Ategrity Specialty Insurance Co Holdings

1. Organization

Ategrity Specialty Insurance Company Holdings (the “Company”), formerly Ategrity Specialty Holdings LLC, converted from a Delaware limited liability company to a Nevada corporation (the “Corporate Conversion”) concurrent with its initial public offering (“IPO”) on June 11, 2025. The Company, which formed in 2017 and commenced operations in 2018, is an insurance holding company and conducts its operations principally through its wholly owned subsidiaries providing excess and surplus lines insurance and reinsurance products. The Company is majority owned by Zimmer Financial Services Group LLC (“ZFSG”), a financial services holding company with operations in the insurance and asset management industries. The following are the Company’s operating subsidiaries:

•Ategrity Specialty Insurance Company (“Ategrity Specialty”), which is registered in Delaware and organized for the purpose of writing excess and surplus lines insurance on a non-admitted basis in the United States.

•Ategrity Specialty Insurance Limited (“Ategrity Limited”) was incorporated under the laws of Bermuda (owned through Ategrity Specialty Holdings Limited, an intermediate holding company domiciled in Bermuda) for the sole purpose of providing quota-share insurance to Ategrity Specialty.

The Company and its subsidiaries own approximately 97.2% of ZP Utility Insurance Fund, L.P. (the “Utility Limited Partnership”). The Utility Limited Partnership operates as a feeder fund in a “master-feeder” structure, in which the Utility Limited Partnership invests substantially all its assets in ZP Master Utility Fund, Ltd. (the “Absolute Return Utility & Infrastructure Fund”), an exempted company incorporated in the Cayman Islands.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements and notes have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and do not contain all of the information and footnotes required by U.S. GAAP for complete financial statements. As such, these unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements of Ategrity Specialty Insurance Company Holdings and its subsidiaries for the year ended December 31, 2025. The condensed consolidated balance sheet as of December 31, 2025 was derived from the Company’s audited annual consolidated financial statements. In the opinion of management, all adjustments necessary for a fair presentation of the condensed consolidated financial statements have been included. Such adjustments consist only of normal recurring items. All significant intercompany balances and transactions have been eliminated in consolidation. Interim results are not necessarily indicative of results of operations for the full year.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries, as well as the Utility Limited Partnership, a variable interest entity (“VIE”) that meets the requirements for consolidation (see Note 3 for further details) (collectively referred to as the “Company”). All significant intercompany balances and transactions have been eliminated in consolidation.

Reclassifications and Statement of Cash Flows Presentation

Certain prior period amounts have been reclassified to conform to the current period’s presentation. Beginning in the first quarter of 2026, the Company refined the presentation of certain investment-related cash flows within investing activities in the condensed consolidated statements of cash flows. Prior period amounts have been reclassified to conform to the current-period presentation. The reclassification had no impact on net cash provided by operating activities, net cash used in investing activities, net cash provided by financing activities, net change in cash and cash equivalents, net income, total assets, total liabilities or total stockholders’ equity.

Reverse Stock Split and Corporate Conversion

On June 10, 2025, in connection with its initial public offering, the Company completed its corporate conversion from a Delaware limited liability company to a Nevada corporation and effected a 1-for-10.66 reverse stock split of its outstanding member units. The Corporate Conversion was accounted for as a recapitalization. All common share and per-share amounts presented for prior periods have been retroactively adjusted to reflect the Corporate Conversion and Reverse Stock Split.

Estimates and Assumptions

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying disclosures. Management makes estimates and assumptions that include, but are not limited to, reserves for unpaid losses and loss adjustment expenses, fair value of financial assets and liabilities, allowance for credit losses, and income taxes.

Those estimates are inherently subject to change, and actual results may ultimately differ from those estimates.

Recent Accounting Pronouncements

The Company currently qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Accordingly, the Company is provided the option to adopt new or revised accounting guidance either: (i) within the same periods as those otherwise applicable to non-emerging growth companies; or (ii) within the same time periods as private companies.

