Filed Pursuant to Rule 424(b)(3)
Registration No. 333-259040
PROSPECTUS FOR
UP TO 15,650,820 SHARES OF COMMON STOCK AND
UP TO 4,400,000 WARRANTS TO PURCHASE SHARES OF COMMON STOCK OF HIPPO HOLDINGS INC.
This prospectus relates to (i) the resale by certain of the securityholders named in this prospectus (each a Selling Securityholder and,
collectively, the Selling Securityholders) of up to 12,665,621 shares of common stock, par value $0.0001 per share (the common stock) issued in connection with the Merger (as defined below), (ii) the resale by certain of the
Selling Securityholders of up to 2,200,000 shares of common stock issued in the PIPE Investment (as defined below), (iii) the issuance by us and resale of 583,701 shares of common stock reserved for issuance upon the exercise of options to purchase
common stock and (iv) the issuance by us of up to 201,498 shares of common stock upon the exercise of outstanding warrants. This prospectus also relates to the resale of up to 4,400,000 of our outstanding warrants originally purchased in a
private placement by certain of the Selling Securityholders.
On August 2, 2021, Reinvent Technology Partners Z, a Cayman Islands exempted company
(RTPZ), consummated the business combination pursuant to the Agreement and Plan of Merger, dated as of March 3, 2021 (the Merger Agreement), by and among RTPZ, RTPZ Merger Sub Inc., a Delaware corporation and a direct
wholly owned subsidiary of RTPZ (Merger Sub), and Hippo Enterprises Inc., a Delaware corporation (Old Hippo). As contemplated by the Merger Agreement, RTPZ was domesticated as a Delaware corporation and changed its name to
Hippo Holdings Inc. (the Domestication). Following the Domestication, Merger Sub merged with and into Old Hippo, the separate corporate existence of Merger Sub ceased and Old Hippo survived as a wholly owned subsidiary of
Hippo Holdings Inc. (the First Merger). Immediately following the First Merger, Old Hippo (as the surviving corporation of the First Merger) merged with and into Hippo Holdings Inc., the separate corporate existence of Old Hippo ceased,
and Hippo Holdings Inc. (Hippo Holdings) became the surviving corporation (together with the First Merger and the Domestication, the Business Combination).
We will receive the proceeds from any exercise of the warrants for cash, but not from the resale of the shares of common stock or warrants by the Selling
Securityholders.
We will bear all costs, expenses and fees in connection with the registration of the shares of common stock and warrants. The Selling
Securityholders will bear all commissions and discounts, if any, attributable to their respective sales of the shares of common stock and warrants.
Our
common stock trades on the New York Stock Exchange (the NYSE) under the ticker symbol HIPO and our warrants trade on the NYSE under the ticker symbol HIPO.WS. On December 5, 2022, the closing sale price of
our common stock as reported by the NYSE was $13.56 per share and the closing price of our warrants was $0.0159 per warrant.
Investing in shares of our
common stock or warrants involves risks that are described in the Risk Factors section beginning on page 7 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this
prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of
this prospectus is December 7, 2022.