What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 262 added, 176 removed, 696 unchanged (39% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

($ in thousands, except share and per share amounts) (Unaudited)

32 unchanged sentences

Additional paid-in capital 727,561 718,598

Accumulated other comprehensive loss ( 2,666 ) ( 22,120 )

Accumulated other comprehensive income (loss) 9,539 ( 22,120 )

Retained earnings 223,918 97,120

6 unchanged sentences

AND COMPREHENSIVE INCOME (UNAUDITED)

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

($ in thousands, except share and per share amounts) 2025 2024 2025 2024

2 unchanged sentences

Net investment income 22,180 19,535 60,107 59,866

Net investment gains (losses) 3,205 ( 1,721 ) 10,039 6,582

Other income (loss) 7 ( 7 ) 20 ( 7 )

Net investment gains 6,881 10,173 16,920 16,755

Other loss ( 236 ) ( 195 ) ( 216 ) ( 202 )

Total revenues 382,526 300,888 1,030,956 845,798

10 unchanged sentences

Net income $ 45,901 $ 36,668 $ 126,798 $ 104,422

Other comprehensive income (loss):

Other comprehensive income:

Unrealized gains and losses on investments:

Net change in unrealized gains (losses) on investments, net of tax 11,005 ( 1,451 ) 23,260 ( 6,869 )

Reclassification adjustment for losses on securities no longer held, net of tax ( 3,624 ) ( 406 ) ( 3,806 ) ( 1,314 )

Total other comprehensive income (loss) 7,381 ( 1,857 ) 19,454 ( 8,183 )

Net change in unrealized gains on investments, net of tax 6,740 31,396 30,000 24,527

Reclassification adjustment for gains (losses) on securities no longer held, net of tax 5,465 ( 1,963 ) 1,659 ( 3,277 )

Total other comprehensive income 12,205 29,433 31,659 21,250

Comprehensive income $ 58,106 $ 66,101 $ 158,457 $ 125,672

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

Three months ended June 30,

Three months ended September 30,

($ in thousands, except share amounts) 2025 2024

2 unchanged sentences

Issuance of shares 709 3,799

Balance at June 30 40,486,656 40,096,132

Balance at September 30 40,487,365 40,099,931

Common stock:

1 unchanged sentence

Issuance of common stock — —

Balance at June 30 $ 405 $ 401

Balance at September 30 $ 405 $ 401

Additional paid-in capital:

1 unchanged sentence

Issuance of common stock 3,402 2,553

Balance at June 30 $ 724,159 $ 713,542

Balance at September 30 $ 727,561 $ 716,095

Stock notes receivable:

1 unchanged sentence

Employee equity transactions — 5,233

Balance at June 30 $ — $ ( 5,233 )

Accumulated other comprehensive loss:

Balance at September 30 $ — $ —

Accumulated other comprehensive income (loss):

Balance at beginning of period $ ( 2,666 ) $ ( 31,136 )

Other comprehensive income (loss), net of tax 7,381 ( 1,857 )

Balance at June 30 $ ( 2,666 ) $ ( 31,136 )

Other comprehensive income, net of tax 12,205 29,433

Balance at September 30 $ 9,539 $ ( 1,703 )

Retained earnings:

1 unchanged sentence

Net income 45,901 36,668

Balance at June 30 $ 178,017 $ 46,046

Balance at September 30 $ 223,918 $ 82,714

Total stockholders’ equity $ 961,423 $ 797,507

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

Six months ended June 30,

Nine months ended September 30,

($ in thousands, except share amounts) 2025 2024

2 unchanged sentences

Issuance of shares 359,457 236,175

Balance at June 30 40,486,656 40,096,132

Balance at September 30 40,487,365 40,099,931

Common stock:

1 unchanged sentence

Issuance of common stock 4 2

Balance at June 30 $ 405 $ 401

Balance at September 30 $ 405 $ 401

Additional paid-in capital:

1 unchanged sentence

Issuance of common stock 8,963 5,240

Balance at June 30 $ 724,159 $ 713,542

Balance at September 30 $ 727,561 $ 716,095

Stock notes receivable:

1 unchanged sentence

Employee equity transactions — 5,562

Balance at June 30 $ — $ ( 5,233 )

Accumulated other comprehensive loss:

Balance at September 30 $ — $ —

Accumulated other comprehensive income (loss):

Balance at beginning of year $ ( 22,120 ) $ ( 22,953 )

Other comprehensive income (loss), net of tax 19,454 ( 8,183 )

Balance at June 30 $ ( 2,666 ) $ ( 31,136 )

Other comprehensive income, net of tax 31,659 21,250

Balance at September 30 $ 9,539 $ ( 1,703 )

Retained earnings (accumulated deficit):

1 unchanged sentence

Net income 126,798 104,422

Balance at June 30 $ 178,017 $ 46,046

Balance at September 30 $ 223,918 $ 82,714

Total stockholders’ equity $ 961,423 $ 797,507

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six months ended June 30,

Nine months ended September 30,

($ in thousands) 2025 2024

6 unchanged sentences

Purchase of equity securities ( 13,213 ) ( 14,156 )

Purchase of equity method investments ( 2,839 ) ( 1,100 )

Purchase of equity method investments and other long-term investments ( 3,222 ) ( 22,377 )

Purchase of intangible assets and goodwill ( 2,000 ) —

22 unchanged sentences

Cash paid for interest $ 4,671 $ 6,943

Cash paid for federal income taxes $ 20,330 $ 13,980

Cash paid for income taxes $ 31,822 $ 22,968

(1) The sum of cash and cash equivalents and restricted cash from the consolidated balance sheets

20 unchanged sentences

The allowance for credit losses is limited to the amount by which fair value is below amortized cost.

Prior to June 30, 2025, changes in the allowance for credit losses were recognized in net investment income on the consolidated statements of operations.

As of June 30, 2025, changes in the allowance for credit losses are recognized in net investment gains (losses).

