### S-1/A - S-1/A
S-1/A
1
d73198ds1a.htm
S-1/A
S-1/A
Table of Contents
As filed with the Securities and Exchange Commission on May 26, 2026.
Registration No. 333-295728
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SAFEPOINT HOLDINGS, INC.
(Exact name of
Registrant as specified in its charter)
|
|
|
|
|
Delaware |
|
6331 |
|
14-1957288 |
(State or other jurisdiction of
incorporation or organization)
|
|
(Primary Standard Industrial
Classification Code Number)
|
|
(I.R.S. Employer
Identification Number)
|
Safepoint Holdings, Inc.
4010 Gunn Highway
Tampa, Florida 33618
(877)-858-7445
(Address, including zip
code, and telephone number, including
area code, of Registrant’s principal executive offices)
David M. Flitman
Chief Executive Officer
Safepoint Holdings, Inc.
4010 Gunn
Highway
Tampa, Florida 33618
(877)-858-7445
(Name, address, including zip
code, and telephone number, including area code, of agent for service)
Copies to:
|
|
|
Matthew B. Stern
Willkie Farr & Gallagher LLP
787
Seventh Avenue
New York, New York 10019
(212) 728-8000
|
|
Marc D. Jaffe
Jason M. Licht
R. Charles Cassidy III
Latham & Watkins LLP
1271 Avenue of
the Americas
New York, New York 10020
(212) 906-1200
|
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act, check the following box: ☐
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
|
|
|
|
|
|
|
Large accelerated filer ☐ |
|
Accelerated filer ☐ |
|
Non-accelerated filer ☒ |
|
Smaller reporting company ☐ |
|
|
|
|
|
|
Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Table of Contents
The information in this preliminary prospectus is not complete and may be changed.
These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted.
Subject to Completion, Dated May 26, 2026
16,666,667 Shares
Safepoint Holdings, Inc.
Common Stock
This is an initial public offering of shares of common stock of Safepoint Holdings, Inc. We are offering 6,242,317 shares of common stock. The selling
stockholders identified in this prospectus are offering an additional 10,424,350 shares of our common stock. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.
Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share
will be between $15.00 and $17.00. We have applied to list our common stock on the New York Stock Exchange (the “NYSE”) under the symbol “SFPT.”
We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, will be subject to reduced public company
reporting requirements for this prospectus and future filings. See “ Prospectus Summary—Implications of Being an Emerging Growth Company .”
See “ Risk Factors ” beginning on page 29 to read about factors you should consider before buying
shares of our common stock.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
|
|
|
|
|
|
|
|
|
|
|
Per Share |
|
|
Total |
|
Initial public offering price
|
|
$ |
|
|
|
$ |
|
|
Underwriting discount(1)
|
|
$ |
|
|
|
$ |
|
|
Proceeds, before expenses, to Safepoint Holdings, Inc.(2)
|
|
$ |
|
|
|
$ |
|
|
Proceeds, before expenses, to the selling stockholders
|
|
$ |
|
|
|
$ |
|
|
(1) |
See the section entitled “ Underwriting ” for additional information regarding compensation payable to
the underwriters.
|
(2) |
To the extent that the underwriters sell more than 16,666,667 shares of our common stock, the underwriters have the option
to purchase up to an additional 2,500,000 shares of common stock from the Company at the initial public offering price less the underwriting discount.
|
The underwriters expect to deliver the shares against payment in New York, New York on , 2026.
Joint Bookrunning Managers
|
|
|
Deutsche Bank Securities |
|
Morgan Stanley |
|
|
|
|
|
|
|
|
|
Keefe, Bruyette & Woods
A Stifel Company
|
|
Citizens Capital Markets |
|
Piper Sandler |
|
Truist Securities |
|
William Blair |
Co-Managers
|
|
|
|
|
|
|
|
|
|
|
Regions Securities LLC |
|
Academy Securities |
|
Huntington Capital Markets |
|
Synovus |
|
Texas Capital Securities |
|
Wedbush Securities |
Prospectus dated , 2026.
Table of Contents
TABLE OF CONTENTS
|
|
|
|
|
Prospectus Summary
|
|
|
1 |
|
Summary Consolidated Financial and Other Data
|
|
|
26 |
|
Risk Factors
|
|
|
29 |
|
Special Note Regarding Forward-Looking Statements
|
|
|
74 |
|
Use of Proceeds
|
|
|
76 |
|
Dividend Policy
|
|
|
77 |
|
Capitalization
|
|
|
78 |
|
Dilution
|
|
|
81 |
|
Management’s Discussion and Analysis of Financial Condition And Results of Operations
|
|
|
84 |
|
Business
|
|
|
130 |
|
Regulation
|
|
|
158 |
|
Management
|
|
|
169 |
|
Executive Compensation
|
|
|
176 |
|
Certain Relationships and Related Party Transactions
|
|
|
185 |
|
Principal and Selling Stockholders
|
|
|
189 |
|
Description of Capital Stock
|
|
|
191 |
|
Description of Certain Indebtedness
|
|
|
196 |
|
Shares Eligible for Future Sale
|
|
|
198 |
|
Material U.S. Federal Income Tax Consequences to Non-U.S.
Holders
|
|
|
201 |
|
Underwriting
|
|
|
206 |
|
Legal Matters
|
|
|
215 |
|
Change In Accountants
|
|
|
216 |
|
Experts
|
|
|
217 |
|
Where You Can Find Additional Information
|
|
|
218 |
|
Index to Consolidated Financial Statements
|
|
|
F-1 |
|
You should rely only on the information contained in this prospectus and any free writing prospectus that we may provide to you in connection with
this offering. We, the selling stockholders and the underwriters, have not authorized anyone to provide you with different information or to make any other representations, and we, the selling stockholders and the underwriters take no responsibility
for, and can provide no assurance as to the reliability of, any other information others may give you. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only under circumstances and in
jurisdictions where it is lawful to do so. Neither we, the selling stockholders nor any of the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the
information contained in this prospectus is accurate as of any date other than its date. Our business, financial condition, results of operations and prospects may have changed since that date.
For investors outside the United States: Neither we, the selling stockholders nor any of the underwriters have done anything that would permit this
offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must
inform themselves about, and observe any restrictions relating to, the offering of the shares of our common stock and the distribution of this prospectus outside of the United States.
iii
Table of Contents
TRADEMARKS, SERVICE MARKS AND TRADE NAMES
We own or license the trademarks, service marks and trade names that we use in connection with the operation of our business, including our domain
names. Solely for convenience, any trademarks, service marks and trade names referred to in this prospectus are presented without the “ ® ”, “SM” and “ ” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable
licensors to these trademarks, service marks and trade names. All trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners.
MARKET, RANKING, INDUSTRY AND OTHER DATA
The
data included in this prospectus regarding markets, ranking and other industry information are based on published industry sources, and our own internal estimates are based on our management’s knowledge and experience in the markets in which
we operate. Data regarding the industry in which we compete and our market position and market share within this industry are inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond our control,
but we believe they generally indicate size, position and market share within this industry. Our own estimates are based on information obtained from our customers, suppliers, trade and business organizations and other contacts in the markets in
which we operate. We are responsible for all of the disclosure in this prospectus, and we believe these estimates to be accurate as of the date of this prospectus or such other date stated in this prospectus. While we believe that each of the
publications used throughout this prospectus is prepared by reputable sources, neither we nor the underwriters have independently verified market and industry data from third-party sources. While we believe our internal company research and
estimates are reliable, such research and estimates have not been verified by any independent source. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty
and risk due to a variety of factors, including those described in “ Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Special Note Regarding
Forward-Looking Statements.” Neither we nor the underwriters can guarantee the accuracy or completeness of any such information contained in this prospectus.
USE OF NON-GAAP FINANCIAL INFORMATION
This prospectus contains certain financial measures and ratios that are not required by, or presented in accordance with, generally accepted accounting
principles in the United States (“GAAP”). We refer to these measures as “non-GAAP financial measures.” We use these non-GAAP financial measures
when planning, monitoring and evaluating our performance. We consider these non-GAAP financial measures to be useful metrics for our management and investors to facilitate operating performance comparisons
from period to period.
The non-GAAP financial measures we use herein are defined by us as follows:
Adjusted general expense ratio is calculated by excluding the amortization of stock-based compensation and the amortization of intangible assets
from general and administrative expenses over the prior twelve months. The total is then divided by managed premium. We believe using this ratio in conjunction with the closest corresponding GAAP metric provides greater insight into our cost
structure and gives the reader a clearer view of what percentage of each premium dollar is spent on general expense. We believe that using trailing twelve month
iv
Table of Contents
indicators are a better measure of our operating results as the trailing twelve month indicators minimize the impact of the seasonality of our premium renewals. As such, using these trailing
twelve month indicators gives investors a more meaningful and representative view of the Company’s performance. Adjusted general expense ratio should not be considered in isolation or as a substitution for analysis of our results as reported
in accordance with GAAP. See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of Non-GAAP Financial Measures ” for a
reconciliation of adjusted general expense ratio in accordance with GAAP.
Insurance Services EBITDA and EBITDA margin are non-GAAP
metrics used by management, which we believe are useful to investors to measure the operational strength and performance of the Insurance Services segment. These metrics provide investors additional information about the Insurance Services
segment’s profitability for certain non-cash items, non-routine items we do not expect to continue at the same level in the future, as well as other items that are not core to the operations of the Insurance Services segment. By providing
these measures, together with a reconciliation of the most directly comparable GAAP measure, we believe we are enhancing investors’ understanding of the Insurance Services segment, as well as assisting investors in evaluating how well we are
executing our strategic initiatives. Insurance Services EBITDA margin is calculated as Insurance Services EBITDA as a percentage of the Insurance Services total revenue. Insurance Services EBITDA and EBITDA margin should not be considered in
isolation or as a substitution for analysis of our results as reported in accordance with GAAP.
Managed premium is a non-GAAP financial
measure used by management to provide useful information to investors to summarize the total volume of business being transacted under our management. Managed premium is defined as total amount of gross premiums written over the prior twelve months
by our consolidated subsidiaries and other entities that we manage but do not consolidate under GAAP. Managed premium is calculated before the effects of reinsurance are added. By providing this measure, we believe that this allows investors to
evaluate the full scale of our market presence and the efficiency of our customer acquisition and retention efforts. We believe that using a trailing twelve month gross written premium is a better measure of our operating results as the trailing
twelve month gross written premium minimizes the impact of the seasonality of our premium renewals. As such, using the trailing twelve month gross written premium gives investors a more meaningful and representative view of the Company’s
performance. Managed premium should not be considered in isolation or as a substitution for analysis of our results as reported in accordance with GAAP.
Net operating income to Safepoint shareholders is a non-GAAP financial measure used by management to evaluate the Company’s operating
performance and to facilitate period-to-period comparability. Net operating income to Safepoint shareholders is defined as net income attributable to the controlling interest, excluding the impact of certain items to the controlling interest that
management believes are not indicative of the Company’s core operating results. We calculate the tax impact only on adjustments that would be included in calculating our income tax expense using the estimated tax rate at which we received a
deduction for these adjustments. Net operating income to Safepoint shareholders should not be considered in isolation or as a substitution for net income as reported in accordance with GAAP.
Return on equity to Safepoint shareholders is a non-GAAP financial measure used by management to provide useful information to investors about
the profitability and capital efficiency available to our common stockholders. We define this non-GAAP as net income attributable to the controlling interest divided by the average of the beginning and ending shareholders ’ equity,
excluding non-controlling interests. We believe using return on equity to
v
Table of Contents
Safepoint shareholders in conjunction with the closest corresponding GAAP metric provides a meaningful representation of the profitability by excluding non-controlling interests. Return on equity
to Safepoint shareholders should not be considered in isolation or as a substitution for analysis of our results as reported in accordance with GAAP. See “ Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Reconciliation of Non-GAAP Financial Measures ” for a reconciliation of return on equity to Safepoint shareholders in accordance with GAAP.
Adjusted Reciprocal Exchanges segment combined ratio is a non-GAAP metric used by management. While elements of the policyholder payments to the
Reciprocal Exchanges contain premium and equity components, only the premium portion of the payment is included in the GAAP combined ratio. Management believes that including the entire policyholder payment to the Reciprocal Exchanges in the
denominator of the Adjusted Reciprocal Exchanges segment combined ratio gives the reader a better understanding of the actual economics of the Reciprocal Exchanges segment. This metric is calculated by dividing the sum of the Reciprocal
Exchanges’ losses and underwriting expenses by the sum of its net earned premiums and the net subscriber contributions received during the year. Subscriber contributions are not considered revenue under GAAP and do not represent earnings from
underwriting activities. These funds are capital in nature and may be subject to withdrawal by subscribers under certain conditions. The Adjusted Reciprocal Exchanges segment combined ratio should not be considered in isolation or as a substitution
for analysis of our results as reported in accordance with GAAP.
While we believe that these non-GAAP
financial measures are useful in evaluating our business, this information should be considered supplemental in nature and is not meant to be a substitute for revenue or net income, in each case as recognized in accordance with GAAP. In addition,
other companies, including companies in our industry, may calculate such measures differently, which reduces their usefulness as comparative measures. For more information regarding these non-GAAP financial
measures and a reconciliation of such measures to comparable GAAP financial measures, see “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reconciliation of
Non-GAAP Financial Measures .”
GLOSSARY OF SELECTED INSURANCE AND OTHER TERMS
Admitted —Insurance issued by an insurer licensed to do business in the state in which the insured exposure is located. Admitted insurance
companies are subject to various state laws that govern organization, capitalization, policy forms, rate approvals and claims handling.
Admitted insurer —Formally licensed to operate by the insurance regulatory authority in the state where the company operates. Admitted
insurance companies are subject to various state laws that govern organization, capitalization, policy forms, rate approvals and claims handling.
AL DOI —Alabama Department of Insurance, the principal regulator for insurance companies domiciled in the State of Alabama, including Cajun
following its redomestication effective July 31, 2025.
AM Best —A.M. Best Company, Inc., a nationally recognized statistical
rating organization that, among other things, rates the financial strength and claims paying ability of insurance and reinsurance companies.
Attorneys-in-Fact— Cajun AIF and Manatee AIF, our wholly owned attorneys-in-fact for
Cajun and Manatee, respectively. The primary function of an attorney-in-fact is to manage a reciprocal insurer in exchange for a fee.
vi
Table of Contents
BPO —Business process outsourcing entities.
Bylaws —The amended and restated bylaws of Safepoint to be effective immediately prior to the closing of this offering.
Cajun —Cajun Underwriters Reciprocal Exchange, an Alabama domiciled reciprocal insurer managed by Cajun AIF. Cajun was originally domiciled
in the State of Louisiana, and redomesticated to Alabama effective July 31, 2025.
Cajun AIF —Cajun Underwriters Risk Management,
LLC is the attorney-in-fact for Cajun and is a wholly owned subsidiary of Safepoint Holdings.
Captives —Pompano Re Ltd., Canal Re Ltd., and Bobcat Re Ltd. which are our wholly owned Bermuda-based captive insurance companies that
provide reinsurance to other members of the Safepoint group, including Safepoint Insurance, Cajun and Manatee. Canal Re Ltd. and Bobcat Re Ltd. are currently in the process of being run-off. Pompano Re
Ltd. is currently our only Captive writing active business for members of the Safepoint group.
Carriers —The U.S. insurance company
affiliates of Safepoint Holdings, consisting of Safepoint Insurance, Cajun and Manatee.
Case reserves —Losses and loss adjustment
expense reserves established with respect to individual reported claims.
Cede; ceding company —When an insurance company purchases
reinsurance for its liability from another party, it “cedes” business to the reinsurer and is referred to as the “ceding company.”
Certificate of Incorporation —The amended and restated certificate of incorporation of Safepoint to be effective immediately prior to the
closing of this offering.
Certificates of authority —A license granted by a state insurance department to operate as an admitted
insurance company in that state.
Combined ratio —The sum of the loss ratio and the expense ratio. The combined ratio of an insurance
company is generally viewed as an indication of the underwriting profitability of that insurance company, but does not take into account the effect of investing activities on net income.
Commissions —The fee paid to an agent or a broker for placing insurance or reinsurance, generally determined as a percentage (which may be
fixed or variable) of the written premium.
Controlling Interest —Reflects the portion of income or loss and the corresponding equity
that is attributable to Safepoint under GAAP for certain entities.
Demotech —Demotech, Inc., a nationally recognized statistical rating
organization that provides financial strength ratings to insurance companies, including each of Safepoint Insurance, Cajun and Manatee.
Direct
premiums written —Premiums written by an insurer during a given period.
Dodd-Frank Act —Dodd-Frank Wall Street Reform and
Consumer Protection Act.
vii
Table of Contents
Excess of Loss (“XOL”) reinsurance —Reinsurance that indemnifies the insured
against all or a specified portion of losses in excess of a specified dollar or percentage loss ratio amount.
Excess and surplus
(“E&S”) —Excess and surplus lines insurance, which is generally not subject to all of the requirements of admitted insurers, such as policy forms and rates approvals.
Expense ratio —The ratio of underwriting, acquisition and other underwriting expenses net of commissions and other income to net earned
premiums.
Facultative reinsurance —Facultative reinsurance is a specific reinsurance policy for which terms can be negotiated by the
insurer and reinsurer on a specific risk.
FHCF —Florida Hurricane Catastrophe Fund, a state trust fund that provides reimbursements to
residential property insurance companies for a portion of their catastrophic hurricane losses in the State of Florida.
Financial strength
rating —The opinion of rating agencies regarding the financial ability of an insurance or reinsurance company to meet its financial obligations under its policies. It is generally necessary for insurers to maintain certain minimum financial
strength ratings to continue writing business in the United States.
FLOIR —Florida Office of Insurance Regulation, the principal
regulator for insurance companies domiciled in the State of Florida, including Safepoint Insurance and Manatee.
Florida
Citizens —Florida Citizens Property Insurance Corporation.
GAAP —Generally Accepted Accounting Principles in the United
States.
Gross written premiums —Total premiums recorded on the books of an insurer at the time an insurance policy is issued, before
deductions for premiums ceded to reinsurers but excluding policy fees and subscriber contributions.
IBNR; incurred but not
reported —Reserves for estimated loss and loss adjustment expenses that have been incurred by policyholders but not reported to the insurer or reinsurer, including unknown future developments on loss and loss adjustment expenses which are
known to the insurer or reinsurer.
In-force —A policy is considered in-force during the entire time between the effective and expiration date. Note that a policy no longer in-force can still have open claims (and in some cases even IBNR
claims) after the expiration date.
In-force premiums —Gross written premium for active
insurance policies with coverage in effect as of the period end date. We view this as an important metric because it is an indicator of the size of our portfolio of in-force policies, as well as an indicator
of the expected earned premium over the coming 12 months given our historical retention rates.
Incurred losses —The total losses
sustained by an insurance company under a policy or policies, whether paid, unpaid or not reported.
Industry-loss
warranties —Reinsurance contracts that provide coverage when insurance industry losses for a defined event exceed a certain pre-determined threshold.
viii
Table of Contents
KBRA —Kroll Bond Rating Agency, LLC, a nationally recognized statistical rating
organization that provides financial strength ratings to insurance companies, including each of Safepoint Insurance, Cajun and Manatee.
LDI —Louisiana Department of Insurance, the principal regulator for insurance companies domiciled in the State of Louisiana, including Cajun
until its redomestication from Louisiana to Alabama effective July 31, 2025.
Loss adjustment expenses —The expenses of settling
claims, including field adjusting, cost containment, legal defense and other fees and the portion of general expenses allocated to claim settlement costs. Also known as claim adjustment expense.
Loss development —Increases or decreases in previously recorded losses and loss adjustment expenses over a given period of time.
Loss ratio —A ratio calculated by dividing losses and loss adjustment expenses by net premiums earned.
Louisiana Citizens —Louisiana Citizens Property Insurance Company.
Managed premiums —The volume of premium payments we are actively collecting and managing from our current, active customer base, which
includes premiums for Safepoint Insurance and the Reciprocal Exchanges.
Manatee —Manatee Insurance Exchange, a Florida domiciled
reciprocal insurer managed by Manatee AIF.
Manatee AIF —Manatee Risk Management LLC is the attorney-in-fact for Manatee and is a wholly owned subsidiary of Safepoint Holdings.
MGA —An
acronym for a managing general agent, which is a third-party agent that receives delegated underwriting authority from a primary insurance company to write insurance risk on its behalf. As used in this prospectus, the term “MGA” refers
generically to agents receiving this delegation of underwriting authority, including managing general underwriters, managing general agents, and/or program managers and any other entity in relation to which the term “MGA” is used in this
prospectus may not fall within the regulatory definition of a “managing general agent” in the jurisdictions in which it operates.
Model Holding Company Act and Regulation —NAIC’s Insurance Holding Company System Regulatory Act and Insurance Holding Company System
Model Regulation.
NAIC —the National Association of Insurance Commissioners.
Net earned premiums —The earned portion of gross written premiums less the earned portion that is ceded to reinsurers during such period.
Net written premiums —Gross written premiums for a given period less premiums ceded to reinsurers during such period.
Non-admitted lines or excess and surplus lines —Policies generally not subject to regulations
governing premium rates or policy language.
ix
Table of Contents
Non-Controlling Interest —Reflects the portion of
income or loss and the corresponding equity that is not attributable to Safepoint under GAAP for certain entities which are consolidated for financial reporting, but are not owned by Safepoint shareholders.
P&C —Property and casualty insurance.
Peak zone —The specific peril and geographic area that produce the highest concentration of risk for an insurance company.
Perils —This term refers to the causes of possible loss in property insurance and reinsurance, such as earthquake, wind-storm, fire, hail,
etc.
Property insurance —Insurance that covers property when damage, theft or loss occurs.
Quota share reinsurance —A form of reinsurance in which the reinsurer assumes an agreed percentage of each risk being reinsured and shares
all premiums and losses in accordance with the reinsured.
Reciprocal Exchanges —Cajun and Manatee, each of which is a reciprocal
insurance exchange, sometimes referred to as a reciprocal insurer or reciprocal exchange. A reciprocal insurance exchange is an insurance company established as an unincorporated association composed of its subscribing policyholders. A reciprocal
insurance exchange has no equity securities and, therefore, has no parent company or legal owner. Because of the contractual relationships between Safepoint Holdings and the Reciprocal Exchanges, we consolidate the Reciprocal Exchanges for financial
reporting purposes under GAAP as is presented in this prospectus. The equity of the Reciprocal Exchanges is reported separately from our total equity on the consolidated balance sheets in the financial statement line item labeled non-controlling
interest, with a refundable portion of the Reciprocal Exchanges’ subscriber contributions presented as temporary (mezzanine) equity on our consolidated balance sheet. Accordingly, because we have no direct economic equity interest in the
Reciprocal Exchanges, our shareholders are largely insulated from the underwriting performance of the Reciprocal Exchanges and, accordingly, there is reduced variability in our financial results relative to a traditional risk-bearing insurance
franchise.
Reinstatement premiums —A premium charged for the reinstatement of the amount of reinsurance coverage to its full amount
reduced as a result of a reinsurance loss payment.
Reinsurance —The practice whereby one party, called the reinsurer, in consideration
of a premium paid to it, agrees to indemnify another party, called the reinsured, for part or all of the liability assumed by the reinsured under a policy or policies of insurance which it has issued. The reinsured may be referred to as the original
or primary insurer, the direct writing company, the ceding company or the cedent.
Reinsurance retention —The amount or portion of risk
which an insurer or reinsurer retains or assumes for its own account. Losses, or a portion thereof, in excess of the retention level, are paid by the reinsurer. In proportional treaties, the retention may be a percentage of the original
policy’s limit. In excess of loss business, the retention is all or a portion of a dollar amount of loss.
Return on equity —Net
income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period.
Safepoint
Holdings —Safepoint Holdings, Inc., a Delaware corporation, which is our ultimate parent company and the registrant under this prospectus.
x
Table of Contents
Safepoint Insurance —Safepoint Insurance Company, a Florida domiciled stock insurance
company.
State guaranty funds —Funding mechanisms that are administered by a U.S. state to protect policyholders in the event that an
insurance company defaults on benefit payments or becomes insolvent. The fund only protects beneficiaries of insurance companies that are licensed to sell in that state.
SEC —Securities and Exchange Commission.
Statutory accounting principles (“SAP”) —Those accounting principles and practices which provide the framework for the
preparation of insurance company financial statements, and the recording of transactions, in accordance with the rules and procedures adopted by regulatory authorities, generally emphasizing solvency considerations rather than a going-concern
concept of accounting.
Surplus Notes —The outstanding surplus notes issued by Cajun and Manatee with an outstanding aggregate principal
amount of approximately $66.8 million as of December 31, 2025. As of December 31, 2025 we own $46.8 million aggregate principal amount of the Surplus Notes (excluding any surplus notes held by the other Reciprocal Exchange). See
“ Description of Certain Indebtedness—Cajun Surplus Notes ” and “ Manatee Surplus Notes. ”
Third-party
administrators (“TPAs”) —Organizations that process insurance administration and/or claims for a separate entity.
Underwriting —The process of evaluating, defining, and pricing insurance risks including, where appropriate, the rejection of such risks and
the acceptance of the obligation to pay the policyholder under the terms of the contract.
Unearned premiums —The portion of gross
written premium that has not been earned.
xi
Table of Contents
PROSPECTUS SUMMARY
This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of
the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the sections titled “Risk Factors,” “Special Note Regarding Forward-Looking Statements” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes included elsewhere in this prospectus before making an investment decision.
Unless the context otherwise requires, the terms “Safepoint,” “we,” “us” and “our” refer to Safepoint Holdings, Inc. together with its consolidated subsidiaries. The term “Safepoint
Holdings” refers to Safepoint Holdings, Inc., our holding company and the issuer of common stock in this offering, on a stand-alone basis. References to the “selling stockholders” refer to the selling stockholders named in this
prospectus.
Safepoint Holdings, Inc.
Who We Are
Safepoint is a specialty homeowners and commercial insurance underwriter that manages all aspects of the insurance value chain in a capital
efficient manner by leveraging a majority fee-based servicing platform. Safepoint is focused on delivering insurance in coastal markets such as Florida and Louisiana, as well as in other U.S. markets. We are a
founder-led company that is majority-owned by its management, which we believe creates a strong alignment between the management team and our shareholders. Our management team consists of highly experienced insurance professionals with a shared
vision to solve problems for stakeholders in underserved or dislocated property insurance markets. Our business strategy, which has been developed and tested since our founding in 2013, combines sophisticated actuarial analytics, risk management
expertise and a low-cost operating model designed to provide better value to our customers across market cycles. We have an innovative organizational structure that combines the benefits of policyholder-owned
reciprocal insurance exchanges that we manage as an attorney-in-fact in exchange for a service fee, with our wholly owned insurance company, Safepoint Insurance. As of December 31, 2025, the majority of our in-force premium, which was equal to
$1,034.0 million as of such date, was originally placed with the Reciprocal Exchanges, and only 11% of our in-force premium as of such date was originally placed with Safepoint Insurance.
We have prudently grown our business over the last 12 years, while producing attractive risk-adjusted returns, which we believe validates the strength
of our business model and risk selection. Many of Safepoint’s competitors have not had the staying power to continue writing business in Florida, Louisiana and other U.S. Gulf Coast states, as they have lacked a disciplined approach to
underwriting, risk management and expense control. We have assumed policies from other private insurers and depopulation programs of state-sponsored insurers, as well as from new business sales from our broad network of independent agents.
We are led by an entrepreneurial executive management team, with a focus on data-driven underwriting and prudent risk management through our robust and
comprehensive reinsurance strategy. Our founder and chief executive officer, David Flitman, is a credentialed actuary who has held executive roles in large, global insurance and reinsurance companies during his more than 30 years of industry
experience. The executive management team’s actuarial and reinsurance focus and expertise form the basis of our business strategy, and meaningfully influence all aspects of our operations and culture.
1
Table of Contents
Our approach to insurance underwriting integrates pricing and cost drivers into our products at a
policy level to ensure optimal risk-adjusted portfolio profitability. In order to determine whether an underwriting opportunity is attractive to us, we focus on evaluating the following three questions:
|
|
|
Why does Safepoint have this opportunity and why are we best positioned to capitalize on it? Insurance is very
competitive and commoditized. Focusing on certain overlooked segments increases our ability to effectively execute in the market.
|
|
|
|
Do we have the data to properly evaluate the risks? We must have sufficient data, proper tools, and the
requisite skills to evaluate, price, and hedge the risk.
|
|
|
|
Can we make our margins across a wide range of potential scenarios? By focusing on specialized, less
competitive segments and not compromising on our risk evaluation and thresholds, we are able to achieve attractive profitability.
|
We use a highly granular and integrated approach to analyze the profitability of policies at the time of underwriting on an individual risk basis
through the allocation of reinsurance costs and other loss and expense assumptions. Safepoint’s underwriting and risk management strategy is supported by our use of both proprietary and vendor modeling tools. We actively monitor our portfolio
and employ back-testing of past events to effectively evaluate blind spots and discover “unknown unknowns” and systematic parameter risks. One of the critical elements of this approach is to ingest and catalog detailed information
relating to the individual risk to assess and reveal insights on the overall portfolio. Safepoint believes that the richness of our data and analytics serves as the foundation for our ability to consistently provide our agents and customers with
fair pricing for dislocated, underserved and catastrophe prone areas.
A key pillar of our
business strategy is risk hedging, where we continuously reassess and syndicate insurance risk to various capital providers, depending on market conditions, terms, availability and pricing. We believe our sustainable risk partnerships are emblematic
of our prudent approach to risk management and support our ability to grow in existing and new markets. Safepoint employs catastrophe bonds, industry loss warranties and traditional reinsurance, well in excess of regulatory and rating agency
requirements for purchasing protection, to conservatively hedge risk to ensure superior claims-paying resources. Safepoint typically purchases excess of loss reinsurance above a
1-in-250 year probable maximum loss and has never had an event or cluster of events exceed even half of its available reinsurance limit in a given accident year. We have
sustained consistent support since inception from our reinsurance relationships and catastrophe bond investors. As of March 31, 2026, all of our reinsurance was purchased from reinsurers rated
“A-” or better by AM Best or from capital markets-linked reinsurers, including fully collateralized reinsurers, and through the use of catastrophe bonds.
We believe that, as a result of our strategy of deliberate and profitable growth, we are well
positioned to take advantage of increasingly dislocated property insurance markets in the United States. We have organically increased gross written premiums over the five-year period ending December 31, 2025 from $188 million during the
year ended December 31, 2021 to $927.2 million during the year ended December 31, 2025. During that period, we have transitioned from a risk-bearing balance sheet-owned insurance model to a predominantly insurance services model,
whereby we receive fee income from the policyholder-owned Reciprocal Exchanges and third-party MGAs and insurance companies. For the years ended December 31, 2025 and December 31, 2024, we had net income attributable to controlling
interest of $157.2 million and $41.3 million, respectively, income before income taxes for the
2
Table of Contents
Insurance Services segment of $114.9 million and $46.5 million, respectively, and income before income taxes for the Risk-Bearing Entities segment of $134.3 million and $49.9 million,
respectively. For the three months ended March 31, 2026 and March 31, 2025, respectively, we had net income attributable to controlling interest of $48.0 million and $16.6 million, respectively, income before income taxes for the Insurance Services
segment of $23.3 million and $23.2 million, respectively, and income before income taxes for the Risk-Bearing Entities segment of $42.8 million and $13.2 million, respectively.
We seek to continuously grow our business by increasing our market penetration, including in new geographies, and by developing new products which
harness our core competencies where we believe we can generate attractive risk adjusted returns. We recently added E&S products and capabilities which we believe unlocks a larger, more nationwide footprint. Additionally, we believe our fee-based reciprocal exchange structure provides us with a meaningful competitive advantage relative to stock companies, particularly as pricing markets soften. The Reciprocal Exchanges are managed to optimize
underwriting capital, as opposed to stock companies, which often focus on short term profits. The reciprocal exchanges’ capital is partly supported by annual subscriber capital contributions equal to 10% of premiums. This capital subsidy and
structure allows us the flexibility to provide competitive pricing to our policyholders across market cycles, while sustaining the requisite capital, and providing sustainable, recurring fee income.
The other elements of our plan to continue to grow earnings include: (a) expansion of our distribution capabilities via new channels, including
wholesalers and third-party MGAs; (b) optimization of our reinsurance program based on our fast-growing capital base; and (c) expansion of our third party service relations with MGAs and carriers in exchange for fees.
We Are an Insurance Services Platform
We operate a full
stack insurance and underwriting services platform that combines the benefits of policyholder-owned reciprocal insurance exchanges, which we manage for a service fee, with our wholly owned stock insurance company, Safepoint Insurance. Accordingly,
we believe that our business fundamentals and risk profile are different than a traditional insurance company.
Our insurance services platform is
comprised of fee-generative businesses, collectively referred to as the “Safepoint MGA.” The Safepoint MGA includes the Attorneys-in-Fact for the Reciprocal Exchanges and our licensed managing general agent (Safepoint MGA, LLC) for
Safepoint Insurance and third-party clients. All of our employees and infrastructure are part of Safepoint MGA. Safepoint MGA earns fee income based on the premium managed for the Reciprocal Exchanges and third parties.
The largest element of our services platform is serving as the attorney-in-fact for the policyholders of the two reciprocal insurance exchanges: Cajun
Underwriters Reciprocal Exchange (a Gulf Coast specialist) and Manatee Insurance Exchange (a Florida specialist). The reciprocal insurance exchanges are not legally owned by Safepoint, rather they are 100% owned by the policyholders. Because we have
no direct economic equity interest in the Reciprocal Exchanges, Safepoint is not directly exposed to the risk of policies held by the Reciprocal Exchanges, and their earnings impact, and as a result we benefit from reduced variability in financial
results. Our service platform issues and renews policies on behalf of the policyholders and is also responsible for the underwriting, policy administration and claims management of the Reciprocal Exchanges.
3
Table of Contents
Reciprocal insurance exchanges are different than stock and mutual insurance companies because they
are unincorporated and are managed by a services company, referred to as an attorney-in-fact. Reciprocal insurance exchanges, often referred to simply as
“reciprocals,” are an association of policyholders, known as subscribers, who assume liabilities among themselves (subscribers operate as both the insured and insurers). Reciprocals have been an important part of the U.S. insurance
landscape for nearly 150 years. Today, some of the most recognizable property and casualty insurance companies in the United States are structured as reciprocals, including Farmers, USAA, Erie Indemnity and PURE.
We also own an insurance company, Safepoint Insurance Company, and three Bermuda-based reinsurance captives. We use our Captives to write supplemental
reinsurance for the Reciprocal Exchanges and Safepoint Insurance, which we believe gives us greater financial flexibility to self-reinsure based on the pricing and availability of reinsurance in the open market. While the reinsurance placed between
our Captives and the Reciprocal Exchanges is eliminated in consolidation for GAAP, because the results of the Reciprocal Exchanges are classified as one-hundred percent non-controlling interests, the economic results are included as part of
Safepoint’s controlling interest. See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results by Operating Segment—Risk-Bearing Entities Segment ” for more information.
Beginning in 2023, Safepoint Insurance began renewing the majority of its Florida and Louisiana insurance business into the Reciprocal Exchanges.
The tables below illustrate the transition of our gross written premium to the Reciprocal Exchanges, as of December 31 of the applicable year.
Breakdown of our managed premiums over time (as of December 31 of the applicable year)
(1) |
Reflects post-elimination Risk-Bearing gross written premiums i.e., Safepoint Insurance gross written premiums
|
Set forth below is a simplified diagram of our organizational structure, immediately prior to and immediately following
completion of the offering contemplated by this prospectus, which highlights our fee businesses, derived from our service agreements with the Reciprocal Exchanges. For a detailed legal organizational chart of Safepoint, please see
“ Regulation .” All companies shown below within the holding company scope are 100% owned subsidiaries of
4
Table of Contents
Safepoint. We do not own the Reciprocal Exchanges, but derive an economic benefit from the fee income earned from such Reciprocal Exchanges.
1 |
As of the date of this prospectus, approximately 74% of the common stock of Safepoint Holdings is owned by members of our
board of directors, senior management and other employees of Safepoint, before giving effect to this offering. After giving effect to the sale of shares of our common stock in this offering, approximately 67% of the common stock of Safepoint
Holdings will be owned by members of our board of directors, senior management and other employees of Safepoint (or approximately 65% if the underwriters’ option to purchase additional shares is exercised in full). A 1% increase (decrease) in
the number of primary shares offered at the assumed price would decrease (increase) our board of directors’, senior management’s and other employees of Safepoint’s percentage ownership by approximately 2.31% percentage points,
or by approximately 0.06% percentage points if the underwriters’ option to purchase additional shares is exercised in full.
|
2 |
This includes all stockholders other than our board of directors, management and employees as a group, none of whom owns
more than 10%. After giving effect to the sale of shares of our common stock in this offering, approximately 33% of the common stock of Safepoint Holdings will be owned by Other Stockholders (or approximately 35% if the underwriters’ option to
purchase additional shares is exercised in full). A 1% increase (decrease) in the number of primary shares offered at the assumed price would decrease (increase) Other Stockholders’ percentage ownership by approximately 0.02 percentage points,
or by approximately 0.02 percentage points if the underwriters’ option to purchase additional shares is exercised in full.
|
3 |
All companies shown, other than the Reciprocal Exchanges, are 100% owned by Safepoint Holdings.
|
4 |
As of December 31, 2025, we own $46.8 million aggregate principal amount of the Surplus Notes issued by the
Reciprocal Exchanges (excluding any surplus notes held by the other Reciprocal Exchange). In addition, our wholly owned Captives provide reinsurance protection to the Reciprocal Exchanges. While we do not own the Reciprocal Exchanges, they are
managed by the Attorneys-in-Fact. Because of the contractual relationships between Safepoint Holdings and the Reciprocal Exchanges, we consolidate the Reciprocal Exchanges for financial reporting purposes under GAAP as is presented in this
prospectus.
|
Our innovative structure allows us to generate significant fee income through underwriting and other insurance
services and we believe gives us greater balance sheet flexibility to grow our business in a capital efficient manner. Our capital efficiency is primarily derived from the underwriting capital of the Reciprocal Exchanges, which we do not legally own
and which we do not assume direct economic equity risk or direct earnings exposure. The equity of the Reciprocal Exchanges ($86.3 million as of
5
Table of Contents
March 31, 2026) is not included as part of our total stockholders’ equity ($302.9 million as of March 31, 2026), with $12.7 million (as of March 31, 2026) of the Reciprocal
Exchanges’ subscriber contributions included as temporary (mezzanine) equity on our consolidated balance sheet. Although we do not legally own the Reciprocal Exchanges, our fee income is dependent on the premium growth and continued financial
strength of the Reciprocal Exchanges.
