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1、S-1/A 1 d739486ds1a.htm S-1/ATable of ContentsAs filed with the Securities and Exchange Commission on June 9,2025.Registration No.333-287556 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Amendment No.1toFORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 SLIDE INSURAN

2、CE HOLDINGS,INC.(Exact Name of Registrant as Specified in Its Charter)Delaware 7372 871554861(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)4221 W.Boy Scout Blvd.Suite 200Tampa,Florida 33607(813

3、)748-2030(Address,Including Zip Code,and Telephone Number,Including Area Code,of Registrants Principal Executive Offices)Bruce LucasChief Executive OfficerSlide Insurance Holdings,Inc.4221 W.Boy Scout Blvd.Suite 200Tampa,Florida 33607(713)927-4538(Name,Address,Including Zip Code,and Telephone Number

4、,Including Area Code,of Agent For Service)Copies to:Richard D.Truesdell,Jr.Stephen A.ByeffJoseph S.PayneDavis Polk&Wardwell LLP450 Lexington AvenueNew York,New York 10017(212)450-4000 Fred E.KarlinskyGreenberg Traurig,LLP401 E.Las Olas Boulevard,Suite 2000Fort Lauderdale,Florida 33301(954)765-0500 G

5、regory A.FernicolaTodd E.FreedDwight S.YooSkadden,Arps,Slate,Meagher&Flom LLPOne Manhattan WestNew York,New York 10001(212)735-3000 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this Registration Statement.If any of the securities

6、being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box.If this form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following b

7、ox and list the SecuritiesAct registration statement number of the earlier effective registration statement for the same offering.If this form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registrationstatement

8、 number of the earlier effective registration statement for the same offering.If this form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statem

9、ent for the same offering.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 emerginggrowth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company”an

10、d“emerging growth company”in Rule 12b-2 of theExchange Act.2025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm1/260Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth

11、 company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The Registrant hereby amends this registration statement on such da

12、te or dates as may be necessary to delay its effective date until the registrant shallfile a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)of theSecurities Act of 1933 or until the registration statement

13、shall become effective on such date as the Commission,acting pursuant to said Section 8(a),maydetermine.2025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm2/260Table of ContentsThe information in this prospectus is not complete and may be changed.We

14、may not sell these securities until the registrationstatement filed with the Securities and Exchange Commission is effective.This prospectus is not an offer to sell these securitiesand we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.SUBJECT

15、TO COMPLETION,DATED JUNE 9,2025PRELIMINARY PROSPECTUS 20,000,000 SharesSlide Insurance Holdings,Inc.Common Stock$per share This is the initial public offering of common stock of Slide Insurance Holdings,Inc.(“Slide”).We are offering 16,666,667 shares of our commonstock.The selling stockholders ident

16、ified in this prospectus,including certain of our directors and officers,are offering an additional 3,333,333 shares ofour common stock.Slide will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.Prior to this offering,there has been no public market f

17、or our common stock.We anticipate that the initial public offering price of our commonstock will be between$15.00 and$17.00 per share.We have applied to list our common stock on the Nasdaq Global Select Market(“Nasdaq”)under the symbol“SLDE.”Investing in our common stock involves risks.See“Risk Fact

18、ors”beginning on page 17.We are an“emerging growth company”as defined in the Jumpstart Our Business Startups Act and will therefore be subject to reduced reportingrequirements.See“Prospectus SummaryImplications of Being an Emerging Growth Company.”Neither the Securities and Exchange Commission nor a

19、ny state securities commission or regulatory authority has approved ordisapproved of these securities or determined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.Per Share Total Initial public offering price$Underwriting discounts and commissions

20、$Proceeds to Slide before expenses(1)$Proceeds to the selling stockholders before expenses$(1)We have agreed to reimburse the underwriters for certain FINRA-related expenses.See“Underwriting.”The selling stockholders have granted the underwriters the right to purchase an additional 3,000,000 shares

21、of common stock to cover over-allotments.At our request,the underwriters have reserved up to 5%of the shares of common stock offered by this prospectus for sale,at the initial publicoffering price,to certain individuals associated with us and our stockholders.See“UnderwritingDirected Share Program.”

22、The underwriters expect to deliver the shares to purchasers on or about,2025 through the book-entry facilities of The DepositoryTrust Company.Barclays Morgan StanleyCitizens Capital Markets Keefe,Bruyette&Woods Piper Sandler A Stifel Company Prospectus dated,20252025/6/10 09:19S-1/Ahttps:/www.sec.go

23、v/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm3/260Table of ContentsTABLE OF CONTENTS We,the selling stockholders and the underwriters have not authorized anyone to provide you with any information or to make any representationsother than those contained in this prospectus or in an

24、y free writing prospectuses we have prepared.We,the selling stockholders and the underwriterstake no responsibility for,and can provide no assurance as to the reliability of,any other information that others may provide you.We and the sellingstockholders are offering to sell,and seeking offers to bu

25、y,shares of the common stock only in jurisdictions where offers and sales are permitted.Theinformation contained in this prospectus is accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus or of anysale of the common stock.Persons who come into possess

26、ion of this prospectus and any other free writing prospectus in jurisdictions outside the United States are requiredto inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any such free writing prospectusapplicable to that jurisdicti

27、on.Basis of Presentation and Other InformationIn this prospectus,“Slide,”the“Company,”“we,”“us”and“our”refer to Slide Insurance Holdings,Inc.and its consolidated subsidiaries.No action is being taken by us,the selling stockholders or the underwriters in any jurisdiction outside the United States to

28、permit a public offeringof shares of common stock or possession or distribution of this prospectus in that jurisdiction.Persons who come into possession of this prospectus injurisdictions outside the United States must inform themselves about and observe any restrictions relating to this offering an

29、d the distribution of thisprospectus applicable to that jurisdiction.Certain monetary amounts,percentages and other figures included in this prospectus have been subject to rounding adjustments.Percentageamounts included in this prospectus have not in all cases been calculated on the basis of such r

30、ounded figures,but on the basis of such amounts prior torounding.For this reason,percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures inour consolidated financial statements or the figures included elsewhere in this prospectus.Certa

31、in other amounts that appear in this prospectus may notsum due to rounding.i Page Prospectus Summary 1 Risk Factors 17 Special Note Regarding Forward-Looking Statements 68 Use of Proceeds 69 Dividend Policy 70 Capitalization 71 Dilution 73 Managements Discussion and Analysis of Financial Conditionan

32、d Results of Operations 75 Business 100 Management 128 Executive Compensation 132 Page Certain Relationships and Related Party Transactions 143 Principal and Selling Stockholders 146 Description of Capital Stock 152 Material U.S.Federal Income and Estate Tax Consequences forNon-U.S.Holders of Common

33、 Stock 159 Shares Eligible for Future Sale 162 Underwriting 164 Legal Matters 175 Experts 175 Where You Can Find More Information 176 Index to Consolidated Financial Statements F-1 2025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm4/260Table of Cont

34、entsMarket and Industry DataThis prospectus includes industry and market data that we obtained from periodic industry publications,third-party studies and surveys,filings ofpublic companies in our industry and internal company surveys.These sources include government and industry sources.Industry pu

35、blications andsurveys generally state that the information contained therein has been obtained from sources believed to be reliable.Although we believe the industryand market data to be reliable as of the date of this prospectus,this information could prove to be inaccurate.Industry and market data

36、could be wrongbecause of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limitson the availability and reliability of raw data,the voluntary nature of the data gathering process and other limitations and uncertainti

37、es.In addition,wedo not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources reliedupon or cited herein.Such data and assumptions,including those relating to a specified markets projected growth or future performance,a

38、re necessarilysubject to a high degree of uncertainty and risk due to a variety of factors,including those described in“Risk Factors.”These and other factors couldcause future performance to differ materially from such data and estimates.See“Special Note Regarding Forward-Looking Statements.”Non-GAA

39、P Financial MeasuresWe present our results of operations in a way that we believe will be the most meaningful and useful to investors,analysts,rating agencies andothers who use our financial information to evaluate our performance.Some of the measurements are not required by,or presented in accordan

40、ce withaccounting principles generally accepted in the United States of America(“GAAP”)under SEC rules and regulations.We refer to these measures as“non-GAAP financial measures.”For example,in this prospectus,we present combined ratio,excluding catastrophic losses&prior year claimsdevelopment,tangib

41、le shareholders equity and return on tangible equity,which are non-GAAP financial measures as defined in Item 10(e)of SECRegulation S-K.We believe that non-GAAP financial measures,which may be defined and calculated differently by other companies,help explain andenhance the understanding of our resu

42、lts of operations.However,these measures should not be viewed as a substitute for those determined inaccordance with GAAP.Reconciliations of our non-GAAP financial measures to the most comparable GAAP figures are included in this prospectus.Forfurther discussion,see“Prospectus SummarySummary Consoli

43、dated Financial and Other Data.”Trademarks and Service MarksThis prospectus contains references to a number of trademarks and service marks which are our registered trademarks or service marks,ortrademarks or service marks for which we have pending applications or common law rights.Trade names,trade

44、marks and service marks of othercompanies appearing in this prospectus are the property of their respective holders.Solely for convenience,the trademarks,service marks and tradenames are referred to in this prospectus without the,TM or SM symbols,but such references are not intended to indicate,in a

45、ny way,that we or otherowner thereof will not assert,to the fullest extent under applicable law,our or such owners rights to these trademarks,service marks and trade names.We do not intend our use or display of other companies trademarks,service marks or trade names to imply a relationship with,or e

46、ndorsement orsponsorship of us by,such other companies.Stock SplitAfter the effectiveness of the registration statement of which this prospectus forms a part and along with the automatic conversion of all shares ofSeries A preferred stock held by certain key holders immediately prior to the completi

