our reinsurance program.
Unpaid Losses and Loss Adjustments
We generally use the term “loss(es)” to collectively refer to both loss and LAE. We establish reserves for both reported and unreported unpaid losses that have occurred at or before the balance sheet date for amounts we estimate we will be required to pay in the future, including provisions for claims that have been reported but are unpaid at the balance sheet date and for obligations on claims that have been incurred but not reported at the balance sheet date. Our policy is to establish these loss reserves after considering all information known to us at each reporting period. At any given point in time, our loss reserve represents our best estimate of the ultimate settlement and administration costs of our insured claims incurred and unpaid.
Unpaid losses and LAE totaled $188,703,000 and $322,087,000 as of September 30, 2025 and December 31, 2024, respectively.
Since the process of estimating loss reserves requires significant judgment due to a number of variables, such as fluctuations in inflation, judicial decisions, legislative changes and changes in claims handling procedures, our ultimate liability will likely differ from these estimates. We revise our reserve for unpaid losses as additional information becomes available, and reflect adjustments, if any, in our earnings in the periods in which we determine the adjustments as necessary.
See Note 10 in our Notes to Unaudited Condensed Consolidated Financial Statements for additional information regarding our losses and loss adjustments.
43
RESULTS OF OPERATIONS - COMPARISON OF THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2025 AND 2024
ACIC net income for the three months ended September 30, 2025 increased $4,364,000, or 15.5%, to net income of $32,483,000 for the third quarter of 2025 from $28,119,000 for the same period in 2024. All of this income is attributable to continuing operations for the three months ended September 30, 2025, an increase of $4,814,000 from $27,669,000 of income from continuing operations for the same period in 2024. Quarter-over-quarter revenues increased, driven by an increase in net premiums earned. This was partially offset by increased expenses quarter-over-quarter, driven by an increase in policy acquisition costs and general and administrative expenses, partially offset by decreased loss and loss adjustment expenses.
Revenue
Our gross written premiums decreased $21,204,000, or 22.8%, to $71,812,000 for the third quarter ended September 30, 2025 from $93,016,000 for the same period in 2024 as we looked to manage exposure during the quarter. Gross premium earned increased $2,579,000, or 1.6%, to $162,757,000 for the third quarter ended September 30, 2025 from $160,178,000 for the same period in 2024. Ceded premiums earned decreased $3,753,000, or 4.4%, to $81,939,000 for the third quarter ended September 30, 2025 from $85,692,000 for the same period in 2024. The breakdown of the quarter-over-quarter change in these premiums and new and renewal policies are shown in the tables below. More detail regarding our ceded premiums can be seen in our analysis of financial condition above.
($ in thousands)
Change
(21,204
23,783
2,579
14,734
(10,981
3,753
6,332
New and Renewal Policies
578
626
(48
44
Expenses
Expenses for the three months ended September 30, 2025 increased $2,618,000, or 5.7%, to $48,690,000 from $46,072,000 for the same period in 2024. The increase in expenses was primarily due to an increase in policy acquisition costs. This was offset in part by a decrease in losses and loss adjustment expenses, while general and administrative expenses remained relatively flat. The details of these changes can be seen below.
The calculations of our loss ratios and underlying loss ratios are shown below.
Net loss and LAE
(2,563
% of Gross earned premiums
5.7
7.4
(1.7
pts
% of Net earned premiums
(4.4
Less:
Current year catastrophe losses
4,953
(4,528
Prior year reserve favorable development
(1,124
(1,357
233
Underlying loss and LAE (1)
9,910
8,178
1,732
6.1
5.1
12.3
11.0
(1) Underlying loss and LAE is a non-GAAP measure and is reconciled above to net loss and LAE, the most directly comparable GAAP measure. Additional information regarding non-GAAP financial measures presented in this document is in the "Definitions of Non-GAAP Measures" section of this Form 10-Q.
The calculations of our expense ratios are shown below.
