Current Report · Items 1.01, 5.02, 5.03, 8.01, 9.01 · 8-K
Orion180 Insurance Group Inc.
OIGNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events
Item 1.01 Entry into a Material Definitive Agreement. In connection with the initial public offering (the “Offering”) by Orion180 Insurance Group Inc. (the “Company”) of its Class A common stock, par value $0.001 (the “Common Stock”), described in the prospectus (the “Prospectus”), dated September 17, 2026, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities…
Filed Sep 21, 2026Accepted Sep 21, 2026, 4:39 PM EDTCIK 2124472Accession 0001628280-26-062917
Company context
Orion180 is a founder-led technology-focused, high growth, high-margin specialty insurance group delivering innovative insurance solutions with a growing footprint across the United States. Since beginning operations in 2018, we have organically grown to become the second largest excess and surplus (“E&S”) lines homeowners insurance provider in the United States by direct written premiums with a presence in 14 states, approximately $601 million in managed premiums written for the last twelve months ended June 30, 2026, and over 670,000 policies sold since inception. Our diverse product offerings across E&S and admitted homeowners’ insurance, private flood insurance, and a range of ancillary products are distributed through a network of more than 14,000 active independent agents as of June 30, 2026. Our group is comprised of (i) our Services Companies, that provide MGA, claims management and other various insurance services and generated approximately 70% of the sum of the Services and Underwriting revenues including intercompany revenue earned through service arrangements in place between the Services segment and the Underwriting segment for the last twelve months ended June 30, 2026, and (ii) our In-House Fronting Carriers that accounted for approximately 30% of the sum of the Services and Underwriting revenues for the last twelve months ended June 30, 2026, including intercompany revenue earned through service arrangements in place between the Services segment and the Under
Current securities
Disclosure sections
Items 1.01, 5.02, 5.03, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
In connection with the initial public offering (the “Offering”) by Orion180 Insurance Group Inc. (the “Company”) of its Class A common stock, par value $0.001 (the “Common Stock”), described in the prospectus (the “Prospectus”), dated September 17, 2026, filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”), which is deemed to be part of the Registration Statement on Form S-1 (File No. 333-298453) (as amended, the “Registration Statement”), the following agreements were entered into:
• the Registration Rights Agreement, dated September 17, 2026, by and between the Company and Kenneth Gregg (the “Registration Rights Agreement”);
• the Exchange Agreement, dated September 21, 2026, by and between the Company and Kenneth Gregg (the “Exchange Agreement”); and
• the Indemnification Agreements, dated September 17, 2026, by and between the Company and each of its directors and executive officers (the “Indemnification Agreements”).
The Registration Rights Agreement, Exchange Agreement, and form of Indemnification Agreement, are filed herewith as Exhibits 10.1, 10.2, and 10.3, respectively, and are incorporated herein by reference. The terms of these agreements are substantially the same as the terms set forth in the forms of such agreements previously filed as exhibits to the Registration Statement and as described therein.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective September 17, 2026, Messrs. Kevin Bollinger, Samir Deshpande, Robert V. Deutsch, Lawrence E. McAlee, and Kernan “Kip” Oberting were elected to the board of directors of the Company. Messrs. Bollinger, McAlee, and Oberting will serve on the Company’s Audit Committee. Messrs. Deutsch, Deshpande, and Oberting will serve on the Company’s Compensation Committee. Messrs. McAlee, Bollinger, Deutsch, and Deshpande will serve on the Company’s Nominating and Corporate Governance Committee. Biographical information regarding the directors has previously been reported by the Company in the Registration Statement.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 21, 2026, the Amended and Restated Certificate of Formation (the “Certificate of Formation”) of the Company, filed with the Secretary of State of the State of Texas on September 14, 2026, and the Amended and Restated Bylaws of the Company (the “Bylaws”) each became effective, in connection with the closing of the initial public offering of shares of the Company’s Common Stock. The Charter, among other things, provides that the Company’s authorized capital stock consists of 400,000,000 shares of Class A common stock and 100,000,000 shares of Class B common stock, in each case, with $0.001 par value, and 50,000,000 shares of undesignated preferred stock, with $0.001 par value. As described in the Prospectus, the Company’s board of directors and shareholders previously approved the amendment and restatement of these documents to be effective upon the completion of the Company’s initial public offering. A description of certain provisions of the Certificate of Formation and the Bylaws is set forth in the section titled “Description of Capital Stock” in the Prospectus.
The foregoing description of the Certificate of Formation and the Bylaws is qualified in its entirety by reference to (1) the Certificate of Formation filed as Exhibit 3.1 hereto and (2) the Bylaws filed as Exhibit 3.2 hereto, each of which is incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On September 21, 2026, the Company completed the Offering of 20,000,000 shares of its Common Stock at a price to the public of $12.00 per share. The gross proceeds to the Company from the initial public offering were $240.0 million, before deducting underwriting discounts and commissions.