20 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: In the course of preparing the consolidated financial statements for the year ended December 31, 2021, our management identified a material weakness in our internal control over financial reporting as we had not designed or maintained an effective control environment and associated control activities to meet our accounting and reporting requirements.
−Removed: The material weaknesses identified for the year ended December 31, 2021 were remediated for the year ended December 31, 2022.
−Removed: Aside from the remediation of the material weakness identified for the year ended December 31, 2021, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: Other Information - None
+Added: There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Other Information
+Added: On November 30, 2023 , Andrew Robinson , Chief Executive Officer , adopted a Rule 10b5-1 trading plan.
+Added: Robinson’s plan provides for the sale of up to 126,748 shares of our common stock by December 31, 2024.
+Added: This plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections - Not applicable.
16 unchanged sentences
Consolidated Balance Sheets as of December 31, 2023 and 2022
−Removed: Consolidated Statements of Operations and Comprehensive (Loss) Income for the two years in the period ended December 31, 2022 and 2021
+Added: Consolidated Statements of Operations and Comprehensive Income (loss) for the two years in the period ended December 31, 2023 and 2022
Consolidated Statements of Stockholders’ Equity for the two years in the period ended December 31, 2023 and 2022
11 unchanged sentences
4.1 Amended and Restated Stockholders’ Agreement, dated March 12, 2014, by and among the Company and the stockholders listed therein (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
−Removed: 4.2 Description of Capital Stock
+Added: 4.2 Description of Capital Stock (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 28, 2023).
10.1+ Share Purchase and Award Agreement and form of agreements thereunder in use before 2016 (incorporated by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
5 unchanged sentences
2022 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
−Removed: 10.6+ Form of Restricted Stock Units Agreement and form of notice under the Company's 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.6 to the Company's Registration Statement on Form S-8, filed with the SEC on January 12, 2023).
Number Exhibit Description
+Added: 10.6+ Form of Restricted Stock Units Agreement and form of notice under the Company's 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.6 to the Company's Registration Statement on Form S-8, filed with the SEC on January 12, 2023).
10.7+ Form of Restricted Stock Agreement under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.7 to the Company's Registration Statement on Form S-8, filed with the SEC on January 12, 2023).
1 unchanged sentence
10.9+ Form of Incentive Stock Option Agreement and form of notice under the Company's 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.9 to the Company's Registration Statement on Form S-8, filed with the SEC on January 12, 2023).
−Removed: 10.10+ Form of Performance-Based Restricted Stock Units Agreement under the Company’s 2022 Long-Term Incentive Plan.
−Removed: 10.11+ Performance-Based Restricted Stock Units Agreement under the Company’s 2022 Long-Term Incentive Plan.
−Removed: 10.12+ Performance Unit Agreement under the Company’s 2022 Long-Term Incentive Plan.
+Added: 10.10+ Form of Performance-Based Restricted Stock Units Agreement under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 28, 2023).
+Added: 10.11+ Performance-Based Restricted Stock Units Agreement under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 28, 2023).
+Added: 10.12+ Performance Unit Agreement under the Company’s 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K, filed with the SEC on March 28, 2023).
+Added: 10.13+ Amended Form of Performance Share (GBVPS) Agreement under the Company’s 2022 Long-Term Incentive Plan.
+Added: 10.14+ Amended Form of Performance Share (Executives) Agreement under the Company’s 2022 Long-Term Incentive Plan.
+Added: 10.15+ Amended Form of Performance Share (Others) Agreement under the Company’s 2022 Long-Term Incentive Plan.
+Added: 10.16+ Amended Form of Performance Cash Units Agreement under the Company’s Long-Term Incentive Plan.
+Added: 10.17+ Amended Form of the Restricted Stock Unit (Executives) Agreement under the Company’s 2022 Long-Term Incentive Plan.
+Added: 10.18+ Amended Form of Restricted Stock Unit (Others) Agreement under the Company’s 2022 Long-Term Incentive Plan.
+Added: 10.19+ Amended Form of Long-Term Performance Cash Plan and Award Letter under the Company’s 2022 Long-Term Incentive Plan.
10.20+ Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
2 unchanged sentences
10.22+ Form of Promissory Note (incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
−Removed: 10.16 Lease Agreement by and between Memorial City Towers, Ltd.
−Removed: and Southwest Insurance Partners, Inc., dated December 1, 2008, with Amendment No.
−Removed: 1, dated February 16, 2009, Lease Commencement Agreement, dated August 24, 2009, Supplemental Parking Agreement, dated September 24, 2009, Amendment No.
−Removed: 2, dated August 17, 2010, Supplemental Letter Agreement dated August 26, 2010, Supplemental Lease Commencement Agreement, dated November 8, 2010, Amendment No.
−Removed: 3, dated February 20, 2013, Supplemental Commencement Agreement, dated September 25, 2013, Amendment No.
−Removed: 4, dated April 21, 2015, Amendment No.
−Removed: 5, dated July 27, 2015, Supplemental Commencement Agreement, dated October 7, 2015, Supplemental Commencement Agreement, dated April 7, 2016, Amendment No.
−Removed: 6, dated May 9, 2016, Supplemental Commencement Agreement, dated February 24, 2017, Amendment No.
−Removed: 7, dated November 6, 2017, and Supplemental Commencement Agreement, dated October 3, 2018 (incorporated by reference to Exhibit 10.9 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
10.23 Credit Agreement by and between Prosperity Bank and Houston International Insurance Group, Ltd., dated December 11, 2019 (incorporated by reference to Exhibit 10.10 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
−Removed: 10.18 Management Services Agreement by and between Westaim HIIG GP Inc.
−Removed: and Houston International Insurance Group, Ltd., dated August 1, 2019 (incorporated by reference to Exhibit 10.11 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
−Removed: 10.19 Surety Excess of Loss Reinsurance Contract by and among Everest Reinsurance Company, Houston Specialty Insurance Company, Imperium Insurance Company, Great Midwest Insurance Company, Oklahoma Specialty Insurance Company and Boston Indemnity Company, Inc., dated June 1, 2021 (incorporated by reference to Exhibit 10.12 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
−Removed: 10.20* Consulting Agreement by and between Stephen Way and Skyward Specialty Insurance Group, Inc., dated January 1, 2022 (incorporated by reference to Exhibit 10.13 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
10.24* Loss Portfolio Transfer and Adverse Development Retrocession Agreement by and among R&Q Bermuda (SAC) Limited acting in respect of the HIIG Segregated Account, HIIG Re, Houston Specialty Insurance Company, Imperium Insurance Company, and Great Midwest Insurance Company, dated April 1, 2020 (incorporated by reference to Exhibit 10.14 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
1 unchanged sentence
10.25* Investment Management Agreement by and among Arena Investors, LP, Houston Specialty Insurance Company, Imperium Insurance Company, and Great Midwest Insurance Company, dated November 6, 2015, with a Supplemental Acknowledgement dated January 13, 2016, a Supplemental Acknowledgement dated May 17, 2021, Supplemental Acknowledgement B dated May 17, 2021, an Amendment Agreement effective March 15, 2022, and a Supplemental Acknowledgement dated March 23, 2022 (incorporated by reference to Exhibit 10.15 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
+Added: 10.26 Second Amendment Agreement effective as of December 8, 2023, to that certain Investment Management Agreement dated November 6, 2015, by and among Arena Investors, LP, Houston Specialty Insurance Company, Imperium Insurance Company, and Great Midwest Insurance Company.
+Added: 10.27 Credit Agreement, dated March 29, 2023, by and among Skyward Specialty Insurance Group, Inc., the lenders from time to time party thereto and Truist Bank, as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Commission on April 3, 2023).