47、on of this offering into an equal number of shares of commonstock,which will occur upon the closing of this offering,we will effectuate an approximately 5.5-for-1 forward stock split,or the Stock Split,of ourcommon stock.No fractional shares of common stock shall be issued upon the Stock Split.If th

48、e Stock Split would result in any fractional share(afteraggregating all fractional shares a holder would ii2025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm5/260Table of Contentsotherwise be entitled to receive in connection with the Stock Split),s

49、uch fractional share will be rounded to the nearest whole share.The auditedconsolidated financial statements and unaudited condensed consolidated financial statements and related notes to those statements,included elsewherein this prospectus,have not been adjusted for the Stock Split.Unless otherwis

50、e indicated,all other share and per share data in this prospectus have beenretroactively adjusted,where applicable,to reflect the Stock Split as if it had occurred at the beginning of the earliest period presented.Until,2025 all dealers that buy,sell or trade these securities,whether or not particip

51、ating in this offering,may be required todeliver a prospectus.This is in addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to theirunsold allotments or subscriptions.iii2025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/0001193125

52、25137410/d739486ds1a.htm6/260Table of ContentsPROSPECTUS SUMMARYThis summary highlights information contained elsewhere in this prospectus.This summary may not contain all of the information that youshould consider before deciding to invest in our common stock.You should read this entire prospectus

53、carefully,including the“Risk Factors”section and the consolidated financial statements and the notes to those statements.Who We AreLaunched in 2021,we are a technology enabled,fast-growing,coastal specialty insurer.We focus on profitable underwriting of single familyand condominium policies in the p

54、roperty and casualty(“P&C”)industry in coastal states along the Atlantic seaboard through our insurancesubsidiary,Slide Insurance Company(“SIC”).We utilize our differentiated technology and data-driven approach to focus on market opportunitiesthat are underserved by other insurance companies.We acqu

55、ire policies both from inorganic block acquisitions and subsequent renewals,as well asnew business sales through a combination of independent agents and our direct-to-consumer(“DTC”)channel,through which we sell our insuranceproducts directly to end consumers,without the use of retailers,brokers,age

56、nts or other intermediaries.We do not depend on any one key productor product line within the coastal specialty homeowners insurance market.We control all aspects of our value chain,including technology,underwriting,actuarial,distribution,claims and risk management which allows us to maximize profit

57、ability while maintaining disciplinedunderwriting standards.Our goal is to deliver long-term value for stockholders by focusing on underserved,coastal specialty markets where market capacity islimited and demand for insurance products is high.Coastal specialty market demand for insurance products ha

58、s increased over the last few years asthe larger,national insurance carriers have reduced their underwriting capacity in such markets which has created a unique market opportunity forus to capitalize on the imbalance of supply and demand.A prime example of this market shift is Florida,where large na

59、tional carriers have reducedtheir market share of premium from 62%in 1999 to 28%in 2022,creating an opportunity for accretive expansion.We have built a highlyentrepreneurial company that we believe can identify and execute on such opportunities faster and more profitably than our competitors.We beli

60、eve we have a significant technological advantage that allows us to assess,manage and price risk for individual and bulk policyacquisitions.Our technology is built to estimate future costs of policies and compare it back to our base rates to better understand profitability inreal time on an individu

61、al risk basis and to assess large and/or bulk transactions.This technology permits us to only select policies that we believeto be profitable based on future reinsurance and all other perils(“AOP”)costs.Our underwriting technology has been an important component ofour success and is backed by our pr

62、oprietary$6 trillion total insured value(“TIV”)underwriting and claims dataset,which provides us with real-time intelligence to drive superior decision making.We believe that traditional markets inefficiently and inaccurately underwrite coastal specialtyrisks without properly understanding prospecti

63、ve loss ratios and reinsurance costs.We believe other insurance companies do not have the sameability to assess these metrics in real time and their technology limits their ability to consistently select profitable policies.We believe ourunderwriting technology allows us to more accurately assess th

64、e future cost of each policy,which enables us to focus on profitable growthopportunities often overlooked or mispriced by our competitors.We believe our proprietary technology combined with our highly experienced andentrepreneurial leadership team allow us to make better underwriting decisions that

65、generate higher margins for our business.We market and write insurance policies through two channels:our independent agents and DTC.As we continue to scale our operations,weanticipate that our DTC distribution will grow as well through our focus on accretive market opportunities.We have significantl

66、y grown our business and scaled it profitably in our targeted coastal specialty markets by leveraging our seasonedmanagement team,technology and strong balance sheet.We have grown our 12025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm7/260Table of

67、Contentsshareholders equity from$102 million at the end of 2021 to$433 million at the end of 2024,a compound annual growth rate(“CAGR”)of 62%.In this same time period,we have grown from$0 of in force premium to$1,334 million at the end of 2024,while running an average consolidatedcombined ratio of 8

68、0.3%.Our return on equity and combined ratio were 46.9%and 79.0%for 2023,and 60.0%and 72.3%for 2024,respectively.For the three months ended March 31,2024 and March 31,2025,we had gross premiums written of$245 million and$278 million,policyfees of$1 million and$2 million,consolidated combined ratio o

69、f 66.7%and 58.9%and net income of$55 million and$93 million,respectively.Asof March 31,2025,we had total assets of$1.9 billion,shareholders equity of approximately$532 million and tangible shareholders equity ofapproximately$524 million.For the three months ended March 31,2025,we had a return on equ

70、ity of 19.2%and a return on tangible equity of19.5%.For the years ended December 31,2023 and December 31,2024,we had gross premiums written of$875 million and$1,334 million,policyfees of$3 million and$7 million,consolidated combined ratio of 79.0%and 72.3%and net income of$87 million and$201 million

71、 respectively.As of December 31,2024,we had total assets of$1.9 billion,shareholders equity of approximately$433 million and tangible shareholders equityof approximately$423 million.For the year ended December 31,2024,we had a return on equity of 60.0%and a return on tangible equity of62.6%.See“Summ

72、ary Consolidated Financial and Other Data”for an explanation of how we calculate return on tangible equity,and areconciliation to return on equity,the most comparable financial metric prepared in accordance with GAAP.Our ProductsWe write several homeowners,condominium owners,and commercial residenti

73、al products in coastal specialty markets in Florida and SouthCarolina.As of December 31,2024,99.5%of our policies are concentrated in Florida,while 0.5%of our policies are concentrated in SouthCarolina.Additionally,74.4%of our policies are concentrated on the coasts of Florida and South Carolina,det

74、ermined by the number of policieslocated in counties that border the Atlantic Ocean.We target coastal zones with high population density and low underwriting capacity that areoften ignored or mispriced by our competitors.Our experienced management team and proprietary technology allows us to profita

75、bly underwritethese markets in scale.Within our target markets,we focus on policies with a higher level of premiums when compared to other insurers that writebusiness in similar coastal specialty markets.This ensures that we maintain our profitability and remain disciplined as we continue to grow ou

76、rbusiness.Our Competitive StrengthsWe believe that our competitive strengths include:Expertise in coastal specialty marketsWe believe coastal markets are more challenging to underwrite because of the complex underlying risk exposure,reinsurance costs andbuilding codes,thereby,leading many carriers t

77、o often misprice or avoid coastal risks altogether.Consequently,coastal specialty marketscommonly have low underwriting capacity despite high population density.We believe the combination of these characteristics creates a highlyscalable,niche market where premium per policy and underwriting margins

78、 are attractive as long as the risk is appropriately priced.Our proprietarydataset,underwriting technology and experienced management team help us to better underwrite coastal specialty properties.Superior underwriting technologyWe believe that traditional insurers use an ineffective,retrospective a

79、pproach to underwriting that often results in poor underwritingperformance.These insurers typically do not have a good understanding of 22025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm8/260Table of Contentsprospective reinsurance costs,which are

80、typically the highest expense component of coastal specialty policies.Our proprietary underwritingtechnology allows us to more accurately determine prospective reinsurance costs to ensure that our pricing model is appropriately pricing risk atprofitable levels.Our technology has been developed using

81、 our proprietary$6 trillion TIV dataset and actual claims experience and is a keycomponent of our underwriting model for large scale transactions.Our actual claims experience has outperformed our underwriting models,demonstrating the effectiveness of the underwriting platform.Our technology is fully

82、 embedded in our underwriting process and has the ability toanalyze large datasets quickly and accurately,including the review of our current portfolio,policies acquired from Citizens Property InsuranceCorporation(“Citizens”)and privately assumed portfolios.Since our technology is embedded in our un

83、derwriting process,it allows us todynamically price risk in real time.Our user-friendly interface allows agents to quickly determine policy terms and can bind policies withinminutes.Entrepreneurial management team with a track record of successWe are led by a highly experienced and entrepreneurial e

84、xecutive management team,including our founder and CEO,Bruce Lucas,who hasover 15 years of experience in the financial services industry including twelve years of leadership experience as a CEO in coastal specialty marketswithin Florida and the northeastern states along the Atlantic coast,California

85、 and Hawaii.Mr.Lucas previously founded and led Heritage InsuranceHoldings(NYSE:HRTG)as its Chairman and CEO from 2012 to 2020.Under his leadership,Heritage saw a 21%CAGR in its book value pershare and a 49%CAGR in gross premiums written while also averaging an 86%combined ratio across each full yea

86、r of operation.Over the pasttwelve years at the helm of Heritage and Slide,Mr.Lucas has generated positive net earnings every full year of operation and has averaged an 85%combined ratio over the course of his insurance career.Additionally,our senior management team has an average of 25 years of exp

87、erience in theinsurance industry and have deep insurance expertise and longstanding relationships with reinsurers,capital providers,state regulators anddistribution partners,which have been critical in driving our success to date.We place great emphasis on developing a winning and entrepreneurialcul

88、ture,empowering employees to make decisions that meet our high standards of excellence and financial targets,which allows us to attract,retainand develop top talent.Fully integrated claims managementWe believe that properly managing claims is an important component of our success.With the exception