Accounting Standard Updates Recently Adopted

The Company has not adopted any new accounting standards during the three and six months ended June 30, 2026.

Accounting Standard Updates Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income -Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. The guidance is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the effect of the guidance on its consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (Subtopic 350-40). The standard eliminates the previous stage-based model for capitalization, introduces a “probable-to-complete” threshold that defers capitalization if significant development uncertainty exists, and aligns disclosure requirements with those for software developed for external use, as described in

ASC 360-10, Property, Plant and Equipment. The ASU also supersedes ASC 350-50, Website Development Costs, unifying all internally developed technology, whether labeled “software” or “website”, under a single framework. The guidance is effective for fiscal years beginning after December 15, 2027, and interim periods within those years, with early adoption permitted. The Company is currently assessing the potential impact of the guidance on its consolidated financial statements and disclosures.

3. Consolidated Variable Interest Entity

The Company is party to the Amended and Restated Limited Partnership Agreement of the Utility Limited Partnership, which formed on March 19, 2018 under the laws of the State of Delaware and commenced operations on April 1, 2018. The Utility Limited Partnership operates as a feeder fund that invests substantially all of its assets in the Absolute Return Utility & Infrastructure Fund, an exempted company incorporated in the Cayman Islands.

Zimmer Partners, LP (the “Investment Manager”), a Delaware limited partnership and a related party, is the investment manager of the Absolute Return Utility & Infrastructure Fund and the Utility Limited Partnership. The Investment Manager is registered with the United States Securities and Exchange Commission as a registered investment advisor under the Investment Advisers Act of 1940.

ZP Utility Insurance GP, LLC, a Delaware limited liability company and a related party, is the general partner of the Utility Limited Partnership (the “Utility General Partner”) and is responsible for the investment decisions of the Utility Limited Partnership. The Utility General Partner owned less than 3% of the Utility Limited Partnership as of both June 30, 2026 and December 31, 2025.

The Company performed an assessment of all relevant facts and circumstances and determined that the Utility Limited Partnership is a VIE as the equity holders as a group lack the characteristics of a controlling financial interest and that substantially all of the activities of the VIE are conducted on behalf of the Company. As a result, the Company concluded that it is the primary beneficiary of the Utility Limited Partnership.

The Company consolidates the Utility Limited Partnership as its primary beneficiary, meeting both the “power” and “benefits” criteria associated with VIE accounting guidance. Non-controlling interests in the condensed consolidated statement of operations and comprehensive income for the three and six months ended June 30, 2026 and 2025 represent the ownership interests in the consolidated VIE held by Utility General Partner. The assets of the consolidated VIE may only be used to settle obligations of the same VIE. In addition, there is no recourse to the Company for the consolidated VIE’s liabilities.

On March 31, 2025, the Company redeemed $97.2 million from the Utility Limited Partnership.

On May 1, 2026, the Company, through Ategrity Limited, made an additional investment of $10.0 million in the Utility Limited Partnership.

The carrying amounts of the assets and liabilities of the Utility Limited Partnership consolidated VIE included in the Company’s condensed consolidated balance sheets are as follows:

4. Investments

Fixed-Maturity Securities, Available-for-Sale

The Company considers all fixed-maturity securities to be available-for-sale and reports them at fair value with the net unrealized gains or losses reported (after-tax) as a component of accumulated other comprehensive income. The proceeds from sales of securities were $18.6 million and $161.9 million for the three and six months ended June 30, 2026, and $220.9 million and $290.2 million for the three and six months ended June 30, 2025, respectively. Gross gains of $0.1 million and $1.4 million, and gross losses of $0.2 million and $0.4 million were realized on sales of available-for-sale securities during the three and six months ended June 30, 2026, respectively. Gross gains of $3.5 million and $6.4 million, and gross losses of $0 for both periods were realized on sales of available-for-sale securities during the three and six months ended June 30, 2025, respectively. Gains and losses on securities are determined on a specific-identification basis.