Prior to September 30, 2025, changes in the allowance for credit losses were recognized in net investment income on the consolidated statements of operations.

As of September 30, 2025, changes in the allowance for credit losses are recognized in net investment gains.

Prior periods have been updated to conform to the current period presentation.

6 unchanged sentences

The historical loss rate is adjusted for current conditions and reasonable and supportable forecasts.

Prior to June 30, 2025, changes in the allowance for credit losses were recognized in net investment income on the consolidated statements of operations.

As of June 30, 2025, changes in the allowance for credit losses are recognized in net investment gains (losses).

Prior to September 30, 2025, changes in the allowance for credit losses were recognized in net investment income on the consolidated statements of operations.

As of September 30, 2025, changes in the allowance for credit losses are recognized in net investment gains.

Prior periods have been updated to conform to the current period presentation.

Consolidation

Variable interest entity

The Company consolidates an entity in which it has a controlling financial interest by first considering if an entity meets the definition of a variable interest entity ("VIE") for which the Company is deemed to be the primary beneficiary, or if the Company has the power to control an entity through a majority of voting interest or through other arrangements.

A VIE is an entity that either (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties;

(ii) whose equity holders lack the characteristics of a controlling financial interest;

and/or (iii) is established with non-substantive voting rights.

The Company’s assessment may involve subjectivity in the determination of

SKYWARD SPECIALTY INSURANCE GROUP, INC.

1 unchanged sentence

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following tables set forth the amortized cost and the fair value by investment category at June 30, 2025 and December 31, 2024:

which activities most significantly affect the VIE’s performance, and estimates about current and future fair value of the assets held by the VIE and financial performance of the VIE.

In performing the related party analysis, the Company considers both qualitative and quantitative factors, including, but not limited to:

the characteristics and size of its investment relative to the related party;

the Company’s and the related party's ability to control or significantly influence key decisions of the VIE including consideration of involvement by de facto agents;

the obligation or likelihood for the Company or the related party to fund operating losses of the VIE;

and the similarity and significance of the VIE’s business activities to those of the Company and the related party.

The determination of whether an entity is a VIE, and whether the Company is the primary beneficiary, may involve significant judgment, and depends upon facts and circumstances specific to an entity at the time of the assessment.

At each reporting period, the Company reassesses whether changes in facts and circumstances cause a change in the status of an entity as a VIE, and/or a change in the Company's consolidation assessment.

Changes in consolidation status are applied prospectively.

An entity may be consolidated as a result of this reassessment, in which case, the assets, liabilities and noncontrolling interest in the entity are recorded at fair value upon initial consolidation.

Any existing equity interest held by the Company in the entity prior to the Company obtaining control will be remeasured at fair value, which may result in a gain or loss recognized upon initial consolidation.

The Company may also deconsolidate a subsidiary as a result of this reassessment, which may result in a gain or loss recognized upon deconsolidation depending on the carrying values of deconsolidated assets and liabilities compared to the fair value of any interests retained.

After performing the above assessments, the Company has determined one entity meets the definition of a VIE for which the Company is the primary beneficiary.

See Note 6 for further details and required disclosures.

The Company uses commodity derivatives to assume risk and manage its exposures in the insurance industry.

Commodity derivatives expose the Company to potentially unfavorable price changes to the underlying commodities.

The Company accounts for its derivatives in accordance with FASB ASC Topic 815, Derivatives and Hedging, which requires all derivatives to be recorded at fair value on the Company’s balance sheet as either assets or liabilities, depending on their rights or obligations, with changes in fair value reflected in current earnings.

The Company meets the criteria in the guidance to net the assets and liabilities, which the Company includes in “other assets” on the condensed consolidated balance sheets.

While the Company considers these exchange-traded futures and forward purchase and sale contracts to be effective economic hedges, the Company has not elected hedge accounting treatment.

The fair value of the Company’s derivatives is estimated by reference to quoted prices or broker quotes, where available, or in the absence of quoted prices or broker quotes, the use of industry or internal valuation models.

See Note 7 for further details and required disclosures.

SKYWARD SPECIALTY INSURANCE GROUP, INC.

AND SUBSIDIARIES

NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following tables set forth the amortized cost and the fair value by investment category at September 30, 2025 and December 31, 2024:

($ in thousands) Amortized

Losses Allowance for Credit Losses Fair Value

June 30, 2025

September 30, 2025

Fixed maturity securities, available-for-sale:

27 unchanged sentences

Investments (continued)

The following table sets forth the amortized cost and fair value of available-for-sale fixed maturity securities by contractual maturity at June 30, 2025:

The following table sets forth the amortized cost and fair value of available-for-sale fixed maturity securities by contractual maturity at September 30, 2025:

($ in thousands) Amortized

9 unchanged sentences

Also, changing interest rates, tax considerations or other factors may result in portfolio sales prior to maturity.

The Company’s fixed maturity securities, held-to-maturity, at June 30, 2025 consisted entirely of asset backed securities that were not due at a single maturity date.

At June 30, 2025, the Company had U.S.

The Company’s fixed maturity securities, held-to-maturity, at September 30, 2025 consisted entirely of asset backed securities that were not due at a single maturity date.

At September 30, 2025, the Company had U.S.

government agencies mortgage-backed fixed maturity securities, with a carrying value of approximately $ 67.3 million pledged as collateral for a loan (the “FHLB Loan”) from the Federal Home Loan Bank of Dallas (“FHLB”) pursuant to an Advances and Security Agreement between the Company and FHLB (the “Advances and Security Agreement”).

In accordance with the terms of the FHLB Loan, the Company retains all rights regarding these pledged securities.

At June 30, 2025, the Company had assets with fair values of approximately $ 51.5 million pledged as collateral for the performance obligations under reinsurance agreements.

At September 30, 2025, the Company had assets with fair values of approximately $ 55.3 million pledged as collateral for performance obligations under reinsurance agreements.