89、of hurricane claims,we manage allaspects of the claims process in-house including field inspections,desk adjusting and legal.Since 2022,hurricane claims comprise approximately54%of all claims filed.We promptly and thoroughly investigate all claims,and leverage both our systems and underwriters to ga

90、ther the relevantfacts.When we believe claims are without merit,we vigorously contest payment.When we believe claims are valid,we aim to expedite paymentsquickly to provide a superior experience to our customers.We believe that managing claims cycle times is an often overlooked metric that reduceslo

91、ss ratios if claims are administered and closed quickly.We believe we have a track record of superior claims handling compared to ourcompetitors including claims from catastrophic events.Robust and conservative reinsurance framework built on strong relationships with highly rated counterpartiesWe ma

92、nage our exposure to catastrophic events through strong underwriting discipline and the purchase of reinsurance.Our relationshipswith highly rated reinsurers have been developed as a result of our management teams industry experience and reputation for selectiveunderwriting and generating strong und

93、erwriting profits.We seek a diversified portfolio of reinsurance with the use of traditional reinsurancecapacity,utilization of the Florida Hurricane Catastrophe Fund(“FHCF”),and the use of multi-year catastrophe bonds.While reinsurance does notrelieve us from our obligations,we strategically purcha

94、se reinsurance from third parties to protect our capital base from severity events related tosevere convective storms and hurricanes.At peak hurricane season,estimated as of September 30,2024,we purchased catastrophe excess of lossreinsurance to the 194-year return 32025/6/10 09:19S-1/Ahttps:/www.se

95、c.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm9/260Table of Contentsperiod,well in excess of the 130-year return period primarily used in Florida and required by our rating agency and regulators.As of June 1,2024,100%of our private reinsurance counterparties were either fully c

96、ollateralized or reinsurers rated“A-”(Excellent)by A.M.Best,or better.Allreinsurance we purchase is on an excess of loss basis and covers all perils,except for FHCF and our multi-year catastrophe bond program,which islimited to covering named storms.We treat our reinsurers as long-term partners.As s

97、uch,we target underwriting profitability on a gross basis,before utilization of reinsurance,to ensure consistent support from our reinsurance partners and to protect ourselves from changes in thereinsurance market.Based upon catastrophe modeling,at the peak of the 2024 hurricane season,we estimate i

98、t would take an event beyond our1-in-194-year probable maximum loss(“PML”)to exhaust our catastrophe coverage.We currently seek to retain no more than 25%of our annualpre-tax earnings from a first-event catastrophic loss that is below the top of our reinsurance program.We believe that our reinsuranc

99、e programprovides more robust coverage for catastrophic events compared to our competitors.Our sophisticated modeling and large insurance dataset allows us to consider prospective reinsurance costs in our underwriting decisions,ensuring that we target profitable policies aligned with our reinsurance

100、 program.We include assumptions on individual policies and the prospectiveimpact of each additional risk on our PML and expected reinsurance costs,which combined with multi-year reinsurance capacity limits uncertaintyand unexpected increases in future reinsurance costs.We also have a robust per risk

101、 and facultative reinsurance program that protects against shocklosses above$700,000.This enhanced protection allows us to write higher value homes with higher premiums and profit margins.Fully integrated and disciplined underwriting approach focused on delivering strong and consistent returnsWe are

102、 focused on delivering strong and consistent underwriting results,with a proven track record of profitability.We believe ourproprietary AI-driven data analytics and underwriting process allows us to better select insurance policies,including those we assume from Citizensand other private insurers,le

103、ading to strong risk-adjusted returns.We focus on profitability of each individual policy and focus on writing profitablebusiness in our markets.In addition,we have a full stack,vertically integrated platform with key functions managed in-house includingunderwriting,actuarial analysis,risk managemen

104、t,claims,product development and litigation.This allows us to manage risk,limit losses andprovide consistent and quality customer service to our policyholders.Our integrated claims services model allows us to quickly assess claims andlimit additional damage by remediating any potential issues,furthe

105、r allowing us to control loss costs following an event.As a result of ourintegrated and technology-enabled approach,for the years ended December 31,2023 and 2024,we generated a consolidated net-attritional lossratio,which we define as direct and assumed loss and loss adjustment expense,excluding cat

106、astrophe losses,less any reinsurance recoveries,divided by net premiums earned,of 34.1%and 26.2%,respectively.Strong balance sheet with limited legacy reserve exposuresWe believe that our strong balance sheet is a key advantage within coastal specialty markets.It has allowed us to rapidly grow,parti

107、cipate inthe Citizens depopulation program and acquire renewal rights agreements from other carriers.Because we launched our operations in 2021,wehave limited exposure to the legacy Florida legislative environment.We have no exposure to policies written prior to March 1,2022,whichexperienced signifi

108、cant loss cost inflation and adverse development in the Florida market.We have significant balance sheet flexibility withrelatively low financial leverage of 7%as of March 31,2025.We have an A“Exceptional”Financial Stability Rating from Demotech.Our StrategyWe believe that our approach to our busine

109、ss will allow us to achieve our goals of both growing our business and generating attractive risk-adjusted returns.Our approach involves:42025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm10/260Table of ContentsMaintaining an opportunistic,contraria

110、n underwriting approachWe believe we are well-positioned to take advantage of the ongoing changes in regulatory regime as well as competitive landscape across thecoastal specialty markets.Our deep understanding of such markets combined with extensive industry relationships allow us to successfully f

111、ocuson opportunities often overlooked by our competitors.Our ability to understand and price the underlying risks in such markets more thoroughly andfaster than our competitors is a key driver of our success to date.Delivering attractive returns on capital to our stockholdersWe aim to deliver attrac

112、tive growth,underwriting results,profitability and returns to our stockholders through our underwriting expertise,proprietary underwriting technology,deep knowledge of coastal markets,disciplined risk management and prudent approach to capitalmanagement.Our strategy is to concentrate on coastal spec

113、ialty risks with attractive pricing levels that will enable us to generate strong profitsacross market cycles.We underwrite all of our own risks and do not delegate underwriting decisions to third parties.As the demand for insurancecapacity in our markets continue to grow,we expect to continue to ca

114、pitalize on our core strengths and profitably expand our market share.Pursuing large scale,strategic policy acquisitionsCoastal specialty markets present advantageous opportunities for us to continue scaling our business as the underwriting capacity in thesemarkets has significantly declined in the

115、past five years.Citizens is the largest homeowners insurer in the state of Florida as measured by premiumin-force and acts as the state-owned insurer of last resort.It is incentivized by the state of Florida to transfer policies from its books to the privatemarket in order to reduce systemic risk to

116、 the insurance market.As of December 31,2024,Citizens had 936,182 policies in force.We participatedin seven Citizens take-out opportunities in 2024,assuming an aggregate of 135,530 policies that fit our underwriting and profitability criteria.While the total number of Citizens policies in force as o

117、f December 31,2024 was fewer than the 1,228,718 policies in force as of December 31,2023(and an all time high of nearly 1.5 million policies in force in 2011),we believe these fluctuations are a function of Floridas historicallyvolatile property insurance market cycles and Citizens role as the insur

118、er of last resort,and not indicative of a long-term trend.We believe that theassumption of Citizens Insurance policies will provide continuous growth opportunities for years to come.In addition,we have also successfullyexecuted transactions with private insurers that are looking to exit or reduce th

119、eir exposure.For example,we executed transactions with TruckInsurance Exchange,United Property&Casualty Insurance Company and St.Johns Insurance Company.Our scaled platform combined with our ability to use technology to bulk underwrite complex transactions provide us with an advantage overour compet

120、itors in underwriting such policies.This has allowed us to grow quickly and profitably,with no exposure to legacy claims or liabilitiesand should continue to be a meaningful contributor of our ongoing growth.Continuing to invest in proprietary technology that deepens our competitive advantageOur AI-

121、powered insurance model leverages our proprietary large dataset and predictive underwriting analytics to manage risk,optimizeoperations and improve profit margins.Our custom-built technology is at the core of our growth and underwriting strategy and enhances our abilityto find profitable policies in

122、 our markets.We include prospective reinsurance costs and loss ratios in our underwriting decisions to limit unexpectedchanges in rates and maintain profitability for each policy we write.We can analyze large datasets efficiently and quickly assess potentialacquisition opportunities,making us a lead

123、ing counterparty for potential organic sales,takeouts and renewal transactions.We have demonstrated aunique ability to utilize our data and our advanced technology within niche coastal markets,giving us the ability to quickly respond to marketchanges,while our core operating platforms allows us to m

124、ove into new markets efficiently and without the complexity of burdensome systems.Webelieve our technological advantage positions us for profitable growth and expansion into additional coastal specialty markets where we canestablish a strong market position while focusing on growing profitably.52025

125、/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm11/260Table of ContentsExpanding our presence in both admitted and excess&surplus(E&S)coastal specialty marketsCoastal specialty markets with high population density and few insurance options are the mai

126、n target for our business.Coastal specialtyzones,which we define as counties in the U.S.that border the Atlantic Ocean with significant hurricane risk,are often avoided or mispriced by ourcompetitors.We believe that we have a superior underwriting model that allows us to scale and grow profitability

127、 faster than our competition.Wewill continue to focus on writing personal residential policies within coastal specialty markets while adding complementary product lines where webelieve we can effectively and profitably grow.We plan to expand our geographical footprint and enter other coastal special

128、ty markets where webelieve the market opportunity is similar to Florida,while also expanding our product offerings and introducing new lines such as commercialresidential and E&S products.The commercial residential line of business in insurance refers to insurance products designed to protect busine

129、ssesthat own or operate residential properties.These properties can include apartment complexes,condominiums,multi-family homes,and other typesof residential units that are owned by corporations,property managers,or real estate investment companies.Relatedly,we recently acquiredPawtucket Insurance C

