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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Skyward Specialty Insurance Group, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41591 SKYWARD SPECI |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41591 SKYWARD SPECI |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41591 SKYWARD SPE |
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| July 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 30, 2025 Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 00 |
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| July 30, 2025 |
Exhibit 99.1 Skyward Specialty Insurance Group Reports Second Quarter 2025 Results Houston, TX – July 30, 2025 – Skyward Specialty Insurance Group, Inc. (Nasdaq: SKWD) (“Skyward Specialty” or the “Company”) today reported second quarter 2025 net income of $38.8 million, or $0.93 per diluted share, compared to $31.0 million, or $0.75 per diluted share, for the same 2024 period. Net income for the f |
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| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 (May 7, 2025) Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or org |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41591 SKYWARD SP |
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| May 1, 2025 |
Exhibit 99.1 Skyward Specialty Insurance Group Reports First Quarter 2025 Results Houston, TX – May 1, 2025 – Skyward Specialty Insurance Group, Inc. (Nasdaq: SKWD) (“Skyward Specialty” or the “Company”) today reported first quarter 2025 net income of $42.1 million, or $1.01 per diluted share, compared to $36.8 million, or $0.90 per diluted share, for the same 2024 period. Adjusted operating incom |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 1, 2025 Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001- |
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| March 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Ru |
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| March 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Ru |
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| March 5, 2025 |
Calculation of Filing Fee Tables S-8 Skyward Specialty Insurance Group, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Common Stock, $0.01 par value per share 457(a) 802,558 $ 51.28 $ 41,155,174.24 0.0001531 $ 6, |
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| March 5, 2025 |
Exhibit 99.21 SKYWARD SPECIALTY INSURANCE GROUP, INC. RESTRICTED STOCK UNITS NOTICE UNDER THE SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 LONG-TERM INCENTIVE PLAN Name of Grantee: This Notice evidences the award of restricted stock units (each, a “RSU,” and collectively, the “RSUs”) of Skyward Specialty Insurance Group, Inc., a Delaware corporation (the “Company”), that have been granted to you p |
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| March 5, 2025 |
Exhibit 99.27 SKYWARD SPECIALTY INSURANCE GROUP, INC. LONG-TERM CASH BONUS INCENTIVE PLAN As Effective February 25, 2025 I. Purpose. The purpose of the Skyward Specialty Insurance Group, Inc. Long-Term Cash Bonus Incentive Plan is to promote the interests of Skyward Specialty Insurance Group, Inc. by providing both an incentive and a financial reward to certain senior leaders and other |
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| March 5, 2025 |
Exhibit 99.22 SKYWARD SPECIALTY INSURANCE GROUP, INC. RESTRICTED STOCK UNITS NOTICE UNDER THE SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 LONG-TERM INCENTIVE PLAN Name of Grantee: This Notice evidences the award of restricted stock units (each, a “RSU,” and collectively, the “RSUs”) of Skyward Specialty Insurance Group, Inc., a Delaware corporation (the “Company”), that have been granted to you p |
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| March 5, 2025 |
As filed with the Securities and Exchange Commission on March 5, 2025 As filed with the Securities and Exchange Commission on March 5, 2025 Registration No. |
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| March 5, 2025 |
Exhibit 99.23 SKYWARD SPECIALTY INSURANCE GROUP, INC. PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT UNDER THE SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 LONG-TERM INCENTIVE PLAN (COMBINED RATIO) Name of Grantee: This Notice evidences the award of performance-based restricted stock units (each, a “PSU,” and collectively, the “PSUs”) of Skyward Specialty Insurance Group, Inc., a Delaware corp |
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| March 5, 2025 |
Exhibit 99.26 SKYWARD SPECIALTY INSURANCE GROUP, INC. PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT UNDER THE SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 LONG-TERM INCENTIVE PLAN (Relative GBVPS) Name of Grantee: This Notice evidences the award of performance-based restricted stock units (each, a “PSU,” and collectively, the “PSUs”) of Skyward Specialty Insurance Group, Inc., a Delaware cor |
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| March 5, 2025 |
Exhibit 99.24 SKYWARD SPECIALTY INSURANCE GROUP, INC. PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT UNDER THE SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 LONG-TERM INCENTIVE PLAN (COMBINED RATIO) Name of Grantee: This Notice evidences the award of performance-based restricted stock units (each, a “PSU,” and collectively, the “PSUs”) of Skyward Specialty Insurance Group, Inc., a Delaware cor |
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| March 5, 2025 |
Exhibit 99.25 SKYWARD SPECIALTY INSURANCE GROUP, INC. PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT UNDER THE SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 LONG-TERM INCENTIVE PLAN (Relative GBVPS) Name of Grantee: This Notice evidences the award of performance-based restricted stock units (each, a “PSU,” and collectively, the “PSUs”) of Skyward Specialty Insurance Group, Inc., a Delaware corp |
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| March 3, 2025 |
Form of Severance Agreement between the Company and executive officers (other than the CEO) EXHIBIT 10.30 Severance Agreement For [] (“Employee”) If Skyward Service Company (the “Company”) terminates Employee’s employment without cause or Employee terminates his/her employment for “Good Reason,” the Company will pay the Employee an amount equal to twelve (12) months of Employee’s base salary, following the termination date, payable in roughly equal installments in accordance with the Com |
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| March 3, 2025 |
Skyward Specialty Insurance Securities Trading Policy Securities Trading Policy Adopted: 2023-01-12 Last Amended: 2024-11-07 Table of Contents 1. |
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| March 3, 2025 |
List of Subsidiaries of the Company EXHIBIT 21.1 SKYWARD SPECIALTY INSURANCE GROUP, INC. ORGANIZATION CHART |
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| March 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41591 SKYWARD SPECIAL |
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| March 3, 2025 |
EXHIBIT 10.22 SKYWARD SPECIALTY INSURANCE GROUP, INC. DEFERRED RESTRICTED STOCK UNITS NOTICE UNDER THE SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 LONG-TERM INCENTIVE PLAN Name of Grantee: This Notice evidences the award of deferred restricted stock units (each, an “DSU,” and collectively, the “DSUs”) of Skyward Specialty Insurance Group, Inc., a Delaware corporation (the “Company”), that have be |
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| March 3, 2025 |
EXHIBIT 10.31 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“First Amendment”) is effective as of the 1st day of March, 2025 by and among SKYWARD SPECIALTY INSURANCE GROUP, INC., SKYWARD SERVICE COMPANY, (together “Company’), and ANDREW ROBINSON, (“Executive”). WITNESSETH: WHEREAS, the Company and the Executive entered into that certain Employment Agreemen |
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| February 25, 2025 |
Exhibit 99.1 Skyward Specialty Insurance Group Reports Fourth Quarter 2024 Results Houston, TX – February 25, 2025 – Skyward Specialty Insurance Group, Inc. (Nasdaq: SKWD) (“Skyward Specialty” or the “Company”) today reported fourth quarter 2024 net income of $14.4 million, or $0.35 per diluted share, compared to $29.3 million, or $0.74 per diluted share, for the same 2023 period. Net income for t |
