Form 8-K

8-K — Exzeo Group, Inc.

Accession: 0001193125-26-209055

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0001873951

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — xzo-20260506.htm (Primary)

EX-99.1 (xzo-ex99_1.htm)

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8-K

8-K (Primary)

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8-K

0001873951false00018739512026-05-062026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 06, 2026

Date of Report (Date of earliest event reported)

Exzeo Group, Inc.

(Exact name of Registrant as specified in its charter)

Florida

001-42937

85-2578837

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

1000 Century Park Drive

Tampa, Florida

33607

(Address of principal executive offices)

(Zip Code)

813 776-1000

(Registrant's telephone number including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.001 par value

XZO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the Registrant has elected not 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. ☒

Item 2.02 Results of Operations and Financial Condition.

On May 6, 2026, Exzeo Group, Inc. ("Exzeo") issued a press release announcing its financial results for the three months ended March 31, 2026. A copy of the earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Exzeo plans to host an earnings conference call on May 6, 2026 at 5:45 p.m. Eastern Time, during which members of executive management, including the Chief Executive Officer, President, and Chief Financial Officer will discuss the results.

Interested parties can listen to the live presentation by dialing the number below or by accessing the listen-only webcast link available here or on the Company's Investor Relations website at investors.exzeo.com.

Date: Wednesday, May 6, 2026

Time: 5:45 p.m. Eastern Time (2:45 p.m. Pacific Time)

Toll-free listen only number: (800) 715-9871

International listen-only number: +1 (646) 307-1963

Conference ID: 2747849

Webcast Link

Please call the conference telephone number 10 minutes before the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Group at (949) 574-3860.

A replay of the call will be available after 8:00 p.m. Eastern Time on the same day as the call on the Company's Investor Relations website at investors.exzeo.com.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number

Description of Exhibit

99.1

Press Release Dated May 6, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Exzeo Group, Inc.

Date:

May 6, 2026

By:

/s/ Suela Bulku

Suela Bulku

Chief Financial Officer

EX-99.1

Filename: xzo-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Exzeo Announces First Quarter 2026 Financial Results

Managed Premium1 of $1.43 billion;

Pre-Tax Income of $27.6 million;

Earnings per share2 of $0.22

Tampa, Fla. - (BUSINESS WIRE) - May 6, 2026 - Exzeo Group, Inc. (NYSE:XZO) today announced financial results for the first quarter ended March 31, 2026.

"Our first quarter demonstrated momentum across the Exzeo Platform, highlighted by strong managed premium growth and the addition of a seventh insurance carrier partner," said Paresh Patel, Exzeo's Chairman and Chief Executive Officer. "Now six months since our IPO, we've delivered on our strategic priorities, including driving profitable growth with existing carrier partners, successfully onboarding and scaling third-party clients, and advancing product innovation across the platform."

First Quarter 2026 Highlights (Comparisons to First Quarter 2025)

•

Revenue increased to $55.5 million from $52.4 million, driven primarily by new customers along with growth in underwriting and management services from our existing customer base.

•

Net income was $20.4 million, and basic and diluted earnings per share were $0.22, compared with $18.0 million and $0.22 in the prior-year period.

•

Managed Premium increased to $1.43 billion from $1.24 billion, reflecting growth in managed policies driven by continued adoption of Exzeo's Insurance-as-a-Service platform from new and existing customers.

•

Annual Recurring Revenue4 increased to $216.2 million, up from $198.7 million in the prior-year period.

•

Adjusted EBITDA3 increased to $26.5 million from $25.2 million, reflecting continued business growth. Adjusted EBITDA Margin3 was 49% compared with 50% in the prior year, as the Company continued to invest in strategic initiatives to support long-term growth, including personnel and company infrastructure.

•

Cash provided by operating activities increased to $25.5 million from $19.8 million. As a result, Free Cash Flow3 increased to $25.1 million from $19.0 million.

•

Cash, cash equivalents and investments as of March 31, 2026, increased to $329.9 million, from $305.4 million of cash and cash equivalents as of December 31, 2025.

•

A seventh insurance company joined the Exzeo platform in the first quarter.

Conference Call Information:

Exzeo Group management will host a conference call today, May 6, 2026, at 5:45 p.m. Eastern time (2:45 p.m. Pacific time). Interested parties can listen to the live presentation by dialing the listen-only number below or by accessing the webcast link below or on the Investor Information section of the Company’s website at investors.exzeo.com.