130、ompany(“PIC”),a Rhode Island-domiciled P&C insurance company,from a subsidiary of Heritage Insurance Holdings,Inc.PIC was placed in rehabilitation in May 2023,is currently inactive and has no policies in force or outstanding claims.The transaction receivedregulatory approval from the Rhode Island De

131、partment of Business RegulationInsurance Division in early 2025 and closed on February 6,2025.We intend to re-domicile PIC to South Carolina and rename it Slide Specialty Insurance Company.The re-domiciliation of PIC will require theapproval of the South Carolina Department of Insurance,which is not

132、 expected to be received prior to the consummation of this offering.In the E&S insurance market,insurance carriers are licensed on a“non-admitted”basis.The excess and surplus lines market often offersinsurance carriers more flexibility in terms,conditions and rates than does the admitted market.We b

133、elieve this will allow us to leverage our deepunderwriting and claims expertise while growing our profitable business and increasingly diversify risks within our portfolio.Maintaining a conservative investment portfolioWe complement our strong reserve position with a conservative investment portfoli

134、o overseen by BlackRock Investment Management,LLC(“BlackRock”).Our portfolio is mainly comprised of cash and cash equivalents and investment-grade fixed maturity securities.Our fixed maturitysecurities together comprised 99%of our total investment portfolio as of March 31,2025,had a weighted average

135、 effective duration of 3.52 yearsas of March 31,2025,and an average fixed income credit rating of AA-(Standard&Poors)as of March 31,2025.Industry OverviewCoastal specialty marketsAccording to the U.S.Census Bureau,as of 2017,approximately 14%of the total U.S.population(today,approximately 44 million

136、 people)lived within 129 coastline counties along the Atlantic seaboard.While the property catastrophe risk along the seaboard is not as high as Florida,itmakes up a significant portion of the remaining U.S.property catastrophe limit.As we enter new coastal territories,we believe we can takeadvantag

137、e of this opportunity to significantly expand the size of our business and explore the expansion of our business into other complementarybusiness lines and organic distribution channels.As of the end of 2024,Florida was the 3rd largest U.S.state with a population of approximately 23 million.The stat

138、e has seen strongpopulation growth over the last decade amounting to over 17%since 2013.According to the Weldon Cooper Center for Public Service at theUniversity of Virginia,the state population is projected to further expand by 32%to approximately 29 million by 2040.As a result of this growth,there

139、 has been a sharp increase in the number of residential properties in the state.Combined with the recent inflationary trends,this has driven anincrease in the TIV of residential properties.This,along with inflationary trends and pullback of insurance capacity,has provided additionaltailwinds to the

140、homeowners and commercial residential insurance 62025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm12/260Table of Contentsmarket in Florida.As a result,the total homeowners premiums in Florida have grown from$8.4 billion in 2012 to$14.4 billion in 2

141、022.Webelieve this trend will continue and accelerate top line growth for the foreseeable future.Due to its location,Florida is exposed to an increased risk of hurricanes during the Atlantic hurricane season,which usually spans fromJune 1 through November 30.Over the past 20 years,several significan

142、t hurricanes have made landfall in Floridaincluding Charley,Frances,Ivan and Jeanne(2004);Katrina,Rita and Wilma(2005);Irma(2017);Michael(2018);lan(2022);Helene(2024)and Milton(2024).Consequentially,personal residential insurance and claims servicing are vitally important to Florida residents.The Fl

143、orida personal residential insurance market is highly fragmented and dominated by in-state specialists,including Citizens,Floridas“insurer of last resort.”Citizens was created in 1992 through a combination of the Florida Residential P&C Joint Underwriting Association andFlorida Windstorm Underwritin

144、g Association in the aftermath of Hurricane Andrew,a category five hurricane that caused significant insured losses.The landfall of Hurricane Andrew led to significant dislocation in the Florida property insurance market,which continued to accelerate followingthe 2004 and 2005 hurricane seasons.As a

145、 result of this catastrophe risk and the associated losses,large national carriers have reduced their share of the market in Florida from62%in 1999 to 28%in 2022,creating a meaningful opportunity for the regional carriers.While the regional carriers are willing to increase theirrisk exposure,most of

146、 them are unable to take advantage of the supply/demand imbalance due to their weak capitalization,prior accident yearlosses and reserve development concerns,and catastrophe retention costs.In addition,besides Slide,no significant new capital has entered themarket recently to take advantage of this

147、market dislocation.When private carriers reduce their exposure in Florida,Citizens steps in to provide personal homeowners and commercial residentialinsurance to Florida residents.As a result,following the events of 2004 and 2005,Citizens policy count grew from roughly 810,000 in 2005 to apeak level

148、 of approximately 1.5 million in late 2011.In 2012,Citizens reformed its takeout process to increase private market participation.Citizens reforms combined with a multi-year decline in reinsurance rates and no hurricane losses in Florida increased the demand for Citizenstakeouts,allowing its policy

149、count to drop to a low of 427,000 in 2018.Market conditions began to decline following Hurricanes Irma and Michael,resulting in rising reinsurance costs.These increasing costs,combined with a significant increase in Assignment of Benefits(“AOB”)and theperception of litigation abuse by Floridas trial

150、 bar resulted in Citizens policy count beginning to rise;by 2023 it had reached 1.4 million policies.For the year ended December 31,2023,Citizens was the largest homeowner insurance provider in Florida by direct premiums written,with amarket share of approximately 25%.For the same period,we ranked 6

151、th in Florida,with a market share of approximately 4%after just two years inoperation.Recent legislative changes combined with our position as a leading and well-capitalized carrier within the Florida market positions uswell to continue our growth through the acquisition of additional Citizens polic

152、ies.Recent Florida legislative developmentsIn recent years,the Florida homeowners and commercial residential landscape experienced unprecedented social inflation resulting fromoutsized attorney fees and AOB abuse whereby insurers were generally unprotected from frivolous claims and litigation abuses

153、.The two maindrivers of the abuse were AOBs,a process that assigns the homeowners insurance claim to contractors who can then inflate the claim,andFloridas unique one-way attorney fee statute that required insurance companies to pay the plaintiffs attorney fees,which were regularly inflated,ifthe pl

154、aintiff recovered any amount from the insurance company.The combination of these two factors,together with hurricane losses from Irmaand Michael,resulted in a dramatic increase in claim frequency,severity,litigation and litigation expenses that negatively impacted the Floridamarket,caused 72025/6/10

155、 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm13/260Table of Contentswidespread underwriting losses,significant increases to reinsurance pricing,a decline in underwriting capacity and numerous Florida insurerinsolvencies.As a result of the deteriorating

156、market conditions,Florida passed comprehensive reforms to improve the Florida insurance market.Through a special session held in May 2022,the legislature passed Senate Bill 2D and Senate Bill 4D to specifically address a number ofthese issues.Key items in this legislation(i)included a new$2 billion

157、reinsurance program which allowed insurers to obtain reimbursement forhurricane losses below the FHCF retention limits,(ii)introduced stricter standards for the award of higher attorney fees in property insurancelitigation,(iii)created more stringent requirements for AOB and made it possible for a c

158、arrier to recover attorney fees when they had a suitdismissed and(iv)created a statutory exception to the Florida building code,making it possible to repair certain roofs instead of replacing them.Subsequently,in December 2022,the Florida Legislature passed Senate Bill 2-A which had the effect of(i)

159、eliminating one-way attorney feesfor property claims,(ii)prohibiting AOB,(iii)shortening the time to file/reopen claims from two years to one year,(iv)eliminating attorney feemultipliers and(v)making it more difficult to allege bad faith in insurance suits.These historic tort reforms have significan

160、tly improved marketconditions in Florida.However,these measures remain subject to future challenges from interested parties.Removing policies from Citizens has been difficult historically because the policyholder could refuse to leave Citizens if their policy wasselected for assumption by the privat

161、e market.The Florida Legislature also revised the Citizens takeout process to make it easier for privateinsurers to assume policies from Citizens by eliminating the policyholders ability to reject a takeout out offer if the renewal premium in the privatemarket is within 20%of Citizens renewal premiu

162、m.This legislative change has simplified the takeout process and makes it much easier for privateinsurers to assume policies from Citizens.Given that our business today is primarily concentrated in the Florida homeowners and commercialresidential market,we believe these legislative developments are

163、constructive to the efficiency and competitive dynamics of the market in whichwe operate.Recent DevelopmentsWe have recently fully placed our 2025-2026 indemnity based,catastrophe excess-of-loss reinsurance program for our insurance subsidiary,SIC,which became effective as of June 1,2025.Key highlig

164、hts of the 2025-2026 catastrophe reinsurance program include:The reinsurance program provides coverage of$2.48 billion for a single catastrophic event.The total coverage provided for alloccurrences is$3.17 billion,representing an increase of$738 million or 30%over the Companys 2024-2025 reinsurance

165、program.The total incurred net consolidated catastrophe reinsurance premiums ceded are expected to total$431 million for the treaty year.The program includes multi-year indemnity coverage totaling$460 million sourced through 2024 and 2025 catastrophe bonds issuedby Purple Re Ltd.Our net retention is

166、$95 million for the first event and$78 million for the second event.We have dedicated third event coverage for2025 of$82 million.Florida Hurricane Catastrophe Fund participation of 90.0%,consistent with the 2024-2025 program.The entire program is indemnity based,with no parametric covers.All reinsur

167、ers participating in our 2025-2026 catastrophereinsurance program are rated A-or better by A.M.Best or are fully collateralized.The increased coverage and net retention associated with the catastrophe excess of loss reinsurance program reflects the Companysgrowth in written premium,exposure and stat

168、utory capital.82025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm14/260Table of ContentsThe Company currently expects to enter into material definitive agreements with respect to its 2025-2026 reinsurance program in the thirdquarter of 2025.Summary