The Company’s fixed-maturity securities, available-for-sale as of June 30, 2026 and December 31, 2025, are summarized as follows:

Contractual Maturities of Available-for-Sale Fixed-Maturity Securities

The amortized cost and fair value of fixed-maturity securities, available-for-sale as of June 30, 2026, categorized by contractual maturity, are summarized as follows:

Actual maturities may differ from contractual maturities because borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

Fixed-Maturity Securities, Available-for Sale, in a Loss Position

The following table shows the Company’s gross unrealized losses and fair value for available-for-sale securities aggregated by investment category and the length of time that individual securities have been in a continuous unrealized loss position:

As of June 30, 2026, the Company held securities ofthirty-six issuers that were in an unrealized loss position with a total fair value of $230.8 million, and gross unrealized losses of $2.0 million. None of the fixed-maturity securities with unrealized losses has ever missed, or been delinquent on, a scheduled principal or interest payment date.

Impairment of Available-for-Sale Securities

The Company performs a periodic assessment of its available-for-sale portfolio to determine if there is a decline in the fair value below the amortized cost basis and if the decline is due to credit-related factors or noncredit-related factors (i.e., changes in market-based interest rates). The Company considers several factors in completing its review of potential credit losses, including the extent to which a security’s fair value has been below cost and the financial condition of the issuer. In addition to specific issuer information, the Company also evaluates the current market and interest rate environment. Generally, a change in a security’s value caused by a change in the market or interest rate environment does not constitute a credit loss.

During the three and six months ended June 30, 2026, the Company did not recognize any impairment losses or write off any accrued interest receivable related to its available-for-sale fixed-maturity securities.

For all available-for-sale securities in an unrealized loss position as of June 30, 2026, the Company does not intend to sell, and it is not “more likely than not” that the Company will be required to sell these securities before recovery of their amortized cost basis.

Net Investment Income

The major categories of the Company’s net investment income for the three and six months ended June 30, 2026 and 2025, are summarized as follows:

(1)Amounts related to investment activity.

Net Realized and Unrealized Gains (Losses)

The following table summarizes the Company’s change in net unrealized gains (losses) on available-for-sale fixed-maturity securities for the three and six months ended June 30, 2026 and 2025:

The following table presents realized and unrealized gains (losses) on investments for the three and six months ended June 30, 2026 and 2025:

Utility & Infrastructure Investments

The assets recognized in the Company’s condensed consolidated balance sheets related to the Company’s variable interests in non-consolidated VIEs as of June 30, 2026 and December 31, 2025, are summarized as follows:

Absolute Return Utility & Infrastructure Fund

The Company accounts for its investment in the Absolute Return Utility & Infrastructure Fund under the variable interest model at the fund’s NAV as a practical expedient for fair value. This amount represents the Company’s maximum exposure to loss related to the unconsolidated VIE. The Absolute Return Utility & Infrastructure Fund is the master within a “master-feeder” fund structure whereby its current shareholders, Utility Limited Partnership and two other feeder funds (collectively, the “Feeder Funds”), invest substantially all their capital in the Absolute Return Utility & Infrastructure Fund.

The Absolute Return Utility & Infrastructure Fund’s investment objective is to employ an energy and infrastructure-focused long/short strategy which seeks to deliver absolute returns in all market conditions with minimal correlation to energy sector indices and broader market indices. The Absolute Return Utility & Infrastructure Fund invests primarily in the equities of electric and gas utilities, integrated utilities, water utilities, telecommunication companies, independent power producers and pipelines, exploration and production companies, oilfield service companies and more broadly in energy and infrastructure-related industries (such as chemicals, materials, transportation infrastructure and real estate equities). The Absolute Return Utility & Infrastructure Fund’s portfolio is generally managed to be balanced.

The Company performed an assessment of all relevant facts and circumstances and determined that the Absolute Return Utility & Infrastructure Fund is a VIE. The Company concluded that it is not the primary beneficiary of the VIE because the investment manager controls the significant activities of the Absolute Return Utility & Infrastructure Fund.

