ASIC.NYSEAtegrity Specialty Holdings LLC

S-1/A: Ategrity Specialty Holdings Files for IPO, Targeting $14-$16 Per Share Amid Strong Growth in E&S Market

Sentiment:

IPO Prospectus 3 June 2025 7:37 AM

📋All filings for Ategrity Specialty Holdings LLC

Ategrity Specialty Holdings LLC, a profitable and growing specialty insurance company, has filed an S-1/A registration statement for its initial public offering, aiming to raise approximately $86.2 million by offering 6,666,667 shares at an estimated price range of $14.00 to $16.00 per share.

Capital raiseThe company is undertaking an Initial Public Offering (IPO) of 6,666,667 shares of common stock.The estimated initial public offering price is between $14.00 and $16.00 per share.The estimated net proceeds to the company from this offering are approximately $86.2 million (or $100.1 million if the underwriters exercise their over-allotment option in full).The principal purposes of this offering are to increase capitalization and financial flexibility and to create a public market for the common stock.

Better than expectedGross written premiums increased by 42.3% for the three months ended March 31, 2025, and achieved a 28.4% CAGR for the year ended December 31, 2024, indicating strong business growth.The combined ratio improved to 90.9% for the three months ended March 31, 2025, and to 93.9% for the year ended December 31, 2024, demonstrating enhanced underwriting profitability.Net income attributable to members increased by 9.1% for the three months ended March 31, 2025, and by 368.7% for the year ended December 31, 2024, reflecting significant profit growth.

Summary

Ategrity Specialty Holdings LLC is a profitable and growing specialty insurance company focused on providing excess and surplus (E&S) products to small to medium-sized businesses (SMBs) across the United States.
The company plans to offer 6,666,667 shares of common stock in its initial public offering (IPO), with an estimated price range of $14.00 to $16.00 per share, and has applied to list on the NYSE under the symbol ASIC.
Net proceeds from the offering are estimated to be approximately $86.2 million, which will be used to increase capitalization, enhance financial flexibility, grow the business, and for general corporate purposes, initially invested in fixed income securities.
For the three months ended March 31, 2025, gross written premiums increased by 42.3% to $116.1 million, and the combined ratio improved to 90.9% from 94.2% in the prior year period.
For the year ended December 31, 2024, gross written premiums were $437.0 million, representing a compound annual growth rate of 28.4% over the last two years, with the combined ratio improving to 93.9% from 97.5% in 2023.
The company's members equity stood at $426.8 million as of March 31, 2025, a 7.2% increase from December 31, 2024, and its return on members equity for the twelve months ended March 31, 2025, was 12.6%.
Ategrity operates in 48 states and the District of Columbia, with significant premium concentration in California (21.0%), Florida (16.2%), Texas (12.8%), and New York (6.4%) for the year ended December 31, 2024.
The company leverages a proprietary 'productionized underwriting' platform that combines data analytics with automated processes to deliver high-speed, low-touch interactions for its 512 distribution partners as of March 31, 2025.
Ategrity maintains an A(Excellent) financial strength rating from A.M. Best for both Ategrity Specialty and Ategrity Ltd, supported by a conservatively capitalized balance sheet with zero financial leverage.
The company has identified a material weakness in its internal control over financial reporting related to the preparation and review of financial supplemental schedules, with remediation efforts underway.

Sentiment

Score: 8

Explanation: The company demonstrates strong financial performance with significant growth in premiums and improved profitability ratios (combined ratio, return on equity). Its technology-driven underwriting and focus on the underserved SMB E&S market present a compelling business model. The A.M. Best rating is solid. However, the identified material weakness in internal controls, the inherent risks of related-party transactions, and the speculative nature of a portion of its investment portfolio introduce notable concerns that temper the overall positive sentiment.