Our Revenue Model
We have the three operating segments listed below. However, we generate revenue for the benefit of Safepoint shareholders through our Insurance Services
and Risk-Bearing segments. While the Reciprocal Exchanges are an important value driver for our business as the primary source of our fee income streams in the Insurance Services segment, the economic results of the Reciprocal Exchanges are excluded
from our net income attributable to controlling interest and shareholders equity attributable to controlling interest given the Reciprocal Exchanges are not legally owned by Safepoint.
|
|
|
Insurance Services : Our insurance services platform, which we refer to as Safepoint MGA, receives fees based
on the premium managed for the Reciprocal Exchanges and third-party clients.
|
|
|
|
Risk-Bearing Entities : Safepoint Insurance, an insurance company, which writes personal and commercial
policies for homeowners and small businesses; as well as our Bermuda-based reinsurance Captives that provide supplemental reinsurance to Safepoint Insurance and the Reciprocal Exchanges.
|
|
|
|
Reciprocal Exchanges: The Reciprocal Exchanges, which are insurance operations that we manage for a fee, but do not
legally own.
|
Our Business
We write
both personal and commercial property insurance and have expanded geographically beyond our initial focus on the Florida market (beginning in 2013) into other states, including Louisiana (beginning in 2015), Texas (beginning in 2015), Mississippi
(beginning in 2020), Alabama (beginning in 2020), and California (beginning in 2024). We focus principally on writing homeowners, investment properties (dwelling fire), condo, wind-only and commercial coverages to individuals and businesses on an
admitted basis. We see our range of product lines as a strength given the needs of property owners and business owners in challenging markets. Most of the business we write is concentrated on the coast of Florida and Louisiana.
The following charts set forth our managed in-force premium by state and class of business as of
December 31, 2025:
|
|
|
|
|
|
6
Table of Contents
The insurance products we write through the Reciprocal Exchanges and Safepoint Insurance principally
include the following:
|
|
|
Homeowners insurance : Provides financial protection to home and properties that are damaged. Homeowner’s
insurance policies include protection for both the home and its property, as well as other buildings or structures on the property. Homeowners insurance also provides protection for most items located within the home or other structure. Policies
also provide liability coverage to protect policyholders that are held legally responsible (liable) for the injuries to others or to their property, which has a finite limit.
|
|
|
|
Investment properties (dwelling fire) : Provides financial protection to investment properties and to personal
properties that are damaged. Dwelling insurance covers the structure of the property and the personal property within. Dwelling insurance can be purchased to cover a primary residence, or a rental property or vacation property. Dwelling insurance
covers certain and specific perils and hazards that can damage the property.
|
|
|
|
Commercial insurance : Provides financial protection to commercial properties that are damaged, as well as
general liability and business interruption insurance to businesses. Safepoint Insurance generally writes commercial risks up to a policy limit of $15 million, gross of any reinsurance.
|
|
|
|
Homeowners—Condo insurance : Provides financial protection to owners of condominium units that are
damaged. Condominium insurance policies include protection for the condominium unit. Condominium insurance also provides protection for most items located within the condominium unit. Policies also provide liability coverage to protect policyholders
that are held legally responsible (liable) for the injuries to others occurring in the condominium unit or to their property. The tables above also include wind-only policies within Homeowners.
|
|
|
|
California E&S : Provides financial protection for landlords, homeowners and commercial auto policyholders
against climate and catastrophe risks.
|
Our insurance policies are originated primarily through three channels: (i) policies
we assume from Florida Citizens Property Insurance Corporation (“Florida Citizens”) and Louisiana Citizens Property Insurance Corporation (“Louisiana Citizens”), which are state-sponsored insurers, through participation in
their legislatively-established “depopulation programs”; (ii) assuming large portfolios of policies from other private insurers, including from insurers in receivership; and (iii) voluntary policies, or new business, sold by
licensed independent agents. As markets become challenged, a familiar pattern occurs: failing markets rely on residual facilities such as Florida Citizens and Louisiana Citizens, which have grown and depopulated in a cyclical pattern over time. As
of December 31, 2025, we had approximately 299,000 policies in force, 73% of which were assumed from Florida Citizens and Louisiana Citizens, 7% of which were assumed from private insurers and 20% of which were sold by independent agents.
Similar challenges are growing in other parts of the country. For example, California (CA FAIR Plan) and Texas (TWIA) have recently experienced significant growth.
Historically, a key source of our business growth had been policy assumptions with Florida Citizens and Louisiana Citizens, also known as the “take-out” transactions. Florida Citizens and Louisiana Citizens are two large residual markets that have established significant market positions in their respective states and were each created by
their state legislatures in the early 2000s as not-for-profit organizations to provide property insurance to eligible residential and
7
Table of Contents
commercial property owners in their respective states who are unable to find insurance coverage in the private market. Florida Citizens and Louisiana Citizens are often referred to as
“insurers of last resort” or “residual markets.” For further information regarding take-out transactions with Florida Citizens and Louisiana Citizens, see “ Business—Take-Out Transactions .”
We are also focused on growing our voluntary business
origination through independent agents, who are not exclusive to Safepoint, and seek to continue to expand and deepen these relationships as a part of our business strategy, particularly in
underserved markets where property specialist underwriters like Safepoint are needed and benefit from the lack of capacity in the market. Safepoint’s marketing and distribution strategy is to create and sustain relationships with like-minded
agents on a selective basis that share our views of pragmatic and conservative underwriting. Safepoint employs a dedicated team of territorial agency managers to develop these successful partnerships, promote sales, and retain policyholders for the
long-term. As of December 31, 2025, this agent network consists of approximately 6,000 non-exclusive independent agents.
Our in-house field and desk staff manage the entire lifecycle of a claim and exclusively service Safepoint’s customer base allowing the team to
build a more intimate knowledge of our policy forms, procedures and guidelines. Our claims administration team operates on the core principle of delivering prompt, fair and professional services to our policyholders in their time of need. Safepoint
is able to maintain high quality service and control over the claims process because our claims administration is performed predominantly by an internal field staff of Safepoint employees, with supporting capacity from third-party adjusting firms
for large catastrophe events.
Our Industry
Our Market Opportunity
Safepoint participates in the approximately $286 billion premium (as of December 31, 2025) U.S. personal and commercial lines property
insurance market, with a focus on admitted lines in Florida and Louisiana. From 2019 to 2025, total direct written premium for the homeowner’s insurance markets in Florida and Louisiana grew by approximately 80% and 70%, respectively, based on
publicly available insurance industry regulatory filings. During the same period, Safepoint increased its combined market share across Florida and Louisiana from 0.8% to 1.9%.
We also believe there is an opportunity to expand into new states and into the E&S market, which represents approximately $105 billion in total
U.S. premiums, as of December 31, 2025, while preserving our underwriting criteria, rating structure and reinsurance strategy to adequately protect the Company. For example, in California, during the three months ended March 31, 2026 and the year
ended December 31, 2025, the Company had $2.0 million and $2.3 million, respectively, of California E&S gross written premium written by our wholly owned subsidiary. In addition, during the three months ended March 31, 2026 and the
year ended December 31, 2025, the Company managed $20.5 million and $58.1 million, respectively, of California E&S gross written premium under a service contract underwritten by an unaffiliated carrier and received service fee income of $1.3
million and $3.6 million during each respective period.
Our evolution into a growing property insurance services company reached a significant
inflection point in 2023 with the completion of a management buyout transaction led by David Flitman and other members of our senior management. Our senior management and other employees of Safepoint currently own approximately 75% of
Safepoint’s equity, before
8
Table of Contents
giving effect to the offering contemplated by this prospectus. We believe these transactions have better positioned us to pursue additional growth opportunities in our attractive target markets,
while further reinforcing a strong alignment between management and its shareholders. For more information about the ClinchPoint transactions, see “ Certain Relationships and Related Party Transactions—Investment Agreement with
ClinchPoint .”
Significant Enhancements in Insurance and Reinsurance Markets
Over the last 40 years, there have been significant enhancements in the scope and scale of insurance and reinsurance operations, both within the U.S. and
globally. Initial drivers, such as the growth of mass tort liability, altered the landscape of capital formation with the emergence of large offshore reinsurers in Bermuda in the 1990s and 2000s, which became a familiar, recurrent pattern for
subsequent capital events.
Additional catalysts, including large events like Hurricane Andrew (1992), the September 11 th Terrorist Attacks (2001) and Hurricanes Katrina, Rita and Wilma (2005), contributed to the growth of the specialist underwriters’ market and the formation of new balance sheets; as well
as the expanded use of other innovations in the insurance risk transfer space, such as captives, risk retention groups and the advent of the insurance-linked securities (“ILS”) market, such as catastrophe bonds and sidecars.
As a form of risk segmentation and capital efficiency, reciprocal insurance exchanges have become more prevalent in recent company formation. For
example, of the new insurance companies formed in Florida in the past three years, the majority are reciprocal insurance exchanges.
We are focused
on delivering catastrophe-exposed property insurance in Florida, Louisiana and other markets that we believe are dislocated and present us with underwriting opportunities. As risk has grown, the industry has responded with capital formation and
significant investments in analytical resources, including actuaries, data scientists, catastrophe modelers and other product innovators. As risk grows, so does the need for more sophistication to analyze and hedge risks appropriately. Safepoint was
founded on these principles, and we believe we have risk professionals who have seen this evolution and contributed to the enhancements in these technologies.
Depopulation Programs
We have taken
advantage of opportunities presented by take-out transactions, with Florida Citizens and Louisiana Citizens offering us a large and attractive range of data for policies in Florida and Louisiana to screen and
select only the risks that fit our underwriting and rating criteria. For this reason, take-out transactions with Florida Citizens and Louisiana Citizens, as well as policy assumptions from private insurers,
have been highly efficient and successful channels of business origination for us. We believe we have a best-in-class underwriting platform for analyzing takeout
portfolios and we are one of the industry leaders in total takeout policies assumed, with a proven policy assumption process that leads to potential growth opportunities when the Florida and Louisiana markets are most turbulent. For further
information regarding take-out transactions with Florida Citizens and Louisiana Citizens, see “ Business—Take-Out Transactions .”
Florida Market and Impact of Reforms
The
insurance industry, particularly in the Florida market, has been recently challenged by growing social inflation, fraudulent and baseless claims and the proliferation of nuisance lawsuits.
9
Table of Contents
Accordingly, one of the primary challenges for Florida’s property market in recent years has been the frequency and severity of litigated claims, particularly following hurricanes and
tropical storms. In a January 2023 report, the FLOIR cited 2021 data showing that homeowners’ insurance lawsuits in Florida constituted 76.0% of the U.S. national total by count, but homeowners’ insurance claims opened in Florida only
constituted 6.9% of the U.S. national total by count.
In response to these challenges, the State of Florida has recently enacted key legislative
reforms, including restrictions on the assignment of benefits to third parties and repealing Florida’s one-way attorney fee statutes. We believe these reforms have significantly altered the litigation
environment and will be instrumental for the long-term sustainability and profitability of the Florida property insurance market.
The chart
below illustrates the decline in the number of Safepoint Insurance’s and Manatee’s filed lawsuits for policy claims in Florida (by date of filing), as well as recent industry reforms in Florida, during a period when Safepoint Insurance
and Manatee grew their policy count in Florida.
Number of filed lawsuits for policy claims in Florida—Safepoint Insurance and Manatee (as
of December 31, 2025)
Risk Segmentation and Hedging
We believe more effective risk management requires better portfolio management and optimization of ILS, use of more sophisticated actuarial techniques,
better risk segmentation and
10
Table of Contents
the advent and the application of technology to deliver a more effective and nuanced product to the consumer. The use of ILS, such as catastrophe bonds, has been a significant driver for the
insurance industry, including Safepoint, to channel risk to new investors outside of the traditional insurance/reinsurance market.
Another
element of risk segmentation has been the evolution and growth in excess and surplus lines business. The non-admitted U.S. insurance market, also known as the E&S or excess and surplus lines market, is
experiencing a period characterized by significant growth of $40.5 billion in 2019 to $104.5 billion in 2025, a compounded annual growth rate during such period of approximately 17%. E&S insurance focuses on insureds that generally cannot
purchase insurance from standard market or admitted market insurers due to perceived risk related to their businesses. E&S carriers are generally permitted to tailor the terms of the insurance contract to suit the particular risk they are
assuming. Also, E&S carriers are, for the most part, free of rate regulation. Recently, there has been a persistent and sustainable flow of business from the admitted market into the non-admitted E&S
channels, resulting generally in compound rate increases across the E&S market in the United States. In addition, the macroeconomic and social environment continues to drive sustainable demand for specialized insurance solutions due to both
increasing and more complex risks. We write 5.9% of our managed premium in force as of December 31, 2025 on an E&S basis and 94.1% of such premiums are admitted.
We believe Safepoint has well-positioned its insurance portfolios across the nexus of this dynamic risk environment, with our unique combination of an
insurance services platform, capital efficient reciprocal insurance exchanges, E&S capabilities and conservative risk hedging.
Our Competitive Strengths
We believe that we have several competitive strengths that allow us to grow our business profitably, including:
|
|
|
Efficient Capital Structure with Reduced Earnings Volatility
|
Unlike a traditional stock or mutual insurance carrier, the Reciprocal Exchanges have the ability to grow surplus organically through surplus
contributions from policyholders, which provides third-party capital to support the Reciprocal Exchanges. We believe that the third-party capital in the form of our Non-Controlling Interest in the Reciprocal
Exchanges helps provide us with greater economic insulation from the underwriting performance of the Reciprocal Exchanges and, accordingly, reduces the variability in our financial results. While we have underwriting authority and responsibility for
administering policies and claims for the Reciprocal Exchanges, we do not have direct economic equity risk associated with these policies. Such direct economic equity risks are principally borne by the Reciprocal Exchanges, each of which is an
association of subscriber policyholders. As part of our insurance services provided to the Reciprocal Exchanges, we purchase third-party reinsurance, on behalf of the Reciprocal Exchanges, designed to protect their balance sheets from multiple
hurricanes and other tropical storms in any given year. For the risk management and other insurance services we provide the Reciprocal Exchanges, we earn fee income based on a percentage of the managed premium.
|
|
|
Conservative Risk Management and Reinsurance Strategy
|
Safepoint maintains multiple layers of risk hedges and protection against catastrophe and attritional losses through traditional reinsurance and
alternative risk transfer, such as
11
Table of Contents
catastrophe bonds. We believe this disciplined approach has allowed Safepoint to preserve its capital and honor its commitments to policyholders, even following large hurricane events. Unlike
many of our competitors, Safepoint has not had any prior year reserve deficiencies over the last five years. Although our approach may result in sacrificing an element of short-term profitability for long-term stability, we believe it is the reason
we are in a strong position to pursue market opportunities and selectively assume competitor portfolios following catastrophe events. The table below sets forth the percentage of our historical third-party reinsurance limit in Florida that was
impacted by hurricane or significant tropical storms. The reinsurance limit represents the maximum amount reinsurers are required to pay to the Carriers in the event of loss during any given year, while the historical utilization represents how much
of that limit was paid to Safepoint. Safepoint typically purchases excess of loss reinsurance above a 1-in-250 year probable maximum loss and has never had an event or
cluster of events exceed even half of its available reinsurance limit in a given accident year. We believe the ratio of the reinsurance limit that we purchase to the total insured value of our Florida policies, which was over 3.5% (as of September
30, 2025), is materially higher than many of our Florida peers (approximately 1%).
Florida Reinsurance Limit vs. Historical Utilization ($mm)
Represents the dollar amount of reinsurance limit purchased with respect to hurricanes and other named storms and the utilization of such
limit from historical events
(1) |
Safepoint FL represents the dollar amount of reinsurance limit purchased by the Carriers with respect to hurricanes and
other named storms affecting Florida.
|
(2) |
Safepoint xFL represents the dollar amount of reinsurance limit purchased by the Carriers with respect to hurricanes and
other named storms affecting states other than Florida.
|
|
|
|
Industry-Leading Expense Ratio via Streamlined, Tech-Enabled Processes
|
We are focused on disciplined internal cost management, which we believe is a critical component of profitability in the property markets in which we
operate and we believe differentiates us from many of our peers. Over the last several years, we have developed numerous in-house functions specifically tailored to our processes in order to reduce overall costs and produce better outcomes,
including through the expansion of our claims administration and internal litigation teams. In addition, we utilize data-driven, actuarial analytics and advanced
12
Table of Contents
technologies, including artificial intelligence (“AI”), to define, measure and manage risk on a policy-by-policy basis. Our use of AI includes a recently designed and implemented
Agency Relations Management System, which leverages modern cloud architecture to enhance the ease of doing business with Safepoint by streamlining communications and transactions with its network of independent insurance agencies. See
“ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Expense Ratio ” for more information.
Our success with tech-enabled processes has led to a meaningful reduction in our expense ratio. The chart below sets forth our net expense ratio and our
adjusted general expense ratio for each of the years ended December 31, 2024 and December 31, 2025, which is the ratio of general and administrative expenses net of amortization of stock-based compensation and amortization of intangible
assets as a percentage of gross written premiums.
Net Expense Ratio and Adjusted General Expense Ratio (1) By Year
(1) |
Non-GAAP financial measure. See “ Management’s Discussion and Analysis of Financial Condition and Results of
Operations— Reconciliation of Non-GAAP Financial Measures ” for a reconciliation of the non-GAAP financial measure in accordance with their most applicable U.S. GAAP measure.
|
|
|
|
Entrepreneurial Problem Solving Management Team
|
We are entrepreneurial problem solvers who seek to take advantage of the opportunities stemming from the dislocation and lack of capacity in various
markets, particularly the coastal U.S. property insurance market. We believe the expansion of our business in Louisiana is a prime example of how we have recently used this problem-solving skill set to grow our business. At the time of our expansion
in Louisiana in 2021, the property insurance market in the state was significantly challenged following recent catastrophe events, including the ultimate failure of at least 10 insurance companies following Hurricane Ida. In December 2021,
Safepoint assumed personal lines policies in Louisiana from two companies in receivership and one insolvent carrier. Safepoint Insurance assumed the risk on its balance sheet while it established a new venture, Cajun, one of the Reciprocal
Exchanges. We raised new surplus from a combination of our own funds and third-party investors and purchased approximately $240.0 million of reinsurance limit in order to significantly increase our claims paying resources in the state. We
believe that Safepoint and Cajun ultimately benefited approximately 50,000 policyholders from ending up in Louisiana Citizens, where they may have been subject to reduced coverage at higher prices.
|
|
|
Disciplined Data-Driven Underwriting Approach
|
We believe that our disciplined and data-driven approach to risk management has been a key driver of our profitability and sustainability in the
catastrophe-exposed markets in which we
13
Table of Contents
operate. We have made strategic investments in predictive analytics and advanced pricing models, including a state-of-the-art Generalized Linear Modeling (“GLM”) software which incorporates modern statistical and machine learning techniques to build pricing structures that are both more accurate
and more adaptive. We believe these investments enhance our ability to segment risk, strengthen retention and respond quickly to market changes. By leveraging our differentiated access to unique data and technological innovations in underwriting, we
believe we are able to maintain a competitive edge in our target markets and achieve a meaningful reduction in attritional loss ratio over time. Our integrated operations allow us to collaborate seamlessly across key stakeholders (underwriting,
products, claims and legal) to proactively address risk exposures, including fraud-related loopholes, and evolve policy language in response to market dynamics, enhancing underwriting profitability and process efficiency.
The chart below illustrates the meaningful improvement in Safepoint’s gross loss ratio (including paid losses, case reserves and IBNR reserves,
but excluding reinsurance recoverables) for the last 10 accident years as of December 31, 2025. The bar graph in the chart below illustrates Safepoint’s gross loss ratio by accident year, excluding hurricanes and other named storms. All
figures are shown gross of inuring reinsurance recoveries.
Gross Loss Ratio By Accident Year Excluding Named Storms (1)
(1) |
For each of the years listed above, our gross loss ratio by accident year, including named storms, was as follows, without
giving effect to third party reinsurance recoveries: (i) 37.8% for 2014; (ii) 53.3% for 2015, (iii) 49.7% for 2016, (iv) 220.1% for 2017, (v) 41.9% for 2018, (vi) 34.5% for 2019, (vii) 68.1% for 2020, (viii) 122.3% for 2021, (ix) 76.2% for
2022, (x) 18.6% for 2023, (xi) 32.4% for 2024, and (xii) 18.0% for 2025.
|
(2) |
The percentages listed underneath the named storms represent the named storm’s CAT loss ratio, calculated by
subtracting the gross loss ratio by accident year excluding named storms from the gross loss ratio by accident year, including named storms, as listed in footnote 1.
|
|
|
|
Strong Claims Administration , Integrated with Litigation Teams
|
We believe that our dedicated claims administration and litigation teams, which have over 150 full-time employees, have been essential to containing our
overall loss costs and loss adjustment expenses, and has led to a reduction in both the frequency and severity of claims. Additionally, Safepoint’s claims operations are a critical element of our risk management strategy that has enabled us to
consistently maintain sufficient reserves, with no adverse prior
14
Table of Contents
year development over the last five years. In addition, our in-house legal team, which includes experienced trial attorneys, manages all aspects of the
legal process, including pleadings, discovery, mediation and trial. This alignment across claims and legal functions, as well as timely and quality claims services, helps manage litigation and defense costs. For more information on our claims
administration, see “ Business—Claims Administration .”
|
|
|
Strong Visibility into Earnings Driven by High Policyholder Retention
|
Historically we have enjoyed high levels of policyholder retention, which is defined as the level of policy and premium renewals of existing customers
year over year. We believe high policyholder retention has provided a high degree of visibility into our earnings, particularly our recurring fee income streams. We believe our high policyholder retention rates are attributable in part to the
challenging insurance markets in which we operate, including dislocated coastal property markets, which we believe are generally less sensitive to premium rate increases than other segments of property and casualty insurance. Policy and premium
retentions are an important component of maintaining a stable and sustainable book of insurance business and generating sufficient managed premiums for our fee business. We plan to continue to focus on high levels of policyholder retention, while
also maintaining the appropriate premium rate.
The following chart sets forth our policy and premium retention rates for each of the years from
January 1, 2014 through December 31, 2025.
(1) |
Premium retention in excess of 100% indicates an increase in premium.
|
15
Table of Contents
Our Growth Strategies
The key aspects of our business strategy are:
|
|
|
Growing Geographically Through Diversified Distribution Channels
|
Safepoint leverages its management team’s multi-faceted product underwriting expertise to broaden the scope of policyholder solutions by expanding
both our product suite and distribution capabilities. Safepoint is expanding its distribution capabilities via new channels, including wholesalers and MGAs. Safepoint is selective in whom it
chooses to partner with to access new markets, which we believe are all fully aligned with our competitive strengths. We continue to capture market share in admitted lines in Florida and
Louisiana, while expanding nationally into new states and into the excess and surplus lines market. We have achieved such growth while maintaining our underwriting criteria, rating structure, and reinsurance strategy to adequately protect the
Company in excess of a 1-in-250-year catastrophe event. As of February 1, 2026, we are licensed to write admitted insurance
products in six states, granted approval to write excess and surplus lines products in 43 other states and awaiting approval in one additional state, with the goal of national positioning.
Macroeconomic and social environment trends continue to drive strong demand for specialized insurance solutions, due to both increasing and more complex
risks. We have applied our risk management expertise in both the admitted as well as the E&S insurance markets. We have developed a mix of personal and commercial E&S offerings, with a near term focus on California, Nevada, Utah, Arizona,
New Mexico, Colorado, Tennessee, Georgia, South Carolina, North Carolina and Hawaii. E&S offerings allow us to react quickly to changing market conditions and to accelerate the expansion of our business nationally as we do not have to go
through the process of receiving required rate and policy form approvals from individual state regulators.
16
Table of Contents
The map below sets forth the U.S. admitted insurance licenses and E&S approvals, held or pending
by the Reciprocal Exchanges or Safepoint Insurance as of March 31, 2026.
|
|
|
Capitalize On Our Expertise in Catastrophe-Exposed Property Insurance Markets Through
Industry Cycles
|
Throughout our history, we have focused on deliberate growth in underserved, dislocated U.S. coastal
property insurance markets in which we have sufficient expertise to underwrite business that is attractive on a risk-adjusted basis. By prioritizing these underserved, catastrophe-exposed markets, we plan to continue to build a strong presence and
reputation as a reliable insurer in underserved segments. We believe this strategic capability enables us to expand our market share while maintaining a strong commitment to customer service and claims support. The foundation for this growth
strategy is our risk hedging expertise, where we continuously reassess; for example, each year we evaluate the insurance risk we syndicate to various sources, depending on market conditions, terms, availability and pricing. Safepoint syndicates and
conservatively hedges risk to protect its claims-paying resources through catastrophe bonds, industry loss warranties and traditional reinsurance well in excess of regulatory and rating agency requirements for purchasing protection.
|
|
|
Expand Fee Income From Third Parties Leveraging Safepoint ’ s Platform
|
We continue to expand our service relations with third-party MGAs and carriers in exchange for fees. For example, we manage all
of the insurance administration functions of a third-party MGA, including writing $64.9 million of in-force premium as of March 31, 2026, with an unaffiliated carrier. This relationship, and others we seek to establish, allows us to leverage
our
17
Table of Contents
platform to provide services for competitive rates, while achieving a compelling profit margin on the services revenue we receive. In addition, in this context we can benefit from the opportunity
to track various markets and determine where it is prudent to deploy additional resources. We believe there is significant opportunity to expand our service offerings to other unaffiliated MGAs and carriers and drive additional growth in high margin
fee income.
Our Legal Structure
Our organizational
legal structure, immediately prior to and immediately following the offering contemplated by this prospectus, is summarized below. Each entity is wholly owned by its immediate parent, unless otherwise specified below. Cajun and Manatee are not
legally owned subsidiaries of Safepoint because, as reciprocals, they are owned by their subscribers. Cajun and Manatee are managed by their Attorneys-in-Fact, which are wholly owned subsidiaries of Safepoint. Certain non-operating companies have
been removed for presentation purposes.
1 |
As of the date of this prospectus, approximately 74% of the common stock of Safepoint Holdings is owned by members of our
board of directors, senior management and other employees of Safepoint, before giving effect to this offering. After giving effect to the sale of shares of our common stock in this offering, approximately 67% of the common stock of Safepoint
Holdings will be owned by members of our board of directors, senior management and other employees of Safepoint (or approximately 65% if the underwriters’ option to purchase additional shares is exercised in full). A 1% increase (decrease) in
the number of primary shares offered at the assumed price would decrease (increase) our board of directors’, senior management’s and other employees of Safepoint’s percentage ownership by approximately 2.31% percentage points, or
by approximately 0.06% percentage points if the underwriters’ option to purchase additional shares is exercised in full.
|
2 |
This includes all stockholders other than our board of directors, management and employees as a group, none of whom owns
more than 10%. After giving effect to the sale of shares of our common stock in this offering, approximately 33% of the common stock of Safepoint Holdings will be owned by Other Stockholders (or approximately 35% if the underwriters’ option to
purchase additional shares is exercised in full). A 1% increase (decrease) in the number of primary shares offered at the assumed price would decrease (increase) Other
|
18
Table of Contents
|
Stockholders’ percentage ownership by approximately 0.02 percentage points, or by approximately 0.02 percentage points if the underwriters’ option to purchase additional shares is
exercised in full.
|
Our Corporate Information
Safepoint Holdings was formed under the laws of the State of Florida in May 2013 as Safepoint Holdings, LLC and converted to a Florida corporation on
July 1, 2015. Prior to the completion of this offering, Safepoint Holdings redomesticated from a Florida corporation to a Delaware corporation on May 8, 2026.
Our principal business office is located at 4010 Gunn Highway, Tampa, Florida 33618. Our website address is www.safepointins.com. Information contained
on our website is not incorporated by reference into this prospectus, and such information should not be considered to be part of this prospectus.
Our design logo is owned by us or one of our subsidiaries. All other trademarks, service marks and trade names appearing in this prospectus are the
property of their respective owners.
Summary Risk Factors
Investing in our common stock involves risks, which are discussed more fully under “ Risk Factors .” You should carefully consider all
the information in this prospectus, including under “ Risk Factors ,” before making an investment decision. These risks include, but are not limited to, the following:
|
|
|
claims arising from unpredictable and severe catastrophe events could reduce our earnings and stockholders’ equity
and limit our ability to underwrite new insurance policies;
|
|
|
|
the inability to purchase third-party reinsurance or otherwise expand our catastrophe coverage in amounts we desire on
commercially acceptable terms or on terms that adequately protect us;
|
|
|
|
our risk management and loss limitation methods, including estimates and models, may fail to adequately manage our exposure
to losses from catastrophe events and our losses could be materially higher than our expectations;
|
|
|
|
our losses and loss expense reserves may be inadequate to cover our actual losses, which could have a material adverse
effect on our financial condition, results of operations and cash flows;
|
|
|
|
a decline in our financial strength rating may adversely affect the amount of business we write;
|
|
|
|
unexpected changes in the interpretation of our coverage or provisions, including loss limitations and exclusions, in our
policies could have a material adverse effect on our financial condition and results of operations;
|
|
|
|
our reinsurers may not reimburse us for claims on a timely basis, or at all, which may materially adversely affect our
business, financial condition and results of operations;
|
|
|
|
our failure to accurately and timely pay claims could materially and adversely affect our business, financial condition,
results of operations, and prospects;
|
19
Table of Contents
|
|
|
adverse economic factors, including recession, inflation, periods of high unemployment or lower economic activity could
result in the sale of fewer policies than expected or an increase in the frequency of claims and premium defaults, or a combination of these effects, which, in turn, could affect our growth and profitability;
|
|
|
|
the insurance business is historically cyclical in nature and we believe we are currently experiencing a relatively hard
market cycle, which may affect our financial performance and cause our operating results to vary from quarter to quarter and may not be indicative of future performance;
|
|
|
|
we are subject to extensive regulation, which may adversely affect our ability to achieve our business objectives; failure
to comply with these regulations could subject us to penalties, including fines and suspensions, which may adversely affect our financial condition and results of operations;
|
|
|
|
we identified material weaknesses in our internal controls over financial reporting and may identify additional material
weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations;
|
|
|
|
we could be adversely affected by the loss of one or more key personnel or by an inability to attract and retain qualified
personnel; and
|
|
|
|
our costs will increase as a result of operating as a public company, and our management will be required to devote
substantial time to complying with public company regulations.
|
Implications of Being an Emerging Growth Company
We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging
growth company, we may, for up to five years, take advantage of specified exemptions from reporting and other regulatory requirements that are otherwise applicable generally to public companies. These exemptions include:
|
|
|
that the presentation in this prospectus needs to include only two years of audited financial statements and only two years
of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;
|
|
|
|
an exception from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of
2002, as amended;
|
|
|
|
reduced disclosure about our executive compensation arrangements in our periodic reports, proxy statements and registration
statements;
|
|
|
|
exemptions from the requirements of holding non-binding advisory votes on executive
compensation or golden parachute arrangements; and
|
|
|
|
an exemption from compliance with the requirements of the Public Company Accounting Oversight Board regarding the
communication of critical audit matters in the auditor’s report on financial statements.
|
We may take advantage of these
provisions until we no longer qualify as an emerging growth company. We will cease to qualify as an emerging growth company on the date that is
20
Table of Contents
the earliest of: (i) the last day of our fiscal year following the fifth anniversary of the date of the completion of this offering, (ii) the last day of the fiscal year in which we
have more than $1.235 billion in total annual gross revenues, (iii) the date on which we are deemed to be a “large accelerated filer” under the rules of the U.S. Securities and Exchange Commission, which means the market value
of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30, or (iv) the date on which we have issued more than $1.0 billion of non-convertible debt over the prior three-year period. We may choose to take advantage of some but not all of these reduced reporting burdens. We have taken advantage of certain reduced reporting
requirements in this prospectus. Accordingly, the information contained herein may be different than you might obtain from other public companies in which you hold equity interests.
In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards
apply to private companies. We have elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As
a result of the accounting standards election, we will not be subject to the same implementation timing for new or revised accounting standards as other public companies that are not emerging growth companies, which may make comparison of our
financials to those of other public companies more difficult. As a result of these elections, the information that we provide in this prospectus may be different than the information you may receive from other public companies in which you hold
equity interests. In addition, it is possible that some investors will find our common stock less attractive as a result of these elections, which may result in a less active trading market for our common stock and higher volatility in our share
price.
21
Table of Contents
The Offering
Common stock offered by us
|
6,242,317 shares |
Common stock offered by the selling stockholders
|
10,424,350 shares |
Common stock outstanding after this offering
|
68,432,417 shares |
Option to purchase additional shares of common stock offered in this offering
|
We have granted the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase from the Company up to an additional 2,500,000 shares. |
Use of proceeds
|
We estimate that the net proceeds to us from the sale of shares of our common stock in this offering will be approximately $91.5 million (or approximately $128.9 million if the underwriters’ option to purchase additional shares
is exercised in full) based upon the assumed initial public offering price of $16.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting the estimated
underwriting discounts and estimated offering expenses payable by us. We will not receive any of the proceeds from the sale of our common stock in this offering by the selling stockholders. |
|
The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our common stock and thereby enable access to the public equity markets for us and our
stockholders. See “ Use of Proceeds ” for a more complete description of the intended use of proceeds from this offering. |
Proposed NYSE trading symbol
|
“SFPT” |
Voting
|
Each share of our common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. |
Risk factors
|
You should read the section entitled “ Risk Factors ” and the other information included elsewhere in this prospectus for a discussion of some of the risks and uncertainties you should carefully consider before deciding to
invest in our common stock. |
Dividend policy
|
We anticipate paying a quarterly cash dividend on our common stock of $0.12 per share beginning in the third
|
22
Table of Contents
|
quarter of 2026. We anticipate paying aggregate cash dividends of $32.8 million per annum on our common stock, resulting in an annual yield of 3.0% (or approximately $34.0 million per annum,
resulting in an annual yield of 3.0% if the underwriters’ option to purchase additional shares is exercised in full) based on a price of $16.00 per share, which is the midpoint of the estimated price range set forth on the cover page
of this prospectus. Our ability to pay dividends on our common stock may be limited by the terms of any future debt or preferred securities we may issue or any future credit facilities we may enter into. See the section entitled “ Dividend
Policy .”
|
Directed Share Program
|
At our request, the underwriters have reserved for sale, at the initial public offering price, up to 5% of the common stock offered by this prospectus for sale to our director, director nominees, officers and certain of our employees and other
persons associated with us. The number of shares of our common stock available for sale to the general public will be reduced to the extent these individuals purchase such reserved shares. Any reserved shares that are not so purchased will be
offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus. Pursuant to the underwriting agreement, the sales will be made by Morgan Stanley & Co, LLC, an underwriter of this offering,
through a Directed Share Program. If these persons purchase reserved common stock, it will reduce the number of shares of common stock available for sale to the general public. Any reserved shares of common stock that are not so purchased will be
offered by the underwriters to the general public on the same terms as the other shares of common stock offered by this prospectus. Any shares sold in the Directed Share Program to a party who has entered into a lock-up agreement described above
shall be subject to the provisions of such lock-up agreement. See the section entitled “ Underwriting—Directed Share Program .” |
The total number of shares of our common stock that will be outstanding after this offering includes 62,190,100 shares of common stock outstanding as of
immediately prior to the closing of this offering and excludes:
|
|
|
12,603,900 shares of common stock issuable upon the exercise of Options that were outstanding as of March 31,
2026 under our 2024 Stock Incentive Plan, or the 2024 Plan, which represent (i) 3,150,900 shares of common stock with an exercise price of $21.58 per share, (ii) 3,150,900 shares of common stock with an exercise price of
$27.07 per share, (iii) 3,150,950 shares of common stock with an exercise price of $38.35 per share, and (iv) 3,151,150 shares of common stock with an exercise price of $48.44 per share.
|
23
Table of Contents
|
|
|
3,520,200 shares of our common stock issuable upon the exercise of the Common Stock Purchase Warrant outstanding as of
May 26, 2026, which will become a warrant to purchase shares of our Common Stock, with an exercise price of $3.55 per share;
|
|
|
|
6,500,000 shares of common stock reserved for future issuance under our 2026 Plan, which we intend to adopt in
connection with this offering. The shares reserved for future issuance under our 2026 Plan include (i) an aggregate of 200,000 shares of restricted stock that will be issued in connection with this offering to certain employees in connection with
recent hires, promotions or other merit based determinations, in each case, that will cliff vest on April 1, 2029, subject to the grantee’s continued employment through such date, (ii) 129,900 shares of common stock underlying the restricted
stock unit awards that we intend to grant at the time of this offering to certain employees that will vest on the six month anniversary of this offering, and (iii) 25,000 shares of common stock underlying the restricted stock unit awards that we
intend to grant at the time of this offering to non-employee members of our board of directors that will vest on the one-year anniversary thereof or, if earlier, on the date of our annual meeting of shareholders in 2027 (such number of shares
underlying the restricted stock unit awards to be granted to our non-employee directors based on an assumed initial public offering price of $16.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of
this prospectus). In addition, if any of the 1,465,000 shares of restricted stock outstanding under the 2024 Plan or any of the Options outstanding under the 2024 Plan (pursuant to which 12,603,900 shares of common stock are issuable) are canceled,
forfeited, settled in cash or otherwise terminated without delivery to the holder of the full number of shares of common stock underlying the award, such shares will become available for grant under the 2026 Plan. The total number of shares of
common stock reserved and available for delivery under the 2026 Plan will be increased on the first day of each of the fiscal years during the term of the 2026 Plan, beginning with fiscal year 2027, in an amount equal to the lowest of (i) 3% of the
Company’s outstanding shares of common stock on the last day of the immediately preceding fiscal year, (ii) 1,950,000 shares of the Company’s common stock and (iii) such number of shares of the Company’s common stock as determined
by our board of directors; and
|
|
|
|
1,500,000 shares of common stock reserved for future issuance under our 2026 Employee Stock Purchase Plan, or the 2026
ESPP, and together with the 2026 Plan, the “2026 Equity Compensation Plans,” which we intend to adopt in connection with this offering. The total number of shares of common stock available for issuance under the 2026 ESPP will be
increased on the first day of each of the fiscal years during the term of the 2026 ESPP, beginning with fiscal year 2027, in an amount equal to the lowest of (i) 1% of the Company’s outstanding shares of common stock on the last day of
the immediately preceding fiscal year, (ii) 65,000 shares of the Company’s common stock and (iii) such number of shares of the Company’s common stock as determined by our board of directors.
|
Unless otherwise indicated, the information presented in this prospectus:
|
|
|
assumes that the initial public offering price of the common stock will be $16.00 per share (the midpoint of the estimated
initial public offering price range set forth on the cover of this prospectus);
|
|
|
|
(i) reflects a 50-for-1 split of each outstanding share of our common stock and (ii) assumes the filing and
effectiveness of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws, in each case,
|
24
Table of Contents
|
which will occur after the effectiveness of this registration statement, but prior to the consummation of this offering; and
|
|
|
|
assumes no exercise of the option granted to the underwriters to purchase additional shares of
common stock.
|
25
Table of Contents
SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA
The following tables present our summary consolidated financial and other data as of and for the periods indicated.