4,497
General and administrative
1,032
Total operating expenses
36,760
31,231
5,529
22.6
19.5
3.1
3.6
Loss and LAE decreased by $2,563,000, or 21.8%, to $9,211,000 for the third quarter of 2025 from $11,774,000 for the third quarter of 2024. Loss and LAE expense as a percentage of net earned premiums decreased 4.4 points to 11.4% for the third quarter of 2025, compared to 15.8% for the third quarter of 2025. Excluding catastrophe losses and prior year reserve development, our gross underlying loss and LAE ratio for the third quarter of 2025 was 6.1%, an increase of 1.0 point, from 5.1% for the third quarter of 2024.
Policy acquisition costs increased by $4,497,000, or 21.5%, to $25,439,000 for the third quarter of 2025 from $20,942,000 for the third quarter of 2024, due to an increase in external management fees of $3,726,000, primarily as the result of an increase in our commission accrual for 2025. In addition, reinsurance ceding commission income decreased $810,000, driven by a decrease in our quota share cession rate from 20% to 15%, effective June 1, 2025.
General and administrative expenses increased by $1,032,000, or 10.0%, to $11,321,000 for the third quarter of 2025 from $10,289,000 for the third quarter of 2024, driven by increased salary related expenses of $1,242,000 as we expand our underwriting and compliance departments in 2025 to support our growth initiatives.
45
RESULTS OF OPERATIONS - COMPARISON OF THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2025 AND 2024
ACIC net income for the nine months ended September 30, 2025 increased $9,501,000, or 13.4%, to $80,273,000 from $70,772,000 for the same period in 2024. Of this income, $80,231,000 is attributable to continuing operations for the nine months ended September 30, 2025, an increase of $9,780,000 from $70,451,000 for the same period in 2024. Year-over-year revenues increased 14.6%, driven by an increase in net premiums earned. This increase in revenue was offset in part by increased policy acquisition costs year-over-year, partially offset by decreased general and administrative expenses and losses and loss adjustment expenses.
Our gross written premiums decreased $9,056,000, or 1.8%, to $498,010,000 for the nine months ended September 30, 2025 from $507,066,000 for the same period in 2024, driven by a decrease in premium written in the third quarter as we managed our exposure. Gross premium earned increased $14,420,000, or 3.0%, to $490,318,000 for the nine months ended September 30, 2025 from $475,898,000 for the same period in 2024. Ceded premiums earned decreased $12,615,000, or 4.6%, to $262,785,000 for the nine months ended September 30, 2025 from $275,400,000 for the same period in 2024. The breakdown of the year-over-year change in these premiums and new and renewal policies are shown in the tables below. More detail regarding our ceded premiums can be seen in our analysis of financial condition above.
(9,056
23,476
14,420
33,267
(20,652
12,615
27,035
3,306
3,015
291
46
Expenses for the nine months ended September 30, 2025 increased $19,370,000, or 15.3%, to $146,062,000 from $126,692,000 for the same period in 2024. The increase in expenses was primarily due to an increase in policy acquisition costs year-over-year. This was partially offset by decreased general and administrative expenses and loss and loss adjustment expenses year-over-year. The details of these changes can be seen below.
(3,385
8.3
(0.9
(3.8
(4,731
(2,214
40,308
36,748
3,560
7.7
17.7
18.3
(0.6
28,686
(4,874
101,767
77,955
23,812
20.8
16.4
5.8
Loss and LAE decreased $3,385,000, or 8.6%, to $36,140,000 for the nine months ended September 30, 2025 from $39,525,000 for the same period in 2024. Loss and LAE expense as a percentage of net earned premiums decreased 3.8 points to 15.9% for the nine months ended September 30, 2025, compared to 19.7% for the same period in 2024. Excluding catastrophe losses and prior year reserve development, our gross underlying loss and LAE ratio for the nine months ended September 30, 2025 was 8.2%, an increase of 0.5 points, from 7.7% during the nine months ended September 30, 2024.