The Absolute Return Utility & Infrastructure Fund measures its investments, which consist primarily of equities, and its derivative activities, which relate to swap contracts, foreign currency forward contracts and option contracts, at fair value, being the amount for which an asset could be exchanged between knowledgeable willing parties in an arms-length transaction. As the majority of the Absolute Return Utility & Infrastructure Fund’s investments are exchange-traded securities, such securities are reported at fair value.

The following table summarizes certain investments of the Absolute Return Utility & Infrastructure Fund where the Utility Limited Partnership’s proportionate share of the fair value of the classes of investment represents more than 10% of the Company’s stockholders’ equity as of June 30, 2026 and December 31, 2025:

(1)Values represent the Company’s proportionate share of the Absolute Return Utility & Infrastructure Fund’s total holdings.

(1)Values represent the Company’s proportionate share of the Absolute Return Utility & Infrastructure Fund’s total holdings.

There were no investments of the Absolute Return Utility & Infrastructure Fund where the Utility Limited Partnership’s proportionate share of the fair value of certain investments represents more than 5% of the Company’s stockholders’ equity as of June 30, 2026 and December 31, 2025.

Effective April 1, 2018, under the Investment Management Agreement, dated April 1, 2018, between the Utility Limited Partnership and the Investment Manager, the Investment Manager is paid a quarterly fixed fee computed at an annual rate of 2.0% (i.e.,0.5% per quarter) of the balance of each limited partner’s capital account (the “Fixed Fee”). The Fixed Fee was $1.0 million and $1.9 million for the three and six months ended June 30, 2026 and $(1.3) million and $0 for the three and six months ended June 30, 2025, respectively. The Fixed Fee payable under the Investment Management Agreement was waived by the Investment Manager for the three and six months ended June 30, 2025, resulting in a management fee credit of $1.3 million for the three months ended June 30, 2025.

Under the terms of the revised Utility Limited Partnership Agreement of ZP Utility Insurance Fund, L.P., the Utility General Partner is entitled to an incentive allocation equal to 20% of the Utility Limited Partnership’s net profits, subject to high watermark provisions, and adjusted for withdrawals. The Incentive Allocation is credited as of the end of the fiscal year to the Capital Account of the Utility General Partner. The incentive allocation was $3.7 million and $5.4 million for the three and six months ended June 30, 2026 and $0 for both the three and six months ended June 30, 2025, respectively.

The Utility Limited Partnership has a quarterly liquidity option, subject to specific conditions, which are as follows:

•to the extent it is required to pay insurance claims

•to the extent it is required to pay for reasonable operating expenses

•in the event the Company receives a notification from A.M. Best, or

•to the extent the Company is required to diversify its assets pursuant to a law, order or regulation.

The Utility General Partner may withdraw all or a portion of its capital account at any time.

MidCap Limited Partnership

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. The MidCap Limited Partnership operates as a feeder fund in a “master-feeder” structure, in which the MidCap Limited Partnership invests substantially all of its assets in the ZP Master MidCap Fund, Ltd. (“MidCap Fund”).

ZP MidCap GP, LLC (the “MidCap General Partner”), an affiliate of ZFSG, is the general partner of the MidCap Limited Partnership and is responsible for the investment decisions of the MidCap Limited Partnership, including the appointment of the investment manager of the MidCap Limited Partnership. The Investment Manager is also the investment manager of the MidCap Fund and the MidCap Limited Partnership.

The Company performed an assessment of all relevant facts and circumstances and determined that the MidCap Limited Partnership is a VIE. The Company concluded that it is not the primary beneficiary of the VIE because the investment manager controls the significant activities of the MidCap Fund and MidCap Limited Partnership.

The Company measures its investment in the MidCap Limited Partnership at fair value using the reported net asset value (“NAV”) as a practical expedient in accordance with ASC 820, Fair Value Measurement. The carrying amount of the investment represents the Company’s maximum exposure to loss related to the unconsolidated VIE.