In accordance with the terms of the trust agreements, the Company retains all rights regarding these securities, of which $ 45.7 million are residential mortgage-backed securities, $ 7.4 million of cash and cash equivalents and other assets and $ 2.2 million of short-term investments.

SKYWARD SPECIALTY INSURANCE GROUP, INC.

AND SUBSIDIARIES

NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Investments (continued)

The following tables set forth the gross unrealized losses and the corresponding fair values of investments, aggregated by length of time that individual securities had been in a continuous unrealized loss position as of June 30, 2025 and 2024:

Less than 12 Months 12 Months or More Total

($ in thousands) Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses

June 30, 2025

September 30, 2025

Fixed maturity securities, available-for-sale:

6 unchanged sentences

Total fixed maturity securities, available-for-sale 182,806 ( 1,104 ) 203,531 ( 17,403 ) 386,337 ( 18,507 )

Fixed maturity securities, held-to-maturity:

Other asset-backed securities 37,098 ( 11 ) 37,098 ( 11 )

Total fixed maturity securities, held-to-maturity:

37,098 ( 11 ) — — 37,098 ( 11 )

Total $ 326,612 $ ( 3,255 ) $ 210,897 $ ( 21,488 ) $ 537,509 $ ( 24,743 )

SKYWARD SPECIALTY INSURANCE GROUP, INC.

21 unchanged sentences

Among the factors that management considers for fixed maturity securities are the financial condition of the issuer including receipt of scheduled principal and interest cash flows, and intent to sell, including if it is more likely than not that the Company will be required to sell the investments before recovery.

As of June 30, 2025, the Company had 613 lots of fixed maturity securities in an unrealized loss position.

As of September 30, 2025, the Company had 515 lots of fixed maturity securities in an unrealized loss position.

The Company does not have an intent to sell these securities and it is not more likely than not that the Company will be required to sell these securities before maturity or recovery of its cost basis.

The Company reviewed its investments at June 30, 2025 and determined that for two available-for-sale securities in the “corporate securities and miscellaneous” category, credit impairments existed, based on new recovery analysis that showed deteriorating conditions raising credit concerns.

The Company reviewed its investments at September 30, 2025 and determined that for two available-for-sale securities in the “corporate securities and miscellaneous” category, credit impairments existed, based on new recovery analysis that showed deteriorating conditions raising credit concerns.

Other than the securities discussed previously, the Company determined that no other credit impairment existed in the gross unrealized holding losses, due to the reasons discussed below:

20 unchanged sentences

Therefore, the Company does not consider these impaired securities.

The following table sets forth the changes in the allowance for credit losses on available-for-sale securities and held-to-maturity securities during the six months ended June 30, 2025 and 2024:

Fixed Maturity Securities, Available-For-Sale Fixed Maturity Securities, Held-to-Maturity

The following table sets forth the changes in the allowance for credit losses on available-for-sale securities and held-to-maturity securities during the nine months ended September 30, 2025 and 2024:

($ in thousands) Fixed Maturity Securities, Available-For-Sale Fixed Maturity Securities, Held-to-Maturity

Balance at December 31, 2024 $ — $ 243

3 unchanged sentences

Balance at June 30, 2025 $ 6,150 $ 268

Current period provision for credit losses 850 —

Recoveries of amounts previously written off — ( 32 )

Balance at September 30, 2025 $ 7,000 $ 236

Fixed Maturity Securities, Held-to-Maturity

3 unchanged sentences

Balance at June 30, 2024 $ 225

Current period provision for credit losses 14

Balance at September 30, 2024 $ 239

SKYWARD SPECIALTY INSURANCE GROUP, INC.

2 unchanged sentences

Investments (continued)

The following table sets forth the components of net investment gains (losses) for the three and six months ended June 30, 2025 and 2024:

Three months ended June 30, Six months ended June 30,

The following table sets forth the components of net investment gains for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30, Nine months ended September 30,

($ in thousands) 2025 2024 2025 2024

13 unchanged sentences

Other 5,633 — 16,028 —

Net investment gains (losses)

Net investment gains

$ 6,881 $ 10,173 $ 16,920 $ 16,755

The following table sets forth the proceeds from sales of available-for-sale fixed maturity securities and equity securities for the six months ended June 30, 2025 and 2024:

Six months ended June 30,

The following table sets forth the proceeds from sales of available-for-sale fixed maturity securities and equity securities for the nine months ended September 30, 2025 and 2024:

Nine months ended September 30,

($ in thousands) 2025 2024

1 unchanged sentence

Equity securities 126,738 22,993

The following table sets forth the components of net investment income for the three and six months ended June 30, 2025 and 2024:

Three months ended June 30, Six months ended June 30,

SKYWARD SPECIALTY INSURANCE GROUP, INC.

AND SUBSIDIARIES

NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Investments (continued)

The following table sets forth the components of net investment income for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30, Nine months ended September 30,

($ in thousands) 2025 2024 2025 2024

Income (loss):

Fixed maturity securities, available-for-sale $ 21,354 $ 15,461 $ 57,095 $ 41,099

9 unchanged sentences

Net investment income $ 22,180 $ 19,535 $ 60,107 $ 59,866

SKYWARD SPECIALTY INSURANCE GROUP, INC.

AND SUBSIDIARIES

NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Investments (continued)

The following table sets forth the change in net unrealized gains (losses) on the Company’s investment portfolio, net of deferred income taxes, included in other comprehensive loss for the three and six months ended June 30, 2025 and 2024:

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

($ in thousands) 2025 2024 2025 2024

2 unchanged sentences

Total $ 12,205 $ 29,433 $ 31,659 $ 21,250

SKYWARD SPECIALTY INSURANCE GROUP, INC.

AND SUBSIDIARIES

NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements

21 unchanged sentences

These represent Level 2 fair value inputs.

SKYWARD SPECIALTY INSURANCE GROUP, INC.