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| February 25, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 25, 2025 Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization |
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| February 5, 2025 |
Commutation Agreement dated January 31, 2025 EXHIBIT 10.1 COMMUTATION AND RELEASE AGREEMENT THIS COMMUTATION AND RELEASE AGREEMENT (the “Agreement”) is made on the 31st day of January 2025 BETWEEN: (1)R&Q Re (Bermuda) Ltd., acting in respect of the HIIG Segregated Account (in such capacity “RQRE”); (2)HIIG Re (k/n/a Skyward Re) (“SRE”); and (3)Houston Specialty Insurance Company, Imperium Insurance Company, and Great Midwest Insurance Compan |
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| February 5, 2025 |
Skyward Specialty Insurance Group, Inc. Reconciliation of Non-GAAP Financial Measures Exhibit 99.1 Skyward Specialty Commutes the LPT, Announces Preliminary Fourth Quarter 2024 Results and Provides Guidance for 2025 Houston, TX – February 05, 2025 – Skyward Specialty Insurance Group, Inc. (Nasdaq: SKWD) (“Skyward Specialty” or the “Company”) today announced that it commuted the Loss Portfolio Transfer and Adverse Development and Retrocession Agreement (“LPT”) with R&Q Re (Bermuda) |
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| February 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2025 (February 5, 2025) Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporati |
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| November 13, 2024 |
SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Skyward Specialty Insurance Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 830940102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the a |
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| November 12, 2024 |
SC 13G 1 jch20241107sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 Skyward Specialty Insurance Group, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 830940102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the ap |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41591 SKYWAR |
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| October 29, 2024 |
Exhibit 99.1 Skyward Specialty Insurance Group Reports Third Quarter 2024 Results Houston, TX – October 29, 2024 – Skyward Specialty Insurance Group, Inc. (Nasdaq: SKWD) (“Skyward Specialty” or the “Company”) today reported third quarter 2024 net income of $36.7 million, or $0.89 per diluted share, compared to $21.7 million, or $0.57 per diluted share, for the same 2023 period. Net income for the |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 29, 2024 Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) |
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| September 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2024 (August 30, 2024) Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporati |
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| September 9, 2024 |
Advances and Security Agreement by and between HSIC and FHLB Exhibit 10.1 ADVANCES AND SECURITY AGREEMENT This Advances and Security Agreement (“Agreement”) is made as of August 1st, 2023 , between the Federal Home Loan Bank of Dallas (“Bank”), with its principal office located at 8500 Freeport Parkway South, Suite 600, Irving, Texas 75063, mailing address: P.O. Box 619026, Dallas, Texas 75261-9026 and Houston Specialty Insurance Company a Insurance Company |
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| August 8, 2024 |
EXHIBIT 10.1 SKYWARD SPECIALTY INSURANCE GROUP, INC. RESTRICTED STOCK UNITS NOTICE UNDER THE SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 LONG-TERM INCENTIVE PLAN Name of Grantee: /Participant Name/ This Notice evidences the award of restricted stock units (each, an “RSU,” and collectively, the “RSUs”) of Skyward Specialty Insurance Group, Inc., a Delaware corporation (the “Company”), that have be |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41591 SKYWARD SPE |
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| August 5, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 5, 2024 Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 0 |
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| August 5, 2024 |
Exhibit 99.1 Skyward Specialty Insurance Group Reports Second Quarter 2024 Results Houston, TX – August 5, 2024 – Skyward Specialty Insurance Group, Inc. (Nasdaq: SKWD) (“Skyward Specialty” or the “Company”) today reported second quarter 2024 net income of $31.0 million, or $0.75 per diluted share, compared to $19.5 million, or $0.51 per diluted share, for the same 2023 period. Net income for the |
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| May 14, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 (May 9, 2024) Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or org |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Skyward Specialty Insurance Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 830940102 (CUSIP Number) May 9, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig |
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| May 7, 2024 |
Exhibit 1.1 4,400,000 shares of Common Stock SKYWARD SPECIALTY INSURANCE GROUP, INC. UNDERWRITING AGREEMENT May 6, 2024 Barclays Capital Inc. Keefe, Bruyette & Woods, Inc. Jefferies LLC, As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue New Yo |
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| May 7, 2024 |
Skyward Specialty ANNOUNCES PRICING OF its secondary offering of its common stock Exhibit 99.2 Skyward Specialty ANNOUNCES PRICING OF its secondary offering of its common stock HOUSTON, TX. – May 6, 2024 –Skyward Specialty Insurance Group, Inc. (NASDAQ: SKWD) (“Skyward Specialty” or the “Company”) a leader in the specialty property and casualty (“P&C”) market, announced the pricing of its secondary offering of 4,400,000 shares being offered by The Westaim Corporation, through i |
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| May 7, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLE 424(b)(7) (Form Type) Skyward Specialty Insurance Group, Inc. |
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| May 7, 2024 |
Skyward Specialty ANNOUNCES secondary offering of its common stock Exhibit 99.1 Skyward Specialty ANNOUNCES secondary offering of its common stock HOUSTON, TX. – May 6, 2024 –Skyward Specialty Insurance Group, Inc. (NASDAQ: SKWD) (“Skyward Specialty” or the “Company”) a leader in the specialty property and casualty (“P&C”) market, announced that The Westaim Corporation (“Westaim”), through its wholly-owned subsidiary, Westaim HIIG GP Inc. (the “Selling Stockholde |
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| May 7, 2024 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 6, 2024 Skyward Specialty Insurance Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State of Incorporation) 001-41591 14-1957288 Commission File Number (I |
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| May 7, 2024 |
4,400,000 Shares Skyward Specialty Insurance Group, Inc. Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration File No. 333-279129 PROSPECTUS SUPPLEMENT (To Prospectus dated May 6, 2024) 4,400,000 Shares Skyward Specialty Insurance Group, Inc. Common Stock The selling stockholder named in this prospectus supplement is offering 4,400,000 shares of our common stock. We will not receive any proceeds from the sale of shares by the selling stock |
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| May 6, 2024 |
Form of Indenture (filed herewith). Exhibit 4.2 SKYWARD SPECIALTY INSURANCE GROUP, INC. INDENTURE Dated as of [·] [·] Trustee TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01. Certain Terms Defined 1 Section 1.02. Other Definitions 6 Section 1.03. Rules of Construction 6 ARTICLE 2 SECURITY FORMS 6 Section 2.01. Forms Generally 6 Section 2.02. Guarantees by Guarantor; Form of Guarantee; Release of Guarantee 7 Section 2.03. |
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| May 6, 2024 |
TABLE OF CONTENTS The information in this preliminary prospectus is not complete and may be changed. |
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| May 6, 2024 |
Filing Fee Table (filed herewith). Exhibit 107 Calculation of Filing Fee Tables Form S-3ASR (Form Type) Skyward Specialty Insurance Group, Inc. |