+Added: 10.28 First Amendment dated as of February 26, 2024, to that certain Credit Agreement, dated March 29, 2023, by and among Skyward Specialty Inc., the lenders from time to time party thereto and Truist Bank, as administrative agent.
+Added: 10.29 Guaranty Agreement, dated March 29, 2023, by and among Skyward Service Company, Skyward Underwriters Agency, Inc., the loan parties identified on the signature pages thereto and Truist Bank.
+Added: (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Commission on April 3, 2023).
21.1 List of Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company's Registration Statement on Form S-1, filed with the SEC on November 14, 2022).
23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
−Removed: 31.1 Certification of P rincipal E xecutive O fficer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Sec uriti es Exchan ge Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: 31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Principal Financial and Accounting Officer pursuant to Rule 13a 14(a) or Rule 15d 14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
1 unchanged sentence
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
+Added: 97 Policy for Recovery of Erroneously Awarded Incentive Compensation (“Clawback Policy”) adopted November 9, 2023.
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
−Removed: 101.SCH Inline XBRL Taxonomy Extension Schema Document
−Removed: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104 Cover Page Interactive Date File (embedded within the Inline XBRL document)
6 unchanged sentences
SCHEDULE I — SUMMARY OF INVESTMENTS — OTHER THAN IN RELATED PARTIES
−Removed: ($ in thousands) Cost Fair Value Amount on
+Added: ($ in thousands) Cost Fair Value (if applicable) Amount on
Balance Sheet
6 unchanged sentences
Commercial mortgage-backed securities 31,411 29,934 29,934
−Removed: Asset-backed securities 116,275 109,824 109,824
+Added: Other asset-backed securities 188,010 185,727 185,727
Total fixed maturity securities, available for sale 1,047,713 1,017,651 1,017,651
Fixed maturity securities, held to maturity:
−Removed: Asset-backed securities 52,467 46,771 52,467
+Added: Other asset-backed securities 43,315 41,017 42,986
Total fixed maturity securities, held to maturity 43,315 41,017 42,986
5 unchanged sentences
Mortgage loans 50,542 50,070 50,070
+Added: Other long-term investments 3,798 3,798 3,798
Short-term investments 270,226 270,226 270,226
−Removed: Total investments $ 1,004,350 $ 948,512 $ 953,225
+Added: Total $ 1,518,431 $ 1,501,011 $ 1,502,980
SKYWARD SPECIALTY INSURANCE GROUP, INC.
7 unchanged sentences
Cash and cash equivalents 3,024 8,909
−Removed: Restricted cash — 156
Deferred income taxes 5,899 19,655
14 unchanged sentences
(PARENT COMPANY)
+Added: Years Ended December 31,
($ in thousands) 2023 2022
1 unchanged sentence
Net investment losses ( 963 ) ( 6 )
+Added: Other losses ( 27 ) —
Total revenues 2,832 2,561
1 unchanged sentence
Amortization expense 313 81
+Added: Other expenses 451 —
Total expenses 10,579 6,488
Loss before income tax expense ( 7,747 ) ( 3,927 )
−Removed: Income tax benefit ( 1,209 ) ( 487 )
+Added: Income tax expense (benefit) 6,808 ( 1,209 )
Net loss before equity in earnings of subsidiaries ( 14,555 ) ( 2,718 )
4 unchanged sentences
SCHEDULE II — CONDENSED STATEMENTS OF CASH FLOWS (PARENT COMPANY)
+Added: Years Ended December 31,
($ in thousands) 2023 2022
4 unchanged sentences
Cash flows from investing activities:
−Removed: Capital contribution to subsidiaries — ( 10,000 )
+Added: Capital contributions to subsidiaries ( 122,800 ) —
Distributions from investment in subsidiaries 6,500 4,000
−Removed: Net cash provided by (used in) investing activities 4,000 ( 6,000 )
+Added: Change in short-term investments ( 10,569 ) —
+Added: Net cash (used in) provided by investing activities ( 126,869 ) 4,000
Cash flows from financing activities:
Employee share purchases 1,350 2,180
+Added: Draw on revolving line of credit 50,000 —
+Added: Repayment of term loan ( 50,000 ) —
+Added: Proceeds from equity offerings 128,887 —
+Added: Proceeds from employee stock purchase plan 710 —
Net cash provided by financing activities 130,947 2,180
−Removed: Net increase (decrease) in cash and cash equivalents and restricted cash 2,904 ( 6,750 )
+Added: Net (decrease) increase in cash and cash equivalents and restricted cash ( 5,885 ) 2,904
Cash and cash equivalents and restricted cash at beginning of year 8,909 6,005
2 unchanged sentences
Cash paid for interest $ 10,667 $ 5,761
+Added: Cash paid for federal income taxes 15,800 —
SKYWARD SPECIALTY INSURANCE GROUP, INC.