169、Risk FactorsOur business is subject to numerous risks and uncertainties,including those highlighted in the section titled“Risk Factors”immediatelyfollowing this prospectus summary.These risks include the following:Our limited operating history,which make our business and future prospects difficult t

170、o evaluate;Whether our“Slide”brand becomes as widely known as incumbents brands or becomes tarnished;Failure to establish accurate reserves,failure to adjust claims accurately,the denial of claims or our failure to accurately and timelypay claims;Our ability to expand within the United States and ad

171、ditional costs and risks we will be subject to as a result;Intense competition in the segments of the insurance industry in which we operate;If reinsurance is unavailable at current levels and prices,and the counterparty risk we are subject to as a result;Examinations we are periodically subject to

172、by our state insurance regulators,which could result in adverse examination findings andnecessitate remedial actions;The historically cyclical nature of the insurance business,including the market for homeowners and commercial residential insurance,which may result in us experiencing periods with ex

173、cess underwriting capacity and unfavorable premium rates;The highly regulated environment we operate in and the variety of complex federal and state laws and regulations we are subject to;and Significantly increased costs we will incur and substantial management time we will devote as a result of op

174、erating as a publiccompany.Before you invest in our common stock,you should carefully consider all the information in this prospectus,including matters set forth underthe heading“Risk Factors.”Implications of Being an Emerging Growth CompanyAs a company with less than$1.235 billion(as adjusted for i

175、nflation pursuant to SEC rules from time to time)in revenue during our lastfiscal year,we qualify as an“emerging growth company”under the Jumpstart Our Business Startups Act of 2012(the“JOBS Act”).An emerginggrowth company may take advantage of reduced reporting requirements and is relieved of certa

176、in other significant requirements that are otherwisegenerally applicable to public companies.As an emerging growth company:we may present as few as two years of audited financial statements and two years of related managements discussion and analysis offinancial condition and results of operations i

177、n this prospectus;we are exempt from the requirement to obtain an attestation report from our auditors on managements assessment of our internalcontrol over financial reporting under the Sarbanes-Oxley Act of 2002 for up to five years or until we no longer qualify as anemerging growth company;we are

178、 permitted to provide reduced disclosure regarding our executive compensation arrangements pursuant to the rules applicable tosmaller reporting companies,which means we do not have to include a compensation discussion and analysis and certain otherdisclosures regarding our executive compensation;and

179、 we are not required to hold non-binding advisory votes on executive compensation.92025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm15/260Table of ContentsIn addition to the relief described above,the JOBS Act permits us an extended transition peri

180、od for complying with new or revisedaccounting standards affecting public companies.We have elected to use this extended transition period,which means that our consolidatedfinancial statements may not be comparable to the financial statements of public companies that comply with such new or revised

181、accountingstandards on a non-delayed basis.In this prospectus we have elected to take advantage of the reduced disclosure requirements relating to executive compensation,and in thefuture,we may take advantage of any or all of these exemptions for so long as we remain an emerging growth company.We wi

182、ll remain anemerging growth company until the earliest of(i)the end of the fiscal year during which we have total annual gross revenue of$1.235 billion(asadjusted for inflation pursuant to SEC rules from time to time)or more,(ii)the end of the fiscal year following the fifth anniversary of thecomple

183、tion of this offering,(iii)the date on which we have,during the previous three-year period,issued more than$1.0 billion in non-convertibledebt or(iv)the date on which we are deemed to be a“large accelerated filer”under the Securities Exchange Act of 1934,as amended.Our Organizational StructureThe fo

184、llowing diagram depicts our organizational structure immediately following our initial public offering assuming no exercise ofoutstanding options,after giving effect to the sale of the shares of common stock offered hereby.Corporate InformationWe were founded in March 2021 and incorporated in the St

185、ate of Delaware on March 2,2021.Our principal executive offices are located at4221 W.Boy Scout Blvd.,Suite 200,Tampa,Florida 33607 and our telephone number is(813)748-2030.Our Internet site .Our website and the information contained therein or connected thereto is not incorporated into this prospect

186、us or theregistration statement of which it forms a part.102025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm16/260Table of ContentsTHE OFFERING Common stock offered by us16,666,667 shares Common stock offered by the selling stockholders3,333,333 sh

187、ares Common stock to be outstanding immediately after thisoffering124,934,085 shares Over-allotment optionThe selling stockholders have granted the underwriters the right to purchase an additional3,000,000 shares of common stock to cover over-allotments.Nasdaq Global Select Market stock symbol“SLDE”

188、Use of proceedsWe estimate that the net proceeds to us from this offering will be approximately$236.5 million,assuming an initial public offering price of$16.00 per share(the midpointof the range set forth on the cover page of this prospectus),after deducting estimatedunderwriting discounts and comm

189、issions and estimated offering expenses.Each$1.00increase(decrease)in the public offering price per share would increase(decrease)our netproceeds,after deducting estimated underwriting discounts and commissions,by$15.5 million.We intend to use the net proceeds of this offering to enable us to underw

190、riteadditional policies,to fund the growth of our business and for general corporate purposes.We will not receive any proceeds from the sale of common stock by the sellingstockholders.See“Use of Proceeds.”Dividend policyWe currently intend to retain any future earnings for use in the operation of ou

191、r businessand do not intend to declare or pay any cash dividends in the foreseeable future.Our boardof directors may take into account a variety of factors when determining whether to declareany dividends,including(i)our financial condition,results of operations,liquidity andcapital requirements,(ii

192、)general business conditions,(iii)legal,tax and regulatorylimitations,(iv)contractual prohibitions and other restrictions,(v)the effect of anydividends on our financial strength or other ratings and(vi)any other factors that our boardof directors considers relevant.As a holding company without signi

193、ficant operations of our own,the principal sources ofour funds are dividends and other payments from our subsidiaries.The ability of ourinsurance subsidiaries to pay dividends to us is subject to limits under insurance laws of thestate or jurisdiction in which our insurance subsidiary is domiciled.I

194、n addition,the consentorders we entered into with the Florida Office of Insurance Regulation(the“FLOIR”)maydirectly or indirectly affect our ability to declare and pay or the amount of dividends.See“Dividend Policy.”112025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137

195、410/d739486ds1a.htm17/260Table of ContentsVoting rightsShares of common stock are entitled to one vote per share.For so long as the SubstantialOwnership Requirement is met,which is defined in our Stockholders Agreement asrequiring 10%of the aggregate number of outstanding shares of our common stock

196、to bebeneficially held by the Pre-IPO Significant Stockholders,the Pre-IPO SignificantStockholders will,among other things,be able to designate a majority of the nominees forelection to our board of directors,including the nominee for election to serve as Chairmanof the board of directors.See“Descri

197、ption of Capital Stock.”Directed share programAt our request,the underwriters have reserved up to 5%of the shares of common stockoffered by this prospectus for sale,at the initial public offering price,to certain individualsassociated with us and our stockholders.The sales will be administered by an

198、 affiliate ofMorgan Stanley&Co.LLC,an underwriter in this offering.The number of shares ofcommon stock available for sale to the general public will be reduced to the extent thesepersons purchase such reserved shares of common stock.Any reserved shares of commonstock that are not so purchased will b

199、e offered by the underwriters to the general public onthe same basis as the other shares of common stock offered by this prospectus.See“UnderwritingDirected Share Program.”Risk factorsYou should read the“Risk Factors”section of this prospectus for a discussion of factors tocarefully consider before

200、deciding to invest in shares of our common stock.The audited consolidated financial statements and unaudited condensed consolidated financial statements and related notes to those statementsincluded elsewhere in this prospectus have not been adjusted for the Stock Split,which will be effectuated aft

201、er the effectiveness of the registrationstatement of which this prospectus forms a part and before the completion of this offering.Unless otherwise indicated,all other share and per sharedata in this prospectus have been retroactively adjusted,where applicable,to reflect the Stock Split as if it had

202、 occurred at the beginning of theearliest period presented.The number of shares of common stock that will be outstanding after this offering is based on 108,267,418 shares of common stock outstanding asof March 31,2025,and gives effect to the Stock Split and the automatic conversion of all shares of

203、 Series A preferred stock held immediately priorto the closing of this offering into 51,374,125 shares of our common stock,which will occur upon the closing of this offering,but excludes:14,093,750 shares of common stock issuable upon the exercise of options outstanding as of March 31,2025 at a weig

204、hted averageexercise price of$0.84 per share(after giving effect to the Stock Split);12,000,000 shares of common stock reserved for future issuance under our 2025 Omnibus Incentive Plan(the“2025 Plan”);87,940 shares of common stock reserved for future issuance under our 2021 Equity Compensation Plan

205、(the“Prior Plan”);and 2,120,729 shares of common stock issuable upon the vesting and settlement of restricted stock units under our 2021 EquityCompensation Plan.122025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm18/260Table of ContentsUnless we spe

206、cifically state otherwise,all information in this prospectus assumes:the automatic conversion of all outstanding shares of our Series A preferred stock,$0.01 par value per share(the“Series A preferredstock”)into 51,374,125 shares of our common stock,which will occur upon the closing of this offering

207、;except in the case of the audited consolidated financial statements and unaudited consolidated financial statements and related notes tothose statements included elsewhere in this prospectus,the Stock Split,which will occur after the effectiveness of the registrationstatement of which this prospect

208、us forms a part;no exercise of the option to purchase additional shares of common stock by the underwriters;and the filing of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws immediatelyprior to the closing of this offering.132025/6/10 09:19S-

209、1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm19/260Table of ContentsSUMMARY CONSOLIDATED FINANCIAL AND OTHER DATAThe following tables present summary historical consolidated financial and other data of Slide Insurance Holdings,Inc.,along with itswholly owned su

210、bsidiaries.The summary historical consolidated financial and other data presented below do not purport to be indicative of the results that can beexpected for any future period and should be read together with“Capitalization,”“Managements Discussion and Analysis of Financial Conditionand Results of

