HCI Group, Inc. Stock Compensation Disclosure
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 |
|
|
Weighted |
|
|
Weighted |
|
Aggregate |
|
|||
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 or four years.
The following table summarizes activity related to restricted stock awards under the HCI Plan during 2025, 2024, and 2023:
|
|
Number of |
|
|
Weighted |
|
||
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 Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Mar 8, 2024 | |
| 2022 | Mar 10, 2023 | |
| 2021 | Mar 10, 2022 | |
| 2020 | Mar 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.