AND SUBSIDIARIES

NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements (continued)

Fixed maturity securities, available for sale and equity securities classified as Level 3

Fixed maturity securities, available for sale classified as Level 3

The Company has corporate securities and miscellaneous, other asset-backed securities that are managed by an independent asset manager and priced by an independent pricing provider.

2 unchanged sentences

This rate represents Level 3 fair value inputs.

The following table sets forth the range of the discount rate as of June 30, 2025 and December 31, 2024:

June 30, 2025 December 31, 2024

SKYWARD SPECIALTY INSURANCE GROUP, INC.

AND SUBSIDIARIES

NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements (continued)

The following table sets forth the range of the discount rate as of September 30, 2025 and December 31, 2024:

September 30, 2025 December 31, 2024

High 11.11 % 8.00 %

5 unchanged sentences

The unobservable input consists of the spread applied to a prime rate used to discount cash flows.

The spread represents the incremental cost of capital based on the borrower’s ability to make future payments and the value of the collateral relative to the loan balance and is subject to judgement and uncertainty.

The following table sets forth the range and weighted average, weighted by relative fair value, of the spread as of June 30, 2025 and December 31, 2024:

June 30, 2025 December 31, 2024

The following table sets forth the range and weighted average, weighted by relative fair value, of the spread as of September 30, 2025 and December 31, 2024:

September 30, 2025 December 31, 2024

High 7.56 % 10.00 %

1 unchanged sentence

Weighted average 7.09 % 7.93 %

Investment in RedBird Capital Partners

Included in other long-term investments is an investment in a limited partnership with RedBird Capital Partners, which invests in Bishop Street Underwriters, LLC (“Bishop Street”), a managing general agent (MGA).

The investment had a fair value of $ 41.4 million at June 30, 2025, which was determined using the net asset value.

The Company employs procedures to assess the reasonableness of the fair value of the investment including obtaining and reviewing the audited financial statements.

The unfunded commitment related to the investment was $ 21.5 million at June 30, 2025.

The Company may sell its interest in the investment with the appropriate prior written notice and approval by the general partner.

In accordance with Accounting Standard Codification 820-10, this investment is measured at fair value using the net asset value per share practical expedient and has not been classified in the fair value hierarchy.

Included in other assets are derivatives which consist of certain exchange traded options contracts entered into by the Company.

The fair values of these options are measured using quoted prices in active markets on the relevant exchange, specifically utilizing either the volume-weighted average price of trades in similar contracts during a specified time window, or the last trade settlement price when no trades occur within that period.

This method represents Level 1 inputs.

SKYWARD SPECIALTY INSURANCE GROUP, INC.

2 unchanged sentences

Fair Value Measurements (continued)

The following tables set forth the Company’s investments within the fair value hierarchy at June 30, 2025 and December 31, 2024:

June 30, 2025

The following tables set forth the Company’s investments and derivatives within the fair value hierarchy at September 30, 2025 and December 31, 2024:

September 30, 2025

($ in thousands) Level 1 Level 2 Level 3 Total

17 unchanged sentences

Short-term investments 247,376 — — 247,376

Derivatives 16,843 — — 16,843

Total $ 340,406 $ 1,610,986 $ 166,492 $ 2,117,884

29 unchanged sentences

Fair Value Measurements (continued)

The following tables set forth the changes in the fair value of instruments carried at fair value with a Level 3 measurement during the six months ended June 30, 2025 and 2024:

The following tables set forth the changes in the fair value of instruments carried at fair value with a Level 3 measurement during the nine months ended September 30, 2025 and 2024:

($ in thousands) Fixed Maturity Securities, Available-For-Sale Mortgage Loans

Balance at December 31, 2024 $ 77,920 $ 26,490

Total losses for the period recognized in net investment gains (losses) ( 110 ) ( 66 )

Total losses for the period recognized in net investment gains ( 110 ) ( 66 )

Issuances — 5

4 unchanged sentences

Balance at March 31, 2025 $ 83,457 $ 16,012

Total losses for the period recognized in net investment gains (losses) attributable to the change in unrealized gains or losses relating to assets held as of period end $ — $ ( 84 )

Total losses for the period recognized in net investment (losses) gains ( 4,081 ) 330

Total losses for the period recognized in net investment gains attributable to the change in unrealized gains or losses relating to assets held as of period end $ — $ ( 84 )

Total (losses) gains for the period recognized in net investment gains ( 4,081 ) 330

Issuances — 8

5 unchanged sentences

Balance at June 30, 2025 $ 94,868 $ 10,168

Total gains for the period recognized in net investment gains (losses) attributable to the change in unrealized gains or losses relating to assets held as of period end $ — $ 92

($ in thousands) Mortgage Loans

Total gains for the period recognized in net investment gains attributable to the change in unrealized gains or losses relating to assets held as of period end $ — $ 92

Total losses for the period recognized in net investment gains ( 920 ) ( 69 )

Settlements — ( 101 )

Purchases 24,921 —

Sales/Disposals ( 809 ) —

Total unrealized gains for the period recognized in accumulated comprehensive income (loss) 1,167 —

Balance at September 30, 2025 $ 119,227 $ 9,998

Total losses for the period recognized in net investment gains attributable to the change in unrealized gains or losses relating to assets held as of period end $ — $ ( 69 )

SKYWARD SPECIALTY INSURANCE GROUP, INC.

AND SUBSIDIARIES

NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements (continued)

($ in thousands) Fixed Maturity Securities, Available-For-Sale Equity Securities Mortgage Loans

Balance at December 31, 2023 $ — $ — $ 50,070

9 unchanged sentences

Total losses for the period recognized in net investment gains (losses) attributable to the change in unrealized gains or losses relating to assets held as of period end $ — $ — $ ( 1,031 )

The transfers into Level 3 during the three and six months ended June 30, 2025 were the result of securities that began receiving valuations from asset managers that utilized unobservable inputs at the end of the period.

