Item 5. Other Information
Item 5. Other Information
During the quarter ended March 31, 2025, certain of our executives entered into or amended existing 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.
On March 6, 2025, Andrew Robinson, Chief Executive Officer, modified his Rule 10b5-1 Trading Arrangement, originally adopted on September 10, 2024, to change the start date of the second tranche from May 9, 2025 to June 6, 2025. The modified plan provides for the sale of up to an aggregate of 36,271 shares of our common stock that remain available for sell.
On March 12, 2025, Mark Haushill entered into a new Rule 10b5-1 Trading Arrangement. The material terms of these trading plans are set forth in the table below.
Disclosure Events Name (Title)
Date of Adoption Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities
1 Andrew Robinson ( Chief Executive Officer)
September 10, 2024; Amended second order of plan on March 6, 2025 Rule 10b5-1(c) Trading Arrangement 1/2/2025 – 6/30/2025
Up to 60,358 shares
2 Mark Haushill (Chief Financial Officer)
March 12, 2025 Rule 10b5-1(c) Trading Arrangement 6/13/2025 – 3/31/2026
Up to 75,000 shares
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.
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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: May 7, 2025
By: /s/ Andrew Robinson
Andrew Robinson
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: May 7, 2025
By: /s/ Mark Haushill
Mark Haushill
Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.