Positives

Strong growth in gross written premiums, increasing 42.3% to $116.1 million for the three months ended March 31, 2025, and achieving a 28.4% CAGR over the last two years to $437.0 million for FY2024.
Significant improvement in underwriting profitability, with the combined ratio decreasing to 90.9% for Q1 2025 (from 94.2% in Q1 2024) and to 93.9% for FY2024 (from 97.5% in FY2023), indicating an underwriting profit.
Healthy increase in members equity, growing 7.2% to $426.8 million as of March 31, 2025, and 23.8% to $398.3 million for FY2024.
Attractive return on members equity of 12.6% for the twelve months ended March 31, 2025, and 13.1% for FY2024, demonstrating efficient capital utilization.
Expansion of distribution network, increasing from 180 partners in December 2021 to 512 partners by March 31, 2025, diversifying business sources.
Maintains a strong A(Excellent) financial strength rating from A.M. Best for its insurance subsidiaries, indicating a robust ability to meet policyholder obligations.
Proprietary 'productionized underwriting' platform and integrated claims management system enhance efficiency, speed, and risk control, providing a competitive advantage in the SMB E&S market.
Focus on shorter-tail lines and minimal exposure to pre-2020 reserves provides better visibility into claims patterns and reserve strength compared to peers with longer tails.

Negatives

Net realized and unrealized gains on investments shifted to a loss of $(4.599) million for the three months ended March 31, 2025, compared to a gain of $2.388 million in the prior year period, primarily due to a loss in Utility & Infrastructure Investments.
The expense ratio increased to 33.6% for the year ended December 31, 2024, from 30.9% in 2023, driven by higher policy acquisition costs and increased operating and general expenses due to headcount growth and IPO preparation.
The company has a limited operating history, having commenced operations in 2018, which may make it difficult to fully evaluate its future prospects and sustainability of growth rates.
Reliance on a select group of brokers, with the three largest wholesale distribution corporations representing 48% of gross written premiums for FY2024, poses concentration risk if these relationships are discontinued or terms become less favorable.
The company will be a 'controlled company' post-IPO, with Zimmer Financial Services Group LLC (ZFSG) retaining majority voting power, potentially leading to conflicts of interest with other stockholders.
The ZIS Loan, a related party transaction, exposes the company to the credit risk of ZIS and ZFSG, and its recovery could be impeded in bankruptcy proceedings.
The investment strategy, including significant exposure to Utility & Infrastructure Investments managed by an affiliate, is described as speculative and involves potential conflicts of interest and leverage risks.

Risks

Inability to underwrite risks accurately and charge competitive yet profitable rates, which could adversely affect business, financial condition, and results of operations.
Intense competition from other specialty and standard insurance companies, underwriting agencies, and diversified financial services companies, potentially leading to reduced competitiveness and lower revenues.
Difficulty in obtaining reinsurance coverage at reasonable prices or on terms that adequately protect the company, which could increase net exposures and reduce revenues.
Exposure to reinsurance counterparty credit risk, as reinsurers may not pay claims on a timely basis or may default due to insolvency, lack of liquidity, or other reasons.
Loss reserves may be inadequate to cover actual losses, requiring increases in reserves that would reduce net income and stockholders' equity.
Inherent uncertainty of models used to evaluate risk, which could result in actual losses materially different from estimates and adversely impact financial results.
A decline in the financial strength rating or financial size category assigned by A.M. Best could adversely affect business written and financial performance.
Reliance on a select group of brokers and wholesale agents exposes the company to risks of relationship discontinuation, increased commission rates, and credit risk from unremitted premiums.
Unexpected changes in the interpretation of policy coverage or provisions, including loss limitations and exclusions, could lead to higher than anticipated losses and loss adjustment expenses.
Failure to accurately pay claims in a timely manner and to monitor and detect fraud could lead to regulatory actions, litigation, reputational damage, and increased costs.
Adverse economic factors, including recession, inflation, periods of high unemployment, or lower economic activity, could reduce policy sales, increase claim frequency/severity, and affect growth and profitability.
The cyclical nature of the insurance business, particularly the E&S market, can lead to significant fluctuations in results of operations.
Extensive regulation in U.S. states and Bermuda, with potential for new laws, regulations, or interpretations that could adversely affect business objectives or lead to penalties for non-compliance.
Failure to maintain risk-based capital at required levels could adversely affect regulatory authority to conduct business.
Adverse performance of the investment portfolio, including Utility & Infrastructure Investments and fixed income portfolios, could negatively impact financial results.
Reliance on the Investment Manager (an affiliate) for investment portfolio performance, which may involve conflicts of interest and speculative strategies with substantial risks.
Limited ability to withdraw capital from Utility & Infrastructure Investments due to partnership agreement restrictions, potentially forcing liquidation of investments at inopportune times.
Potential for large losses from short selling activities engaged in by the company and its Investment Manager.
Loss of one or more key personnel or inability to attract and retain qualified personnel could adversely affect operations.
Security breaches, loss of data, cyberattacks, and other information technology failures could disrupt operations, damage reputation, and incur significant costs.
Litigation risks, including disputes relating to insurance claims and general commercial/corporate matters, could have an adverse effect on the business.
Failure to protect intellectual property rights could impair the proprietary technology platform and brand, or lead to infringement lawsuits.
Inability to effectively implement or adapt to changes in technology, particularly artificial intelligence, which may result in competitive disadvantage.
Stringent and changing privacy and data security laws (e.g., CCPA, CPRA) could lead to compliance costs, fines, and reputational harm.
Future acquisitions, strategic investments, or new platforms could expose the company to further risks or prove unsuccessful.
The company has identified a material weakness in its internal control over financial reporting, which if not remediated, could impair financial reporting accuracy and timeliness.
Immediate dilution to new investors as a result of the IPO, with the initial public offering price substantially higher than the as adjusted net tangible book value per share.
Future sales of common stock by existing stockholders or the perception of such sales may depress the market price.
ZFSG's significant influence as a controlling shareholder may lead to conflicts of interest that are resolved unfavorably to other stockholders.
The company's articles of incorporation renounce corporate opportunities for ZFSG and its affiliates, potentially diverting attractive opportunities away from the company.
Increased costs and management time diversion as a public company due to compliance initiatives (e.g., Sarbanes-Oxley Act).