The summary consolidated statements of operations data for the three months ended March 31, 2026 and March 31, 2025 and fiscal years ended
December 31, 2025 and 2024, and the summary consolidated balance sheet data as of March 31, 2026, December 31, 2025 and 2024 are derived from our annual consolidated financial statements included elsewhere in this prospectus. Our
historical results are not necessarily indicative of the results that should be expected in any future period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months
Ended
March 31,
2026
|
|
|
Three
Months
Ended
March 31,
2025
|
|
|
$
Change |
|
|
% Change |
|
|
Year ended
December 31,
2025 |
|
|
Year ended
December 31,
2024 |
|
|
$
Change |
|
|
% Change |
|
|
|
($ in thousands, except percentages)
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross written premiums
|
|
$ |
184,134 |
|
|
|
183,325 |
|
|
|
809 |
|
|
|
0.4 |
% |
|
$ |
927,238 |
|
|
$ |
642,591 |
|
|
|
284,647 |
|
|
|
44.3 |
% |
Change in gross unearned premiums
|
|
|
46,387 |
|
|
|
5,015 |
|
|
|
41,372 |
|
|
|
825.0 |
% |
|
|
(123,948 |
) |
|
|
(114,052 |
) |
|
|
(9,896 |
) |
|
|
8.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross earned premiums
|
|
|
230,521 |
|
|
|
188,340 |
|
|
|
42,181 |
|
|
|
22.4 |
% |
|
|
803,290 |
|
|
|
528,539 |
|
|
|
274,751 |
|
|
|
52.0 |
% |
Ceded earned premiums
|
|
|
(76,032 |
) |
|
|
(83,376 |
) |
|
|
7,344 |
|
|
|
-8.8 |
% |
|
|
(325,413 |
) |
|
|
(290,549 |
) |
|
|
(34,864 |
) |
|
|
12.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earned premiums
|
|
|
154,489 |
|
|
|
104,964 |
|
|
|
49,525 |
|
|
|
47.2 |
% |
|
|
477,877 |
|
|
|
237,990 |
|
|
|
239,887 |
|
|
|
100.8 |
% |
Policy fee income
|
|
|
3,136 |
|
|
|
1,313 |
|
|
|
1,823 |
|
|
|
138.8 |
% |
|
|
6,680 |
|
|
|
4,792 |
|
|
|
1,888 |
|
|
|
39.4 |
% |
Net investment income
|
|
|
7,989 |
|
|
|
4,445 |
|
|
|
2,087 |
|
|
|
47.0 |
% |
|
|
24,939 |
|
|
|
13,802 |
|
|
|
11,137 |
|
|
|
80.7 |
% |
Net realized investment loss
|
|
|
(400 |
) |
|
|
- |
|
|
|
(400 |
) |
|
|
-100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other insurance related income
|
|
|
2,802 |
|
|
|
1,699 |
|
|
|
1,103 |
|
|
|
64.9 |
% |
|
|
6,836 |
|
|
|
5,398 |
|
|
|
1,438 |
|
|
|
26.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
|
168,016 |
|
|
|
112,421 |
|
|
|
55,595 |
|
|
|
49.5 |
% |
|
|
516,309 |
|
|
|
262,159 |
|
|
|
254,150 |
|
|
|
96.9 |
% |
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Losses and loss adjustment expenses, net
|
|
|
45,491 |
|
|
|
40,584 |
|
|
|
4,907 |
|
|
|
12.1 |
% |
|
|
145,275 |
|
|
|
136,050 |
|
|
|
9,225 |
|
|
|
6.8 |
% |
Policy acquisition costs, net of ceding commissions
|
|
|
20,285 |
|
|
|
10,971 |
|
|
|
9,314 |
|
|
|
84.9 |
% |
|
|
59,158 |
|
|
|
38,877 |
|
|
|
20,281 |
|
|
|
52.2 |
% |
26
Table of Contents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months
Ended
March 31,
2026
|
|
|
Three
Months
Ended
March 31,
2025
|
|
|
$
Change |
|
|
% Change |
|
|
Year ended
December 31,
2025 |
|
|
Year ended
December 31,
2024 |
|
|
$ Change |
|
|
% Change |
|
|
|
($ in thousands, except percentages)
|
|
General and administrative expenses
|
|
|
27,088 |
|
|
|
13,827 |
|
|
|
13,261 |
|
|
|
95.9 |
% |
|
|
74,394 |
|
|
|
52,262 |
|
|
|
22,132 |
|
|
|
42.3 |
% |
Interest expense
|
|
|
2,483 |
|
|
|
1,756 |
|
|
|
727 |
|
|
|
41.4 |
% |
|
|
10,089 |
|
|
|
4,744 |
|
|
|
5,345 |
|
|
|
112.7 |
% |
Loss on debt extinguishment
|
|
|
- |
|
|
|
8,873 |
|
|
|
(8,873 |
) |
|
|
-100.0 |
% |
|
|
8,873 |
|
|
|
— |
|
|
|
8,873 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
95,347 |
|
|
|
76,011 |
|
|
|
19,336 |
|
|
|
25.4 |
% |
|
|
297,789 |
|
|
|
231,933 |
|
|
|
65,856 |
|
|
|
28.4 |
% |
Income before income taxes
|
|
|
72,669 |
|
|
|
36,410 |
|
|
|
36,259 |
|
|
|
99.6 |
% |
|
|
218,520 |
|
|
|
30,226 |
|
|
|
188,294 |
|
|
|
623.0 |
% |
Provision for income tax expense
|
|
|
17,250 |
|
|
|
8,820 |
|
|
|
8,430 |
|
|
|
95.6 |
% |
|
|
52,937 |
|
|
|
5,970 |
|
|
|
46,967 |
|
|
|
786.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
55,419 |
|
|
|
27,590 |
|
|
|
27,829 |
|
|
|
100.9 |
% |
|
|
165,583 |
|
|
|
24,256 |
|
|
|
141,327 |
|
|
|
582.6 |
% |
Net income (loss) from non-controlling interest
|
|
|
7,386 |
|
|
|
11,036 |
|
|
|
(3,650 |
) |
|
|
-33.1 |
% |
|
|
8,367 |
|
|
|
(17,026 |
) |
|
|
25,393 |
|
|
|
-149.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to controlling interest
|
|
$ |
48,033 |
|
|
$ |
16,554 |
|
|
|
31,479 |
|
|
|
190.2 |
% |
|
$ |
157,216 |
|
|
$ |
41,282 |
|
|
|
115,934 |
|
|
|
280.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Key Operating and Financial Metrics:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Net operating income to Safepoint shareholders
|
|
$ |
48,755 |
|
|
$ |
23,777 |
|
|
|
|
|
|
|
|
|
|
$ |
165,645 |
|
|
$ |
40,033 |
|
|
|
|
|
|
|
|
|
(1) Managed premium (trailing twelve months)
|
|
$ |
993,511 |
|
|
$ |
737,085 |
|
|
|
|
|
|
|
|
|
|
$ |
985,298 |
|
|
$ |
653,551 |
|
|
|
|
|
|
|
|
|
Insurance Services revenue
|
|
$ |
36,150 |
|
|
$ |
33,176 |
|
|
|
|
|
|
|
|
|
|
$ |
161,749 |
|
|
$ |
76,455 |
|
|
|
|
|
|
|
|
|
(1) Insurance Services EBITDA
|
|
$ |
23,553 |
|
|
$ |
23,429 |
|
|
|
|
|
|
|
|
|
|
$ |
115,956 |
|
|
$ |
47,821 |
|
|
|
|
|
|
|
|
|
(1) Insurance Services EBITDA Margin
|
|
|
65.2 |
% |
|
|
70.6 |
% |
|
|
|
|
|
|
|
|
|
|
71.7 |
% |
|
|
62.5 |
% |
|
|
|
|
|
|
|
|
(1) Adjusted general expense ratio (trailing twelve months)
|
|
|
7.8 |
% |
|
|
6.4 |
% |
|
|
|
|
|
|
|
|
|
|
6.9 |
% |
|
|
6.5 |
% |
|
|
|
|
|
|
|
|
(1) Return on equity to Safepoint shareholders
|
|
|
88.4 |
% |
|
|
82.8 |
% |
|
|
|
|
|
|
|
|
|
|
103.5 |
% |
|
|
63.5 |
% |
|
|
|
|
|
|
|
|
(1) Adjusted Reciprocal Exchange combined ratio
|
|
|
70.8 |
% |
|
|
30.1 |
% |
|
|
|
|
|
|
|
|
|
|
70.2 |
% |
|
|
81.5 |
% |
|
|
|
|
|
|
|
|
27
Table of Contents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months
Ended
March 31,
2026
|
|
|
Three
Months
Ended
March 31,
2025
|
|
|
$
Change |
|
|
% Change |
|
|
Year ended
December 31,
2025 |
|
|
Year ended
December 31,
2024 |
|
|
$
Change |
|
|
% Change |
|
|
|
($ in thousands, except percentages)
|
|
Risk-bearing Entities loss ratio
|
|
|
23.1 |
% |
|
|
28.1 |
% |
|
|
|
|
|
|
|
|
|
|
20.1 |
% |
|
|
44.3 |
% |
|
|
|
|
|
|
|
|
Risk-bearing Entities expense ratio
|
|
|
38.5 |
% |
|
|
60.4 |
% |
|
|
|
|
|
|
|
|
|
|
45.9 |
% |
|
|
41.6 |
% |
|
|
|
|
|
|
|
|
Risk-bearing Entities combined ratio
|
|
|
61.6 |
% |
|
|
88.5 |
% |
|
|
|
|
|
|
|
|
|
|
66.0 |
% |
|
|
85.9 |
% |
|
|
|
|
|
|
|
|
(1) |
Non-GAAP financial measure. See “ Reconciliation of Non-GAAP Financial Measures ” for a reconciliation of
the non-GAAP financial measure in accordance with their most applicable U.S. GAAP measure.
|
You should read this data together
with our audited consolidated financial statements and related notes, as well as the information under the caption “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ,” included elsewhere
in this prospectus.
28
Table of Contents
RISK FACTORS
An investment in our common stock involves a certain degree of risk. In deciding whether to invest, you should carefully consider the following risk
factors, as well as the financial and other information contained in this prospectus, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and
related notes. Any of the following risks could have an adverse or material effect on our business, financial condition, results of operations or prospects and cause the value of our stock to decline, which could cause you to lose all or part of
your investment. Additional risks and uncertainties of which we are unaware, or that we currently deem immaterial also may become important factors that affect us.
Risks Related to Our Business and Industry
If the
management fee rate earned by the Attorneys-in-Fact is reduced or if there is a significant decrease in the amount of premiums written by the Reciprocal Exchanges, our
revenues and profitability could be materially adversely affected.
We are dependent upon management fees we earn from the Reciprocal Exchanges,
which represented $158.2 million in revenue for the year ended December 31, 2025 (which is ultimately eliminated in consolidation for GAAP). In accordance with the attorney-in-fact agreements with the policyholders of the Reciprocal Exchanges,
we currently earn an annual fee equal to 17% of the gross written premiums plus 3% of gross earned premiums of the Reciprocal Exchanges. Any reduction in the gross written premiums of the Reciprocal Exchanges and/or the management fee rate, whether
as a result of insurance losses, a loss of financial strength ratings, a regulatory action, change in applicable law, whether or not described herein, could have a negative effect on our revenues and net income attributable to controlling interest.
We have exposure to unpredictable and severe catastrophes, including those caused by global climate change, which could reduce or eliminate our earnings and
stockholders’ equity and limit our ability to underwrite new insurance policies.
Our insurance operations expose us to claims arising from
unpredictable catastrophe events, such as hurricanes, tropical storms, severe thunderstorms, earthquakes, floods, wildfires, sink-holes, hail and other severe events. Furthermore, the actual occurrence, frequency and magnitude of such events are
uncertain. Over the past several years, changing weather patterns and climatic conditions, such as rising average global temperatures, have added to the unpredictability and frequency of natural disasters in certain parts of the world, including the
markets in which we operate. This may include catastrophes in markets where we have only recently begun to insure against loss, such as in California, where devastating wildfires have become a regular occurrence and have caused a significant amount
of residential and commercial property loss and damage. Climate change may increase the frequency and severity of extreme weather events. This effect has led to conditions in the ocean and atmosphere, including warmer-than-average sea-surface temperatures and low wind shear that increase hurricane activity. Hurricane activity typically increases between June and November of each year, though the actual occurrence and magnitude of such events
is uncertain. The occurrence of a natural disaster or other catastrophe loss could materially adversely affect our business, financial condition, and results of operations. Additionally, any increased frequency and severity of such weather events,
including hurricanes, could have a material adverse effect on our ability to predict, quantify, reinsure and manage catastrophe risk, which may materially increase our losses resulting from such catastrophe events.
29
Table of Contents
The extent of losses from catastrophes is a function of both the frequency and severity of the insured
events and the total amount of insured exposure in the areas affected. The frequency and severity of catastrophes are inherently unpredictable and the occurrence of one catastrophe does not make the occurrence of another catastrophe more or less
likely. Increases in the replacement cost of insured property due to higher material and labor costs, increases in concentrations of insured property, the effects of inflation, and changes in cyclical weather patterns may increase the severity of
claims from catastrophe events in the future. Claims from catastrophe events could reduce our earnings and cause substantial volatility in our results of operations for any fiscal quarter or year, which could materially adversely affect our
financial condition, possibly to the extent of eliminating our total stockholders’ equity, and/or our financial strength ratings. Our ability to underwrite new insurance policies could also be materially adversely impacted.
Our loss reserves are estimates and may be inadequate to cover our actual liability for losses, causing our results of operations to be adversely affected.
We maintain reserves, also referred to as loss reserves, to cover estimated liabilities for unpaid losses and loss expenses, including legal and other
fees as well as other claims settlement costs, for reported and unreported claims incurred as of the end of each accounting period. Loss reserves do not represent an exact calculation of liability. Rather, loss reserves represent an estimate of what
the Company’s ultimate settlement and administration of claims is expected to cost. These estimates, which generally involve actuarial projections, are based on the assessment of facts and circumstances then known, as well as estimates of
future trends in claims severity, frequency, judicial theories of liability and other factors. The variables described above are affected by both internal and external events, such as claims handling procedures, inflation, judicial and litigation
trends and legislative changes. Additionally, there may be a significant delay between when a loss event occurs and the time it is reported to us. As a result, estimates of loss associated with specific claims can increase as new information
emerges, and our projections and our estimates may be inaccurate, which in turn may cause our actual losses to exceed our loss reserves and cause the reserves for the claim to become inadequate. If our actual losses exceed our loss reserves, our
financial results, our ability to expand our business and to compete in the property and casualty insurance industry may be negatively affected.
Factors that affect unpaid losses and loss adjustment expenses include the estimates made on a claim-by-claim basis known as “case reserves” coupled with bulk estimates known as “incurred but not yet reported” (or “IBNR”) loss reserves. Periodic estimates by
management of the ultimate costs required to resolve all claims are based on our analysis of historical data and estimations of the impact of numerous factors such as (i) factual information for each claim; (ii) industry and company
historical loss experience and development patterns; (iii) legislative enactments, judicial decisions, legal developments in the awarding of damages and changes in political attitudes; and (iv) trends in general economic conditions,
including the effects of inflation. Management revises its estimates based on the results of its analysis. This process assumes that past experience, adjusted for the effects of current developments and anticipated trends, is an appropriate basis
for estimating the ultimate resolution of all claims. There is no precise method for subsequently evaluating the impact of any specific factor on the adequacy of the reserves, because the eventual redundancy or deficiency is affected by multiple
factors.
Because of the inherent uncertainties in the reserving process, we cannot be certain that our reserves will be adequate to cover our
actual losses and loss adjustment expenses. If our reserves for unpaid losses and loss adjustment expenses are less than actual losses and loss adjustment expenses, we will be required to increase our reserves with a corresponding reduction in our
net income in the period in which the deficiency is identified. Future loss
30
Table of Contents
experience substantially in excess of our reserves for unpaid losses and loss adjustment expenses could substantially harm our results of operations and financial condition and financial strength
ratings.
Our insurance company affiliates are subject to minimum capital and surplus requirements, and our failure to meet these requirements could subject us
to regulatory action.
Our Carriers are subject to risk-based capital standards and other minimum capital and surplus requirements imposed under
applicable state laws, currently the laws of Florida for Safepoint Insurance and Manatee and Alabama for Cajun. Florida’s risk-based capital standards, based upon the NAIC’s Risk-Based Capital for Insurers Model Act, require Safepoint
Insurance to report its results of risk-based capital calculations to the insurance regulatory commission of its state of domicile and the NAIC. These risk-based capital standards provide for different levels of regulatory attention depending upon
the ratio of an insurance company’s total adjusted capital, as calculated in accordance with NAIC guidelines, to its authorized control level risk-based capital. Authorized control level risk-based capital is determined using the NAIC’s
risk-based capital formula, which measures the minimum amount of capital that an insurance company needs to support its overall business operations.
An insurance company with total adjusted capital that is less than 200% of its authorized control level risk-based capital is at a company action level,
which would require the insurance company to file a risk-based capital plan that, among other things, contains proposals of corrective actions the company intends to take that are reasonably expected to result in the elimination of the company
action level event. Additional action level events occur when the insurer’s total adjusted capital falls below 150%, 100%, and 70% of its authorized control level risk-based capital. The lower the percentage, the more severe the regulatory
response, including, in the event of a mandatory control level event (total adjusted capital falls below 70% of the insurer’s authorized control level risk-based capital), placing the insurance company into receivership.
In addition, our Carriers are required to maintain certain minimum capital and surplus and to limit their written premiums to specified multiples of its
capital and surplus. Our Carriers could exceed these ratios if their volume increases faster than anticipated or if their surplus declines due to catastrophe or non-catastrophe losses or excessive underwriting
and operational expenses.
Florida law requires a residential property writer to maintain surplus of the greater of $15.0 million or 10% of its
liabilities. As of December 31, 2025, Safepoint Insurance held surplus of $108 million. Florida law also restricts the ratio of written premiums to policyholder surplus to 10 to 1 on a gross
basis and 4 to 1 on a net of reinsurance basis. For the year ending December 31, 2025, Safepoint Insurance’s gross and net written premiums to policyholder surplus ratios were 1.0 to 1 and 0.58 to 1, respectively. For the year ending
December 31, 2025, Manatee’s gross and net written premiums to policyholder surplus ratios were 5.9 to 1 and 1.9 to 1, respectively.
Alabama law requires reciprocal insurers domiciled in Alabama and transacting property and casualty insurance for less than five years to maintain a
surplus of at least $1.25 million. As of December 31, 2025, Cajun held surplus of $58.4 million.
Any failure by Safepoint Insurance,
Cajun or Manatee to meet the risk-based capital or minimum statutory capital requirements or the writings ratio limitations imposed by applicable state insurance regulations could subject it to further examination or corrective action imposed by
state regulators, including limitations on our writing of additional business, state supervision or rehabilitation or liquidation.
31
Table of Contents
Any changes in existing risk-based capital requirements, minimum statutory capital requirements, or
applicable writings ratios may require us to increase our statutory capital levels, which we may be unable to do.
Because our insurance operations are
geographically concentrated, any single catastrophic event, or a series of such events, or other condition affecting losses in the U.S. coastal states in which we operate could adversely affect our financial condition and results of operations.
Our insurance operations are geographically concentrated in Florida and the other U.S. gulf states. As of December 31, 2025, 94% of our
policies (measured by in-force premium, excluding unaffiliated managed premium) insured customers in Florida and/or Louisiana. In addition, our business is geographically concentrated along the coast.
Florida has 1300 miles of linear coast, Louisiana and Texas each have over 300 miles of linear coast. While 95% of our insurance portfolio (by policy count) insures risks within 50 miles of the coast, we employ catastrophe loss models to manage risk
concentrations among other physical parameters. A single catastrophic event, or a series of such events, destructive weather patterns, general economic trends, regulatory developments or other conditions specifically affecting such states,
particularly along the coastal areas, could have a disproportionately adverse impact on our business, financial condition and results of operations. Further, as compared to our competitors who operate on a wider geographic scale, any adverse changes
in the regulatory environment affecting property and casualty insurance in Florida or Louisiana may expose us to more significant risks. In the event of such catastrophes, the laws and regulations of Florida and Louisiana, as well as of other states
where we are regulated to do business, may restrict or prevent us from taking actions to reduce our exposure to losses related to such catastrophes. For example, we may be prevented from using non-renewals or
cancellations to limit our exposure following a catastrophe, may be required to provide additional advance notice of non-renewals and cancellations, or may be subject to rate change delays or limits or may be
prevented from exiting a market that has become unprofitable.
In addition, changes in the prevailing regulatory, legal, economic, political,
demographic or competitive environment, and other conditions in such states could also make it less attractive for us to do business in those states and would have a more pronounced effect on our business than it would on other insurance companies
that are more geographically diversified than we are.
Increased competition, competitive pressures, industry developments and market conditions could affect the
growth of our business and adversely impact our financial results.
The property and casualty insurance industry in U.S. coastal states is highly
competitive, and we believe it will remain highly competitive for the foreseeable future. We compete not only with other insurance corporations, but also with Florida Citizens, mutual companies, other underwriting organizations and alternative
risk-sharing mechanisms. Our principal lines of business are written by numerous other insurance companies. We face competition from national and regional insurers, coastal specialists, new entrants and the residual market, such as Florida Citizens
and Louisiana Citizens. Larger and more established national and regional insurance companies may have certain competitive advantages, including increased name recognition, increased loyalty of their customer base and reduced per policy acquisition
costs. We compete for business not only on the basis of price, but also on the basis of financial strength, types of coverages offered, availability of coverage desired by customers, commission structure and quality of service to our policyholders
and agents. We may have difficulty continuing to compete successfully on any of these bases in the future. Competition could limit our ability to retain existing business or to write new business at adequate rates, and such
32
Table of Contents
limitation may cause a material adverse effect on our results of operations and financial position. Because we are smaller than some of our competitors, we may lack the resources to increase or
maintain our market share.
Further, the rapid evolution of AI and technology in general may alter the competitive landscape. While we expect to
continue leveraging technology, data and analytics efficiently, it is possible that competitors will leverage AI and technology solutions more effectively, which may adversely impact our competitive position. Competitors could enter the insurance
market and further accelerate these trends. Our competitive position could be adversely impacted if we are unable to deploy, in a cost-effective and competitive manner, technology or if our competitors collect and use data which we do not have the
ability or access to utilize.
In addition, industry developments could further increase competition in our industry. These developments could
include:
|
|
|
an influx of new capital in the marketplace as existing companies attempt to expand their businesses and new companies
attempt to enter the insurance business as a result of better premium pricing and/or policy terms;
|
|
|
|
an increase in programs in which state-sponsored entities provide property insurance in catastrophe-prone areas; and
|
|
|
|
changes in the regulatory and political climate.
|
These developments and others could make the property and casualty insurance marketplace more competitive by increasing the supply of insurance
available. If competition limits our ability to write new business at adequate rates, our future results of operations would be adversely affected.
The
insurance business is historically cyclical in nature, which may affect our financial performance and cause our operating results to vary from quarter to quarter and may not be indicative of future performance.
Historically, insurers have experienced significant fluctuations in operating results due to competition, frequency and severity of catastrophic events,
levels of capacity, adverse litigation trends, regulatory constraints, volatility in investment results, general economic conditions and other factors. Increased pricing competition among insurers, which is sometimes referred to as a “soft
market,” can adversely affect revenue and profitability levels. As insurers recognize this situation (which can occur at different times, for different products and for different companies), the historical reaction has been for insurers to
raise their rates (sometimes referred to as a “hard market”) in an attempt to restore profitability to acceptable levels. As more insurers react in this way, profit levels in the industry may increase to a point where some insurers begin
to lower their rates, starting the cycle over again. The ability to discern at any point in time whether we are in a “hard” or “soft” market is often difficult, as such a conclusion represents an assessment of innumerable
data points including, among others, the operating results of, and the dynamic competitive actions taken by, us and many competitors in multiple markets involving a variety of products. Often, detailed information on our competitors becomes
available on a delayed basis, and the nature of the market becomes apparent only in retrospect. Our ability to predict future competitive conditions is also constrained as a result.
The supply of insurance is related to prevailing prices, the level of insured losses and the level of capital available to the industry that, in turn,
may fluctuate in response to changes in rates of return on investments being earned in the insurance industry. As a result, the insurance
33
Table of Contents
business historically has been a cyclical industry characterized by periods of intense price competition due to excessive underwriting capacity as well as periods when shortages of capacity
increased premium levels. Demand for insurance depends on numerous factors, including the frequency and severity of catastrophic events, levels of capacity, the introduction of new capital providers and general economic conditions. All of these
factors fluctuate and may contribute to price declines generally in the insurance industry.
We believe the coastal property insurance market is
currently transitioning to a softer market cycle. However, we cannot predict with certainty whether market conditions will improve, remain constant or deteriorate. Negative market conditions may impair our ability to underwrite insurance at rates we
consider appropriate and commensurate relative to the risk assumed. Additionally, negative market conditions could result in a decline in policies sold, an increase in the frequency of claims and premium defaults and an uptick in the frequency of
falsification of claims. If we cannot underwrite insurance at appropriate rates, our ability to transact business will be materially and adversely affected. Any of these factors could lead to an adverse effect on our business, results of operations
and financial condition.
Our success and ability to grow our business depends on retaining and expanding our customer base. If we fail to add new customers or
retain current customers, our business, results of operations and financial condition could be harmed.
We believe that the growth of our
business and revenue depends upon our ability to retain our existing customers and add new customers in our current geographic markets and in the markets in which we expand. While we have experienced significant customer growth since we commenced
operations, we may not be able to maintain this growth and our customer base could shrink over time.
Our ability to attract new customers and
retain existing customers depends on our ability to continue providing positive insurance-buying and claims-filing customer experiences, competitive pricing and adequate insurance coverage. In order to maintain this reputation, we may be required to
incur significantly higher marketing expenses, costs related to improving our service, and lower margins in order to attract new customers and retain existing customers. If we fail to remain competitive on customer experience, pricing and insurance
coverage options, our ability to grow our business and generate revenue by attracting and retaining customers may be adversely affected.
There are
many factors that could negatively affect our ability to grow our customer base, including if:
|
|
|
we fail to effectively use search engines, social media platforms, content-based online advertising and other online
sources for generating traffic to our website;
|
|
|
|
potential customers in a particular marketplace or more generally do not meet our underwriting guidelines;
|
|
|
|
our competitors mimic our digital platform or develop other innovative services, causing current and potential customers to
purchase their insurance products instead of our products;
|
|
|
|
we lose customers to new market entrants and/or existing competitors;
|
|
|
|
we do not obtain regulatory approvals necessary for expansion into new markets or in relation to our products (such as
line, form, underwriting and rating approvals) or such approvals contain conditions that impose restrictions on our operations (such as limitations on growth);
|
34
Table of Contents
|
|
|
our digital platform experiences disruptions;
|
|
|
|
we suffer reputational harm to our brand resulting from negative publicity, whether accurate or inaccurate;
|
|
|
|
we fail to expand geographically;
|
|
|
|
we fail to offer new and competitive products;
|
|
|
|
customers have difficulty installing, updating or otherwise accessing our website on mobile devices or web browsers as a
result of actions by us or third parties;
|
|
|
|
technical or other problems frustrate the customer experience, particularly if those problems prevent us from generating
quotes or paying claims in a fast and reliable manner; or
|
|
|
|
we are unable to address customer concerns regarding the content, data privacy and security of our digital platform.
|
Our inability to overcome these challenges could impair our ability to attract new customers and retain existing customers, and
could have a material adverse effect on our business, results of operations and financial condition.
Reinsurance coverage may not be available to us in the
future at favorable rates or at all.
We purchase a significant amount of reinsurance from
third parties that we believe enhances our business by reducing our exposure to potential catastrophe losses and reducing volatility in our underwriting performance, providing us with greater visibility into our future earnings. Reinsurance involves
transferring, or ceding, a portion of our risk exposure on policies that we write to another insurer, the reinsurer, in exchange for a premium.
We
primarily use treaty reinsurance, consisting of excess of loss (“XOL”) coverage from traditional reinsurers, collateralized reinsurers and capital markets investors, in the form of catastrophe bonds. Additionally, we buy program specific
reinsurance coverage on a quota share, property per risk or a facultative basis. Treaty coverage refers to a reinsurance contract that is applied to a group or class of business where all the risks written meet the criteria for that class.
Facultative coverage refers to a reinsurance contract on individual risks as opposed to a group or class of business. Our catastrophe XOL treaties are divided into multiple layers.
For the 2026-2027 reinsurance program, we procured approximately $2.6 billion of limit protection after a $103 million retention for the first
named storm occurrence with losses above retention and, in the aggregate, we have purchased over $3.8 billion of limit protection for first and subsequent named storms. The majority of the 2026-2027 reinsurance program expires on April 30,
2027, other than our catastrophe bonds, which are multi-year contracts, with the exception of the policies issued pursuant to Florida Hurricane Catastrophe Funds, which expire on June 1, 2027. We typically do not purchase significant amounts of
reinsurance coverage for catastrophe events other than hurricanes and other tropical storms, and our XOL coverage is generally purchased on a per occurrence rather than an aggregate basis. Therefore, although we attempt to manage our exposure to
catastrophes through our underwriting process and the purchase of reinsurance protection, an especially severe catastrophe or series of catastrophes could exceed our reinsurance protection and would have a material adverse impact on our results of
operations and financial condition.
The reinsurance market historically has been a cyclical market characterized by periods of sufficient or
excess capital (soft market cycle) as well as shortages of capital (hard market cycle).
35
Table of Contents
Market conditions have limited, and in some cases prevented, insurers from obtaining the types and amounts of reinsurance they consider adequate for their business needs. As a result,
we may not be able to purchase reinsurance in the areas and for the amounts we desire or on terms we deem acceptable or at all. A hard market cycle may increase our cost of reinsurance, force us to increase our loss retention, or limit the
amount of reinsurance we are able to purchase, all of which would have an adverse impact on our business and results of operations. Although the reinsurance market is transitioning from a harder market cycle to a softer market cycle, the extent and
duration of such softer reinsurance market conditions are unknown and could be reversed due to financial market events or catastrophe losses.
We may not be able
to collect reinsurance amounts due to us from the reinsurers with which we have contracted.
Reinsurance is a method of transferring part of an
insurance company’s risk under an insurance policy to another insurance company. To the extent that our reinsurers are unable to meet the obligations they assume under our reinsurance agreements, we remain liable for the entire insured loss.
We use reinsurance arrangements to limit and manage the amount of risk we retain, to stabilize our underwriting results and to increase our underwriting capacity. Our ability to recover amounts due from reinsurers under the reinsurance treaties we
currently have in effect is subject to the reinsurance company’s ability and willingness to pay and to meet its obligations to us. We attempt to select financially strong reinsurers with an AM Best or S&P rating of “A-” or better or we require the reinsurer to fully collateralize its exposure, such as in the case of our previous catastrophe bond issuances. While we monitor from time to time their financial
condition, we also rely on our reinsurance broker and rating agencies in evaluating our reinsurers’ ability to meet their obligations to us. Any failure on the part of any one reinsurance company to meet its obligations to us could have a
material adverse effect on our financial condition or results of operations.
All residential and commercial insurance companies that write property
and casualty business in Florida, including Safepoint Insurance and Manatee, are required to obtain reinsurance through the Florida Hurricane Catastrophe Fund, and this coverage comprises a portion of our reinsurance program. The limit and retention
of the FHCF’s reinsurance coverage is subject to upward or downward adjustment based on, among other things, submitted exposures to FHCF by all participants. We have also purchased private reinsurance alongside our FHCF layer to fill in gaps
in coverage that may result from the adjustment of the limit or retention of our FHCF coverage; however, such private reinsurance will not cover any losses we may incur as a result of FHCF’s inability to pay the full amount of our claims. If a
catastrophic event occurs in Florida, FHCF may not have sufficient funds to pay all of its claims from insurance companies in full or in a timely manner. This could result in significant financial, legal and operational challenges to our Company. In
the event of a catastrophic loss, FHCF’s ability to pay may be dependent upon its ability to issue bonds in amounts that would be required to meet its reinsurance obligations. There can be no assurance that FHCF will be able to do this. While
we believe FHCF currently has adequate capital and financing capacity to meet its reinsurance obligations, there can be no assurance that it will be able to meet its obligations in the future, and any failure to do so could have a material adverse
effect on our liquidity, financial condition and results of operations.
The “Safepoint” brand may not become as widely known as incumbents’
brands or the brand may become tarnished.
Many of our competitors have brands that are
well recognized. Since inception, we have spent a considerable amount of money and other resources to create brand awareness and build our reputation.
36
Table of Contents
We may not be able to build brand awareness, and our efforts at building, maintaining and enhancing
our reputation could fail. There are many factors that, whether valid or not, could diminish confidence in our brand, which could adversely affect our reputation, business, results of operations and financial condition, including:
|
|
|
complaints or negative publicity about our business practices;
|
|
|
|
our marketing and advertising campaigns;
|
|
|
|
our compliance with applicable laws and regulations;
|
|
|
|
the integrity of the data that we provide to customers or business partners;
|
|
|
|
data privacy and security issues;
|
|
|
|
business practices or adverse financial developments;
|
|
|
|
perceptions of our corporate governance or social responsibility;
|
|
|
|
the conduct of our officers or employees;
|
|
|
|
the actions of a significant customer or other business with which we do business; or
|
|
|
|
other aspects of our business.
|
As we expand our product offerings and enter new markets, we must continue to establish our reputation in an expanded marketplace, and to the extent we
are not successful in this endeavor, our business, results of operations and financial condition could be adversely affected. There can be no assurance that we will be able to maintain or enhance our reputation, and failure to do so could materially
adversely affect our business, results of operations and financial condition. If we are unable to maintain or enhance consumer awareness of our brand cost-effectively, our business, results of operations and financial condition could be materially
adversely affected.
The negative impacts of these or other events may be aggravated as consumers and other stakeholders increase their expectations
regarding corporate conduct and responsibility. These impacts may be further complicated by the fact that their perceptions are formed through rapid and broad interactions using modern communication and social media tools over which we have no
control. Any such event could decrease demand for our products, reduce our ability to recruit and retain employees and lead to greater regulatory scrutiny of our businesses.
We may not be able to manage our growth effectively.
We
intend to grow our business in the future, which could require additional capital, technology development, and skilled personnel. To grow effectively, we must be able to meet our capital needs and expand our systems, technology, and internal
controls effectively. We also must allocate our human resources optimally, including identifying, hiring, and retaining qualified employees, and effectively incorporate the components of any businesses we may acquire in our effort to achieve growth.
The failure to manage our growth effectively could have a material adverse effect on our business, financial condition and results of operations.
Our success
depends on our ability to accurately price the risks we underwrite.
Our results of operations and financial condition depend on our ability to
underwrite and set premium rates accurately for a wide variety of risks. Rate adequacy is necessary to generate sufficient premiums to pay losses, loss adjustment expenses, reinsurance costs and underwriting expenses and to earn a profit. In order
to price our products accurately, we must
37
Table of Contents
collect and properly analyze a substantial amount of data; develop, test and apply appropriate rating formulas; closely monitor and timely recognize changes in trends; and project both severity
and frequency of losses with reasonable accuracy. Our ability to successfully perform these tasks, and as a result price our products accurately, is subject to a number of risks and uncertainties, some of which are outside our control, including:
|
|
|
the availability of sufficient reliable data and our ability to properly analyze available data;
|
|
|
|
regulatory delays in approving filed rate changes;
|
|
|
|
the uncertainties that inherently characterize estimates and assumptions;
|
|
|
|
our selection and application of appropriate rating and pricing techniques;
|
|
|
|
changes in legal standards, claim resolution practices, and restoration costs; and
|
|
|
|
legislatively imposed consumer initiatives.
|
In addition, we could underprice risks, which would negatively affect our profit margins. We could also overprice risks, which could reduce the number
of policies we write and our competitiveness. In either event, our profitability could be materially and adversely affected.
If our customers were to claim that
the policies they purchased failed to provide adequate or appropriate coverage, we could face claims that could harm our business, results of operations and financial condition.
Although we aim to provide adequate and appropriate coverage under each of our policies, customers could purchase policies that prove to be inadequate or
inappropriate. If such customers were to bring a claim or claims alleging that we failed in our responsibilities to provide them with the type or amount of coverage that they sought to purchase, referred to as error and omission claims
(“E&O claims”), we could be found liable, resulting in an adverse effect on our business, results of operations and financial condition. Errors and omissions could include failure, whether negligently or intentionally, to place
coverage on behalf of clients, to provide complete and accurate information relating to the risks being insured against or to appropriately apply funds that we hold on a fiduciary basis. It is not always possible to prevent or detect errors and
omissions, and the precautions we take may not be effective in all cases. E&O claims often involve substantial amounts of money and, accordingly, can involve significant defense costs. While we maintain insurance coverage to protect us against
liability from E&O claims, such coverage may be insufficient or inadequate. Additionally, prices for this insurance and the scope and limits of the coverage terms available are dependent on our claims history as well as market conditions that
are outside of our control. While we endeavor to purchase coverage that is appropriate to our assessment of our risk, we are unable to predict with certainty the frequency, nature or magnitude of claims for direct or consequential damages or whether
our errors and omissions insurance will cover such claims. In establishing liabilities for E&O claims, we utilize case level reviews by inside and outside counsel and an internal analysis to estimate potential losses. Liability for E&O
claims is reviewed and adjusted as new developments warrant. Given the unpredictability of E&O claims and of litigation that could flow from them, it is possible that an adverse outcome in a particular matter could have a material adverse effect
on our business, results of operations and financial condition or cash flow in a given quarterly or annual period.
The inherent uncertainty of models and our
reliance on such models as a tool to evaluate risk may have an adverse effect on our financial results.
We license analytic and modeling
software from third parties to facilitate our pricing, assess our risk exposure and determine our reinsurance needs. Given the inherent uncertainty of
38
Table of Contents
modeling techniques and the application of such techniques, these models and databases may not accurately address the emergence of a variety of matters which might impact our exposure to losses.
These models may understate the exposures we are assuming and our financial results may be adversely impacted, perhaps significantly.
These
uncertainties can include, but are not limited to, the following:
|
|
|
the models do not address all the possible hazard characteristics of a catastrophe peril (e.g., the precise path and wind
speed of a hurricane);
|
|
|
|
the models may not accurately reflect the true frequency or severity of events;
|
|
|
|
the models may not accurately reflect a risk’s vulnerability or susceptibility to damage for a given event
characteristic;
|
|
|
|
the models may not account for unusual or unprecedented catastrophe events;
|
|
|
|
the models may not adequately consider the impact of current inflation on the magnitude of modeled losses;
|
|
|
|
the models may not accurately represent loss potential to insurance or reinsurance contract coverage limits, terms and
conditions; and
|
|
|
|
the models may not accurately reflect the impact on the economy of the area affected or the financial, judicial, political,
or regulatory impacts on insurance claim payments during or following a catastrophe event.
|
As a result of these factors and
contingencies, our reliance on assumptions and data used to evaluate our entire risk portfolio is subject to a high degree of uncertainty that could result in actual losses that are materially different from our modeled estimates and could adversely
impact our financial results.
The inability of our claims department to effectively manage or remediate claims could adversely affect our insurance business,
financial results and capital requirements.
We rely on our claims department to facilitate and oversee the claims adjustment process for our
policyholders. Many factors could affect the ability of our claims department to effectively manage claims by our policyholders, including:
|
|
|
the accuracy of our adjusters as they make their assessments and submit their estimates of damages;
|
|
|
|
the training, background and experience of our claims representatives;
|
|
|
|
the ability of our claims department to ensure consistent, timely and accurate claims handling;
|
|
|
|
the ability of our claims department to translate the information provided by adjusters into acceptable claims resolutions;
|
|
|
|
the ability of our claims department to detect fraudulent claims;
|
|
|
|
the ability of our claims department to maintain and update its claims handling procedures and systems as they evolve over
time based on claims and geographical trends in claims reporting; and
|
|
|
|
the ability of our claims department to contract capable third-party adjusters.
|
Any failure to effectively manage the claims adjustment process, including failure to pay claims accurately and timely, could lead to material
litigation, undermine our reputation in the
39
Table of Contents
marketplace, impair our corporate image and negatively affect our financial results. In addition, if we do not train new claims adjusting employees effectively or if we lose a significant number
of experienced claims adjusting employees, our claims department’s ability to handle an increasing workload as we grow could be adversely affected. In addition to potentially slowing growth in the affected markets, we could suffer decreased
quality of claims work, which in turn could lower our operating margins.
