Ategrity Specialty Insurance Co Holdings

13. Commitments and Contingent Liabilities

Contingencies arise in the normal conduct of the Company’s operations and are not expected to have a material effect on the Company’s financial condition or results of operations. However, adverse outcomes are possible and could negatively affect the Company’s financial condition and results of operations. As of March 31, 2026, the Company was not subject to any known litigation.

14. Employee Benefits

The Company is party to multi-employer savings plans (the “Savings Plans”) which qualify under Section 401(k) of the U.S. Internal Revenue Code. Participants may contribute certain percentages of their pre-tax salary to the Savings Plans subject to statutory limitations. The Company matches employees’ contributions to the Savings Plans toone hundred percent, up to a maximum contribution of 5% of the participant’s earnings, subject to certain statutory limitations. For the three months ended March 31, 2026 and 2025, the expense associated with the Savings Plans totaled $0.3 million and $0.2 million, respectively.

The Company’s employees participate in a self-insured healthcare plan sponsored by ZIS. ZIS provides insurance to the Company’s employees pursuant to such plan and certain other employee benefits. For the three months ended March 31, 2026 and 2025, the Company recognized expense of

$0.7 million and $0.5 million, respectively, related to employee benefits provided by ZIS, including $0.6 million and $0.5 million, respectively, related to the employer portion of insurance premiums for the benefit of its employees.

15. Stockholders' Equity

Common Stock

As of March 31, 2026, the Company had 48,066,674 shares of common stock outstanding. No shares of preferred stock were issued or outstanding as of March 31, 2026. No dividends on common stock were declared or paid during the three months ended March 31, 2026.

Warrants

The Company has outstanding warrants to purchase shares of its common stock (the “Warrants”), which are classified within stockholders’ equity. As of March 31, 2026, the Warrants remained outstanding and unexercised. The Warrants are exercisable beginning on October 21, 2024 and have a contractual term of ten years from the issue date.

The Warrants consist of the following tranches:

•Tranche 1:1,079,605 warrants with an exercise price of $31.99 per share

•Tranche 2:375,147 warrants with an exercise price of $21.32 per share

In aggregate, the Warrants represent the right to purchase 1,454,752 shares of common stock, subject to customary anti-dilution adjustments. The Warrants may be exercised for cash or on a cashless basis, at the option of the holder. The Company determined that the Warrants are freestanding instruments indexed to its own common stock and meet the criteria for equity classification. Accordingly, the Warrants are recorded within additional paid-in capital and are not remeasured subsequent to issuance.

Pursuant to the waiver executed on August 5, 2025, the Warrants are not participating securities during the waiver period ending December 31, 2027 and are considered under the treasury stock method for diluted earnings per share when dilutive.

Other Capital Transactions

During the three months ended March 31, 2025, the Company issued 2,010,442 additional common shares to ZFSG, in exchange for U.S. Treasury bills of $20.0 million.

16. Share-Based Compensation

Equity Incentive Plans

The Company’s Equity Incentive Plan (the “2019 Equity Plan”) provided for restricted units, non-qualified incentive options and other unit-based awards for directors, officers and other employees. On June 10, 2025, the Company established the 2025 Incentive Plan (the “2025 Equity Plan”), under which various equity-based awards may be granted to directors, officers and other employees. No additional awards may be granted under the 2019 Equity Plan after the effectiveness of the 2025 Equity Plan; however, outstanding awards granted under the 2019 Equity Plan remain subject to their existing terms.

Total share-based compensation expense recognized was $220 thousand and $163 thousand for the three months ended March 31, 2026 and 2025, respectively. The related tax benefit recognized was $46 thousand and $34 thousand for the three months ended March 31, 2026 and 2025, respectively.

Non-Qualified Stock Options (“NQSOs”)

NQSOs generally have contractual terms offive toten years, and vest over three- orfive-year service periods. Certain awards include performance conditions in addition to service conditions, including awards that vested upon completion of the Company’s IPO.

For awards subject only to service conditions, compensation cost is recognized on a straight-line basis over the requisite service period. For awards subject to both service and performance conditions, compensation cost is recognized using a graded vesting attribution method when achievement of the performance condition is considered probable.

The following table summarizes NQSO activity for the three months ended March 31, 2026:

The following table summarizes NQSOs outstanding and exercisable as of March 31, 2026:

The aggregate intrinsic value represents the total pre‑tax intrinsic value (the excess of the closing stock price over the exercise price) of in‑the‑money options as of March 31, 2026.

As of March 31, 2026, unrecognized compensation expense related to unvested NQSOs was $2.2 million and is expected to be recognized over a weighted-average period of 4.9 years.

