What changed in this filing

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Item 9A. Controls and Procedures

2025-03-13 compared with 2024-03-13 · 58 added, 67 removed, 201 unchanged (38% of the section changed)

26 unchanged sentences

Not applicable

Directors, Executive Of ficers and Corporate Governance

Directors, Executive Officers and Corporate Governance

The items required by Part III, Item 10 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024.

Executi ve Compensation

Executive Compensation

The items required by Part III, Item 11 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024.

Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The items required by Part III, Item 12 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024.

Certain Relationships and Relate d Transactions, and Director Independence

Certain Relationships and Related Transactions, and Director Independence

The items required by Part III, Item 13 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024.

Principal Accou ntant Fees and Services

Principal Accountant Fees and Services

The items required by Part III, Item 14 are incorporated herein by reference from the Registrant’s Proxy Statement for its 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of our fiscal year ended December 31, 2024.

Exhibits, Financ ial Statements Schedules

Exhibits, Financial Statements Schedules

(a) The following documents are filed as part of this report.

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Schedule VI Supplemental Information Concerning Consolidated Property-Casualty Insurance Operations

Report of Independent Registered Public Accounting Firm

(3) List of Exhibits

The following is a list of exhibits filed or incorporated by reference as part of this Annual Report on Form 10-K

Description (File No.

Number Description (File No.

3.1 Certificate of Incorporation of Heritage Insurance Holdings, Inc.

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333-195409) filed on April 21, 2014)

10.2† Heritage Insurance Holdings, Inc.

2023 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 of the Registration Statement filed on Form S-8 (File No.

333-272474) on June 7, 2023) .

10.8 Credit Agreement, dated December 14, 2018, among Heritage Insurance Holdings, Inc., certain subsidiaries of Heritage Insurance Holdings, Inc.

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from time to time party as guarantors, the lenders from time to time party and Regions Bank, as Administrative Agent and Collateral Agent (incorporated by reference to our Form 8-K filed on August 3, 2021).

Restricted Stock Award Agreement, dated November 4, 2015, by and between Heritage Insurance Holdings, Inc.

and Ernie Garateix (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2020)

Restricted Stock Award Agreement, dated February 12, 2018, by and between Heritage Insurance Holdings, Inc.

and Kirk Lusk (incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2020)

Restricted Stock Award Agreement, dated November 4, 2015, by and between Heritage Insurance Holdings, Inc.

and Rich Widdicombe (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2020)

Restricted Stock Award Agreement, dated February 12, 2018, by and between Heritage Insurance Holdings, Inc.

and Timothy Moura (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2020)

10.21† Employment Agreement dated January 1, 2024 between Heritage Insurance Holdings, Inc., and Kirk Lusk (incorporated by reference to Exhibit 10.2 to our Form 8-K filed on January 11, 2024)

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from time to time party as guarantors, the lenders from time to time party and Regions Bank, as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.29 to our Form 10-K on March 13, 2023)

H eritage Insurance H ol dings, Inc.

Insider Trading Policy

21* Subsidiaries of the Registrant *

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97.1 Heritage Insurance Holdings, Inc.

Executive Officers Clawback Policy*

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

Executive Officers Clawback Policy ( incorporated by reference to Exhibit 97.1 to our Form 10 on Marc h 13, 2024)

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104 The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, formatted in Inline XBRL (included in Exhibit 101)

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HERITAGE INSURANCE HOLDINGS, INC.

March 13, 2024

March 13, 2025 By:

/s/ ERNESTO GARATEIX

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(on behalf of the Registrant and as Principal Financial Officer)

POW ERS OF ATTORNEY

POWERS OF ATTORNEY

KNOW ALL BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Ernesto Garateix or Kirk Lusk as his true and lawful attorney-in-fact and agent, he with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ RICHARD WIDDICOMBE

Richard Widdicombe

March 13, 2024

Richard Widdicombe Chairman March 13, 2025

/s/ ERNESTO GARATEIX

Ernesto Garateix

Chief Executive Officer

Ernesto Garateix Chief Executive Officer

(Principal Executive Officer)

1 unchanged sentence

/s/ KIRK LUSK

Chief Financial Officer/Treasurer

Kirk Lusk Chief Financial Officer/Treasurer

(Principal Financial Officer)

1 unchanged sentence

/s/ PANAGIOTIS APOSTOLOU

Panagiotis Apostolou

March 13, 2024

Panagiotis Apostolou Director March 13, 2025

/s/ IRINI BARLAS

March 13, 2024

Irini Barlas Director March 13, 2025

/s/ MARK BERSET

March 13, 2024

Mark Berset Director March 13, 2025

/s/ NICHOLAS PAPPAS

Nicholas Pappas

March 13, 2024

Nicholas Pappas Director March 13, 2025

/s/ JOSEPH VATTAMATTAM

Joseph Vattamattam

March 13, 2024

Joseph Vattamattam Director March 13, 2025

/s/ PAUL WHITING

March 13, 2024

Paul Whiting Director March 13, 2025

/s/ VIJAY WALVEKAR

Vijay Walvekar

March 13, 2024

SCHEDULE II – CONDENSED FINAN CIAL INFORMATION OF REGISTRANT

Vijay Walvekar Director March 13, 2025

SCHEDULE II – CONDENSED FINANCIAL INFORMATION OF REGISTRANT

Condensed Balance Sheet

The following summarizes the major categorizes of Heritage Insurance Holdings, Inc.’s financial statements (in thousands):