The failure of third-party adjusters and claims administrators to properly evaluate
claims could result in additional policy losses that affect our financial condition or damage our reputation.
Although the majority of our
claims are administered in-house by our employees, we have outsourced certain aspects of our claims adjustment function to third-party adjusters and claims administrators, such as following large catastrophe
events and for complex commercial claims. We therefore rely on these third-party adjusters to accurately evaluate claims that are made under policies that we underwrite. Many factors affect the ability of these third-party firms to adjust claims
accurately, including the training and experience of their claims representatives, the culture of their respective claims organizations, the effectiveness of their management and their ability to develop or select and implement appropriate
procedures and systems to support their claims functions. The actions of these third parties could result in additional losses being suffered by our insurance company subsidiaries or damage our reputation.
Any significant increase in the average time we process claims could undermine our reputation and position in the insurance marketplace. Any failure to
pay claims accurately or timely could also lead to regulatory and administrative actions or material litigation, or result in damage to our reputation, any one of which could materially and adversely affect our business, results of operations and
financial condition.
If our claims adjusting employees or third-party claims administrators are unable to effectively process our volume of our
customers’ claims, our ability to grow our business while maintaining high levels of customer satisfaction could be compromised, which in turn could adversely affect our business, results of operations and financial condition.
If renewals of our existing policies or new business from repeat insureds do not meet expectations, our premiums written in future years and our future results of
operations could be materially adversely affected.
Our insurance policies are written for a one-year
term and are renewable. We make assumptions about the renewal of our prior year’s contracts and business from repeat insureds, including for purposes of determining the amount of reinsurance we purchase. If actual renewals and repeat business
do not meet expectations or if we choose not to write on a renewal basis or accept repeat business because of pricing conditions, our premiums written in future years and our future operations would be materially adversely affected, and we may
purchase reinsurance above the amount that we actually need.
We are exposed to the litigation environment in the State of Florida.
For many years, property insurers operating in Florida have faced a disproportionately high volume of litigated claims compared to other states. Several
factors have contributed to this challenging environment, including the widespread use of “assignment of benefits” (“AOB”), a practice that allowed policyholders to transfer all or part of their insurance claim to contractors
or other third parties, and the application of “one-way attorney fees,” which required insurers to pay the policyholder’s legal fees if the insured prevailed in litigation, even by a nominal
amount.
40
Table of Contents
In addition to AOB-related litigation and the one-way attorney fee statute, the Florida insurance market has been burdened by claims inflation, fraud, and an overall elevated level of litigation. Fraudulent roofing claims, in particular, have significantly
contributed to industry losses. As a result of these ongoing challenges, several insurers have ceased writing new homeowners policies in Florida, and others have encountered financial distress, leading some to enter liquidation, rehabilitation, or
conservatorship.
Florida began addressing these issues with initial AOB reforms in 2019, culminating in the passage of Senate Bill 2-A in December 2022. These legislative changes represent meaningful progress in tackling long-standing industry concerns. The key provisions of the reforms include:
|
1. |
a mandatory 10-day notice period before initiating litigation;
|
|
2. |
elimination of the one-way attorney fee statute for policyholders;
|
|
3. |
prohibition of post-loss benefit assignments for residential and commercial property insurance policies issued on or
after January 1, 2023;
|
|
4. |
a requirement that policyholders demonstrate a breach of con
### EX-3.2 - EX-3.2
EX-3.2
3
d73198dex32.htm
EX-3.2
EX-3.2
Exhibit 3.2
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SAFEPOINT HOLDINGS,
INC.
a Delaware corporation
Safepoint Holdings, Inc., (the “ Corporation ”) a corporation organized and existing under and by
virtue of the provisions of the General Corporation Law of the State of Delaware (the “ DGCL ”),
DOES HEREBY CERTIFY:
1. the Corporation was originally formed under the Florida Revised Limited Liability Company Act as Safepoint Holdings, LLC on
May 31, 2013, and converted to a corporation under the Florida Business Corporation Act of the State of Florida on July 1, 2015;
2. the Corporation converted to a Delaware corporation pursuant to Section 265 of the Delaware General Corporation Law
(the “ DGCL ”) on May 8, 2026 (the “ Conversion ”) and, in connection with the Conversion and to ensure compliance with the applicable laws and regulations of the State of Delaware, simultaneously
amended and restated its original Articles of Incorporation (the “ Certificate of Incorporation ”) and its original Bylaws;
3. the Amended and Restated Certificate of Incorporation, which amends and restates the provisions of the Certificate of
Incorporation of the Corporation, was approved and authorized in the manner provided for by the Certificate of Incorporation and became effective upon the filing of this Amended and Restated Certificate of Incorporation with the office of the
Secretary of State of the State of Delaware in accordance with Section 245(d) of the DGCL; and
4. the Amended and
Restated Certificate of Incorporation of the Corporation shall read in its entirety as set forth on Exhibit A hereto.
[ Remainder
of page intentionally left blank ]
IN WITNESS WHEREOF , this Amended and Restated Certificate of
Incorporation has been executed by a duly authorized officer of this Corporation on this ___ day of _________, _____.
|
|
|
By: |
|
|
Name: |
|
|
Title: |
|
|
EXHIBIT A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SAFEPOINT HOLDINGS,
INC.
a Delaware corporation
ARTICLE I
The name of the corporation is Safepoint Holdings, Inc. (hereinafter referred to as the
“ Corporation ”).
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, DE
19808, County of New Castle. The name of the Corporation’s registered agent at such address is Corporation Service Company.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware (the “ DGCL ”) and to possess and employ all powers and privileges now or hereafter granted or available under the laws of the State of Delaware to such corporations.
ARTICLE IV
A. The total number of shares of capital stock of all classes that the Corporation shall have authority to issue is
500,000,000 shares, consisting of: 500,000,000 shares of common stock, $0.01 par value per share (“ Common Stock ”) and 0 shares of preferred stock, par value $0.01 per share (“ Preferred Stock ”).
B. Except as otherwise restricted by this Amended and Restated Certificate of Incorporation (this
“ Certificate ”), the Corporation is authorized to issue, from time to time, all or any portion of the capital stock of the Corporation which may have been authorized but not issued, to such person or persons and for such
lawful consideration as it may deem appropriate, and generally in its absolute discretion to determine the terms and manner of any disposition of such authorized but unissued capital stock. Any and all such shares issued for which the full
consideration has been paid or delivered shall be deemed fully paid shares of capital stock, and the holder of such shares shall not be liable for any further call or assessment or any other payment thereon.
1
C. The designations and the powers, preferences and rights and
qualifications, limitations or restrictions of the shares of each class of stock are as follows:
1. Common Stock
(a) General . The voting, dividend and liquidation rights of the holders of the Common Stock are subject to the
rights of the holders of any series of Preferred Stock then outstanding.
(b) Voting . Except as otherwise provided
herein, the holders of the Common Stock are entitled to one (1) vote for each share of Common Stock held at all meetings of stockholders; provided , however , that, except as otherwise required by law, holders of Common Stock, as
such, shall not be entitled to vote on any amendment to this Certificate that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with
the holders of one or more other such series, to vote thereon pursuant to this Certificate or pursuant to the DGCL. There shall be no cumulative voting. The number of authorized shares of Common Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by (in addition to any vote of the holders of one or more series of Preferred Stock that may be required, if any Preferred Stock is then outstanding) the affirmative vote of the holders of shares of capital
stock of the Corporation representing a majority of all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL. For the avoidance of doubt, but subject to the
rights of the holders of any outstanding Preferred Stock, Section 242(d) of the DGCL shall apply to amendments to this Restated Certificate.
2. Preferred Stock . The shares of Preferred Stock shall initially be undesignated and may be issued from time to
time in one or more additional series by the Board of Directors. The Board of Directors is hereby authorized, subject to any limitations prescribed by law, to determine or alter the rights, preferences, privileges and restrictions granted to or
imposed upon a wholly-unissued series of Preferred Stock, and the number of shares constituting any such series and the designation thereof, or any of them; and to increase or decrease the number of shares constituting any such series and the
designation thereof, or any of them; and to increase or decrease the number of shares of any series subsequent to the issue of shares of that series, but, in respect of decreases, not below the number of shares of such series then outstanding. In
case the number of shares of any series should be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolutions originally fixing the number of shares of such series. The number
of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock without a vote of the
holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the certificate or certificates establishing any series of Preferred Stock.
ARTICLE V
The Corporation is to have perpetual existence.
2
ARTICLE VI
The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:
A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In
addition to the powers and authority expressly conferred upon them by law or by this Certificate or the bylaws of the Corporation, as the same may be amended from time to time (the “ Bylaws ”), the directors are hereby
empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.
B.
The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.
C. Subject to the
rights of the holders of any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be
effected by any consent in writing by such stockholders.
D. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, special meetings of stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist
any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), the Chairperson of the Board of Directors or the Chief Executive Officer.
E. The number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution
adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption). Beginning
immediately following the consummation of the Corporation’s initial public offering of its Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, (the “ Initial Public
Offering ”), the directors shall, by resolution of the Board of Directors, be divided into three classes, hereby designated Class I, Class II and Class III. The term of office of the initial Class I directors shall
expire at the first annual meeting of stockholders of the Corporation following the Initial Public Offering, the term of office of the initial Class II directors shall expire at the second annual meeting of stockholders of the Corporation
following the Initial Public Offering, and the term of office of the initial Class III directors shall expire at the third annual meeting of stockholders of the Corporation following the Initial Public Offering. At each annual meeting of
stockholders of the Corporation following the Initial Public Offering, directors elected to replace those of a class whose terms expire at such annual meeting shall be elected for a term expiring at the third succeeding annual meeting of
stockholders of the Corporation after such election. All directors shall hold office until the expiration of the term for which elected, and until their respective successors have been duly elected and qualified, except in the case of the death,
resignation, or removal of any director. Nothing in this Certificate shall preclude a director from serving consecutive terms.
3
F. Subject to the rights of the holders of any series of Preferred Stock
then outstanding, (i) newly created directorships resulting from any increase in the authorized number of directors and (ii) any vacancies in the Board of Directors resulting from death, resignation, disqualification, removal from office,
or other cause may be filled only by the Board of Directors (and not by stockholders), provided that a quorum is then in office and present, or by a majority of the directors then in office, if less than a quorum is then in office, or by the sole
remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of such director’s predecessor in office and until such director’s successor is duly elected and qualified, or until such director’s
earlier death, resignation, or removal. After the Initial Public Offering, a director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next election of the class for which such director
shall have been chosen, and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation, or removal. No decrease in the authorized number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
G. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, and notwithstanding any other provision of this Certificate, directors may be removed from office only for cause and only by the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors, voting together as a single class. Vacancies in the Board of Directors resulting from such removal shall be filled as set forth above under Article VI , Part F .
H. Subject to the rights of holders of any series of Preferred Stock, advance notice of stockholder nominations for election
of directors and of business to be brought by stockholders before any meeting of stockholders of the Corporation shall be given in the manner provided by the Bylaws of the Corporation.
ARTICLE VII
The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or
may hereafter be amended, any Person (a “C overed Person ”) who was or is a party or is threatened to be made a party to or otherwise involved any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (a “ Proceeding ”), by reason of the fact that he or she, or a Person for whom he or she is the legal representative, is or was a Director or officer of the Corporation or, while a
Director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another entity or enterprise, including service with respect to employee benefit plans, against all
liability and loss suffered and expenses (including, without limitation, attorneys’ fees and expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and amounts paid or to be
paid in settlement) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in paragraph four (4) of Article VII with respect to Proceedings to enforce rights to indemnification or
advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such
4
Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board of Directors.
Any reference to an officer of the Corporation in this Article VII shall be deemed to refer exclusively to the
Chairperson, Chief Executive Officer, President, Vice Presidents, Deputy Chiefs, Secretary, Assistant Secretaries, Treasurer, Chief Financial Officer and any other officers of the Corporation appointed pursuant to Article IV of the
Corporation’s Bylaws, and any reference to an officer of any other entity or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors or equivalent governing body of such other entity pursuant to
the certificate of incorporation and by-laws or equivalent organizational documents of such other entity or enterprise.
To the extent not prohibited by applicable law, the Corporation shall pay the expenses (including attorneys’ fees)
incurred by a Covered Person in appearing at, participating in or defending any Proceeding in advance of its final disposition or in connection with a Proceeding brought to establish or enforce a right to indemnification or advancement of expenses
under this Article VII; provided, however, that to the extent required by applicable law or in the case of advance made in a Proceeding brought to establish or enforce a right to indemnification or advancement, such payment of expenses in advance of
the final disposition of the Proceeding shall be made solely upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified or
entitled to advancement of expenses under this Article VII or otherwise.
If a claim for indemnification or
advancement of expenses under this Article VII is not paid in full within twenty (20) days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid
amount of such claim or to obtain an advancement of expenses, as applicable. To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Covered Person shall be entitled to be paid the expense of prosecuting or defending such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled
to the requested indemnification or advancement of expenses under applicable law. In (i) any suit brought by a Covered Person to enforce a right to indemnification hereunder (but not in a suit brought by a Covered Person to enforce a right to
an advancement of expenses) it shall be a defense that, and (ii) any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon
a final adjudication that, such Person has not met any applicable standard for indemnification set forth in the General Corporation Law. Neither the failure of the Corporation (including by its Directors who are not parties to such action, a
committee of such Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Covered Person is proper in the circumstances because the Covered Person has
met the applicable standard of conduct set forth in the General Corporation Law, nor an actual determination by the Corporation (including by its Directors who are not parties to such action, a committee of such Directors, independent legal counsel
or its stockholders) that the Covered Person has not met such applicable standard of conduct, shall create a presumption that such Person has not met the applicable standard of conduct or, in the case of such a suit brought by the Covered Person, be
a defense to such suit.
5
The rights conferred on any Covered Person by this Article VII shall
not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise.
Subject to this Article VII , the Corporation’s obligation, if any, to indemnify or to advance expenses to any
Covered Person who was or is serving at its request as a director, officer, employee or agent of another entity or enterprise shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such
other entity or enterprise.
Any amendment or repeal of the foregoing provisions of this Article VII shall not
adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such amendment or repeal.
This Article VII shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable
law, to indemnify and to advance expenses to Persons other than Covered Persons when and as authorized by appropriate corporate action.
Covered Persons who after the date of the adoption of this provision become or remain a Covered Person described in Article
VII will be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Article VII in entering into or continuing the service. The rights to indemnification and to the advance
of expenses conferred in this Article VII will apply to claims made against any Covered Person described in this Article VII arising out of acts or omissions in respect of the Corporation or one of its subsidiaries that occurred or
occur both prior and subsequent to the adoption hereof. The rights conferred upon Covered Persons in this Article VII shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a Director or officer
and shall inure to the benefit of the Covered Person’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article VII that adversely affects any right of a Covered Person or its successors shall be
prospective only and shall not limit, eliminate or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.
The Corporation may purchase and maintain insurance, at its expense, to protect itself and any Director, officer, employee or
agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law.
ARTICLE VIII
All of the powers of the Corporation, insofar as the same may be lawfully vested by this Certificate in the Board of
Directors, are hereby conferred upon the Board of Directors.
ARTICLE IX
In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized to make,
alter, amend or repeal the Bylaws subject to the power of the
6
stockholders of the Corporation entitled to vote with respect thereto to make, alter, amend or repeal the Bylaws; provided, that with respect to the powers of stockholders entitled to vote with
respect thereto to make, alter, amend or repeal the Bylaws, in addition to any other vote otherwise required by law, the affirmative vote of the holders of sixty-six and
two-thirds percent (66 2/3%) of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors, voting together as a single class,
shall be required to make, alter, amend or repeal the Bylaws.
The Corporation reserves the right to amend or repeal any
provision contained in this Certificate in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, that, notwithstanding any other provision of this
Certificate or any provision of law which might otherwise permit a lesser vote or no vote, but subject to the rights of the holders of any series of Preferred Stock then outstanding and in addition to any vote of the holders of any class or series
of the stock of this Corporation required by law or by this Certificate, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be
required to amend or repeal, or adopt any provision of this Certificate inconsistent with, Article VI , Article VII , Article VIII , this Article IX or Article XI .
ARTICLE X
If any provision of this Certificate becomes or is declared on any ground by a court of competent jurisdiction to be illegal,
unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Certificate, and the court will replace such illegal, void or unenforceable provision of this Certificate with
a valid and enforceable provision that most accurately reflects the Corporation’s intent, in order to achieve, to the maximum extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The
balance of this Certificate shall be enforceable in accordance with its terms.
ARTICLE XI
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of
Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee, agent
or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate or the Bylaws or as to which the DGCL confers
jurisdiction on the Court of Chancery of the State of Delaware or (d) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the
indispensable parties named as defendants therein. In addition, unless the Corporation consents in writing to the selection of an alternative forum, the U.S. federal district courts shall, to the fullest extent permitted by law, be the sole and
exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. Notwithstanding anything herein to the contrary, this Article XI shall not apply to suits brought to enforce
a duty or liability created by the Securities Exchange
7
Act of 1934, as amended (the “ Exchange Act ”), or the rules and regulations under the Exchange Act, or any other claim for which the U.S. federal courts have exclusive
jurisdiction. To the fullest extent permitted by applicable law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the
provisions of this Article XI .
ARTICLE XII
The Corporation waives, to the maximum extent permitted by law, the application of the doctrine of corporate opportunity, or
any other analogous doctrine, with respect to the Corporation, any Directors, officers or stockholders or any of their respective Affiliates, except, in the case of Directors and officers, as related to insurance underwriting activities, unless such
Director or officer did not become aware of such opportunity related to insurance underwriting activities in his or her capacity as a Director or officer of the Corporation.
* * *
8
### EX-3.4 - EX-3.4
EX-3.4
4
d73198dex34.htm
EX-3.4
EX-3.4
Exhibit 3.4
AMENDED AND RESTATED
BYLAWS
OF
SAFEPOINT HOLDINGS, INC.
a Delaware corporation
Effective June [], 2026
TABLE OF CONTENTS
|
|
|
|
|
|
|
ARTICLE I CORPORATE OFFICES |
|
|
1 |
|
|
|
|
1.1
|
|
Registered Office |
|
|
1 |
|
1.2
|
|
Other Offices |
|
|
1 |
|
|
|
ARTICLE II STOCKHOLDERS |
|
|
1 |
|
|
|
|
2.1
|
|
Place of Meetings |
|
|
1 |
|
2.2
|
|
Annual Meeting |
|
|
1 |
|
2.3
|
|
Special Meetings |
|
|
1 |
|
2.4
|
|
Notice of Meetings |
|
|
1 |
|
2.5
|
|
Voting List |
|
|
2 |
|
2.6
|
|
Quorum |
|
|
3 |
|
2.7
|
|
Adjournments |
|
|
3 |
|
2.8
|
|
Voting and Proxies |
|
|
3 |
|
2.9
|
|
Action at Meeting |
|
|
3 |
|
2.10
|
|
Nomination of Directors and Proposal of Other Business |
|
|
4 |
|
|
|
ARTICLE III BOARD OF DIRECTORS |
|
|
13 |
|
|
|
|
3.1
|
|
General Powers |
|
|
13 |
|
3.2
|
|
Resignations |
|
|
13 |
|
3.3
|
|
Vacancies and Newly Created Directorships |
|
|
14 |
|
3.4
|
|
Regular Meetings |
|
|
14 |
|
3.5
|
|
Special Meetings |
|
|
14 |
|
3.6
|
|
Notice of Special Meetings |
|
|
14 |
|
3.7
|
|
Participation in Meetings by Telephone Conference Calls or Other Methods of Communication |
|
|
14 |
|
3.8
|
|
Quorum; Adjournment |
|
|
14 |
|
3.9
|
|
Action at Meeting |
|
|
14 |
|
3.10
|
|
Action by Written Consent |
|
|
14 |
|
3.11
|
|
Committees |
|
|
15 |
|
3.12
|
|
Compensation of Directors |
|
|
15 |
|
|
|
ARTICLE IV OFFICERS |
|
|
15 |
|
|
|
|
4.1
|
|
Enumeration |
|
|
15 |
|
4.2
|
|
Election |
|
|
15 |
|
4.3
|
|
Qualification |
|
|
16 |
|
4.4
|
|
Tenure |
|
|
16 |
|
4.5
|
|
Resignation and Removal |
|
|
16 |
|
4.6
|
|
Chairperson of the Board |
|
|
16 |
|
4.7
|
|
Chief Executive Officer |
|
|
16 |
|
4.8
|
|
President |
|
|
16 |
|
4.9
|
|
Vice Presidents and Deputy Chiefs |
|
|
16 |
|
4.10
|
|
Secretary and Assistant Secretaries |
|
|
17 |
|
4.11
|
|
Treasurer |
|
|
17 |
|
4.12
|
|
Chief Financial Officer |
|
|
17 |
|
4.13
|
|
Salaries |
|
|
17 |
|
|
|
|
|
|
|
|
4.14
|
|
Delegation of Authority |
|
|
17 |
|
|
|
ARTICLE V CAPITAL STOCK |
|
|
17 |
|
|
|
|
5.1
|
|
Shares of Stock |
|
|
17 |
|
5.2
|
|
Signatures |
|
|
18 |
|
5.3
|
|
Lost Certificates |
|
|
18 |
|
5.4
|
|
Transfers |
|
|
18 |
|
5.5
|
|
Dividend Record Date |
|
|
18 |
|
5.6
|
|
Record Owners |
|
|
19 |
|
5.7
|
|
Transfer and Registry Agents |
|
|
19 |
|
|
|
ARTICLE VI GENERAL PROVISIONS |
|
|
19 |
|
|
|
|
6.1
|
|
Fiscal Year |
|
|
19 |
|
6.2
|
|
Waiver of Notice |
|
|
19 |
|
6.3
|
|
Actions with Respect to Securities of Other Corporations |
|
|
19 |
|
6.4
|
|
Evidence of Authority |
|
|
19 |
|
6.5
|
|
Certificate of Incorporation |
|
|
20 |
|
6.6
|
|
Severability |
|
|
20 |
|
6.7
|
|
Pronouns |
|
|
20 |
|
6.8
|
|
Notices |
|
|
20 |
|
6.9
|
|
Reliance Upon Books, Reports and Records |
|
|
20 |
|
6.10
|
|
Time Periods |
|
|
20 |
|
6.11
|
|
Electronic Signatures |
|
|
21 |
|
|
|
ARTICLE VII AMENDMENTS |
|
|
21 |
|
|
|
|
7.1
|
|
By the Board |
|
|
21 |
|
7.2
|
|
By the Stockholders |
|
|
21 |
|
|
|
ARTICLE VIII INDEMNIFICATION OF DIRECTORS AND OFFICERS |
|
|
21 |
|
|
|
|
8.1
|
|
Right to Indemnification |
|
|
21 |
|
8.2
|
|
Right of Claimant to Bring Suit |
|
|
22 |
|
8.3
|
|
Indemnification of Employees and Agents |
|
|
22 |
|
8.4
|
|
Non-Exclusivity of Rights |
|
|
22 |
|
8.5
|
|
Indemnification Contracts |
|
|
22 |
|
8.6
|
|
Insurance |
|
|
23 |
|
8.7
|
|
Effect of Amendment |
|
|
23 |
|
8.8
|
|
Reliance |
|
|
23 |
|
ARTICLE I
CORPORATE OFFICES
1.1 Registered Office . The address of the registered office of Safepoint Holdings, Inc. (the
“ Corporation ”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Corporation’s certificate of incorporation, as the same may be amended and/or restated from
time to time (the “ Certificate of Incorporation ”).
1.2 Other Offices . The Corporation
may have an office or offices other than its registered office at such place or places, either within or outside the State of Delaware, as the Board of Directors of the Corporation (the “ Board ”) may from time to time
determine or the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
2.1 Place of Meetings . All meetings of stockholders shall be held at such place (if any) within or without the State of
Delaware as may be determined from time to time by the Board or, if not determined by the Board, by the Chairperson of the Board, the President or the Chief Executive Officer; provided that the Board may, in its sole discretion, determine that any
meeting of stockholders shall not be held at any place but shall be held solely by means of remote communication in accordance with Section 2.13 .
2.2 Annual Meeting . The annual meeting of stockholders for the election of directors and for the transaction of such
other business as may properly be brought before the meeting shall be held on a date to be fixed by the Board at a time to be fixed by the Board and stated in the notice of the meeting. The Board may postpone, reschedule or cancel any annual meeting
of stockholders previously scheduled by the Board.
2.3 Special Meetings . Subject to the Certificate of
Incorporation and the rights of the holders of any series of preferred stock then outstanding, special meetings of the stockholders of the Corporation may be called only by the Board acting pursuant to a resolution adopted by a majority of the total
number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption), the Chairperson of the Board, or the Chief Executive Officer and
may not be called by any other person or persons. Any business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice of the meeting. The Board may postpone, reschedule or cancel any
special meeting of stockholders previously scheduled by the Board.
2.4 Notice of Meetings .
(a) Written notice of each meeting of stockholders, whether annual or special, shall be given not less than 10 nor more than
60 days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting as of the record date fixed by the Board for determining the stockholders entitled to notice of the meeting, except as otherwise
provided herein or required by the General Corporation Law of the State of Delaware (the “ DGCL ”) or the Certificate of Incorporation. The notice of any meeting shall state the place, if any, date and hour of the meeting,
the means of remote communication, if any, by which
1
stockholders and proxy holders may be deemed to be present in person and vote at such meeting and the record date fixed by the Board for determining the stockholders entitled to vote at the
meeting, if such date is different from the record date fixed by the Board for determining stockholders entitled to notice of the meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is
called.
(b) Notice to stockholders shall be delivered in writing or in any other manner permitted by the DGCL. If mailed,
such notice shall be delivered by postage prepaid envelope directed to each stockholder at such stockholder’s address as it appears in the records of the Corporation and shall be deemed given when deposited in the United States mail. Without
limiting the manner by which notices of meetings otherwise may be given effectively to stockholders, any such notice may be given by electronic transmission in the manner provided in Section 232 of the DGCL. An affidavit of the secretary or an
assistant secretary or of the transfer agent or other agent of the Corporation that the notice has been given by personal delivery, by mail, or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts
stated therein.
(c) Notice of any meeting of stockholders need not be given to any stockholder if waived by such
stockholder either in a writing signed by such stockholder or by electronic transmission, whether such waiver is given before or after such meeting is held. If such a waiver is given by electronic transmission, the electronic transmission must
either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder. Attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting,
except when the stockholder attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and does not further participate in the meeting.
2.5 Voting List . The officer who has charge of the stock ledger of the Corporation shall prepare, at least 10 days
before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order for each
class of stock and showing the mailing address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact
information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least 10 days prior to the meeting: (a) on a reasonably accessible electronic network, provided
that the information required to gain access to such list is provided with the notice of the meeting, (b) during ordinary business hours at the principal place of business of the Corporation or (c) in any other manner provided by law. If
the meeting is to be held at a place, the list shall be produced and kept at the time and place of the meeting during the whole time of the meeting, and may be examined by any stockholder who is present. If the meeting is to be held solely by means
of remote communication, such list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with
the notice of the meeting. The stock ledger shall be the only evidence as to the stockholders who are entitled to examine the list required by this Section 2.5 or to vote in person or by proxy at any meeting of
stockholders.
2
2.6 Quorum . Except as otherwise provided by law or these Bylaws, the
holders of a majority of the shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business. Where a separate class vote by a class
or classes or series is required, a majority of the shares of such class or classes or series present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter.
2.7 Adjournments . Any meeting of stockholders may be adjourned to any other time and to any other place at which a
meeting of stockholders may be held under these Bylaws by the chairperson of the meeting or, in the absence of such person, by any officer entitled to preside at or to act as secretary of such meeting, or by the holders of a majority of the shares
of stock present or represented at the meeting and entitled to vote, although less than a quorum. When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the date, time and place, if
any, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than 30 days after the date for which the meeting was originally noticed, or if the Board fixes a new record date for determining the stockholders entitled to vote at the adjourned meeting
in accordance with Section 5.5 , written notice of the place, if any, date and time of the adjourned meeting and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present
in person and vote at such adjourned meeting, shall be given in conformity herewith. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.
2.8 Voting and Proxies . Each stockholder shall have one vote for each share of stock entitled to vote held of record by
such stockholder and a proportionate vote for each fractional share so held, unless otherwise provided by law or in the Certificate of Incorporation. Each stockholder of record entitled to vote at a meeting of stockholders may vote in person or may
authorize any other person or persons to vote or act for such stockholder by a written proxy executed by the stockholder or the stockholder’s authorized agent or by an electronic transmission permitted by law and delivered to the Secretary of
the Corporation. Any copy, electronic transmission or other reliable reproduction of the writing or electronic transmission created pursuant to this section may be substituted or used in lieu of the original writing or electronic transmission for
any and all purposes for which the original writing or transmission could be used, provided that such copy, electronic transmission or other reproduction shall be a complete reproduction of the entire original writing or electronic transmission.
2.9 Action at Meeting .
(a) At any meeting of stockholders for the election of one or more directors at which a quorum is present, the election shall
be determined by a majority of the votes cast by the stockholders entitled to vote at the election.
(b) All other matters
shall be determined by a majority in voting power of the shares present in person or represented by proxy and entitled to vote on the matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each
such class,
3
a majority of the shares of each such class present in person or represented by proxy and entitled to vote on the matter shall decide such matter), provided that a quorum is present, except when
a different vote is required by express provision of law, the Certificate of Incorporation or these Bylaws.
(c) All
voting, including on the election of directors, but excepting where otherwise required by law, may be by a voice vote; provided, that upon demand therefor by a stockholder entitled to vote or the stockholder’s proxy, a vote by ballot shall be
taken. Each ballot shall state the name of the stockholder or proxy voting and such other information as may be required under the procedure established for the meeting. The Corporation may, and to the extent required by law, shall, in advance of
any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as an alternate inspector to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his ability.
2.10 Nomination of Directors and Proposal of Other Business .
(a) Annual Meetings of Stockholders. (i) Nominations of persons for election to the Board or the proposal of other
business to be transacted by the stockholders at an annual meeting of stockholders may be made only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board or any committee
thereof duly authorized, (C) as may be provided in the certificate of designations for any class or series of preferred stock or (D) by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice
provided for in paragraph (ii) of this Section 2.10(a) and at the time of the annual meeting, who shall be entitled to vote at the meeting and who complies with the procedures set forth in this
Section 2.10(a) , and, except as otherwise required by law, any failure to comply with these procedures shall result in the nullification of such nomination or proposal. For the avoidance of doubt, the foregoing clause
(D) shall be the exclusive means for a stockholder to make nominations or propose other business at an annual meeting of stockholders (other than a proposal included in the Corporation’s proxy statement pursuant to and in compliance with
Rule 14a-8 under the Exchange Act).
(ii) For nominations or other business to be
properly brought before an annual meeting of stockholders by a stockholder pursuant to clause (D) of paragraph (i) of this Section 2.10(a) , the stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation and any such proposed business (other than the nominations of persons for election to the Board) must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to,
or mailed and received by, the Secretary of the Corporation at the principal executive offices of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of
stockholders; provided, however, that in the event that the date of the annual meeting is advanced more than 30 days prior to such anniversary date or delayed more than 70 days after such anniversary date then to be timely such notice must be
received by the Corporation no earlier than 120 days prior to such annual meeting and no later than the later of 90 days prior to the date of the meeting or the 10th
4
day following the day on which public announcement of the date of the meeting was first made by the Corporation. The minimum timeliness requirements of this paragraph shall apply despite any
different timeline described in Rule 14a-19 or elsewhere in Regulation 14A under the Securities Exchange Act of 1934 (as amended (together with the rules and regulations promulgated thereunder), the
“ Exchange Act ”), including with respect to any statements or information required to be provided to the Corporation pursuant to Rule 14a-19 of the Exchange Act by a stockholder and
not otherwise specified herein. In no event shall the adjournment, recess or postponement of any meeting, or any announcement thereof, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described
above. The number of nominees a stockholder may nominate for election at the annual meeting on its own behalf (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for
election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting.
Notwithstanding anything in this Section 2.10 to the contrary, in the event that the number of
directors to be elected to the Board of the Corporation at an annual meeting of stockholders is increased effective after the time period for which nominations would otherwise be due under this Section 2.10 and there is no
public announcement by the Corporation naming the nominees for the additional directorships or specifying the size of the increased Board at least 100 days prior to the first anniversary of the preceding year’s annual meeting of stockholders,
a stockholder’s notice required by this Section 2.10 shall also be considered timely, but only with respect to nominees for any new directorships created by such increase, if it shall be delivered to, and received by,
the Secretary at the principal executive offices of the Corporation not later than the 10th day following the day on which such public announcement is first made by the Corporation.
(iii) A stockholder’s notice to the Secretary shall set forth:
(A) as to each person whom the stockholder proposes to nominate for election or reelection as a director:
(1) the name, age, business address and residence address of such person;
(2) the principal occupation or employment of such person;
(3) (i) for each class or series, the number of shares of capital stock of the Corporation that are held of
record or are beneficially owned (and proof of any such beneficial ownership) by such person and any affiliates or associates (each within the meaning of Rule 12b-2 promulgated under the Exchange Act for
purposes of these Bylaws) of such person, including any such shares that such person, or any affiliates or associates of such person, has the right to acquire beneficial ownership of, (ii) the name of each nominee holder of shares of all
capital stock of the Corporation owned beneficially (and proof of any such beneficial ownership) but not of record by such person or any affiliates or associates of such person, and the number of such shares of each class or series of capital stock
held by each such nominee holder, including any such shares that such nominee holder
5
has the right to acquire beneficial ownership of, (iii) any agreement, arrangement, relationship or understanding pursuant to which such person, or any affiliates or associates of such
person, has a right to vote any shares of any security of the Corporation, (iv) a description of any agreement, arrangement or understanding (including, regardless of the form of settlement, any derivative, long or short positions, profit
interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement,
arrangement or understanding that has been made, the effect or intent of which is to create or mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such person, or any affiliates or
associates of such person, with respect to the Corporation’s securities, and (v) any direct or indirect interest of such person, or any affiliates or associates of such person, in any employment agreement, collective bargaining agreement
or consulting agreement with the Corporation;
(4) all information relating to such person, or any
affiliates or associates of such person, that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act;
(5) all completed and signed questionnaires in the same form as those questionnaires required of the
Corporation’s directors (which will be provided to such person within 5 business days following a request therefor);
(6) a statement that such person has read the Corporation’s corporate governance guidelines and any
other Corporation policies and guidelines applicable to directors (which will be provided to such person within 5 business days following a request therefor), and a written agreement from such person to adhere to the foregoing policies and
guidelines, as amended from time to time, if he or she is elected as a director;
(7) an executed
agreement by such person: (i) consenting to serve as a director if elected and (if applicable) to being named in a proxy statement and/or form of proxy relating to the meeting at which directors are to be elected, along with a representation
that such person intends to serve a full term as a director if elected, and (ii) that such person is not and will not become a party to (x) any direct or indirect compensatory, payment or other financial agreement, arrangement or
understanding with any other person or entity other than the Corporation, in each case in connection with candidacy or service as a director of the Corporation (a “ Third-Party Compensation Arrangement ”) that has not been
fully disclosed to the Corporation prior to, or concurrently with, the submission of the notice from
6
the stockholder required by this Section 2.10, (y) any agreement, arrangement or understanding, including the amount of any payment or payments received or receivable thereunder, with any
other person or entity as to how such person would vote or act on any issue or question as a director (a “Voting Commitment”) that has not been fully disclosed to the Corporation prior to, or concurrently with, the submission of the
notice from the stockholder required by this Section 2.10 or (z) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s
fiduciary duties under applicable law; and
(8) such other information reasonably requested by the
Corporation to determine whether such person is qualified under the Certificate of Incorporation, these Bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or any law or regulation applicable to the Corporation to
serve as a director and/or independent director of the Corporation;
(B) as to any other business that the
stockholder proposes to bring before the meeting:
(1) a brief description of the business desired to be
brought before the meeting;
(2) the text of the proposal or business (including the text of any
resolutions proposed for consideration and in the event that such business includes a proposal to amend these Bylaws, the text of the proposed amendment);
(3) the reasons for conducting such business; and
(4) any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such
business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made;
(C)
as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:
(1) the name and address of such stockholder (as they appear on the Corporation’s books) and any such
beneficial owner;
(2) a representation as to whether such stockholder or such beneficial owner has
complied with all applicable legal requirements in connection with its acquisition of shares or other securities of the Corporation;
(3) a written agreement from such stockholder that it is a holder of record of stock of the Corporation
entitled to vote at such meeting
7
and intends to appear at the meeting in person or through a qualified representative (which means a person who has delivered to the Corporation before the meeting written evidence that they are
authorized by a writing executed by such stockholder to act for such stockholder as proxy at the meeting of stockholders) to make such nomination or proposal;
(4) in the case of a nomination, a written agreement from such stockholder (and such beneficial owner) that it
(or they) will not submit any substitute nominations unless they are made within the time periods set forth in this Section 2.10 and the stockholder and the substitute nominees will otherwise comply with this
Section 2.10 ;
(5) in the case of a nomination, a written agreement from such
stockholder (and such beneficial owner) that it (or they) has not, and shall not, nominate a number of nominees (inclusive of substitutes) that exceeds the number of directors to be elected at the annual meeting; and
(6) a written agreement that such stockholder (and such beneficial owner) shall (i) update and supplement
the notice required by this Section 2.10, if necessary, so that the information provided or required in such notice shall be true and correct as of the record date for determining the stockholders entitled to receive notice of the annual
meeting, and as of the date that is 5 business days prior to the meeting or any adjournment or postponement thereof and (ii) deliver such update and supplement so that it is received by the Secretary at the principal executive offices of the
Corporation (A) not later than the later of (x) 5 business days after the record date for determining the stockholders entitled to receive notice of the annual meeting and (y) 5 business days after the first public announcement of such record
date, in the case of any update and supplement required to be made as of the record date, and (B) not later than 5 business days before the meeting or any adjournment or postponement thereof, in the case of any update and supplement required to
be made as of the date that is 5 business days prior to the meeting or any adjournment or postponement thereof. For the avoidance of doubt, the obligation to update and supplement as set forth in this Section 2.10 or any
other section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any stockholder’s notice, extend any applicable deadlines under these Bylaws or enable or be deemed to permit a stockholder who
has previously submitted a stockholder’s notice under these Bylaws to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business and/or resolutions proposed to be brought before a
meeting of stockholders;
(D) as to each of the stockholder giving the notice, the beneficial owner, if
any, on whose behalf the nomination or proposal is made, and, if such stockholder or beneficial owner is an entity, each person controlling, controlled by or under common
8
control with such stockholder or beneficial owner (each such person or entity contemplated by this clause (D), a “ Proposing Person ”):
(1) for each class or series, the number of shares of capital stock of the Corporation that are held of record
or are beneficially owned (and proof of any such beneficial ownership) by such Proposing Person, or any associates (within the meaning of Rule 12b-2 promulgated under the Exchange Act for purposes of these
Bylaws) of such Proposing Person, including any such shares that such Proposing Person, or any associates of such Proposing Person, has the right to acquire beneficial ownership of;
(2) the name of each nominee holder of each class or series of capital stock of the Corporation that are owned
beneficially (and proof of any such beneficial ownership) but not of record by such Proposing Person, or any associates of such Proposing Person, and the number of such shares of each class or series of capital stock of the Corporation held by each
such nominee holder, including any such shares that such nominee holder has the right to acquire beneficial ownership of;
(3) a description of any agreement, arrangement, relationship or understanding pursuant to which such
Proposing Person, or any associates of such Proposing Person, has a right to vote any shares of any security of the Corporation;
(4) a description of any material pending or threatened legal proceeding in which such Proposing Person is a
party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation;
(5) a description of (i) any plans or proposals which any such Proposing Person may have with respect to
securities of the Corporation that would be required to be disclosed pursuant to Item 4 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable) and (ii) any agreement, arrangement or
understanding (including the identity of the parties thereto) with respect to the nomination or other business between or among such Proposing Persons and any other parties, including without limitation any agreements that would be required to be
disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable), in each case as of the date the notice required by this Section 2.10 is
delivered to the Corporation by the stockholder, or beneficial owner in such business, if any, presenting the nomination or other proposal;
(6) a description of any agreement, arrangement or understanding (including, regardless of the form of
settlement, any derivative, long or short positions, profit interests, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar
9
rights, hedging transactions and borrowed or loaned shares) that has been entered into by or on behalf of, or any other agreement, arrangement or understanding that has been made, the effect or
intent of which is to create or mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Proposing Person, or any associates of such Proposing Person, with respect to the
Corporation’s securities;
(7) a written representation as to whether any Proposing Person, or any
other participant as defined in Item 4 of Schedule 14A under the Exchange Act, will engage in a solicitation with respect to such nomination or other business and, if so, whether such solicitation will be conducted as an exempt solicitation under
Rule 14a-2(b) of the Exchange Act, the name of each participant in such solicitation and the amount of the cost of solicitation that has been and will be borne, directly or indirectly, by each participant in
such solicitation and (x) in the case of a proposal of business other than nominations, whether such person or group intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s
voting shares required under applicable law to carry the proposal, (y) in the case of any solicitation that is subject to Rule 14a-19 of the Exchange Act, confirming that such person or group will
deliver, through means satisfying each of the conditions that would be applicable to the Corporation under either Exchange Act Rule 14a-16(a) or Exchange Act Rule
14a-16(n), a proxy statement and/or form of proxy to holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting
power of the Corporation’s capital stock entitled to vote generally in the election of directors and/or (z) whether such person or group intends to otherwise solicit proxies or votes from holders in support of such proposal or nomination
(for purposes of this clause (7), the term “holders” shall include, in addition to stockholders of record, any beneficial owners pursuant to Rule 14b-1 and Rule
14b-2 of the Exchange Act);
(8) a representation that promptly
after any Proposing Person solicits the holders of the Corporation’s stock referred to in the representation required under the preceding clause, and in any event no later than 5 business days before the applicable meeting, such Proposing
Person will provide the Corporation with reasonable documentary evidence (as determined by the Corporation or one of its representatives, acting in good faith), which may take the form of a certified statement and documentation from a proxy
solicitor, specifically demonstrating that the necessary steps have been taken to deliver a proxy statement and/or form of proxy to holders of such percentage of the Corporation’s stock;
(9) any direct or indirect interest of such Proposing Person, or any associates of such Proposing Person, in
any contract (including, in any such case, any employment agreement, collective bargaining agreement
10
or consulting agreement) with the Corporation, or any affiliate of the Corporation;
(10) any other information relating to such Proposing Person, or any associates of such Proposing Person, or
proposed business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies in support of such nominee or proposal pursuant to Section 14 of the Exchange Act;
and
(11) such other information relating to any proposed item of business as the Corporation may
reasonably require to determine whether such proposed item of business is a proper matter for stockholder action.
