Item 5. Other Information
Item 5. Other Information
On September 8, 2025, Sandip Kapadia entered into a new Rule 10b5-1 Trading Arrangement. On September 10, 2025, Tom Schmitt terminated an existing Rule 10b5-1 Trading Arrangement and entered into a new Rule 10b5-1 Trading Arrangement on September 11, 2025 replacing the previous plan. The material terms of the trading plans and the termination of Mr. Schmitt’s plan are set forth in the table below. All plans were entered into during an open insider trading window and are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities.
Disclosure Events Name (Title)
Date of Adoption, Amendment, or Termination Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities
1 Sandip Kapadia ( President, Reinsurance & Head of Actuarial )
Adoption
September 8, 2025
Rule 10b5-1(c) Trading Arrangement 12/8/2025 – 2/27/2026
Up to 7,716 shares
2 Tom Schmitt ( Chief People Officer )
Termination on
September 10, 2025 of plan entered into on May 9, 2025
Rule 10b5-1(c) Trading Arrangement 11/10/2025 – 6/9/2026
Up to 8,485 shares
3 Tom Schmitt ( Chief People Officer )
Adoption of new plan replacing above
plan on
September 11, 2025
Rule 10b5-1(c) Trading Arrangement 12/11/2025 – 6/9/2026
Up to 8,485 shares
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Item 6. Exhibits
(a) Exhibits .
Exhibit Number Exhibit Description
2.1 Agreement for the Sale and Purchase of Shares in Apollo Group Holdings Limited - Institutional Sellers dated September 2, 2025 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 8, 2025).
2.2 Agreement for the Sale and Purchase of Shares in Apollo Group Holdings Limited - Management Sellers dated September 2, 2025 (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the Commission on September 8, 2025).
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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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 6, 2025
By: /s/ Andrew Robinson
Andrew Robinson
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: November 6, 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.