Policy acquisition costs increased $28,686,000, or 64.5%, to $73,162,000 for the nine months ended September 30, 2025 from $44,476,000 for the same period in 2024. The primary driver of the increase was a decrease in ceding commission income of $15,973,000 as the result of the Company's decrease in quota share reinsurance coverage from 40% to 20%, effective June 1, 2024 and from 20% to 15%, effective June 1, 2025. External management fees also increased $12,643,000 as a result of a one percent increase in the management fee and profit share accrual pursuant to the renewal terms of the contract with AmRisc, LLC effective June 1, 2024.
General and administrative expenses decreased $4,874,000, or 14.6%, to $28,605,000 for the nine months ended September 30, 2025 from $33,479,000 for the same period in 2024, largely driven by a non-recurring employee retention tax credit refund of $4,469,000 submitted to the Internal Revenue Service in 2022 and received during the first half of 2025. This non-recurring refund was previously disclosed in our Annual Report on Form 10-K, filed on March 10, 2025, as a gain contingency. Overall, employee compensation decreased $1,504,000, inclusive of this refund. In addition, external spending for professional and consulting services decreased $388,000 year-over-year, audit fees decreased $352,000 and legal fees decreased $1,248,000. Finally, overhead including software and equipment costs and depreciation and amortization decreased $998,000 year-over-year.
LIQUIDITY AND CAPITAL RESOURCES
We generate cash through premium collections, reinsurance recoveries, investment income, the sale or maturity of invested assets, the incurrence of debt and the issuance of additional shares of our stock. We use cash to pay reinsurance premiums, claims and related costs, policy acquisition costs, salaries and employee benefits, other expenses and stockholder dividends, acquire subsidiaries and pay associated costs, as well as to repay debts, repurchase stock and purchase investments.
As a holding company, we do not conduct any business operations of our own and, as a result, we rely on cash dividends or intercompany loans from our management subsidiaries to pay our general and administrative expenses. Insurance regulatory authorities heavily regulate our insurance subsidiary, including restricting any dividends paid by our insurance subsidiary and requiring approval of any management fees our insurance subsidiary pays to our management subsidiaries for services rendered; however, nothing restricts our non-insurance company subsidiaries from paying us dividends other than state corporate laws regarding solvency. Our management subsidiaries pay us dividends primarily using cash from the collection of management fees from our insurance subsidiary, pursuant to the management agreements in effect between those entities. In accordance with state laws, our insurance subsidiary may pay dividends or make distributions out of that part of its statutory surplus derived from its net operating profit and its net realized capital gains. The Risk-Based Capital (RBC) guidelines published by the National Association of Insurance Commissioners may further restrict our insurance subsidiary's ability to pay dividends or make distributions if the amount of the intended dividend or distribution would cause their respective surplus as it regards policyholders to fall below minimum RBC guidelines. See Note 14 in our Notes to Unaudited Condensed Consolidated Financial Statements for additional information.
The Company made a capital contribution of $8,269,000 to its reinsurance subsidiary, Shoreline Re during the nine months ended September 30, 2025. During the nine months ended September 30, 2024, the Company made capital contributions of $1,265,000 to its reinsurance subsidiary, Shoreline Re. We may make future contributions of capital to our insurance subsidiaries as circumstances require.
During the nine months ended September 30, 2025, the Company received a dividend of $23,000,000 from AmCoastal.
In September 2023, we entered into an equity distribution agreement (the “Agreement”) with Raymond James & Associates, Inc., as agent (the “Agent”), of up to 8,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”). Sales of the Shares under the Agreement will be made in sales deemed to be “at the market” offerings. The Agent is not required to sell any specific amount of Shares but has agreed to act as our sales agent for a commission equal to 3.0% of the gross proceeds from the sales of the Shares. As of September 30, 2025, 4,373,000 shares had been sold under the Agreement resulting in commissions paid of approximately $1,181,000 and net proceeds of approximately $38,190,000. The Agreement will terminate upon the issuance and sale of all Shares subject to the Agreement, or the Agreement may be suspended or discontinued at any time.
Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (in thousands)
Operating Activities
The principal cash inflows from our operating activities come from premium collections, reinsurance recoveries and investment income. The principal cash outflows from our operating activities are the result of claims and related costs, reinsurance premiums, policy acquisition costs and salaries and employee benefits. A primary liquidity concern with respect to these cash flows is the risk of large magnitude catastrophe events.
During the nine months ended September 30, 2025, we experienced cash inflows of $118,777,000 compared to $241,907,000 during the nine months ended September 30, 2024. This change was driven by a decrease in the change in reinsurance payable of $68,695,000 and a decrease in the change in reinsurance recoverable of $74,531,000, partially offset by a decrease in the change in unpaid loss and loss adjustment expenses of $42,051,000. The change in reinsurance payable can be attributed to the pricing change in the renewal of our core catastrophe program in 2025, with the risk adjusted decrease being -12.4%. The change in unpaid loss and loss adjustment expenses and the corresponding reinsurance recoverable balance is attributed to the continued settlement of catastrophe claims with no similar activity occurring in 2025.
48
Investing Activities
The principal cash inflows from our investing activities come from repayments of principal, proceeds from maturities and sales of investments. We closely monitor and manage these risks through our comprehensive investment risk management process. The principal cash outflows relate to sales of investments. The primary liquidity concerns with respect to these cash flows are the risk of default by debtors and market disruption. During the nine months ended September 30, 2025, net sales of investments totaled $12,896,000 compared to net purchases of investments of $162,893,000 during the nine months ended September 30, 2024. We also had net proceeds from the sale of our former subsidiary, IIC, of $4,495,000 in 2025.
Financing Activities
The principal cash outflows from our financing activities come from repayments of debt and payments of dividends. The primary liquidity concern with respect to these cash flows is market disruption in the cost and availability of credit. We believe our current capital resources, together with cash provided from our operations, are sufficient to meet currently anticipated working capital requirements. During the nine months ended September 30, 2025, cash provided by financing activities totaled $774,000, compared to $11,621,000 provided by financing activities for the nine months ended September 30, 2024. The decrease in inflow in 2025 is attributed to the proceeds received from the issuance of our common stock, primarily under our at the market program described above during 2024.
OFF-BALANCE SHEET ARRANGEMENTS
At September 30, 2025, we did not have any off-balance sheet arrangements or material changes to our contractual obligations during the quarter.
The Company is exposed to market risks, including interest rate risk related to changes in interest rates in the Company's fixed-maturity securities, credit risk related to changes in the financial condition of the issuers of the Company's fixed-maturities and equity price risk related to changes in equity security prices. These risks are disclosed in Part II, Item 7A. "Quantitative and Qualitative Disclosures about Market Risk" of the Company's Annual Report on Form 10-K for the year ended December 31, 2024. The Company had no material changes in market risk during the quarter ended September 30, 2025.
The Company maintains a set of disclosure controls and procedures designed to ensure that the information required to be disclosed in reports the Company files or submits under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. The Company designed its disclosure controls with the objective of ensuring the Company accumulates and communicates this information to its management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of the Company's management, including its principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of the design and operations of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Based on the Company's evaluation, the Company's management concluded that its internal control over financial reporting was effective as of September 30, 2025.
Changes in Internal Control over Financial Reporting
During the quarter ended September 30, 2025, there was no change in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of the Company's internal control performed during the fiscal year ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
The Company is involved in routine claims-related legal actions arising in the ordinary course of business. The Company accrues amounts resulting from claims-related legal actions in unpaid losses and loss adjustment expenses during the period that the Company determines an unfavorable outcome becomes probable and can estimate the amounts. Management makes revisions to the Company's estimates based on its analysis of subsequent information that the Company receives regarding various factors, including: (i) per claim information; (ii) company and industry historical loss experience; (iii) judicial decisions and legal developments in the awarding of damages; and (iv) trends in general economic conditions, including the effects of inflation.