(b)
Special Meetings of Stockholders. If the election of directors is included as business to be brought before a special meeting in the Corporation’s notice of meeting, then nominations of persons for election to the Board at a special meeting of
stockholders may be made by any stockholder who is a stockholder of record at the time of giving of notice provided for in this Section 2.10(b) and at the time of the special meeting, who shall be entitled to vote at the
meeting and who complies with the procedures set forth in this Section 2.10(b) ; provided, however, that the number of nominees a stockholder may nominate for election at the special meeting on its own behalf (or in the case
of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected as
such special meeting. For nominations to be properly brought by a stockholder before a special meeting of stockholders pursuant to this Section 2.10(b) , the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation (A) not earlier than 120 days prior to the date of the special
meeting nor (B) later than the later of 90 days prior to the date of the special meeting and the 10th day following the day on which public announcement of the date of the special meeting was first made by the Corporation. A stockholder’s
notice to the Secretary shall comply with the notice requirements of Section 2.10(a)(iii) . The minimum timeliness requirements of this paragraph shall apply despite any different timeline described in Rule 14a-19 or elsewhere in Regulation 14A under the Exchange Act, including with respect to any statements or information required to be provided to the Corporation pursuant to Rule
14a-19 of the Exchange Act by a stockholder and not otherwise specified herein. In no event shall the adjournment, recess or postponement of a special meeting, or any announcement thereof, commence a new time
period (or extend any time period) for the giving of a stockholder’s notice as described above. Such notice of a stockholder shall include the same information, representations, certifications and agreements that would be required if the
stockholder were to make a nomination in connection with an annual meeting of stockholders pursuant to the preceding provisions of this Section 2.10 , and such stockholder shall be obligated to provide the same supplemental
or additional information in connection with a special meeting of stockholders as required pursuant to the preceding provisions of this Section 2.10 in connection with an annual meeting of stockholders.
11
(c) General. (i) No person shall be eligible to be nominated by a
stockholder to be elected or reelected at any meeting of stockholders to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 2.10 . No business proposed by a
stockholder shall be conducted at a stockholder meeting except in accordance with this Section 2.10 .
(ii) Without limiting any remedy available to the Corporation, and unless otherwise determined by the Board, the Chairperson
of the Board or the chairperson of the meeting, a stockholder may not present nominations for director or business proposals at an annual or special meeting of stockholders (and any such nominee shall be disqualified from standing for election),
notwithstanding proxies or votes may have been solicited and/or received with respect thereto, if such stockholder, any beneficial owner, any Proposing Person or any nominee or substitute nominee for director: (A) acted contrary to any
representation, statement, certification or agreement required by the applicable provisions of these Bylaws; (B) otherwise failed to comply with these Bylaws or with any law, rule or regulation identified in these Bylaws, including all
applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.10 ; provided, however, that any references in these Bylaws to the Exchange Act or
the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 2.10 ; or
(C) provided information to the Corporation (whether required by these Bylaws or otherwise) that is false, misleading, inaccurate or incomplete in any material respect. The Board, the Chairperson of the Board or the chairperson of the meeting
shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws or that business was not properly brought before the meeting, and if he/she should so
determine, he/she shall so declare to the meeting and the defective nomination shall be disregarded or such business shall not be transacted, as the case may be. Notwithstanding the foregoing provisions of this
Section 2.10 , unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a
nomination or other proposed business, such nomination shall be disregarded or such proposed business shall not be transacted, as the case may be, notwithstanding that proxies in respect of such vote may have been received by the Corporation and
counted for purposes of determining a quorum. For purposes of this Section 2.10 , to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such
stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or
electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.
Notwithstanding anything to the contrary in these Bylaws, unless otherwise required by law, if any Proposing Person
(i) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act (or has previously filed a preliminary or definitive proxy statement with the information required by Rule 14a-19(b)) with respect to any proposed nominee for election as a director of the Corporation and (ii) subsequently fails to comply with the requirements of Rule
14a-19(a)(2) or Rule 14a-19(a)(3) promulgated under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such
Proposing Person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the
12
following sentence), then the nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included as a nominee in the Corporation’s proxy statement,
notice of meeting or other proxy materials for any meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Corporation (which proxies and votes
shall be disregarded). Upon request by the Corporation, if any Proposing Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act (or has previously filed a preliminary or
definitive proxy statement with the information required by Rule 14a-19(b)), such Proposing Person, shall deliver to the Corporation, no later than 5 business days prior to the applicable meeting, reasonable
evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.
(iii) Compliance with paragraphs (a) and (b) of this Section 2.10 shall be the exclusive means
for a stockholder to make nominations or submit other business (other than as provided in Section 2.10(c)(iv) ).
(iv) Notwithstanding anything to the contrary, the notice requirements set forth herein with respect to the proposal of any
business pursuant to this Section 2.10 shall be deemed satisfied by a stockholder if such stockholder has submitted a proposal to the Corporation in compliance with Rule 14a-8 under
the Exchange Act, and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for the meeting of stockholders.
(v) Any stockholder directly or indirectly soliciting proxies from other stockholders in connection with any annual or
special meeting of stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use for solicitation by or on behalf of the Board.
(vi) For purposes of these Bylaws, “business day” means any day other than Saturday, Sunday or a day on which
banks are closed in New York City, New York; and “close of business” means 5:00 p.m. local time at the principal executive offices of the Corporation on any calendar day, whether or not the day is a business day.
ARTICLE III
BOARD OF
DIRECTORS
3.1 General Powers . The business and affairs of the Corporation shall be managed by or under the
direction of a Board, who may exercise all of the powers of the Corporation except as otherwise provided by law or the Certificate of Incorporation. In the event of a vacancy on the Board, the remaining directors, except as otherwise provided by
law, may exercise the powers of the full Board until the vacancy is filled.
3.2 Resignations . Any director may
resign at any time upon notice given in writing or by electronic transmission to the Board, the Chairperson of the Board, the Chief Executive Officer of the Corporation or the Secretary. The resignation shall take effect at the time specified
therein, and if no time is specified, at the time of its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise expressly provided in the resignation.
13
3.3 Vacancies and Newly Created Directorships . Except as otherwise
provided by applicable law, vacancies occurring in any directorship (whether by death, resignation, retirement, disqualification, removal or other cause) and newly created directorships resulting from any increase in the number of directors shall be
filled in accordance with the Certificate of Incorporation.
3.4 Regular Meetings . Regular meetings of the Board
may be held without notice at such time and place, either within or without the State of Delaware, as shall be determined from time to time by the Board; provided that any director who is absent when such a determination is made shall be given
notice of the determination. A regular meeting of the Board may be held without notice immediately after and at the same place as the annual meeting of stockholders.
3.5 Special Meetings . Special meetings of the Board may be called by the Chairperson of the Board, the Chief Executive
Officer, the President or a majority of the directors then in office and may be held at any time and place, within or without the State of Delaware.
3.6 Notice of Special Meetings . Notice of any special meeting of directors shall be given to each director by whom it
is not waived by the Secretary or by the officer or one of the directors calling the meeting. Notice shall be duly given to each director by (a) giving notice to such director in person or by telephone or voice message system at least 24 hours
in advance of the meeting, (b) electronic transmission to such director’s last known email address, or (c) mailing or delivering written notice to such director’s last known business or home address at least three days in
advance of the meeting. A notice or waiver of notice of a meeting of the Board need not specify the purposes of the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.
3.7 Participation in Meetings by Telephone Conference Calls or Other Methods of Communication . Directors or any members
of any committee designated by the directors may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each
other, and participation by such means shall constitute presence in person at such meeting.
3.8 Quorum;
Adjournment . A majority of the total number of authorized directors shall constitute a quorum at any meeting of the Board. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to
time without further notice other than announcement at the meeting, until a quorum shall be present. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board or at a meeting of a committee which
authorizes a particular contract or transaction.
3.9 Action at Meeting . At any meeting of the Board at which a
quorum is present, the vote of a majority of those present shall be sufficient to take any action, unless a different vote is specified by law, the Certificate of Incorporation or these Bylaws.
3.10 Action by Written Consent . Any action required or permitted to be taken at any meeting of the Board or of any
committee of the Board may be taken without a meeting if all members of the Board or committee, as the case may be, consent to the action in writing or by electronic transmission, and the writings or electronic transmissions are filed with the
minutes of
14
proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic
form.
3.11 Committees . The Board may designate one or more committees, each committee to consist of one or more of
the directors of the Corporation, with such lawfully delegated powers and duties as it therefor confers; provided that, the committee membership of each committee designated by the Board will comply with the applicable rules of the exchange on which
any securities of the Corporation are listed. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification
of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board and subject to the provisions of the DGCL, shall have and may exercise all the powers and authority of the
Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board may from
time to time request. Except as the Board may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by such rules, its business shall be conducted as nearly as possible in the same manner as
is provided in these Bylaws for the Board. Unless otherwise provided in the Certificate of Incorporation, these Bylaws or the resolutions of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee
consists of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.
3.12 Compensation of Directors . Directors may be paid such compensation for their services and such reimbursement for
expenses of attendance at meetings as the Board may from time to time determine. No such payment shall preclude any director from serving the Corporation or any of its parent or subsidiary Corporations in any other capacity and receiving
compensation for such service.
ARTICLE IV
OFFICERS
4.1 Enumeration . The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Secretary,
a Treasurer, a Chief Financial Officer and such other officers with such other titles as the Board shall determine, including, at the discretion of the Board, a Chairperson of the Board and one or more Vice Presidents, Deputy Chiefs, and Assistant
Secretaries. The Board may appoint such other officers as it may deem appropriate.
4.2 Election . Officers shall be
elected annually by the Board at its first meeting following the annual meeting of stockholders. Officers may be appointed by the Board at any other meeting.
15
4.3 Qualification . No officer need be a stockholder. Any two or more
offices may be held by the same person.
4.4 Tenure . Except as otherwise provided by law, by the Certificate of
Incorporation or by these Bylaws, each officer shall hold office until such officer’s successor is elected and qualified, unless a different term is specified in the vote appointing the officer, or until such officer’s earlier death,
resignation or removal.
4.5 Resignation and Removal . Any officer may resign by delivering his written resignation
to the Corporation at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any officer elected by
the Board may be removed at any time, with or without cause, by the Board.
4.6 Chairperson of the Board . The Board
may appoint a Chairperson of the Board. If the Board appoints a Chairperson of the Board, the Chairperson of the Board shall perform such duties and possess such powers as are assigned to the Chairperson by the Board and these Bylaws. Unless
otherwise provided by the Board, the Chairperson of the Board shall preside at all meetings of the Board.
4.7 Chief
Executive Officer . The Chief Executive Officer of the Corporation shall, subject to the direction of the Board, have general supervision, direction and control of the business and the officers of the Corporation. The Chief Executive Officer
shall preside at all meetings of the stockholders and, in the absence or nonexistence of a Chairperson of the Board, at all meetings of the Board. The Chief Executive Officer shall have the general powers and duties of management usually vested in
the chief executive officer of a Corporation, including general supervision, direction and control of the business and supervision of other officers of the Corporation, and shall have such other powers and duties as may be prescribed by the Board or
these Bylaws.
4.8 President . Subject to the direction of the Board and such supervisory powers as may be given by
these Bylaws or the Board to the Chairperson of the Board or the Chief Executive Officer, if such titles be held by other officers, the President shall have general supervision, direction and control of the business and supervision of other officers
of the Corporation. Unless otherwise designated by the Board, the President shall be the Chief Executive Officer of the Corporation. The President shall have such other powers and duties as may be prescribed by the Board or these Bylaws. The
President shall have power to sign stock certificates, contracts and other instruments of the Corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the Corporation,
other than the Chairperson of the Board and the Chief Executive Officer.
4.9 Vice Presidents and Deputy
Chiefs . Any Vice President or Deputy Chief shall perform such duties and possess such powers as the Board, the Chief Executive Officer or the President may from time to time prescribe. In the event of the absence, inability or refusal to act of
the President, the Vice President and the Deputy Chiefs (or if there shall be more than one, the Vice Presidents and the Deputy Chiefs in the order determined by the Board) shall perform the duties of the President and when so performing shall have
all the powers of and be
16
subject to all the restrictions upon the President. The Board may assign to any Vice President or Deputy Chief the title of Executive Vice President, Executive Deputy Chief, Senior Vice
President, Senior Deputy Chief or any other title selected by the Board.
4.10 Secretary and Assistant Secretaries .
The Secretary shall perform such duties and shall have such powers as the Board or the President may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are set forth in these Bylaws and as are
incident to the office of the Secretary, including, without limitation, the duty and power to give notices of all meetings of stockholders and special meetings of the Board, to keep a record of the proceedings of all meetings of stockholders and the
Board, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents.
Any Assistant Secretary shall perform such duties and possess such powers as the Board, the Chief Executive Officer, the
President or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by
the Board) shall perform the duties and exercise the powers of the Secretary.
In the absence of the Secretary or any
Assistant Secretary at any meeting of stockholders or directors, the person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting.
4.11 Treasurer . The Treasurer shall perform such duties and have such powers as are incident to the office of
treasurer, including without limitation, the duty and power to keep and be responsible for all funds and securities of the Corporation, to maintain the financial records of the Corporation, to deposit funds of the Corporation in depositories as
authorized, to disburse such funds as authorized, to make proper accounts of such funds, and to render as required by the Board accounts of all such transactions and of the financial condition of the Corporation.
4.12 Chief Financial Officer . The Chief Financial Officer shall perform such duties and shall have such powers as may
from time to time be assigned to the Chief Financial Officer by the Board, the Chief Executive Officer or the President. Unless otherwise designated by the Board, the Chief Financial Officer shall be the Treasurer of the Corporation.
4.13 Salaries . Officers of the Corporation shall be entitled to such salaries, compensation or reimbursement as shall
be fixed or allowed from time to time by the Board.
4.14 Delegation of Authority . The Board may from time to time
delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.
ARTICLE V
CAPITAL STOCK
5.1 Shares of Stock . The shares of the Corporation may be (i) represented by certificates,
(ii) uncertificated shares provided that the Board has provided by resolution that some or all of any or all classes or series of stock shall be uncertificated shares or (iii) a combination of both. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to the Corporation.
17
5.2 Signatures . To the extent any shares are represented by
certificates, every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by any two authorized officers of the Corporation, including, without limitation, the Chief Executive
Officer, the President, the Chief Financial Officer, the Treasurer, the Secretary, or an Assistant Treasurer or Assistant Secretary, certifying the number of shares owned by such holder in the Corporation. To the extent any shares are represented by
certificates, any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.
5.3 Lost Certificates . The Board may direct a new certificate or uncertificated shares be issued in place of any
certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such
issuance of a new certificate or uncertificated shares, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal
representative, to advertise the same in such manner as the Board shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation on account of the alleged
loss, theft or destruction of such certificate or the issuance of such new certificate or uncertificated shares.
5.4
Transfers . Stock of the Corporation shall be transferable in the manner prescribed by applicable law, the Certificate of Incorporation and these Bylaws. Transfers of stock shall be made on the books of the Corporation, and in the case of
certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all
necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment
of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement (to the extent any shares are represented by certificates), compliance
or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the
Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have
been entered in the stock records of the Corporation by an entry showing from and to whom transferred.
5.5 Dividend
Record Date . In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be
not more than sixty (60) days prior to such action. If no
18
record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
5.6 Record Owners . The Corporation shall be entitled to recognize the exclusive right of a person registered on
its books as the owner of shares to receive dividends, and to vote as such owner and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise required by law.
5.7 Transfer and Registry Agents . The
Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board.
ARTICLE VI
GENERAL
PROVISIONS
6.1 Fiscal Year . The fiscal year of the Corporation shall be as fixed by the Board.
6.2 Waiver of Notice . Whenever any notice whatsoever is required to be given by law, by the Certificate of
Incorporation or by these Bylaws, a waiver of such notice either in writing signed by the person entitled to such notice or such person’s duly authorized attorney, or by electronic transmission or any other method permitted under the DGCL,
whether before, at or after the time stated in such waiver, or the appearance of such person or persons at such meeting in person or by proxy, shall be deemed equivalent to such notice. Neither the business nor the purpose of any meeting need be
specified in such a waiver. Attendance at any meeting shall constitute waiver of notice except attendance for the sole purpose of objecting to the timeliness or manner of notice.
6.3 Actions with Respect to Securities of Other Corporations . Except as the Board may otherwise designate, the Chief
Executive Officer or President or any officer of the Corporation authorized by the Chief Executive Officer or President shall have the power to vote and otherwise act on behalf of the Corporation, in person or by proxy, and may waive notice of, and
act as, or appoint any person or persons to act as, proxy or attorney-in-fact to this Corporation (with or without power of substitution) at any meeting of stockholders
or shareholders (or with respect to any action of stockholders) of any other Corporation or organization, the securities of which may be held by this Corporation and otherwise to exercise any and all rights and powers that this Corporation may
possess by reason of this Corporation’s ownership of securities in such other Corporation or other organization.
6.4 Evidence of Authority . A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to
any action taken by the stockholders, directors, a committee or any officer or representative of the Corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.
6.5 Certificate of Incorporation . All references in these Bylaws to the Certificate of Incorporation shall be deemed to
refer to the Certificate of Incorporation of the Corporation, as amended and in effect from time to time.
19
6.6 Severability . Any determination that any provision of these
Bylaws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these Bylaws.
6.7 Pronouns . All pronouns used in these Bylaws shall be deemed to refer to the masculine, feminine or neuter, singular
or plural, as the identity of the person or persons may require.
6.8 Notices . Except as otherwise specifically
provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent of the Corporation shall be in writing and may in every instance be effectively given by hand delivery to the recipient
thereof, by depositing such notice in the mails, postage paid, or by sending such notice by commercial courier service, or by electronic transmission, provided that notice to stockholders by electronic transmission shall be given in the manner
provided in Section 232 of the DGCL. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his, her or its last known address as the same appears on the books of the Corporation. The time when such
notice shall be deemed to be given shall be the time such notice is received by such stockholder, director, officer, employee or agent, or by any person accepting such notice on behalf of such person, if delivered by hand, electronic transmission or
commercial courier service, or the time such notice is dispatched, if delivered through the mails. Without limiting the manner by which notice otherwise may be given effectively, notice to any stockholder shall be deemed given: (a) if by
electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (b) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon
the later of (i) such posting and (ii) the giving of such separate notice; (c) if by any other form of electronic transmission, when directed to the stockholder; and (d) if by mail, when deposited in the mail, postage prepaid,
directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.
6.9
Reliance Upon Books, Reports and Records . Each director, each member of any committee designated by the Board, and each officer of the Corporation shall, in the performance of such individual’s duties, be fully protected in relying in
good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board, or by any other person as to
matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.
6.10 Time Periods . In applying any provision of these Bylaws which require that an act be done or not done a specified
number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.
6.11 Electronic Signatures . In addition to the provisions for use of electronic signatures elsewhere specifically
authorized in these Bylaws, electronic signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board or a committee thereof.
20
ARTICLE VII
AMENDMENTS
7.1 By the Board . Except as otherwise set forth in these Bylaws, these Bylaws may be altered, amended or repealed or
new Bylaws may be adopted only in accordance with Article IX of the Certificate of Incorporation.
7.2 By the
Stockholders . Except as otherwise set forth in these Bylaws, and subject to the Certificate of Incorporation, these Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the shares of capital stock of the Corporation issued and
outstanding and entitled to vote generally in any election of directors, voting together as a single class. Such vote may be held at any annual meeting of stockholders, or at any special meeting of stockholders provided that notice of such
alteration, amendment, repeal or adoption of new Bylaws shall have been stated in the notice of such special meeting.
ARTICLE VIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
8.1 Right to Indemnification . Each person who was or is made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (“proceeding”), by reason of the fact that such person or a person of whom he or she is the legal representative, is or was a director
or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another Corporation, or as a controlling person of a partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director or officer, or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such amendment) against all expenses, liability and loss reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director or officer and shall inure to the benefit of his heirs, executors and administrators; provided, that except as provided in Section 8.2 of this Article VIII , the Corporation shall
indemnify any such person seeking indemnity in connection with a proceeding (or part thereof) initiated by such person only if (a) such indemnification is expressly required to be made by law, (b) the proceeding (or part thereof) was
authorized by the Board, (c) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL, or (d) the proceeding (or part thereof) is brought to establish or
enforce a right to indemnification or advancement under an indemnity agreement or any other statute or law or otherwise as required under Section 145 of the DGCL. The rights hereunder shall be contract rights and shall include the right to be
paid reasonable expenses and attorneys’ fees incurred in defending any such proceeding in advance of its final disposition; provided, that the payment of such expenses incurred by a director or officer of the Corporation in his capacity as a
director or officer (and not in any other capacity in which service was or is tendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance
21
of the final disposition of such proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced
if it should be determined ultimately by final judicial decision from which there is no further right to appeal that such director or officer is not entitled to be indemnified under this section or otherwise.
8.2 Right of Claimant to Bring Suit . If a claim under Section 8.1 is not paid in full by the
Corporation within sixty (60) days after a written claim has been received by the Corporation, or twenty (20) days in the case of a claim for advancement of expenses, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if such suit is not frivolous or brought in bad faith, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to this Corporation) that the claimant has not met the
standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Corporation (including its Board, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by
the Corporation (including its Board, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable
standard of conduct. In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final judicial decision from which there is
no further right to appeal that the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or
brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, shall be on the Corporation.
8.3 Indemnification of Employees and Agents . The Corporation may, to the extent authorized from time to time by
the Board, grant rights to indemnification, and to the advancement of related expenses, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VIII with respect to the indemnification of and
advancement of expenses to directors and officers of the Corporation.
8.4
Non-Exclusivity of Rights . The rights conferred on any person in this Article VIII shall not be exclusive of any other right which such persons may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
8.5 Indemnification Contracts . The Board is authorized to enter into a contract with any director, officer, employee or
agent of the Corporation, or any person serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, including employee benefit plans, providing
for indemnification rights equivalent to or, if the Board so determines, greater than, those provided for in this Article VIII .
22
8.6 Insurance . The Corporation shall maintain insurance to the extent
reasonably available, at its expense, to protect itself and any such director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss,
whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.
8.7 Effect of Amendment . Any amendment, repeal or modification of any provision of this Article VIII shall not
adversely affect any right or protection of an indemnitee or his successor in respect of any act or omission occurring prior to such amendment, repeal or modification.
8.8 Reliance . Persons who after the date of the adoption of this provision become or remain directors or officers of
the Corporation or who, while a director or officer of the Corporation, become or remain a director, officer, employee or agent of a subsidiary, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other
rights contained in this Article VIII in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Article VIII shall apply to claims made against an indemnitee arising out
of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.
* * *
23
### EX-5.1 - EX-5.1
EX-5.1
5
d73198dex51.htm
EX-5.1
EX-5.1
Exhibit 5.1
|
|
|
|
|
787 Seventh Avenue
New York, NY 10019-6099
Tel: 212 728
8000
Fax: 212 728 8111
|
May 26, 2026
Safepoint Holdings, Inc.
4010 Gunn Highway
Tampa, Florida 33618
Ladies and Gentlemen:
We have acted as counsel to Safepoint Holdings, Inc., a Delaware corporation (the “ Company ”), in connection
with the preparation and filing of a Registration Statement on Form S-1 under the Securities Act of 1933, as amended (the “ Securities Act ”), filed with the Securities and Exchange Commission
(the “ Commission ”) on May 8, 2026 (Registration No. 333-295728) (as amended, the “ Registration Statement ”), relating to the proposed registration by the Company of up
to 16,666,667 shares (the “ Firm Shares ”) of common stock of the Company, par value $0.01 per share (“ Common Stock ”), of which 6,242,317 shares will be sold by the Company and 10,424,350 shares
will be sold by the selling stockholders identified in the Registration Statement (the “ Selling Stockholders ”), and up to 2,500,000 additional shares of Common Stock to be sold by the Company and the Selling Stockholders upon the
exercise of the underwriters’ over-allotment option (the “ Option Shares ” and, together with the Firm Shares, the “ Shares ”). The offering of the Shares is referred to
herein as the “ Offering ”.
We have examined copies of the form of Amended and Restated
Certificate of Incorporation of the Company (the “ Charter ”) and the form of Amended and Restated Bylaws of the Company (the “ Bylaws ”), each to become effective prior to the closing of the Offering, the
Registration Statement, the Underwriting Agreement, the relevant resolutions adopted by the Company’s Board of Directors and other records and documents that we have deemed necessary for the purpose of this opinion letter. We are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, papers, statutes and authorities as we have deemed necessary to form a basis for the opinions hereinafter expressed.
As to questions of fact material to the opinions expressed below, we have relied without independent check or verification
upon certificates and comparable documents of public officials and officers and representatives of the Company and statements of fact contained in the documents we have examined. In our examination and in rendering our opinions contained herein, we
have assumed (i) the genuineness of all signatures of all parties; (ii) the authenticity of all corporate records, documents, agreements, instruments and certificates submitted to us as originals and the conformity to original documents
and agreements of all documents and agreements submitted to us as conformed, certified or photostatic copies; and (iii) the capacity of natural persons.
Based on and subject to the foregoing and to the other qualifications and limitations set forth herein, we are of the opinion
that, upon (i) due action by the Company’s Board of Directors or a duly appointed committee thereof to determine the price per share of the Shares, (ii) the due execution and delivery of the Underwriting Agreement by the parties
thereto and (iii) the effectiveness of the Registration Statement under the Act, (1) the Firm Shares have been duly authorized and, when issued, sold and paid for in accordance with the terms set forth in the prospectus contained in the
Registration Statement and the form of Underwriting Agreement, will be validly issued, fully paid and non-assessable and (2) the Option Shares have been duly authorized and, when issued upon conversion of
the currently existing shares to Common Stock, will be validly issued, fully paid and non-assessable.
B RUSSELS C HICAGO D ALLAS F RANKFURT
H AMBURG H OUSTON L ONDON L OS A NGELES
M ILAN M UNICH N EW Y ORK P ALO A LTO
P ARIS R OME S AN F RANCISCO W ASHINGTON
Safepoint Holdings, Inc.
May 26, 2026
Page 2
The opinion expressed herein is limited to the General Corporation Law of the
State of Delaware, and we express no opinion with respect to the laws of any other country, state or jurisdiction. The opinion expressed herein is limited to matters expressly set forth herein, and no opinion is to be implied or may be inferred
beyond the matters expressly stated herein. The opinion expressed herein is given as of the date hereof, and we assume no obligation to update or supplement such opinion after the date hereof. The opinion expressed herein is rendered as of the date
first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion expressed herein. The opinion expressed
herein is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Selling Stockholders or the Shares.
We hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Registration Statement, and to
the use of our name under the heading “Legal Matters” in the prospectus included as part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
|
Very truly yours,
/s/ Willkie Farr & Gallagher
LLP
|
### EX-10.10 - EX-10.10
EX-10.10
6
d73198dex1010.htm
EX-10.10
EX-10.10
Exhibit 10.10
S AFEPOINT H OLDINGS , I NC .
2026 S TOCK I NCENTIVE P LAN
1. Purpose.
The purpose of the Plan is to assist the Company in attracting, retaining, motivating, and rewarding certain employees,
officers, directors, and consultants of the Company and its Affiliates and promoting the creation of long-term value for stockholders of the Company by closely aligning the interests of such individuals with those of such stockholders. The Plan
authorizes the award of Stock-based incentives to Eligible Persons to encourage such Eligible Persons to expend maximum effort in the creation of stockholder value. The Plan succeeds the Prior Plan for Awards granted on or after the Effective Date
and no additional awards may be made under the Prior Plan on or after the Effective Date. The adoption and effectiveness of the Plan will not affect the terms or conditions of any awards granted under the Prior Plan prior to the Effective Date.
2. Definitions.
For purposes of the Plan, the following terms shall be defined as set forth below:
(a) “ Affiliate ” means, with respect to a Person, any other Person that, directly or indirectly through one
or more intermediaries, controls, is controlled by, or is under common control with, such Person.
(b)
“ Award ” means any Option, award of Restricted Stock, Restricted Stock Unit, Stock Appreciation Right, or other Stock-based award granted under the Plan.
(c) “ Award Agreement ” means an Option Agreement, a Restricted Stock Agreement, an RSU Agreement, a SAR
Agreement, or an agreement governing the grant of any other Stock-based Award granted under the Plan.
(d)
“ Board ” means the Board of Directors of the Company.
(e) “ Cause ” means, with
respect to a Participant and in the absence of an Award Agreement or Participant Agreement otherwise defining Cause, (1) the Participant’s plea of nolo contendere to, conviction of or indictment for, any crime (whether or not
involving the Company or its Affiliates) (i) constituting a felony or (ii) that has, or could reasonably be expected to result in, an adverse impact on the performance of the Participant’s duties to the Service Recipient, or
otherwise has, or could reasonably be expected to result in, an adverse impact on the business or reputation of the Company or its Affiliates, (2) conduct of the Participant, in connection with his or her employment or service, that has
resulted, or could reasonably be expected to result, in injury to the business or reputation of the Company or its Affiliates, (3) any material violation of the policies of the Service Recipient, including, but not limited to, those relating to
sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Service Recipient; (4) the Participant’s act(s) of negligence or willful misconduct in the course
of his or her employment or service with the Service Recipient; (5) misappropriation by the Participant of any assets or business opportunities of the Company or its Affiliates; (6) embezzlement or fraud committed by the Participant, at
the Participant’s
direction, or with the Participant’s prior actual knowledge; or (7) willful neglect in the performance of the Participant’s duties for the Service Recipient or willful or
repeated failure or refusal to perform such duties. If, subsequent to the Termination of a Participant for any reason other than by the Service Recipient for Cause, it is discovered that the Participant’s employment or service could have been
terminated for Cause, such Participant’s employment or service shall, at the discretion of the Committee, be deemed to have been terminated by the Service Recipient for Cause for all purposes under the Plan, and the Participant shall be
required to repay or return to the Company all amounts and benefits received by him or her in respect of any Award following such Termination that would have been forfeited under the Plan had such Termination been by the Service Recipient for Cause.
In the event that there is an Award Agreement or Participant Agreement defining Cause, “ Cause ” shall have the meaning provided in such agreement, and a Termination by the Service Recipient for Cause hereunder shall not be deemed
to have occurred unless all applicable notice and cure periods in such Award Agreement or Participant Agreement are complied with.
(f) “ Change in Control ” means:
(1) a change in ownership or control of the Company effected through a transaction or series of transactions
(other than an offering of Stock to the general public through a registration statement filed with the U.S. Securities and Exchange Commission or similar non-U.S. regulatory agency or pursuant to a Non-Control Transaction) whereby any “person” (as defined in Section 3(a)(9) of the Exchange Act) or any two or more persons deemed to be one “person” (as used in Sections 13(d)(3)
and 14(d)(2) of the Exchange Act), other than the Company or any of its Affiliates, an employee benefit plan sponsored or maintained by the Company or any of its Affiliates (or its related trust), or any underwriter temporarily holding securities
pursuant to an offering of such securities, directly or indirectly acquire “beneficial ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing
more than fifty percent (50%) of the total combined voting power of the Company’s securities eligible to vote in the election of the Board (the “ Company Voting Securities ”);
(2) the date, within any consecutive twenty-four (24) month period commencing on or after the Effective
Date, upon which individuals who constitute the Board as of the Effective Date (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided, however , that any individual who
becomes a director subsequent to the Effective Date whose appointment, election or nomination for election was approved by a vote of at least a majority of the directors then constituting the Incumbent Board (either by a specific vote or by approval
of the proxy statement of the Company in which such individual is named as a nominee for director, without objection to such nomination) shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest (including, but not limited to, a consent solicitation) with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; or
- 2 -
(3) the consummation of a merger, consolidation, share
exchange, or similar form of corporate transaction involving the Company or any of its Affiliates that requires the approval of the Company’s stockholders (whether for such transaction, the issuance of securities in the transaction or
otherwise) (a “ Reorganization ”), unless immediately following such Reorganization (i) more than fifty percent (50%) of the total voting power of (A) the corporation resulting from such Reorganization
(the “ Surviving Company ”) or (B) if applicable, the ultimate parent corporation that has, directly or indirectly, beneficial ownership of one hundred percent (100%) of the voting securities of the Surviving Company
(the “ Parent Company ”), is represented by Company Voting Securities that were outstanding immediately prior to such Reorganization (or, if applicable, is represented by shares into which such Company Voting Securities were
converted pursuant to such Reorganization), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among holders thereof immediately prior to such Reorganization,
(ii) no person, other than an employee benefit plan sponsored or maintained by the Surviving Company or the Parent Company (or its related trust), is or becomes the beneficial owner, directly or indirectly, of fifty percent (50%) or more of the
total voting power of the outstanding voting securities eligible to elect directors of the Parent Company, or if there is no Parent Company, the Surviving Company, and (iii) at least a majority of the members of the board of directors of the
Parent Company, or if there is no Parent Company, the Surviving Company, following the consummation of such Reorganization are members of the Incumbent Board at the time of the Board’s approval of the execution of the initial agreement
providing for such Reorganization (any Reorganization which satisfies all of the criteria specified in clauses (i), (ii), and (iii) above shall be a “ Non-Control
Transaction ”); or
(4) the sale or disposition, in one or a series of related transactions, of
all or substantially all of the assets of the Company to any “person” (as defined in Section 3(a)(9) of the Exchange Act) or to any two or more persons deemed to be one “person” (as used in Sections 13(d)(3) and
14(d)(2) of the Exchange Act) other than the Company’s Affiliates.
Notwithstanding the foregoing, (x) a Change in Control
shall not be deemed to occur solely because any person acquires beneficial ownership of fifty percent (50%) or more of the Company Voting Securities as a result of an acquisition of Company Voting Securities by the Company that reduces the number of
Company Voting Securities outstanding; provided that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such person, a Change in Control shall then be deemed to occur, and (y) with respect to the payment of any amount that constitutes a deferral of compensation subject to Section 409A of the Code payable upon
a Change in Control, a Change in Control shall not be deemed to have occurred, unless the Change in Control constitutes a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the
Company under Section 409A(a)(2)(A)(v) of the Code.
- 3 -
(g) “ Code ” means the U.S. Internal Revenue Code of
1986, as amended from time to time, including the rules and regulations thereunder and any successor provisions, rules and regulations thereto.
(h) “ Committee ” means the Board, the Compensation Committee of the Board or such other committee consisting
of two or more individuals appointed by the Board to administer the Plan and each other individual or committee of individuals designated to exercise authority under the Plan.
(i) “ Company ” means Safepoint Holdings, Inc., a Delaware corporation.
(j) “ Corporate Event ” has the meaning set forth in Section 10(b) hereof.
(k) “ Data ” has the meaning set forth in Section 20(g) hereof.
(l) “ Disability ” means, in the absence of an Award Agreement or Participant Agreement otherwise defining
Disability, the permanent and total disability of such Participant within the meaning of Section 22(e)(3) of the Code. In the event that there is an Award Agreement or Participant Agreement defining Disability, “ Disability ”
shall have the meaning provided in such Award Agreement or Participant Agreement.
(m) “ Disqualifying
Disposition ” means any disposition (including any sale) of Stock acquired upon the exercise of an Incentive Stock Option made within the period that ends either (1) two years after the date on which the Participant was granted the
Incentive Stock Option or (2) one year after the date upon which the Participant acquired the Stock.
(n)
“ Effective Date ” means the date of execution of the underwriting agreement relating to the underwritten initial public offering of the Company’s equity securities pursuant to an effective Form
S-1 registration statement filed under the Securities Act.