SKYWARD SPECIALTY INSURANCE GROUP, INC.

AND SUBSIDIARIES

NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements (continued)

Total (losses) gains for the period recognized in net investment gains (losses) ( 118 ) 246 866

Total unrealized gains for the period recognized in accumulated comprehensive income (loss) 1,592 — —

Transfers into Level 3 23,533 — —

Purchases 23,820 5,571 —

Sales/Disposals ( 153 ) — —

Issuances — — 8

Settlements — — ( 8,277 )

Balance at September 30, 2024 $ 48,674 $ 5,817 $ 36,267

Total gains for the period recognized in net investment gains (losses) attributable to the change in unrealized gains or losses relating to assets held as of period end $ — $ 246 $ 829

The transfers into Level 3 during the nine months ended September 30, 2025 were the result of securities that began receiving valuations from asset managers that utilized unobservable inputs at the end of the period.

The Company measures certain assets, including investments in indirect loans and loan collateral, equity method investments and other invested assets, at fair value on a nonrecurring basis only when they are deemed to be impaired.

1 unchanged sentence

Estimated fair value amounts, defined as the quoted market price of a financial instrument, have been determined using available market information and other appropriate valuation methodologies.

However, considerable judgements are required in developing the estimates of fair value where quoted market prices are not available.

However, considerable judgments are required in developing the estimates of fair value where quoted market prices are not available.

Accordingly, these estimates are not necessarily indicative of the amounts that could be realized in a current market exchange.

3 unchanged sentences

Fixed maturity securities, held-to-maturity consists of senior and junior notes with target rates of return.

As of June 30, 2025, the Company determined the fair value of these instruments using the income approach utilizing inputs that are unobservable (Level 3).

As of September 30, 2025, the Company determined the fair value of these instruments using the income approach utilizing inputs that are unobservable (Level 3).

SKYWARD SPECIALTY INSURANCE GROUP, INC.

AND SUBSIDIARIES

NOTES TO(UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fair Value Measurements (continued)

Investment in RedBird Capital Partners:

The investment had a fair value of $ 47.0 million at September 30, 2025, which was determined using the net asset value.

The Company employs procedures to assess the reasonableness of the fair value of the investment including obtaining and reviewing the audited financial statements.

The unfunded commitment related to the investment was $ 21.5 million at September 30, 2025.

The Company may sell its interest in the investment with the appropriate prior written notice and approval by the general partner.

Notes payable:

4 unchanged sentences

The Company determines the fair value of these instruments using the income approach utilizing inputs that are observable (Level 2).

The following table sets forth the Company’s carrying and fair values of notes payable and subordinated debt as of June 30, 2025 and December 31, 2024:

June 30, 2025 December 31, 2024

The following table sets forth the Company’s carrying and fair values of notes payable and subordinated debt as of September 30, 2025 and December 31, 2024:

September 30, 2025 December 31, 2024

($ in thousands) Carrying

10 unchanged sentences

The Company has invested in Separately Managed Accounts (“SMA1” and “SMA2”).

As of June 30, 2025 and December 31, 2024, the Company held direct investments in mortgage loans from various creditors through SMA1 and SMA2.

As of September 30, 2025 and December 31, 2024, the Company held direct investments in mortgage loans from various creditors through SMA1 and SMA2.

The Company’s mortgage loan portfolios are primarily senior loans on real estate across the U.S.

1 unchanged sentence

The principal amounts of the loans are approximately 64 % of the property’s appraised value at the time the loans were made.

SKYWARD SPECIALTY INSURANCE GROUP, INC.

AND SUBSIDIARIES

NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Mortgage Loans (continued)

The following table sets forth the carrying value of the Company’s mortgage loans as of June 30, 2025 and December 31, 2024:

($ in thousands) June 30, 2025 December 31, 2024

The following table sets forth the carrying value of the Company’s mortgage loans as of September 30, 2025 and December 31, 2024:

($ in thousands) September 30, 2025 December 31, 2024

Commercial $ 3,407 $ 8,474

2 unchanged sentences

$ 9,998 $ 26,490

The following table sets forth the Company’s gross investment income for mortgage loans for the three and six months ended June 30, 2025 and 2024:

Three months ended June 30, Six months ended June 30,

SKYWARD SPECIALTY INSURANCE GROUP, INC.

AND SUBSIDIARIES

NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Mortgage Loans (continued)

The following table sets forth the Company’s gross investment income for mortgage loans for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30, Nine months ended September 30,

($ in thousands) 2025 2024 2025 2024

5 unchanged sentences

The Company writes off the uncollectible amount in the period it was determined to be uncollectible.

There was no write-off for uncollectible amounts during the three and six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025 and as of December 31, 2024, no mortgage loans were in the process of foreclosure and there were no mortgage loans that were not producing income for the previous 12 months.

There was no write-off for uncollectible amounts during the three and nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025 and as of December 31, 2024, no mortgage loans were in the process of foreclosure and there were no mortgage loans that were not producing income for the previous 12 months.

Equity Method Investments and Other

The following table sets forth the carrying value and ownership percentage of the Company’s equity method investments as of June 30, 2025 and December 31, 2024:

($ in thousands) June 30, 2025 December 31, 2024

The following table sets forth the carrying value and ownership percentage of the Company’s equity method investments as of September 30, 2025 and December 31, 2024:

($ in thousands) September 30, 2025 December 31, 2024

Carrying Value Ownership % Carrying Value Ownership %

11 unchanged sentences

Equity Method Investments and Other (continued)

The following table sets forth the components of net investment (loss) income from equity method investments for the three and six months ended June 30, 2025 and 2024:

Three months ended June 30, Six months ended June 30,

The following table sets forth the components of net investment income (loss) from equity method investments for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30, Nine months ended September 30,

($ in thousands) 2025 2024 2025 2024

1 unchanged sentence

Dowling Capital Partners LP units 232 67 448 1,449

Brewer Lane Ventures Fund II LP ( 27 ) ( 24 ) 143 ( 56 )