Loans to Affiliates

The Company entered into technology transactions, (the “Technology Transactions”) effective January 1, 2023, with ZFSG and Zimmer Technology Group, LLC (“ZTG”), a wholly owned subsidiary of ZFSG, governing the sale, licensing and services related to certain technology assets developed and owned by the Company. As part of the Technology Transactions, ZTG acquired the assets for a purchase price of $13.5 million paid in the form of a promissory note (“the Promissory Note”) issued by ZFSG bearing interest at 7.42% per annum with a maturity date of December 31, 2029. The unpaid principal balance was $12.5 million as of June 30, 2026 and December 31, 2025.

In connection with the Company’s redemption on March 31, 2025 from its investment in the Utility Limited Partnership, effective April 1, 2025, the Company executed: (a) a Loan Agreement with a principal amount of $94.0 million, with Zimmer Insurance Services, LLC (“ZIS”), a wholly owned subsidiary of ZFSG (the “ZIS Loan”), as the borrower; and (b) a Guarantee and Pledge Agreement with ZFSG. The ZIS Loan provides for a fixed interest rate of 5.5%, payable annually in cash and matures on April 30, 2032. The Company carries the ZIS loan at its unpaid principal balance.

See Note 21, Related Party Transactions, for interest income and accrued interest receivable related to these investments.

Insurance – Statutory Deposits

The Company had invested assets with a carrying value of $0.1 million on deposit with state regulatory authorities as of both June 30, 2026 and December 31, 2025, which are included in cash and cash equivalents in the condensed consolidated balance sheets.

5. Fair Value Measurements

Three levels of inputs are used to measure fair value of financial instruments: (1) Level 1: quoted price (unadjusted) in active markets for identical assets, (2) Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the instrument and (3) Level 3: inputs to the valuation methodology are unobservable for the asset or liability.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.

To measure fair value, the Company obtains prices for its investment securities from independent pricing services and other observable market inputs through third-party service providers. When quoted market prices for identical securities in active markets are not available, the Company uses observable inputs such as quoted prices of similar securities and evaluated pricing. The values for all fixed-maturity securities (consisting of U.S. Treasury securities and corporate securities) and equity securities generally incorporate significant Level 2 inputs using the market approach and income approach valuation techniques. The Company did not have any instruments classified within Level 3 measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025. There have been no changes in the Company’s use of valuation techniques since commencement of operations.

The Company reviews fair value prices obtained through third-party service providers for reasonableness and monitors changes in unrealized gains and losses. The Company has not historically adjusted security prices. The Company obtains an understanding of the methods, models and inputs used by the independent pricing services, and controls are in place to validate that prices provided represent fair values. The Company’s control process includes, but is not limited to, initial and ongoing evaluation of the methodologies used, a review of specific securities and an assessment for proper classification within the fair value hierarchy and obtaining and reviewing internal control reports for relevant third-party service providers involved in the pricing process.

Financial instruments measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025, are summarized below by level within the fair value hierarchy.

There were no transfers between Level 1 and Level 2 for the three and six months ended June 30, 2026 and 2025. The Company recognizes transfers between levels at the beginning of the reporting period.

The fair values of cash and cash equivalents and short-term investments approximate their carrying values due to their short-term maturities. Investments measured using net asset value (“NAV”) as a practical expedient are not classified within the fair value hierarchy and are described in Note 4, Investments – Utility & Infrastructure Investments.

There were no transfers into or out of Level 3 during the three and six months ended June 30, 2026 and 2025.

The Company did not have any material assets or liabilities measured at fair value on a nonrecurring basis as of June 30, 2026 and December 31, 2025.

6. Premiums Receivable, Net

Premiums receivable are carried at face value, net of any allowance for credit losses. The allowance for credit losses represents an estimate of amounts considered uncollectible based on the Company’s assessment of the collectability of receivables. The estimate considers historical collection data, current economic conditions and expectations of future conditions that could affect ultimate collections. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

The following table presents the rollforward of the allowance for credit losses for premiums receivable for the three and six months ended June 30, 2026 and 2025.

7. Deferred Policy Acquisition Costs

The following table presents the amounts of policy acquisition costs deferred and amortized for the three and six months ended June 30, 2026 and 2025:

Amortization of policy acquisition costs is included in underwriting, acquisition and insurance expenses in the accompanying condensed consolidated statements of operations and comprehensive income.

