Business Context and Reporting Period
This Form 8-K Current Report, dated March 31, 2026, covers events occurring on or around that date for American Integrity Insurance Group, Inc. (AII), an emerging growth company incorporated in Delaware. The filing primarily addresses significant changes in executive leadership, specifically the resignation of the Chief Financial Officer (CFO) and the appointment of a successor.
Key Financial Metrics
The filing does not provide financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements and personnel changes.
Material Changes
- Resignation of CFO: Ben Lurie resigned as Chief Financial Officer, effective April 6, 2026. He will retain his position as a director of the insurance subsidiary (AIIC) and co-chair of its investment committee.
- Appointment of New CFO: Brian Foley was appointed as the new Chief Financial Officer, effective April 6, 2026. Mr. Foley brings over 10 years of experience in investment banking and insurance sector analysis.
- Compensation Arrangements:
- Mr. Foley: Annual base salary of $600,000; target annual cash bonus up to $400,000; sign-on bonus of $120,000; and initial equity awards with a target grant date fair value of $250,000.
- Mr. Lurie: Transitioned to a consulting role with an annual fee of $300,000 ($25,000/month) for one year. He is also eligible for a one-time IPO success bonus of $800,000. His unvested equity awards (6,682 RSUs and 12,665 PSUs) will remain outstanding with accelerated vesting for RSUs at the end of the consulting period.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. The primary risk disclosed relates to the transition of financial leadership and the associated costs of the new employment and consulting agreements. The company notes that the new CFO's employment agreement includes standard provisions for termination without cause or for good reason, which could result in significant severance payments.
Investor Verification Checklist
- Verify the exact vesting schedules and performance criteria for the new CFO's equity awards (Foley RSUs and PSUs) in the attached Exhibit 10.1.
- Confirm the conditions precedent for the $800,000 IPO success bonus payable to the outgoing CFO, Mr. Lurie.
- Review the full text of the Foley Employment Agreement (Exhibit 10.1) to understand the specific definitions of "Cause" and "Good Reason" regarding severance obligations.
- Assess the impact of the $120,000 sign-on bonus and $300,000 annual consulting fee on the company's near-term operating expenses.