Hudson Ventures Fund II LP units 187 ( 594 ) 252 ( 436 )

Brewer Lane Ventures Fund II LP ( 25 ) ( 31 ) 118 ( 87 )

JVM Funds LLC ( 222 ) ( 261 ) ( 737 ) ( 1,280 )

2 unchanged sentences

$ 345 $ ( 1,144 ) $ ( 2,541 ) $ 2,596

The following table sets forth the unfunded commitment of equity method investments as of June 30, 2025 and December 31, 2024:

($ in thousands) June 30, 2025 December 31, 2024

The following table sets forth the unfunded commitment of equity method investments as of September 30, 2025 and December 31, 2024:

($ in thousands) September 30, 2025 December 31, 2024

Brewer Lane Ventures Fund II LP units $ 3,355 $ 4,077

7 unchanged sentences

The Company amortizes this difference over a 15 -year useful life.

The following table sets forth the Company’s recorded investment in RISCOM compared to its share of underlying equity as of June 30, 2025 and December 31, 2024:

($ in thousands) June 30, 2025 December 31, 2024

The following table sets forth the Company’s recorded investment in RISCOM compared to its share of underlying equity as of September 30, 2025 and December 31, 2024:

($ in thousands) September 30, 2025 December 31, 2024

Investment in RISCOM:

2 unchanged sentences

Recorded investment balance $ 4,427 $ 5,013

The following table sets forth the Company’s recorded investment in JVM Funds LLC compared to its share of underlying equity as of June 30, 2025 and December 31, 2024:

($ in thousands) June 30, 2025 December 31, 2024

The following table sets forth the Company’s recorded investment in JVM Funds LLC compared to its share of underlying equity as of September 30, 2025 and December 31, 2024:

($ in thousands) September 30, 2025 December 31, 2024

Investment in JVM Funds LLC:

7 unchanged sentences

Investment in Indirect Loans and Loan Collateral

As of June 30, 2025 and December 31, 2024, the Company held indirect investments in collateralized loans and loan collateral through SMA1 and SMA2.

The carrying value of the SMA1 and SMA2 as of June 30, 2025 and December 31, 2024 were as follows:

($ in thousands) June 30, 2025 December 31, 2024

As of September 30, 2025 and December 31, 2024, the Company held indirect investments in collateralized loans and loan collateral through SMA1 and SMA2.

The carrying value of the SMA1 and SMA2 as of September 30, 2025 and December 31, 2024 were as follows:

($ in thousands) September 30, 2025 December 31, 2024

SMA1 $ 16,049 $ 20,296

1 unchanged sentence

Investment in indirect loans and loan collateral $ 29,579 $ 33,269

Variable Interest Entity

Pursuant to GAAP consolidation guidance, Skyward consolidates Separate Account HSIC-01 (“HSIC-01”), established by Mangrove Risk Solutions Bermuda Ltd.

(“Mangrove”).

HSIC-01 is a VIE for which the Company is the primary beneficiary.

The purpose of the VIE is to hedge price volatility risks of certain insurance products by investing in dairy and livestock commodities.

The Company directly manages the business;

therefore, it considers itself the primary beneficiary.

The Company does not provide performance guarantees and has no other financial obligation to provide funding to HSIC-01, other than its own capital commitments.

The assets of consolidated variable interest entities may only be used to settle obligations of these entities.

In addition, there is no recourse to the assets of HSIC-01 other than to satisfy associated liabilities.

The following table presents the assets of HSIC-01, included in the condensed consolidated balance sheet as of September 30, 2025.

The assets presented below only include third-party net assets and exclude any intercompany balances, which were eliminated upon consolidation.

($ in thousands) September 30, 2025

Cash and cash equivalents 24,822

Other assets 16,843

Total assets $ 41,665

The Company uses derivatives as part of its financial risk management programs to mitigate price risk related to certain insurance contracts exposed to commodity price risk due to fluctuations in relevant market prices, including cattle and milk.

To mitigate revenue volatility and support financial stability, the Company employs a hedging strategy that utilizes derivatives, specifically put options, as part of its risk management framework.

The primary objective of holding these derivative instruments is to manage exposure to adverse price movements.

The activity in these instruments generally reflects current market conditions and shifts in risk exposures throughout the year.

The notional value of derivative contracts held and the degree of hedged exposure are actively managed and may vary depending on the prevailing pricing environment in cattle, hogs, and milk markets.

The Company does not use derivatives for speculative or trading purposes.

All derivative positions are intended to support the overall risk transfer objectives of the business.

The Company has not elected hedge accounting for these derivatives.

The following table presents the notional amounts and fair value of derivative assets in the condensed consolidated balance sheets at September 30, 2025:

($ in thousands) Derivative Assets

Notional Amount Fair Value

Economic hedges $ 130,601 $ 16,843

SKYWARD SPECIALTY INSURANCE GROUP, INC.

AND SUBSIDIARIES

NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Derivatives (continued)

The Company presents the net gain (loss) recognized on derivative instruments in economic hedging relationships in “losses and loss adjustment expenses” on the condensed consolidated statements of operations.

For the three and nine months ended September 30, 2025, the Company recognized $ 5.2 million, respectively, of pre-tax net gains in losses and loss adjustment expenses .

The Company has one reportable segment through which it offers a broad array of commercial property and casualty products and solutions on a non-admitted (or E&S) and admitted basis, predominantly in the United States.

8 unchanged sentences

The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation.

SKYWARD SPECIALTY INSURANCE GROUP, INC.