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| May 6, 2024 |
As filed with the Securities and Exchange Commission on May 6, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 6, 2024 Registration No. |
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| May 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41591 SKYWARD SP |
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| May 1, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 1, 2024 Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001- |
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| May 1, 2024 |
Exhibit 99.1 Skyward Specialty Insurance Group Reports First Quarter 2024 Results Houston, TX – May 1, 2024 – Skyward Specialty Insurance Group, Inc. (Nasdaq: SKWD) (“Skyward Specialty” or the “Company”) today reported first quarter 2024 net income of $36.8 million, or $0.90 per diluted share, compared to $15.6 million, or $0.42 per diluted share. for the same 2023 period. Adjusted operating incom |
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| April 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only ( |
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| April 5, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Skyward Specialty Insurance Group, Inc. |
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| April 5, 2024 |
As filed with the Securities and Exchange Commission on April 5, 2024 As filed with the Securities and Exchange Commission on April 5, 2024 Registration No. |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Ru |
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| April 1, 2024 |
EXHIBIT 10.13 SKYWARD SPECIALTY INSURANCE GROUP, INC. PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT UNDER THE SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 LONG-TERM INCENTIVE PLAN (Relative GBVPS) Name of Grantee: This Notice evidences the award of performance-based restricted stock units (each, a “PSU,” and collectively, the “PSUs”) of Skyward Specialty Insurance Group, Inc., a Delaware corp |
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| April 1, 2024 |
Amended Form of Performance Cash Units Agreement under the Company’s Long-Term Incentive Plan. EXHIBIT 10.16 SKYWARD SPECIALTY INSURANCE GROUP, INC. PERFORMANCE UNIT AGREEMENT UNDER THE SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 LONG-TERM INCENTIVE PLAN (COMBINED RATIO) Name of Grantee: This Notice evidences the award of cash-settled performance stock units (each, a “PU,” and collectively, the “PUs”) of Skyward Specialty Insurance Group, Inc., a Delaware corporation (the “Company”), that |
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| April 1, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only ( |
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| April 1, 2024 |
EXHIBIT 10.26 SECOND AMENDMENT AGREEMENT TO THE INVESTMENT MANAGEMENT AGREEMENT THIS SECOND AMENDMENT AGREEMENT TO THE INVESTMENT MANAGEMENT AGREEMENT (the “Second Amendment Agreement”) is entered into this December 8, 2023, with an effective date as of December 8, 2023, between Houston Specialty Insurance Company, Imperium Insurance Company and Great Midwest Insurance Company (collectively the “C |
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| April 1, 2024 |
EXHIBIT 10.17 SKYWARD SPECIALTY INSURANCE GROUP, INC. RESTRICTED STOCK UNITS NOTICE UNDER THE SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 LONG-TERM INCENTIVE PLAN Name of Grantee: This Notice evidences the award of restricted stock units (each, a “RSU,” and collectively, the “RSUs”) of Skyward Specialty Insurance Group, Inc., a Delaware corporation (the “Company”), that have been granted to you p |
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| April 1, 2024 |
EXHIBIT 10.28 FIRST AMENDMENT THIS FIRST AMENDMENT, dated as of February 26, 2024 (this “Agreement”), is by and among SKYWARD SPECIALTY INSURANCE GROUP, INC., a Delaware corporation (the “Borrower”), the Lenders party hereto (which, for the avoidance of doubt, constitute the Required Lenders), and TRUIST BANK, in its capacities as administrative agent for the Lenders (in such capacity, the “Admini |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41591 SKYWARD SPECIAL |
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| April 1, 2024 |
EXHIBIT 10.15 SKYWARD SPECIALTY INSURANCE GROUP, INC. PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT UNDER THE SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 LONG-TERM INCENTIVE PLAN (COMBINED RATIO) Name of Grantee: This Notice evidences the award of performance-based restricted stock units (each, a “PSU,” and collectively, the “PSUs”) of Skyward Specialty Insurance Group, Inc., a Delaware corp |
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| April 1, 2024 |
EXHIBIT 10.18 SKYWARD SPECIALTY INSURANCE GROUP, INC. RESTRICTED STOCK UNITS NOTICE UNDER THE SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 LONG-TERM INCENTIVE PLAN Name of Grantee: This Notice evidences the award of restricted stock units (each, a “RSU,” and collectively, the “RSUs”) of Skyward Specialty Insurance Group, Inc., a Delaware corporation (the “Company”), that have been granted to you p |
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| April 1, 2024 |
Policy for Recovery of Erroneously Awarded Incentive Compensation (“Clawback Policy”) EXHIBIT 97 SKYWARD SPECIALTY INSURANCE GROUP, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED INCENTIVE COMPENSATION (Adopted November 9, 2023) 1. INTRODUCTION Skyward Specialty Insurance Group, Inc. (the “Company”) is adopting this policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) erroneously awarded to Affected Officers (as defined |
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| April 1, 2024 |
EXHIBIT 10.14 SKYWARD SPECIALTY INSURANCE GROUP, INC. PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT UNDER THE SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 LONG-TERM INCENTIVE PLAN (COMBINED RATIO) Name of Grantee: This Notice evidences the award of performance-based restricted stock units (each, a “PSU,” and collectively, the “PSUs”) of Skyward Specialty Insurance Group, Inc., a Delaware corp |
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| April 1, 2024 |
EXHIBIT 10.19 SKYWARD SPECIALTY INSURANCE GROUP, INC. LONG-TERM CASH BONUS INCENTIVE PLAN Effective as of February , 2024 I.Purpose. The purpose of the Skyward Specialty Insurance Group, Inc. Long-Term Cash Bonus Incentive Plan is to promote the interests of Skyward Specialty Insurance Group, Inc. by providing both an incentive and a financial reward to Underwriting Division Leaders and certain se |
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| February 20, 2024 |
Exhibit 99.1 Skyward Specialty Insurance Group Reports Fourth Quarter 2023 Results Houston, TX – February 20, 2024 – Skyward Specialty Insurance Group, Inc.TM (Nasdaq: SKWD) (“Skyward Specialty” or the “Company”) today reported fourth quarter 2023 net income of $29.3 million, or $0.74 per diluted share, compared to $20.4 million, or $0.63 per diluted share, for the same 2022 period. Net income for |
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| February 20, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 20, 2024 Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization |
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| February 8, 2024 |
SC 13G 1 ea193235-13gwestaimskyward.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Skyward Specialty Insurance Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 830940102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Stat |
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| February 8, 2024 |
Joint Filing Agreement, dated as of February 8, 2024, by and among the Reporting Persons EX-99.1 2 ea193235ex99-1skyward.htm JOINT FILING AGREEMENT, DATED AS OF FEBRUARY 8, 2024, BY AND AMONG THE REPORTING PERSONS EXHIBIT 99.1 JOINT FILING AGREEMENT Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this agreement is attached |
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| December 14, 2023 |