Future Outlook

Ategrity believes its 'productionized underwriting' capabilities will continue to drive enhanced profitability and enable continued profitable growth and expansion of its share in the E&S market through methodical expansion into new products and industry verticals. The company plans to continuously invest in technology to enhance underwriting capabilities and distribution partner interactions. It aims to achieve strong risk-adjusted returns for stockholders by delivering attractive underwriting results through market cycles, pursuing opportunities that align with its risk appetite and internal return thresholds. The net proceeds from the IPO are intended to be used as capital to grow the business and for general corporate purposes, initially invested in fixed income securities.

Management Comments

"We are a profitable and growing specialty insurance company dedicated to providing excess and surplus (E&S) products to small to medium-sized businesses (SMBs) across the United States."
"We have built a proprietary underwriting platform that combines sophisticated data analytics with automated and streamlined processes to efficiently serve our clients and deliver long-term value to our stockholders."
"We believe our competitive edge lies in our ability to offer consistent, high-speed, and low-touch interactions that our distribution partners value."
"We believe the universe of distributors in the SMB segment of the E&S market is rapidly shifting toward agents and brokers who were raised in the digital age. These digital-native and tech-savvy distribution partners expect real-time, frictionless insurance transactions that mirror the seamless experiences they encounter in their daily lives."
"We believe that our productionized underwriting capabilities will continue to drive enhanced profitability as we continue to scale our business."
"Our company's mission is to transform the E&S marketplace for SMBs through the power of productionized underwriting with precision, simplicity, and efficiency."
"We believe having a strong balance sheet is critical for our long-term success and enhancing our partners' confidence in our business."
"We believe our focus on smaller-account and shorter-tail products helps give us high visibility into, and confidence in, our reserves."
"Our principal goal is to achieve strong risk-adjusted returns for our stockholders by delivering attractive underwriting results through the cycle."
"We believe that by allocating a portion of our assets to Utility & Infrastructure Investments, we can achieve more consistent total returns in our aggregate portfolio, particularly in a market environment characterized by increasing volatility in interest rates and security prices, as seen in recent years."