211、Operations”and our consolidated financial statements and the related notes included elsewhere in this prospectus.Three Months EndedMarch 31,Year EndedDecember 31,2025 2024 2024 2023 (in thousands,except per share data)Statement of Operations Data:Revenues:Gross premiums written$278,249$244,628$1,333

212、,864$874,726 Change in unearned premiums 72,642 (7,267)(236,564)(279,641)Gross premiums earned$350,891$237,361$1,097,300$595,085 Ceded premiums earned (84,850)(49,254)(304,861)(153,673)Net premiums earned$266,041$188,107$792,439$441,412 Net investment income$13,807$9,563$47,061$20,932 Policy fees 1,

213、534 950 6,550 3,468 Other income 211 506 764 2,718 Total revenue$281,593$199,126$846,814$468,530 Expenses:Losses and loss adjustment expenses incurred,net$83,761$79,021$339,293$193,266 Policy acquisition and other underwriting expenses 28,572 17,080 85,970 58,564 General and administrative expenses

214、41,378 27,081 136,323 87,858 Interest expense 934 280 3,754 2,401 Depreciation expense 1,146 318 2,447 424 Amortization expense 1,895 1,987 7,868 8,193 Other operating expense 1,184 183 Total expense$157,686$125,767$576,839$350,889 Net income before income tax expense$123,907$73,359$269,975$117,641

215、Income tax expense 31,404 18,646 68,850 30,270 Net income$92,503$54,713$201,125$87,371 As of March 31,As of December 31,2025 2024 2024 2023 Share and Per Share Data(1)Total shares outstanding 56,893,292 56,224,168 56,224,168 56,224,168 Weighted average shares outstanding 56,600,290 56,224,168 56,224

216、,168 57,179,210 Basic income earnings per share$1.63$0.97$3.58$1.53 Diluted income earnings per share$0.75$0.45$1.67$0.72 Book value per share$9.36$7.70$7.70$4.23 (1)The Share and Per Share Data reflects the Stock Split.142025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/00011931252

217、5137410/d739486ds1a.htm20/260Table of Contents As of March 31,2025 (in thousands)Selected Balance Sheet Data:Cash and cash equivalents$613,675 Total invested assets 462,594 Total reinsurance recoverable on losses 307,405 Intangibles,net 5,798 Goodwill 2,603 Total assets$1,922,278 Loss and loss adjus

218、tment expense reserves$571,180 Unearned premiums 623,668 Long-term debt,net 37,578 Total liabilities$1,389,830 Total shareholders equity$532,448 Total liabilities and shareholders equity$1,922,278 Three Months EndedMarch 31,Year EndedDecember 31,2025 2024 2024 2023 Underwriting and Other Ratios Loss

219、 ratio(1)31.5%42.0%42.8%43.8%Expense ratio(2)27.4%24.7%29.5%35.2%Combined ratio(3)58.9%66.7%72.3%79.0%Combined ratio,excluding catastrophic losses&prior year claims development(4)60.8%56.7%55.7%69.3%Policy acquisition expense ratio(5)10.7%9.1%10.8%13.3%Debt to capitalization ratio(6)6.6%10.5%8.3%12.

220、9%Return on equity(7)19.2%20.7%60.0%46.9%Return on tangible equity(8)19.5%22.1%62.6%53.2%(1)The loss ratio is the ratio,expressed as a percentage,of losses and loss adjustment expenses to net premiums earned.(2)The expense ratio is the ratio,expressed as a percentage,of general and administrative ex

221、penses,policy acquisition expenses and otherunderwriting expenses to net premiums earned.(3)The combined ratio is the sum of the loss ratio and the expense ratio.A combined ratio under 100%generally indicates an underwritingprofit.A combined ratio over 100%generally indicates an underwriting loss.(4

222、)The combined ratio,excluding catastrophic losses&prior year claims development is a non-GAAP financial measure.We define thecombined ratio,excluding catastrophic losses&prior year claims development as the sum of the loss ratio,excluding losses associated withcatastrophic losses and prior year clai

223、ms development,and the expense ratio.We use the combined ratio,excluding catastrophic losses&prior year claims development as an internal performance measure in the management of our operations because trends in our business maybe obscured by current year catastrophe losses and prior year claims dev

224、elopment.Current year catastrophe losses cause our loss trends tovary significantly between periods as a result of their frequency of occurrence and magnitude,and can have a significant impact on thecombined ratio.Prior year claims development is caused by unexpected loss development on historical r

225、eserves.The combined ratio,excluding catastrophic losses&prior year claims development should not be viewed as a substitute for the combined ratio calculated inaccordance with GAAP and other companies may define the combined ratio,excluding catastrophic losses&prior year claims developmentdifferentl

226、y.A reconciliation 152025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm21/260Table of Contents of the combined ratio,excluding catastrophic losses&prior year claims development to the combined ratio,which is the most comparablefinancial metric prepa

227、red in accordance with GAAP,for the periods presented follows:Three Months EndedMarch 31,Year EndedDecember 31,2025 2024 2024 2023 Combined ratio 58.9%66.7%72.3%79.0%Effect of catastrophic losses on combined ratio 0.9%10.8%(19.5)%(10.6)%Effect of prior year claims development on combined ratio (2.7)

228、%(0.7)%2.9%0.9%Combined ratio,excluding catastrophic losses&prior year claims development 60.8%56.7%55.7%69.3%(5)Policy acquisition expense ratio is the ratio,expressed as a percentage,of policy acquisition expenses and other underwriting expenses to netpremiums earned.(6)Debt to capitalization is t

229、he ratio,expressed as a percentage,of total outstanding debt to total capitalization.(7)Return on equity represents net income expressed on an annualized basis as a percentage of average beginning and ending shareholdersequity during the period.Return on equity figures for the three months ended Mar

230、ch 31,2025 and 2024 are not annualized.(8)Return on tangible equity is a non-GAAP financial measure.We define tangible shareholders equity as shareholders equity less goodwilland other intangible assets.We define return on tangible equity as net income expressed on an annualized basis as a percentag

231、e of averagebeginning and ending tangible shareholders equity during the period.We regularly evaluate acquisition opportunities and have historicallymade acquisitions that affect shareholders equity.We use return on tangible equity as an internal performance measure in the management ofour operation

232、s because we believe it gives our management and other users of our financial information useful insight into our results ofoperations and our underlying business performance.Return on tangible equity should not be viewed as a substitute for return on equitycalculated in accordance with GAAP and oth

233、er companies may define return on tangible equity differently.A reconciliation of return ontangible equity to return on equity,which is the most comparable financial metric prepared in accordance with GAAP,for the periodspresented follows:Three Months EndedMarch 31,Year EndedDecember 31,2025 2024 20

234、24 2023 (in thousands,except percentages)Numerator:Net Income$92,503$54,713$201,125$87,371 Denominator:Average shareholders equity 482,804 264,297 335,379 186,471 Less:Average goodwill and other intangibleassets (9,348)(17,170)(14,229)(22,250)Average tangible shareholders equity 473,456 247,128 321,

235、150 164,221 Return on tangible equity 19.5%22.1%62.6%53.2%Return on equity 19.2%20.7%60.0%46.9%Three Months EndedMarch 31,Year EndedDecember 31,2025 2024 2024 2023 Key Performance Indicators and Other Data Policies in Force 348,029 257,405 343,056 211,504 Average Premium per Policy$4,073$4,053$4,043

236、$4,116 162025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm22/260Table of ContentsRISK FACTORSAn investment in our common stock involves a high degree of risk and many uncertainties.You should carefully consider the specific factors listedbelow toge

237、ther with the other information included in this prospectus before purchasing our common stock in this offering.If any of the possibilitiesdescribed as risks below actually occurs,our business,results of operations and financial condition would likely suffer and the trading price of ourcommon stock

238、could fall,causing you to lose some or all of your investment.The following is a description of what we consider the key challenges andmaterial risks to our business and an investment in our common stock.Unless the context otherwise requires,all references in this subsection to the“Company,”“we,”“us

239、”or“our”refer to the business of Slide Insurance Holdings,Inc.,its subsidiaries,including Slide Insurance Company(the“Carrier”).Risks Relating to Our BusinessWe have a limited operating history,and our business and future prospects are difficult to evaluate.We began operations in March 2021 and wrot

240、e our first policy on March 1,2022.We expect to make significant investments to further developand expand our business.In particular,we expect to continue to expend financial and other resources on marketing and advertising as part of ourstrategy to increase our customer base,which can result in exp

241、enses that exceed the related revenue generated in any given year.In addition,we expectto continue to increase our headcount significantly in the coming years.We may generate a net loss in the near term as we continue to make suchinvestments to grow our business.Despite these investments,we may not

242、succeed in increasing our revenue on the timeline that we expect or in anamount sufficient to lower a net loss or maintain profitable operations.Moreover,if our revenue declines,we may not be able to reduce costs in a timelymanner because many of our costs are fixed at least in the short term.In add

243、ition,if we reduce variable costs to respond to losses,this may limit ourability to sign up new customers and grow our revenues.Accordingly,we may not achieve or maintain profitability,and we may incur significant lossesin the future.In addition,a substantial portion of our historical revenue has be

244、en generated from policies assumed from Citizens Property Insurance Corporation(“Citizens”),created by the Florida legislature in 2002 as not-for-profit,tax-exempt,government entity to provide property insurance to eligible Floridaproperty owners unable to find insurance coverage in the private mark

245、et,as well as our acquisition of policies from several Florida insurance companiesand subsequent renewals of these policies.As of December 31,2024,approximately 56%of our 343,056 policies in force were assumed from Citizens.Our ability to participate in this program is subject to a variety of factor

246、s,including continuation of the program.There can be no assurance that Citizenswill decide to continue the depopulation program for a significant period of time,or at all.Our ability to grow our premium base may depend upon theavailability of future policy assumptions and acquisitions upon acceptabl