Restricted Stock Units (“RSUs”)

RSUs represent the right to receive shares of the Company’s common stock upon vesting. Holders of unvested RSUs do not have voting rights and are not entitled to dividends prior to vesting. Accordingly, unvested RSUs are not considered participating securities for purposes of calculating earnings per share.

Outstanding RSUs generally vest over athree-year service period. Certain historical RSU awards vested over afive-year service period, with the final tranche vesting during the three months ended March 31, 2025. Compensation expense is recognized on a straight-line basis over the applicable requisite service period.

The following table summarizes RSU activity for the three months ended March 31, 2026:

As of March 31, 2026, unrecognized compensation expense related to unvested RSUs was $110 thousand and is expected to be recognized over the remaining vesting period.

17. Segment Reporting

The Company operates asone operating segment with excess and surplus lines insurance business at its core. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer (“CEO”), who uses consolidated net income to make decisions about allocating resources and assessing performance for the entire Company. The measure of segment assets is reported in the condensed consolidated balance sheets as total assets.

The following table presents the Company’s operating results as evaluated by the CODM.

The table below presents gross written premium (“GWP”) by product group for the three months ended March 31, 2026 and 2025:

All long-term assets of the Company are based in the United States and similarly, all of the Company’s revenues are derived from customers based in the United States.

18. Earnings Per Share

The following table presents the calculation of basic and diluted EPS for the three months ended March 31, 2026 and 2025:

Common share and per-share data for prior periods have been retroactively adjusted to reflect the June 2025 reverse stock split and corporate conversion. Basic net earnings per share is computed by dividing net income available to stockholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

Unvested share-based payment awards, including restricted stock units and stock options, do not have nonforfeitable rights to dividends or dividend equivalents and therefore are not considered participating securities under ASC 260, Earnings Per Share. Such awards are included in diluted earnings per share using the treasury stock method when dilutive and when applicable vesting or performance conditions have been satisfied as of the reporting date.

Effective July 1, 2025, pursuant to the Waiver described in Note 15, Stockholders’ Equity, the Company no longer allocates earnings to the warrants under the two-class method during the waiver period and instead considers the Warrants under the treasury stock method for diluted EPS when dilutive.

For the three months ended March 31, 2026 and 2025, approximately 0.7 million and 0.6 million NQSOs, respectively, were excluded from the calculation of diluted EPS because their effect would have been anti-dilutive. For the three months ended March 31, 2026, all of the Company’s outstanding Warrants were excluded from the calculation of diluted EPS because their effect would have been anti-dilutive. The Warrants were out-of-the-money and ceased to be participating securities beginning July 1, 2025. For the three months ended March 31, 2025, the Company’s outstanding Warrants were treated as participating securities and, accordingly, were not considered in the calculation of diluted EPS under the treasury stock method.

19. Other Comprehensive Income

The following table summarizes the components of other comprehensive income for the three months ended March 31, 2026 and 2025:

20. Income Taxes

The Company uses the estimated annual effective tax rate method for calculating its tax provision in interim periods, which represents the Company's best estimate of the effective tax rate expected for the full year.

The Company’s effective tax rates were 20.6% and 20.9% for the three months ended March 31, 2026 and 2025, respectively. The effective tax rate differs from the federal statutory rate of 21.0% primarily due to non-taxable income attributable to pass-through investments, partially offset by non-deductible expenses.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law. Among other provisions, the OBBBA modifies the timing of deductions for depreciation and certain other capitalized costs for tax purposes. The Company evaluated the provisions of the OBBBA and determined that, while the changes will affect the timing of certain tax deductions, the overall impact of the legislation is not material to the Company’s condensed consolidated financial statements.

Tax Allocation Agreement

The Company is included in ZFSG’s consolidated Federal income tax return and in various combined state income tax returns. The Company entered into a Tax Allocation Agreement with ZFSG (the “Tax Agreement”) which governs the allocation of consolidated tax liability among the parties to the agreement, the reimbursement of ZFSG for payments of such liabilities, the compensation of affiliated companies of ZFSG for the use of its tax attributes and the allocation of refunds or subsequent adjustments to tax liabilities. Under the Tax Agreement, the Company paid to ZFSG $2.0 million in the three months ended March 31, 2026. During the three months ended March 31, 2025, $7.9 million of amounts due under the Tax Agreement were settled through the transfer of a portion of the Company’s investment interest in the Absolute Return Utility & Infrastructure Fund to ZFSG rather than through the payment of cash. As of March 31, 2026, $12.9 million was due to ZFSG under this agreement and is included in income tax payable in the condensed consolidated balance sheets.