Industry Context

Ategrity operates exclusively in the Excess and Surplus (E&S) market, a specialty segment of the U.S. Property & Casualty (P&C) insurance industry that has outpaced the growth of the admitted lines market over the last decade. The E&S market provides regulatory flexibility for underwriting standards, forms, and pricing, allowing for customized products. The company targets the SMB segment within E&S, which it believes is underserved and inefficient due to the operational complexities of high-volume, low-premium policies. The industry is currently experiencing a 'hard market cycle' characterized by elevated rates and premiums due to increased attritional loss activity, frequent natural catastrophic events, and social inflation, driving more business into E&S markets. Ategrity's technology-driven 'productionized underwriting' aims to disrupt this market by offering rapid, high-quality interactions to digital-native distribution partners, addressing the slow response times and unpredictable capacity often found with legacy carriers.

Comparison to Industry Standards

Ategrity's combined ratio of 90.9% for Q1 2025 and 93.9% for FY2024 indicates strong underwriting profitability, as a combined ratio under 100% signifies an underwriting profit. This performance is competitive within the E&S sector.
The company's growth in gross written premiums (42.3% for Q1 2025 and 28.4% CAGR for FY2024) significantly outpaces the overall U.S. commercial E&S market's CAGR of 20% from 2018 to 2023, as reported by S&P Global, demonstrating strong market penetration and capture.
Ategrity's A(Excellent) financial strength rating from A.M. Best is a strong indicator of financial stability and is consistent with the ratings of its primary E&S competitors such as Kinsale Capital Group, Inc., RLI Corp., Markel Corporation, and W.R. Berkley Corporation, which are generally well-regarded in the industry.
The company's focus on shorter-tail lines and minimal exposure to pre-2020 reserves provides greater visibility into claims patterns and reserve strength compared to other specialty peers that may have longer tails and less clarity on future losses.
The Investment Manager's Absolute Return Utility & Infrastructure Fund, which comprises a significant portion of Ategrity's portfolio, has not experienced an annual loss in over 25 years, suggesting a stable, uncorrelated return profile that may differentiate Ategrity's investment performance from more traditional insurance investment strategies.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer	Michael Miller (former CEO)	Justin Cohen	January 2023	New appointment, Mr. Cohen previously served as Deputy Chief Executive Officer since December 2021.
President	NA	Chris Schenk	September 2024	New appointment, Mr. Schenk also serves as Chief Underwriting Officer since December 2021.
Chief Financial Officer	David Rosenzweig (former CFO)	Neelam Patel	September 16, 2024	New appointment.
Director Nominee	NA	William Mercer	Upon completion of this offering	New appointment to the Board of Directors.
Director Nominee	NA	Robert C. Merton, Ph.D.	Upon completion of this offering	New appointment to the Board of Directors.
Director Nominee	NA	Mitchell Pressman	Upon completion of this offering	New appointment to the Board of Directors.
Director Nominee	NA	John (Jack) L. Sennott, Jr.	Upon completion of this offering	New appointment to the Board of Directors.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Corporate Structure Conversion	Ategrity Specialty Holdings LLC will convert from a Delaware limited liability company to a Nevada corporation named Ategrity Specialty Insurance Company Holdings prior to the consummation of the offering.	Prior to consummation of this offering	This conversion is a prerequisite for the IPO and will change the legal entity structure and governing documents (articles of incorporation and bylaws).
Controlled Company Status	Upon completion of the offering, Zimmer Financial Services Group LLC (ZFSG) will continue to own more than a majority of the voting power, making the company a 'controlled company' under NYSE rules.	Upon completion of this offering	This status exempts the company from certain NYSE corporate governance requirements, including having a majority of independent directors and fully independent compensation and nominating/corporate governance committees. This reduces protections typically afforded to stockholders of non-controlled public companies.
Board of Directors Composition	The Board of Directors will consist of seven members upon consummation of the offering. The company does not intend to have a majority of independent directors or fully independent compensation/nominating committees due to controlled company exemption.	Upon consummation of this offering	Reduces independent oversight in key areas of corporate governance, potentially aligning board decisions more closely with the controlling shareholder's interests.
Audit Committee Independence	The Audit Committee will consist of Tom Hulst (Chair), Robert C. Merton, John (Jack) L. Sennott, Jr., and William Mercer, all determined to be independent under NYSE rules and Rule 10A-3 under the Exchange Act.	Upon consummation of this offering	Ensures compliance with SEC and NYSE independence requirements for the audit committee, providing a layer of independent oversight over financial reporting.
Code of Business Conduct and Ethics	A Code of Business Conduct and Ethics will be adopted, applicable to directors, officers, and employees, complying with SEC and NYSE requirements.	Upon completion of this offering	Aims to promote ethical conduct, accurate disclosure, and compliance with laws, enhancing corporate integrity and accountability.
Stockholders Agreement	A Stockholders Agreement will be entered into with ZFSG, granting ZFSG rights to nominate directors (including Chair and Vice Chair) and committee members based on its ownership percentage.	Following the pricing of the offering	Formalizes ZFSG's significant influence over the company's governance and strategic decisions, potentially conflicting with the interests of other stockholders.
Anti-Takeover Provisions	Articles of incorporation and bylaws will contain provisions (e.g., no cumulative voting, board-fixed director numbers, restrictions on stockholder action by written consent, advance notice procedures, supermajority voting for certain amendments) and Nevada law anti-takeover statutes (combinations with interested stockholders, acquisitions of controlling interests) will apply.	Upon consummation of this offering	These provisions are intended to discourage, delay, or prevent a change in control, potentially limiting the price investors might be willing to pay for shares and reducing the likelihood of a premium for common stock in an acquisition.
Corporate Opportunity Renunciation	Articles of incorporation will renounce any interest or expectancy in business opportunities of ZFSG and its affiliates or non-employee directors, unless expressly offered to them solely in their capacity as Ategrity directors.	Upon consummation of this offering	Allows ZFSG and its affiliates to pursue opportunities that might otherwise be considered corporate opportunities for Ategrity, potentially diverting attractive ventures away from the company.