On October 20, 2023, the Company received notice that the Florida Department of Financial Services ("DFS") filed a notice of claim and demand for tender of policy limits under the Company's director and officer insurance policy (the “Claim”). The Claim alleges that former officers and directors of UPC were involved in wrongful acts that resulted in UPC's insolvency. The Claim demands immediate tender of the Company's director and officer’s policy limit of $40,000,000 where the Company has a retention of $1,500,000. The former directors and officers of UPC deny the allegations. Although no litigation has arisen from the Claim, litigation is anticipated. The directors and officers plan to vigorously defend against the Claim; however, due to the Company's indemnification obligation, during 2023, the Company accrued the policy retention amount of $1,500,000. This claim remains open as of September 30, 2025.
There have been no material changes to the risk factors previously disclosed in Part I. Item 1A "Risk Factors" of the Company's Annual Report on Form 10-K for the year ended December 31, 2024, except as set forth below.
Because we rely on insurance agents, the loss of these agent relationships, particularly our relationship with AmRisc, LLC (AmRisc), or our inability to attract and incentivize new agents could have an adverse impact on our business.
AmCoastal has a managing agency contract (the MGA contract) with AmRisc, pursuant to which AmRisc serves as AmCoastal’s managing general agent for binding and writing commercial residential property lines for condominium, townhome and homeowners association insurance written in Florida. The contract between AmCoastal and AmRisc is exclusive. Under the MGA contract with AmCoastal, AmRisc must produce a certain volume of business for AmCoastal. Therefore, failure of AmRisc to produce the required volume of business could cause us to lose substantial premiums and could require us to seek one or more alternative managing general agents. If we were unable to find a replacement managing general agent, our revenues could decrease, which could have a material adverse effect on our business, financial condition and results of operations. Given the concentration of AmCoastal’s commercial business and operations with AmRisc, AmRisc may have substantial leverage in negotiations with AmCoastal regarding the MGA contract, and amendments to the terms and conditions of the MGA contract or other changes to the commercial relationship between AmRisc and AmCoastal could have a material adverse effect on our business, financial condition and results of operations. Following the termination or expiration of the MGA contract, AmCoastal’s ability to compete for and solicit renewals of business previously underwritten by AmRisc may be limited by legal, commercial and other impediments, including AmRisc’s relationship with other insurance producers that control the business. Such impediments could have a material adverse effect on our financial condition and results of operations due to the concentration of AmCoastal’s business with AmRisc.
As of September 30, 2025, we market our apartment insurance product through a network of 10 independent wholesalers. These wholesalers and their brokers own the customer relationships and are not under our direct control. Our contracts restrict us from directly soliciting their policyholders, and most brokers also represent competing insurers. As a result, we must continually compete for their attention and business. Competitors may offer broader product options, lower premiums, or higher broker commissions. Consequently, our success depends heavily on the strength of our broker relationships and our ability to offer competitive, well-aligned insurance solutions. Losing any of these wholesale relationships—or failing to attract, retain, or motivate new brokers—could negatively impact new business production and retention of in-force policies.
During the nine months ended September 30, 2025, the Company did not sell any unregistered equity securities or repurchase any of its equity securities.
None.
Not applicable.
The following exhibits are filed or furnished herewith or are incorporated herein by reference:
Exhibit
Description
Second Certificate of Amendment to American Coastal Insurance Corporation’s Certificate of Incorporation
(included as Exhibit 3.1 to Form 8-K filed on July 14, 2023, and incorporated herein by reference.)
First Amendment to American Coastal Insurance Corporation’s Amended and Restated Bylaws (included as
Exhibit 3.2 to Form 8-K filed on July 14, 2023, and incorporated herein by reference.)
31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
32.2
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104
Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).
53
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
November 6, 2025
By:
/s/ B. Bradford Martz
B. Bradford Martz, President & Chief Executive Officer
(principal executive officer and duly authorized officer)
/s/ Svetlana Castle
Svetlana Castle, Chief Financial Officer
(principal financial officer and principal accounting officer)