21. Related Party Transactions

Technology Transactions

As part of the Technology Transactions as further described in Note 4, Investments, the Company obtained a license to continue using the technology assets in its operations at a cost of $0.8 million per annum, with the ability to non-renew the license at the end of each one-year period. The Company also agreed to provide services relating to the assets to ZTG with the actual internal and external costs incurred by the Company in performing the services to be paid by ZTG.

The following amounts were recorded in the three months ended March 31, 2026 and 2025, respectively, related to the Technology Transactions: (a) $0.2 million, and $0.3 million, respectively, of interest income on the Promissory Note, which is included in net investment income; (b) $0.2 million, and $0.2 million, respectively, of licensing fee expense, which is included in underwriting, acquisition and insurance expenses; and (c) $0.7 million, and $1.2 million, respectively, of service charges billed to ZTG, which are included in underwriting, acquisition and insurance expenses as an offset.

As of March 31, 2026 and December 31, 2025, the receivable from ZTG was $0.7 million and $0.6 million, respectively, and the payable to ZTG was $0.2 million and $0.2 million, respectively, included in other assets and accounts payable and accrued expenses, respectively, in the condensed consolidated balance sheets.

AtegrityOne Transaction

The Company entered into a transaction with ZTG, effective April 1, 2025, to acquire software developed by ZTG for the Company, for the purchase price of $3.2 million, which was paid following a redemption on March 31, 2025, of our interests from the Utility Limited Partnership in such amount. The Company recorded the acquired software in other assets in the condensed consolidated balance sheets.

Affiliate Service Agreements and Sublease

The Company entered into a Management & Cost Sharing Agreement effective September 30, 2023 with ZIS, pursuant to which, amongst other things, ZIS may provide certain Services (as defined therein) to the Company and its affiliates. Commencing October 1, 2024, ZIS began providing employee benefit administration services to the Company that were previously provided to the Company by a third-party vendor. As of March 31, 2026 and December 31, 2025, $0.7 million was due to ZIS under this agreement, included in accounts payable and accrued expenses in the condensed consolidated balance sheets. The Company’s expense related to such services provided by ZIS was $0.7 million and $0.5 million for the three months ended March 31, 2026 and 2025, respectively, included in underwriting, acquisition and insurance expenses in the condensed consolidated statements of operations.

On June 10, 2025, the Company entered into a Shared Services Agreement with ZFSG (the “Shared Services Agreement”), pursuant to which ZFSG provides the Company with certain services, such as, human resources, tax, legal and corporate secretary, transaction advisory, information technology and investor relations. The Company reimburses ZFSG for its out-of-pocket expenses incurred in the course of performing such services, on a cost-plus basis. The Shared Services Agreement also permits the Company to make use of ZFSG’s office space and facilities at 9 West 57th Street, New York, New York. The term of the Shared Services Agreement is for a period offive years, with automatic renewals fortwo-year periods thereafter. The Company’s expense related to the Shared Services Agreement was $0.1 million for the three months ended March 31, 2026, included in underwriting, acquisition and insurance expenses in the condensed consolidated statements of operations.

As described in Note 10, Leases, the Company subleases office space to ZFSG under a sublease agreement effective July 1, 2022. The base rent under the sublease is equal to the base rent payable by the Company under the related head lease, and the sublease and head lease are coterminous.

Ategrity Specialty Insurance Company Holdings IMA

The Company entered into an Amended & Restated Investment Management Agreement, dated October 1, 2024 (as amended, the “ASH IMA”) with the Investment Manager, pursuant to which we appointed the Investment Manager to manage a portfolio of assets and granted the Investment Manager the full and exclusive authority and discretion to effect investment transactions through the portfolio, subject to the Investment Guidelines set forth therein.

Ategrity Limited IMAs

Ategrity Limited entered into an Amended & Restated Investment Management Agreement, dated October 1, 2024 and an Investment Management Agreement, dated December 1, 2024 (as amended, the “Ategrity Limited IMAs”) with the Investment Manager, pursuant to which Ategrity Limited appointed the Investment Manager to manage portfolios of assets and granted the Investment Manager the full and exclusive authority and discretion to effect investment transactions through the portfolios, subject to the Investment Guidelines set forth in each Ategrity Limited IMA.

The Company recorded fees under the Ategrity Limited IMAs and the ASH IMA of $87 thousand and $51 thousand for the three months ended March 31, 2026 and 2025, respectively. The fees were included as an offset to net investment income in the condensed consolidated statements of operations. As of March 31, 2026 and December 31, 2025, $86 thousand and $87 thousand, respectively, was due to the Investment Manager under these agreements, and was included in accounts payable and accrued expenses in the condensed consolidated balance sheets.

MidCap Limited Partnership Agreement

On January 1, 2025, the Company entered into the Amended and Restated Limited Partnership Agreement with the MidCap Limited Partnership with an initial investment of $10 million, as further described in Note 4, Investments.