Legal Proceedings

The company is subject to routine legal proceedings in the normal course of operating its insurance business.
The company is not currently involved in any legal proceedings which reasonably could be expected to have a material adverse effect on its business, results of operations, or financial condition.

Related Party Transactions

**ZIS Loan**: On March 31, 2025, Ategrity Specialty Holdings LLC and Ategrity Ltd redeemed $94 million from the Utility Limited Partnership and executed a Loan Agreement (ZIS Loan) with ZIS (a wholly-owned subsidiary of ZFSG) as borrower. The loan has a fixed interest rate of 5.5% payable annually and is guaranteed by ZFSG, secured by ZFSG's shares in ZIS and 1,500,588 Ategrity common shares. The purpose is to replace variable investment income with fixed income.
**Shared Services Agreement**: Prior to the IPO, the company intends to enter into a Shared Services Agreement with ZFSG, under which ZFSG will provide services (HR, tax, legal, IT, internal audit, investment accounting, investor relations, actuarial) and be reimbursed on a cost-plus-5% basis. The agreement has a five-year term with automatic two-year renewals.
**Management & Cost Sharing Agreement (MCSA)**: Effective September 30, 2023, with ZIS, for certain personnel and services. The company paid $0.8 million in allocated expenses to ZIS in 2024. ZIS also began providing employee benefit administration services to the company on October 1, 2024, with $0.5 million expense for Q1 2025.
**Use of New York City Office Space**: Historically, the Investment Manager (ZFSG affiliate) provided ad-hoc free access to its NYC office space. Post-IPO, this will be subject to the Shared Services Agreement.
**Technology Transactions**: Effective January 1, 2023, the company sold certain software to ZTG (ZFSG subsidiary) for a $13.5 million promissory note (ZFSG Promissory Note) bearing 7.42% interest. The company also obtained a license to use the software for $750,000 per annum and agreed to provide services to ZTG. As of March 31, 2025, the promissory note balance was $13.5 million.
**AtegrityOne Transaction**: Effective April 1, 2025, the company acquired certain technology assets, including rights to AtegrityOne software, from ZTG for $3.2 million.
**Advisory Fee**: On March 31, 2025, ZFSG paid the company an advisory fee of $940,000 for advisory services provided by Ategrity Specialty Holdings LLC.
**Carrick Re Reinsurance Transactions**: The company had reinsurance transactions with Carrick Re Limited, a former majority-owned subsidiary of ZFSG, including Loss Portfolio Transfer Contracts and a Professional Services Agreement. Carrick Re ceased to be an affiliate on December 27, 2023.
**Capital Contributions and Withdrawals**: ZFSG made significant capital contributions to the company, including $75.0 million in September 2022 (in-kind), $35.0 million in October 2023 (cash), $20.1 million in October 2024 (in-kind), $20.0 million in January 2025 (in-kind), $0.7 million in April 2025 (cash), and $2.0 million in May 2025 (cash). The Utility General Partner (ZFSG affiliate) withdrew $6.9 million in 2024 and $3.1 million in 2023 from its capital account in the Utility Limited Partnership.
**Tax Allocation Agreement**: The company is included in ZFSG's consolidated federal income tax return and has a Tax Allocation Agreement governing tax liability allocation and reimbursements. As of March 31, 2025, $20.8 million was due to ZFSG under this agreement.
**Investment Management Agreements**: The Investment Manager (Zimmer Partners, LP, a ZFSG affiliate) manages the company's Utility & Infrastructure Investments (through Utility Limited Partnership and MidCap Limited Partnership) and fixed income portfolios. Fees are paid to the Investment Manager, including a quarterly fixed fee and incentive allocations based on profits. These arrangements involve potential conflicts of interest.

Stakeholder Impact

**Shareholders**: New investors will experience immediate and substantial dilution of $4.10 per share. ZFSG's continued majority ownership means it will exert significant influence over corporate decisions, potentially conflicting with other shareholders' interests. The company does not anticipate paying dividends in the foreseeable future, meaning returns will depend on share price appreciation.
**Employees**: The company emphasizes attracting and retaining top talent through comprehensive benefits, attractive compensation, and a supportive work environment. Employees participate in a 401(k) plan with a 100% company match up to 5% of eligible compensation. Some employees have dual employment arrangements with ZFSG affiliates, and the company's CEO has a consulting agreement with ZFSG.
**Customers/Policyholders**: The company's 'productionized underwriting' aims to provide consistent, high-speed, and low-touch interactions, addressing demands for rapid, high-quality insurance transactions. The fully integrated claims management function is designed for efficient and effective claim resolution, aiming to optimize outcomes for insureds.
**Distribution Partners (Agents & Brokers)**: The company's strategy centers on providing an efficient, consistent, and simplified way of doing business through a single appointment contract and rapid response times, which is attractive to digital-native partners. However, reliance on a select group of brokers (48% of GWP from top three) creates concentration risk.
**Creditors**: The company maintains a conservatively capitalized balance sheet with zero financial leverage, which supports its A(Excellent) financial strength rating. However, future indebtedness could reduce financial flexibility and divert cash flow for debt service. The ZIS Loan, a related party transaction, introduces credit risk to ZIS and ZFSG.

Next Steps

Complete the initial public offering and list common stock on the NYSE under the symbol ASIC.
Continue to grow the business and expand market share in the E&S market through methodical expansion into new products and industry verticals.
Establish new distribution partnerships aligned with the company's innovative vision.
Continue investment in enhancing technology to drive innovation and efficiency, including leveraging Ategrity Select for new verticals and migrating products to AtegrityOne.
Remediate the identified material weakness in internal control over financial reporting by introducing additional level reviewers, hiring more accounting and finance personnel, and implementing additional process-level and management review procedures.
Enter into an employment agreement with Justin Cohen prior to the completion of the offering.
Adopt a compensation recovery (claw-back) policy compliant with NYSE requirements upon closing of the offering.
Enter into a Shared Services Agreement with ZFSG prior to the offering for various corporate services.
Enter into separate indemnification agreements with each of the directors and executive officers upon consummation of the offering.