The following summarizes the major categories of Heritage Insurance Holdings, Inc.’s financial statements (in thousands):

As of December 31,

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Investment in and advances to subsidiaries 427,959 334,788

Other assets 1,356 1,678

Total Assets $ 431,820 $ 363,273

Other liabilities $ 141,021 $ 142,993

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STOCKHOLDERS' EQUITY

Common stock $ 3 $ 3

Paid-in-capital 362,644 360,310

Treasury ( 130,900 ) ( 130,900 )

Accumulated other comprehensive income ( 28,604 ) ( 35,250 )

Retained earnings (deficit)

Retained earnings 87,656 26,117

Total Stockholders' Equity $ 290,799 $ 220,280

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For the Years Ended December 31,

2024 2023 2022

(In thousands, except share and per share amounts)

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Provision (benefit) from income taxes 270 1,905 ( 3,147 )

Income (loss) before equity in net income of subsidiaries

(Loss) income before equity in net income of subsidiaries ( 122 ) 2,755 ( 11,855 )

Equity in net income (loss) of subsidiaries 61,661 42,552 ( 142,508 )

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Cash flows from operating activities:

2024 2023 2022

(in thousands)

Net income (loss)

Adjustments to reconcile net loss to net cash provided by (used in) operating

Net (loss) income $ ( 121 ) $ 2,754 $ ( 11,854 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Stock-based compensation 3,254 1,362 2,008

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Changes in operating assets and liabilities

Prepaid ( 295 ) 137 8

Income taxes payable 8,389 9,415 ( 14,674 )

Accrued interest on debt ( 173 ) ( 425 ) —

Other assets 134 2,572 332

Dividends payable ( 54 ) ( 19 ) ( 1,562 )

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Repayment of long-term debt ( 9,500 ) ( 9,500 ) ( 6,400 )

Shares tendered for income tax withholdings

Shares tendered for income tax withholding ( 971 ) ( 429 ) ( 94 )

Purchase of treasury stock — — ( 7,343 )

Dividends paid

Dividends received (paid) 55,663 33,900 ( 3,208 )

Net cash provided by (used in) financing activities 44,919 48,457 ( 4,896 )

Increase (decrease) in cash and cash equivalents

(Decrease) increase in cash and cash equivalents ( 24,302 ) 25,698 ( 5,295 )

Cash and cash equivalents, beginning of period 26,807 1,109 6,404

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In applying the equity method to our consolidated subsidiaries, we record the investment at cost and subsequently adjust for additional capital contributions, distributions and proportionate share of earnings or losses.

SCHEDULE V – VALUATION ALLOW ANCES AND QUALIFYING ACCOUNTS

SCHEDULE V – VALUATION ALLOWANCES AND QUALIFYING ACCOUNTS

The following table summarizes activity in the Company’s allowance for doubtful accounts for the year ended December 31, 2024 and 2023.

Beginning balance

Charges in earnings

Charges to other accounts

Ending balance

Description Beginning balance Charges in earnings Charges to other accounts Deductions Ending balance

(in thousands)

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Allowance for doubtful accounts $ 451 80 776 — $ 1,307

SCHEDULE VI – SUPPLEMENTAL INFORMATION CONCERNING CO NSOLIDATED PROPERTY AND CASUALTY INSURANCE OPERATIONS

SCHEDULE VI – SUPPLEMENTAL INFORMATION CONCERNING CONSOLIDATED PROPERTY AND CASUALTY INSURANCE OPERATIONS

The following table provides certain information related to the Company’s property and casualty operations as of, and for the periods presented (in thousands):

For the Year Ended December 31,

December 31, For the Year Ended December 31,

Year Reserves for

Unpaid Losses

(in thousands)

For the Year Ended December 31,

2024 $ 1,042,687 $ 421,633 $ 25,415 $ 504,171 $ 36,631

2023 $ 845,955 $ 427,702 $ ( 1,573 ) $ 374,097 $ 25,756

2022 $ 1,131,807 $ 497,428 $ 3,734 $ 417,445 $ 11,977

December 31, For the Year Ended December 31,

Year Deferred

(in thousands)

Report of Indepen dent Registered Public Accounting Firm

on Supplemental Information

To the Board of Directors and Stockholders

Heritage Insurance Holdings, Inc.

We have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of Heritage Insurance Holdings, Inc.

(the “Company”) as of and for the year ended December 31, 2023 and issued our report thereon dated March 13, 2024, which expressed an unqualified opinion on those consolidated financial statements and is included at Item 8 in this Form 10-K.

The supplemental information contained in the consolidated financial statement schedules of the Company in the accompanying index at Item 15 in this Form 10-K has been subjected to audit procedures performed in conjunction with the audit of the Company's consolidated financial statements.

The supplemental information is the responsibility of the Company's management.

Our audit procedures included determining whether the supplemental information reconciles to the consolidated financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information.

In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the consolidated financial statements as a whole.

/s/ Plante & Moran, PLLC

Chicago, Illinois

March 13, 2024

2024 $ 63,204 $ 235,058 $ 779,115 $ 767,860 $ 702,707

2023 $ 69,256 $ 246,656 $ 729,362 $ 697,185 $ 675,921

2022 $ 56,859 $ 239,815 $ 662,168 $ 637,065 $ 656,641

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures