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HCI Group (NYSE: HCI) COO surrenders 13,379 shares to cover tax liability

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HCI Group, Inc. reported that Chief Operating Officer Karin Sue Coleman surrendered 13,379 shares of common stock on May 22, 2026 to cover estimated federal tax liability tied to the vesting of 34,000 restricted shares. This was a tax-withholding disposition at $157.7900 per share, not an open-market sale. After these transactions, she continues to hold direct positions reported at 1,251.0000 and 44,946.1400 common shares.

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Insider Coleman Karin Sue
Role Chief Operating Officer
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)
  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.
Tax-withholding shares 13,379 shares Surrendered to cover estimated federal tax liability on May 22, 2026
Tax-withholding price $157.7900 per share Value used for 13,379-share tax-withholding disposition
Restricted shares vesting 34,000 restricted shares Vested on May 22, 2026, creating the tax obligation
Direct holding line 1 1,251.0000 shares Common stock directly owned after transactions
Direct holding line 2 44,946.1400 shares Common stock directly owned after transactions
restricted shares financial
"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."
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 liability financial
"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."
restricted stock grant financial
"On December 19, 2025, 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.
2012 Omnibus Incentive Plan financial
"These shares were granted by the company pursuant to the company's 2012 Omnibus Incentive Plan"
restricted stock agreement financial
"under the terms and conditions of a restricted stock agreement dated 12/19/2025."
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Coleman Karin Sue
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock05/22/2026F13,379(1)D$157.790D
Common Stock44,946.14D
Common Stock1,251(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
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 as Attorney-in-fact for Karin Coleman05/27/2026
** Signature of Reporting PersonDate
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 insider transaction did HCI (HCI) disclose for Karin Sue Coleman?

HCI Group disclosed that COO Karin Sue Coleman surrendered 13,379 common shares to cover federal taxes on vesting restricted stock. The disposition used shares rather than cash to satisfy the tax liability arising from a 34,000-share vesting event.

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

No, the reported transaction was a tax-withholding disposition, not an open-market sale. 13,379 shares were delivered to cover estimated federal tax liability from the vesting of 34,000 restricted shares on May 22, 2026, under an existing equity award.

How many HCI (HCI) shares did the COO surrender for taxes and at what price?

The COO surrendered 13,379 HCI common shares at $157.7900 per share to satisfy federal tax obligations. This was recorded as a tax-withholding transaction associated with the vesting of restricted shares rather than an elective market trade.

What equity award triggered the HCI (HCI) tax-withholding share surrender?

The tax-withholding surrender was triggered by the vesting of 34,000 restricted shares on May 22, 2026. Those restricted shares are part of compensation granted under HCI Group’s equity incentive arrangements and resulted in a federal tax liability settled in stock.

What HCI (HCI) share holdings does Karin Sue Coleman report after the transaction?

After the reported transactions, Karin Sue Coleman reports direct ownership of 1,251.0000 and 44,946.1400 HCI common shares. These holdings are separate reported lines of common stock and indicate she retains a substantial equity position following the tax-withholding disposition.

Which HCI (HCI) incentive plan governs the COO’s restricted stock grant?

The restricted stock grant is governed by HCI Group’s 2012 Omnibus Incentive Plan. The award was made under a restricted stock agreement dated December 19, 2025, which specifies vesting in equal increments on October 23, 2026, October 23, 2027, and October 23, 2028.