Orion180 Insurance Group Inc.

424B4 priced

Price $12.00 · 20,000,000 shares · Gross proceeds $240,000,000

EFFECT effective

CERT inactive

8-A12B effective

S-1/A amended

Range $15.00 to $17.00 · 20,000,000 shares

Orion180 Insurance Group Inc. is conducting an IPO to raise capital through the sale of 20,000,000 Class A common stock shares at an assumed price of $16.00 per share. The net proceeds will be used to repay $281.5M in indebtedness under the New Credit Facility, with potential additional use for general corporate purposes. The filing includes a dual-class stock structure reclassification (Class A/Class B) and details about dividend payments funded by debt, which reduced shareholders' equity to a $180M deficit. Dilution for new investors is highlighted, with pro forma as adjusted net tangible book value increasing from $(2.28) to $1.17 per share. The company plans to suspend cash dividends post-offering but retains discretion over future payouts.

S-1 filed

Orion180 Insurance Group Inc. is a technology-driven specialty insurance provider specializing in E&S homeowners insurance, private flood insurance, and ancillary products. The company operates through Services Companies (70% of revenue) and In-House Fronting Carriers (30% of revenue), leveraging its proprietary MY180 platform for data-driven underwriting and operational efficiency. Financially, the company reported strong growth in premiums written, net income, and adjusted EBITDA, with $354.4M in gross premiums written for the six months ended June 30, 2026, and $25.4M in consolidated adjusted EBITDA. The S-1 filing outlines an IPO with dilution risks for new investors and highlights its focus on innovation, partnerships, and capital-light operations.

DRS/A amended

DRS/A amended

Orion180 Insurance Group Inc. reported significant financial growth in Q1 2026, with consolidated adjusted EBITDA reaching $9.9 million compared to a loss of $385 thousand in Q1 2025. The company's EBITDA margin improved to 29.1% from -1.9%, driven by a 63% increase in total revenues to $33.9 million. The Services segment outperformed, showing 76.3% growth in commission and fees revenue, while the Underwriting segment faced challenges from litigation costs and reinsurance risks. Annual results for 2025 showed a 424% increase in EBITDA to $43.2 million, with margins rising to 35% from 9.2%. Key drivers included premium growth, cost management, and non-recurring adjustments.

DRS/A amended

Orion180 Insurance Group Inc. reported significant financial improvements in its Q1 2026 results, with Consolidated Adjusted EBITDA rising to $9.85 million (29.1% margin) compared to a loss of $0.385 million (negative margin) in Q1 2025. Annual Consolidated Adjusted EBITDA surged to $43.17 million (35% margin) from $8.23 million (9.2% margin) in 2024. The Services segment drove growth through fee-based revenue and higher margins, while the Underwriting segment faced challenges from litigation costs and premium fluctuations. Non-recurring expenses, including legal settlements and sponsorship fees, impacted results but were offset by revenue expansion from gross premiums and policy fees.

DRS filed

Orion180 Insurance Group Inc. reported significant financial improvements in 2025, with Consolidated Adjusted EBITDA surging 424% to $43.2 million compared to 2024. The company operates through two segments: Services (technology-enabled policy servicing) and Underwriting (conventional insurance and reinsurance). The Services segment drove growth via 67% higher commission and fees revenue, while the Underwriting segment saw 29% revenue growth but remained unprofitable with a net loss in 2025. Key drivers included $34.2 million revenue growth, $26.9 million in non-cash/non-recurring adjustments, and strong operating leverage in the Services segment. The company also disclosed $7.18 million in litigation costs and $3.5 million in Formula 1 sponsorship fees as significant non-recurring expenses.