(o) “ Eligible
Person ” means (1) each employee and officer of the Company or any of its Affiliates, (2) each non-employee director of the Company or any of its Affiliates; (3) each other natural
Person who provides substantial services to the Company or any of its Affiliates as a consultant or advisor (or a wholly owned alter ego entity of the natural Person providing such services of which such Person is an employee, stockholder or
partner) and who is designated as eligible by the Committee, and (4) each natural Person who has been offered employment by the Company or any of its Affiliates; provided that such prospective employee may not receive any payment or
exercise any right relating to an Award until such Person has commenced employment or service with the Company or its Affiliates; provided further, however , that (i) with respect to any Award that is intended to qualify as a “stock
right” that does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code, the term “ Affiliate ” as used in this Section 2(o) shall include only those corporations or
other entities in the unbroken chain of corporations or other entities beginning with the Company where each of the corporations or other entities in the unbroken chain other than the last corporation or other entity owns stock possessing at least
fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations or other entities in the chain, and (ii) with respect to any Award that is intended to be an Incentive Stock Option, the
term “Affiliate” as used in this Section 2(o) shall include only those entities that qualify as a “subsidiary corporation” with
- 4 -
respect to the Company within the meaning of Section 424(f) of the Code. An employee on an approved leave of absence may be considered as still in the employ of the Company or any of its
Affiliates for purposes of eligibility for participation in the Plan.
(p) “ Exchange Act ” means the
U.S. Securities Exchange Act of 1934, as amended from time to time, including the rules and regulations thereunder and any successor provisions, rules and regulations thereto.
(q) “ Expiration Date ” means, with respect to an Option or Stock Appreciation Right, the date on which the
term of such Option or Stock Appreciation Right expires, as determined under Sections 5(b) or 8(b) hereof, as applicable.
(r) “ Fair Market Value ” means, as of any date when the Stock is listed on one or more national securities
exchanges, the closing price reported on the principal national securities exchange on which such Stock is listed and traded on the date of determination or, if the closing price is not reported on such date of determination, the closing price
reported on the most recent date prior to the date of determination. If the Stock is not listed on a national securities exchange, “ Fair Market Value ” shall mean the amount determined by the Board in good faith, and in a manner
consistent with Section 409A of the Code, to be the fair market value per share of Stock.
(s)
“ GAAP ” means the U.S. Generally Accepted Accounting Principles, as in effect from time to time.
(t)
“ Incentive Stock Option ” means an Option intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code.
(u) “ Nonqualified Stock Option ” means an Option not intended to be an Incentive Stock Option.
(v) “ Option ” means a conditional right, granted to a Participant under Section 5 hereof, to purchase
Stock at a specified price during a specified time period.
(w) “ Option Agreement ” means a written
agreement between the Company and a Participant evidencing the terms and conditions of an individual Option Award.
(x)
“ Participant ” means an Eligible Person who has been granted an Award under the Plan or, if applicable, such other Person who holds an Award.
(y) “ Participant Agreement ” means an employment or other services agreement between a Participant and the
Service Recipient that describes the terms and conditions of such Participant’s employment or service with the Service Recipient and is effective as of the date of determination.
(z) “ Person ” means any individual, corporation, partnership, firm, joint venture, association, joint-stock
company, trust, unincorporated organization, or other entity.
(aa) “ Plan ” means this Safepoint
Holdings, Inc., 2026 Stock Incentive Plan, as amended from time to time.
- 5 -
(bb) “ Prior Plan ” means the Safepoint Holdings, Inc. 2024
Stock Incentive Plan, as amended from time to time.
(cc) “ Qualified Member ” means a member of the
Committee who is a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act and an “independent director” as defined
under the NYSE Listed Company Manual or other applicable stock exchange rules.
(dd) “ Qualifying
Committee ” has the meaning set forth in Section 3(b) hereof.
(ee) “ Restricted Stock ”
means Stock granted to a Participant under Section 6 hereof that is subject to certain restrictions and to a risk of forfeiture.
(ff) “ Restricted Stock Agreement ” means a written agreement between the Company and a Participant
evidencing the terms and conditions of an individual Restricted Stock Award.
(gg) “ Restricted Stock
Unit ” means a notional unit representing the right to receive one share of Stock (or the cash value of one share of Stock, if so determined by the Committee) on a specified settlement date.
(hh) “ RSU Agreement ” means a written agreement between the Company and a Participant evidencing the terms
and conditions of an individual Award of Restricted Stock Units.
(ii) “ SAR Agreement ” means a written
agreement between the Company and a Participant evidencing the terms and conditions of an individual Award of Stock Appreciation Rights.
(jj) “ Securities Act ” means the U.S. Securities Act of 1933, as amended from time to time, including
the rules and regulations thereunder and any successor provisions, rules and regulations thereto.
(kk) “ Service
Recipient ” means, with respect to a Participant holding an Award, either the Company or an Affiliate of the Company by which the original recipient of such Award is, or following a Termination was most recently, principally employed or to
which such original recipient provides, or following a Termination was most recently providing, services, as applicable.
(ll) “ Stock ” means Common Stock, par value $0.01 per share, of the Company, and such other securities as
may be substituted for such stock pursuant to Section 10 hereof.
(mm) “ Stock Appreciation Right ”
means a conditional right to receive an amount equal to the value of the appreciation in the Stock over a specified period. Except in the event of extraordinary circumstances, as determined in the sole discretion of the Committee, or pursuant to
Section 10(b) hereof, Stock Appreciation Rights shall be settled in Stock.
(nn) “ Substitute
Award ” has the meaning set forth in Section 4(a) hereof.
- 6 -
(oo) “ Termination ” means the termination of a
Participant’s employment or service, as applicable, with the Service Recipient; provided, however , that if so determined by the Committee at the time of any change in status in relation to the Service Recipient ( e.g. , a
Participant ceases to be an employee and begins providing services as a consultant, or vice versa), such change in status will not be deemed a Termination hereunder. Unless otherwise determined by the Committee, in the event that the Service
Recipient ceases to be an Affiliate of the Company (by reason of sale, divestiture, spin-off, or other similar transaction), unless a Participant’s employment or service is transferred to another entity
that would constitute the Service Recipient immediately following such transaction, such Participant shall be deemed to have suffered a Termination hereunder as of the date of the consummation of such transaction. Notwithstanding anything herein to
the contrary, a Participant’s change in status in relation to the Service Recipient (for example, a change from employee to consultant) shall not be deemed a Termination hereunder with respect to any Awards constituting “nonqualified
deferred compensation” subject to Section 409A of the Code that are payable upon a Termination unless such change in status constitutes a “separation from service” within the meaning of Section 409A of the Code. Any
payments in respect of an Award constituting nonqualified deferred compensation subject to Section 409A of the Code that are payable upon a Termination shall be delayed for such period as may be necessary to meet the requirements of
Section 409A(a)(2)(B)(i) of the Code. On the first business day following the expiration of such period, the Participant shall be paid, in a single lump sum without interest, an amount equal to the aggregate amount of all payments delayed
pursuant to the preceding sentence, and any remaining payments not so delayed shall continue to be paid pursuant to the payment schedule applicable to such Award.
3. Administration.
(a) Authority of the Committee . Except as otherwise provided below, the Plan shall be administered by the Committee.
The Committee shall have full and final authority, in each case subject to and consistent with the provisions of the Plan, to (1) select Eligible Persons to become Participants, (2) grant Awards, (3) determine the type, number and
type of shares of Stock subject to, other terms and conditions of, and all other matters relating to, Awards, (4) prescribe Award Agreements (which need not be identical for each Participant) and rules and regulations for the administration of
the Plan, (5) construe and interpret the Plan and Award Agreements and correct defects, supply omissions, and reconcile inconsistencies therein, (6) suspend the right to exercise Awards during any period that the Committee deems
appropriate to comply with applicable securities laws, and thereafter extend the exercise period of an Award by an equivalent period of time or such shorter period required by, or necessary to comply with, applicable law, and (7) make all other
decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan. Any action of the Committee shall be final, conclusive, and binding on all Persons, including, without limitation, the Company, its
stockholders and Affiliates, Eligible Persons, Participants, and beneficiaries of Participants. Notwithstanding anything in the Plan to the contrary, the Committee shall have the ability to accelerate the vesting of any outstanding Award at any time
and for any reason, including upon a Corporate Event, subject to Section 10(d), or in the event of a Participant’s Termination by the Service Recipient other than for Cause, or due to the Participant’s death, Disability or
retirement (as such term may be defined in an applicable Award Agreement or Participant Agreement, or, if no such definition exists, in accordance with the Company’s then-current employment policies and
- 7 -
guidelines). For the avoidance of doubt, the Board shall have the authority to take all actions under the Plan that the Committee is permitted to take.
(b) Manner of Exercise of Committee Authority . At any time that a member of the Committee is not a Qualified
Member, any action of the Committee relating to an Award granted or to be granted to a Participant who is then subject to Section 16 of the Exchange Act in respect of the Company, must be taken by the remaining members of the Committee or a
subcommittee, designated by the Committee or the Board, composed solely of two or more Qualified Members (a “ Qualifying Committee ”). Any action authorized by such a Qualifying Committee shall be deemed the action of the
Committee for purposes of the Plan. The express grant of any specific power to a Qualifying Committee, and the taking of any action by such a Qualifying Committee, shall not be construed as limiting any power or authority of the Committee.
(c) Delegation . To the extent permitted by applicable law, the Committee may delegate to officers or employees of the
Company or any of its Affiliates, or committees thereof, the authority, subject to such terms as the Committee shall determine, to perform such functions under the Plan, including, but not limited to, administrative functions, as the Committee may
determine appropriate. The Committee may appoint agents to assist it in administering the Plan. Any actions taken by an officer or employee delegated authority pursuant to this Section 3(c) within the scope of such delegation shall, for all
purposes under the Plan, be deemed to be an action taken by the Committee. Notwithstanding the foregoing or any other provision of the Plan to the contrary, any Award granted under the Plan to any Eligible Person who is not an employee of the
Company or any of its Affiliates (including any non-employee director of the Company or any Affiliate) or to any Eligible Person who is subject to Section 16 of the Exchange Act must be expressly approved
by the Committee or Qualifying Committee in accordance with Section 3(b) above.
(d)
Sections 409A and 457A . The Committee shall take into account compliance with Sections 409A and 457A of the Code in connection with any grant of an Award under the Plan, to the extent applicable. While the Awards
granted hereunder are intended to be structured in a manner to avoid the imposition of any penalty taxes under Sections 409A and 457A of the Code, in no event whatsoever shall the Company or any of its Affiliates be liable for any additional
tax, interest, or penalties that may be imposed on a Participant as a result of Section 409A or Section 457A of the Code or any damages for failing to comply with Section 409A or Section 457A of the Code or any similar state or
local laws (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A or Section 457A of the Code).
4. Shares Available Under the Plan; Other Limitations.
(a) Number of Shares Available for Delivery . Subject to adjustment as provided in Section 10 hereof, the total
number of shares of Stock reserved and available for delivery in connection with Awards under the Plan shall equal the sum of (i) 6,500,000 and (ii) to the extent that an award outstanding under the Prior Plan as of the Effective Date expires
or is canceled, forfeited, settled in cash, or otherwise terminated without delivery to the Participant of the full number of shares of Stock to which the award related, the number of such shares of Stock that are undelivered, up to a maximum of
14,068,900 shares of Stock. Unless the Committee acts
- 8 -
prior to the first day of a given fiscal year to provide otherwise, the total number of shares of Stock reserved and available for delivery in connection with Awards under the Plan will be
increased on the first day of each of the fiscal years during the term of the Plan following the Company’s fiscal year in which the Effective Date occurs, in an amount equal to the lowest of (x) three percent (3%) of the outstanding
shares of Stock on the last day of the immediately preceding fiscal year, (y) 1,950,000 shares of Stock and (z) such fewer number of shares of Stock as is determined by the Board. Shares of Stock delivered under the Plan shall consist of
authorized and unissued shares or previously issued shares of Stock reacquired by the Company on the open market or by private purchase. Notwithstanding the foregoing, (i) except as may be required by reason of Section 422 of the Code, the
number of shares of Stock available for issuance hereunder shall not be reduced by shares issued pursuant to Awards issued or assumed in connection with a merger or acquisition as contemplated by, NYSE Listed Company Manual Section 303A.08 or
other applicable stock exchange rules, and their respective successor rules and listing exchange promulgations (each such Award, a “ Substitute Award ”); and (ii) shares of Stock shall not be deemed to have been issued
pursuant to the Plan with respect to any portion of an Award that is settled in cash.
(b) Share Counting Rules .
The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double-counting (as, for example, in the case of tandem awards or Substitute Awards) and make adjustments if the number of shares of Stock actually
delivered differs from the number of shares previously counted in connection with an Award. Other than with respect to a Substitute Award, to the extent that an Award expires or is canceled, forfeited, settled in cash, or otherwise terminated
without delivery to the Participant of the full number of shares of Stock to which the Award related, the undelivered shares of Stock will again be available for grant. Shares of Stock withheld in payment of the exercise price or taxes relating to
an Award and shares of Stock equal to the number surrendered in payment of any exercise price or taxes relating to an Award shall not be deemed to constitute shares delivered to the Participant and shall be deemed to again be available for delivery
under the Plan.
(c) Incentive Stock Options . No more than 6,500,000 shares of Stock (subject to adjustment as
provided in Section 10 hereof) reserved for issuance hereunder may be issued or transferred upon exercise or settlement of Incentive Stock Options.
(d) Shares Available Under Acquired Plans . To the extent permitted by NYSE Listed Company Manual Section 303A.08
or other applicable stock exchange rules, subject to applicable law, in the event that a company acquired by the Company or with which the Company combines has shares available under a pre-existing plan
approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent
appropriate, using the exchange ratio or other adjustment or valuation ratio of formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or
combination) may be used for Awards under the Plan and shall not reduce the number of shares of Stock reserved and available for delivery in connection with Awards under the Plan; provided that Awards using such available shares shall not be
made after the date awards could have been made under the terms of such pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employed by the Company or
any subsidiary of the Company immediately prior to such acquisition or combination.
- 9 -
(e) Limitation on Awards to
Non-Employee Directors . Notwithstanding anything herein to the contrary, the maximum value of any Awards granted to a non-employee director of the Company in any one
calendar year, taken together with any cash fees paid to such non-employee director during such calendar year in respect of the non-employee director’s services as
a member of the Board during such year, shall not exceed $1,000,000 (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes); provided, that the Committee may make exceptions to
this limit, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation.
5. Options.
(a) General . Certain Options granted under the Plan may be intended to be Incentive Stock Options; however, no
Incentive Stock Options may be granted hereunder following the tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board and (ii) the date the stockholders of the Company approve the Plan. Options may be
granted to Eligible Persons in such form and having such terms and conditions as the Committee shall deem appropriate; provided , however , that Incentive Stock Options may be granted only to Eligible Persons who are employees of the
Company or an Affiliate (as such definition is limited pursuant to Section 2(o) hereof) of the Company. The provisions of separate Options shall be set forth in separate Option Agreements, which agreements need not be identical. No dividends or
dividend equivalents shall be paid on Options.
(b) Term . The term of each Option shall be set by the Committee at
the time of grant; provided , however , that no Option granted hereunder shall be exercisable after, and each Option shall expire, ten (10) years from the date it was granted.
(c) Exercise Price . The exercise price per share of Stock for each Option shall be set by the Committee at the time of
grant and shall not be less than the Fair Market Value on the date of grant, subject to Section 5(g) hereof in the case of any Incentive Stock Option. Notwithstanding the foregoing, in the case of an Option that is a Substitute Award, the
exercise price per share of Stock for such Option may be less than the Fair Market Value on the date of grant; provided , that such exercise price is determined in a manner consistent with the provisions of Section 409A of the Code and,
if applicable, Section 424(a) of the Code.
(d) Payment for Stock . Payment for shares of Stock acquired
pursuant to an Option granted hereunder shall be made in full upon exercise of the Option in a manner approved by the Committee, which may include any of the following payment methods: (1) in immediately available funds in U.S. dollars, or
by certified or bank cashier’s check, (2) by delivery of shares of Stock having a value equal to the exercise price, (3) by a broker-assisted cashless exercise in accordance with procedures approved by the Committee, whereby payment
of the Option exercise price or tax withholding obligations may be satisfied, in whole or in part, with shares of Stock subject to the Option by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Committee) to
sell shares of Stock and to deliver all or part of the sale proceeds to the Company in payment of the aggregate exercise price and, if applicable, the amount necessary to satisfy the Company’s withholding obligations, or (4) by any other
means approved by the Committee (including, by delivery of a notice of “net exercise” to the Company, pursuant to which
- 10 -
the Participant shall receive the number of shares of Stock underlying the Option so exercised reduced by the number of shares of Stock equal to the aggregate exercise price of the Option divided
by the Fair Market Value on the date of exercise). Notwithstanding anything herein to the contrary, if the Committee determines that any form of payment available hereunder would be in violation of Section 402 of the Sarbanes-Oxley Act of 2002,
such form of payment shall not be available.
(e) Vesting . Options shall vest and become exercisable in such
manner, on such date or dates, or upon the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in an Option Agreement; provided , however , that notwithstanding any such
vesting dates, the Committee may in its sole discretion accelerate the vesting of any Option at any time and for any reason. Unless otherwise specifically determined by the Committee, the vesting of an Option shall occur only while the Participant
is employed by or rendering services to the Service Recipient, and all vesting shall cease upon a Participant’s Termination for any reason. To the extent permitted by applicable law and unless otherwise determined by the Committee, vesting
shall be suspended during the period of any approved unpaid leave of absence by a Participant following which the Participant has a right to reinstatement and shall resume upon such Participant’s return to active employment. If an Option is
exercisable in installments, such installments or portions thereof that become exercisable shall remain exercisable until the Option expires, is canceled or otherwise terminates.
(f) Termination of Employment or Service . Except as provided by the Committee in an Option Agreement, Participant
Agreement or otherwise:
(1) In the event of a Participant’s Termination prior to the applicable
Expiration Date for any reason other than (i) by the Service Recipient for Cause, or (ii) by reason of the Participant’s death or Disability, (A) all vesting with respect to such Participant’s Options outstanding shall
cease, (B) all of such Participant’s unvested Options outstanding shall terminate and be forfeited for no consideration as of the date of such Termination, and (C) all of such Participant’s vested Options outstanding shall
terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date and (y) the date that is ninety (90) days after the date of such Termination.
(2) In the event of a Participant’s Termination prior to the applicable Expiration Date by reason of such
Participant’s death or Disability, (i) all vesting with respect to such Participant’s Options outstanding shall cease, (ii) all of such Participant’s unvested Options outstanding shall terminate and be forfeited for no
consideration as of the date of such Termination, and (iii) all of such Participant’s vested Options outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date and
(y) the date that is twelve (12) months after the date of such Termination.
(3) In the event of
a Participant’s Termination prior to the applicable Expiration Date by the Service Recipient for Cause, all of such Participant’s Options outstanding (whether or not vested) shall immediately terminate and be forfeited for no
consideration as of the date of such Termination.
- 11 -
(g) Special Provisions Applicable to Incentive Stock Options .
(1) No Incentive Stock Option may be granted to any Eligible Person who, at the time the Option is granted,
owns directly, or indirectly within the meaning of Section 424(d) of the Code, stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any parent or subsidiary thereof, unless
such Incentive Stock Option (i) has an exercise price of at least one hundred ten percent (110%) of the Fair Market Value on the date of the grant of such Option and (ii) cannot be exercised more than five (5) years after the date it
is granted.
(2) To the extent that the aggregate Fair Market Value (determined as of the date of grant) of
Stock for which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all plans of the Company and its Affiliates) exceeds $100,000, such excess Incentive Stock Options shall be treated as
Nonqualified Stock Options.
(3) Each Participant who receives an Incentive Stock Option must agree to
notify the Company in writing immediately after the Participant makes a Disqualifying Disposition of any Stock acquired pursuant to the exercise of an Incentive Stock Option.
6. Restricted Stock.
(a) General . Restricted Stock may be granted to Eligible Persons in such form and having such terms and conditions as
the Committee shall deem appropriate. The provisions of separate Awards of Restricted Stock shall be set forth in separate Restricted Stock Agreements, which agreements need not be identical. Subject to the restrictions set forth in
Section 6(b) hereof, and except as otherwise set forth in the applicable Restricted Stock Agreement, the Participant shall generally have the rights and privileges of a stockholder as to such Restricted Stock, including the right to vote such
Restricted Stock. Unless otherwise set forth in a Participant’s Restricted Stock Agreement, cash dividends and stock dividends, if any, with respect to the Restricted Stock shall be withheld by the Company for the Participant’s account,
and shall be subject to forfeiture to the same degree as the shares of Restricted Stock to which such dividends relate. Except as otherwise determined by the Committee, no interest will accrue or be paid on the amount of any cash dividends withheld.
(b) Vesting and Restrictions on Transfer . Restricted Stock shall vest in such manner, on such date or dates, or
upon the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in a Restricted Stock Agreement; provided, however , that notwithstanding any such vesting dates, the Committee may in
its sole discretion accelerate the vesting of any Award of Restricted Stock at any time and for any reason. Unless otherwise specifically determined by the Committee, the vesting of an Award of Restricted Stock shall occur only while the Participant
is employed by or rendering services to the Service Recipient, and all vesting shall cease upon a Participant’s Termination for any reason. To the extent permitted by applicable law and unless otherwise determined by the Committee, vesting
shall be suspended during the period of any approved unpaid leave of absence by a Participant following which the Participant has a right to reinstatement and shall resume upon such Participant’s return to active employment. In addition to any
other restrictions set forth in a
- 12 -
Participant’s Restricted Stock Agreement, the Participant shall not be permitted to sell, transfer, pledge, or otherwise encumber the Restricted Stock prior to the time the Restricted Stock
has vested pursuant to the terms of the Restricted Stock Agreement.
(c) Termination of Employment or Service .
Except as provided by the Committee in a Restricted Stock Agreement, Participant Agreement or otherwise, in the event of a Participant’s Termination for any reason prior to the time that such Participant’s Restricted Stock has vested,
(1) all vesting with respect to such Participant’s Restricted Stock outstanding shall cease, and (2) as soon as practicable following such Termination, the Company shall repurchase from the Participant, and the Participant shall
sell, all of such Participant’s unvested shares of Restricted Stock at a purchase price equal to the lesser of (A) the original purchase price paid for the Restricted Stock (as adjusted for any subsequent changes in the outstanding Stock
or in the capital structure of the Company) less any dividends or other distributions or bonus received (or to be received) by the Participant (or any transferee) in respect of such Restricted Stock prior to the date of repurchase and
(B) the Fair Market Value of the Stock on the date of such repurchase; provided that, if the original purchase price paid for the Restricted Stock is equal to zero dollars ($0), such unvested shares of Restricted Stock shall be forfeited to the
Company by the Participant for no consideration as of the date of such Termination.
7. Restricted Stock Units.
(a) General . Restricted Stock Units may be granted to Eligible Persons in such form and having such terms and
conditions as the Committee shall deem appropriate. The provisions of separate Restricted Stock Units shall be set forth in separate RSU Agreements, which agreements need not be identical.
(b) Vesting . Restricted Stock Units shall vest in such manner, on such date or dates, or upon the achievement of
performance or other conditions, in each case as may be determined by the Committee and set forth in an RSU Agreement; provided , however , that notwithstanding any such vesting dates, the Committee may in its sole discretion accelerate
the vesting of any Restricted Stock Unit at any time and for any reason. Unless otherwise specifically determined by the Committee, the vesting of a Restricted Stock Unit shall occur only while the Participant is employed by or rendering services to
the Service Recipient, and all vesting shall cease upon a Participant’s Termination for any reason. To the extent permitted by applicable law and unless otherwise determined by the Committee, vesting shall be suspended during the period of any
approved unpaid leave of absence by a Participant following which the Participant has a right to reinstatement and shall resume upon such Participant’s return to active employment.
(c) Settlement . Restricted Stock Units shall be settled in Stock, cash, or property, as determined by the Committee, in
its sole discretion, on the date or dates determined by the Committee and set forth in an RSU Agreement. Unless otherwise set forth in a Participant’s RSU Agreement, a Participant shall not be entitled to dividends, if any, or dividend
equivalents with respect to Restricted Stock Units prior to settlement.
(d) Termination of Employment or Service .
Except as provided by the Committee in an RSU Agreement, Participant Agreement or otherwise, in the event of a Participant’s Termination for any reason prior to the time that such Participant’s Restricted Stock
- 13 -
Units have been settled, (1) all vesting with respect to such Participant’s Restricted Stock Units outstanding shall cease, (2) all of such Participant’s unvested Restricted
Stock Units outstanding shall be forfeited for no consideration as of the date of such Termination, and (3) any shares remaining undelivered with respect to vested Restricted Stock Units then held by such Participant shall be delivered on the
delivery date or dates specified in the RSU Agreement.
8. Stock Appreciation Rights.
(a) General . Stock Appreciation Rights may be granted to Eligible Persons in such form and having such terms and
conditions as the Committee shall deem appropriate. The provisions of separate Stock Appreciation Rights shall be set forth in separate SAR Agreements, which agreements need not be identical. No dividends or dividend equivalents shall be paid on
Stock Appreciation Rights.
(b) Term . The term of each Stock Appreciation Right shall be set by the Committee at
the time of grant; provided , however , that no Stock Appreciation Right granted hereunder shall be exercisable after, and each Stock Appreciation Right shall expire, ten (10) years from the date it was granted.
(c) Base Price . The base price per share of Stock for each Stock Appreciation Right shall be set by the Committee at
the time of grant and shall not be less than the Fair Market Value on the date of grant. Notwithstanding the foregoing, in the case of a Stock Appreciation Right that is a Substitute Award, the base price per share of Stock for such Stock
Appreciation Right may be less than the Fair Market Value on the date of grant; provided , that such base price is determined in a manner consistent with the provisions of Section 409A of the Code.
(d) Vesting . Stock Appreciation Rights shall vest and become exercisable in such manner, on such date or dates, or upon
the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in a SAR Agreement; provided , however , that notwithstanding any such vesting dates, the Committee may in its sole
discretion accelerate the vesting of any Stock Appreciation Right at any time and for any reason. Unless otherwise specifically determined by the Committee, the vesting of a Stock Appreciation Right shall occur only while the Participant is employed
by or rendering services to the Service Recipient, and all vesting shall cease upon a Participant’s Termination for any reason. To the extent permitted by applicable law and unless otherwise determined by the Committee, vesting shall be
suspended during the period of any approved unpaid leave of absence by a Participant following which the Participant has a right to reinstatement and shall resume upon such Participant’s return to active employment. If a Stock Appreciation
Right is exercisable in installments, such installments or portions thereof that become exercisable shall remain exercisable until the Stock Appreciation Right expires, is canceled or otherwise terminates.
(e) Payment upon Exercise . Payment upon exercise of a Stock Appreciation Right may be made in cash, Stock, or property
as specified in the SAR Agreement or determined by the Committee, in each case having a value in respect of each share of Stock underlying the portion of the Stock Appreciation Right so exercised, equal to the difference between the base price of
such Stock Appreciation Right and the Fair Market Value of one (1) share of Stock on the exercise date. For purposes of clarity, each share of Stock to be issued in settlement of a Stock
- 14 -
Appreciation Right is deemed to have a value equal to the Fair Market Value of one (1) share of Stock on the exercise date. In no event shall fractional shares be issuable upon the exercise
of a Stock Appreciation Right, and in the event that fractional shares would otherwise be issuable, the number of shares issuable will be rounded down to the next lower whole number of shares, and the Participant will be entitled to receive a cash
payment equal to the value of such fractional share.
(f) Termination of Employment or Service . Except as provided
by the Committee in a SAR Agreement, Participant Agreement or otherwise:
(1) In the event of a
Participant’s Termination prior to the applicable Expiration Date for any reason other than (i) by the Service Recipient for Cause, or (ii) by reason of the Participant’s death or Disability, (A) all vesting with respect
to such Participant’s Stock Appreciation Rights outstanding shall cease, (B) all of such Participant’s unvested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration as of the date of such
Termination, and (C) all of such Participant’s vested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date and (y) the date that is
ninety (90) days after the date of such Termination.
(2) In the event of a Participant’s
Termination prior to the applicable Expiration Date by reason of such Participant’s death or Disability, (i) all vesting with respect to such Participant’s Stock Appreciation Rights outstanding shall cease, (ii) all of such
Participant’s unvested Stock Appreciation Rights outstanding shall terminate and be forfeited for no consideration as of the date of such Termination, and (iii) all of such Participant’s vested Stock Appreciation Rights outstanding
shall terminate and be forfeited for no consideration on the earlier of (x) the applicable Expiration Date and (y) the date that is twelve (12) months after the date of such Termination. In the event of a Participant’s death,
such Participant’s Stock Appreciation Rights shall remain exercisable by the Person or Persons to whom such Participant’s rights under the Stock Appreciation Rights pass by will or by the applicable laws of descent and distribution until
the applicable Expiration Date, but only to the extent that the Stock Appreciation Rights were vested at the time of such Termination.
(3) In the event of a Participant’s Termination prior to the applicable Expiration Date by the Service
Recipient for Cause, all of such Participant’s Stock Appreciation Rights outstanding (whether or not vested) shall immediately terminate and be forfeited for no consideration as of the date of such Termination.
9. Other Stock-Based Awards.
The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may
be denominated or payable in, valued in whole or in part by reference to, or otherwise based upon or related to Stock, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee may also grant Stock as a bonus (whether
or not subject to any vesting requirements or other restrictions on transfer), and may grant other Awards in lieu of obligations of the Company or an Affiliate to pay cash or deliver other property under the Plan or under other plans or compensatory
arrangements, subject to such terms
- 15 -
as shall be determined by the Committee. The terms and conditions applicable to such Awards shall be determined by the Committee and evidenced by Award Agreements, which agreements need not be
identical.
10. Adjustment for Recapitalization, Merger, etc.
(a) Capitalization Adjustments . The aggregate number of shares of Stock that may be delivered in connection with Awards
(as set forth in Section 4 hereof), the numerical share limits in Section 4(a) hereof, the number of shares of Stock covered by each outstanding Award, the price per share of Stock underlying each such Award and, if applicable, the
performance criteria that must be achieved before such Award shall become earned shall be equitably and proportionally adjusted or substituted, as determined by the Committee, in its sole discretion, as to the number, price, or kind of a share of
Stock or other consideration subject to such Awards (1) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock dividends, extraordinary cash dividends, stock splits, reverse stock splits,
recapitalizations, reorganizations, mergers, amalgamations, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the date of grant of any such Award (including any Corporate Event); (2) in
connection with any extraordinary dividend declared and paid in respect of shares of Stock, whether payable in the form of cash, stock, or any other form of consideration; or (3) in the event of any change in applicable laws or circumstances
that results in or could result in, in either case, as determined by the Committee in its sole discretion, any substantial dilution or enlargement of the rights intended to be granted to, or available for, Participants in the Plan.
(b) Corporate Events . Notwithstanding the foregoing, except as provided by the Committee in an Award Agreement,
Participant Agreement or otherwise, in connection with (i) a merger, amalgamation, or consolidation involving the Company in which the Company is not the surviving corporation, (ii) a merger, amalgamation, or consolidation involving the
Company in which the Company is the surviving corporation but the holders of shares of Stock receive securities of another corporation or other property or cash, (iii) a Change in Control, or (iv) the reorganization, dissolution or
liquidation of the Company (each, a “ Corporate Event ”), the Committee may provide for any one or more of the following:
(1) The assumption or substitution of any or all Awards in connection with such Corporate Event, in which case
the Awards shall be subject to the adjustment set forth in Section 10(a) above, and to the extent that such Awards vest subject to the achievement of performance criteria, unless otherwise set forth in an Award Agreement, such performance
criteria shall be deemed earned at target level (or, if no target is specified, at the maximum level) and will be converted into solely service-based vesting awards that will vest during the performance period, if any, during which the original
performance criteria would have been measured;
(2) The acceleration of vesting of any or all Awards not
assumed or substituted in connection with such Corporate Event, subject to the consummation of such Corporate Event; provided, that, to the extent that such Awards vest subject to the achievement of performance criteria, unless otherwise set forth
in an Award Agreement,
- 16 -
such performance criteria shall be deemed earned at target level (or, if no target is specified, at the maximum level);
(3) The cancellation of any or all Awards not assumed or substituted in connection with such Corporate Event
(whether vested or unvested) as of the consummation of such Corporate Event, together with the payment to the Participants holding vested Awards (including any Awards that would vest upon the Corporate Event but for such cancellation) so canceled of
an amount based upon the per-share consideration being paid for the Stock in connection with such Corporate Event, less, in the case of Options, Stock Appreciation Rights, and other Awards subject to exercise,
the applicable exercise or base price; provided, however , that holders of Options, Stock Appreciation Rights, and other Awards subject to exercise shall be entitled to consideration in respect of cancellation of such Awards only if the per-share consideration less the applicable exercise or base price is greater than zero dollars ($0), and to the extent that the per-share consideration is less than or equal
to the applicable exercise or base price, such Awards shall be canceled for no consideration;
(4) The
cancellation of any or all Options, Stock Appreciation Rights and other Awards subject to exercise not assumed or substituted in connection with such Corporate Event (whether vested or unvested) as of the consummation of such Corporate Event;
provided that all Options, Stock Appreciation Rights and other Awards to be so canceled pursuant to this paragraph (4) shall first become exercisable for a period of at least ten (10) days prior to such Corporate Event, with any
exercise during such period of any unvested Options, Stock Appreciation Rights or other Awards to be (A) contingent upon and subject to the occurrence of the Corporate Event, and (B) effectuated by such means as are approved by the
Committee; and
(5) The replacement of any or all Awards (other than Awards that are intended to qualify as
“stock rights” that do not provide for a “deferral of compensation” within the meaning of Section 409A of the Code) with a cash incentive program that preserves the value of the Awards so replaced (determined as of the
consummation of the Corporate Event), with subsequent payment of cash incentives subject to the same vesting conditions as applicable to the Awards so replaced and payment to be made within thirty (30) days of the applicable vesting date.
Payments to holders pursuant to paragraph (3) above shall be made in cash or, in the sole discretion of the Committee, and to the extent
applicable, in the form of such other consideration necessary for a Participant to receive property, cash, or securities (or a combination thereof) as such Participant would have been entitled to receive upon the occurrence of the transaction if the
Participant had been, immediately prior to such transaction, the holder of the number of shares of Stock covered by the Award at such time (less any applicable exercise or base price). In addition, in connection with any Corporate Event, prior to
any payment or adjustment contemplated under this Section 10(b), the Committee may require a Participant to (A) represent and warrant as to the unencumbered title to his or her Awards, (B) bear such Participant’s pro-rata share of any post-closing indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders
of Stock, and (C) deliver customary transfer documentation as reasonably determined by the Committee.
- 17 -
The Committee need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants. The Committee may take different actions with respect to
the vested and unvested portions of an Award.
(c) Fractional Shares . Any adjustment provided under this
Section 10 may, in the Committee’s discretion, provide for the elimination of any fractional share that might otherwise become subject to an Award. No cash settlements shall be made with respect to fractional shares so eliminated.
(d) Double-Trigger Vesting . Unless otherwise provided for in an Award Agreement, Participant Agreement or other
similar agreement, any Award (including any Award that has been assumed, substituted or replaced in accordance with Section 10(b)) held by a Participant who experiences an involuntary Termination as a result of a Change in Control shall
immediately vest as of the later of the date of such Termination or the effective date of the applicable Change in Control, subject to the Participant’s execution, delivery to the Company, and
non-revocation of the general release of claims against the Company or any of its Affiliates and its current and former employees, officers, directors and affiliates (and the expiration of any revocation
period contained in such release of claims) in a form reasonably satisfactory to the Company within sixty (60) days following the date of Participant’s Termination. For purposes of this Section 10(d), a Participant will be
deemed to experience an involuntary Termination as a result of a Change in Control if the Participant experiences a Termination by the Service Recipient other than for Cause (including the Participant’s resignation for “good
reason” (or similar term) as defined in the applicable Award Agreement, Participant Agreement, or in a written change in control, retention, severance or similar agreement between the Company and a Participant, or in a change in control,
retention, severance or similar plan maintained by the Company in which the Participant participates), is terminated under circumstances which entitle the Participant to mandatory severance payment(s) pursuant to applicable law or, in the case of a non-employee director of the Company, if the non-employee director’s service on the Board terminates in connection with or as a result of a Change in Control, in each
case, at any time beginning on the date that is three (3) months prior to the effective date of the Change in Control up to and including the two (2) year anniversary of the effective date of the Change in Control. If a Participant
undergoes an involuntary Termination initiated by the Service Recipient other than for Cause and no Change in Control has occurred within the two (2) year period immediately preceding such Termination, notwithstanding anything in this
Plan to the contrary, subject to the Participant’s continued compliance with any confidentiality, non-compete, non-solicit, invention assignment, or similar
agreement or arrangement to which Participant is a party with any of the Company or any of its Affiliates, any then-unvested Awards held by the Participant under the Plan shall not expire, terminate, or be forfeited or cancelled, solely by reason of
the Termination, until three (3) months have passed from the Participant’s involuntary Termination without a Change in Control occurring.
(e) Awards Not Assumed . Notwithstanding anything herein to the contrary, except as provided by the Committee in
an Award Agreement, Participant Agreement or other similar agreement, in connection with a Change in Control, in the event that the successor or surviving company in the Change in Control does not agree to assume, substitute for, or otherwise
replace an outstanding Award (or in the event that the Company is the ultimate parent corporation in the Change in Control and does not agree to continue the Award) on substantially similar vesting
- 18 -
terms with substantially equivalent economic benefits (which benefits shall include, for the avoidance of doubt, the liquidity of the securities underlying the assumed or substituted award
following the Change in Control unless the Awards are replaced with a cash incentive program that preserves the value of the Awards so replaced as of the consummation of the Change in Control) as exist for such Award immediately prior to the Change
in Control, as determined in the sole discretion of the Committee, then such Award shall, immediately prior to the consummation of the Change in Control, automatically become fully vested, exercisable, issuable and
non-forfeitable (after giving effect to the performance vesting as described in Section 10(b)(1) above). If an Award becomes exercisable pursuant to this Section 10(d) the Committee shall notify the
Participant that the Award shall be fully exercisable contingent upon the consummation of the Change in Control and will be cancelled in accordance with Section 10(b)(3) upon the consummation of the Change in Control for a payment, if any, as
may be payable in accordance with Section 10(b)(3).
11. Use of Proceeds.
The proceeds received from the sale of Stock pursuant to the Plan shall be used for general corporate purposes.
12. Rights and Privileges as a Stockholder .
Except as otherwise specifically provided in the Plan, no Person shall be entitled to the rights and privileges of Stock
ownership in respect of shares of Stock that are subject to Awards hereunder until such shares have been issued to that Person.
13. Transferability of Awards.
Awards may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the
applicable laws of descent and distribution, and to the extent subject to exercise, Awards may not be exercised during the lifetime of the grantee other than by the grantee. Notwithstanding the foregoing, except with respect to Incentive Stock
Options, Awards and a Participant’s rights under the Plan shall be transferable for no value to the extent provided in an Award Agreement or otherwise determined at any time by the Committee.
14. Employment or Service Rights.
No individual shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an
Award, to be selected for the grant of any other Award. Neither the Plan nor any action taken hereunder shall be construed as giving any individual any right to be retained in the employ or service of the Company or an Affiliate of the Company.
15. Compliance with Laws.
The obligation of the Company to deliver Stock upon issuance, vesting, exercise, or settlement of any Award shall be subject
to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to
sell, and shall be prohibited from offering to sell or selling, any shares of Stock pursuant to
- 19 -
an Award unless such shares have been properly registered for sale with the U.S. Securities and Exchange Commission pursuant to the Securities Act (or with a similar non-U.S. regulatory agency pursuant to a similar law or regulation) or unless the Company has received an opinion of counsel, satisfactory to the Company, that such shares may be offered or sold without such
registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale or resale under the Securities Act any of the
shares of Stock to be offered or sold under the Plan or any shares of Stock to be issued upon exercise or settlement of Awards. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from
registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.