Toll-Free: (800) 715-9871

International Toll: +1 (646) 307-1963

Conference ID: 2747849

Webcast Link

A replay of the call will be available after 8:00 p.m. Eastern Time on the same day as the call on the Company’s Investor Relations website at investors.exzeo.com.

End Notes

1. Managed Premium is a key operating measure defined as the aggregate gross dollar value of in-force premiums processed, managed, or administered by Exzeo's software solutions as of period end, excluding associated policy fee income.

2. Earnings per share is calculated in accordance with GAAP. Certain unvested restricted stock awards are considered participating securities because they carry non-forfeitable dividend and voting rights and share in the Company's earnings. Refer to Basic and Diluted Earnings Per Share table for additional information.

3. Adjusted EBITDA, Adjusted Revenue, Adjusted EBITDA Margin, and Free Cash Flow are non-GAAP financial measures. Please see discussion of non-GAAP financial measures at the end of this press release for more information.

4. Annual Recurring Revenue is a key operating measure defined as the sum of each customer's managed premium multiplied by its contractual fee rate, plus any applicable policy fee income associated with managed policies, as of the period end date, excluding nonrecurring revenue such as catastrophe services.

About Exzeo Group, Inc.

Exzeo Group is a leading innovator in technology solutions purpose-built for property and casualty (P&C) insurance carriers, with a strong focus on the expansive homeowners insurance market. Through its completely internally developed "Insurance-as-a-Service" platform, Exzeo delivers a comprehensive suite of digital tools and services that streamline every aspect of carrier and agent operations—from quoting and underwriting to policy administration, claims handling, data analytics, and financial reporting. By integrating advanced technology with deep industry expertise, Exzeo empowers P&C insurers to enhance underwriting precision, drive operational efficiency, and achieve superior performance across the insurance value chain.

For more information, please visit exzeo.com.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of historical facts included in this release, are forward-looking statements. Words such as "anticipate," "estimate," "expect," "intend," "plan," "confident," "prospects" and "project" and other similar words and expressions are intended to signify forward-looking statements, and these forward-looking statements may include, without limitation, statements regarding growth strategies and future performance and profitability. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties, which may include, without limitation, our ability to maintain our current level of profitability, the regulated environment in which we operate, the ownership of a controlling interest in our common stock by HCI Group, Inc., and the current dependence on HCI Group, Inc. for substantially all of our revenues. These and other risks and uncertainties are identified in our filings with the Securities and Exchange Commission, including those factors discussed under the captions entitled "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Quarterly Report on Form 10-Q for the three months ended March 31, 2026, when filed. Should any risks or uncertainties develop into actual events, these developments could have material adverse effects on the Company's business, financial condition and results of operations. Exzeo Group, Inc. disclaims all obligations to update any forward-looking statements.

EXZEO GROUP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)

March 31,

December 31,

(in thousands, except share and per share amounts)

2026

2025

Assets:

Current assets:

Cash and cash equivalents

231,381

305,372

Accounts receivable

2,513

2,906

Receivable from related parties

19,897

11,295

Prepaid expense

1,193

1,483

Current contract cost assets

5,404

4,722

Other current assets

541

Total current assets

260,929

325,821

Non-current assets:

Fixed-maturity securities, available-for-sale, at fair value (amortized cost: $98,998 and $0, respectively, and allowance for credit losses: $0 and $0, respectively)

98,516

—

Property and equipment, net

10,259

10,662

Operating lease right-of-use assets

6,576

6,884

Non-current contract cost assets

284

1,118

Deferred income taxes, net

2,905

2,975

Other assets

299

274

Total non-current assets

118,839

21,913

Total assets

379,768

347,734

Liabilities and Shareholders' Equity:

Current liabilities:

Current contract liabilities

73,673

70,893

Commissions payable

5,450

4,605

Accounts payable and accrued liabilities

6,174

2,950

Operating lease liabilities

2,450

2,413

Income taxes payable

9,394

2,455

Payable to related parties

1,435

1,073

Total current liabilities

98,576

84,389

Non-current liabilities:

Non-current contract liabilities

943

3,567

Operating lease liabilities

4,479

4,832

Other liabilities

829

790

Total non-current liabilities

6,251

9,189

Total liabilities

104,827

93,578

Commitments and contingencies

Shareholders' equity:

Common stock ($0.001 par value, 350,000,000 shares authorized, 90,918,430 and 90,926,720 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively)

Additional paid-in capital

229,387

228,647

Retained earnings

45,824

25,418

Accumulated other comprehensive loss

(361

)

—

Total shareholders' equity

274,941

254,156

Total liabilities and shareholders' equity

379,768

347,734

EXZEO GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Income

(Unaudited)

Three Months Ended March 31,

(in thousands, except per share amounts)

2026

2025

Revenue

55,534

52,407

Cost of revenue

22,791

23,582

Gross profit

32,743

28,825

Operating expenses:

Selling, general and administrative

5,216

2,706

Research and development

2,306

2,221

Depreciation and amortization

146

101

Total operating expenses

7,668

5,028

Operating income

25,075

23,797

Investment income

2,512

398

Income before income taxes

27,587

24,195

Income tax expense

7,181

6,244

Net income

20,406

17,951

Basic and diluted earnings per share

0.22

EXZEO GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(Unaudited)

Three Months Ended March 31,

(in thousands)

2026

2025

Net income

20,406

17,951

Other comprehensive loss, net of income taxes:

Available-for-sale fixed-maturity securities

(361

)

—

Other comprehensive loss, net of income taxes

(361

)

—

Comprehensive income

20,045

17,951

EXZEO GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

Three Months Ended March 31,

(in thousands)

2026

2025

Operating activities:

Net income

20,406

17,951

Adjustments to reconcile net income to cash provided by operating activities:

Share-based compensation

740

723

Depreciation and amortization

730

709

Deferred income taxes

191

(2,338

)

Net accretion of discount on investments in fixed-maturity securities

)

—

Foreign currency remeasurement losses (gains)

)

Changes in operating assets and liabilities:

Accounts receivable

393

—

Related party receivable and payable

(8,240

)

(27,336

)

Prepaid expenses

290

Contract cost assets

152

185

Income taxes payable

6,939

604

Contract liabilities

156

25,359

Commissions payable

845

746

Accounts payable and accrued liabilities

3,281

3,234

Other liabilities

(141

)

Other assets

(525

)

Operating lease

Cash provided by operating activities

25,472

19,772

Investing activities:

Capital expenditures

(327

)

(769

)

Purchase of available-for-sale securities

(98,994

)

—

Cash used in investing activities

(99,321

)

(769

)

Financing activities:

Payment of issuance costs

(57

)

—

Cash used in financing activities

(57

)

—

Effect of exchange rate changes on cash

(85

)

(11

)

Net (decrease) increase in cash and cash equivalents

(73,991

)

18,992

Cash and cash equivalents at beginning of period

305,372

54,502

Cash and cash equivalents at end of period

231,381

73,494

Non-cash financing activities:

Capital contribution from parent

EXZEO GROUP, INC. AND SUBSIDIARIES

Basic and Diluted Earnings Per Share

(Unaudited)

A summary of the numerator and denominator of basic and diluted earnings per common share from operations is as follows:

Three Months Ended March 31,

(in thousands, except per share amounts)

2026

2025

Numerator:

Net income

20,406

17,951

Less: Income attributable to participating securities

(568

)

(873

)

Income attributable to common stockholders

19,838

17,078

Denominator:

Weighted-average basic shares outstanding

88,385

78,709

Weighted-average diluted shares outstanding

88,385

78,709

Basic and diluted earnings per share

0.22

Use of Non-GAAP Financial Measures (Unaudited)

In addition to results determined in accordance with GAAP, we use certain non-GAAP financial measures to evaluate our operating performance and make strategic decisions. These non-GAAP financial measures include Adjusted EBITDA, Adjusted Revenue, Adjusted EBITDA Margin and Free Cash Flow. Management believes these measures provide useful supplemental information for investors by facilitating comparisons of performance across reporting periods and with other companies in the industry, many of which use similar non-GAAP financial measures.

However, these non-GAAP financial measures are not prepared in accordance with GAAP, are not based on a standardized methodology, and may not be comparable to similarly titled measures used by other companies. They should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. These measures exclude items that may be significant to an understanding of our financial condition and results of operations under GAAP. The use of non-GAAP financial measures involves management judgment regarding which items to exclude or include. Accordingly, these measures have limitations and should be viewed as a supplement to, not a replacement for, our GAAP results. Management urges investors to review the reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures included in this report and not to rely on any single financial measure to evaluate our business.