8. Underwriting, Acquisition and Insurance Expenses

Underwriting, acquisition and insurance expenses for the three and six months ended June 30, 2026 and 2025, include the following:

9. Property and Equipment, Net

Property and equipment net, which is included in other assets in the condensed consolidated balance sheets, was $7.9 million and $6.7 million as of June 30, 2026 and December 31, 2025, respectively.

During the three and six months ended June 30, 2026, the Company capitalized approximately $819 thousand and $1.7 million of costs related to software, respectively. Depreciation expense on property and equipment was $363 thousand and $570 thousand for the three and six months ended June 30, 2026, respectively, and $230 thousand and $296 thousand for the three and six months ended June 30, 2025, respectively. No impairment losses were recognized during the periods presented.

10. Leases

The Company’s leases consist ofone operating lease on its office space in Scottsdale, Arizona that expires in 2028 and is subject to a renewal option at market rates prevailing at the time of renewal. The Company became a sublessor of the same office space when it entered into a sublease agreement effective July 1, 2022 with ZFSG. The base rent under the sublease is equal to that which the Company pays under the head lease and the lease terms are coterminous. The Company remains the primary obligor under the head lease.

The Company applies the portion of the straight-line sublease income that is equal to its head lease expense as a contra expense to head lease expense in underwriting, acquisition and insurance expenses and records the remainder in other income.

The following tables summarize the details and balances associated with the Company’s operating lease balances and lease cost, including sublease income:

Cash paid for amounts included in the measurement of operating lease liabilities was $382 thousand and $373 thousand for the six months ended June 30, 2026 and 2025, respectively. These amounts represent gross cash payments under the head lease and are not reduced by cash receipts under the related sublease. Because the base rent under the sublease is equal to the base rent payable by the Company under the head lease and the lease terms are coterminous, cash receipts under the sublease are expected to offset cash payments under the head lease.

Future minimum lease payments under the operating lease as of June 30, 2026 are expected to be as follows:

11. Reserves for Unpaid Losses and Loss Adjustment Expenses

The following table reconciles the beginning and ending reserve balances for unpaid losses and loss adjustment expenses, net of reinsurance, to the gross amounts reported in the condensed consolidated balance sheets:

For the six months ended June 30, 2026, the net development related to prior accident years was a favorable amount of $1.5 million primarily due to lower-than-expected reported losses, whereas for the six months ended June 30, 2025, the net development from prior accident years waszero.

12. Reinsurance

Written premiums, earned premiums and losses and loss adjustment expenses incurred are presented on a gross, ceded, and net basis for the three and six months ended June 30, 2026 and 2025 in the table below:

As of June 30, 2026 and December 31, 2025, the Company had reinsurance recoverables on unpaid losses of $166.4 million and $139.4 million, respectively, and reinsurance recoverables on paid losses of $21.7 million and $11.0 million, respectively. As of June 30, 2026 and December 31, 2025, prepaid reinsurance premiums totaled $3.4 million and $2.9 million, respectively.

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 June 30, 2026, the Company was not subject to any known litigation reasonably expected to have a material adverse effect on its financial condition, results of operations or cash flows.

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 and six months ended June 30, 2026, the expense associated with the Savings Plans totaled $0.4 million and $0.7 million, respectively, and $0.3 million and $0.6 million for the three and six months ended June 30, 2025, 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 and six months ended June 30, 2026, the Company recognized expense of $0.8 million and $1.5 million, respectively, related to employee benefits provided by ZIS, including $0.7 million and $1.3 million, respectively, related to the employer portion of healthcare plan insurance premiums for the benefit of its employees. For the three and six months ended June 30, 2025, the Company recognized expense of $0.6 million and $1.1 million, respectively, related to employee benefits provided by ZIS, including $0.5 million and $1.0 million, respectively, related to the employer portion of healthcare plan insurance premiums for the benefit of its employees.

15. Stockholders' Equity

Common Stock

As of June 30, 2026, the Company had 48,066,674 shares of common stock issued, and 47,926,928 outstanding. No shares of preferred stock were issued or outstanding as of June 30, 2026. No dividends on common stock were declared or paid during the three months ended June 30, 2026.

Treasury Stock

On February 12, 2026, the Company’s Board of Directors approved a Share Repurchase Program authorizing the repurchase of up to $50.0 million of the Company’s outstanding common stock. During the three months ended June 30, 2026, the Company repurchased 142,686 shares of its common stock for an aggregate purchase price of $2.8 million, including commissions and excluding the Stock Repurchase Excise Tax (the “Excise Tax”). The average purchase price per share repurchased, including commissions and excluding the Excise Tax, was $19.87.

The Company recorded an estimated Excise Tax of $28 thousand related to its 2026 share repurchase activity under IRC Section 4501, Repurchase of Corporate Stock. The estimated Excise Tax reflects the applicable statutory netting of qualifying stock issuances, including the 2,940 Treasury Shares reissued upon settlement of the Director restricted stock units, as further described in Note 16, Share-based Compensation. The Excise Tax was recorded as an additional cost of Treasury Stock within stockholders’ equity, with an offsetting accrued liability. Including the estimated Excise Tax, Treasury Stock acquired under the share repurchase program was $2.9 million, as reflected in the condensed consolidated statements of changes in stockholders’ equity and non-controlling interest.

As of June 30, 2026, $47.2 million remained available for future repurchases under the program.

Repurchased shares are held as Treasury Shares and are reported in the condensed consolidated balance sheets as Treasury Stock, at cost, as a reduction of stockholders’ equity. The Treasury Shares may subsequently be reissued for general corporate purposes, including the settlement of employee and director equity awards. During the three months ended June 30, 2026, the Company reissued 2,940 Treasury Shares upon the vesting and settlement of restricted stock units granted to three members of its Board of Directors. The reissuance reduced Treasury Stock and increased outstanding shares by 2,940 shares. No gain or loss was recognized in connection with the reissuance.

Other Capital Transactions

In January 2025, the Company issued 2,010,442 additional common shares to ZFSG, in exchange for U.S. Treasury bills of $20.0 million.

During the three months ended June 30, 2025, ZFSG made a cash contribution of $2.7 million and received 257,088 shares in connection with the repurchase of 257,088 shares from certain shareholders for an aggregate purchase price of $2.7 million. The net effect of this transaction was zero on the condensed consolidated statement of changes in stockholders’ equity and non-controlling interests.

Warrants

The Company has outstanding warrants to purchase shares of its common stock (the “Warrants”), which are classified within stockholders’ equity. As of June 30, 2026, the Warrants remained outstanding and unexercised. The Warrants are exercisable beginning on October 21, 2024 and have a contractual term often 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.

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 $222 thousand and $441 thousand for the three and six months ended June 30, 2026, respectively, and $357 thousand and $521 thousand for the three and six months ended June 30, 2025, respectively. The related tax benefit recognized was $47 thousand and $93 thousand for the three and six months ended June 30, 2026, respectively, and $75 thousand and $109 thousand for the three and six months ended June 30, 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 six months ended June 30, 2026:

The following table summarizes NQSOs outstanding and exercisable as of June 30, 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 June 30, 2026.

As of June 30, 2026, unrecognized compensation expense related to unvested NQSOs was $1.9 million and is expected to be recognized over a weighted-average period of 4.7 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. Compensation expense is recognized on a straight-line basis over the applicable requisite service period.

Upon vesting of RSUs, the Company may settle awards using treasury shares. During the three months ended June 30, 2026,2,940 shares of treasury stock were reissued in connection with the settlement of vested RSUs.

