Skyward Specialty Insurance Group, Inc. 10-Q

Item 5. Other Information 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. The material terms of these trading plans are set forth in the table below. Name (Title) Date of Adoption Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities Andrew Robinson ( Chief Executive Officer) 8/8/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 1/31/2025 Up to 22,796 shares (1) Andrew Robinson (Chief Executive Officer) 9/10/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 5/30/2025 Up to 60,358 shares Mark Haushill (Chief Financial Officer) 8/8/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 1/31/2025 Up to 5,699 shares (1) John Burkhart (President, Specialty Lines and Industry Solutions) 8/8/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 1/31/2025 Up to 5,065 shares (1) Kirby Hill (President, Captives, Programs, Alternative Risks) 8/8/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 1/31/2025 Up to 5,445 shares (1) Dan Bodnar (Chief Information & Technology Officer) 8/8/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 1/31/2025 Up to 2,532 shares (1) Dan Bodnar (Chief Information & Technology Officer) 9/11/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 6/30/2025 Up to 2,699 shares Sean Duffy (Chief Claims Officer) 8/8/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 1/31/2025 Up to 4,305 shares (1) Sean Duffy (Chief Claims Officer) 9/11/2024 Rule 10b5-1(c) Trading Arrangement 3/17/2025 – 12/31/2025 Up to 5,625 shares Sandip Kapadia (Chief Actuary & Analytics Officer) 8/8/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 1/31/2025 Up to 2,532 shares (1) Sandip Kapadia (Chief Actuary & Analytics Officer) 9/12/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 3/31/2025 Up to 5,362 shares Tom Schmitt (Chief People & Administrative Officer) 8/8/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 1/31/2025 Up to 3,799 shares (1) Tom Schmitt (Chief People & Administrative Officer) 9/3/2024 Rule 10b5-1(c) Trading Arrangement 3/3/2025 – 12/31/2025 Up to 6,300 shares Leslie Shaunty (General Counsel & Secretary) 8/8/2024 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 1/31/2025 Up to 2,532 shares (1) (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. 40 Table of Contents Item 6. Exhibits (a) Exhibits . Exhibit Number Exhibit Description 3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 18, 2023). 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 18, 2023). 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). 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. 32.1 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 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. 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) (b) Financial Statement Schedules . All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or in the notes thereto. 41 Table of Contents SIGNATURES 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. Date: November 7, 2024 By: /s/ Andrew Robinson Andrew Robinson Chairman and Chief Executive Officer (Principal Executive Officer) Date: November 7, 2024 By: /s/ Mark Haushill Mark Haushill Chief Financial Officer (Principal Financial and Accounting Officer) 42