SKYWARD SPECIALTY ADDS MICHAEL MORRISSEY TO ITS BOARD OF DIRECTORS Exhibit 99.1 SKYWARD SPECIALTY ADDS MICHAEL MORRISSEY TO ITS BOARD OF DIRECTORS HOUSTON, TX. – December 14, 2023 – Skyward Specialty Insurance Group Inc.TM (NASDAQ: SKWD) (“Skyward Specialty” or “the Company”), a leader in the specialty property and casualty (“P&C”) market, is pleased to announce the addition of Mike Morrissey, CFA to its Board of Directors effective December 14, 2023. During his |
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| December 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2023 Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization |
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| November 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2023 Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization |
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| November 30, 2023 |
Skyward Specialty announces leadership changes to its board of directors Exhibit 99.1 Skyward Specialty announces leadership changes to its board of directors HOUSTON, TX. – November 30, 2023 –Skyward Specialty Insurance Group, Inc.TM (NASDAQ: SKWD) (“Skyward Specialty” or “the Company”) a leader in the specialty property and casualty (P&C) market, announced a series of changes to its Board of Directors (the “Board”) effective Thursday, November 30, 2023. Cameron MacDo |
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| November 16, 2023 |
5,000,000 Shares Skyward Specialty Insurance Group, Inc. Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-275500 5,000,000 Shares Skyward Specialty Insurance Group, Inc. Common Stock This is a public offering of shares of common stock of Skyward Specialty Insurance Group, Inc. We are offering 2,150,000 shares of our common stock. The selling stockholder identified in this prospectus is offering an additional 2,850,000 shares of |
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| November 15, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Skyward Specialty Insurance Group, Inc. |
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| November 15, 2023 |
As filed with the Securities and Exchange Commission on November 15, 2023. As filed with the Securities and Exchange Commission on November 15, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SKYWARD SPECIALTY INSURANCE GROUP, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) |
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| November 13, 2023 |
Form of Underwriting Agreement. Exhibit 1.1 shares of Common Stock SKYWARD SPECIALTY INSURANCE GROUP, INC. UNDERWRITING AGREEMENT , 2023 Barclays Capital Inc. Keefe, Bruyette & Woods, Inc. Jefferies LLC, As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue New York, New York 10 |
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| November 13, 2023 |
VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| November 13, 2023 |
As filed with the Securities and Exchange Commission on November 13, 2023. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 13, 2023. |
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| November 13, 2023 |
Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue New York, New York 10019 Jefferies LLC 520 Madison Avenue New York, New York 10022 November 13, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Robert Arzonetti Re: Skyward Specialty Insurance Group |
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| November 13, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Skyward Specialty Insurance Group, Inc. |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41591 SKYWAR |
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| November 6, 2023 |
Exhibit 99.1 Skyward Specialty Insurance Group Reports Third Quarter 2023 Results Houston, TX – November 6, 2023 – Skyward Specialty Insurance Group, Inc. (Nasdaq: SKWD) (“Skyward Specialty” or the “Company”) today reported third quarter 2023 net income of $21.7 million, or $0.57 per diluted share, compared to a net loss of $2.4 million, or $0.15 per diluted share, for the same 2022 period. Net in |
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| November 6, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 6, 2023 Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) |
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| October 11, 2023 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on October 11, 2023. |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 15, 2023 (August 14, 2023) Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41591 14-1957288 (State or other jurisdic |
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| August 15, 2023 |
Skyward Specialty Welcomes Gena Ashe to Board of Directors Exhibit 99.1 Skyward Specialty Welcomes Gena Ashe to Board of Directors HOUSTON, TX. – August 15, 2023 –Skyward Specialty Insurance Group Inc.TM (NASDAQ: SKWD) ("Skyward Specialty" or "the Company"), a leader and innovator in the specialty property and casualty market, is pleased to announce the addition of Gena Ashe to its Board of Directors as an independent director effective August 14, 2023. M |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41591 SKYWARD SPE |
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| August 8, 2023 |
Exhibit 99.1 Skyward Specialty Insurance Group Reports Second Quarter 2023 Results Houston, TX – August 8, 2023 – Skyward Specialty Insurance Group, Inc. (Nasdaq: SKWD) (“Skyward Specialty” or the “Company”) today reported second quarter 2023 net income of $19.5 million, or $0.51 per diluted share, compared to $5.1 million, or $0.16 per diluted share, for the same 2022 period. Net income for the f |
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| August 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 8, 2023 Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 0 |
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| June 8, 2023 |
3,850,000 Shares Skyward Specialty Insurance Group, Inc. Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-272427 3,850,000 Shares Skyward Specialty Insurance Group, Inc. Common Stock The selling stockholders are offering 3,850,000 shares of our common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. Our common stock is listed on the Nasdaq Global Select Market (“Nasdaq”) under the symb |
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| June 6, 2023 |
As filed with the Securities and Exchange Commission on June 6, 2023. As filed with the Securities and Exchange Commission on June 6, 2023. Registration No. 333-272427 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SKYWARD SPECIALTY INSURANCE GROUP, INC. (Exact name of Registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation |
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| June 5, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Skyward Specialty Insurance Group, Inc. |
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| June 5, 2023 |
Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue New York, New York 10019 June 5, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Madeline Mateo Re: Skyward Specialty Insurance Group, Inc. Registration Statement on Form S-1 File No. 333-272427 Acc |
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| June 5, 2023 |
June 5, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 5, 2023 |
As filed with the Securities and Exchange Commission on June 5, 2023. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 5, 2023. |
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| June 5, 2023 |
Form of Underwriting Agreement. Exhibit 1.1 shares of Common Stock SKYWARD SPECIALTY INSURANCE GROUP, INC. UNDERWRITING AGREEMENT , 2023 Barclays Capital Inc. Keefe, Bruyette & Woods, Inc., As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue New York, New York 10019 Ladies and |
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| May 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001 |
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| May 25, 2023 |
DRS 1 filename1.htm TABLE OF CONTENTS Confidential Treatment Requested by Skyward Specialty Insurance Group, Inc. Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on May 25, 2023. Registration No. 333-268326 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 19 |
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| May 16, 2023 |
