Note 20 -- Stock-Based Compensation

The Company grants stock-based awards to participants under HCI Group, Inc.'s 2012 Omnibus Incentive Plan (“HCI Plan”) and Exzeo Group, Inc.'s 2025 Omnibus Incentive Plan (“Exzeo Plan”). Stock-based compensation expense is included in general and administrative personnel expense in the consolidated statements of income and consisted of the following for the periods presented:

 

 

 

Years Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

Stock options

 

$

 

 

$

14

 

 

$

2,197

 

Restricted stock awards

 

 

8,368

 

 

 

6,909

 

 

 

4,224

 

Exzeo stock options

 

 

1,040

 

 

 

2,045

 

 

 

1,767

 

Exzeo restricted stock awards

 

 

1,562

 

 

 

1,221

 

 

 

1,160

 

Stock-based compensation expense

 

$

10,970

 

 

$

10,189

 

 

$

9,348

 

Stock-based compensation awards are classified as equity and awards related to the Exzeo Plan are included as a component of noncontrolling interest.

HCI Plan

 

As of December 31, 2025, there were 644,301 shares available for issuance under the HCI Plan to employees, directors, consultants, and advisors of the Company.

 

Stock Options

 

Stock options granted under the HCI Plan generally vest over a period of four years and are exercisable over the contractual term of ten years.

 

The following table summarizes activity related to stock options granted under the HCI Plan during 2025:

 

 

 

Number of
Options

 

 

Weighted
Average
Exercise
Price

 

 

Weighted
Average
Remaining
Contractual
Term

 

Aggregate
Intrinsic
Value

 

Outstanding as of December 31, 2024

 

 

590,000

 

 

$

51.54

 

 

4.9 years

 

$

37,523

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding as of December 31, 2025

 

 

590,000

 

 

$

51.54

 

 

3.9 years

 

$

82,687

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable as of December 31, 2025

 

 

590,000

 

 

$

51.54

 

 

3.9 years

 

$

82,687

 

 

In September 2023, the Company awarded its Chief Executive Officer stock options under the HCI Plan with market-based vesting conditions to purchase 150,000 shares of its common stock, which had a grant date fair value of $12.50. In December 2023, the award met the conditions for vesting and as a result, the unrecognized compensation balance related to the award was fully recognized. There were no stock options granted under the HCI Plan during 2025 and 2024.

 

There were no stock options under the HCI Plan that were exercised during 2025, 2024, and 2023.

 

There were no deferred tax benefits related to stock options under the HCI Plan during 2025, 2024, and 2023.

 

As of December 31, 2025, there was no unrecognized compensation expense related to stock options under the HCI Plan.

 

The following table provides assumptions used in the pricing model to estimate the fair value of the stock options granted under the HCI Plan during 2023:

 

 

 

2023

 

Expected dividend yield (%)

 

 

3.05

 

Expected volatility (%)

 

44.63 - 46.55

 

Risk-free interest rate (%)

 

4.49 - 5.49

 

Expected life (in years)

 

 

4.8

 

 

Restricted Stock Awards

 

Restricted stock awards granted under the HCI Plan may include service, performance, and market-based conditions. The requisite service period for restricted stock awards granted under the HCI Plan is generally three or four years.

 

The following table summarizes activity related to restricted stock awards under the HCI Plan during 2025, 2024, and 2023:

 

 

 

Number of
Restricted
Stock
Awards

 

 

Weighted
Average
Grant Date
Fair Value

 

Unvested as of December 31, 2022

 

 

342,459

 

 

$

39.86

 

Granted

 

 

13,000

 

 

$

55.40

 

Vested

 

 

(75,041

)

 

$

50.55

 

Forfeited

 

 

(9,001

)

 

$

55.68

 

Unvested as of December 31, 2023

 

 

271,417

 

 

$

37.12

 

 

 

 

 

 

 

Granted

 

 

269,200

 

 

$

87.06

 

Vested

 

 

(49,327

)

 

$

52.92

 

Forfeited

 

 

(5,175

)

 