AND SUBSIDIARIES

NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Segment (continued)

The following table presents gross written premiums by underwriting division for the three and six months ended June 30, 2025 and 2024:

Three months ended June 30, Six months ended June 30,

The following table presents gross written premiums by underwriting division for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30, Nine months ended September 30,

($ in thousands) 2025 2024 2025 2024

15 unchanged sentences

Segment (continued)

The following table presents information about reported segment net underwriting income, significant segment expenses and a reconciliation of net underwriting income to net income for the three and six months ended June 30, 2025 and 2024:

Three months ended June 30, Six months ended June 30,

Three months ended September 30, Nine months ended September 30,

($ in thousands) 2025 2024 2025 2024

12 unchanged sentences

Net investment gains 6,881 10,173 16,920 16,755

Other income 7 ( 7 ) 20 ( 7 )

Other loss ( 236 ) ( 195 ) ( 216 ) ( 202 )

Interest expense 1,919 2,229 5,629 7,405

4 unchanged sentences

Net income $ 45,901 $ 36,668 $ 126,798 $ 104,422

The following table presents annualized return on equity for the three and six months ended June 30, 2025 and 2024 and book value per share as of June 30, 2025 and December 31, 2024:

Three months ended June 30, Six months ended June 30,

The following table presents annualized return on equity for the three and nine months ended September 30, 2025 and 2024 and book value per share as of September 30, 2025 and December 31, 2024:

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

Annualized return on equity 19.7 % 19.3 % 19.3 % 19.1 %

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Book value per share $ 23.75 $ 19.79

2 unchanged sentences

NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table sets forth the Company’s income tax expense and effective tax rates for the three and six months ended June 30, 2025 and 2024:

Three months ended June 30, Six months ended June 30,

The following table sets forth the Company’s income tax expense and effective tax rates for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30, Nine months ended September 30,

($ in thousands) 2025 2024 2025 2024

2 unchanged sentences

The effective tax rate will differ from the statutory rate of 21 percent due to permanent differences for disallowed expenses for tax and beneficial adjustments for tax-exempt income, dividends-received deduction, non-deductible expenses and discrete items.

The effective tax rate for the three and six months ended June 30, 2025 decreased 1.3 % and 2.3 %, respectively, when compared to the same 2024 periods.

The effective tax rate for the six months ended June 30, 2025 was impacted by certain discrete tax items, primarily tax benefits from stock-based compensation, which reduced the effective tax rate by 1.7 %.

The Company paid federal income taxes of $ 20.3 million during the three and six months ended June 30, 2025 and $ 14.0 million during the three and six months ended June 30, 2024.

The effective tax rate for the three and nine months ended September 30, 2025 increased 2.5 % and decreased 0.6 %, respectively, when compared to the same 2024 periods.

The effective tax rate for the three months ended September 30, 2025 was primarily impacted by a permanent tax item related to non-deductible acquisition expenses, which increased the effective tax rate by 1.1 %.

The Company paid income taxes of $ 11.0 million and $ 31.8 million during the three and nine months ended September 30, 2025, respectively, and $ 8.5 million and $ 23.0 million during the three and nine months ended September 30, 2024, respectively.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The OBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company is currently assessing its impact on the consolidated financial statements.

These legislative changes did not and are not expected to have a material impact on the Company’s third quarter or future effective tax rates.

The Company has included the estimated impact of the OBBBA in its third quarter financial results, the period of enactment.

Losses and Loss Adjustment Expenses

The following table sets forth the reconciliation of unpaid losses and loss adjustment expenses (“LAE”) as reported in the condensed consolidated balance sheets as of and for the six months ended June 30, 2025 and 2024:

Six months ended June 30,

Nine months ended September 30,

($ in thousands) 2025 2024

20 unchanged sentences

Commission and fee income is primarily generated from SUA for the placement of insurance policies on either a third-party insurance or reinsurance company.

The following table sets forth the Company’s disaggregated revenues from contracts with customers for the three and six months ended June 30, 2025 and 2024:

Three months ended June 30, Six months ended June 30,

The following table sets forth the Company’s disaggregated revenues from contracts with customers for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30, Nine months ended September 30,

($ in thousands) 2025 2024 2025 2024

3 unchanged sentences

Total commission and fee income $ 1,904 $ 1,818 $ 6,440 $ 5,897

The Company’s contract assets from commission and fee income as of June 30, 2025 and December 31, 2024 were $ 2.7 million and $ 1.4 million, respectively.

The Company’s contract assets from commission and fee income as of September 30, 2025 and December 31, 2024 were $ 2.6 million and $ 1.4 million, respectively.

Underwriting, Acquisition and Insurance Expenses

The following table sets forth the components of underwriting, acquisition and insurance expenses for the three and six months ended June 30, 2025 and 2024:

Three months ended June 30, Six months ended June 30,

The following table sets forth the components of underwriting, acquisition and insurance expenses for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30, Nine months ended September 30,

($ in thousands) 2025 2024 2025 2024

5 unchanged sentences

The Company remains obligated for amounts ceded in the event that the reinsurers do not meet their obligations.

The following tables set forth the effects of reinsurance on written and earned premiums and losses and loss adjustment expenses for the three and six months ended June 30, 2025 and 2024:

Three months ended June 30,

The following tables set forth the effects of reinsurance on written and earned premiums and losses and loss adjustment expenses for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30,

($ in thousands) Written Earned Written Earned

8 unchanged sentences

Reinsurance (continued)

Six months ended June 30,

Nine months ended September 30,

($ in thousands) Written Earned Written Earned

4 unchanged sentences

Ceded losses and LAE incurred $ 400,537 $ 300,725

The following table sets forth the components of reinsurance recoverables and ceded unearned premium as of June 30, 2025 and December 31, 2024:

($ in thousands) June 30, 2025 December 31, 2024

The following table sets forth the components of reinsurance recoverables and ceded unearned premium as of September 30, 2025 and December 31, 2024:

($ in thousands) September 30, 2025 December 31, 2024

Ceded unpaid losses and LAE $ 739,841 $ 670,846

6 unchanged sentences

These trust accounts provide the Company additional security to collect claim recoverables under reinsurance contracts and the Company does not carry these on the balance sheet because the Company will only have custody over these accounts upon the failure of the reinsurer to pay amounts due.