Adjusted EBITDA

We define Adjusted EBITDA as net income adjusted to exclude income tax expense, interest expense, investment income, depreciation and amortization, and share-based compensation expense. Management uses Adjusted EBITDA as a key measure of operating performance and to assess the results of the business excluding certain items that are not considered indicative of core operating results. Adjusted EBITDA should not be viewed in isolation or as a substitute for net income calculated in accordance with GAAP, and other companies may define Adjusted EBITDA differently.

The reconciliation of net income to Adjusted EBITDA for the periods presented is as follows:

Three Months Ended March 31,

(in thousands)

2026

2025

Net income

20,406

17,951

Income tax expense

7,181

6,244

Investment income

(2,512

)

(398

)

Depreciation and amortization

716

698

Share-based compensation

740

723

Adjusted EBITDA (1)

26,531

25,218

(1)

The Company did not have any interest expense for the periods presented.

Adjusted Revenue

We define Adjusted Revenue as the portion of revenue earned through services delivered directly via our proprietary platform technology. This metric excludes revenue associated with services primarily within claims management that are outsourced to a subsidiary of HCI Group, Inc. Although this revenue is recognized on a gross basis under GAAP because we are considered the principal in the transaction, the economics are largely neutral, as the related costs incurred from outsourced service providers closely match the revenue recognized. Management believes Adjusted Revenue provides investors with useful insight into the performance and scalability of our core platform services and reflects the revenue generated from internally delivered operations, excluding variability associated with outsourced service arrangements. This non-GAAP measure should not be considered in isolation or as a substitute for total revenue or any other performance measure calculated in accordance with GAAP.

The reconciliation of the Adjusted Revenue for the periods presented is as follows:

Three Months Ended March 31,

(in thousands)

2026

2025

Revenue

55,534

52,407

Less: Outsourced claims fees

1,529

2,255

Adjusted Revenue

54,005

50,152

Adjusted EBITDA Margin

We define Adjusted EBITDA Margin as Adjusted EBITDA expressed as a percentage of Adjusted Revenue. This non-GAAP measure provides management and investors with additional insight into the Company's operating efficiency and the scalability of our business model, as it reflects our progress toward long-term profitability. The most directly comparable GAAP measure is net income margin, which is calculated as net income divided by GAAP revenue.

The calculation of Adjusted EBITDA Margin for the periods presented is as follows:

Three Months Ended March 31,

(in thousands, except percentages)

2026

2025

Numerator: Adjusted EBITDA

26,531

25,218

Denominator: Adjusted Revenue

54,005

50,152

Adjusted EBITDA Margin (1)

49.1

50.3

(1)

The inputs used to derive Adjusted EBITDA Margin are defined and reconciled to their most directly comparable GAAP measures in the preceding tables above. Adjusted EBITDA is reconciled to net income, and Adjusted Revenue is reconciled to GAAP revenue, in each case as presented elsewhere in this filing. Net income margin represents the comparable GAAP measure.

Free Cash Flow

We define Free Cash Flow as net cash provided by operating activities less capital expenditures during the period. We believe information regarding Free Cash Flow provides useful information to management and investors because it is an indicator of strength and performance of our business operations after funding capital expenditures. Capital expenditures consist of capitalized software development costs and costs relating to property and equipment, such as computer hardware, office furniture and equipment, and leasehold improvements. Free Cash Flow should not be considered an alternative to net cash provided by operating activities, which is the most directly comparable GAAP measure, or as a measure of liquidity prepared in accordance with GAAP and may not be comparable to similar measures used by other companies.

The reconciliation of Free Cash Flow for the periods presented is as follows:

Three Months Ended March 31,

(in thousands)

2026

2025

Cash provided by operating activities

25,472

19,772

Less: Capital expenditures

327

769

Free Cash Flow

25,145

19,003

Investor and Media Contact

Company Contact:

Bill Broomall, CFA

Vice President, Investor Relations

Exzeo Group, Inc.

wbroomall@exzeo.com

Investor Relations Contact:

Matt Glover and Clay Liolios

Gateway Group, Inc.

Tel: (949) 574-3860

XZO@gateway-grp.com

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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