The following table summarizes RSU activity for the six months ended June 30, 2026:

The total fair value of RSUs vested during the three months ended June 30, 2026 was $50 thousand. As of June 30, 2026, unrecognized compensation expense related to unvested RSUs was $98 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 attributable to stockholders 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 three and six months ended June 30, 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 three and six months ended June 30, 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 both the three and six months ended June 30, 2026,0.7 million of NQSOs were excluded from the calculation of diluted EPS because their effect would have been anti-dilutive. For both the three and six months ended June 30, 2025,0.6 million of NQSOs were excluded from the calculation of diluted EPS because their effect would have been anti-dilutive.

For the three and six months ended June 30, 2026, all of outstanding Warrants were excluded from the calculation of diluted EPS because their effect under the treasury stock method was anti-dilutive, as the average market price of the Company’s common stock during each applicable quarterly period was below the exercise price of both Warrant tranches. As a result of the waiver, the Warrants ceased to be participating securities beginning July 1, 2025.

19. Other Comprehensive Income

The following table summarizes the components of other comprehensive income three and six months ended June 30, 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 20.0% and 21.1% for the three months ended June 30, 2026 and 2025, respectively and 20.2% and 21.1% for the six months ended June 30, 2026 and 2025, respectively. The effective tax rates differed 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 $20.1 million and $22.1 million in the three and six months ended June 30, 2026, respectively, and $9.0 million in both three and six months ended June 30, 2025. As of June 30, 2026 and December 31, 2025, $1.3 million and $8.1 million, respectively, were due to ZFSG under the Tax Agreement and were 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 June 30, 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) $0.5 million, and $0.6 million, respectively, of service charges billed to ZTG, which are included in underwriting, acquisition and insurance expenses as an offset.

The following amounts were recorded in the six months ended June 30, 2026 and 2025, respectively, related to the Technology Transactions: (a) $0.5 million, and $0.5 million, respectively, of interest income on the Promissory Note, which is included in net investment income; (b) $0.4 million, and $0.4 million, respectively, of licensing fee expense, which is included in underwriting, acquisition and insurance expenses; and (c) $1.1 million, and $1.7 million, respectively, of service charges billed to ZTG, which are included in underwriting, acquisition and insurance expenses as an offset.

As of June 30, 2026 and December 31, 2025, the receivable from ZTG was $0.5 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 June 30, 2026 and December 31, 2025, $0.4 million and $0.7 million, respectively, 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 $0.8 million and $1.5 million for the three and six months ended June 30, 2026, respectively, and $0.6 million and $1.1 million for the three and six months ended June 30, 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 $213 thousand and $306 thousand, respectively, for the three and six months ended June 30, 2026, included in underwriting, acquisition and insurance expenses in the condensed consolidated statements of operations. The Company had not recorded any expense for the Shared Services Agreement for the three or six months ended June 30, 2025.

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 $90 thousand and $178 thousand for the three and six months ended June 30, 2026, respectively, and $64 thousand and $115 thousand for the three and six months ended June 30, 2025, respectively. The fees were included as an offset to net investment income in the condensed consolidated statements of operations. As of June 30, 2026 and December 31, 2025, $90 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.

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. On May 1, 2026, the Company, through Ategrity Limited, made an additional investment of $10.0 million in 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 $3.1 million for the three and six months ended June 30, 2026, respectively, and $1.5 million and $1.8 million for the three and six months ended June 30, 2025, respectively, included in net investment income in the condensed consolidated statements of operations. During the three and six months ended June 30, 2026, the Company recognized $1.3 million and $2.6 million, of interest income on the ZIS Loan, respectively. As of June 30, 2026 and December 31, 2025, accrued interest receivable on the ZIS Loan was $1.3 million and $2.9 million, respectively, and the Promissory Note was $0.2 million and $0.2 million, respectively.

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 for the three months ended March 31, 2025. No similar advisory fee was recorded during the three and six months ended June 30, 2026.

Fee Waiver for Utility Limited Partnership

The Investment Manager waived Fixed Fees of $2.6 million due under the Investment Management Agreement during the six months ended June 30, 2025. No similar Fixed Fees were waived during the three and six months ended June 30, 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 June 30, 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 was paid in June 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. During the first quarter of 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.

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. No subsequent events have occurred that would require recognition or disclosure in these condensed consolidated financial statements.