At June 30, 2025, the market value of these accounts was approximately $ 225.7 million.

At September 30, 2025, the market value of these accounts was approximately $ 220.4 million.

The trust amount will be adjusted periodically, by mutual agreement, based on claim payments and loss reserve recoverables.

Certain ceded reinsurance contracts that transfer only significant timing risk and do not transfer sufficient underwriting risk are accounted for using the deposit method of accounting.

The Company’s deposit asset at June 30, 2025 and December 31, 2024 was $ 10.7 million and $ 25.9 million, respectively, and was included in other assets on the condensed consolidated balance sheets.

The Company’s deposit asset at September 30, 2025 and December 31, 2024 was $ 22.0 million and $ 25.9 million, respectively, and was included in other assets on the condensed consolidated balance sheets.

SKYWARD SPECIALTY INSURANCE GROUP, INC.

2 unchanged sentences

Earnings Per Share

The following table sets forth the computation of basic and diluted net earnings per share for the three and six months ended June 30, 2025 and 2024:

Three months ended June 30, Six months ended June 30,

The following table sets forth the computation of basic and diluted net earnings per share for the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30, Nine months ended September 30,

($ in thousands, except for share and per share amounts) 2025 2024 2025 2024

1 unchanged sentence

Basic weighted-average common shares 40,487,069 40,098,345 40,377,864 40,039,269

Dilutive effect of stock notes — 722,153 — 717,217

Dilutive effect of stock units 880,353 932,030 901,598 895,468

3 unchanged sentences

Diluted earnings per share $ 1.10 $ 0.89 $ 3.03 $ 2.53

The following table presents anti-dilutive instruments that were excluded from the calculation of diluted weighted-average common share equivalents during the three and six months ended June 30, 2025 and 2024:

Three months ended June 30, Six months ended June 30,

The following table presents anti-dilutive instruments that were excluded from the calculation of diluted weighted-average common share equivalents during the three and nine months ended September 30, 2025 and 2024:

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

1 unchanged sentence

Options 350 16 87 561

The following table presents common share equivalents of contingently issuable instruments that were excluded from basic earnings per share in the three and six months ended June 30, 2025 and 2024:

Three months ended June 30, Six months ended June 30,

2025 2024 2025 2024

Common shares — 866,428 — 866,428

Total — 866,428 — 866,428

Related Party Transactions

2 unchanged sentences

The Company holds a 20 % ownership interest in RISCOM.

Net earned premium and gross commission expense related to these agreements for the three and six months ended June 30, 2025 and 2024 were as follows:

Three months ended June 30, Six months ended June 30,

Net earned premium and gross commission expense related to these agreements for the three and nine months ended September 30, 2025 and 2024 were as follows:

Three months ended September 30, Nine months ended September 30,

($ in thousands) 2025 2024 2025 2024

1 unchanged sentence

Commissions 7,026 6,448 22,191 19,682

Premiums receivable as of June 30, 2025 and December 31, 2024 were $ 16.4 million and $ 12.6 million, respectively.

Premiums receivable as of September 30, 2025 and December 31, 2024 were $ 15.2 million and $ 12.6 million, respectively.

Advisory and professional services fees and expense reimbursements paid to various affiliated stockholders and directors for the three and nine months ended September 30, 2025 were $ 0.2 million and $ 0.5 million, compared to $ 0.2 million and $ 0.4 million for the three and nine months ended September 30, 2024.

See Note 5 for investments involving affiliated companies and additional related party transactions.

SKYWARD SPECIALTY INSURANCE GROUP, INC.

1 unchanged sentence

NOTES TO (UNAUDITED) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Related Party Transactions (continued)

Advisory and professional services fees and expense reimbursements paid to various affiliated stockholders and directors for the three and six months ended June 30, 2025 were $ 0.1 million and $ 0.3 million, compared to $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024.

See Note 5 for investments involving affiliated companies and additional related party transactions.

Commitments and Contingencies

Apollo Acquisition

On September 2, 2025, the Company entered into two share purchase agreements (the "Apollo Majority SPAs") with institutional and management shareholders, respectively, of Apollo Group Holdings Limited ("Apollo") (the "Majority Sellers").

Pursuant to the Apollo Majority SPAs, in accordance with the terms and subject to the conditions therein, the Company has agreed to acquire all of the issued shares of Apollo held by the Majority Sellers, representing approximately 87 % of the issued share capital of Apollo.

In addition, the closing of the transaction ("completion") is conditioned upon the Company acquiring 100 % of the issued share capital of Apollo at completion pursuant to additional short-form share purchase agreements (the "Apollo Minority SPAs" and together with the Apollo Majority SPAs, the "Apollo SPAs") to be entered into either prior to or at completion with the remaining minority shareholders of Apollo (the "Minority Sellers" and together with the Majority Sellers, the "Sellers").

The consideration for the entire issued share capital of Apollo under the Apollo SPAs is $ 555.0 million, approximately 33 % of which will be satisfied by the issuance of 3,679,332 unregistered shares of common stock of the Company to certain Sellers and the remainder in cash.

The acquisition is expected to close in the first quarter of 2026, subject to the satisfaction of closing conditions, including regulatory approvals.

In connection with the Apollo SPAs, on September 2, 2025, the Company entered into debt commitment letters (the "Apollo Commitment Letters") pursuant to which Barclays Bank PLC (the "Lender") has committed to provide us with debt financing in the form of (i) up to two senior unsecured delayed draw term loan credit facilities of up to $ 300.0 million in total, and (ii) in case the borrower is not able to obtain consent from lenders under its existing revolving credit agreement to the transactions under the Apollo SPAs, a senior unsecured bridge facility of up to $ 150.0 million, in each case, on the terms and subject to the conditions set forth in the Apollo Commitment Letters.

The Company is named as a defendant in various legal actions arising from claims made under insurance policies and contracts.

10 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.

What changed 10-Q

Item 1. Financial Statements