16. Withholding Obligations.
As a condition to the issuance, vesting, exercise, or settlement of any Award (or upon the making of an election under
Section 83(b) of the Code), the Committee may require that a Participant satisfy, through deduction or withholding from any payment of any kind otherwise due to the Participant, or through such other arrangements as are satisfactory to the
Committee, the amount of all federal, state, and local income and other taxes of any kind required or permitted to be withheld in connection with such issuance, vesting, exercise, or settlement (or election). The Committee, in its discretion, may
permit shares of Stock to be used to satisfy tax withholding requirements, and such shares shall be valued at their Fair Market Value as of the issuance, vesting, exercise, or settlement date of the Award, as applicable. Depending on the withholding
method, the Company may withhold by considering the applicable minimum statutorily required withholding rates or other applicable withholding rates in the applicable Participant’s jurisdiction, including maximum applicable rates that may be
utilized without creating adverse accounting treatment under Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto) and is permitted under applicable withholding rules promulgated by
the Internal Revenue Service or another applicable governmental entity.
17. Amendment of the Plan or
Awards .
(a) Amendment of Plan . The Board or the Committee may amend the Plan at any time and from time
to time.
(b) Amendment of Awards . The Board or the Committee may amend the terms of any one or more Awards at any
time and from time to time.
(c) Stockholder Approval; No Material Impairment . Notwithstanding anything herein to
the contrary, no amendment to the Plan or any Award shall be effective without stockholder approval to the extent that such approval is required pursuant to applicable law or the applicable rules of each national securities exchange on which the
Stock is listed. Additionally, no amendment to the Plan or any Award shall materially impair a Participant’s rights under any Award unless the Participant consents in writing (it being understood that no action taken by the Board or the
Committee that is expressly permitted under the Plan, including, without limitation, any actions described in Section 10 hereof, shall constitute an amendment to the Plan or an Award
- 20 -
for such purpose). Notwithstanding the foregoing, subject to the limitations of applicable law, if any, and without an affected Participant’s consent, the Board or the Committee may amend
the terms of the Plan or any one or more Awards from time to time as necessary to bring such Awards into compliance with applicable law, including, without limitation, Section 409A of the Code.
(d) No Repricing of Awards Without Stockholder Approval . Notwithstanding Sections 17(a) or 17(b) above, or any
other provision of the Plan, the repricing of Awards shall not be permitted without stockholder approval. For this purpose, a “ repricing ” means any of the following (or any other action that has the same effect as any of the
following): (1) changing the terms of an Award to lower its exercise or base price (other than on account of capital adjustments resulting from share splits, etc., as described in Section 10(a) hereof), (2) any other action that is
treated as a repricing under GAAP, and (3) repurchasing for cash or canceling an Award in exchange for another Award at a time when its exercise or base price is greater than the Fair Market Value of the underlying Stock, unless the
cancellation and exchange occurs in connection with an event set forth in Section 10(b) hereof.
18. Termination
or Suspension of the Plan.
The Board or the Committee may suspend or terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate on the day before the tenth (10 th ) anniversary of the date the stockholders of the Company approve the Plan. No Awards may be granted under the Plan while the
Plan is suspended or after it is terminated; provided, however , that following any suspension or termination of the Plan, the Plan shall remain in effect for the purpose of governing all Awards then outstanding hereunder until such
time as all Awards under the Plan have been terminated, forfeited, or otherwise canceled, or earned, exercised, settled, or otherwise paid out, in accordance with their terms.
19. Effective Date of the Plan.
The Plan is effective as of the Effective Date, subject to stockholder approval.
20. Miscellaneous.
(a) Treatment of Dividends and Dividend Equivalents on Unvested Awards . Notwithstanding any other provision of the Plan
to the contrary, with respect to any Award that provides for or includes a right to dividends or dividend equivalents, if dividends are declared during the period that an equity Award is outstanding, such dividends (or dividend equivalents) shall
either (i) not be paid or credited with respect to such Award or (ii) be accumulated but remain subject to vesting requirement(s) to the same extent as the applicable Award and shall only be paid at the time or times such vesting
requirement(s) are satisfied. Except as otherwise determined by the Committee, no interest will accrue or be paid on the amount of any cash dividends withheld. No dividends or dividend equivalents shall be paid on Options or Stock Appreciation
Rights.
(b) Certificates . Stock acquired pursuant to Awards granted under the Plan may be evidenced in such a
manner as the Committee shall determine. If certificates representing Stock are registered in the name of the Participant, the Committee may require that (1) such certificates bear an appropriate legend referring to the terms, conditions, and
restrictions applicable to such Stock, (2) the Company retain physical possession of the certificates, and (3) the Participant
- 21 -
deliver a stock power to the Company, endorsed in blank, relating to the Stock. Notwithstanding the foregoing, the Committee may determine, in its sole discretion, that the Stock shall be held in
book-entry form rather than delivered to the Participant pending the release of any applicable restrictions.
(c) Other
Benefits . No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefits under any other benefit plan now or
subsequently in effect under which the availability or amount of benefits is related to the level of compensation.
(d)
Corporate Action Constituting Grant of Awards . Corporate action constituting a grant by the Company of an Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Committee,
regardless of when the instrument, certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate records ( e . g ., Committee consents,
resolutions or minutes) documenting the corporate action constituting the grant contain terms ( e .g., exercise price, vesting schedule or number of shares of Stock) that are inconsistent with those in the Award Agreement as a result of a
clerical error in connection with the preparation of the Award Agreement, the corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement.
(e) Clawback/Recoupment Policy . Notwithstanding anything contained herein to the contrary, all Awards granted under the
Plan shall be and remain subject to any incentive compensation clawback or recoupment policy currently in effect or as may be adopted by the Board (or a committee or subcommittee of the Board) and, in each case, as may be amended from time to time.
No such policy adoption or amendment shall in any event require the prior consent of any Participant. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or
“constructive termination” (or similar term) under any agreement with the Company or any of its Affiliates. In the event that an Award is subject to more than one such policy, the policy with the most restrictive clawback or recoupment
provisions shall govern such Award, subject to applicable law.
(f) Non -Exempt Employees . If an Option is
granted to an employee of the Company or any of its Affiliates in the United States who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, the Option will not be first
exercisable for any shares of Stock until at least six (6) months following the date of grant of the Option (although the Option may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity Act, (1) if
such employee dies or suffers a Disability, (2) upon a Corporate Event in which such Option is not assumed, continued, or substituted, (3) upon a Change in Control, or (4) upon the Participant’s retirement (as such term may be
defined in the applicable Award Agreement or a Participant Agreement, or, if no such definition exists, in accordance with the Company’s then current employment policies and guidelines), the vested portion of any Options held by such employee
may be exercised earlier than six (6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise
or vesting of an Option will be exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a
non-exempt employee in
- 22 -
connection with the exercise, vesting or issuance of any shares under any other Award will be exempt from such employee’s regular rate of pay, the provisions of this Section 20(f) will
apply to all Awards.
(g) Data Privacy . As a condition of receipt of any Award, each Participant explicitly and
unambiguously consents to the collection, use, and transfer, in electronic or other form, of personal data as described in this Section 20(f) by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing,
administering, and managing the Plan and Awards and the Participant’s participation in the Plan. In furtherance of such implementation, administration, and management, the Company and its Affiliates may hold certain personal information about
a Participant, including, but not limited to, the Participant’s name, home address, telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title(s), information regarding
any securities of the Company or any of its Affiliates, and details of all Awards (the “ Data ”). In addition to transferring the Data amongst themselves as necessary for the purpose of implementation, administration, and
management of the Plan and Awards and the Participant’s participation in the Plan, the Company and its Affiliates may each transfer the Data to any third parties assisting the Company in the implementation, administration, and management of
the Plan and Awards and the Participant’s participation in the Plan. Recipients of the Data may be located in the Participant’s country or elsewhere, and the Participant’s country and any given recipient’s country may have
different data privacy laws and protections. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain, and transfer the Data, in electronic or other form, for the purposes of assisting the Company in the
implementation, administration, and management of the Plan and Awards and the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Company or
the Participant may elect to deposit any shares of Stock. The Data related to a Participant will be held only as long as is necessary to implement, administer, and manage the Plan and Awards and the Participant’s participation in the Plan. A
Participant may, at any time, view the Data held by the Company with respect to such Participant, request additional information about the storage and processing of the Data with respect to such Participant, recommend any necessary corrections to
the Data with respect to the Participant, or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Company may cancel the Participant’s eligibility to
participate in the Plan, and in the Committee’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents described herein. For more information on the consequences of refusal to
consent or withdrawal of consent, Participants may contact their local human resources representative.
(h)
Participants Outside of the United States . The Committee may modify the terms of any Award under the Plan made to or held by a Participant who is then a resident, or is primarily employed or providing services, outside of the United States in
any manner deemed by the Committee to be necessary or appropriate in order that such Award shall conform to laws, regulations, and customs of the country in which the Participant is then a resident or primarily employed or providing services, or so
that the value and other benefits of the Award to the Participant, as affected by non–U.S. tax laws and other restrictions applicable as a result of the Participant’s residence, employment, or providing services abroad, shall be
comparable to the value of such Award to a Participant who is a resident, or is primarily employed or providing services, in the United States. An Award may be modified under this Section 20(h) in a manner
- 23 -
that is inconsistent with the express terms of the Plan, so long as such modifications will not contravene any applicable law or regulation or result in actual liability under Section 16(b)
of the Exchange Act for the Participant whose Award is modified. Additionally, the Committee may adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by
Eligible Persons who are non–U.S. nationals or are primarily employed or providing services outside the United States.
(i) Change in Time Commitment . In the event a Participant’s regular level of time commitment in the performance
of his or her services for the Company or any of its Affiliates is reduced (for example, and without limitation, if the Participant is an employee of the Company and the employee has a change in status from a full-time employee to a part-time
employee) after the date of grant of any Award to the Participant, the Committee has the right in its sole discretion to (i) make a corresponding reduction in the number of shares of Stock subject to any portion of such Award that is scheduled
to vest or become payable after the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the
Participant will have no right with respect to any portion of the Award that is so reduced or extended.
(j) No
Liability of Committee Members . Neither any member of the Committee nor any of the Committee’s permitted delegates shall be liable personally by reason of any contract or other instrument executed by such member or on his or her behalf in
his or her capacity as a member of the Committee or for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer, or director of the Company to whom
any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against all costs and expenses (including counsel fees) and liabilities (including sums paid in settlement of a claim) arising out of any
act or omission to act in connection with the Plan, unless arising out of such Person’s own fraud or willful misconduct; provided, however , that approval of the Board shall be required for the payment of any amount in settlement of a
claim against any such Person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such Persons may be entitled under the Company’s certificate or articles of incorporation or by-laws, each as may be amended from time to time, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
(k) Payments Following Accidents or Illness . If the Committee shall find that any Person to whom any amount is payable
under the Plan is unable to care for his or her affairs because of illness or accident, or is a minor, or has died, then any payment due to such Person or his or her estate (unless a prior claim therefor has been made by a duly appointed legal
representative) may, if the Committee so directs the Company, be paid to his or her spouse, child, relative, an institution maintaining or having custody of such Person, or any other Person deemed by the Committee to be a proper recipient on behalf
of such Person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.
(l) Governing Law . The Plan shall be governed by and construed in accordance with the laws of State of Delaware without
reference to the principles of conflicts of laws thereof.
- 24 -
(m) Electronic Delivery . Any reference herein to a
“written” agreement or document or “writing” will include any agreement or document delivered electronically or posted on the Company’s intranet (or other shared electronic medium controlled or authorized by the Company
to which the Participant has access) to the extent permitted by applicable law.
(n) Arbitration . All disputes and
claims of any nature that a Participant (or such Participant’s transferee or estate) may have against the Company arising out of or in any way related to the Plan or any Award Agreement shall be submitted to and resolved exclusively by binding
arbitration conducted in Tampa, Florida (or such other location as the parties thereto may agree) in accordance with the applicable rules of the American Arbitration Association then in effect, and the arbitration shall be heard and determined by a
panel of three arbitrators in accordance with such rules (except that in the event of any inconsistency between such rules and this Section 20(n), the provisions of this Section 20(n) shall control). The arbitration panel may not modify
the arbitration rules specified above without the prior written approval of all parties to the arbitration. Within ten business days after the receipt of a written demand, each party shall designate one arbitrator, each of whom shall have experience
involving complex business or legal matters, but shall not have any prior, existing or potential material business relationship with any party to the arbitration. The two arbitrators so designated shall select a third arbitrator, who shall preside
over the arbitration, shall be similarly qualified as the two arbitrators and shall have no prior, existing or potential material business relationship with any party to the arbitration; provided that if the two arbitrators are unable to
agree upon the selection of such third arbitrator, such third arbitrator shall be designated in accordance with the arbitration rules referred to above. The arbitrators will decide the dispute by majority decision, and the decision shall be rendered
in writing and shall bear the signatures of the arbitrators and the party or parties who shall be charged therewith, or the allocation of the expenses among the parties in the discretion of the panel. The arbitration decision shall be rendered as
soon as possible, but in any event not later than 120 days after the constitution of the arbitration panel. The arbitration decision shall be final and binding upon all parties to the arbitration. The parties hereto agree that judgment upon any
award rendered by the arbitration panel may be entered in the United States District Court for the Middle District of Florida or any court sitting in Tampa, Florida. To the maximum extent permitted by law, the parties hereby irrevocably waive any
right of appeal from any judgment rendered upon any such arbitration award in any such court. Notwithstanding the foregoing, any party may seek injunctive relief in any such court.
(o) Statute of Limitations . A Participant or any other person filing a claim for benefits under the Plan must file the
claim within one (1) year of the date the Participant or other person knew or should have known of the facts giving rise to the claim. This one-year statute of limitations will apply in any forum where a
Participant or any other person may file a claim and, unless the Company waives the time limits set forth above in its sole discretion, any claim not brought within the time periods specified shall be waived and forever barred.
(p) Funding . No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under
the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company be required to maintain separate bank accounts, books, records, or other evidence
of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the
- 25 -
Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees and service
providers under general law.
(q) Reliance on Reports . Each member of the Committee and each member of the Board
shall be fully justified in relying, acting, or failing to act, and shall not be liable for having so relied, acted, or failed to act in good faith, upon any report made by the independent public accountant of the Company and its Affiliates and upon
any other information furnished in connection with the Plan by any Person or Persons other than such member.
(r)
Titles and Headings . The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.
* * *
A DOPTED BY THE B OARD OF D IRECTORS :
M AY 26, 2026
A PPROVED BY THE S TOCKHOLDERS :
M AY 26, 2026
T ERMINATION D ATE : M AY 26, 2036
- 26 -
### EX-10.11 - EX-10.11
EX-10.11
7
d73198dex1011.htm
EX-10.11
EX-10.11
Exhibit 10.11
RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENT
Safepoint Holdings, Inc. (the “ Company ”), pursuant to its 2026 Stock Incentive Plan (as may be amended,
restated and/or otherwise modified from time to time, the “ Plan ”), hereby grants to Holder the number of Restricted Stock Units set forth below, each Restricted Stock Unit being a notional unit representing the right to receive
one share of Stock, subject to adjustment as provided in the Plan (the “ Restricted Stock Units ”). The Restricted Stock Units are subject to all of the terms and conditions set forth in this Restricted Stock Unit Grant Notice and
Agreement (this “ Award Agreement ”), as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflict with any
provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
|
|
|
Holder :
|
|
[]
|
|
|
Date of Grant :
|
|
[], 20[]
|
|
|
Vesting Commencement Date :
|
|
[], 20[]
|
|
|
Number of Restricted Stock Units:
|
|
[]
|
|
|
Vesting Schedule:
|
|
[]
|
|
|
Settlement:
|
|
Upon vesting of a Restricted Stock Unit, the Company shall settle each Restricted Stock Unit by delivering to Holder one
share of Stock for each Restricted Stock Unit that vested as soon as practicable (but not more than thirty (30) days) following the applicable vesting date (the “ Original Issuance Date ”). The shares of Stock issued in respect
of the Restricted Stock Units may be evidenced in such manner as the Committee shall determine.
|
|
|
|
|
|
Notwithstanding the foregoing, if the Original Issuance Date does not occur (i) during an “open window
period” applicable to Holder, (ii) on a date when Holder is permitted to sell shares of Stock pursuant to a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act, as
determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities (the “ Policy ”), or (iii) on a date when Holder is otherwise permitted to sell shares of Stock on an
established stock exchange or stock market, then such shares will not be delivered on such Original Issuance Date and will instead be delivered on the first business day of the next occurring “open window” period applicable to Holder
pursuant to such Policy (regardless of whether Holder has experienced a Termination at such time) or the next business day when Holder is not prohibited from selling shares of Stock on the open market, but in no event later than the later of
(x) December 31st of the calendar year in which the Original Issuance Date occurs (that is, the last day of Holder’s taxable year in which the Original Issuance Date occurs), or (y) to the extent permitted by Treasury Regulations Section 1.409A-1(b)(4) without penalty, the fifteenth (15th) day of the third calendar month of the calendar year following the calendar year in which the Original Issuance Date occurs.
|
|
|
Termination:
|
|
Section 7(d) of the Plan regarding treatment of Restricted Stock Units upon Termination is incorporated herein by
reference and made a part hereof. In the event of Holder’s Termination for any reason, all unvested Restricted Stock Units shall be cancelled and forfeited as of the date of such Termination for no consideration.
|
|
|
General Unsecured Creditor:
|
|
Holder shall have only the rights of a general unsecured creditor of the Company until shares of Stock are issued in
respect of the Restricted Stock Units.
|
|
|
Transfer Restrictions:
|
|
Holder shall not be permitted to sell, transfer, pledge, or otherwise encumber the Restricted Stock Units before they vest
and are settled, and any attempt to sell, transfer, pledge, or otherwise encumber the Restricted Stock Units in violation of the foregoing shall be null and void.
|
|
|
No Rights as a Stockholder:
|
|
Neither the Restricted Stock Units nor this Award Agreement shall entitle Holder to any voting rights or other rights as a
stockholder of the Company unless and until the shares of Stock in respect of the Restricted Stock Units have been issued in settlement thereof. Without limiting the generality of the foregoing, no dividends (whether in cash or shares of Stock) or
dividend equivalents shall accrue or be paid with respect to any Restricted Stock Units.
|
- 2 -
|
|
|
Restrictive Covenant Agreement: |
|
As a condition of the grant of Restricted Stock Units hereunder, Holder acknowledges and reaffirms his, her or its
obligations and restrictions set forth in any confidentiality, non-compete, non-solicit, invention assignment, or similar agreement or arrangement to which Holder is a
party with any of the Company or any of its Affiliates (the “ Restrictive Covenants ”). Holder acknowledges and agrees that this Award Agreement and the Restrictive Covenants will be considered separate contracts, and the
Restrictive Covenants will survive the termination of this Award Agreement for any reason.
|
|
|
Clawback Policy; Share Ownership Guidelines: |
|
Notwithstanding any provision of this Award Agreement to the contrary, any Restricted Stock Units granted to Holder
hereunder, together with any compensation paid or shares issued in respect of the Restricted Stock Units, shall be subject to (i) any share ownership guidelines to which the Holder may be subject, and (ii) Section 20(e) of the Plan and, to
the extent applicable to Holder, all of the terms and conditions set forth in the Safepoint Holdings, Inc. Policy for the Recovery of Erroneously Awarded Compensation or any other clawback policy implemented by the Company, as in effect from time to
time, including, without limitation, any clawback policy adopted to comply with applicable law.
|
|
|
Additional Recovery Right:
|
|
Furthermore, the Company reserves the right to determine that Holder shall forfeit any unvested portion of the Restricted
Stock Units or recover any portion of the shares underlying the Restricted Stock Units already released to Holder, to the extent permitted by applicable laws, in the event that Holder engages in conduct that is detrimental to the Company or any of
its Affiliates, which includes: (i) Holder’s engagement in conduct that constitutes Cause for Holder’s Termination; (ii) Holder’s engagement in fraudulent, intentional, willful, or grossly negligent misconduct, whether by
commission or omission; or (iii) Holder’s post-Termination conduct breaches any obligations owed to the Company or any of its Affiliates (including, but not limited to, misappropriation of trade secrets,
non-disparagement, confidentiality, non-competition or non-solicitation). The Company’s right to determine whether Holder
shall forfeit any unvested portion of the Restricted Stock Units or to recover any portion of the shares underlying the Restricted Stock Units already released to Holder shall not extend to conduct that occurred
before
|
- 3 -
|
|
|
|
|
the three (3) year period preceding the date on which the Company determines that such event has
occurred.
|
|
|
Responsibility for Taxes:
|
|
Holder acknowledges that, regardless of any action taken by the Company or, if different, the Service Recipient, the
ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Holder’s participation in the Plan and legally
applicable to Holder (“ Tax-Related Items ”) is and remains Holder’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Service Recipient. Holder
further acknowledges that the Company and the Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted
Stock Units; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Holder’s liability for
Tax-Related Items or achieve any particular tax result. Further, if Holder is subject to Tax-Related Items in more than one jurisdiction, Holder acknowledges that the
Company and/or the Service Recipient may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
|
|
|
|
In connection with any relevant taxable or tax withholding event, as applicable, Holder agrees to make adequate
arrangements satisfactory to the Company and/or the Service Recipient to satisfy all withholding obligations of the Company and/or the Service Recipient with respect to Tax-Related Items. In this regard,
Holder authorizes the Company and/or the Service Recipient to: (a) withhold from Holder’s wages or other cash compensation payable to Holder by the Company, the Service Recipient or any Affiliate of the Company, (b) withhold from
proceeds of the sale of shares of Stock acquired upon vesting of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company, (c) requiring Holder to tender a cash payment to the Company or an
Affiliate of the Company in the amount of the Tax-Related Items, (d) withholding shares of Stock otherwise deliverable to Holder, and/or (e) any other method of withholding determined by the Company
to be permitted under the Plan and, to the extent required by applicable law or under the Plan, approved by the Committee.
|
|
|
|
|
The Company may withhold or account for Tax-Related Items by considering statutory
or other applicable withholding rates, including maximum rates applicable in Holder’s jurisdiction. In the event of over-withholding, Holder may receive a refund of any
|
- 4 -
|
|
|
|
|
over-withheld amount in cash (with no entitlement to the equivalent in shares of Stock) or, if not refunded, Holder may
seek a refund from the local tax authorities. In the event of under-withholding, Holder may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or
the Service Recipient. If the obligations for Tax-Related Items are satisfied by withholding shares of Stock, for tax purposes, Holder will be deemed to have been issued the full number of shares of Stock
subject to the vested Restricted Stock Units, notwithstanding that a number of the shares of Stock is held back solely for the purpose of satisfying the withholding obligations for Tax-Related
Items.
|
|
|
|
|
The Company shall not be obligated to deliver any shares of Stock to Holder unless and until Holder shall have paid or
otherwise satisfied in full the amount of any withholding obligation for Tax-Related Items resulting from the Restricted Stock Units or the shares of Stock subject to the Restricted Stock Units.
|
|
|
Nature of Grant:
|
|
By accepting the Restricted Stock Units, Holder acknowledges, understands and agrees that:
|
|
|
|
|
(a) the Plan is established voluntarily by the Company, is
wholly discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
|
|
|
|
(b) the Plan is operated and the Restricted Stock Units are
granted solely by the Company and only the Company is a party to this Award Agreement; accordingly, any rights Holder may have under this Award Agreement may be raised only against the Company but not any of its Affiliates (including, but not
limited to, the Service Recipient);
|
|
|
|
|
(c) no Affiliate of the Company (including, but not limited
to, the Service Recipient) has any obligation to make any payment of any kind to Holder under this Award Agreement;
|
|
|
|
|
(d) the grant of the Restricted Stock Units is exceptional,
voluntary and occasional and does not create any contractual or other right to receive future grants of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been awarded in the
past;
|
- 5 -
|
|
|
|
|
(e) all decisions with respect to future grants of restricted
stock units or other grants, if any, will be at the sole discretion of the Company;
|
|
|
|
|
(f) This Award Agreement does not confer upon Holder any right
to continue as an employee or service provider of the Service Recipient or any other Affiliate of the Company;
|
|
|
|
|
(g) the Restricted Stock Units and Holder’s
participation in the Plan shall not be interpreted as forming or amending an employment or service contract with the Company or the Service Recipient, and shall not interfere with the ability of the Company, the Service Recipient or any Affiliate of
the Company, as applicable, to terminate Holder’s employment or service;
|
|
|
|
|
(h) Holder is voluntarily participating in the
Plan;
|
|
|
|
|
(i) the Restricted Stock Units and any shares of Stock acquired under the
Plan, and the income from and value of the same, are not intended to replace any pension rights or compensation;
|
|
|
|
|
(j) the Restricted Stock Units and any shares of Stock acquired under the
Plan, and the income from and value of the same, are not part of normal or expected compensation for any purposes, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments;
|
|
|
|
|
(k) the future value of the shares of Stock underlying the
Restricted Stock Units is unknown, indeterminable, and cannot be predicted with certainty;
|
|
|
|
|
(l) no claim or entitlement to compensation or damages shall arise from
forfeiture of any portion of the Restricted Stock Units resulting from Holder’s Termination (for any reason whatsoever and regardless of whether or not later found to be invalid or in breach of applicable law in the jurisdiction where Holder
is providing service or the terms of Holder’s employment or other service agreement, if any) and/or the application of the Safepoint Holdings, Inc. Policy for the Recovery of Erroneously Awarded Compensation or any other recoupment, recovery,
or clawback policy otherwise required by applicable law; and
|
- 6 -
|
|
|
|
|
(m) unless otherwise agreed with the Company in writing, the Restricted
Stock Units and the shares of Stock subject to the Restricted Stock Units, and the income from and value of the same, are not granted as consideration for, or in connection with, the service Holder may provide as a director of an Affiliate of the
Company.
|
|
|
No Advice Regarding Grant:
|
|
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding
Holder’s participation in the Plan or Holder’s receipt, vesting or settlement of the Restricted Stock Units or the shares of Stock allocated thereto or the sale of such shares of Stock. Holder should consult with Holder’s own
personal tax, legal and financial advisors regarding Holder’s participation in the Plan and the Restricted Stock Units before accepting the Restricted Stock Units or otherwise taking any action related to the Restricted Stock Units or the
Plan.
|
|
|
Severability:
|
|
The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
|
|
|
Additional Terms:
|
|
The Restricted Stock Units shall be subject to the following additional terms:
|
|
|
|
|
Any certificates representing the shares of Stock delivered to Holder shall be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other requirements of the U.S. Securities and Exchange Commission, any stock exchange upon which such shares are listed, and any applicable U.S. federal or state laws, and the Committee
may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions as the Committee deems appropriate.
|
|
|
|
|
This Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of
conflicts of law thereof.
|
|
|
|
|
Holder understands that the Restricted Stock Units are intended to be exempt from Section 409A of the Code as a “short term
deferral” to the greatest extent possible and the Restricted Stock Units will be administered and interpreted in accordance with such intent. In no event whatsoever shall the Company or any of its Affiliates be liable for any additional tax,
interest or
|
- 7 -
|
|
|
|
|
penalties that may be imposed on Holder as a result of
Section 409A of the Code or any damages for failing to comply with Section 409A of the Code (other than for withholding obligations or other obligations applicable to employers, if any, under Section 409A of the Code).
|
|
|
|
|
Holder agrees that the Company may deliver by email all documents relating to the Plan or the Restricted Stock Units (including, without limitation,
a copy of the Plan) and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the U.S. Securities and Exchange Commission). Holder also agrees that the
Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it shall notify Holder by email or such other
reasonable manner as then determined by the Company.
|
|
|
|
|
This Award Agreement and the Plan constitute the entire understanding and agreement of the parties hereto and supersede all prior negotiations,
discussions, correspondence, communications, understandings, and agreements (whether oral or written and whether express or implied) between the Company and Holder relating to the subject matter of this Award Agreement. Without limiting the
foregoing, to the extent Holder has entered into an employment or similar agreement with the Company or any of its Affiliates, and the terms noted in such employment or similar agreement are inconsistent with or conflict with this Award Agreement,
then the terms of this Award Agreement will supersede and be deemed to amend and modify the inconsistent or conflicting terms set forth in such employment or similar agreement.
|
* * *
- 8 -
BY SIGNING BELOW OR OTHERWISE ACCEPTING THE RESTRICTED STOCK UNITS THROUGH THE
COMPANY’S DESIGNATED ELECTRONIC ACCEPTANCE PROCESS, HOLDER ACKNOWLEDGES RECEIPT OF THIS AWARD AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS UNDER THIS AWARD AGREEMENT, AGREES TO BE BOUND BY THE
TERMS OF BOTH THIS AWARD AGREEMENT AND THE PLAN.
|
|
|
|
|
|
|
|
|
SAFEPOINT HOLDINGS, INC. |
|
|
|
HOLDER |
|
|
|
|
By: |
|
|
|
|
|
|
|
|
Signature |
|
|
|
Signature |
|
|
|
|
|
Title: |
|
|
|
|
|
Print Name: |
|
|
|
|
|
|
|
Date: |
|
|
|
|
|
Date: |
|
|
[ Signature Page to
Restricted Stock Unit Grant Notice and Agreement ]
### EX-10.12 - EX-10.12
EX-10.12
8
d73198dex1012.htm
EX-10.12
EX-10.12
Exhibit 10.12
RESTRICTED STOCK GRANT NOTICE AND AGREEMENT
Safepoint Holdings, Inc. (the “ Company ”), pursuant to its 2026 Stock Incentive Plan (as may be amended,
restated and/or otherwise modified from time to time, the “ Plan ”), hereby grants to Holder the number of shares of Restricted Stock set forth below. The shares of Restricted Stock are subject to all of the terms and conditions of
this Restricted Stock Grant Notice and Agreement (this “ Award Agreement ”), as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or
portion thereof) conflict with any provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
|
|
|
Holder:
|
|
[___________________]
|
|
|
Date of Grant:
|
|
[___________________]
|
|
|
Number of Shares of
Restricted Stock:
|
|
[___________________]
|
|
|
Vesting Commencement Date:
|
|
[___________________]
|
|
|
Vesting Schedule:
|
|
[___________________]
|
|
|
|
|
[___________________]
|
|
|
|
Termination:
|
|
Section 6(c) of the Plan regarding treatment of Restricted Stock upon Termination is incorporated herein by reference
and made a part hereof. Except as provided above, in the event of Holder’s Termination for any reason, all unvested shares of Restricted Stock shall be cancelled and forfeited as of the date of such Termination for no
consideration.
|
|
|
Transfer Restrictions:
|
|
Holder shall not be permitted to sell, transfer, pledge, or otherwise encumber the shares of Restricted Stock before they
vest, and any attempt to sell, transfer, pledge, or otherwise encumber the shares of Restricted Stock in violation of the foregoing shall be null and void.
|
|
|
Restrictive Covenant Agreement:
|
|
As a condition of the grant of shares of Restricted Stock hereunder, Holder acknowledges and reaffirms his, her or its
obligations and restrictions set forth in any confidentiality, non-compete, non-solicit, invention assignment, or similar agreement or arrangement to which Holder is a
party with any of the Company or any of its Affiliates (the “ Restrictive Covenants ”). Holder acknowledges and agrees that this Award Agreement and the Restrictive Covenants will be considered separate contracts, and the
Restrictive Covenants will survive the termination of this Award Agreement for any reason.
|
|
|
Clawback Policy; Share Ownership Guidelines: |
|
Notwithstanding any provision of this Award Agreement to the contrary, any shares granted to Holder hereunder, together
with any compensation paid in respect of the shares of Restricted Stock, shall be subject to (i) any share ownership guidelines to which the Holder may be subject, and (ii) Section 20(e) of the Plan and, to the extent applicable to Holder,
all of the terms and conditions set forth in the Safepoint Holdings, Inc. Policy for the Recovery of Erroneously Awarded Compensation or any other clawback policy implemented by the Company, as in effect from time to time, including, without
limitation, any clawback policy adopted to comply with applicable law.
|
|
|
Additional Recovery Right:
|
|
Furthermore, the Company reserves the right to determine that Holder shall forfeit any unvested portion of the shares of
Restricted Stock or recover any portion of the shares already released to Holder, to the extent permitted by applicable laws, in the event that Holder engages in conduct that is detrimental to the Company or any of its Affiliates, which includes:
(i) Holder’s engagement in conduct that constitutes Cause for Holder’s Termination; (ii)
|
- 2 -
|
|
|
|
|
Holder’s engagement in fraudulent, intentional, willful, or grossly negligent misconduct, whether by commission or
omission; or (iii) Holder’s post-Termination conduct breaches any obligations owed to the Company or any of its Affiliates (including, but not limited to, misappropriation of trade secrets,
non-disparagement, confidentiality, non-competition or non-solicitation). The Company’s right to determine whether Holder
shall forfeit any unvested portion of the shares of Restricted Stock or to recover any portion of the shares already released to Holder shall not extend to conduct that occurred before the three (3) year period preceding the date on which the
Company determines that such event has occurred.
|
|
|
Responsibility for Taxes:
|
|
Holder acknowledges that, regardless of any action taken by the Company or, if different, the Service Recipient, the
ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Holder’s participation in the Plan and legally
applicable to Holder (“ Tax-Related Items ”) is and remains Holder’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Service Recipient. Holder
further acknowledges that the Company and the Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the shares of
Restricted Stock; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the shares of Restricted Stock to reduce or eliminate Holder’s liability for
Tax-Related Items or achieve any particular tax result. Further, if Holder is subject to Tax-Related Items in more than one jurisdiction, Holder acknowledges that the
Company and/or the Service Recipient may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
|
|
|
|
|
In connection with any relevant taxable or tax withholding event, as applicable, Holder agrees to make adequate
arrangements satisfactory to the Company and/or the Service Recipient to satisfy all withholding obligations of the Company and/or the Service Recipient with respect to Tax-Related Items. In this regard,
Holder authorizes the Company and/or the Service Recipient to: (a) withhold from Holder’s wages or other cash compensation payable to Holder by the Company, the Service Recipient or any Affiliate of the Company, (b) withhold from
proceeds of the sale of shares of Stock upon vesting of the Restricted Stock either through a voluntary sale or through a mandatory sale arranged by the Company, (c) requiring Holder to tender a cash payment to the Company or an Affiliate of
the Company in the amount of the Tax-
|
- 3 -
|
|
|
|
|
Related Items, (d) withholding shares of Stock otherwise deliverable to Holder, and/or (e) any other method of
withholding determined by the Company to be permitted under the Plan and, to the extent required by applicable law or under the Plan, approved by the Committee.
|
|
|
|
|
The Company may withhold or account for Tax-Related Items by considering statutory
or other applicable withholding rates, including maximum rates applicable in Holder’s jurisdiction. In the event of over-withholding, Holder may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in
shares of Stock) or, if not refunded, Holder may seek a refund from the local tax authorities. In the event of under-withholding, Holder may be required to pay any additional Tax-Related Items directly to the
applicable tax authority or to the Company and/or the Service Recipient. If the obligations for Tax-Related Items are satisfied by withholding shares of Stock, for tax purposes, Holder will be deemed to have
been issued the full number of shares of Stock subject to the vested shares of Restricted Stock, notwithstanding that a number of the shares of Stock is held back solely for the purpose of satisfying the withholding obligations for Tax-Related Items.
|
|
|
|
|
The Company shall not be obligated to deliver any shares of Stock to Holder unless and until Holder shall have paid or
otherwise satisfied in full the amount of any withholding obligation for Tax-Related Items resulting from the shares of Restricted Stock.
|
|
|
Nature of Grant:
|
|
By accepting the shares of Restricted Stock, Holder acknowledges, understands and agrees that:
|
|
|
|
|
(a) the Plan is established voluntarily by the Company, is
wholly discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
|
|
|
|
(b) the Plan is operated and the shares of Restricted Stock
are granted solely by the Company and only the Company is a party to this Award Agreement; accordingly, any rights Holder may have under this Award Agreement may be raised only against the Company but not any of its Affiliates (including, but not
limited to, the Service Recipient);
|
|
|
|
|
(c) no Affiliate of the Company (including, but not limited
to, the Service Recipient) has any obligation to make any
|
- 4 -
|
|
|
|
|
payment of any kind to Holder under this Award Agreement;
(d) the grant of the shares of Restricted Stock is exceptional, voluntary and
occasional and does not create any contractual or other right to receive future grants of restricted stock, or benefits in lieu of restricted stock, even if restricted stock have been awarded in the past;
|
|
|
|
|
(e) all decisions with respect to future grants of restricted
stock or other grants, if any, will be at the sole discretion of the Company;
|
|
|
|
|
(f) This Award Agreement does not confer upon Holder any right
to continue as an employee or service provider of the Service Recipient or any other Affiliate of the Company;
|
|
|
|
|
(g) the shares of Restricted Stock and Holder’s
participation in the Plan shall not be interpreted as forming or amending an employment or service contract with the Company or the Service Recipient, and shall not interfere with the ability of the Company, the Service Recipient or any Affiliate of
the Company, as applicable, to terminate Holder’s employment or service;
|
|
|
|
|
(h) Holder is voluntarily participating in the
Plan;
|
|
|
|
|
(i) the shares of Restricted Stock acquired under the Plan, and the income
from and value of the same, are not intended to replace any pension rights or compensation;
|
|
|
|
|
(j) the shares of Restricted Stock acquired under the Plan, and the income
from and value of the same, are not part of normal or expected compensation for any purposes, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments;
|
|
|
|
|
(k) the future value of the shares of Stock is unknown,
indeterminable, and cannot be predicted with certainty;
|
|
|
|
|
(l) no claim or entitlement to compensation or damages shall arise from
forfeiture of any portion of the shares of Restricted Stock resulting from Holder’s Termination (for any reason whatsoever and regardless of whether or not later found to be invalid or in breach of applicable law
in
|
- 5 -
|
|
|
|
|
the jurisdiction where Holder is providing service or the terms of Holder’s employment or other
service agreement, if any) and/or the application of the Safepoint Holdings, Inc. Policy for the Recovery of Erroneously Awarded Compensation or any other recoupment, recovery, or clawback policy otherwise required by applicable law;
and
|
|
|
|
|
(m) unless otherwise agreed with the Company in writing, the shares of
Restricted Stock, and the income from and value of the same, are not granted as consideration for, or in connection with, the service Holder may provide as a director of an Affiliate of the Company.
|
|
|
No Advice Regarding Grant:
|
|
The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding
Holder’s participation in the Plan or Holder’s receipt or vesting of the shares of Restricted Stock. Holder should consult with Holder’s own personal tax, legal and financial advisors regarding Holder’s participation in the
Plan and the shares of Restricted Stock before accepting the shares of Restricted Stock or otherwise taking any action related to the shares of Restricted Stock or the Plan.
|
|
|
Severability:
|
|
The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or
otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
|
|
|
Additional Terms:
|
|
The Restricted Stock shall be subject to the following additional terms:
|
|
|
|
|
Any certificates representing the shares of Restricted Stock delivered to Holder shall be subject to such stop transfer orders and other restrictions
as the Committee may deem advisable under the rules, regulations, and other requirements of the U.S. Securities and Exchange Commission, any stock exchange upon which such shares are listed, and any applicable U.S. federal or state laws, and the
Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions as the Committee deems appropriate.
|
|
|
|
|
Holder shall be the record owner of the shares of Restricted Stock until or unless such Restricted Stock is forfeited or repurchased, or otherwise
sold or transferred in accordance with the terms of the Plan, and as record
|
- 6 -
|
|
|
|
|
owner shall generally be entitled to all rights of a
stockholder with respect to the Restricted Stock; provided, however, that the Company will retain custody of all dividends and distributions, if any (“ Retained Distributions ”), made or declared on the Restricted Stock (and such
Retained Distributions shall be subject to forfeiture and the same restrictions, terms and vesting and other conditions as are applicable to the Restricted Stock) until such time, if ever, as the Restricted Stock with respect to which such Retained
Distributions shall have been made, paid or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in a separate account. As soon as practicable following each applicable vesting date any
applicable Retained Distributions shall be delivered to Holder.
|
|
|
|
|
Upon vesting of the Restricted Stock (or such other time that the Restricted Stock is taken into income), Holder will be required to satisfy
applicable withholding tax obligations, if any, as provided in the Plan.
|
|
|
|
|
This Award Agreement does not confer upon Holder any right to continue as an employee or service provider of the Service Recipient or any other
member of the Company Group.
|
|
|
|
|
This Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of
conflicts of law thereof.
|
|
|
|
|
Holder agrees that the Company may deliver by email all documents relating to the Plan or the Restricted Stock (including, without limitation, a copy
of the Plan) and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the U.S. Securities and Exchange Commission). Holder also agrees that the
Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it shall notify Holder by email or such other
reasonable manner as then determined by the Company.
|
|
|
|
|
This Award Agreement and the Plan constitute the entire understanding and agreement of the parties hereto
and
|
- 7 -
|
|
|
|
|
supersede all prior negotiations, discussions,
correspondence, communications, understandings, and agreements (whether oral or written and whether express or implied) between the Company and Holder relating to the subject matter of this Award Agreement. Without limiting the foregoing, to the
extent Holder has entered into an employment or similar agreement with the Company or any of its Affiliates, and the terms noted in such employment or similar agreement are inconsistent with or conflict with this Award Agreement, then the terms of
this Award Agreement will supersede and be deemed to amend and modify the inconsistent or conflicting terms set forth in such employment or similar agreement.
|
|
|
Section 83(b) Election:
|
|
Under Section 83 of the Code, the difference between the purchase price paid for the Restricted Stock and Fair Market
Value of the Restricted Stock on the date any forfeiture restrictions applicable to such shares lapse will be reportable as ordinary income at that time. For this purpose, “forfeiture restrictions” include the forfeiture as to unvested
Restricted Stock described above. Holder may elect to be taxed at the time the shares of Restricted Stock are acquired, rather than when such shares cease to be subject to such forfeiture restrictions, by filing an election under Section 83(b)
of the Code with the Internal Revenue Service within thirty (30) days after the Date of Grant specified in this Award Agreement. The form for making this election is attached as Exhibit A hereto. Failure to make this filing within the
thirty (30) day period will result in the recognition of ordinary income by Holder as the forfeiture restrictions lapse. Holder will promptly notify the Company if Holder timely elects to file an election with respect to the Restricted Stock
under Section 83(b) of the Code.
|
|
|
|
|
HOLDER ACKNOWLEDGES THAT IT IS HOLDER’S SOLE RESPONSIBILITY, AND NOT THE COMPANY’S, TO FILE A TIMELY
ELECTION UNDER SECTION 83(b) OF THE CODE, EVEN IF HOLDER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HOLDER’S BEHALF. HOLDER IS RELYING SOLELY ON HOLDER’S OWN ADVISORS WITH RESPECT TO THE DECISION AS TO
WHETHER OR NOT TO FILE ANY ELECTION UNDER SECTION 83(B) OF THE CODE.
|
|
|
Representations and Warranties of Holder: |
|
Holder acknowledges and agrees that the Company has not provided any tax advice to Holder in connection with this
Award
|
- 8 -
|
|
|
|
|
Agreement and Holder has been advised by the Company to seek tax advice from Holder’s own tax advisors regarding this
Award Agreement and the payments that may be made to Holder pursuant to this Award Agreement, including advice as to whether Holder should make an election under Section 83(b) of the Code within thirty (30) days of the Date of
Grant.
|
* * *
- 9 -
BY SIGNING BELOW OR OTHERWISE ACCEPTING THE RESTRICTED STOCK THROUGH THE COMPANY’S
DESIGNATED ELECTRONIC ACCEPTANCE PROCESS, THE HOLDER ACKNOWLEDGES RECEIPT OF THIS AWARD AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNDER THIS AWARD AGREEMENT, AGREES TO BE BOUND BY THE TERMS OF BOTH THIS
AWARD AGREEMENT AND THE PLAN.
|
|
|
|
|
|
|
|
|
SAFEPOINT HOLDINGS, INC. |
|
|
|
HOLDER |
|
|
|
|
By: |
|
|
|
|
|
|
|
|
Signature |
|
|
|
|
|
Signature |
|
|
|
|
|
Title: |
|
|
|
|
|
Print Name: |
|
|
|
|
|
|
|
Date: |
|
|
|
|
|
Date: |
|
|
- 10 -
EXHIBIT A
ELECTION TO INCLUDE VALUE OF RESTRICTED PROPERTY IN
GROSS INCOME IN YEAR OF TRANSFER UNDER CODE § 83(b)
The undersigned taxpayer elects, pursuant to Code Section 83(b), to include in gross income in 20[__] as compensation for
services rendered, the fair market value of property received in connection with his or her services in excess of the amount paid for the property and supplies the following information in accordance with the regulations promulgated thereunder.
