What ongoing HCI Group share holdings are reported for Andrew L. Graham?

The filing lists direct ownership lines showing 1,251 shares and 43,851 shares of HCI Group common stock following the reported transactions. These figures represent continuing holdings after the tax-withholding surrender associated with the restricted share vesting.

HCI Group (HCI) counsel surrenders 13,379 shares for tax withholding

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

HCI Group, Inc. General Counsel Andrew L. Graham reported a tax-withholding share disposition related to restricted stock vesting. On May 22, 2026, he surrendered 13,379 shares of common stock at $157.79 per share to cover estimated federal tax liability tied to the vesting of 34,000 restricted shares. The filing also lists direct holdings of 1,251 shares and 43,851 shares of common stock following the transactions.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Graham Andrew L.

Role General Counsel

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	13,379	$157.79	$2.11M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 0 shares (Direct, null)

Footnotes (1)

13,379 shares were surrendered to cover the estimated federal tax liability associated with the vesting of 34,000 restricted shares on May 22, 2026. On December 19, 2025, the Reporting Person received a restricted stock grant. The shares will vest in equal increments on October 23, 2026, October 23, 2027, and October 23, 2028. These shares were granted by the company pursuant to the company's 2012 Omnibus Incentive Plan and under the terms and conditions of a restricted stock agreement dated 12/19/2025.

Key Figures

Tax-withholding shares surrendered: 13,379 shares Transaction price per share: $157.79 per share Restricted shares vested: 34,000 shares +3 more

6 metrics

Tax-withholding shares surrendered 13,379 shares Common stock surrendered on May 22, 2026

Transaction price per share $157.79 per share Value used for tax-withholding disposition

Restricted shares vested 34,000 shares Restricted stock vesting on May 22, 2026

Direct holding line 1 1,251 shares Common stock reported following transactions

Direct holding line 2 43,851 shares Common stock reported following transactions

Tax-withholding transactions 1 transaction, 13,379 shares Summary of tax-related disposition activity

Key Terms

restricted shares, tax-withholding disposition, estimated federal tax liability, 2012 Omnibus Incentive Plan, +1 more

5 terms

restricted shares financial

"the vesting of 34,000 restricted shares on May 22, 2026"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

estimated federal tax liability financial

"shares were surrendered to cover the estimated federal tax liability associated with the vesting"

2012 Omnibus Incentive Plan financial

"These shares were granted by the company pursuant to the company's 2012 Omnibus Incentive Plan"

restricted stock grant financial

"the Reporting Person received a restricted stock grant"

A restricted stock grant is an award of company shares given to an employee or executive that cannot be sold or transferred until certain conditions are met, such as staying with the company for a set time or hitting performance goals. For investors, it signals how the company ties pay to future performance and can affect the number of shares outstanding and management’s incentives—think of it as a wrapped gift you only keep once you meet the requirements.

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Form 4 Insider Transactions: What Each Field Means →

05/27/2026 - 05:00 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Graham Andrew L.

(Last)

(First)

(Middle)

3802 COCONUT PALM DRIVE

(Street)

TAMPA

FLORIDA

33619

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
HCI Group, Inc. [ HCI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/22/2026		F		13,379⁽¹⁾	D	$157.79	0	D
Common Stock								43,851	D
Common Stock								1,251⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 13,379 shares were surrendered to cover the estimated federal tax liability associated with the vesting of 34,000 restricted shares on May 22, 2026.

2. On December 19, 2025, the Reporting Person received a restricted stock grant. The shares will vest in equal increments on October 23, 2026, October 23, 2027, and October 23, 2028. These shares were granted by the company pursuant to the company's 2012 Omnibus Incentive Plan and under the terms and conditions of a restricted stock agreement dated 12/19/2025.

	/s/ Andrew L. Graham	05/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did HCI (HCI) General Counsel Andrew L. Graham report in this Form 4?

Andrew L. Graham reported a tax-related share disposition. He surrendered 13,379 HCI Group common shares to cover estimated federal taxes arising from the vesting of 34,000 restricted shares on May 22, 2026, a routine compensation-related event rather than an open-market sale.

How many HCI Group shares did Andrew L. Graham surrender for taxes?

He surrendered 13,379 common shares to satisfy estimated federal tax liability. These shares relate to the vesting of 34,000 restricted shares on May 22, 2026, and were valued at a transaction price of $157.79 per share according to the Form 4 disclosure.

What triggered the tax-withholding disposition reported by HCI General Counsel?

The disposition was triggered by the vesting of 34,000 restricted shares on May 22, 2026. To cover the estimated federal tax liability from this vesting event, 13,379 HCI Group common shares were surrendered, as described in the Form 4 footnotes.

Was the HCI (HCI) Form 4 transaction an open-market sale of shares?

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were surrendered to cover estimated federal tax obligations tied to restricted stock vesting, which is a standard administrative mechanism rather than a discretionary trade in the market.

What future vesting schedule is disclosed for Andrew L. Graham’s HCI restricted stock grant?

A restricted stock grant received on December 19, 2025 will vest in equal increments on October 23, 2026, October 23, 2027, and October 23, 2028. The grant was made under HCI Group’s 2012 Omnibus Incentive Plan and a related restricted stock agreement.