The Orion180 IPO prospectus says that “Kenneth Gregg, our Founder and Chief Executive Officer, will be the only holder of our Class B common stock”. The filing also says the company will be a “controlled company” as defined under the corporate governance rules of Nasdaq.
How the prospectus divides voting rights between two classes of stock
The prospectus sets out two classes of common stock with different voting weights. It says that Class A common stock is entitled to one vote, while Class B common stock is entitled to ten votes. It adds that Class B stock is convertible at any time, at the option of the holder, and mandatorily upon the occurrence of certain events, into one share of Class A common stock. Readers who want the exact conversion terms can consult the full prospectus text.
According to the prospectus, immediately after the offering “Kenneth Gregg, our Founder and Chief Executive Officer, will be the only holder of our Class B common stock, and will beneficially own 93.9% of the voting power of our outstanding capital stock”.
Controlled-company status and the governance risks the filing lists
On the listing rules that apply to the company, the prospectus states:
As a result, we will be a “controlled company” as defined under the corporate governance rules of Nasdaq and will be exempt from certain corporate governance requirements of such rules.
The prospectus also describes what the founder’s stake allows. It says that Mr. Gregg will be able to cause or prevent a change of control or a change in the composition of the board of directors, and that he could preclude any unsolicited acquisition, for so long as he “continues to own a significant percentage of our common stock”.
For holders of the Class A shares, the prospectus states that the “concentration of ownership could deprive you of an opportunity to receive a premium for your Class A common stock as part of a sale of the company”.
Net proceeds, stated purposes and the possible debt repayment
The prospectus describes the transaction as the initial public offering of 20,000,000 shares of Class A common stock of Orion180 Insurance Group Inc. at $12.00 per share. The Class A stock has been approved for listing on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “OIG.”
On proceeds, the company gives an estimate. It says the net proceeds from its sale of shares are estimated at “approximately $220 million, based on the initial public offering price of $12.00 per share of Class A common stock, and after deducting the underwriting discounts and commissions and our estimated offering expenses of $5 million.” Readers can check the estimate against the offering document’s own wording.
On the use of the money, the prospectus says: “We intend to use the net proceeds from this offering as capital to grow our business and for other general corporate purposes.”
A further possible use is stated in these terms: “We may also use a portion of the net proceeds we receive from this offering to repay $281.5 million of outstanding indebtedness under our New Credit Facility.” The prospectus also discloses a related point about the underwriters: certain of them or their affiliates “act as lenders under our New Credit Facility and may therefore receive a portion of the net proceeds from this offering”.
The prospectus also says what such a repayment would finance: “To the extent net proceeds from this offering are used to repay indebtedness under the New Credit Facility, such proceeds will effectively be used to fund the May Dividend and the September Dividend rather than to provide additional liquidity for our operations or fund future growth of the company.”
For readers who follow new listings, InsuraBeat has separate coverage of another company’s initial public offering.
How the prospectus describes the homeowners business, distribution and risk exposure
The prospectus states that the company has organically grown to become the second largest excess and surplus (“E&S”) lines homeowners insurance provider in the United States by direct written premiums with a presence in 14 states, approximately $601 million in managed premiums written for the last twelve months ended June 30, 2026, and over 670,000 policies sold since inception.
On distribution, the prospectus says the company has built relationships with approximately 6,000 agencies with a total of more than 14,000 active independent agents as of June 30, 2026. For readers who follow the homeowners market, InsuraBeat has separate reporting on homeowners premiums and non-renewals data.
The prospectus lists reinsurance availability as a risk factor: the company says it “may be unable to continue purchasing third-party reinsurance in amounts we desire on commercially acceptable terms or on terms that adequately protect us”. It lists catastrophe exposure as another risk factor, stating that its business is exposed to the risk of severe weather conditions, earthquakes and man-made catastrophes. For readers tracking catastrophe losses, InsuraBeat has separate coverage of catastrophe-loss reporting.
Half-year results and equity position as the prospectus reports them
The prospectus also reports half-year figures. It states: “For the six months ended June 30, 2026, we reported net income of $13.5 million, representing a $16.6 million increase compared to six months ended June 30, 2025, …”
On equity, the prospectus states: “As of June 30, 2026, stockholders’ equity (deficit) was a deficit of $(125.0) million compared to $12.1 million of equity as of December 31, 2025.” It also says that “On May 14, 2026, we declared and paid the May Dividend which was funded with proceeds from the New Credit Facility.” and that “The decrease related to the May Dividend was partially offset by net income of $13.5 million for the six months ended June 30, 2026.” The full disclosure is in the filing itself.