1. The name, address and taxpayer identification number of the undersigned are:
|
|
|
Name:
|
|
|
Address:
|
|
|
Social Security #:
|
|
|
2. The property with respect to which the election is made consists of _____ common shares of
Safepoint Holdings, Inc., a Delaware corporation (the “ Company ”).
3. The date on which property was
transferred is ___________, 20[__].
4. The taxable year to which this election relates is calendar year 20[__].
5. The aggregate fair market value at the time of transfer (determined without regard to any restrictions other than
restrictions which by their terms will never lapse) of the property with respect to which this election is being made is $[____] 1 .
6. The common shares are subject to vesting requirements based upon the Taxpayer’s employment or service with the
Company.
7. The amount paid by taxpayer for the property is $0.
8. A copy of this statement has been furnished to the Company, in accordance with Treas. Reg. § 1-83-2(e)(7).
The undersigned has submitted a copy of this
statement to the person for whom the services were performed in connection with the undersigned’s receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of
said property.
The undersigned understand(s) that the foregoing election may not be revoked except with the consent of the Commissioner.
|
|
|
|
|
Dated: ____________, 20[__]
|
|
|
|
|
|
|
|
|
Taxpayer’s Signature |
1 |
To be equal to FMV x total # of shares granted.
|
- 1 -
### EX-10.13 - EX-10.13
EX-10.13
9
d73198dex1013.htm
EX-10.13
EX-10.13
Exhibit 10.13
S AFEPOINT H OLDINGS , I NC .
2026 EMPLOYEE STOCK PURCHASE PLAN
1. General ; Purpose.
(a) The Plan provides a means by which Eligible Employees may be given an opportunity to purchase shares of Common Stock
pursuant to an Employee Stock Purchase Plan.
(b) The Company, by means of the Plan, seeks to retain the services of
existing Employees, to secure and retain the services of new Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations.
(c) The Company intends (but makes no undertaking or representation to maintain) the Plan to qualify as an Employee Stock
Purchase Plan. The provisions of the Plan, accordingly, will be construed in a manner that is consistent with the requirements of Section 423 of the Code. In addition, under the Plan, the Company may make separate Offerings which vary in terms
(provided that such terms are not inconsistent with the provisions of the Plan or the requirements of an Employee Stock Purchase Plan), and the Company will designate which Designated Companies will participate in each separate Offering.
2. Definitions.
For purposes of the Plan, the following terms shall be defined as set forth below:
(a) “ Affiliate ” means, with respect to a Person, any other Person that, directly or indirectly through one
or more intermediaries, controls, is controlled by, or is under common control with, such Person.
(b)
“ Board ” means the Board of Directors of the Company.
(c) “ Change in Capitalization ”
means any change in the capital structure of the Company by reason of any stock split, reverse stock split, stock dividend, extraordinary cash dividend, subdivision, combination or reclassification of shares that may be issued under the Plan, any
recapitalization, any merger, any consolidation, any spin off, any reorganization or any partial or complete liquidation, or any other corporate transaction or event having an effect similar to the foregoing.
(d) “ Change in Control ” means such term as defined in the Company’s 2026 Stock Incentive Plan, as
amended or amended and restated from time to time.
(e) “ Code ” means the Internal Revenue Code of 1986,
as amended, and all rules and regulations promulgated thereunder. Any reference to any section of the Code will also be a reference to any successor provision.
(f) “ Committee ” means the Compensation Committee of the Board or such other committee or subcommittee of
the Board appointed from time to time by the Board. To the extent that no Committee exists that has the authority to administer the Plan, the functions of the Committee will be exercised by the Board.
(g) “ Common Stock ” means the Common Stock, $0.01 par
value per share, of the Company.
(h) “ Compensation ” means, with respect to a Participant, (i) the
total compensation paid in cash to such Participant by a Designated Company, including salaries, wages, bonuses, incentive compensation, commissions, overtime pay and shift premiums, plus (ii) any pre-tax
contributions made by such Participant under Section 401(k) or 125 of the Code. “ Compensation ” excludes all non-cash items, moving or relocation allowances, cost-of-living equalization payments, car allowances, tuition reimbursements, imputed income attributable to cars or life insurance, severance pay, fringe benefits,
contributions or benefits received under employee benefit plans, income attributable to the exercise of stock options, and similar items. The Committee will determine whether a particular item is included in Compensation. Such determination shall be
conclusive and binding on all persons.
(i) “ Company ” means Safepoint Holdings, Inc., a Delaware
corporation, and its successors by operation of law.
(j) “ Contributions ” means the payroll deductions
that a Participant contributes to fund the exercise of a Purchase Right. If required by applicable law or regulation and if specifically provided for in the Offering, a Participant may make additional payments into the Participant’s account,
and then only if the Participant has not already had the maximum permitted amount withheld during the Offering through payroll deductions.
(k) “ Designated Broker ” means the financial services firm or other agent designated by the Company to
maintain Share Accounts on behalf of Participants who have purchased shares of Common Stock under the Plan.
(l)
“ Designated Company ” means any Related Corporation selected by the Committee as participating in the Plan.
(m) “ Director ” means a member of the Board.
(n) “ Effective Date ” means the date of execution of the underwriting agreement relating to the underwritten
initial public offering of the Company’s equity securities pursuant to an effective Form S-1 registration statement filed under the Securities Act.
(o) “ Eligible Employee ” means an Employee who meets the requirements set forth in the document(s) governing
the Offering for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the Plan.
(p) “ Employee ” means any person, including an Officer or Director, who is treated as an employee in the
records of the Company or a Related Corporation. However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan.
(q) “ Employee Stock Purchase Plan ” means an “employee stock purchase plan” as defined under,
and interpreted in accordance with, Section 423(b) of the Code.
- 2 -
(r) “ Exchange Act ” means the Securities Exchange Act of
1934, as amended, and all rules, regulations and successor provisions promulgated thereunder.
(s) “ Fair Market
Value ” means, as of any date when the Stock is listed on one or more national securities exchanges, the closing price reported on the principal national securities exchange on which such Stock is listed and traded on the date of
determination or, if the closing price is not reported on such date of determination, the closing price reported on the most recent date prior to the date of determination.
(t) “ Offering ” means the grant to Eligible Employees of Purchase Rights, with the exercise of those
Purchase Rights automatically occurring at the end of the Offering Period. The terms and conditions of an Offering will generally be set forth in the “ Offering Document ” approved by the Committee for that Offering.
(u) “ Offering Date ” means a date selected by the Committee for an Offering to commence.
(v) “ Offering Period ” means the period of time of an Offering, commencing on an Offering Date.
(w) “ Officer ” means a person who is an officer of the Company or a Related Corporation within the meaning
of Section 16 of the Exchange Act.
(x) “ Participant ” means an Eligible Employee who is actively
participating in the Plan.
(y) “ Person ” means any individual, corporation, partnership, firm, joint
venture, association, joint-stock company, trust, unincorporated organization, or other entity.
(z)
“ Plan ” means this Safepoint Holdings, Inc. 2026 Employee Stock Purchase Plan, as the same may be amended and/or restated from time to time.
(aa) “ Purchase Date ” means the last Trading Day of an Offering Period on which Purchase Rights will be
exercised and on which purchases of shares of Common Stock will be carried out in accordance with such Offering.
(bb)
“ Purchase Right ” means an option to purchase shares of Common Stock granted pursuant to the Plan.
(cc)
“ Related Corporation ” means any “parent corporation” or “subsidiary corporation” of the Company whether now or subsequently established, as those terms are defined in Sections 424(e) and (f),
respectively, of the Code.
(dd) “ Securities Act ” means the Securities Act of 1933, as amended, and all
rules and regulations promulgated thereunder. Any reference to any section of the Securities Act will also be a reference to any successor provision.
- 3 -
(ee) “ Share Account ” means an account into which shares
of Common Stock purchased with a Participant’s accumulated Contributions at the end of an Offering Period are held on behalf of the Participant.
(ff) “ Trading Day ” means any day on which the NYSE, or any successors thereto, is open for trading.
3. Administration.
(a) The Committee will administer the Plan.
(b) The Committee will have the power, subject to, and within the limitations of, the express provisions of the Plan:
(1) To determine how and when Purchase Rights will be granted and the terms and conditions of each Offering
(which need not be identical);
(2) To designate from time to time which Related Corporations of the
Company will be eligible to participate in the Plan as Designated Companies, which Related Corporations may be excluded from participation in the Plan, and which Designated Companies will participate in each separate Offering (to the extent that the
Company makes separate Offerings);
(3) To construe and interpret the Plan and Purchase Rights, and to
establish, amend, and revoke rules and regulations for the Plan’s administration. The Committee, in the exercise of this power, may correct any defect, omission, or inconsistency in the Plan, in a manner and to the extent it deems necessary or
expedient to make the Plan fully effective;
(4) To settle all controversies regarding the Plan and
Purchase Rights granted under the Plan;
(5) To suspend or terminate the Plan at any time as provided in
Section 13(b) below;
(6) To amend the Plan at any time as provided in Section 13(a) below;
(7) Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote
the best interests of the Company and its Related Corporations and to carry out the intent that the Plan be treated as an Employee Stock Purchase Plan; and
(8) To adopt such procedures and sub-plans as are necessary or
appropriate to permit or facilitate participation in the Plan by Employees who are foreign nationals or employed or located outside the United States.
(c) The Committee may, in its sole discretion, designate Employees and professional advisors to assist it in the
administration of the Plan and (to the extent permitted by
- 4 -
applicable laws, rules, and regulations) may grant authority to Employees and/or Directors to execute agreements or other documents on behalf of the Committee relating to the Plan. The Committee
may, in its sole discretion, employ legal counsel, consultants, and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any
such consultant or agent. Expenses incurred in the engagement of any such counsel, consultant, or agent will be paid by the Company. Neither the Board, the Committee, any Employee to whom authority has been delegated pursuant to this
Section 3(c), nor any current or former Director, will be liable for any action or determination made in good faith with respect to the Plan, and to the maximum extent permitted by applicable laws, rules, and regulations, no current or former
Director or Employee to whom authority has been delegated pursuant to this Section 3(c) will be liable for any action or determination made in good faith with respect to the Plan.
(d) All determinations, interpretations, and constructions made by the Committee in good faith will not be subject to review
by any person and will be final, binding, and conclusive on all persons.
4. Shares of Common Stock Subject to the
Plan.
(a) Subject to the provisions of Section 12(a) below relating to Changes in Capitalization, the number of
shares of Common Stock reserved and available for delivery under the Plan shall equal 1,500,000, as the same may, at the discretion of the Board, be increased annually on the first date of each fiscal year during the term of the Plan following the
year in which the Effective Date occurs, by an amount of shares equal to the lowest of (A) the number of shares representing one percent (1%) of the Company’s outstanding shares of Common Stock on such date, (B) 65,000 shares, and
(C) such lesser number of shares as determined by the Board.
(b) If any Purchase Right granted under the Plan
terminates without having been exercised in full, the shares of Common Stock not purchased under such Purchase Right will again become available for issuance under the Plan.
(c) The shares of Common Stock purchasable under the Plan will be shares of authorized but unissued or reacquired Common
Stock, including shares repurchased by the Company on the open market.
5. Grant of Purchase Rights; Offering.
(a) The Committee may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an
Offering (consisting of one or more Offering Periods) on an Offering Date or Offering Dates selected by the Committee. Each Offering will be in such form and will contain such terms and conditions as the Committee will deem appropriate, and will
comply with the requirement of Section 423(b)(5) of the Code that all Employees granted Purchase Rights will have the same rights and privileges. The terms and conditions of an Offering will be incorporated by reference into the Plan and
treated as part of the Plan. The terms and conditions of separate Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by reference in the document comprising the Offering or
otherwise) the period during which the Offering will be effective, which period will not exceed
- 5 -
27 months beginning with the Offering Date, and the substance of the provisions contained in Sections 6 through 9, inclusive.
(b) If a Participant has more than one Purchase Right outstanding under the Plan, unless the Participant otherwise indicates
in forms delivered to the Company: (i) each form will apply to all of the Participant’s Purchase Rights under the Plan, and (ii) a Purchase Right with a lower exercise price (or an earlier-granted Purchase Right, if different
Purchase Rights have identical exercise prices) will be exercised to the fullest possible extent before a Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase Rights have identical exercise prices)
will be exercised.
6. Eligibility.
(a) Purchase Rights may be granted only to Eligible Employees. An Employee will not be eligible to be granted Purchase Rights
unless, on the Offering Date, the Employee has been in the employ of the Company or a Related Corporation, as the case may be, for such continuous period preceding such Offering Date as the Committee may require, but in no event will the required
period of continuous employment be equal to or greater than two (2) years. In addition, the Committee may provide that no Employee will be eligible to be granted Purchase Rights under the Plan unless, on the Offering Date, such Employee’s
customary employment with the Company or the Related Corporation, as applicable, is more than twenty (20) hours per week and more than five months per calendar year or such other criteria as the Committee may determine consistent with
Section 423 of the Code, unless such exclusion from eligibility is prohibited by applicable laws or regulations.
(b)
No Employee will be eligible for the grant of any Purchase Rights if, immediately after any such Purchase Rights are granted, such Employee owns stock possessing five percent (5%) or more of the total combined voting power or value of all
classes of stock of the Company or of any Related Corporation. For purposes of this Section 6(b), the rules of Section 424(d) of the Code will apply in determining the stock ownership of any Employee, and stock which such Employee may
purchase under all outstanding Purchase Rights and options will be treated as stock owned by such Employee.
(c) As
specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights only if such Purchase Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related
Corporations, do not permit such Eligible Employee’s rights to purchase stock of the Company or any Related Corporation to accrue at a rate which exceeds $25,000 of Fair Market Value of such stock (determined at the time such rights are
granted, and which, with respect to the Plan, will be determined as of their respective Offering Dates) for each calendar year in which such rights are outstanding at any time.
For all purposes under this Section 6(c), the Fair Market Value of the Common Stock shall be determined at the beginning
of the applicable Offering Period. To the extent that any Purchase Right would, but for the limitations set forth in this Section 6(c), permit an Eligible Employee to purchase shares of Common Stock with a Fair Market Value in excess of the
limits set forth in this Section 6(c), such Purchase Right shall be interpreted to limit the number of shares
- 6 -
of Common Stock that such Eligible Employee may purchase to the maximum number of shares permitted after application of this Section 6(c).
(d) Officers of the Company and any Designated Company, if they are otherwise Eligible Employees, will be eligible to
participate in Offerings under the Plan. Notwithstanding the foregoing, the Committee may provide in an Offering that Employees who are highly compensated Employees within the meaning of Section 423(b)(4)(D) of the Code will not be eligible to
participate, unless such exclusion from eligibility is prohibited by applicable laws or regulations.
7. Contributions;
Purchase Rights; Purchase Price.
(a) Subject to the provisions of this Section 7, on each Offering Date, each
Participant, pursuant to an Offering made under the Plan, will be granted a Purchase Right to purchase, on the Purchase Date, up to that number of shares of Common Stock determined by dividing the Participant’s accumulated Contributions by the
applicable purchase price determined in accordance with Section 7(c).
(b) In connection with each Offering made
under the Plan, the Committee may specify (i) a maximum number of shares of Common Stock that may be purchased by any Participant on any Purchase Date during such Offering, (ii) a maximum aggregate number of shares of Common Stock that may
be purchased by all Participants pursuant to such Offering and/or (iii) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of shares
of Common Stock issuable upon exercise of Purchase Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence of any Committee action otherwise, a pro rata (based on each Participant’s accumulated
Contributions) allocation of the shares of Common Stock available will be made in as nearly a uniform manner as will be practicable and equitable.
(c) Subject to the provisions of Section 12(a) below related to Changes in Capitalization and to such other limitations
determined by the Committee, the purchase price of shares of Common Stock acquired pursuant to Purchase Rights will be not less than an amount equal to the lesser of (i) eighty-five percent (85%) of the Fair Market Value of the shares of Common
Stock on the applicable Purchase Date and (ii) eighty-five percent (85%) of the Fair Market Value of the shares of Common Stock on the first Trading Day of the applicable Offering Period.
8. Contributions; Participation; Withdrawal; Termination of Employment.
(a) During an Offering Period, a Participant’s Contributions will be limited to a percentage, or with a maximum dollar
amount, as designated by the Committee, but in either case not exceeding fifteen percent (15%) of such Participant’s Compensation in respect of such Offering Period.
(b) An Eligible Employee who chooses to become a Participant must, unless otherwise required under applicable laws or
regulations, elect to authorize payroll deductions as
- 7 -
the means of making Contributions by completing and delivering to the Company, within the time specified in the Offering, an enrollment form provided by the Company. Except as may otherwise be
determined by the Committee, a Participant’s completion of an enrollment form with respect to any Offering will enroll such Participant in the Plan for each subsequent Offering on the terms contained therein until the Participant either
submits a new enrollment form, withdraws from participation under the Plan as provided in Section 8(c) hereof, or otherwise becomes ineligible to participate in the Plan. The enrollment form will specify the amount of Contributions not to
exceed the maximum amount specified by the Committee. Each Participant’s Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited with the general funds of the Company except where
applicable laws or regulations require that Contributions be deposited with a third party or otherwise be segregated. If permitted in the Offering, a Participant may begin such Contributions with the first payroll occurring on or after the Offering
Date (or, in the case of a payroll date that occurs after the end of the prior Offering but before the Offering Date of the next new Offering, Contributions from such payroll will be included in the new Offering). If permitted in the Offering, a
Participant may thereafter reduce (including to zero) the Participant’s Contributions by completing and delivering a new enrollment form to the Company within the time specified in the Offering. If required under applicable laws or
regulations, in addition to or instead of making Contributions by payroll deductions, a Participant may make Contributions through a payment by cash, check or wire transfer prior to a Purchase Date, in a manner directed by the Company.
(c) During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the
Company a withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. Upon the Participant’s timely withdrawal in accordance with the deadline imposed by the Company, such
Participant’s Purchase Right in that Offering will immediately terminate and the Company will distribute to such Participant all of the Participant’s accumulated but unused Contributions as soon as practicable thereafter. A
Participant’s withdrawal from that Offering will have no effect upon the Participant’s eligibility to participate in any other Offerings under the Plan, but such Participant will be required to deliver a new enrollment form to
participate in subsequent Offerings.
(d) Unless otherwise required by applicable laws or regulations, Purchase Rights
granted pursuant to any Offering under the Plan will terminate immediately if the Participant either (i) is no longer an Employee for any reason or for no reason (subject to any post-employment participation period required by law) or
(ii) is otherwise no longer eligible to participate. The Company will distribute to such individual all of such individual’s accumulated but unused Contributions as soon as practicable thereafter. For purposes of the Plan, a Participant
will continue to be an Employee while the Participant is on military leave, sick leave or other bona fide leave of absence approved by the Company or a Designated Company in writing that meets the requirements of Treas. Reg. § 1.421-1(h)(2), if the leave does not exceed three (3) months, or if longer, so long as the Participant’s right to reemployment with the Company or a Designated Company is provided either by
statute or by contract. If the period of leave exceeds three (3) months and the Participant’s right to reemployment is not provided either by statute or by contract, the Participant will cease to be an Employee on the first day
immediately following such three (3)-month period. In any event, a Participant will cease to be an Employee when the approved leave ends unless the Participant immediately returns to work.
- 8 -
(e) During a Participant’s lifetime, Purchase Rights will be
exercisable only by such Participant. Purchase Rights are not transferable by a Participant, except by will, or by the laws of descent and distribution. If a Participant dies, the Company will deliver any shares of Common Stock and/or Contributions
to the executor or administrator of the estate of the Participant.
(f) Unless otherwise specified in the Offering or
required by applicable law, the Company will have no obligation to pay interest on Contributions.
9. Exercise of
Purchase Rights.
(a) On each Purchase Date, each Participant’s accumulated Contributions will be applied to the
purchase of shares of Common Stock, up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. Unless determined by the Committee, the purchase price for
each Offering will be the lesser of (i) eighty-five percent (85%) of the Fair Market Value of the shares of Common Stock on the applicable Purchase Date and (ii) eighty-five percent (85%) of the Fair Market Value of the shares of Common
Stock on the first Trading Day of the applicable Offering Period. No fractional shares will be issued unless specifically provided for in the Offering.
(b) If any amount of accumulated Contributions remains in a Participant’s account after the purchase of shares of Common
Stock (whether as a result of the application of purchase limits or otherwise) and such remaining amount is less than the amount required to purchase one share of Common Stock on the final Purchase Date of an Offering, then such remaining amount
will be held in such Participant’s account for the purchase of shares of Common Stock under the next Offering under the Plan, unless such Participant withdraws from or is not eligible to participate in such Offering, in which case such amount
will be distributed to such Participant after the final Purchase Date, without interest (unless otherwise required by applicable law). If the amount of Contributions remaining in a Participant’s account after the purchase of shares of Common
Stock is at least equal to the amount required to purchase one whole share of Common Stock on the final Purchase Date of an Offering, then such remaining amount will not roll over to the next Offering and will instead be distributed in full to such
Participant after the final Purchase Date of such Offering without interest (unless otherwise required by applicable law).
(c) No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued upon such exercise under
the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable U.S. federal and state, foreign, and other securities and other laws applicable to the Plan. If on
a Purchase Date the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, and the Purchase Date will be delayed until the shares of Common Stock are subject to
such an effective registration statement and the Plan is in material compliance, except that such delay may not exceed six (6) months. If, on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not
registered and the Plan is not in material compliance with all applicable laws or regulations, as determined by the Committee in its sole discretion, no Purchase Rights will
- 9 -
be exercised and all accumulated but unused Contributions will be distributed to the Participants without interest, unless otherwise required by applicable laws or regulations.
(d) The Committee may, in its discretion, establish a holding period for any shares of Common Stock purchased in a particular
Offering unless such holding period is prohibited by applicable laws or regulations. The holding period, if any, will commence on the Purchase Date and will not exceed six (6) months; provided , that the holding period, if any, with
respect to any Participant will end automatically if either (i) the Participant is no longer an Employee, or (ii) a Change in Control occurs. During such holding period, the holder of the shares of Common Stock will not be permitted to
sell such shares and the shares will be designated with an applicable resale restriction. The applicable holding period will be set forth in the Offering Document for the applicable Offering, and each Participant will be required to agree to such
holding period as a condition to participating in the Offering.
10. Transfer of Shares.
As soon as reasonably practicable after each Purchase Date, the Company will record in the books of the Company, or in the
Committee’s discretion arrange for the delivery to each Participant of, the shares of Common Stock purchased upon exercise of the Participant’s Purchase Rights. The Committee may permit or require that the shares be deposited directly
into a Share Account established in the name of the Participant with a Designated Broker and may require that the shares of Common Stock be retained with such Designated Broker for a specified period of time. A Participant will not be deemed to be
the holder of, or to have any voting, dividend or other rights of a holder with respect to, shares of Common Stock subject to Purchase Rights unless and until the Participant’s shares of Common Stock acquired upon exercise of Purchase Rights
have been delivered pursuant to this Section 10.
11. Covenants of the Company.
The Company will seek to obtain from each U.S. federal or state, foreign or other regulatory commission or agency having
jurisdiction over the Plan, such authority as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder unless the Company determines in its sole discretion, that doing so would cause the Company to incur costs
that are unreasonable. If, after commercially reasonable efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary for the grant of Purchase Rights or the lawful issuance and sale of Common Stock under the
Plan, and at a commercially reasonable cost, the Company will be relieved from any liability for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of such Purchase Rights.
12. Adjustments Upon Changes in Common Stock; Change in Control.
(a) In the event of a Change in Capitalization, in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, the Committee will, in such manner as it deems equitable, appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to
Section 4(a), (ii) the class(es) and number of securities subject to, and the purchase price applicable to, outstanding Offerings and Purchase Rights, and (iii) the class(es) and number of securities that are
- 10 -
the subject of the purchase limits under each ongoing Offering (including the limits set forth in Section 7(a) above). In addition, if any change in the capital structure or business of the
Company that is not a Change in Capitalization occurs, then the Committee, in its sole discretion, may make adjustments to the Plan in such manner as it deems appropriate and equitable to prevent substantial dilution or enlargement of the rights
granted to, or available for, Participants under the Plan. The Committee will make these adjustments in its discretion, and its determination will be final, binding, and conclusive.
(b) Notwithstanding the foregoing, except as provided by the Committee, in the event of a Change in Control, then:
(i) any surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue outstanding Purchase Rights or may substitute similar rights (including a right to acquire the same
consideration paid to the stockholders in the Change in Control) for outstanding Purchase Rights, or (ii) if any surviving or acquiring corporation (or its parent company) does not assume or continue such Purchase Rights or does not substitute
similar rights for such Purchase Rights, then the Participants’ accumulated Contributions will be used to purchase shares of Common Stock within ten (10) business days prior to the Change in Control under the outstanding Purchase Rights,
and the Purchase Rights will terminate immediately after such purchase.
13. Amendment; Termination or Suspension of
the Plan.
(a) The Board or the Committee may amend the Plan at any time in any respect the Board or the Committee, as
applicable, deems necessary or advisable. However, stockholder approval will be required for any amendment of the Plan for which stockholder approval is required by applicable laws, regulations or listing requirements, including, without limitation,
any amendment that either (i) materially increases the number of shares of Common Stock available for issuance under the Plan, (ii) materially expands the class of individuals eligible to become Participants and receive Purchase Rights,
(iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at which shares of Common Stock may be purchased under the Plan, or (iv) expands the types of awards available for issuance
under the Plan, but in each of (i) through (iv) above only to the extent stockholder approval is required by applicable laws, regulations or listing requirements. In addition, no amendment may make any change to any outstanding Purchase
Right which materially adversely affects such Purchase Right without the consent of the person to whom such Purchase Right was granted, except (x) as provided in Section 12(a) relating to Changes in Capitalization, (y) to the extent
necessary to comply with any laws, listing requirements, or governmental regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive guidance issued thereunder relating to
Employee Stock Purchase Plans) including without limitation any such regulations or other guidance that may be issued or amended after the Effective Date, or (z) as necessary to obtain or maintain any special tax, listing, or regulatory
treatment. For the avoidance of doubt, in no event shall the Committee’s or the Board’s exercise of any discretion afforded to it under the Plan be considered an amendment to the Plan for purposes of this Section 13.
(b) The Board or the Committee may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan
while the Plan is suspended or after it is terminated. In addition, the Board or the Committee may terminate an Offering if the Board or
- 11 -
the Committee determines that the termination of the Offering is in the best interests of the Company and its stockholders.
14. Effective Date of the Plan; Term of Plan.
The Plan will become effective immediately prior to and contingent upon the Effective Date. No Purchase Rights will be
exercised unless and until the Plan has been approved by the stockholders of the Company, which approval must be within twelve (12) months before or after the date the Plan is adopted (or if required under Section 13(a) above, materially
amended) by the Board. Subject to approval by the stockholders of the Company in accordance with this Section 14, the Plan shall be in effect until the tenth (10th) anniversary of the date of the initial adoption of the Plan by the Board,
unless sooner terminated under Section 13 hereof. In the event the Company’s stockholders do not approve this Plan pursuant to this Section 14, neither this Plan nor any elections made hereunder shall be of any force or effect, any
outstanding Purchase Right shall be cancelled for no consideration, and all amounts deducted from each Participant’s paycheck shall be repaid to such Participant as soon as practicable without interest.
15. Miscellaneous Provisions.
(a) Proceeds from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company.
(b) To the extent required by applicable law, rules, or regulations, a Participant will be required to make arrangements
satisfactory to the Company for the payment of any withholding or similar tax obligations that arise in connection with the Plan or any Offering.
(c) Neither the Plan nor any Offering hereunder will give any Participant or other Employee any right with respect to
continuance of employment by the Company or any Related Corporation, nor will they be a limitation in any way on the right of the Company or any Related Corporation by which an Employee is employed or retained to terminate such Employee’s
employment at any time.
(d) The Plan and actions taken in connection herewith will be governed and construed in
accordance with the laws of the State of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict of laws).
(e) If any provision of the Plan will be held invalid or unenforceable, such invalidity or unenforceability will not affect
any other provisions hereof, and the Plan will be construed and enforced as if such provisions had not been included.
(f)
All disputes and claims of any nature that a Participant (or such Participant’s transferee or estate) may have against the Company arising out of or in any way related to the Plan must be submitted solely and exclusively to binding arbitration
in accordance with the then-current employment arbitration rules and procedures of the American Arbitration Association to be held in Tampa, Florida. The arbitration shall be heard and determined by a panel of three arbitrators in accordance with
such rules (except that in the event of any inconsistency between such rules and this Section 15(f), the provisions of this Section 15(f) shall control). The arbitration panel may not modify the arbitration rules specified above without
the prior written approval of all parties to
- 12 -
the arbitration. Within ten business days after the receipt of a written demand, each party shall designate one arbitrator, each of whom shall have experience involving complex business or legal
matters, but shall not have any prior, existing or potential material business relationship with any party to the arbitration. The two arbitrators so designated shall select a third arbitrator, who shall preside over the arbitration, shall be
similarly qualified as the two arbitrators and shall have no prior, existing or potential material business relationship with any party to the arbitration; provided that if the two arbitrators are unable to agree upon the selection of such
third arbitrator, such third arbitrator shall be designated in accordance with the arbitration rules referred to above. The arbitrators will decide the dispute by majority decision, and the decision shall be rendered in writing and shall bear the
signatures of the arbitrators and the party or parties who shall be charged therewith, or the allocation of the expenses among the parties in the discretion of the panel. The arbitration decision shall be rendered as soon as possible, but in any
event not later than 120 days after the constitution of the arbitration panel. The arbitration decision shall be final and binding upon all parties to the arbitration. The parties hereto agree that judgment upon any disputes and claims arising out
of or in any way related to the Plan rendered by the arbitration panel may be entered in the United States District Court for the Middle District of Florida or any court sitting in Tampa, Florida. To the maximum extent permitted by law, the parties
hereby irrevocably waive any right of appeal from any judgment rendered upon any such arbitration award in any such court. Notwithstanding the foregoing, any party may seek injunctive relief in any such court.
(g) The headings and captions herein are provided for reference and convenience only, will not be considered part of the Plan,
and will not be employed in the construction of the Plan.
A DOPTED BY THE B OARD
OF D IRECTORS : M AY 26, 2026
A PPROVED BY THE
S TOCKHOLDERS : M AY 26, 2026
- 13 -
### EX-23.1 - EX-23.1
EX-23.1
10
d73198dex231.htm
EX-23.1
EX-23.1
Exhibit 23.1
The stock split described in Note 20 to the consolidated financial statements has not been consummated at May 26, 2026. When it has
been consummated, we expect to be in a position to furnish the following consent.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
May 26, 2026
“CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form S-1 of Safepoint Holdings, Inc. of our report dated
April 13, 2026, except for the effects of the stock split discussed in Note 20 to the financial statements, as to which the date is , relating to the financial statements and financial statement schedule
of Safepoint Holdings, Inc., which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
Philadelphia, Pennsylvania
[DATE]”
1
### EX-FILING FEES - EX-FILING FEES
EX-FILING FEES
0001653827 2026-05-26 2026-05-26 0001653827 1 2026-05-26 2026-05-26 0001653827 2 2026-05-26 2026-05-26 iso4217:USD xbrli:pure xbrli:shares
Calculation of Filing Fee Tables
|
S-1
|
Safepoint Holdings, Inc.
|
Table 1: Newly Registered and Carry Forward Securities |
☐Not Applicable |
|
|
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Unit
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Carry Forward Form Type
|
Carry Forward File Number
|
Carry Forward Initial Effective Date
|
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
|
Newly Registered Securities |
Fees to be Paid |
1 |
Equity |
Common Stock, par value $0.01 per share |
457(a) |
13,284,314.06 |
$ 17.00 |
$ 225,833,339.02 |
0.0001381 |
$ 31,187.58 |
|
|
|
|
Fees Previously Paid |
2 |
Equity |
Common Stock, par value $0.01 per share |
457(a) |
5,882,352.94 |
$ 17.00 |
$ 99,999,999.98 |
|
$ 13,810.00 |
|
|
|
|
Carry Forward Securities |
Carry Forward Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Offering Amounts:
|
|
$ 325,833,339.00
|
|
$ 44,997.58
|
|
|
|
|
|
|
|
Total Fees Previously Paid:
|
|
|
|
$ 13,810.00
|
|
|
|
|
|
|
|
Total Fee Offsets:
|
|
|
|
$ 0.00
|
|
|
|
|
|
|
|
Net Fee Due:
|
|
|
|
$ 31,187.58
|
|
|
|
|
Offering Note
|
1
|
(1) (a) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended (the "Securities Act"). (b) Includes offering price of any additional shares that the underwriters have the option to purchase. |
|
2
|
(2) (a) The Registrant previously paid a registration fee of $13,810.00 in connection with the initial filing of the Registration Statement on Form S-1 on May 8, 2026. The fee was estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act. This Maximum Aggregate Offering Price was originally registered under 457(o) and is now converted to 457(a). (b) See note 1(b) above. |
|
Table 2: Fee Offset Claims and Sources |
☑Not Applicable |
|
|
Registrant or Filer Name |
Form or Filing Type |
File Number |
Initial Filing Date |
Filing Date |
Fee Offset Claimed |
Security Type Associated with Fee Offset Claimed |
Security Title Associated with Fee Offset Claimed |
Unsold Securities Associated with Fee Offset Claimed |
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed |
Fee Paid with Fee Offset Source |
Rules 457(b) and 0-11(a)(2) |
Fee Offset Claims |
|
|
|
|
|
|
|
|
|
|
|
|
Fee Offset Sources |
|
|
|
|
|
|
|
|
|
|
|
|
Rule 457(p) |
Fee Offset Claims |
|
|
|
|
|
|
|
|
|
|
|
|
Fee Offset Sources |
|
|
|
|
|
|
|
|
|
|
|
|
Table 3: Combined Prospectuses |
☑Not Applicable |
|
Security Type
|
Security Class Title
|
Amount of Securities Previously Registered
|
Maximum Aggregate Offering Price of Securities Previously Registered
|
Form Type
|
File Number
|
Initial Effective Date
|
|
|
|
|
|
|
|
|