247、e terms.Opportunities to acquire large numbers of policies from Citizensmeeting our strict underwriting criteria have diminished over certain historical periods as a result of the volatility of the Florida property insurancemarket.We cannot provide assurance that such opportunities will increase in

248、the future.Our success and ability to grow our business depends on retaining and expanding our customer base.If we fail to add new customers or retaincurrent customers,our business,results of operations and financial condition could be harmed.We believe that the growth of our business and revenue de

249、pends upon our ability to retain our existing customers and add new customers in ourcurrent geographic markets and in the markets in which we expand.While we have experienced significant customer growth since we commencedoperations,we may not be able to maintain this growth and our customer base cou

250、ld shrink over time.Our ability to attract new customers and retain existing customers depends on our ability to continue providing positive insurance-buying andclaims-filing customer experiences,competitive pricing and adequate 172025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/00

251、0119312525137410/d739486ds1a.htm23/260Table of Contentsinsurance coverage.In order to maintain this reputation,we may be required to incur significantly higher marketing expenses,costs related to improvingour service,and lower margins in order to attract new customers and retain existing customers.I

252、f we fail to remain competitive on customer experience,pricing and insurance coverage options,our ability to grow our business and generate revenue by attracting and retaining customers may be adverselyaffected.There are many factors that could negatively affect our ability to grow our customer base

253、,including if:we fail to effectively use search engines,social media platforms,content-based online advertising and other online sources for generatingtraffic to our website;potential customers in a particular marketplace or generally do not meet our underwriting guidelines;our competitors mimic our

254、 digital platform or develop other innovative services,causing current and potential customers to purchase theirinsurance products instead of our products;we lose customers to new market entrants and/or existing competitors;we do not obtain regulatory approvals necessary for expansion into new marke

255、ts or in relation to our products(such as line,form,underwriting and rating approvals)or such approvals contain conditions that impose restrictions on our operations(such as limitations ongrowth);our digital platform experiences disruptions;we suffer reputational harm to our brand resulting from neg

256、ative publicity,whether accurate or inaccurate;we fail to expand geographically;we fail to offer new and competitive products;customers have difficulty installing,updating or otherwise accessing our website on mobile devices or web browsers as a result of actionsby us or third parties;technical or o

257、ther problems frustrate the customer experience,particularly if those problems prevent us from generating quotes or payingclaims in a fast and reliable manner;or we are unable to address customer concerns regarding the content,data privacy and security of our digital platform.Our inability to overco

258、me these challenges could impair our ability to attract new customers and retain existing customers,and could have amaterial adverse effect on our business,results of operations and financial condition.The“Slide”brand may not become as widely known as incumbents brands or the brand may become tarnis

259、hed.Many of our competitors have brands that are well recognized.As a relatively new entrant into the insurance market,we have spent considerablemoney and other resources to create brand awareness and build our reputation.We may not be able to build brand awareness,and our efforts at building,mainta

260、ining and enhancing our reputation could fail.There are manyfactors that,whether valid or not,could diminish confidence in our brand,which could adversely affect our reputation,business,results of operationsand financial condition,including:complaints or negative publicity about our business practic

261、es;our marketing and advertising campaigns;our compliance with applicable laws and regulations;182025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm24/260Table of Contents the integrity of the data that we provide to customers or business partners;da

262、ta privacy and security issues;business practices or adverse financial developments;perceptions of our corporate governance or social responsibility;the conduct of our officers or employees;the actions of a significant customer or other business with which we do business;or other aspects of our busi

263、ness.As we expand our product offerings and enter new markets,we must continue to establish our reputation in an expanded marketplace,and to theextent we are not successful in this endeavor,our business,results of operations and financial condition could be adversely affected.There can be noassuranc

264、e that we will be able to maintain or enhance our reputation,and failure to do so could materially adversely affect our business,results ofoperations and financial condition.If we are unable to maintain or enhance consumer awareness of our brand cost-effectively,our business,results ofoperations and

265、 financial condition could be materially adversely affected.The negative impacts of these or other events may be aggravated as consumers and other stakeholders increase their expectations regardingcorporate conduct and responsibility.These impacts may be further complicated by the fact that their pe

266、rceptions are formed through rapid and broadinteractions using modern communication and social media tools over which we have no control.Any such event could decrease demand for ourproducts,reduce our ability to recruit and retain employees and lead to greater regulatory scrutiny of our businesses.A

267、 failure to establish accurate reserves,a failure to adjust claims accurately,the denial of claims or our failure to accurately and timely payclaims could materially and adversely affect our business,results of operations and financial condition.We must accurately and timely evaluate and pay claims

268、that are made under our policies,including establishing accurate reserves.Many factorsaffect our ability to pay claims accurately and timely and establish accurate reserves,including the efficacy of our claims processing software,thetraining and experience of our claims adjusters and third-party cla

269、ims administrators and our ability to develop or select and implement appropriateprocedures and systems to support our claims functions.The speed by which we process and pay claims is a differentiating factor for our business and an increase in the average time to process claimscould undermine our r

270、eputation and position in the insurance marketplace.Any failure to pay claims accurately or timely could also lead to regulatoryand administrative actions or material litigation,or result in damage to our reputation,any one of which could materially and adversely affect ourbusiness,results of operat

271、ions and financial condition.If our claims adjusters or third-party claims administrators are unable to effectively process our volume of our customers claims,our ability togrow our business while maintaining high levels of customer satisfaction could be compromised,which in turn,could adversely aff

272、ect our business,results of operations and financial condition.Our actual incurred losses may be greater than our loss and loss adjustment expense reserves,which could have a material adverse effect on ourbusiness,results of operations and financial condition.Our financial condition and results of o

273、perations depend on our ability to accurately assess potential losses and loss adjustment expenses under theterms of the policies we underwrite.Reserves do not represent an exact 192025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm25/260Table of Con

274、tentscalculation of liability.Rather,reserves represent an estimate of what the expected ultimate settlement and administration of claims will cost,and theultimate liability may be greater or less than the current estimate.In our industry,there is always the risk that reserves may prove inadequate a

275、s it ispossible for us to underestimate the cost of claims and claims administration.We base our estimates on our assessment of known facts and circumstances,as well as estimates of future trends in claim severity,claimfrequency,judicial theories of liability and other factors.These variables are af

276、fected by both internal and external events that could increase ourexposure to losses,including changes in actuarial projections,claims handling procedures,inflation,severe weather,climate change,economic andjudicial trends and legislative changes.We regularly monitor reserves using new information

277、on reported claims and a variety of statistical techniques toupdate our current estimate.Our estimates could prove to be inadequate,and this underestimation could have a material adverse effect on our financialcondition.Recorded claim reserves,including case reserves and incurred but not reported(“I

278、BNR”)claims reserves,are based on our estimates of lossesafter considering known facts and interpretations of the circumstances,including settlement agreements.Additionally,models that rely on theassumption that past loss development patterns will persist into the future are used.Internal factors ar

279、e considered including our experience with similarcases,actual claims paid,historical trends involving claim payment patterns,pending levels of unpaid claims,loss management programs,product mix,contractual terms and changes in claim reporting and settlement practices.External factors are also consi

280、dered,such as court decisions,changes in lawand litigation imposing unintended coverage.We also consider benefits,such as disallowing the use of benefit payment schedules,requiring coveragedesigned to cover losses that occur in a single policy period to losses that develop continuously over multiple

281、 policy periods or requiring the availabilityof multiple limits.Regulatory requirements and economic conditions are also considered.Since reserves are estimates of the unpaid portion of losses that have occurred,including IBNR losses,the establishment of appropriate reserves,including reserves for c

282、atastrophes,is an inherently uncertain and complex process that is regularly refined to reflect current estimation processes andpractices.The ultimate cost of losses may vary materially from recorded reserves and such variance may adversely affect our results of operations andfinancial condition as

283、the reserves and reinsurance recoverables are re-estimated.If any of our insurance reserves should prove to be inadequate for the reasons discussed above,or for any other reason,we will be required toincrease reserves,resulting in a reduction in our net income and shareholders equity in the period i

284、n which the deficiency is identified.Future lossexperience substantially in excess of established reserves could also have a material adverse effect on future earnings and liquidity and financial rating,which would affect our ability to attract new business or to retain existing customers.Our succes

285、s depends on our ability to accurately price the risks we underwrite.Our results of operations and financial condition depend on our ability to underwrite and set premium rates accurately for a wide variety of risks.Rate adequacy is necessary to generate sufficient premiums to pay losses,loss adjust

286、ment expenses,reinsurance costs and underwriting expenses and toearn a profit.In order to price our products accurately,we must collect and properly analyze a substantial amount of data;develop,test and applyappropriate rating formulas;closely monitor and timely recognize changes in trends;and proje

287、ct both severity and frequency of losses with reasonableaccuracy.Our ability to successfully perform these tasks,and as a result price our products accurately,is subject to a number of risks and uncertainties,some of which are outside our control,including:the availability of sufficient reliable dat

288、a and our ability to properly analyze available data;regulatory delays in approving filed rate changes;the uncertainties that inherently characterize estimates and assumptions;202025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm26/260Table of Conten

289、ts our selection and application of appropriate rating and pricing techniques;changes in legal standards,claim resolution practices and restoration costs;and legislatively imposed consumer initiatives.In addition,we could underprice risks,which would negatively affect our profit margins.We could als

290、o overprice risks,which could reduce thenumber of policies we write and our competitiveness.In either event,our profitability could be materially and adversely affected.Serving as the Managing General Agency(“MGA”)for the Carrier results in the Carrier being our primary customer.As MGA for the Carri

291、er,we have an interest in the growth of the Carrier as our earnings are largely generated from management fees based on the affiliated assumed anddirect premiums earned by the Carrier.If the Carriers ability to grow or renew policies were adversely affected,the premium revenue of theCarrier would be

