SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

1,090,110

SHARED VOTING POWER

-0-

SOLE DISPOSITIVE POWER

1,090,110

SHARED DISPOSITIVE POWER

-0-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Hippo Holdings Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

433539103

(CUSIP Number)

Kiyotaka Shuto

Mitsui Sumitomo Insurance Co., Ltd.

9, Kanda-Surugadai

3-chome, Chiyoda-Ku

Tokyo, Japan

+81–3–3259–1302

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 27, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.


CUSIP No. 433539103		13D		Page 2 of 5 Pages


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY] MS&AD Insurance Group Holdings, Inc. Mitsui Sumitomo Insurance Co., Ltd. (TIN: 13-1957438)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Japan

Based on 24,429,711 shares of Common Stock, par value $0.0001 per share, of Hippo Holdings Inc. (the “Issuer”) outstanding as of April 22, 2024 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on May 2, 2024.

2024. Explanatory Note

This Amendment No. 2 to Schedule 13D amends and supplements the information set forth in the Schedule 13D filed by MS & AD Insurance Group Holdings and Mitsui Sumitomo Insurance Co., Ltd. with the SEC on August 12, 2021, as amended by Amendment No. 1 thereto filed with the SEC on February 29, 2024 (the “Schedule 13D”). Except as set forth herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. A capitalized terms used but not otherwise defined herein have the respective meanings ascribed to such terms in the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a)-(b) The information set forth in the cover page above is incorporated herein by reference.

(c) During the 60-day period prior to the date of this Amendment No. 2, the Reporting Persons sold the number of shares of Common Stock indicated below pursuant to open market transactions:


Date	Number of Shares		Average Price Per Share
5/7/24		8,162	$	18.38
5/8/24		3,598		18.61
5/9/24		4,904		18.51
5/10/24		2,010		18.40
5/13/24		3,345		18.47
5/14/24		5,131		18.43
5/15/24		400		18.31
5/16/24		500		17.74
5/17/24		7,764		17.62
5/20/24		6,837		17.92
5/21/24		4,191		17.91
5/22/24		300		17.75
5/23/24		369		17.77
5/24/24		5,988		18.09
5/28/24		10,000		18.54
5/29/24		500		18.46
5/30/24		4,632		18.06
5/31/24		600		18.11
6/3/24		1,723		17.64
6/5/24		5,000		17.75
6/6/24		5,000		17.76
6/7/24		2,943		18.48
6/10/24		1,539		18.01
6/12/24		1,471		17.86
6/24/24		200		16.21
6/27/24		5,000		16.47

(d)–(e) Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

July 1, 2024

MITSUI SUMITOMO INSURANCE CO., LTD.

/s/ Kiyotaka Shuto

Kiyotaka Shuto

Authorized Signatory