Skyward Specialty Adds Anthony J. Kuczinski to Board of Directors Exhibit 99.1 Skyward Specialty Adds Anthony J. Kuczinski to Board of Directors May 16, 2023 HOUSTON, May 16, 2023 (GLOBE NEWSWIRE) - Skyward Specialty Insurance Group Inc.TM (NASDAQ: SKWD) (“Skyward Specialty” or “the Company”), a leader in the specialty property and casualty market, is pleased to announce the addition of Anthony J. Kuczinski to its Board of Directors effective August 1, 2023. Wit |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 15, 2023 Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41591 14-1957288 (State or other jurisdiction of incorporation |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00 |
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| May 9, 2023 |
Exhibit 99.1 Skyward Specialty Insurance Group Reports First Quarter 2023 Results Houston, TX – May 9, 2023 – Skyward Specialty Insurance Group, Inc. (Nasdaq: SKWD) (“Skyward Specialty” or the “Company”) today reported first quarter 2023 net income of $15.6 million, or $0.42 per diluted share, compared to $16.3 million, or $0.50 per diluted share, for the same 2022 period. Adjusted operating incom |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 9, 2023 Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001- |
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| April 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only ( |
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| April 14, 2023 |
DEFA14A 1 tm237395d2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of |
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| April 14, 2023 |
our Definitive Proxy Statement on Schedule 14A, filed on April 14, 2023 TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only ( |
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| April 3, 2023 |
EXHIBIT 10.1 Execution Version Deal CUSIP: 83089LAA1 Revolver CUSIP: 83089LAB9 CREDIT AGREEMENT dated as of March 29, 2023 among SKYWARD SPECIALTY INSURANCE GROUP, INC., as the Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and TRUIST BANK, as Administrative Agent TRUIST SECURITIES, INC. as Left Lead Arranger and Joint Book Runner and CITIZENS BANK, N.A., and BMO HARRIS BANK N.A. as Joint Lea |
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| April 3, 2023 |
EXHIBIT 10.2 Execution Version GUARANTY AGREEMENT This GUARANTY AGREEMENT, dated as of March 29, 2023, is made by SKYWARD SERVICE COMPANY, a Delaware corporation (“Skyward Service”) and SKYWARD UNDERWRITERS AGENCY, INC., a Texas corporation (“Skyward Underwriters”; and together with Skyward Service and any Person who becomes a “Guarantor” pursuant to the terms hereof after the date hereof, collect |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 0 |
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| March 28, 2023 |
EXHIBIT 10.11 SKYWARD SPECIALTY INSURANCE GROUP, INC. PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT UNDER THE SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 LONG-TERM INCENTIVE PLAN (Relative GBVPS) Name of Grantee: This Notice evidences the award of performance-based restricted stock units (each, an “PSU,” and collectively, the “PSUs”) of Skyward Specialty Insurance Group, Inc., a Delaware cor |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-415 |
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| March 28, 2023 |
EXHIBIT 10.10 SKYWARD SPECIALTY INSURANCE GROUP, INC. PERFORMANCE-BASED RESTRICTED STOCK UNITS AGREEMENT UNDER THE SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 LONG-TERM INCENTIVE PLAN (COMBINED RATIO) Name of Grantee: This Notice evidences the award of performance-based restricted stock units (each, an “PSU,” and collectively, the “PSUs”) of Skyward Specialty Insurance Group, Inc., a Delaware cor |
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| March 28, 2023 |
EXHIBIT 10.12 SKYWARD SPECIALTY INSURANCE GROUP, INC. PERFORMANCE UNIT AGREEMENT UNDER THE SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 LONG-TERM INCENTIVE PLAN (COMBINED RATIO) Name of Grantee: This Notice evidences the award of cash-settled performance stock units (each, an “PU,” and collectively, the “PUs”) of Skyward Specialty Insurance Group, Inc., a Delaware corporation (the “Company”), that |
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| March 28, 2023 |
EXHIBIT 4.2 DESCRIPTION OF CAPITAL STOCK REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the capital stock of Skyward Specialty Insurance Group, Inc. (“we,” “us” and “our”) is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our Amended and Restated Certificate of Incorporation (“Ce |
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| February 28, 2023 |
Exhibit 99.1 Skyward Specialty Insurance Group Reports Fourth Quarter 2022 Results Houston, TX – February 28, 2023 – Skyward Specialty Insurance Group, Inc. (Nasdaq: SKWD) (“Skyward Specialty” or the “Company”) today reported fourth quarter 2022 net income of $20.4 million, or $0.63 per diluted share, compared to $1.3 million, or $0.04 per diluted share, for the same 2021 period. Adjusted operatin |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 28, 2023 Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization |
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| January 18, 2023 |
Exhibit 3.2 AMENDED AND RESTATED Bylaws of SKYWARD SPECIALTY INSURANCE GROUP, INC. Effective as of January 18, 2023 ARTICLE I CORPORATE OFFICES 1.1 Registered Office. The address of the registered office of Skyward Specialty Insurance Group, Inc. (the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Corporation’s certificat |
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| January 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 18, 2023 Skyward Specialty Insurance Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41591 14-1957288 (State or other jurisdiction of incorpora |
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| January 18, 2023 |
SKYWARD SPECIALTY ANNOUNCES CLOSING OF INITIAL PUBLIC OFFERING Exhibit 99.2 SKYWARD SPECIALTY ANNOUNCES CLOSING OF INITIAL PUBLIC OFFERING Houston, TX – (January 18, 2023) - Skyward Specialty Insurance Group, Inc. ("Skyward Specialty" or the "Company") announced today the closing of its upsized initial public offering of 8,952,383 shares of its common stock, consisting of 4,750,000 shares sold by Skyward Specialty and 4,202,383 shares sold by selling stockhol |
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| January 18, 2023 |
SKYWARD SPECIALTY ANNOUNCES PRICING OF UPSIZED INITIAL PUBLIC OFFERING Exhibit 99.1 SKYWARD SPECIALTY ANNOUNCES PRICING OF UPSIZED INITIAL PUBLIC OFFERING Houston, TX – (January 12, 2023) - Skyward Specialty Insurance Group, Inc. ("Skyward Specialty" or the “Company") announced today that it has priced its upsized initial public offering of 8,952,383 shares of its common stock, with 4,750,000 shares being offered by Skyward Specialty and 4,202,383 shares being sold b |
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| January 18, 2023 |
EX-3.1 2 tm233575d1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SKYWARD SPECIALTY INSURANCE GROUP, INC. a Delaware corporation (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Skyward Specialty Insurance Group, Inc., (the “Corporation”) a corporation organized and existing under and by virtue of the provisions of t |
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| January 13, 2023 |
8,952,383 Shares Skyward Specialty Insurance Group, Inc. Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-268326 8,952,383 Shares Skyward Specialty Insurance Group, Inc. Common Stock This is an initial public offering of shares of common stock of Skyward Specialty Insurance Group, Inc. We are offering 4,750,000 shares of common stock. The selling stockholders identified in this prospectus are offering an additional 4,202,383 sha |
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| January 12, 2023 |
EX-99.5 5 tm233124d1ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN Table of Contents Page 1. Establishment, Purpose and Term of Plan 1 1.1 Establishment 1 1.2 Purpose 1 1.3 Term of Plan 1 2. Definitions and Construction 1 2.1 Definitions 1 2.2 Construction 5 3. Administration 5 3.1 Administration by the Committee 5 3.2 Authority of Of |
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| January 12, 2023 |
the Form 8-A, filed on January 12, 2023. 8-A12B 1 tm228594d208a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SKYWARD SPECIALTY INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 14-1957288 (State of incorporation or organization) (I.R |
