Other Information
−Removed: During the quarter ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
+Added: During the quarter ended September 30, 2024, certain of our executives entered into written plans during an open insider trading window for the purchase or sale of our securities that are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities.
+Added: The material terms of these trading plans are set forth in the table below.
+Added: Date of Adoption Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities
+Added: Andrew Robinson ( Chief Executive Officer)
+Added: 8/8/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 1/31/2025
+Added: Up to 22,796 shares (1)
+Added: Andrew Robinson (Chief Executive Officer)
+Added: 9/10/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 5/30/2025
+Added: Up to 60,358 shares
+Added: Mark Haushill (Chief Financial Officer)
+Added: 8/8/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 1/31/2025
+Added: Up to 5,699 shares (1)
+Added: John Burkhart (President, Specialty Lines and Industry Solutions)
+Added: 8/8/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 1/31/2025
+Added: Up to 5,065 shares (1)
+Added: Kirby Hill (President, Captives, Programs, Alternative Risks)
+Added: 8/8/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 1/31/2025
+Added: Up to 5,445 shares (1)
+Added: Dan Bodnar (Chief Information & Technology Officer)
+Added: 8/8/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 1/31/2025
+Added: Up to 2,532 shares (1)
+Added: Dan Bodnar (Chief Information & Technology Officer)
+Added: 9/11/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 6/30/2025
+Added: Up to 2,699 shares
+Added: Sean Duffy (Chief Claims Officer)
+Added: 8/8/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 1/31/2025
+Added: Up to 4,305 shares (1)
+Added: Sean Duffy (Chief Claims Officer)
+Added: 9/11/2024 Rule 10b5-1(c) Trading Arrangement 3/17/2025 – 12/31/2025
+Added: Up to 5,625 shares
+Added: Sandip Kapadia (Chief Actuary & Analytics Officer)
+Added: 8/8/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 1/31/2025
+Added: Up to 2,532 shares (1)
+Added: Sandip Kapadia (Chief Actuary & Analytics Officer)
+Added: 9/12/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 3/31/2025
+Added: Up to 5,362 shares
+Added: Tom Schmitt (Chief People & Administrative Officer)
+Added: 8/8/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 1/31/2025
+Added: Up to 3,799 shares (1)
+Added: Tom Schmitt (Chief People & Administrative Officer)
+Added: 9/3/2024 Rule 10b5-1(c) Trading Arrangement 3/3/2025 – 12/31/2025
+Added: Up to 6,300 shares
+Added: Leslie Shaunty (General Counsel & Secretary)
+Added: 8/8/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 1/31/2025
+Added: Up to 2,532 shares (1)
+Added: (1) The number of shares of common stock sold under the Rule 10b5-1 trading arrangement will be limited to such number of shares necessary to satisfy applicable tax obligations upon the vesting of covered securities and is not yet determinable.
(a) Exhibits .
3 unchanged sentences
4.1 Amended and Restated Stockholders’ Agreement, 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: 10.1 Form of Restricted Stock Units Agreement for Nonemployee Directors and form of notice under the Company's 2022 Long-Term Incentive Plan.
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.
9 unchanged sentences
Skyward Specialty Insurance Group, Inc.
−Removed: August 8, 2024
+Added: November 7, 2024
/s/ Andrew Robinson
2 unchanged sentences
(Principal Executive Officer)
−Removed: August 8, 2024
+Added: November 7, 2024
/s/ Mark Haushill
3 unchanged sentences
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.