Withdrawal from the Utility Limited Partnership

As described in Note 3, Consolidated Variable Interest Entity, on March 31, 2025, the Company redeemed $97.2 million from the Utility Limited Partnership.

Loans to Affiliates

As described in Note 4, Investments, the Company has related party loans receivable from affiliates consisting of the Promissory Note issued by ZFSG and the ZIS Loan. The Company recorded interest income related to these investments of $1.5 million and $0.3 million for the three months ended March 31, 2026 and 2025, respectively, included in net investment income in the condensed consolidated statements of operations. During the three months ended March 31, 2026, ZIS paid $4.2 million of interest on the ZIS Loan. As of March 31, 2026, accrued interest receivable on the ZIS Loan was $0 and the Promissory Note was $0.2 million.

Advisory Fee

On March 31, 2025, ZFSG paid the Company an advisory fee equal to $940 thousand relating to certain advisory services provided to ZFSG by the Company that the Company recorded in other income in the condensed consolidated statements of operations and comprehensive income for the three months ended March 31, 2025. No similar advisory fee was recorded during the three months ended March 31, 2026.

Tax Allocation Agreement

The Company is party to the Tax Agreement with ZFSG, which governs the allocation of consolidated federal and state income tax liabilities and related settlements among members of the consolidated group. Refer to Note 20, Income Taxes for additional information regarding amounts paid or received under this agreement and balances due to ZFSG as of March 31, 2026 and December 31, 2025.

Employee Agreements

On May 16, 2025, ZFSG entered into a consulting agreement with the Company’s CEO, under which the CEO agreed to provide consulting services to a subsidiary of ZFSG for matters unrelated to the Company. Pursuant to the consulting agreement, ZFSG paid the CEO a $0.7 million consulting fee in May 2025 and an additional $0.3 million consulting fee pursuant to such agreement to be paid in 2026 remained payable as of March 31, 2026. The terms of the consulting agreement did not affect the CEO’s compensation as the Company’s CEO and any fees paid for consulting services were separate from his standard compensation.

On June 30, 2025, ZFSG entered into a letter agreement with the Company’s CEO appointing him as a board observer for ZFSG (“ZFSG Board Letter”) and ZIS entered into a letter agreement with the Company’s CEO appointing him as a director for ZIS (“ZIS Board Letter”). Under each of the ZFSG Board Letter and ZIS Board Letter, the Company’s CEO will receive a fee of $0.1 million per annum (pro-rated for partial years of service starting in 2027). ZIS and ZFSG may terminate their respective agreements at any time without notice. On July 25, 2025, ZFSG made a payment of $0.1 million to the Company’s CEO under the ZFSG Board Letter and ZIS made a payment of $0.1 million to the Company’s CEO under the ZIS Board Letter.

The Company’s CEO was an employee of the Investment Manager until the IPO. During 2025, the Investment Manager paid the Company’s CEO $0.4 million in salary for services provided to the Investment Manager and made a $0.7 million severance payment following the termination of his employment agreement with the Investment Manager. In 2026, the Investment Manager paid the Company’s CEO a pro-rated annual performance bonus for 2025 of $0.9 million in accordance with the terms of his employment agreement with the Investment Manager. The Company was not a party to the employment agreement and did not fund or reimburse any amounts paid by the Investment Manager under the agreement.

Capital Transactions

Capital transactions with ZFSG during the three months ended March 31, 2025 are described in Note 15, Stockholders’ Equity.

Stockholders’ Agreement

Following the pricing of the IPO, the Company entered into a stockholders’ agreement with ZFSG (the “Stockholders’ Agreement”). Pursuant to such Stockholders’ Agreement, ZFSG has the right, among other rights, to designate a specified number of directors to be nominated for election to the Company’s Board of Directors, based on ZFSG and its affiliates’ ownership percentages, calculated using the total shares of the Company’s common stock outstanding at such time.

Affiliate Balances

The amounts presented above are included in other assets and accounts payable and accrued expenses in the condensed consolidated balance sheets and primarily relate to technology services, shared services, and investment management arrangements described above.

22. Subsequent Events

The Company has evaluated subsequent events through the date these condensed consolidated financial statements were issued. Other than the event described below, no subsequent events have occurred that would require recognition or disclosure in these condensed consolidated financial statements.

On May 1, 2026, the Company, through Ategrity Limited, made an additional $10.0 million subscription in the Utility Limited Partnership. The Utility Limited Partnership is a consolidated variable interest entity of the Company, as described in Note 3, Consolidated Variable Interest Entity. The additional subscription increased the Company’s investment in the Utility Limited Partnership subsequent to March 31, 2026.