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| January 12, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Skyward Specialty Insurance Group, Inc. |
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| January 12, 2023 |
Exhibit 99.8 Grant No.: SKYWARD SPECIALTY INSURANCE GROUP, INC. NONSTATUTORY STOCK OPTION NOTICE This Notice evidences the award of nonstatutory stock options (each, an “Option” or collectively, the “Options”) that have been granted to you, [NAME], subject to and conditioned upon your agreement to the terms of the attached Nonstatutory Stock Option Agreement (the “Agreement”). The Options entitle |
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| January 12, 2023 |
Exhibit 99.9 Grant No.: SKYWARD SPECIALTY INSURANCE GROUP, INC. INCENTIVE STOCK OPTION NOTICE This Notice evidences the award of stock options (each, an “Option” or collectively, the “Options”) that have been granted to you, [NAME], subject to and conditioned upon your agreement to the terms of the attached Incentive Stock Option Agreement (the “Agreement”). The Options entitle you to purchase sha |
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| January 12, 2023 |
As filed with the Securities and Exchange Commission on January 12, 2023 As filed with the Securities and Exchange Commission on January 12, 2023 Registration No. |
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| January 12, 2023 |
Exhibit 99.6 SKYWARD SPECIALTY INSURANCE GROUP, INC. RESTRICTED STOCK UNITS NOTICE UNDER THE SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 LONG-TERM INCENTIVE PLAN Name of Grantee: This Notice evidences the award of restricted stock units (each, an “RSU,” and collectively, the “RSUs”) of Skyward Specialty Insurance Group, Inc., a Delaware corporation (the “Company”), that have been granted to you p |
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| January 12, 2023 |
Exhibit 99.4 SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS 1. History; Existence of the Plan 1 2. Purposes of the Plan 1 3. Terminology 1 4. Administration 1 (a) Administration of the Plan 1 (b) Powers of the Administrator 1 (c) Delegation of Administrative Authority 3 (d) Non-Uniform Determinations 3 (e) Limited Liability; Advisors 3 (f) Indemnification 3 |
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| January 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A Amendment No. 1 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SKYWARD SPECIALTY INSURANCE GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 14-1957288 (State of incorporation or organization) (I.R.S. Employer Identi |
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| January 12, 2023 |
Exhibit 99.7 FORM Restricted Stock Agreement under the Skyward Specialty Insurance Group, Inc. 2022 Long-Term Incentive Plan Grantee: No. of Shares: This Agreement (the “Agreement”) evidences the award of restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the common stock of Skyward Specialty Insurance Group, Inc., a Delaware corporation (the “Company”), granted to |
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| January 10, 2023 |
January 10, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tonya K. Aldave Susan Block Rolf Sundwall Mark Brunhofer Re: Skyward Specialty Insurance Group, Inc. Registration Statement on Form S-1 File No. 333-268326 Acceleration Request Requested Date: January 12, 2023 Requested Time: 4:00 p. |
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| January 10, 2023 |
Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue New York, New York 10019 January 10, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tonya K. Aldave Susan Block Rolf Sundwall Mark Brunhofer Re: Skyward Specialty Insurance Group, Inc. Registration |
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| January 4, 2023 |
As filed with the Securities and Exchange Commission on January 4, 2023. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 4, 2023. |
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| January 4, 2023 |
Form of Underwriting Agreement. EX-1.1 2 tm228594d16ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 shares of Common Stock SKYWARD SPECIALTY INSURANCE GROUP, INC. UNDERWRITING AGREEMENT , 2023 Barclays Capital Inc. Keefe, Bruyette & Woods, Inc., As Representatives of the several Underwriters named in Schedule I attached hereto, c/o Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 c/o Keefe, Bruyette & Woods, Inc. 787 Seventh |
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| January 4, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Skyward Specialty Insurance Group, Inc. |
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| November 14, 2022 |
Amended and Restated Bylaws, to be effective immediately prior to closing of this offering. Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF HOUSTON INTERNATIONAL INSURANCE GROUP, LTD. AS AMENDED AND RESTATED ON JULY 31, 2014 Capitalized terms used but not defined herein shall have the respective meanings set forth in the Amended and Restated Stockholders? Agreement, dated as of March 12, 2014, among the Company and its stockholders (the ?Stockholders? Agreement?). ARTICLE I Stockholders Secti |
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| November 14, 2022 |
EX-4.1 6 tm228594d12ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 Execution Version AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT By and Among THE STOCKHOLDERS LISTED IN ANNEX A and HOUSTON INTERNATIONAL INSURANCE GROUP, LTD. DATED AS OF MARCH 12, 2014 EXHIBITS Annex A Stockholders Annex B Capitalization Table Annex C Defined Terms Annex D Charter Annex E Bylaws Annex F |
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| November 14, 2022 |
Exhibit 3.3 |
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| November 14, 2022 |
EX-10.6 12 tm228594d12ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 Skyward Specialty Insurance Group, Inc. INDEMNIFICATION AGREEMENT This Indemnification Agreement, dated [], 2021, is made between Skyward Specialty Insurance Group, Inc., a Delaware corporation (the “Company”), and [] (the “Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of talented and experienced in |
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| November 14, 2022 |
Exhibit 10.13 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[***]?. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. CONSULTING AGREEMENT This CONSULTING AGREEMENT AND EXHIBITS (collectively, this ?Agreement?) is made and entered into effectiv |
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| November 14, 2022 |
Exhibit 10.12 JUNE 1, 2021 SUBSURETYSHIP, POWER OF ATTORNEY, AND INDEMNIFICATION AGREEMENT This June 1, 2021 SUBSURETYSHIP, POWER OF ATTORNEY, AND INDEMNIFICATION AGREEMENT (?the June 1, 2021 Agreement?) is made this 1st day of June 2021 by and between EVEREST REINSURANCE COMPANY (?EVEREST?), a Delaware domiciled company with its principal offices at 100 Everest Way, Warren, New Jersey, 07059 and |
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| November 14, 2022 |
Exhibit 10.11 MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT made as of August 1, 2019 (this ?Agreement?) is between Houston International Insurance Group, Ltd., a Delaware corporation (the ?Company?), and Westaim HIIG GP Inc. (the ?Manager?). BACKGROUND 1.????????Westaim IRIG Limited Partnership, an Ontario, Canada limited partnership (the ?Partnership?) owns approximately 71% o |
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| November 14, 2022 |
As filed with the Securities and Exchange Commission on November 14, 2022. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 14, 2022. |
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| November 14, 2022 |
EX-21.1 22 tm228594d12ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 SKYWARD SPECIALTY INSURANCE GROUP, INC. ORGANIZATION CHART As of January 31, 2022 |
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| November 14, 2022 |
Exhibit 10.14 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[***]?. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. CONFIDENTIAL INFORMATION Execution Version LOSS PORTFOLIO TRANSFER AND ADVERSE DEVELOPMENT RETROCESSION AGREEMENT by and among |
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| November 14, 2022 |