Key Dates

Date	Description
2018	Company commenced operations.
April 1, 2018	Company entered into the Amended and Restated Limited Partnership Agreement of the Utility Limited Partnership and the Utility Limited Partnership IMA with the Investment Manager. Also, Tax Allocation Agreement entered into with ZFSG.
February 5, 2019	Effective date of the 2019 Equity Incentive Plan.
January 1, 2020	Company increased 401(k) matching contributions to 100% up to 5% of earnings.
December 21, 2020	JPMorgan Chase Bank issued a $35.0 million letter of credit agreement for ASIC on behalf of ASIL.
December 25, 2020	Barclays Bank issued a $35.0 million letter of credit agreement for ASIC on behalf of ASIL.
December 30, 2021	ASIC and ASIL entered into Loss Portfolio Transfer Contracts (LPTs) with Carrick Re and a Professional Services Agreement with Carrick Limited.
July 1, 2022	Sublease Agreement for Scottsdale, Arizona office space with ZFSG became effective.
September 2022	ZFSG made a non-cash contribution of $75.0 million to the company in the form of an interest in the Utility Limited Partnership.
December 28, 2022	ZFSG entered into a consulting agreement with Chris Schenk.
January 1, 2023	Effective date of Technology Transactions with ZFSG and ZTG.
January 2023	Justin Cohen became Chief Executive Officer.
September 30, 2023	Effective date of Management & Cost Sharing Agreement with ZIS.
October 2023	ZFSG made a cash contribution of $35.0 million to the company.
December 27, 2023	Carrick Specialty Holdings LLC (and its subsidiaries Carrick Re Limited and Carrick Limited) was sold by ZFSG, ceasing to be affiliated companies.
January 1, 2024	Company re-allocated $10 million of its portfolio to the Absolute Return MidCap Fund. Also, a new ceded quota share reinsurance treaty was placed.
September 16, 2024	Neelam Patel's employment as Chief Financial Officer commenced.
September 2024	Chris Schenk became President.
October 1, 2024	ZIS began providing employee benefit administration services to the company. Ategrity Ltd entered into an Amended & Restated Investment Management Agreement with Zimmer Partners, LP. HoldCo IMA entered into with Investment Manager.
October 21, 2024	ZFSG made an in-kind contribution of $20.1 million in U.S. Treasury Notes and received units and warrants (Tranche 1 and Tranche 2 Warrants).
December 1, 2024	Ategrity Ltd entered into an Investment Management Agreement with Zimmer Partners, LP.
December 8, 2024	Company amended the Equity Plan to increase the number of Members units. New CEO Options granted to Justin Cohen, replacing original CEO Options.
January 1, 2025	Company entered into the Amended and Restated Limited Partnership Agreement of the MidCap Limited Partnership with an initial investment of $10 million. ZFSG made an in-kind contribution of $20.0 million in U.S. Treasury Notes.
March 31, 2025	Company redeemed $94 million from the Utility Limited Partnership. ZFSG paid the company an advisory fee of $940,000. Ategrity Specialty Holdings LLC and Ategrity Ltd executed the ZIS Loan with ZIS.
April 1, 2025	Effective date of the ZIS Loan. Company acquired certain technology assets, including rights to AtegrityOne software, from ZTG for $3.2 million.
April 2, 2025	ZFSG CFO (Mitchell Pressman) granted a cash-settled unit appreciation right award by ZFSG.
April 5, 2025	ZIS Loan Agreement was amended and restated.
April 9, 2025	ZFSG made a cash contribution of $0.7 million and received 65,641 units.
May 16, 2025	ZFSG entered into a consulting agreement with the company's CEO, Justin Cohen.
May 27, 2025	Company repurchased 191,447 shares from a shareholder for $2.0 million.
May 29, 2025	ZFSG made a cash contribution of $2.0 million and received 191,447 shares.
June 3, 2025	Date of S-1/A filing and audit report date for subsequent events.
2030	Expected end of emerging growth company status.

Recommendation

buy

Keywords

Specialty Insurance, Excess and Surplus Lines, E&S Insurance, SMB Insurance, Property and Casualty Insurance, Productionized Underwriting, Insurance Technology, Insurtech, Underwriting Profit, Combined Ratio, Gross Written Premiums, Reinsurance, A.M. Best Rating, IPO, SEC Filing, Risk Management, Claims Management, Investment Portfolio, Related Party Transactions, Corporate Governance

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