292、 adversely affected,which would reduce our management fee revenue.Our direct,wholly-owned subsidiary,Slide MGA,LLC serves as MGA for the Carrier,performing various business functions,such asunderwriting,binding,policy administration,claims and distribution on behalf of the Carrier,and,as such,we ear

293、n a management fee,calculated as apercentage of the assumed and direct premiums earned by the Carrier.For further discussion,see“If the management fee rate paid by the Carrier isreduced or if there is a significant decrease in the amount of affiliated assumed and direct premiums earned by the Carrie

294、r,revenues and profitabilitycould be materially adversely affected.”below.Unfavorable changes in macroeconomic conditions,including declining consumer confidence,inflation,high unemployment and the threat ofrecession,among others,may lead the Carriers customers to modify coverage,not renew policies

295、or even cancel policies,which could adversely affectthe premium revenue of the Carrier,and consequently our management fee.If the management fee rate paid by the Carrier is reduced or if there is a significant decrease in the amount of affiliated assumed and directpremiums earned by the Carrier,reve

296、nues and profitability could be materially adversely affected.Because of our MGA structure,we are dependent upon management fees paid by the Carrier,which,along with agency commissions from theCarrier and third-party carriers,represent one of our primary sources of revenue.Accordingly,any reduction

297、in premiums for policies earned by theCarrier on the management fee rate would have a negative effect on our revenues and net income.The management fee rate and the claims fee rate may be adjusted as agreed to by the MGA and the Carrier.Any such adjustments to the fee ratesare subject to the written

298、 approval by the FLOIR.Our ability to compete in the property and casualty insurance industry and our ability to expand our business is partially dependent on usmaintaining our Demotech,Inc.rating,and may be negatively affected by the fact that we do not have a rating from AM Best Company.The Carrie

299、r currently has a Financial Stability Rating(“FSR”)of A,Exceptional from Demotech,Inc.(“Demotech”),a financial analysis firm thatprovides FSRs and consulting services for property and casualty insurance companies and title underwriters.Demotech provides financial stabilityratings to insurance compan

300、ies of all sizes.When providing a rating,Demotech evaluates total assets,liabilities,revenues and expenses,working capital,administrative expenses,net income,surplus,receivables,amount of business written,industry focus and business model,among others.Below isDemotechs rating scale:A”(A Double Prime

301、),Unsurpassed:100%of insurers with this rating are expected to have a positive surplus at least 18 months from theinitial date of rating assignment;212025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm27/260Table of Contents A(A Prime),Unsurpassed:99

302、%of insurers with this rating are expected to have a positive surplus at least 18 months from the initial dateof rating assignment;A,Exceptional:97%of insurers with this rating are expected to have a positive surplus at least 18 months from the initial date of ratingassignment;S,Substantial:95%of in

303、surers with this rating are expected to have a positive surplus at least 18 months from the initial date of ratingassignment;M,Moderate:90%of insurers with this rating are expected to have a positive surplus at least 18 months from the initial date of ratingassignment;and L,Licensed:These companies

304、have been assessed but have not been given one of the financial strength ratings listed above.While our Demotech rating has proved satisfactory to date,we cannot assure that this rating will remain at its current level.Furthermore,we donot currently have a rating from AM Best Company,a U.S.-based cr

305、edit rating agency(“AM Best”).We do not currently intend to seek a rating fromAM Best because,in order to receive a satisfactory rating from AM Best,we would be required to forgo certain revenues and efficiency of size.It ispossible that some prospective customers may be reluctant to do business wit

306、h a company that is not rated by AM Best and not having an AM Bestrating may prevent us from expanding our business or limit our access to credit from certain financial institutions,which may in turn limit our ability tocompete with large,national insurance companies and certain regional insurance c

307、ompanies.Our limited operating history makes it difficult to evaluate our current business performance,implementation of our business model and ourfuture prospects.We launched our business to sell homeowners and commercial residential insurance in 2021 and have a limited operating history.Due to our

308、limited operating history and rapid growth we have experienced since we began operations,our operating results are difficult to predict and ourhistorical results may not be indicative of,or comparable to,our future results.In addition,we have limited data to validate key aspects of our businessmodel

309、.We cannot provide any assurance that the data that we collect will provide useful measures for evaluating our business model.Our inability toadequately assess our performance and growth could have a material adverse effect on our brand,business,results of operations and financial condition.We may p

310、ursue opportunities to participate in Citizens take-out program and directly assume policies issued by Citizens to policyholders whowere otherwise unable to obtain private insurance.Take-out opportunities are subject to a number of timing and execution risks,and we may failto participate in Citizens

311、 take-out programs on terms that are ultimately profitable to us,or at all.Citizens acts as Floridas state-owned insurer of last resort,and is the largest homeowners insurer in Florida as measured by premiums in-force.From time to time,Citizens transfers certain of its existing policies to private c

312、ompanies in order to reduce the State of Floridas risk exposure.Weparticipated in seven take-out opportunities in 2024,assuming 135,974 policies.The Citizens personal residential policies assumed in 2024 represented39.6%of our policies in force and 52%of our premiums in force as of December 31,2024.

313、Although each policy we pursue from Citizens is run throughour standard underwriting procedures,the amount of data made available to us by Citizens may be less or different from what is available to us throughother channels.The lack of availability of this information may pose a material risk to our

314、 underwriting profitability with respect to any take-outs wepursue.Additionally,there can be no guarantee that Citizens will timely offer sizeable take-out opportunities to the private insurance market that wouldmeet our underwriting and profitability criteria or continue the depopulation program at

315、 all.While Citizens does replenish its policies after conductingtake-outs,there is no guarantee that such replenishments will meet our underwriting and profitability criteria or provide attractive take-out 222025/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d73948

316、6ds1a.htm28/260Table of Contentsopportunities for us in the future,and our financial condition may suffer as a result.In addition,there may be a negative perception regarding ourdepopulations from Citizens or the desirability of the policies we assume,which could adversely affect the price of our Co

317、mmon Stock.Further,the market for attractive take-out opportunities is highly competitive and is subject to a bidding process.If competing private insurersoffer a lower premium than us for the same policy,Citizens is required to allocate that policy to the insurer who offers the lowest premium.In th

318、e past,certain of our peers have been able to offer lower premiums than us when pursuing the same take-out opportunities.Other carriers may also choose tore-enter or expand their business in Florida in light of potential attractive take-out opportunities and generally improving market conditions on

319、the backof the legislative reforms in 2022.There is no guarantee that we will be able to renew these assumed policies,and a lack of renewals could have amaterial adverse effect on our business,results of operations and financial condition.Our expansion within the United States will subject us to add

320、itional costs and risks and our plans may not be successful.Our success depends in significant part on our ability to expand into additional markets in the United States.As of December 31,2024,the Carrieris legally permitted to write insurance in two states,Florida and South Carolina,which are home

321、to approximately 10%of the U.S.population.We havetargeted expansion to more states,but we cannot guarantee that we will be able to provide coverage in other states in the near term or at all.Moreover,one or more states could revoke our ability to operate,or implement additional regulatory hurdles th

322、at could inhibit our ability to obtain or maintain ourability to operate in such states.In addition to requiring additional management attention to operations over a broad geographic area,operating inadditional states may place strain on our finance,analytics,compliance,legal,engineering and operati

323、ons teams.We may incur significant operatingexpenses and may not be successful in our expansion for a variety of reasons,including:obtaining any required government approvals,licenses or other authorizations;complying with varying laws and regulatory standards,including with respect to the insurance

324、 business and insurance distribution,capitaland outsourcing requirements,data privacy,tax and local regulatory restrictions;competition from local incumbents that better understand the local market,may market and operate more effectively and may enjoygreater local affinity or awareness;and differing

325、 demand dynamics,which may make our product offerings less successful.If we invest substantial time and resources to expand our operations and are unable to manage these risks effectively,our business,results ofoperations and financial condition could be adversely affected.Expansion into new markets

326、 will require additional investments by us in both regulatory approvals and marketing.These incremental costs mayinclude hiring additional personnel,as well as engaging third-party service providers and other research and development costs.If we fail to grow ourgeographic footprint or if geographic

327、growth occurs at a slower rate than expected,our business,results of operations and financial condition could bematerially and adversely affected.If we are unable to expand our product offerings,our prospects for future growth may be adversely affected.Our ability to attract and retain customers and

328、 therefore increase our revenue depends in part on our ability to successfully expand our productofferings.We have historically concentrated our efforts exclusively on the homeowners and,beginning in the fourth quarter of 2024,commercialresidential insurance markets in order to achieve our long-term

329、 goals.Our success in the homeowners and commercial residential insurance marketdepends on our deep understanding of this industry.To penetrate new vertical markets,we will need to develop a similar understanding of those newmarkets and products and the associated business challenges faced by 232025

330、/6/10 09:19S-1/Ahttps:/www.sec.gov/Archives/edgar/data/1886428/000119312525137410/d739486ds1a.htm29/260Table of Contentsparticipants in them.Developing this level of understanding may require substantial investments of time and resources,and we may not be successful.Inaddition to the need for substa

331、ntial resources,insurance regulation could limit our ability to introduce new product offerings.Additionally,any newinsurance products could take months to be approved by regulatory authorities,or may not be approved at all.If we fail to penetrate new verticalmarkets successfully,our revenue may gro

332、w at a slower rate than we anticipate and our business,results of operations and financial condition could bematerially and adversely affected.In addition,our decision to expand our insurance product offerings beyond the homeowners and commercialresidential insurance market would subject us to addit

333、ional regulatory requirements specific to such insurance products,which,in turn,could require usto incur additional costs or devote additional resources to compliance.Intense competition in the segments of the insurance industry in which we operate could negatively affect our ability to attain or increaseprofitability.The homeowners and commercial residential insurance market is highly competitive