EX-10.7 13 tm228594d12ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 Execution Copy EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made on May 22, 2020 by and between HIIG SERVICE COMPANY and HOUSTON INTERNATIONAL INSURANCE GROUP, Ltd. (“HIIG”), both organized under the laws of the state of Delaware (collectively, the “Company”), and Andrew Robinson (“Executive”). W I T N E S S E T H: WHERE |
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| November 14, 2022 |
Exhibit 10.2 EXECUTIVE SUMMARY OF DOCUMENTATION FOR HOUSTON INTERNATIONAL INSURANCE GROUP, LTD. SHARE PURCHASE AND AWARD AGREEMENTS FOR Share Purchase Agreement ? (?Executive?) purchasing shares of Houston International Insurance Group, Ltd. (?HIIG?) common stock (calculated based upon book value as of . ? Purchase price payable 30% ($.00) in cash and 70% ($.00) with a Note. Promissory Note ? Prin |
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| November 14, 2022 |
Exhibit 10.5 SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN Table of Contents Page 1. Establishment, Purpose and Term of Plan 1? 1.1 Establishment 1 1.2 Purpose 1 1.3 Term of Plan 1 2. Definitions and Construction 1 2.1 Definitions 1 2.2 Construction 5 3. Administration 5 3.1 Administration by the Committee 5 3.2 Authority of Officers 6 3.3 Power to Adopt Sub-Plans or Va |
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| November 14, 2022 |
EX-10.4 10 tm228594d12ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 SKYWARD SPECIALTY INSURANCE GROUP, INC. 2022 LONG-TERM INCENTIVE PLAN TABLE OF CONTENTS 1. History; Existence of the Plan 1 2. Purposes of the Plan 1 3. Terminology 1 4. Administration 1 (a) Administration of the Plan 1 (b) Powers of the Administrator 1 (c) Delegation of Administrative Authority 3 (d) Non-Uniform Determinations 3 (e) Limit |
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| November 14, 2022 |
? Exhibit 10.10 ? CLOSING BINDER INDEX ? $100,000,000.00 Credit Facilities from? Prosperity Bank to? Houston International Insurance Group, Ltd. ? Closing Date: December 11, 2019 ? ? ? ? Borrower - Houston International Insurance Group, Ltd. ? ? ? Guarantors - HIIG Service Company HIIG Underwriters Agency, Inc. ? ? ? Borrower?s Counsel - Leslie Shaunty, Vice President-Legal, HIIG Service Company ? |
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| November 14, 2022 |
CONFIDENTIAL TREATMENT REQUESTED BY SKYWARD SPECIALTY INSURANCE GROUP, INC. November 14, 2022 VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Attention: Tonya K. Aldave Susan Block Rolf Sundwall Mark Brunhofer Re: Skyward Specialty Insurance Group, Inc. Registration Statement on Form S-1 CIK No. 0001519449 Ladies and |
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| November 14, 2022 |
EX-FILING FEES 24 tm228594d12ex-fillingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Skyward Specialty Insurance Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registra |
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| November 14, 2022 |
EX-3.1 2 tm228594d12ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SKYWARD SPECIALTY INSURANCE GROUP, INC. a Delaware corporation (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Skyward Specialty Insurance Group, Inc., (the “Corporation”) a corporation organized and existing under and by virtue of the provisions of |
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| November 14, 2022 |
Exhibit 3.2 AMENDED AND RESTATED Bylaws of SKYWARD SPECIALTY INSURANCE GROUP, INC. Effective as of ARTICLE I CORPORATE OFFICES 1.1 Registered Office. The address of the registered office of Skyward Specialty Insurance Group, Inc. (the ?Corporation?) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Corporation?s certificate of incorporatio |
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| November 14, 2022 |
Exhibit 10.3 SKYWARD SPECIALTY INSURANCE GROUP, INC. LONG-TERM INCENTIVE PLAN 1. Purpose The purpose of this Plan is to promote the interests of the Company and its participating Affiliates and Shareholders by enabling the Company and its participating Affiliates to attract, motivate and retain Participants by offering them incentive awards that recognize the creation of value f |
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| November 14, 2022 |
Exhibit 10.15 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[***]?. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. INVESTMENT MANAGEMENT AGREEMENT INVESTMENT MANAGEMENT AGREEMENT (the ?Agreement?), made as of the 6th day of November, 2015, a |
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| November 14, 2022 |
Exhibit 10.1 Houston International Insurance Group, Ltd. 2016 Equity Incentive Program 1. PURPOSE This Program is intended to foster and promote the long-term financial success of Houston International Insurance Group, Ltd., a Delaware corporation (“Company”), by providing stock purchase and matching stock grant opportunities for its key employees and directors. There are two components to the Pro |
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| November 14, 2022 |
EX-10.8 14 tm228594d12ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 PROMISSORY NOTE $. 00 , 2020 Houston, Texas FOR VALUE RECEIVED, the undersigned, (“Participant”), hereby promises to pay to the order of HOUSTON INTERNATIONAL INSURANCE GROUP, LTD., a Delaware corporation (“Company”), at its designated office, in lawful money of the United States of America, the principal sum of AND NO/100 DOLLARS ($.00), |
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| November 14, 2022 |
EX-10.9 15 tm228594d12ex10-9.htm EXHIBIT 10.9 Exhibit 10.9 LEASE AGREEMENT This Lease Agreement (“Lease”) is entered into on this 10th day of December 2008 (the “Effective Date”), by and between MEMORIAL CITY TOWERS, LTD., a Texas limited partnership (“Landlord”) and SOUTHWEST INSURANCE PARTNERS, INC., a Texas corporation (whether one or more, “Tenant”). ARTICLE 1 Reference Provisions Section 1.1 |
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| August 22, 2022 |
[Remainder of page intentionally blank. Signature page follows.] August 22, 2022 VIA EDGAR Office of Finance Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| August 19, 2022 |
DRS/A 1 filename1.htm TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on August 19, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDM |
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| July 8, 2022 |
[Remainder of page intentionally blank. Signature page follows.] July 8, 2022 VIA EDGAR AND OVERNIGHT COURIER Office of Finance Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| July 8, 2022 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on July 8, 2022. |
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| June 8, 2022 |
DRS/A 1 filename1.htm TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on June 8, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT |
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| June 8, 2022 |
INVESTMENT MANAGEMENT AGREEMENT EX-10.15 4 filename4.htm Exhibit 10.15 EXECUTION VERSION INVESTMENT MANAGEMENT AGREEMENT INVESTMENT MANAGEMENT AGREEMENT (the "Agreement"), made as of the 13th day of January, 2016, among Houston Specialty Insurance Company, Imperium Insurance Company and Great Midwest Insurance Company (collectively, the "Client") and Arena Investors, LP, a Delaware limited partnership, as investment adviser (ref |
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| June 8, 2022 |
[Remainder of page intentionally blank. Signature page follows.] June 8, 2022 VIA EDGAR AND OVERNIGHT COURIER Office of Finance Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| June 8, 2022 |
Exhibit 10.14 CONFIDENTIAL INFORMATION Execution Version LOSS PORTFOLIO TRANSFER AND ADVERSE DEVELOPMENT RETROCESSION AGREEMENT by and among R&Q BERMUDA (SAC) LIMITED ACTING IN RESPECT OF THE HIIG SEGREGATED ACCOUNT and HIIG RE and solely for purposes of Article 7, Article 11, Article 12, Article 23, and Article 28 (and Article 2 and Article 30 to the extent relating to any of the foregoing) HOUST |
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| June 8, 2022 |