$

53.07

 

Unvested as of December 31, 2024

 

 

486,115

 

 

$

63.00

 

 

 

 

 

 

 

Granted

 

 

51,330

 

 

$

182.51

 

Vested

 

 

(39,025

)

 

$

84.71

 

Forfeited

 

 

(3,785

)

 

$

112.67

 

Unvested as of December 31, 2025

 

 

494,635

 

 

$

73.31

 

 

In April 2024, the Company granted its Chief Executive Officer 200,000 restricted stock awards under the HCI Plan. These restricted stock awards will vest equally over a period of four years, with vesting dates of March 15, 2025, 2026, 2027, and 2028, under the condition that the price per share reaches $200 for a period of 30 consecutive trading days. There were no restricted stock awards granted under the HCI Plan with market-based vesting conditions during 2025 or 2023.

In May 2025, 193,500 restricted stock awards under the HCI Plan satisfied the required market condition for vesting as the price per share exceeded $140 for a period of 30 consecutive trading days. Consequently, the remaining unrecognized compensation cost is being recognized on a straight‑line basis over the twelve‑month period beginning on the date the market condition was achieved.

As of December 31, 2025, there were 393,500 unvested restricted stock awards under the HCI Plan with market conditions, of which 200,000 did not meet the requisite market conditions.

As of December 31, 2025, there was approximately $20,870 of total unrecognized compensation expense related to unvested restricted stock awards under the HCI Plan. The Company expects to recognize the remaining compensation expense over a weighted-average period of 2.5 years.

The following table summarizes information about deferred tax benefits recognized and tax benefits realized related to restricted stock awards and paid dividends, and the fair value of vested restricted stock awards under the HCI Plan during 2025, 2024, and 2023:

 

 

 

2025

 

 

2024

 

 

2023

 

Deferred tax benefits recognized

 

$

735

 

 

$

386

 

 

$

921

 

Tax benefits realized for restricted stock and paid dividends

 

$

1,660

 

 

$

1,145

 

 

$

866

 

Fair value of vested restricted stock

 

$

3,306

 

 

$

2,610

 

 

$

3,793

 

 

The following table provides assumptions used in the pricing model to estimate the fair value of restricted stock awards granted under the HCI Plan with market-based vesting conditions granted during 2024:

 

 

 

2024

 

Beginning price per share

 

$

109.91

 

Expected volatility (%)

 

 

42.50

%

Risk-free interest rate (%)

 

 

4.61

%

Term (in years)

 

 

0.004

 

Exzeo Plan

 

Prior to Exzeo's initial public offering, Exzeo maintained its 2021 Omnibus Plan under which shares of Exzeo common stock were authorized for issuance as stock-based compensation awards to employees, directors, consultants, and advisors of Exzeo. In connection with Exzeo's initial public offering, Exzeo terminated its 2021 Omnibus Plan and adopted the Exzeo Plan, which authorizes the issuance of up to 10,000,0000 shares of Exzeo's common stock. Awards outstanding under the Exzeo 2021 Omnibus Plan continue to be governed by the terms of that plan and are incremental to, and do not count against, the authorized share pool of the Exzeo Plan. As of December 31, 2025, there were 9,768,530 shares available for issuance under the Exzeo plan.

 

Exzeo Stock Options

 

As of December 31, 2025, there were 6,350,000 Exzeo stock options outstanding with a weighted-average exercise price of $23.00. All of the Exzeo stock options were fully vested, however, 6,000,000 were non-exercisable without approval from HCI Group, Inc.'s board of directors.

 

Exzeo Restricted Stock Awards

As of December 31, 2025, there were 2,541,593 unvested Exzeo restricted stock awards outstanding with a weighted average grant date fair value of $4.68. There was approximately $11,747 of total unrecognized compensation expense related to unvested Exzeo restricted stock awards, which is expected to be recognized over a weighted-average period of 4.6 years.

Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Feb 28, 2025
2023Mar 8, 2024
2022Mar 10, 2023
2021Mar 10, 2022
2020Mar 12, 2021

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.