1 unchanged sentence
SCHEDULE IV — REINSURANCE
+Added: Years Ended December 31,
($ in thousands) Accident &
19 unchanged sentences
Balance at December 31, 2022 586 — 629
+Added: Cumulative effect of adoption of ASU 2016-13 at January 1, 2023 — 2,295 —
Charged to costs and expenses — — 748
Amounts written off — — ( 513 )
+Added: Recoveries of amounts previously written off — — 100
Balance at December 31, 2023 $ 586 $ 2,295 $ 964
3 unchanged sentences
INSURANCE OPERATIONS
+Added: As of and Years Ended December 31,
($ in thousands) 2023 2022
8 unchanged sentences
Losses and loss adjustment expenses (prior years) (1)(2)
−Removed: 14,385 28,000
Amortization of policy acquisition costs (1)
7 unchanged sentences
(1) Amount is presented net of reinsurance
−Removed: (2) Amount does not include gain or loss on retroactive reinsurance which is included in losses and loss adjustment expenses presented on the Consolidated Statements of Operations
+Added: (2) Amount does not include gain on retroactive reinsurance which is included in losses and loss adjustment expenses presented on the Consolidated Statements of Operations
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Skyward Specialty Insurance Group, Inc.
−Removed: March 28, 2023
+Added: April 1, 2024
/s/ Andrew Robinson
Andrew Robinson
−Removed: Chief Executive Officer
+Added: Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
−Removed: /s/ Andrew Robinson Chief Executive Officer and Director (Principal Executive Officer) March 28, 2023
−Removed: Andrew Robinson
−Removed: /s/ Mark Haushill Chief Financial Officer (Principal Financial and Accounting Officer) March 28, 2023
−Removed: Mark Haushill
−Removed: Cameron MacDonald Director March 28, 2023
−Removed: Cameron MacDonald
−Removed: /s/ Robert Creager Director March 28, 2023
+Added: /s/ Andrew Robinson Chairman and Chief Executive Officer April 1, 2024
+Added: Andrew Robinson (Principal Executive Officer)
+Added: /s/ Mark Haushill Chief Financial Officer April 1, 2024
+Added: Mark Haushill (Principal Financial and Accounting Officer)
+Added: /s/ Gena Ashe Director April 1, 2024
+Added: /s/ Robert Creager Director April 1, 2024
Robert Creager
−Removed: /s/ Marcia Dall Director March 28, 2023
−Removed: /s/ James Hays Director March 28, 2023
−Removed: /s/ Robert Kittel Director March 28, 2023
−Removed: Robert Kittel
−Removed: /s/ Katharine Terry Director March 28, 2023
+Added: /s/ Marcia Dall Director April 1, 2024
+Added: /s/ James Hays Director April 1, 2024
+Added: /s/ Anthony J.
+Added: Kuczinski Director April 1, 2024
+Added: /s/ Michael Morrissey Director April 1, 2024
+Added: Michael Morrissey
+Added: /s/ Katharine Terry Director April 1, 2024
Katharine Terry
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.