Exhibit 10.7 Execution Copy EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (?Agreement?) is made on May 22, 2020 by and between HIIG SERVICE COMPANY and HOUSTON INTERNATIONAL INSURANCE GROUP, Ltd. (?HIIG?), both organized under the laws of the state of Delaware (collectively, the ?Company?), and Andrew Robinson (?Executive?). W?I?T?N?E?S?S?E?T?H: WHEREAS, the Company desires to employ Executive as |
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| April 22, 2022 |
Houston International Insurance Group, Ltd. 2016 Equity Incentive Program EX-10.1 5 filename5.htm Exhibit 10.1 Houston International Insurance Group, Ltd. 2016 Equity Incentive Program 1. PURPOSE This Program is intended to foster and promote the long-term financial success of Houston International Insurance Group, Ltd., a Delaware corporation (“Company”), by providing stock purchase and matching stock grant opportunities for its key employees and directors. There are t |
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| April 22, 2022 |
SKYWARD SPECIALTY INSURANCE GROUP, INC. ORGANIZATION CHART Exhibit 21.1 SKYWARD SPECIALTY INSURANCE GROUP, INC. ORGANIZATION CHART As of January 31, 2022 |
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| April 22, 2022 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF HOUSTON INTERNATIONAL INSURANCE GROUP, LTD. AS AMENDED AND RESTATED ON JULY 31, 2014 Capitalized terms used but not defined herein shall have the respective meanings set forth in the Amended and Restated Stockholders? Agreement, dated as of March 12, 2014, among the Company and its stockholders (the ?Stockholders? Agreement?). ARTICLE I Stockholders Secti |
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| April 22, 2022 |
? Exhibit 10.10 ? CLOSING BINDER INDEX ? $100,000,000.00 Credit Facilities from? Prosperity Bank to? Houston International Insurance Group, Ltd. ? Closing Date: December 11, 2019 ? ? ? ? Borrower - Houston International Insurance Group, Ltd. ? ? ? Guarantors - HIIG Service Company HIIG Underwriters Agency, Inc. ? ? ? Borrower?s Counsel - Leslie Shaunty, Vice President-Legal, HIIG Service Company ? |
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| April 22, 2022 |
JUNE 1, 2021 SUBSURETYSHIP, POWER OF ATTORNEY, AND INDEMNIFICATION AGREEMENT Exhibit 10.12 JUNE 1, 2021 SUBSURETYSHIP, POWER OF ATTORNEY, AND INDEMNIFICATION AGREEMENT This June 1, 2021 SUBSURETYSHIP, POWER OF ATTORNEY, AND INDEMNIFICATION AGREEMENT (?the June 1, 2021 Agreement?) is made this 1st day of June 2021 by and between EVEREST REINSURANCE COMPANY (?EVEREST?), a Delaware domiciled company with its principal offices at 100 Everest Way, Warren, New Jersey, 07059 and |
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| April 22, 2022 |
EX-10.13 15 filename15.htm Exhibit 10.13 CONSULTING AGREEMENT This CONSULTING AGREEMENT AND EXHIBITS (collectively, this “Agreement”) is made and entered into effective as of January 1, 2022 (the “Effective Date”), by and between SKYWARD SPECIALTY INSURANCE GROUP, INC., a Delaware corporation (the “Company”), on the one hand, and SLW INTERNATIONAL, LLC (“Consultant”), and for the limited purposes |
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| April 22, 2022 |
Exhibit 10.8 PROMISSORY NOTE $. 00 , 2020 Houston, Texas FOR VALUE RECEIVED, the undersigned, (?Participant?), hereby promises to pay to the order of HOUSTON INTERNATIONAL INSURANCE GROUP, LTD., a Delaware corporation (?Company?), at its designated office, in lawful money of the United States of America, the principal sum of AND NO/100 DOLLARS ($.00), together with interest thereon at the rate set |
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| April 22, 2022 |
Exhibit 10.11 MANAGEMENT SERVICES AGREEMENT This MANAGEMENT SERVICES AGREEMENT made as of August 1, 2019 (this ?Agreement?) is between Houston International Insurance Group, Ltd., a Delaware corporation (the ?Company?), and Westaim HIIG GP Inc. (the ?Manager?). BACKGROUND 1.????????Westaim IRIG Limited Partnership, an Ontario, Canada limited partnership (the ?Partnership?) owns approximately 71% o |
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| April 22, 2022 |
EX-10.7 9 filename9.htm Exhibit 10.7 Execution Copy EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made on May 22, 2020 by and between HIIG SERVICE COMPANY and HOUSTON INTERNATIONAL INSURANCE GROUP, Ltd. (“HIIG”), both organized under the laws of the state of Delaware (collectively, the “Company”), and Andrew Robinson (“Executive”). W I T N E S S E T H: WHEREAS, the Company desire |
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| April 22, 2022 |
EX-10.2 6 filename6.htm Exhibit 10.2 EXECUTIVE SUMMARY OF DOCUMENTATION FOR HOUSTON INTERNATIONAL INSURANCE GROUP, LTD. SHARE PURCHASE AND AWARD AGREEMENTS FOR Share Purchase Agreement ● (“Executive”) purchasing shares of Houston International Insurance Group, Ltd. (“HIIG”) common stock (calculated based upon book value as of . ● Purchase price payable 30% ($.00) in cash and 70% ($.00) with a Note |
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| April 22, 2022 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on April 22, 2022. |
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| April 22, 2022 |
Exhibit 4.1 Execution Version AMENDED AND RESTATED STOCKHOLDERS? AGREEMENT By and Among THE STOCKHOLDERS LISTED IN ANNEX A and HOUSTON INTERNATIONAL INSURANCE GROUP, LTD. DATED AS OF MARCH 12, 2014 EXHIBITS Annex A????????Stockholders Annex B????????Capitalization Table Annex C????????Defined Terms Annex D????????Charter Annex E?????????Bylaws Annex F?????????Management Rights Letter Annex G?????? |
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| April 22, 2022 |
SKYWARD SPECIALTY INSURANCE GROUP, INC. LONG-TERM INCENTIVE PLAN Exhibit 10.3 SKYWARD SPECIALTY INSURANCE GROUP, INC. LONG-TERM INCENTIVE PLAN 1.????????????????? Purpose ? The purpose of this Plan is to promote the interests of the Company and its participating Affiliates and Shareholders by enabling the Company and its participating Affiliates to attract, motivate and retain Participants by offering them incentive awards that recognize the creation of value f |
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| April 22, 2022 |
Skyward Specialty Insurance Group, Inc. INDEMNIFICATION AGREEMENT Exhibit 10.6 Skyward Specialty Insurance Group, Inc. INDEMNIFICATION AGREEMENT This Indemnification Agreement, dated [], 2021, is made between Skyward Specialty Insurance Group, Inc., a Delaware corporation (the ?Company?), and [] (the ?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as dir |
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| April 22, 2022 |
Exhibit 3.1 |
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| April 22, 2022 |
EX-10.9 11 filename11.htm Exhibit 10.9 LEASE AGREEMENT This Lease Agreement (“Lease”) is entered into on this 10th day of December 2008 (the “Effective Date”), by and between MEMORIAL CITY TOWERS, LTD., a Texas limited partnership (“Landlord”) and SOUTHWEST INSURANCE PARTNERS, INC., a Texas corporation (whether one or more, “Tenant”). ARTICLE 1 Reference Provisions Section 1.1 The matters se |
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| February 14, 2014 |
SC 13G/A 1 c214140sc13ga3.htm AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Mission NewEnergy Limited (Name of Issuer) Ordinary Shares, $0.00 par value (Title of Class of Securities) Q62163110 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Ch |
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| February 14, 2013 |
MNELF / Mission NewEnergy Ltd. / Houston International Insurance Group - SC 13G/A Passive Investment SC 13G/A 1 d487009dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2)* Mission NewEnergy LTD (Name of Issuer) Ordinary Shares, $0.00 par value (Title of Class of Securities) Q62163110 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appr |
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| February 15, 2012 |
Schedule 13G Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Mission NewEnergy LTD (Name of Issuer) Ordinary Shares, $0.00 par value (Title of Class of Securities) Q62163110 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| May 2, 2011 |
SC 13G 1 c16319sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Mission NewEnergy LTD (Name of Issuer) Ordinary Shares, $0.00 par value (Title of Class of Securities) Q62163110 (CUSIP Number) April 20th, 2011 (Date of Event Which Requires Filing of this Statement) Check the approp |
